TCR_Public/090916.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 16, 2009, Vol. 13, No. 257

                            Headlines

2008 ASSET: To Pay 2% of $112 Million Debt Under Plan
3660 BROADWAY: Meeting of Creditors Scheduled for October 8
ACCO BRANDS: Moody's Changes Outlook on 'B3' Rating to Positive
ACCO BRANDS: S&P Assigns 'BB-' Rating on $425 Mil. Senior Notes
AGA MEDICAL: Moody's Downgrades Corporate Family Rating to 'B3'

ALTRA NEBRASKA: Uncompleted Ethanol Plant Auctioned on Oct. 28
ALTUS PHARMACEUTICALS: Begins Winding Down of Business
AMERCABLE INC: S&P Affirms Corporate Credit Rating at 'B-'
ASARCO LLC: Judge Schmidt to Make 2nd Ruling on Plans Sept. 21
ASARCO LLC: To Allow Bondholders' $600 Mil. Claims

ASARCO LLC: Union Objects to Parent Plan, Schmidt Recommendation
AURORA OIL: Paid $92,289 to Huron Consulting for July Work
AVAYA INC: S&P Puts 'B' Corp. Rating on CreditWatch Negative
AVIZA TECHNOLOGY: Nasdaq to Delist Shares Effective September 18
BABCOCK & BROWN: Younan CD Portfolio Loan Issues Resolved

BARZEL INDUSTRIES: Files for Bankruptcy to Sell to Chriscott
BETAWAVE CORP: Posts $2.58MM Net Loss in Quarter Ended June 30
BH S&B HOLDINGS: Can Avoid Chapter 7 Liquidation
BLOCK COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating
CARDINAL ETHANOL: Earns $1.44 Million in Quarter Ended June 30

CENTRAL GARDEN: S&P Assigns 'CCC+' Senior Unsecured Debt Rating
CITIGROUP INC: Working on Reducing Gov't's 34% Stake
CONSECO INC: Receives Regulatory Approvals for Wilton Re Deal
CRESCENT RESOURCES: Siemens Protests Lift Stay in Toxic Suit
CRUCIBLE MATERIALS: Seeks to Terminate Steelworkers' Contracts

CYNERGY DATA: Has Court Nod for ComVest-Led Auction on Oct. 5
DELTA AIR: Expects $400MM in NWA Merger Savings for Jan.-Sept.
DELTA AIR: Moody's Affirms Corporate Family Rating at 'B2'
DIRECTV HOLDINGS: Moody's Assigns 'Ba2' Rating on $2 Bil. Bonds
DUKE REALTY: Under 40% Accept Cash Offer for 7.75%, 5.25% Notes

ELI LILLY: To Cut Work Force by 14%, Revamp Units
ENERGY PARTNERS: Posts $33.6MM Net Loss for June 30 Quarter
FINLAY ENTERPRISES: Delays Filing of August 1 Form 10-Q Report
FIRST AMERICAN: Fitch Downgrades Rating on Senior Debt to 'BB+'
FIRST NATIONAL: Swings to $20MM Net Loss in Q3 of 2009

FIRST STATE FIN'L: Nasdaq to Delist Shares Effective Sept. 18
FLA OWNER: U.S. Trustee Sets Meeting of Creditors for October 6
FORD MOTOR: Returns to Minivan Market by Adapting Car From Europe
FORUM HEALTH: Creditors Try to Block Exclusivity Period Extension
FRONTIER AIRLINES: Stipulation Resolving B/E Aerospace Claim

GENERAL GROWTH: Bakersfield Mall's Schedules of Assets & Debts
GENERAL GROWTH: Bakersfield Mall's Statement of Financial Affairs
GENERAL GROWTH: Lancaster Trust's Schedules of Assets & Debts
GENERAL GROWTH: Lancaster Trust's Statement of Financial Affairs
GENERAL MOTORS: EU to Scrutinize Opel Restructuring Plan

GENMAR HOLDINGS: Wants December 31 Plan Submission Deadline
GREEKTOWN HOLDINGS: To Send 2 Rival Plans to Creditors for Voting
GREEKTOWN HOLDINGS: Differences Between Two Competing Plans
GREEKTOWN HOLDINGS: Creditors Seek Discovery on Competing Plans
HERON LAKE: Posts $12.8MM Net Loss in Nine Months Ended July 31

HUNTINGTON BANCSHARES: Fitch Affirms Issuer Default Rating
INNOVATIVE SPINAL: Integra Acquires Assets for $9.25 Million
ISAAC SANDERS: Files for Bankruptcy, Faces Sexual Assault Lawsuit
LANDAMERICA FINANCIAL: Files Joint Liquidation Plan
LEAR CORP: Creditors Committee Supports Reorganization Plan

LEAR CORP: Seeks December 15 Extension of Removal Period
LEHMAN BROTHERS: Barclays Got at Least $5-Bil. Windfall From Deal
LEHMAN BROTHERS: Administrators to Restructure Property Loans
LEHMAN BROTHERS: Judge OKs Mediation for Derivative, Swap Disputes
LEHMAN BROTHERS: Numerix to Provide Valuation on Derivatives Deals

LEHMAN BROTHERS: LB 2080 Proposes to Reject 13 Contracts & Leases
LYONDELL CHEMICAL: Files Joint Chapter 11 Plan of Reorganization
LYONDELL CHEMICAL: Treatment of Claims Under Joint Plan
LYONDELL CHEMICAL: To Seek Court Nod of Plan Outline Oct. 14
MAGNA ENTERTAINMENT: MEC Lone Star Sent to Ch. 11 to Sell Track

MAGNA ENTERTAINMENT: Harrah's Entertainment Buys Thistledown
MAGNACHIP: Committee Offers 72% Recovery in Cash to Sr. Lenders
MERUELO MADDUX: Posts $127.5MM Net Loss for March 31 Quarter
MERUELO MADDUX: Stephen Taylor Sees Shareholder Recovery
METALDYNE CORP: Committee Balks at Exclusive Period Extension Plea

MOHAWK INDUSTRIES: Moody's Cuts Ratings on Senior Notes to 'Ba2'
MPF CORP: Gets Access to $750,000 of DIP Financing
NAMWEST LLC: Owes Town $4.4MM for 2005 RiverWinds Contract
NATIONAL HOLDINGS: Grants Warrants to Bedford Oak for Forbearance
NATIONAL PROCESSING: S&P Puts 'B-' Rating on Developing Watch

NORTHPORT NETWORK: Discloses Going Concern Doubt on Debt Woes
ONE LAND: Wants Access to Cash Securing Comm 2006-C8 Loan
PACIFIC ENERGY: Can Abandon Alaska Assets Amidst Gov't Protest
PARALLEL PETROLEUM: To Be Sold to Apollo for $483 Million
PARMALAT SPA: Bank of America Liable for Fraud, SPVs Say

PHILADELPHIA NEWSPAPERS: Bid Procedures Hearing Moved to Sept. 21
PILGRIM'S PRIDE: Amended Summary of Schedules
PILGRIM'S PRIDE: Proposes to Reject 51 Contract-Grower Agreements
PRIMARY ENERGY: S&P Withdraws 'BB' Rating on $152.5 Mil. Loan
POMARE LTD: Court Okays Hilo Hattie Reorganization Plan

PROTEIN SCIENCES: Wins Dismissal of Involuntary Ch. 7 Case
QWEST COMMUNICATIONS: Fitch Assigns BB+ Rating on $300 Mil. Notes
QWEST COMMUNICATIONS: Moody's Puts 'Ba3' Rating on $300 Mil. Notes
QWEST COMMUNICATIONS: S&P Puts 'B+' Rating on $300 Mil. Notes
RED TRAIL: No Waiver for June 30 Covenant Violations So Far

RENAISSANCE RESIDENTIAL: Wants Access Cash Securing Two Loans
RH DONNELLEY: Proposes Jan. 22 Extension for Plan Filing
RH DONNELLEY: Proposes Incentive Plan for Business.Com
SELECT MEDICAL: S&P Puts 'B-' Rating on CreditWatch Positive
SEMGROUP LP: Judge Shannon Directs Key Parties to Mediation

SEMGROUP LP: Manchester Requests Admin. Bar Date Extension
SEMGROUP LP: Manchester Securities, et al., Want Plan Denied
SEMGROUP LP: SemMaterials Proposes to Sell Equipment to Vance
SIX FLAGS: Noteholders Propose "Superior" Alternative Plan
SKYPOSTAL NETWORKS: June 30 Balance Sheet Upside-Down by $2.4MM

SL MANAGEMENT: Lender Pursues Principal for Deficiency Claim
SLM CORPORATION: Fitch Downgrades Preferred Stock Rating to 'BB'
SPORTSCLICK INC: Green Swan Terminates Sale Agreement
STALLION OILFIELD: Nonpayment of Notes Cues Moody's 'D' Rating
STALLION OILFIELD: S&P Downgrades Corporate Credit Rating to 'D'

STANFORD GROUP: Canada Court Recognizes U.S. Receiver Over Vantis
STANFORD GROUP: Fraud Victims Want to File Involuntary Chapter 11
STANFORD GROUP: Pulman Cappuccio Files $80-Million Lawsuit
STANT PARENT: PBGC Assumes Underfunded Pension Plans
STAR TRIBUNE: Expects to Exit Chapter 11 Bankr. on Sept. 28

STEPHEN BALDWIN: Seeks Banker Meeting on Home Foreclosure
SUNWEST MANAGEMENT: To Sell 148 Properties to Blackstone
SYNCHRONOUS AEROSPACE: Moody's Affirms 'B3' Corp. Family Rating
TEXTRON INC: Fitch Expects to Assign BB+ Rating on $500 Mil. Notes
TOYS R US: Plans 80 Temporary Stores to Capture Holiday Sales

TRANSAMERICAN ENERGY: To File Financial Statements by Sept. 28
TXCO RESOURCES: Can Transfer Oil Exploration & Production Rights
TXCO RESOURCES: Paid $408,000 to FTI for June-July Work
VISTEON CORP: 27 Affiliates' Schedules of Assets & Debts
VISTEON CORP: 27 Affiliates' Statements of Financial Affairs

VISTEON CORP: D&M Wants Prompt Decison on Contract
VISTEON CORP: Lease Decision Deadline, Removal Periods Extended
VISTEON CORP: VSL's Schedules of Assets & Liabilities
VISTEON CORP: VSL's Statement of Financial Affairs
WARNACO GROUP: Moody's Gives Positive Outlook on 'Ba2' Rating

WILIAM DEL BIAGGIO: Nashville Predators Stake Yet to Be Resolved
WILL PERRY: Lessors Amended Claim Allowed Over Debtor's Objection
WWS CAMPING: U.S. Trustee Sets Meeting of Creditors for October 1
WWS CAMPING: Has Until September 28 to File Schedules & Statements
YELLOWSTONE CLUB: Credit Suisse Executives Receive Subpoenas

* Cost of Personal Bankruptcy in Ontario to Double, Says Hoyes
* IATA Predicts Worldwide Airline Losses of $11 Billion in 2009
* LeFrak, Ross Bid on FDIC Troubled Assets

* Reader's Digest, Taylor Bean Led Bankruptcies Since Mid-August
* Retailers, Suppliers See Spending to Lag Market Recovery

* Lawline.com and WKLB to Tackle Financial Reform
* Konstantin Konstantinov Rejoins Chadbourne & Parke in Moscow

* Upcoming Meetings, Conferences and Seminars

                            *********

2008 ASSET: To Pay 2% of $112 Million Debt Under Plan
-----------------------------------------------------
2008 Asset Holding Corp. will pay back only 1% to 2% of its
$112 million in debt under its Chapter 11 reorganization plan
filed in the U.S. Bankruptcy Court for the Southern District of
New York.  The plan allows for the company to dissolve itself
after paying back, according to Law360.

Based in New York, 2008 Asset Holding Corp. is a real estate-
related securities investment firm that was managed by financial
advising company GSC Group.  The Company together with two
subsidiaries filed for Chapter 11 on June 30, 2009 (Bankr.
S.D.N.Y. Case No. 09-14264).  Shannon Lowry Nagle, Esq., at
O'Melveny & Myers, LLP, in New York, serves as counsel.  The
petition says assets range from $1,000,001 to $10,000,000 while
debts are between $100,000,001 and $500,000,000.


3660 BROADWAY: Meeting of Creditors Scheduled for October 8
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in 3660 Broadway Associates LP's Chapter 11 case on Oct. 8, 2009,
at 2:30 p.m.  The meeting will be held at the Office of the United
States Trustee, 80 Broad Street, Fourth Floor, New York City.

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.

New York City-based 3660 Broadway Associates LP filed for
Chapter 11 on Aug. 28, 2009 (Bankr. S.D.N.Y. Case No. 09-15281).
David Cohen, Esq., represents the Debtor in its restructuring
effort.  In its schedules, the Company said it has at least
$14,504,378 in assets, and total debts of $13,108,832.


ACCO BRANDS: Moody's Changes Outlook on 'B3' Rating to Positive
---------------------------------------------------------------
Moody's Investors Service changed ACCO Brands Corporation's rating
outlook to positive from negative primarily as a result of a
significant increase in financial flexibility as a consequence of
ACCO's proposed re-financing and anticipated improvement in
operating results.  The positive outlook incorporates the
transformation of ACCO's balance sheet following the refinancing
of senior secured bank debt with the issuance of $425 million of
senior secured notes and a $175 million ABL revolving credit
facility alleviating the pressures of covenant compliance and an
upcoming maturity.  The outlook also considers the sizable
restructuring efforts the company has undergone in order to
address lower demand.

In addition, Moody's affirmed the ACCO's existing ratings
including the B3 corporate family and probability of default
ratings, the Caa2 senior subordinated note rating and assigned a
B2 rating to the proposed senior secured notes.  The B2 rating on
the new senior secured notes reflects the benefit of subordinated
debt but is limited by the first lien status on certain of the
company's assets (primarily account receivables and inventory) of
the company's proposed ABL revolving facility.

In addition, Moody's upgraded ACCO's speculative grade liquidity
rating to SGL-2 from SGL-3 as a result of the anticipated
improvement in liquidity following the transaction.

Following the close of the transaction, Moody's will withdraw the
B1 ratings on the senior secured bank facilities.

Ratings affirmed:

* Corporate Family rating at B3;
* Probability of Default rating at B3;
* Senior subordinated notes at Caa2 (LGD5, 82%, adjusted)

Rating upgraded:

* Speculative grade liquidity rating to SGL-2 from SGL-3.

Rating assigned:

* Senior Secured Notes assigned a B2 (LGD3, 36%)

Rating to be withdrawn:

* Secured credit facilities at B1 (LGD2, 26%)

The rating outlook is positive.

ACCO's B3 corporate family rating reflects the negative secular
trend in office supplies, exacerbated by the recession,
competition from private label and lower priced products as well
as its vulnerability to its customer base.  ACCO's credit metrics
deteriorated precipitously with the sizable decline in demand as a
result of the global recession.  Leverage has increased to greater
than 5 times debt-to-EBITDA and interest coverage after capital
expenditures is under 2 times.

The rating benefits from ACCO's global scale and market position.
Moreover, Moody's anticipates that declines in operating margin
driven by the company's fixed cost base should begin to moderate
as ACCO's restructuring efforts become evident.  Lower input costs
and potential increase in market share should provide some ongoing
stability to operating cash flow and drive modest free cash flow.

Moody's last rating action was on March 2, 2009, when Moody's
lowered ACCO's CFR to B3 from B1, lowered all existing ratings
down two notches and affirmed the SGL-3 rating.  The outlook
remained negative.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users.  The company reported net
sales of approximately $1.3 billion for the twelve months ended
June 30, 2009.


ACCO BRANDS: S&P Assigns 'BB-' Rating on $425 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level and recovery ratings to Lincolnshire, Illinois-based
ACCO Brands Corp.'s proposed new $425 million senior secured notes
due 2015, which were issued under Rule 144A with registration
rights.  The proposed notes are rated 'BB-', one notch higher than
the 'B+' corporate credit rating on the company.  The recovery
rating is '2', indicating S&P's expectation for substantial (70%-
90%) recovery in the event of a payment default.  The company,
which supplies branded office products to the office products
resale industry, will use the net proceeds from this proposed new
issue, along with borrowings under a proposed new multicurrency
$175 million asset-based revolving credit facility (unrated), to
refinance and replace its existing senior secured credit
facilities and accounts receivable securitization program
(unrated) and pay transaction and related costs.  S&P will
withdraw its ratings on the company's existing secured credit
facilities following the completion of the refinancing.

At the same time, Standard & Poor's lowered its issue-level rating
on ACCO's existing senior subordinated notes to 'B-' (two notches
lower than the issuer's corporate credit rating) from 'B'
following a revision in the recovery rating on this unsecured
subordinated debt to '6' from '5', indicating S&P's expectation
for negligible (0%-10%) recovery in the event of a payment
default.  The change in recovery rating reflects the increase in
senior secured debt that will rank ahead of the unsecured
subordinated debt, as a result of the company's proposed
refinancing.

As of June 30, 2009, ACCO had about $725 million of debt
outstanding.

The ratings on ACCO reflect the highly competitive and cyclical
operating environment in which it operates, some customer
concentration, and the company's leveraged financial profile.
ACCO benefits from its leading market position, a portfolio of
well-known brands, and wide geographic distribution.

The outlook on the 'B+' corporate credit rating is negative.
Although this proposed transaction addresses S&P's prior concern
about the company's ability to maintain adequate cushion on its
financial covenants in the second half of 2009, given the seasonal
nature of ACCO's business, along with S&P's ongoing concerns about
the continuing effects of the weak economic environment on the
company's operating results, S&P believes that credit measures
will likely remain near current levels in the very near-term.  S&P
could lower the ratings on ACCO if leverage increases further.
S&P believes this would occur if 2009 sales fell by more than 25%
and adjusted EBITDA margin remained near current levels, which S&P
estimate could result in average debt to EBITDA of about 6.5x.  An
outlook revision to stable is unlikely in the near term, unless
ACCO can meaningfully improve its credit metrics, including
average debt to EBITDA at or less than 5.5x.

                           Ratings List

          Corporate credit rating          B+/Negative/--

                          Rating lowered

                                          To         From
                                          --         ----
         Senior subordinated debt         B-         B
          Recovery Rating                 6          5

                            New rating

               Senior secured debt              BB-
                Recovery rating                 2


AGA MEDICAL: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of AGA Medical Corporation to B3 from B2.  The rating outlook is
negative.  This concludes the review for downgrade initiated on
March 11, 2009.

The downgrade reflects increased credit risk as a result of an
aggressive growth strategy that has eroded liquidity and the
potential impact of a recent adverse jury verdict in a patent
infringement case.  In Moody's opinion, the ratings remain under
pressure due to these ongoing challenges which offset the
company's underlying fundamental performance.  Moody's believes
that the legacy business (involving the manufacture and
distribution of medical devices to address structural heart
defects and vascular diseases) continues to maintain high gross
margins and generate strong levels of EBITDA.

The lower rating considers Moody's view of AGA's weak liquidity
profile.  Since the end of 2008, the company has accelerated its
debt-funded acquisitions of certain distribution rights,
inventory, equipment, intangible assets and goodwill from several
foreign distributors in order to further enhance its
profitability.  This, combined with working capital pressures
stemming from the change in distribution strategy, has resulted in
minimal balance sheet cash and a fully drawn $25 million credit
facility at June 30, 2009.  Moreover, in Moody's opinion, AGA
faces the possibility of covenant compliance issues in late 2009
or early 2010.  Without a material improvement in the liquidity
situation in the near-term, the B3 rating is likely to be further
pressured.

The downgrade also incorporates the legal issues that, in Moody's
opinion, could have a material effect on AGA's future performance.
While Moody's recognizes that litigation may be common in the
medical device space, over the past few years, the company has had
a $30 million settlement with NMT Medical, Inc. and one other
party regarding a patent infringement lawsuit and has entered into
a Deferred Prosecution Agreement in regards to the Foreign Corrupt
Practices Act.  Most recently, AGA reported that a jury found that
it had infringed on some of the patents of Medtronic, Inc.
(A1/stable).  According to certain reports, the jury recommended
that the company be held liable for approximately $58 million in
past damages, and the company may be obligated to make future
royalty payments to Medtronic.  While Moody's understands that
there is significant uncertainty regarding the timing or magnitude
of any final judgment, the verdict creates a meaningful overhang
for a company of AGA's small size which would be challenged to
finance such an obligation independently.  The company's ongoing
legal issues and history of adverse judgments remain significant
ratings constraints.

The negative rating outlook reflects the continued pressure on the
ratings as a result of the precarious liquidity position and the
uncertainties regarding the impact of the jury verdict.  The
ratings could be downgraded if (i) there is not a near-term
material improvement in liquidity, (ii) there is a ruling that
required AGA to pay significant cash penalties over the near-term,
or (iii) operating and financial performance were expected to
deteriorate to levels inconsistent with the current rating.

Ratings affected by the actions include:

* Corporate Family Rating lowered to B3 from B2

* Probability of Default Rating lowered to B3 from B2

* Senior secured revolving credit facility lowered to B2 (LGD 3;
  37%) from B1 (LGD 3; 42%)

* Senior secured term loan rating lowered to B2 (LGD 3; 37%) from
  B1 (LGD 3; 42%)

* Outlook is negative

The prior rating action was on March 11, 2009, when the ratings
were placed under review for possible downgrade.

AGA Medical Corporation is a manufacturer of nitinol-based
occlusion devices for the treatment of cardiovascular defects and
peripheral vascular disease.  The company had approximately
$180 million in revenues for the twelve month period ended
June 30, 2009.


ALTRA NEBRASKA: Uncompleted Ethanol Plant Auctioned on Oct. 28
--------------------------------------------------------------
Maas Companies of Rochester, MN, will auction the 110 MGY
partially-completed ethanol plant on October 28, 2009, at 10 a.m.
on-site at 2182 Road 5600, Carleton, Nebraska.

Altra Nebraska, LLC, began construction of this facility in 2006
and work halted in November 2007 when additional financing could
not be obtained due to unseen economic challenges.  The plant was
expected to be one of Nebraska's largest ethanol plants employing
more than 50 people and utilizing 36 million bushels of corn for
feedstock.  The liquidation of assets is part of the Chapter 11
filing last month.

The option to purchase the plant as an entirety is available to
potential buyers who submit bids prior to October 13 at 5:00 p.m.
After this date, the property will be sold in piecemeal at
auction.  The auction manner of sale will include all real estate
as one tract and the equipment or equipment lots individually.
The auction will offer buyers the option of bidding on-site or
live via the internet.

Potential buyers are encouraged to attend the following open
houses:

     -- Monday, Sept. 28, 10 a.m. - 5 p.m.
     -- Tuesday, Sept. 29, 10 a.m. - 5 p.m.
     -- Monday, Oct. 26, 10 a.m. - 5 p.m.
     -- Tuesday, Oct. 27, 10 a.m. - 5 p.m.

     Other times by appointment

Details of the sale are available at http://maascompanies.com/or
by contacting the auction company directly at 507-285-1444.

Healdsburg, California-based Altra Nebraska, LLC, filed for
Chapter 11 on August 13, 2009 (Bankr. D. Nebr. Case No. 09-42348).
Robert J. Bothe, Esq., and Robert P. Diederich, Esq., at McGrath,
North, Mullin & Kratz, PC, represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


ALTUS PHARMACEUTICALS: Begins Winding Down of Business
------------------------------------------------------
Altus Pharmaceuticals Inc. on September 11, 2009, determined to
commence a process to wind down its business.  To that end, the
Company is in discussion with creditors and vendors, and is making
efforts to maximize the value of its assets.  In connection with
this process, the Company has suspended its pediatric Phase 2
clinical trial of ALTU-238, the Company's hGH product candidate
for growth hormone deficiency.  In connection with the winding
down, the Company is implementing a reduction in headcount of
substantially all of its remaining employees on a phased basis in
September and October of 2009.

Employees affected by the restructuring plan have received
notification and will be provided with severance payments.
Severance expenses will be paid in a lump sum.

The Company expects to record a restructuring charge of
approximately $1.3 million in the third quarter of 2009 and
$1.4 million in the fourth quarter of 2009, primarily representing
cash payments for severance and related expenses.  The Company may
also incur further restructuring charges that could be significant
due to events that may occur as a result of, or associated with,
the restructuring plan, including the termination of contractual
obligations and facilities-related costs.

                     About Altus Pharmaceuticals

Based in Cambridge, Massachusetts, Altus Pharmaceuticals Inc. is a
developer of oral and injectable protein supplements.

At June 30, 2009, the Company's balance sheet showed total assets
of $26,521,000, total liabilities of $20,696,000 and stockholders'
equity of $5,825,000.

As reported in the Troubled Company Reporter on March 13, 2009,
Ernst & Young LLP, independent registered public accounting firm
for Altus Pharmaceuticals Inc., said that there is substantial
doubt about the company's ability to continue as a going concern
following its audit of the Company's 2008 results.


AMERCABLE INC: S&P Affirms Corporate Credit Rating at 'B-'
----------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B-'
corporate credit rating on El Dorado, Arkansas-based AmerCable
Inc., along with all issue-level ratings on the company's debt.
At the same time, S&P removed the ratings from CreditWatch, where
they had been placed on July 23, 2009, following an amendment
request by the company to use up to $20 million of internally
generated cash and equity sponsor contributions to repurchase
first-lien notes at less than par through a series of modified
Dutch tender auctions.

"AmerCable's inability to secure requisite lender consent for this
amendment prompted the affirmation," said Standard & Poor's credit
analyst Susan Madison.  Another factor is S&P's view that a
modified amendment currently being contemplated (which
significantly reduces the amount of debt that could potentially be
repurchased), would not constitute a distressed exchange.


ASARCO LLC: Judge Schmidt to Make 2nd Ruling on Plans Sept. 21
--------------------------------------------------------------
Bankruptcy Judge Richard Schmidt ordered ASARCO LLC, its parent
Grupo Mexico and other parties to prepare by Monday, September 21,
2009, noon-time, a 10-page brief as to which Chapter 11 plan is
the best.

ASARCO LLC has filed a plan built upon a sale to Sterlite
Industries (Indiana) Ltd.  Its parent, Grupo Mexico has filed its
own Chapter 11 plan for ASARCO LLC under which it will buy ASARCO
for $2.5 billion.

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 recommended to District Court Judge Andrew S. Hanen
to confirm the Plan of Reorganization proposed by Grupo Mexico's
affiliates Asarco Inc. and Americas Mining Corporation.

However, as reported by the TCR on September 14, 2009, Sterlite
Industries (India) Ltd. recently increased its offer, to top rival
Grupo Mexico's offer for ASARCO LLC by almost 3%.  Grupo Mexico
had offered $2.5 billion last month.  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.

Steven Church at Bloomberg reports that lawyers for Grupo Mexico
SAB said Sterlite Industries (India) Ltd. shouldn't be allowed to
increase its bid for Asarco LLC following the auction and
confirmation hearings before the Bankruptcy Court.

District Judge Hanen is expected to rule on the 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 in a press release.

                        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: To Allow Bondholders' $600 Mil. Claims
--------------------------------------------------
ASARCO LLC issued these unsecured long term bond debt prepetition:

  (1) $150 million in original principal amount of CSFB
      Corporate Debentures at 8.5% due 2025;

  (2) $100 million in original principal amount of CSFB JP
      Morgan Sec. Debentures at 7.875% due 2013;

  (3) $34.8 million in original principal amount of Lewis and
      Clark County, Montana Env. Bonds (IRB) at 5.85% due 2033;

  (4) $27.74 million in original principal amount of Nueces
      River Env. Bonds (IRB) at 5.6% due 2027;

  (5) $33.16 million in original principal amount of Lewis and
      Clark County, Montana Env. Bonds (IRB) at 5.6% due 2027;

  (6) $71.9 million in original principal amount of Gila County
      Installment Bonds at 5.55% due 2027; and

  (7) $22.2 million in original principal amount of Nueces River
      Env. Bonds (IRB) Series 1998A at 5.6% due 2018.

Harbinger Capital Partners Master Fund I, Ltd., and CitiGroup
Global Markets, Inc., together, are holders of a majority of the
Bonds.  Wilmington Trust Company, Wells Fargo Bank, National
Association, and Deutsche Bank Trust Company Americas are each
indenture trustees under one or more Indentures governing the
Bonds.

On behalf of all the Bondholders, the Indenture Trustees filed
over 200 proofs of claim, which assert damages for principal,
prepetition accrued interest, postpetition interest, interest on
prepetition and postpetition interest, prepayment "no-call"
damages, and prepayment premiums in connection with the Bonds,
including these claims:

  -- Wilmington filed Claim No. 18575, including Claim Nos.
     10415 and 18291 incorporated therein;

  -- Wells Fargo filed Claim No. 18576, including Claim Nos. 189
     and 18293 incorporated therein;

  -- Deutsche Bank filed:

     * Claim No. 18590, including Claim No. 10222 incorporated
       therein;

     * Claim No. 18589, including Claim No. 10219 incorporated
       therein;

     * Claim No. 18588, including Claim No. 10221 incorporated
       therein;

     * Claim No. 18587, including Claim No. 10218 incorporated
       therein;

     * Claim No. 18591, including Claim No. 10220 incorporated
       therein; and

     * certain other proofs of claim relating to the Bonds to
       which the Debtors have objected as being duplicative of
       the Deutsche Bank's claims; and

  -- Other proofs of claim relating the Bonds.

ASARCO LLC, certain Bondholders, and other parties-in-interest
have widely contested the rights and interests of the Bondholders
in the Bondholder Claims, says Jack L. Kinzie, Esq., at Baker
Botts L.L.P., in Dallas, Texas.  He notes that both the
Bondholders and ASARCO LLC, and their representatives, have spent
hours researching and analyzing the propriety of the Claims and
arguing their respective positions.

As a result of extensive negotiations and consultations with
counsel, the parties reached a settlement agreement, which
amicably resolves all matters relating to the Bondholder Claims,
and settles amounts and treatments for the Claims.

Pursuant to Sections 105, 501, and 502 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, ASARCO
LLC asks Judge Schmidt to approve its compromise and settlement
with the Bondholders in connection with the Bondholders Claims.

ASARCO submitted to the Court, through a separate notice, a copy
of the Bondholder Settlement.

The key terms of the Bondholder Settlement are:

  (a) The Bondholders will receive an allowed claim amounting to
      $447.6 million on account of the principal amounts of the
      Bonds and all accrued but unpaid prepetition interest,
      provided that the Allowed Claims will be payable pari
      passu with the Allowed General Unsecured Claims for
      principal and prepetition interest;

  (b) The Bondholders will receive Allowed Claims in the
      approximate aggregate amount of $162 million for
      postpetition interest, calculated at the non-default
      contract rate, compounded based on the dates that interest
      payments were due under the contracts; provided that the
      Allowed Claims will only be payable after all General
      Unsecured Claims for principal and prepetition interest
      have been paid in full, and the payment for postpetition
      interest will be pari passu with Allowed General Unsecured
      Claims for postpetition interest;

  (c) Holders of the Montana 2033 Bonds, Nueces 2027 Bonds,
      Montana 2027 Bonds, Gila Bonds, and Nueces 2018 Bonds will
      receive Allowed Claims in the amount specified under the
      Indenture governing the Bonds on account of prepayment
      premiums, estimated at $1,898,000, in the aggregate;
      provided that the Allowed Claims will only be payable
      after the all General Unsecured Claims for postpetition
      interest have been paid in full, and the payment will be
      pari passu with the Allowed Claims for prepayment damages
      of the holders of the 2013 Bonds and the 2025 Bonds;

  (d) Holders of the 2013 Bonds will receive Allowed Claims in
      the aggregate amount of $5 million, calculated as 5% of
      the original principal amount, for alleged prepayment
      damages.  Holders of the 2025 Bonds will receive Allowed
      Claims in the aggregate amount of $15 million, calculated
      as 10% of the original principal amount, for alleged
      prepayment damages.  The Allowed Claims will be payable
      after Allowed General Unsecured Claims for postpetition
      interest have been paid in full, and the payments will be
      pari passu with the Allowed Claims of the holders of the
      Montana 2033 Bonds, the Nueces 2027 Bonds, the Montana
      2027 Bonds, the Nueces 2018 Bonds and the Gila Bonds;

  (e) In recognition of the contribution of the Harbinger's plan
      of reorganization, the Debtors will support an
      administrative expense claim by the Majority Bondholders
      for attorneys' fees and expenses reasonably incurred in
      connection with the Harbinger Plan, up to a maximum of
      $6 million;

  (f) The Indenture Trustee will be allowed an administrative
      expense claim for fees and expenses incurred under the
      Bonds, aggregating $5.2 million as of July 20, 2009; and

  (g) The Bondholders will release and discharge all of their
      claims or rights against all the Debtors, including all
      the proofs of claims filed by or on behalf of the
      Bondholders.

ASARCO LLC believes that settlement of the Bondholder Claims is
in the best interests of the Debtors and their bankruptcy
estates, as it (i) saves significant attorneys' fees and expenses
that would otherwise be expended in litigating the validity and
amount of the Bondholder Claims, and (ii) eliminates the risks,
uncertainties, and delay in connection to continued litigation.
Entering into the Bondholder Settlement will also allow valuable
Court time to be allocated to other contested matters arising in
the reorganization cases, Mr. Kinzie points out.

ASARCO LLC also sought and obtained the Court's nod for an
emergency hearing on its request to be held on September 15,
2009, at 9:00 a.m.

                        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: Union Objects to Parent Plan, Schmidt Recommendation
----------------------------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO says that it opposes Judge Schmidt's August 31, 2009
report and recommendation to the extent that it raises four
dispositive issues on whether Asarco Incorporated and Americas
Mining Corporation's Plan can be confirmed and if so, whether the
Bankruptcy Court erred in recommending confirmation of the Parent
Plan rather than the Debtors' Plan, which provides for a sale of
the ASARCO LLC assets to Sterlite (USA).

The four issues are:

  (1) The Parent Plan cannot be confirmed because it is in
      violation of the special successorship clause of the 2007
      collective bargaining agreement between the USW and ASARCO
      LLC, which constitutes the law of this case.  The SSC
      requires that in the event of a change of control, which
      is defined to include a plan of reorganization, the buyer
      must recognize the USW and negotiate a new CBA.

  (2) In comparing recoveries for creditors as part of the
      analysis under Section 1129(c) of the Bankruptcy Code, the
      Bankruptcy Court failed to consider that health insurance
      will continue for retiree creditors through at least
      December 2013 under a collective bargaining agreement
      negotiated by Sterlite pursuant to the SSC.  The treatment
      of those claims under the Parent Plan is uncertain.

  (3) In reviewing the likelihood of a strike in relation to a
      feasibility requirement for the Parent Plan and a
      determination of which plan to confirm, the Bankruptcy
      Court, without citation of authority, concluded that the
      "no-strike" clause in the current CBA will still be
      binding on the USW if the Parent Plan is confirmed.  The
      USW contends that the conclusion is without legal basis
      and is in any event premature, and that the Bankruptcy
      Court's factual conclusions about the likelihood of a
      strike are also unsupported.

  (4) The Bankruptcy Court did not give appropriate
      consideration to the views of creditors, including
      governmental creditors in their regulatory capacity.  The
      USW argues that these legal issues cannot be resolved by a
      Court order directing the Parent to offer to extend the
      current CBA for a year for they require careful analysis
      of the relevant language, history and context of the labor
      agreement, among other things.

Patrick M. Flynn, Esq., in Houston, Texas, argues that the
Bankruptcy Court's conclusion in the Recommendation is contrary
to the language of the 2007 CBA Special Successorship Clause,
which applies broadly to prevent the Debtor's "consummation" of
any plan of reorganization.  He asserts that the conclusion is
also contrary to the Court's own Order approving the CBA, which
confirmed that the SSC applies broadly to any plan, including one
where the Parent retained its equity.

Mr. Flynn adds that Judge Schmidt alternatively held, without
stated analysis or textual support, that if the SSC applied to
the Parent Plan, the Bankruptcy Court could terminate the SSC
under a SSC provision providing for that termination, inter alia,
if in light of "exigent" circumstances it was necessary to the
success of the Chapter 11 process.  However, he argues, the
language of the SSC explicitly provides that it is only the
Company or the Creditors Committee that can make an application
allowing the Court to terminate application of the SSC based on
exigent circumstances.

The USW subsequently filed a supplemental response.

             Arizona Leaders Afraid of Repercussions

Political and business leaders in Arizona are afraid of negative
repercussions if Grupo Mexico gets back ASARCO LLC after Judge
Schmidt recommended to the District Court the approval of the
Parent Plan, The Arizona Republic has reported.

Andrew Johnson of the Arizona Republic said that the Arizona
legislators are concerned that the USW will strike resulting to
economic hardships, at this time when Arizona's mining
communities are trying to recover from recession.  The
legislators have pointed out to past dealings with Grupo Mexico.

"They were bad for morale, they were bad for the environment,
they were bad as far as being a good business partner for the
state of Arizona," The Arizona Republic quoted Rep. Barbara
McGuire, D-Kearny, as saying.  Ms. McGuire's husband is a truck
driver at the Debtors' Ray mines.

                          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)


AURORA OIL: Paid $92,289 to Huron Consulting for July Work
----------------------------------------------------------
Aurora Oil & Gas Corporation disclosed paying Huron Consulting
$92,289 for services rendered from July 13 to 26, 2009.

Sanford R. Edlein, Managing Director at Huron, serves as Aurora
Oil's Chief Restructuring Officer.

Aurora Oil also paid ordinary course professionals a total of
$26,038, consisting of $18,000 to Schlumberger Technology, a
critical vendor; $2,928 to Ed Sines; and $5,110 to John Cole.

Aurora Oil and its affiliate, Hudson Pipeline & Processing Co.,
LLC, have filed separate Monthly Operating Reports for the 12 days
ended July 12, 2009 (pre-petition), 16 days ended July 31, 2009
(post-petition), one and seven months ended July 31, 2009 and
balances as of July 12, 2009 (filing date) and July 31, 2009.

Hudson Pipeline & Processing is a limited liability company that
owns and operates various pipelines and processing facilities
located in Hudson Township area of the Michigan Antrim play.
Aurora Oil holds a 96.1% interest in HPPC.

Aurora Oil recorded total revenues of $1,050,748 in July 2009, and
$7,675,645 year-to-date ended July 2009.  Aurora Oil posted a net
loss of $2,877,294 in July 2009 and a net loss of $66,555,594
year-to-date ended July 2009.  As of July 31, 2009, Aurora Oil had
total assets of $97,740,375 and total liabilities of $138,397,608.

Hudson recorded total revenues of $316,003 in July and $2,210,674
year-to-date ended July 2009.  Hudson posted net income of $78,728
in July and $355,346 year-to-date ended July 2009.  As of July 31,
2009, Hudson had $11,461,201 in total assets and $432,905 in total
current liabilities and $251,810 in deferred gain on sale of
natural gas compressor equipment.

A full-text copy of Aurora Oil's July Monthly Operating Report is
available at no charge at http://ResearchArchives.com/t/s?44bf

A full-text copy of Hudson Pipeline Monthly Operating Report is
available at no charge at http://ResearchArchives.com/t/s?44c0

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Pink Sheets: AOGS) is an independent energy company focused on
unconventional natural gas exploration, acquisition, development
and production, with its primary operations in the Antrim Shale of
Michigan, the New Albany Shale of Indiana and Kentucky.

The Company and one affiliate filed for Chapter 11 protection on
July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255).
Judge Scott W. Dales presides over the case.  Stephen B. Grow,
Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan;
and Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., at
Cahill Gordon & Reindel LLP, in New York, serve as the Debtors'
counsel.  Aurora listed between $100 million and $500 million each
in assets and debts.


AVAYA INC: S&P Puts 'B' Corp. Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B' corporate credit rating, on Avaya Inc. on
CreditWatch with negative implications, following the company's
announcement that it has been accepted as the buyer of Nortel
Networks Corp.'s (not rated) Enterprise Solutions businesses, for
US$900 million.

"The CreditWatch listing reflects the company's announcement that
it has been accepted as the buyer of Nortel Networks' Enterprise
Solutions businesses for $900 million," said Standard & Poor's
credit analyst Bruce Hyman.  The acquisition is subject to court
and regulatory approval.  As a privately held company, Avaya has
not disclosed its financing plans for the acquisition, nor have
its financial results been disclosed.  "Still," added Mr. Hyman,
"the financing would likely entail some increase in debt and/or
reduction in liquidity, while integration of the acquisition could
be challenging."

To resolve the CreditWatch, S&P will meet with management to
review Avaya's plans for funding the acquisition, as well as its
plans to integrate Nortel's sales force, customer support,
maintenance, product development, and other operations.


AVIZA TECHNOLOGY: Nasdaq to Delist Shares Effective September 18
----------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Aviza Technology, Inc., effective at
the opening of the trading session on September 18, 2009.

Based on review of information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rules 5450(a)(1), 5100,
5110(b), and IM-5100-1.  The Company was notified of the Staffs
determination on September 24, 2008.  The Company requested a
review of the Staffs determination before the Listing
Qualifications Hearings Panel.

Upon review of the information provided by the Company, the Panel
issued a decision dated June 17, 2009, notifying the Company that
it did not qualify for inclusion on the Exchange based on its
failure to comply with Listing Rules 5450(a)(1), 5100, 5110(b),
and IM-5100-1.

Trading in the Companys securities was suspended on June 19, 2009.
The Company did not request a review of the Panels decision by the
Nasdaq Listing and Hearing Review Council. The Listing Council did
not call the matter for review.  The Panels Determination to
delist the Company became final on August 3, 2009.

As reported by the Troubled Company Reporter on September 4, 2009,
Aviza Technology will conduct an auction on September 29 to test
whether there will be additional offers for its business.
Sumitomo Precision Products Co. is under contract to buy the
assets for $50 million, subject to higher and better offers.
Competing bids are due September 18.  The sale hearing will be
held the same day as the auction.

                     About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


BABCOCK & BROWN: Younan CD Portfolio Loan Issues Resolved
---------------------------------------------------------
Younan Properties, Inc., a privately held real estate investment
and asset management firms, announced September 15 that all issues
have been resolved between the borrower and the special servicer
LNR in connection with a $261 million loan for one of its
portfolios.  The loan, which is in "good standing," will be
transferred back to its normal loan servicer.

Zaya S. Younan, chairman and chief executive officer, commented on
the announcement, "We consistently stated that this dispute had
nothing to do with our ability to meet our financial obligations,
but rather stemmed from a technical dispute over approval
provisions that led to a freeze of our own funded reserves, which
we were using to fund tenant improvements.  As a result, this loan
was referred to its special servicer earlier this year."  Mr.
Younan added, "We were single-minded in our efforts to correct
this servicing issue and we are pleased with the outcome."

The loan, representing four office properties in Chicago and three
office properties in Dallas, was moved to special servicing in the
first quarter of 2009.  The servicing dispute centered around 200
N. LaSalle in the Chicago CBD, which is 92% leased and performing
better than its submarket.  Babcock & Brown, the former mezzanine
lender, sought to prohibit Mr. Younan from accessing its own
reserve funds used for tenant improvements and leasing
commissions.  Babcock & Brown subsequently filed for bankruptcy
protection in the first quarter of 2009.

Mr. Younan continued, "This is a 2.1 million SF stabilized office
portfolio with about an 85% average occupancy and positive cash
flow.  This portfolio has a healthy DSCR, and we have achieved
830,000 SF of new leases and renewals in the last 18 months.  The
portfolio is performing better than expected, and actual occupancy
has increased during the past 12 months."

The four office properties in the Chicago metropolitan area
include 200 N. LaSalle, a high-rise office building in the Chicago
CBD; 1600 Corporate Center, Rolling Meadows; Bannockburn Corporate
Center, Bannockburn; and Kensington Corporate Center, in Mount
Prospect. The portfolio also includes three Dallas office
buildings: Energy Square I, II and III, located on the North
Central Expressway.

"While this servicing issue received more public scrutiny than it
deserved because of the current economic climate, we are proud of
the fact that we were able to successfully resolve it using the
same prudent business policies and practices that have made Younan
Properties so successful in the past," Younan said. "This severe
recession has been challenging for all businesses, but moving
forward our superior property management and operational expertise
provide the platform for Younan to continue to grow as the economy
improves," he concluded.

Headquartered in Los Angeles, Younan Properties specializes in
acquiring Class A office properties in high-growth U.S. markets.
Known for its detailed, hands-on approach to improving operational
efficiencies while maintaining top building standards for tenants,
Mr. Younan is recognized for turning around undervalued assets and
maximizing the value of stabilized assets.  Mr. Younan has
accumulated nearly 15 million square feet of Class A office
buildings valued at more than $2.0 billion in California, Texas,
Illinois and Arizona.

                       About Babcock & Brown

Headquartered in Sydney, Australia, Babcock & Brown Limited
(ASX:BNB) -- http://www.babcockbrown.com/-- is a global
alternative asset manager specializing in the origination and
management of asset in sectors, where the company has a franchise
and proven track record, and where there are opportunities to add
scale, infrastructure, air operating leasing and selected real
estate.  Babcock & Brown operates from 31 offices across
Australia, North America, Europe, Asia and the United Arab
Emirates.  The company has established a specialized funds and
asset management platform across the operating divisions that have
resulted in the establishment of a number of listed and unlisted
focused investment vehicles in areas, including real estate,
renewable energy and infrastructure.

                          *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
March 13, 2009, Babcock & Brown appointed voluntary administrators
after investors in the company's subordinated notes listed in New
Zealand voted on March 13 against a special resolution to
restructure the terms of the notes.  Under the special resolution,
the company's equity and subordinated note holders won't receive
any return.  Babcock & Brown appointed David Lombe and Simon
Cathro of Deloitte Touche Tohmatsu as Voluntary Administrators.


BARZEL INDUSTRIES: Files for Bankruptcy to Sell to Chriscott
------------------------------------------------------------
Barzel Industries Inc. and its U.S. subsidiaries on September 15,
2009, filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under the provisions of the Bankruptcy
Code and the Canadian subsidiaries of the Company filed an
application with the Ontario Superior Court of Justice --
Commercial List seeking relief under the provisions of the
Canadian Companies' Creditors Arrangement Act.

A day before the filing, on September 14, 2009, Barzel Industries
and substantially all of its U.S. and Canadian subsidiaries
entered into an Asset Purchase Agreement  with Chriscott USA Inc.
and 4513614 Canada Inc. pursuant to which the Buyer will purchase
substantially all of the assets of the Sellers for an aggregate
purchase price of $65.0 million in cash, subject to certain
adjustments relating principally to the level of working capital
as of closing, and the Buyer will assume certain liabilities from
the Sellers associated with the purchased assets.

The Company and its affiliates currently lease a manufacturing
facility, located in Mississauga, Ontario and a tube mill, located
in St. Hubert, Quebec, from the Buyer and its affiliates.
Further, the Company previously acquired all of the outstanding
stock of Barzel Industries Canada Inc., formerly Novamerican Steel
Canada Inc., and formerly Novamerican Steel Inc., on November 15,
2007, pursuant to an arrangement agreement dated June 21, 2007.
The controlling shareholder of the Buyer was the majority owner of
Novamerican Steel Inc.

The Asset Purchase Agreement contains covenants of the Sellers and
the Buyer, including, among others, an agreement by the Company
and its subsidiaries to file petitions for relief under Chapter 11
and the CCAA, and an agreement of each Seller to use its
commercially reasonable efforts to obtain the entry of orders of
the Bankruptcy Court and the Canadian Court, as applicable,
approving certain auction and sale procedures in accordance with
various milestones.

The obligations of the Sellers and the Buyer to complete the Asset
Purchase are subject to a number of closing conditions, including,
among others, conditions relating to governmental filings and the
expiration or termination of applicable waiting periods, obtaining
certain third-party consents, the accuracy of the representations
and warranties of the parties (subject to a materiality standard),
material compliance by the parties with their obligations under
the Asset Purchase Agreement, and the absence of a material
adverse change with respect to the Company since the date of the
Asset Purchase Agreement.

The Asset Purchase will be conducted under the provisions of 11
U.S.C. Sec. 363 and will be subject to proposed bidding procedures
and receipt of a higher and better bid at auction.  The bidding
procedures order will provide that the Buyer is the "stalking
horse" bidder for substantially all of the assets of the Sellers
at the Auction.  The Asset Purchase Agreement calls for the
Company to pay a termination fee equal to approximately $1.95
million in certain circumstances, including the consummation of an
acquisition of the purchased assets by another bidder.  In the
event that the Company breaches the Asset Purchase Agreement or
consummates a transaction with another bidder, the Asset Purchase
Agreement also provides for the reimbursement of the Buyer's
reasonable expenses incurred in connection with the Asset Purchase
and the bankruptcy case, up to a maximum of $750,000.  The Company
intends to request the Canadian Court to authorize the sale of
substantially all of the assets of the Canadian subsidiaries as
part of the Auction, and will thereafter ask the Canadian Court to
approve the sale which arises out of the Auction.

The Bankruptcy Case will be jointly administered with the Canadian
Case, and the Company intends to request that the Courts approve a
cross-border insolvency protocol.  During the pendency of the
Bankruptcy Case and the Canadian Case, the Sellers intend to
operate their businesses as debtors-in-possession under the
jurisdiction of the Bankruptcy Court or the Canadian Court, as
applicable, and in accordance with the applicable provisions of
the Bankruptcy Code and the CCAA and orders of the Courts.

                   About Barzell Industries

Barzell Industries, Inc., processes and distributes steel.  The
Company manufactures steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzell recorded assets of $370,145,000 against debts of $375,412
as of May 30, 2009.


BETAWAVE CORP: Posts $2.58MM Net Loss in Quarter Ended June 30
--------------------------------------------------------------
Betawave Corporation posted a net loss of $2,581,790 for three
months ended June 30, 2009, compared with a net loss of $3,562,052
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $6,995,457 compared with a net loss of $7,741,450 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $8,874,840, total liabilities of $3,832,991 and stockholders'
equity of $5,041,849.

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

Betawave Corporation (OTC:BWAV), fka GoFish Corporation, is a
digital media company.  The Company has assembled some of the
casual gaming, virtual world, social play and entertainment
Websites into a network of sites.  It generates revenue by selling
advertising campaigns on those sites to brand advertisers.  The
Betawave Network delivers scale with a monthly audience of over
25 million and attention with an average audience engagement of
more than 48 minutes per month.  Some of the publishers in the
Betawave portfolio include Miniclip.com, Cartoon Doll Emporium,
Shutterfly and Cookie Jar Entertainment.

                        Going Concern Doubt

On March 30, 2009, Rowbotham & Company LLP in San Francisco,
California expressed substantial doubt about Betawave
Corporation'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
incurred net loss since its inception, has experienced liquidity
problems, negative cash flows from operations, and a working
capital deficit at Dec. 31, 2008.


BH S&B HOLDINGS: Can Avoid Chapter 7 Liquidation
------------------------------------------------
Tiffany Kary at Bloomberg News reports that BH S&B Holdings can
avoid converting to a Chapter 7 liquidation under an agreement
that transfers most of its remaining cash directly to its lenders
and bankruptcy professionals.

As reported by the TCR on August 13, 2009, the U.S. Bankruptcy
Court for the Southern District of New York has adjourned until
September 15, the hearing on the motion of Ableco Finance LLC for
an order converting BH S&B Holdings LLC, et al.'s Chapter 11 cases
to cases under chapter 7 of the Bankruptcy Code.

BH S&B has objected to Ableco's proposal, saying it is well on its
way to reconciling its outstanding claims and that a Chapter 11
plan is still a possibility.

Ableco Finance had insisted that the cases should be converted on
these grounds:

  -- The Debtors have ceased operations and finished liquidating
     their assets back in January and therefore have no ability
     to rehabilitate.  During the past four months the Debtors
     have not generated any operating revenues, and the estates
     continue to incur administrative expenses well in excess of
     any collections.

  -- There are no unusual circumstances present such that
     conversion would not be in the best interests of creditors
     and these estates.  Other than prosecuting claim objections
     and estate causes of action and taking steps to ensure that
     any remaining rights of the estates to cash and other assets
     are recovered, there is nothing else to do.  To the extent
     there are any distributions to be made to creditors, they
     can be made more economically in Chapter 7.

  -- The Debtors have had more than three months to analyze
     administrative claims to determine whether a Chapter 11 plan
     is even feasible in these cases, but have failed to get that
     done.

  -- The Debtors' extended stay in Chapter 11 benefits only the
     6 professional firms employed at the expense of the Debtors'
     estates, including 3 professional firms retained by the
     Creditors Committee.  A Chapter 7 trustee, with 1 or 2
     professionals can perform the remaining tasks required to
     bring these cases to an expeditious close and do so in a
     manner compatible with the best interests of all parties
     involved.

                           About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on November 19, 2008 (Bankr. S.D.N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve & Barry's had 240 locations
when it was bought and the new owners had planned to cut that down
to 173 stores.  Due to disappointing sales, Steve & Barry's
returned to bankruptcy in November 2008.

BH S&B and its affiliates' Chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and n


BLOCK COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family and
probability of default ratings of Block Communications, Inc.
Notwithstanding the negative impact of secular and cyclical
pressure in its newspaper segment, Block's cable operations
continue to perform well.  This segment, combined with good
liquidity, has enabled the company to manage through challenging
economic conditions without material deterioration of its credit
profile.  However, an ongoing inability to improve the currently
unprofitable newspaper segment over time could have negative
ratings implications.  The rating outlook remains stable.

Moody's also affirmed instrument ratings as shown below.

Block Communications, Inc.

  -- Affirmed Ba3 Corporate Family Rating

  -- Affirmed Ba3 Probability of Default Rating

  -- Affirmed Ba1 rating on Senior Secured Bank Credit Facility,
     adjusted to LGD2, 16% from LGD2, 19%

  -- Affirmed B1 rating on Senior Unsecured Bonds, adjusted to
     LGD5, 71% from LGD5, 73%

  -- Rating Outlook, Stable

Block's strong cable operations and diversified set of media
assets continue to support its Ba3 corporate family rating, even
though the newspaper and broadcast segments, with margins below
rated industry peers, continue to depress consolidated operating
performance -- of particular note, EBITDA margins.  Ongoing
changes in media consumption habits also continue to pressure
newspaper revenue and cash flow, and the advertising-reliant
publishing and broadcast segments continue to expose the company
to economic cycles.  Lack of scale, for both individual operating
segments and the overall entity, further constrains ratings.
However, good liquidity and expectations for modestly positive
free cash flow lend support to ratings.

The most recent rating action for Block was on September 20, 2007,
when Moody's upgraded the corporate family rating to Ba3 from B1.

Block Communication Inc.'s ratings were assigned by evaluating
factors Moody's believe are relevant to the credit profile of the
issuer, such as i) the business risk and competitive position of
the company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Block's core industry and Block's ratings are believed
to be comparable to those of other issuers of similar credit risk.

A privately held diversified media company, Block Communications,
Inc., has operations in cable television, newspaper publishing,
and television broadcasting.  Its cable operations serve the
greater Toledo, Ohio metropolitan area (including Michigan
suburbs) and the Sandusky, Ohio area.  It operates newspapers in
Pittsburgh, Pennsylvania, and Toledo, Ohio, and television
stations in Louisville, Kentucky; Lima, Ohio; Boise, Idaho, and
Decatur, Illinois.  The company maintains its headquarters in
Toledo, Ohio, and generates annual revenue of approximately
$450 million.


CARDINAL ETHANOL: Earns $1.44 Million in Quarter Ended June 30
--------------------------------------------------------------
Cardinal Ethanol, LLC, reported a net income of $1,445,144 for
three months ended June 30, 2009, compared with a net loss of
$180,188 for the same period in 2008.

For nine months ended June 30, 2009, the Company posted a net loss
of $4,680,795 compared with a net loss of $124,158 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $160,884,785, total liabilities of $97,663,159 and members'
equity of $63,221,626.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that due to
current commodity markets, it may produce at negative margins and
is, therefore, evaluating its liquidity needs for the upcoming
months.

The management's plans to address liquidity needs involves
accelerating collections with their marketer and working with
vendors to possibly extend payment terms and replace deposits with
letters of credit.  The Company has a $10,000,000 revolving line
of credit through December 2009.  The Company currently has
$9,444,000 available to draw on the revolving line of credit.  The
Company also has outstanding long term debt for which principal
and interest payments began in July 2009 and certain financial
covenants will go into effect beginning in August 2009.

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

Cardinal Ethanol, LLC, was organized to develop, construct, own,
and operate a 100 million gallon per year ethanol plant in east
central Indiana near Union City, Indiana.  The two principal
products of the Company include ethanol, a fuel component made
primarily from corn and various other grains, and distiller
grains, a high protein, high-energy animal feed supplement
primarily marketed to the dairy, beef, poultry, and swine
industries.  Raw carbon dioxide gas is another co-product of the
ethanol production process.


CENTRAL GARDEN: S&P Assigns 'CCC+' Senior Unsecured Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'CCC+' senior unsecured debt rating and preliminary
'CCC+' subordinated debt rating (two notches lower than the 'B'
corporate credit rating) to Walnut Creek, California-based Central
Garden & Pet Co.'s Well-Known Seasoned Issuer shelf registration.
This new shelf registration replaces the $500 million shelf
registration that expired in December 2008.  The outlook on the
company is positive.  Total reported debt as of June 27, 2009, was
about $409 million.

The shelf registration covers senior unsecured and subordinated
debt, as well as common and preferred stock.  The company expects
to use drawings under the new shelf for general corporate
purposes, including but not limited to, acquisitions, repayment or
refinancing of borrowings, working capital, or capital
expenditures.

If the company issues additional secured debt, or refinances and
pays off existing secured debt, Standard & Poor's would reevaluate
all existing and preliminary issue-level ratings.

                           Ratings List

    Corporate credit rating                       B/Positive/--

                           New Ratings

        Preliminary senior unsecured                  CCC+
        Preliminary subordinate debt                  CCC+


CITIGROUP INC: Working on Reducing Gov't's 34% Stake
----------------------------------------------------
The U.S. Treasury is in talks about plans to sell its 34% stake in
Citigroup Inc. at a profit.

The U.S. Treasury, which owns 7.69 billion common shares after a
recent preferred-stock conversion designed to shore up the bank's
capital, may start selling the shares in October and over the next
six to eight months, Robert Schmidt and Bradley Keoun at Bloomberg
reported, citing people familiar with the matter. Because the
stock price of Citigroup has gained since $25 billion of bailed-
out funds from the government were exchanged for common shares,
the Treasury is sitting on a paper profit of $9.77 billion,
Bloomberg News said.

Citing people familiar with the matter, David Enrich at The Wall
Street Journal relates that top Citigroup executives have been
devising plans for a possible multibillion-dollar stock offering
in which the Company would issue new shares to the public, while
the Treasury Department would sell at least a portion of its
holdings in the Company.  According to the report, the sources
said that talks remain preliminary.  The report, citing the
sources, states that Citigroup has yet to present the idea to the
Treasury Department, although Citigroup officials have already
discussed their plans with federal banking regulators.

The sources said that through a joint stock sale, Citigroup would
issue as much as $5 billion in new shares, while the government
would simultaneously sell an undetermined amount of the stock it
is holding, according to The Journal.  The report says that
executives hope the offering could take place as soon as the
fourth quarter, and people familiar with the matter said that
Citigroup could use the proceeds from a stock sale to redeem some
of the preferred stock the Treasury is holding.

The Journal reports that some analysts think it would be premature
for the government to start reducing its stake in Citigroup.  The
report quoted Sanford C. Bernstein & Co. banking analyst John
McDonald as saying, "For both Citi and the government to get out
with credibility, they'll have to show at least a few quarters of
decent results [and] be on a clear path toward consistent
profitability."

Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid, and a sale of the common stock would leave the
Treasury with a $27 billion investment.

Other bailed-out banks, including Bank of America Corp., Wells
Fargo & Co., have pledged to repay TARP money.  JPMorgan Chase &
Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP
funds in June.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
roughly $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup issued preferred shares to the Treasury and
FDIC.  The Federal Reserve agreed to backstop residual risk in the
asset pool through a non-recourse loan.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CONSECO INC: Receives Regulatory Approvals for Wilton Re Deal
-------------------------------------------------------------
Conseco, Inc., last week received the required regulatory
approvals for the transaction under which two insurance companies
in its Conseco Insurance Group are coinsuring, with an effective
date of January 1, 2009, approximately 104,000 non-core life
insurance policies with Wilton Reassurance Company, a Minnesota
reinsurance company.

"This transaction improves Conseco's consolidated risk-based
capital ratio and increases statutory capital," said Conseco CEO
Jim Prieur.  "In addition, it further simplifies our
administrative operations as we focus on our core insurance
businesses."

In the transaction, Wilton Re is paying a ceding commission of
approximately $57.5 million, 100% coinsuring the policies, and
will take over responsibility for future administration of the
coinsured policies.  The Conseco companies are transferring to
Wilton Re approximately $409 million in cash and policy loans and
approximately $466 million of statutory policy and other reserves.

Most of the policies involved in the transaction were issued by
companies that were later acquired by Conseco.  Approximately 70%
of the policies being coinsured are from Washington National
Insurance Company and the remainder are from Conseco Insurance
Company.

As a result of the transaction, Conseco expects to record an
increase to its deferred tax valuation allowance of approximately
$20 million in the third quarter of 2009.  Conseco also expects to
record a deferred gain of approximately $23 million.  In
accordance with generally accepted accounting principles, this
gain will be recognized over the remaining life of the block.  In
the first six months of 2009, the coinsured block generated GAAP
after-tax earnings before overhead of approximately $5.0 million.

                 Looming Liquidity Crisis in 2010

Conseco has warned in its quarterly report on Form 10-Q for the
period ended June 30, 2009, that there is a significant risk it
will be unable to pay holders of $293 million in Debentures who
exercise their right to require the Company to purchase their
Debentures for cash on September 30, 2010; or unable to refinance
the Debentures.  Conseco said the amendment in March 2009 to its
Second Amended Credit Facility prohibits the Company from
redeeming or purchasing the Debentures with cash from certain
sources.  Without a further amendment of the Second Amended Credit
Facility or a waiver from the lenders, the Company said it will
not be able to make any payments to the holders of the Debentures
on September 30, 2010 -- assuming the holders of the Debentures
elect to exercise their right to require the Company to repurchase
their Debentures for cash on that date.

The Company has had discussions with certain holders of the
Debentures regarding an exchange of the Debentures for a
combination of new senior, unsecured debt or convertible debt
maturing after October 2014 and shares of the Company's common
stock.  The Company expects to have additional discussions with
holders of the Debentures regarding an exchange of the Debentures.
There can be no assurance that any such discussions will be
successful.

Conseco's principal repayments and other debt service and holding
company requirements in 2010 currently exceed the liquidity the
Company expects to have at the holding company.  The debt
repayment obligations in 2010 are:

       3.50% convertible debentures     $293,000,000
       Secured credit agreement            8,800,000
       6% Senior Health Note              25,000,000
                                       -------------
                                        $326,800,000
                                       =============

"We are continuing to explore various alternatives to address our
2010 debt service requirements and remain in compliance with our
debt covenants, including, without limitation, exchanges and other
financing transactions, reinsurance transactions, asset sales,
transactions to improve statutory capital and debt modification.
Failure to generate sufficient cash to meet our debt obligations
in 2010 could have material adverse consequences on the Company,"
Conseco has said.

As of June 30, 2009, the Company had $29.4 billion in total assets
and $27.0 billion in total liabilities

The current financial strength ratings of Conseco's primary
insurance subsidiaries from A.M. Best Company, S&P and Moody's
Investor Services, Inc., are "B (Fair)", "BB-" and "Ba2",
respectively.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.


CRESCENT RESOURCES: Siemens Protests Lift Stay in Toxic Suit
------------------------------------------------------------
Siemens Corp. has objected to a motion to modify the automatic
stay in the Chapter 11 proceedings of Crescent Resources LLC that,
if granted, would allow discovery to continue in a number of toxic
tort actions pending in Florida against Crescent, Siemens and
other companies, according to Law360.

The Florida plaintiffs' motion to modify the stay, the report
says, does not comprehensively address the manner in which the
plaintiffs' claims against Crescent will be resolved, Siemens and
two subsidiaries said.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


CRUCIBLE MATERIALS: Seeks to Terminate Steelworkers' Contracts
--------------------------------------------------------------
Crucible Materials Corp. is asking the Bankruptcy Court for
permission to terminate retiree benefits and several collective
bargaining agreements with the Steelworkers union, Bill Rochelle
at Bloomberg News reports.  According to the report, with the
Bankruptcy Court scheduled to hold a September 25 hearing for
approval of sales of the assets, Crucible says there's no longer a
need for the agreements.

As reported by the TCR on September 1, 2009, Crucible Materials
obtained permission from Judge Mary Walrath to conduct a September
21 auction for substantially all its assets.

Crucible Materials is seeking to sell virtually all its assets at
an auction, although it has reached a contract only with a buyer
for its compact and research divisions.  Under the proposed
timetable, all bids to compete in the auction would have to be
submitted by September 17.

Crucible said that the DIP lenders set an August 14 deadline to
identify a stalking horse bidder for all of its assets and obtain
entry of a sales procedures order.  Crucible says that despite its
best efforts, it has not been able to identify a stalking horse
for, or negotiate an asset purchase agreement covering,
substantially all of its assets.  Crucible says that while
negotiations with DIP lenders are ongoing, it is presently in a
"technical state of default" under the loan agreement.

The Debtors have decided to enter into an asset purchase agreement
with Carpenter Technology Corp. for the sale of their compaction
and research divisions, subject to any higher and better offers.
Carpenter will pay $20 million, subject to adjustments, for the
two divisions.  The parties agree to closing not later than
October 31.  Carpenter will receive a $600,000 break-up fee plus
reimbursement of expenses of up to $300,000 in the event another
party emerges as the winning bidder for the two divisions.  The
Debtors have not received any firm offers for the remaining
assets, which they intend to auction off at the same time as the
compaction and research divisions.

Crucible said it does not intend to conduct a fire sale for the
remaining assets.  Instead, it wants an orderly process pursuant
to which, if acceptable bids are received for all or some
substantial portion of the remaining assets, the bids can be
considered at an expedited time frame.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company is currently
employee-owned.  Its Web site is http://www.crucible.com/

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


CYNERGY DATA: Has Court Nod for ComVest-Led Auction on Oct. 5
-------------------------------------------------------------
Cynergy Data LLC will hold an auction on October 5 under which
ComVest will be the stalking horse bidder.  Competing bids must be
submitted by October 2 and must exceed ComVest's initial offer by
$4.46 million.  Secured lenders are allowed to submit credit bids.

The Court will consider approving the results of the auction at an
October 7 hearing.

According to the bid procedures submitted to the Court, ComVest
will receive a break-up fee of $1,620,000 and expense
reimbursement of up to $648,000 in the event the Debtor closes a
sale with another party.

The ComVest Group is a leading private investment firm focused on
providing debt and equity solutions to middle-market companies
with enterprise values of less than $350 million. Since 1988,
ComVest has invested more than $2 billion of capital in over 200
public and private companies worldwide

ComVest is represented by:

     Akerman Senterfitt LLP,
     335 Madison Ave., Suite 2600,
     New York, NY 10017,
     Attn: Susan F. Balaschak, Esq.

Merchant Cash and Capital, LLC, in the business of providing
funding to restaurants, and which has Cynergy as credit card
processor, says it reserves its right to object to the sale.  MCC
notes that Cynergy has member interest in MCC, and their operating
agreement provides that other members have rights of first refusal
to a sale of membership interests to a third party.  MCC believes
that Cynergy intends to sell its membership interests in MCC to
ComVest.

                        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.


DELTA AIR: Expects $400MM in NWA Merger Savings for Jan.-Sept.
--------------------------------------------------------------
Delta Air Lines said in an investor update that it expects to
achieve more than $400 million in merger synergies for the first
nine months of 2009.  "Synergies achieved year to date have
improved revenue from increased market share, Delta's affinity
card agreement and alignment of frequent flyer programs.  In
addition, costs have been reduced through streamlined overhead,
facilities and technology, elimination of dedicated freighter
flying and supply chain savings.  The company is on track with its
integration efforts and expects to receive its Single Operating
Certificate by the end of 2009," Delta said in the investor
update, a copy of which was filed with the Securities and Exchange
Commission.

Delta Air has also raised its estimate for third-quarter 2009
margins 3% to 4%, compared with July's forecast of
1% to 3%, as fuel costs slightly drop below expectations,
averaging at $2.14 a gallon, rather than $2.17.  Delta expects a
break even for full year 2009.

Delta expects EBITDAR Margin to be 9% to 10% for the third quarter
of 2009, and 6% to 8% for the full year.

A copy of the Investor Update is available for free at:

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

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.


DELTA AIR: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service affirmed its B2 corporate family and
probability of default ratings of Delta Air Lines, Inc., and of
Northwest Airlines Corporation.  Moody's changed the outlook to
negative from stable.  Moody's affirmed its ratings on each of
these companies' first lien and second lien senior secured credit
facilities and on the respective rated tranches of certain of
their Enhanced Equipment Trust Certificates.  Moody's also
affirmed the SGL-2 speculative grade liquidity ratings of each of
Delta and of Northwest.

"Despite the current weak credit metrics profile, Moody's is
maintaining the B2 corporate family ratings of Delta and of
Northwest because of the potential for merger synergies to offset
pressure from ongoing weak industry fundamentals," said Moody's
Vice President, Jonathan Root.  Since the October 29, 2008 merger
(whereby Northwest became a subsidiary of Delta), management has
been focused on executing its merger plan which contemplates
obtaining a single operating certificate from the FAA.  This is a
requirement for completing the legal merger of Northwest and
Delta, whereby Delta would effectively assume the contractual
obligations of Northwest, and to commence the full-scale
integration of single operating systems (e.g. flight scheduling,
revenue management, crew scheduling, and aircraft management).
DAL expects the achievement of these two milestones to drive the
realization of the planned merger synergies.  Increasingly, Delta
and Northwest are being managed on an enterprise basis.
Nonetheless, Moody's maintains a corporate family rating for each
airline, and will continue to do so until the formal merger of the
airlines occurs.  This is because of the Enhanced Equipment Trust
Certificates at each airline.

The change in outlook to negative reflects Moody's belief that DAL
could be challenged in upcoming periods to restore credit metrics
to levels indicative of the B2 rating category.  Debt to EBITDA
and EBIT to Interest approximated 13 times and 0.2 times,
respectively, at June 30, 2009.  These weak levels were largely
due to 2008's high fuel cost environment and ongoing weak yields.
Moody's expects metrics in upcoming quarters to strengthen from
these levels as 2008's Q3 and Q4 and 2009's Q1 fuel expense
annualizes, as long as oil prices do not meaningfully increase
from current levels or yields take another leg down, particularly
if there is a wide outbreak of the H1N1 virus this fall.  Merger
synergies should also positively contribute, particularly after
DAL receives a single operating certificate from the FAA.
However, even with expected improvement, the company's overall
credit metrics will remain particularly vulnerable to downside
risks until a sustained economic recovery occurs.

Moody's anticipates that the recovery of airline yields, including
those of DAL, is likely to lag any recovery in economic activity,
and the magnitude of the recovery in yields will be smaller than
those the sector realized in other post-recession periods.
Unemployment rates are likely to remain meaningfully higher than
those after other recent post-recession periods, which should
constrain the pace of recovery of leisure demand.  Similarly,
recovery of demand for forward cabins is also likely to lag
because businesses are likely to continue to focus on cost
containment measures.  Moody's believes that these factors are
likely to continue to maintain pressure on the sector's yields.
This could challenge DAL to fully achieve the revenue synergies it
plans to realize as it executes its merger strategy, leading to
lower than planned operating cash flow.

The affirmation of each of the SGL ratings of SGL-2 reflects the
sufficient cash balance Delta and Northwest have maintained to
date and the expectation of positive free cash flow generation in
upcoming periods.

The ratings could be downgraded if credit metrics do not show
meaningful improvement from the June 30, 2009 levels.  Debt to
EBITDA that remains above 7.0 times, Funds from Operations +
Interest to Interest that remains below 2.0 times or an EBITDA
margin of less than 12.5% could result in a downgrade as could
unexpected large increases in the barrel price of oil from the
current trading range that hovers at about $70 per barrel.  The
planned merger synergies can help mitigate pressure on earnings
and operating cash flow from potentially worse than expected
fundamental conditions.  Any meaningful shortfall, particularly
related to intended revenue benefits of the merger, which account
for a majority of the planned synergies, could adversely affect
the credit profile and could result in a downgrade of the ratings.
The inability to maintain unrestricted cash above $3.5 billion
could also pressure the rating.

Demonstrated improvement in credit metrics relative to the levels
at June 30, 2009, would be required for Moody's to consider
returning the outlook to stable.  Moody's would look for Debt to
EBITDA of less than 7.0 times, Funds from Operations + Interest to
Interest greater than 2.0 times and an EBITDA margin above 13%.
Annual Free Cash Flow that is sustained above $1.0 billion could
also lead to an outlook change to stable.

The last rating action was on December 24, 2008, when Moody's
confirmed the respective B2 corporate family and probability of
default ratings of Delta and of Northwest and changed the outlooks
to stable.

Upgrades:

Issuer: Delta Air Lines, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD4, 54%
     from LGD4, 56%

Issuer: Northwest Airlines, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD3, 32%
     from LGD3, 35%

Outlook Actions:

Issuer: Delta Air Lines, Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: Delta Air Lines, Inc. (Old)

  -- Outlook, Changed To Negative From Stable

Issuer: Northwest Airlines Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Northwest Airlines, Inc.

  -- Outlook, Changed To Negative From Stable

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing schedule air transportation for
passengers and cargo throughout the U.S. and around the world.  On
October 29, 2008, a subsidiary of Delta merged into Northwest
Airlines Corporation.  Northwest and its subsidiaries, including
Northwest Airlines, Inc., are wholly-owned subsidiaries of Delta.


DIRECTV HOLDINGS: Moody's Assigns 'Ba2' Rating on $2 Bil. Bonds
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to DIRECTV
Holdings LLC's (Ba1 Corporate Family Rating) new $2.0 billion
senior unsecured bond offering.  The notes are expected to rank
pari passu with the existing Ba2-rated senior unsecured notes, and
while they may not possess the same financial covenant protection,
they have cross default protection which provides some comfort as
long as the older notes are outstanding.  Net proceeds from the
offering will be used for general corporate purposes, which may
include the repurchase of the company's 8.375% senior unsecured
notes due 2013 (tender offer announced) and a distribution to
DIRECTV's parent, DIRECTV Group, Inc for the repayment of the
Greenlady Debt which will be assumed by DTVG after its proposed
merger with Liberty Entertainment, Inc., is completed.  LGD point
estimates for DIRECTV's debts were updated to reflect the expected
debt mix.  The rating outlook is stable.

Assignments:

Issuer: DIRECTV Holdings LLC

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4-
     69%)

DIRECTV's Ba1 CFR reflects Moody's continuing expectation that
competition from stand alone triple-play providers will gradually
pressure subscriber churn, margins and cash flow generation.
These concerns are somewhat mitigated by the company's strong
financial profile, conservative balance sheet management and the
consistent and sizeable cash flows DIRECTV generates from its
position as one of the leading video providers in the U.S.
"However, the Ba1 CFR is also notably constrained below the
investment-grade threshold by Moody's residual concern over
influence by Dr. John Malone, the Chairman of The DIRECTV Group,
Inc. (DIRECTV's parent), who is expected to have 24% voting
control following its merger with Liberty Entertainment, and
specifically his history of using debt more aggressively and
overall speculative credit posture," said Neil Begley, a Moody's
Senior Vice President.

Moody's last rating action was on July 1, 2009, when it upgraded
DIRECTV's CFR to Ba1 from Ba2.

DIRECTV's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of DIRECTV's core industry and DIRECTV's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

DIRECTV Holdings LLC is a wholly-owned, U.S. operating company of
DIRECTV Group, Inc., and is the largest direct-to-home digital
television service provider in the United States with 18.3 million
subscribers as of 6/30/2009.  Annual revenues of DTVG and DIRECTV
approximate $20.4 billion and $17.9 billion, respectively.  DTVG's
additional revenues are generated by its Latin American
operations.


DUKE REALTY: Under 40% Accept Cash Offer for 7.75%, 5.25% Notes
---------------------------------------------------------------
Duke Realty Corporation announced the expiration and final results
of the offer by its operating partnership, Duke Realty Limited
Partnership, to purchase any and all of its 7.75% Senior Notes due
2009 and 5.25% Senior Notes due 2010.

As of 5:00 p.m., New York City time, on September 11, 2009, the
expiration date for the Any and All Tender Offer, the aggregate
principal amount of 7.75% Notes tendered in the Any and All Tender
Offer was $39,299,000, representing 32.36% of the $121,440,000
aggregate principal amount of 7.75% Notes outstanding and the
aggregate principal amount of 5.25% Notes tendered in the Any and
All Tender Offer was $57,879,000, representing 36.70% of the
$157,728,000 aggregate principal amount of 5.25% Notes
outstanding.  All of the Any and All Notes that were tendered have
been accepted for payment, with settlement occurring earlier
September 14.  The holders of the 7.75% Notes that were accepted
for purchase received the tender offer consideration of $1,010.55
per $1,000 principal amount of 7.75% Notes, plus accrued and
unpaid interest from and including the last interest payment date
(May 15, 2009) to, but not including, September 14.  The holders
of the 5.25% Notes that were accepted for purchase received the
tender offer consideration of $1,012.50 per $1,000 principal
amount of 5.25% Notes, plus accrued and unpaid interest from and
including the last interest payment date (July 15, 2009) to, but
not including, September 14.

The Any and All Tender Offer was made pursuant to an offer to
purchase dated August 31, 2009, which set forth a complete
description of the terms of the Any and All Tender Offer.

Also described in the Offer to Purchase is an offer by the
Operating Partnership to purchase up to the maximum aggregate
principal amount of its 6.95% Senior Notes due 2011, 5.625% Senior
Notes due 2011, 5.875% Senior Notes due 2012 and 5.45% Senior
Notes due 2012 that the Operating Partnership can purchase for
$50,000,000 -- excluding accrued interest and subject to increase
in the Operating Partnership's sole discretion, the "Maximum
Payment Amount".  The Operating Partnership refers to its offer to
purchase the Maximum Tender Offer Notes as the "Maximum Tender
Offer."  The Maximum Tender Offer will expire at 11:59 p.m., New
York City time, on September 28, 2009, unless extended or earlier
terminated.

Duke Realty also announced that it has received tenders of 6.95%
Notes representing aggregate tender offer consideration (excluding
accrued interest) in excess of the $50,000,000 Maximum Payment
Amount as of 5:00 p.m., New York City time, on September 14, 2009,
the withdrawal deadline for the Maximum Tender Offer.  Because the
aggregate tender offer consideration (excluding accrued interest)
with respect to the 6.95% Notes tendered exceeds the Maximum
Payment Amount, the 6.95% Notes validly tendered at or prior to
11:59 p.m., New York City time, on September 28, 2009, Maximum
Tender Offer Expiration Date, will, if accepted for purchase, be
purchased on a pro rata basis as described in the Offer to
Purchase.  Holders of 6.95% Notes tendering after, 5:00 p.m., New
York City time, on September 14, 2009, will not be entitled to
receive the early tender premium described in the Offer to
Purchase.  The proration factor for the 6.95% Notes cannot be
determined until the Maximum Tender Offer Expiration Date.

Because the 6.95% Notes have a purchase acceptance priority over
the 5.625% Notes, the 5.875% Notes and the 5.45% Notes in the
Maximum Tender Offer and the aggregate tender offer consideration
(excluding accrued interest) with respect to the 6.95% Notes
tendered exceeds the Maximum Payment Amount, the Operating
Partnership has terminated the tender offer with respect to the
5.625% Notes, the 5.875% Notes and the 5.45% Notes.  Any 5.625%
Notes, 5.875% Notes and 5.45% Notes previously tendered will be
promptly returned to the tendering parties, and no 5.625% Notes,
5.875% Notes or 5.45% Notes will be accepted for purchase.

As reported by the Troubled Company Reporter on September 2, 2009,
the consideration for each of the Notes are:

                                Accept-   Tender     Early    Total
                     Principal  ance      Offer      Tender   Consider-
                        Amount  Priority  Consider-  Premium  ation
Title of Notes     Outstanding  Level     ation (1)   (1)     (1)(2)
                   -----------  --------  ---------  -------  ---------
Any and All
Tender Offer

7.75% Senior
Notes due 2009   $121,440,000   N/A      $1,010.55     N/A       N/A
CUSIP -
26441YAC1

5.25% Senior
Notes due 2010    157,728,000   N/A       1,012.50     N/A       N/A
CUSIP -
26441YAE7

Maximum Tender
Offer

6.95% Senior     $156,815,000    1       $1,012.50  $30.00   $1,042.50
Notes due 2011
CUSIP -
26441YAD9

5.625% Senior     218,347,000    2          998.75   30.00    1,028.75
Notes due
2011
CUSIP -
26441YAL1

5.875% Senior     150,000,000    3          997.50   30.00    1,027.50
Notes due
2012
CUSIP -
264411AB5

5.45% Senior       50,000,000    4          983.75   30.00    1,013.75
Notes due
2012
CUSIP -
26441QAD6

     (1) Per $1,000 principal amount of Notes tendered.
     (2) Includes Early Tender Premium.

The complete terms and conditions of the Maximum Tender Offer are
set forth in the Offer to Purchase and Letter of Transmittal.
Holders are urged to read the Tender Offer documents carefully
before making any decision with respect to the Maximum Tender
Offer. Copies of the Offer to Purchase and Letter of Transmittal
may be obtained from D.F. King & Co., Inc., the Information Agent
for the tender offers, at (800) 848-3416 (toll-free) or (212) 269-
5550 (collect). Questions regarding the tender offers may be
directed to Wells Fargo Securities, dealer manager for the tender
offers, at (866) 309-6316 (toll-free) or (704) 715-8341 (collect).

                         About Duke Realty

Duke Realty Corporation -- http:www.dukerealty.com/ -- owns and
operates approximately 136 million rentable square feet of
Industrial and office space in 20 U.S. cities.  Duke Realty
Corporation is publicly traded on the NYSE under the symbol DRE
and is listed on the S&P MidCap 400 Index.


ELI LILLY: To Cut Work Force by 14%, Revamp Units
-------------------------------------------------
Peter Loftus at The Wall Street Journal reports that Eli Lilly &
Co. said that it will lay off almost 14% or 5,500 of its workers,
and revamp its operating structure into five global business
units: oncology, diabetes, established markets, emerging markets
and the Elanco animal-health unit by January.

Eli Lilly, The Journal states, expects its work force to decrease
to 35,000 by the end of 2011 from 40,500 this year.

According to The Journal, Eli Lilly is faced with the possibility
of a steep revenue drop due to looming patent expirations and the
Company said that the layoffs and other measures would lessen its
costs by $1 billion by the end of 2011.

The Journal relates that between 2010 and 2013, drugs accounting
for more than half of Eli Lilly's revenue will face generic
competition as U.S. patents expire on four of its five top-selling
products.  The report says that sales of those drugs will decline
by as much as 80% from almost $11 billion in 2008.  According to
the report, Eli Lilly doesn't have the product array to offset the
lost revenue.

Eli Lilly and Company (NYSE: LLY) is a global pharmaceutical
company.  Its global headquarters is located in Indianapolis,
Indiana, in the U.S.


ENERGY PARTNERS: Posts $33.6MM Net Loss for June 30 Quarter
-----------------------------------------------------------
Energy Partners, Ltd., filed with the Securities and Exchange
Commission on September 9, 2009, its Form 10-Q:

     -- for the quarterly period ended June 30, 2009

        See http://ResearchArchives.com/t/s?44c2

     -- for the quarterly period ended March 31, 2009

        See http://ResearchArchives.com/t/s?44c3

Energy Partners Ltd. posted a net loss of $33,661,000 for the
three months ended June 30, 2009, from net income of $3,996,000
for the same quarter in 2008.  It posted a net loss of $65,532,000
for the first half ended June 30, 2009, from net income of
$6,311,000 for the first half ended June 30, 2008.

Energy Partners posted a net loss of $31,871,000 for the three
months ended March 31, 2009, from net income of $2,315,000 for the
same quarter in 2008.

As of June 30, 2009, Energy Partners had $697,745,000 in total
assets; and $703,536,000 in total liabilities, including
$146,704,000 in total current liabilities.

On August 20, 2009, the Company filed Amendment No. 1 to its
Annual Report on Form 10-K, originally filed with the SEC on
August 5 solely to correct a clerical error with respect to the
beneficial ownership of Wexford Capital and its affiliates.  A
full-text copy of Amendment No. 1 is available at no charge
http://ResearchArchives.com/t/s?44c4

On July 31, 2009, the Company filed its second amended joint plan
of reorganization, as modified as of July 31, with the Bankruptcy
Court.  On August 3, the Bankruptcy Court entered an order
confirming the Plan.

To become effective, all conditions under the Plan, which include
the Company's closing of an exit facility, had to be satisfied by
either September 10, 2009 or, with the approval of the Company and
the Majority Consenting Holders (as such term is defined in the
Plan), by September 25.  To provide additional time for the
Company to negotiate and close its exit financing, the Majority
Consenting Holders and the Company mutually agreed to extend the
time frame for the satisfaction of conditions under the Plan to
September 25, 2009.  On September 10, the Company filed a notice
with the Bankruptcy Court notifying the Bankruptcy Court of the
extension of the deadline for the Plan's effectiveness.

                    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.


FINLAY ENTERPRISES: Delays Filing of August 1 Form 10-Q Report
--------------------------------------------------------------
Finlay Enterprises, Inc., and Finlay Fine Jewelry Corporation, its
wholly owned subsidiary, will delay the filing of their Form 10-Q
report for the period ended August 1, 2009.

Finlay explained that following the commencement of their Chapter
11 cases, the Company's management has been particularly strained
by the considerable attention required for administering the
Chapter 11 Cases and marketing, negotiating and consummating the
sale of the Company's businesses and assets.  Consequently, the
Company believes that it will not be in a position to file the
Form 10-Q by the fifth calendar day following the required filing
date, as prescribed in Rule 12b-25, and further cannot make any
assurances as to when it will complete and file the Form 10-Q.
The inability to file the Form 10-Q could not have been eliminated
by the Company without unreasonable effort or expense, Finlay
said.

Finlay said it has been actively marketing the sale of its
businesses and assets to potential bidders pursuant to a
competitive bidding process that has been approved by the U.S.
Bankruptcy Court for the Southern District of New York.

Finlay said reasonable estimates of its financial results cannot
be made due to the burdens imposed on the Company's available
management.

The Company will prepare for the Court, pursuant to the Bankruptcy
Code, monthly operating reports which will be filed as a matter of
public record and will include financial disclosures.  The MORs
will also be filed with the Securities and Exchange Commission.

                       September 23 Auction

As reported by the Troubled Company Reporter on August 31, 2009,
the Court granted the Debtors' requests:

  (i) approve procedures in connection with the sale of all or
      substantially all of their assets, subject to higher
      and better offers at an auction;

(ii) authorize the Debtors to enter into an agency agreement (the
      "stalking horse agreement") with Gordon Brothers Retail
      Partners, LLC in connection with the sale; and

(iii) approve the payment of a break-up fee of $850,000 in
      accordance with the terms of the stalking horse agreement.

The stalking horse agreement provides for Gordon Brothers to act
as the Debtors' agent to liquidate (a) all of the merchandise
located in 106 of its specialty retail store locations and the
Debtors' distribution centers and other offsite locations by means
of a "going out of business," "sale on everything," "store
closing," or similar sale, and (b) the Debtors' owned furniture,
fixtures and equipment located at the stores.  The stalking horse
agreement provides a guaranty of payment of an amount the Debtors
believe to be roughly $116 million.

A full-text copy of the Agency Agreement is available at no charge
at http://researcharchives.com/t/s?4148

The bid deadline is August 26, 2009, at 4:00 p.m. in accordance
with the approved bid procedures.  Bids must have a value greater
than or equal to the sum of (x) $116,500,000, which is the value
determined by the Debtors of the stalking horse agreement, plus
(y) $850,000, the amount of the break-up fee, plus (z) an initial
overbid of $100,000.  The Debtors reserve the right to reject any
or all bids.

The auction will be conducted at the offices of Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, New York 10153 on
September 23, 2009, at 10:00 a.m.

The sale hearing will be held on September 25, 2009, at 10 a.m. or
such other time that the Court may direct.

Objections to the sale were due September 14, 2009, at 5:00 p.m.
by the Objection Notice Parties.

                        Melvin Retirement

Joseph M. Melvin -- Executive Vice President and Chief Operating
Officer of Finlay Enterprises and President and Chief Operating
Officer of Finlay Fine Jewelry -- retired effective August 14,
2009.  In connection with his retirement, on August 12, Finlay
Jewelry and Mr. Melvin entered into a Severance Agreement and
General Release.  Pursuant to the terms of the Agreement, Mr.
Melvin is entitled to certain benefits under Finlay Jewelry's
regular policies and to certain conditional benefits following his
retirement.

Under the terms of the Agreement, Mr. Melvin has agreed, among
other things, to release Finlay Enterprises and Finlay Jewelry
from all claims and to not disclose confidential or proprietary
information obtained during his employment.  Pursuant to the
Agreement, Mr. Melvin will receive, subject to his compliance with
these obligations, a severance payment in the amount of 12 weeks'
salary, or $107,320.62, less applicable taxes and other
withholding, payable in six installments.  Any payment in excess
of two months' base salary will be reduced by an amount equal to
the gross amounts Mr. Melvin receives or earns from employment or
engagement in any business or activity with Finlay during the
period for which the Mitigated Benefits are payable.  As a
condition to receipt of payment of the Mitigated Benefits, Mr.
Melvin is required, no later than seven days prior to the date
such payment is due, to certify in writing all amounts of Other
Income earned during the preceding payroll period so that the
appropriate offsets can be made.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.


FIRST AMERICAN: Fitch Downgrades Rating on Senior Debt to 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength of
the First American Insurance Companies with a Negative Outlook.
Additionally, Fitch has downgraded all holding company obligations
one notch:

First American Corporation

  -- Issuer Default Rating to 'BBB-' from 'BBB';
  -- Senior unsecured debt to 'BB+' from 'BBB-'.

First American Capital Trust

  -- Trust preferred securities to 'BB' from 'BB+'.

All ratings remain on a Negative Outlook.

The expanded notching of the holding company ratings reflects a
heightened scrutiny of the company's 47% debt to tangible capital
ratio as of June 30, 2009 given the current stressful environment.

Fitch notes that the company is actively looking to spin-off the
title and specialty insurance segment.  The proposed spin-off,
which was initially announced on Jan. 15, 2008, and has been
delayed to a 2010 event, will likely bring a significant change in
capital structure as a sizeable amount of debt and goodwill is
expected to remain with the Information Solutions segment.
However, unfavorably Fitch notes that FAF will be losing the
benefits of unregulated cash flows of the Information Solutions
segment.  Thus, any rating actions following the spin-off of the
title insurance segment will depend heavily on the ultimate
capitalization.

Fitch's affirmation of the current ratings is a reflection of the
company's improved profitability, high quality investment
portfolio, and adequate liquidity position.  Through the first
half of 2009, the company has reported $106.3 million in net
income, a 117% improvement over prior year.

The current Negative Outlook is indicative of not only negative
trends in the title insurance industry, but also some concerns
over First American's quality of capital and the potential for
adverse reserve development.  In particular, Fitch notes that
growth in statutory capital at the title insurance entities has
mainly come from sources other than net income.  While these
improvements in capital are beneficial, the quality of infused
capital is below a direct cash infusion.  Operating losses out of
step with industry peers or material deterioration in capital
would place further downward pressure on First American's ratings.

Fitch notes that any topics that are covered in its criteria
reports not specifically mentioned above are considered neutral to
the rating as of the date of this publication.

Fitch has downgraded these ratings with a Negative Outlook:

The First American Corporation

  -- IDR to 'BBB-' from 'BBB';

  -- Senior debt to 'BB+' from 'BBB-';

  -- $200 million senior unsecured notes due 2014 to 'BB+' from
     'BBB-';

  -- $100 million senior unsecured debentures due 2028 to 'BB+'
     from 'BBB-'.

First American Capital Trust

  -- $100 million trust preferred security due 2012 to 'BB' from
     'BB+'.

Fitch has affirmed the 'A-' IFS Rating with a Negative Outlook for
these entities:

* First American Title Insurance Company
* First American Title Insurance Co. of New York
* First Title Insurance (UK) PLC.
* Ohio Bar Title Insurance Co.
* Pacific Northwest Title Ins Co

Fitch has affirmed the 'A-' IFS ratings with a Negative Outlook of
these entities and has withdrawn them:

* First American Title Insurance Co. of Oregon
* First American Title Insurance Co. of North Carolina
* Land Title Insurance Co. of St.  Louis
* Port Lawrence Title & Trust Co.
* Mortgage Guaranty & Title Co.
* Massachusetts Title Insurance Co.
* Western National Title Insurance Company
* United General Title Insurance Co.
* Censtar Title Ins Co
* T.A. Title Ins Co
* First American Title Ins Co of KS


FIRST NATIONAL: Swings to $20MM Net Loss in Q3 of 2009
------------------------------------------------------
First National Bancshares, Inc. posted a net loss of $20,029,000
for three months ended June 30, 2009, compared with a net income
of $189,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net
income of $21,391,000 compared with a net income of $924,000 for
the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $834,696,000, total liabilities of $815,830,000 and a
stockholders' equity of $18,866,000.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44b7

First National Bancshares, Inc. -- http://www.fnbwecandothat.com/
-- (NASDAQ: FNSC) is an $812-million asset bank holding company
based in Spartanburg, South Carolina.  It provides a wide range of
financial services to consumer and commercial customers through
its wholly owned banking subsidiary, First National Bank of the
South, which has 12 full-service branches in five South Carolina
counties.  A 13th office is expected to open its doors in the Fort
Mill/Tega Cay community of York County in the second quarter of
2009.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 6, 2009,
Elliot Davis LLC in Greenville, South Carolina, has raised
substantial doubt about First National Bancshares' ability to
continue as a going concern.  In its April 29 audit report, Elliot
Davis said the Company's nonperforming assets have increased to
$75.5 million related primarily to deterioration in the credit
quality of its acquisition and development loans, causing the
Company to be out of compliance with certain covenants for its
line of credit.  The uncertainty of the Company's ability to repay
or replace the line of credit or to mitigate actions by their
lender if the lender declares an event of default, revokes the
line of credit or attempts to foreclose on the stock of the
subsidiary that is pledged as collateral, raises substantial doubt
about the Company's ability to continue as a going concern.


FIRST STATE FIN'L: Nasdaq to Delist Shares Effective Sept. 18
-------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of First State Financial Corporation,
effective at the opening of the trading session on September 18,
2009.

Based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rules 5100, 5110(b),
and IM-5100-1.  The Company was notified of the Staffs
determination on August 12, 2009.  The Company did not appeal the
Staff determination to the Hearings Panel, and the Staff
determination to delist the Company became final on August 21,
2009.

Meanwhile, First State said the Company has determined that it is
unable to timely file its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009, and the Company was not be able to
file the Form 10-Q within the five-day extension permitted by the
rules of the U. S. Securities and Exchange Commission.

On August 7, 2009, the Florida Office of Financial Regulation
closed the Company's former subsidiary, First State Bank and
subsequently, the Federal Deposit Insurance Corporation was
appointed as receiver.  The FDIC informed the Company that Stearns
Bank, National Association, St. Cloud, Minnesota, assumed all of
the deposits of the Bank, excluding those from brokers, and
purchased essentially all of the Bank's assets in a transaction
facilitated by the FDIC.  The only source of income for the
Company was the Bank.  The Company will conduct no business.

The Company recorded a loss for the year ended December 31, 2008,
of $21.1 million and for the first quarter of 2009 of
$16.3 million.  In addition, the Bank's capital ratios as of
December 31, 2008, and March 31, 2009, severely deteriorated and
are expected to continue to deteriorate through the second quarter
of 2009 unless the Company is able to secure new capital or reduce
the size of the loan portfolio.  Failure to meet regulatory
capital requirements may expose the Company and the Bank to
additional regulatory sanctions including mandatory asset
disposition and seizure.  In the Company's 2008 financial
statements filed on Form 10-K/A, on May 15, 2009, indicate these
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management's plans to mitigate the effects of the losses incurred
and other matters are 1) to raise additional equity capital; 2)
reduce the size of the loan portfolio; and 3) to pursue its
business plan and seek to generate positive operating cash flow.
The Company's ability to continue as a going concern is dependent
on the implementation and success of these plans and management
believes that these plans can be effectively implemented during
2009.  However, there can be no assurance that management's plans
can be achieved.

First State Financial Corporation is the parent of First State
Bank, a community bank headquartered in Sarasota, Florida with
offices in Sarasota and Pinellas counties.


FLA OWNER: U.S. Trustee Sets Meeting of Creditors for October 6
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in FLA Owner VI, Inc.'s Chapter 11 case on Oct. 6, 2009, at
1:30 p.m.  The meeting will be held at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 802, in Chicago, Illinois.

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.

Chicago, Illinois-based FLA Owner VI, Inc., filed for Chapter 11
on Aug. 28, 2009 (Bankr. N.D. Ill. Case No. 09-31877).  Scott R.
Clar, Esq., at Crane Heyman Simon Welch & Clar, represents the
Debtor in its restructuring effort.  In its schedules, the Company
said it has assets of at least $17,264,396, and total debts of
$25,270,313.


FORD MOTOR: Returns to Minivan Market by Adapting Car From Europe
-----------------------------------------------------------------
According to Keith Naughton at Bloomberg News, Ford Motor Co. will
start selling a new small U.S. minivan in late 2011, five years
after exiting the market for those vehicles, by adapting a model
from Europe.  At the Frankfurt Motor Show, Ford unveiled the Grand
C-Max, based on the Focus compact car.  The Grand C-Max will seat
seven and have minivan-style sliding rear doors, said Derrick
Kuzak, Ford's product development chief.

The U.S. minivan market peaked at 1.4 million vehicles in 2000 and
fell 57% to 592,000 last year, according to researcher Autodata
Corp. of Woodcliff Lake, New Jersey.

Meanwhile, Ford Motor, which has lost $30 billion in the past
three years, is on target with its plans to slow cash losses in
this year's second half, Chief Financial Officer Lewis Booth said
in an interview with Bloomberg at the Frankfurt Motor Show.  "I'm
comfortable with our guidance that we will do better in the second
half," Mr. Booth said.  Ford is targeting a profit for 2011 after
failing to post a positive annual result since 2005.

                       About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported in the Troubled Company Reporter on Sept. 7, 2009,
Moody's upgraded the Corporate Family Rating of Ford Motor Company
to Caa1 from Caa3, and also raised the company's Speculative Grade
Liquidity rating to SGL-3 from SGL-4.  The rating outlook was
changed to Stable from Negative.  Ford's Probability of Default
Rating remains at Caa3.  In a related action, Moody's placed the
Caa1 senior unsecured rating of Ford Motor Credit Company LLC on
review for possible upgrade.

The rating actions reflect Moody's belief that after a period of
intensive restructuring of its operations and balance sheet,
Ford's business viability has significantly improved.  The
positioning of the CFR rating at Caa1 balances the substantial
achievements the company has made in restructuring its operations
and rebuilding competitiveness against the expectation that even
with these improvements meaningful earnings and cash flow
generation will not be evident before 2011.  Moody's believes that
Ford has adequate liquidity to bridge itself until 2011 as
reflected in the upgrade of the SGL rating to SGL-3.
Notwithstanding the upgrade of the CFR rating, Ford's PDR is being
maintained at Caa3 due to the continuing potential that the
company might undertake further balance sheet restructuring
initiatives (such as an exchange offer or below-par tender for
outstanding obligations) that Moody's would view as a default for
rating purposes.


FORUM HEALTH: Creditors Try to Block Exclusivity Period Extension
-----------------------------------------------------------------
Vindy.com reports that Forum Health's major secured creditors has
asked the U.S. Bankruptcy Court for the Northern District of Ohio
to deny the Company's request to extend its exclusive right to
draft a reorganization plan.

Forum Health's actions have led to a "crisis of confidence in its
management," Vindy.com relates, citing the creditors.  According
to the report, the creditors said that they would seek the
appointment by the court of a Chapter 11 trustee, "one with
experience in running health-care systems."

Forum Health said in court documents that if exclusivity ends any
progress made to date would be at risk from the threat of
competing plans.  Vindy.com states that Forum Health said that the
moves it has made have slowed the cash drain.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors.  Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.


FRONTIER AIRLINES: Stipulation Resolving B/E Aerospace Claim
------------------------------------------------------------
B/E Aerospace Inc., Commercial Aircraft Products Group
provided goods to Frontier Airlines, Inc., prior to the Petition
Date.  In May 2008 and June 2009, B/E Aerospace filed these
claims in the Debtors' cases:

  * Reclamation Claim No. 910 for $3,521,342;

  * Administrative Claim No. 1124 for $656,688; and

  * Administrative Claim No. 1122 for $3,599,031, as amended by
    Claim No. 1548 for $1,873,270

To settle the Claims, the parties agree that B/E Aerospace will
have:

  (1) an allowed administrative expense Claim No. 1548 for
      $936,630; and

  (2) an allowed non-priority, general unsecured Claim No. 1122
      for $1,728,186.

The effectiveness of the Claims Settlement Agreement also
provides for the expungement of Claim Nos. 910, 1123, and 1124.

The Debtors and B/E Aerospace agree to release and discharge each
other from all actions and demands that arise from prepetition
acts or agreements other than (i) the Settled Claims, (ii) any
claims relating to environmental liabilities or indemnification
rights and (iii) any avoidance preference or other similar
actions pursuant to Section 510 or Subchapter III of Chapter 5 of
the U.S. Code.

B/E Aerospace will be deemed to have withdrawn (x) its
Reclamation Demand, (y) its objection to the Debtors' Reclamation
Report and (z) all other motions, objections, notices, proofs of
claim or other actions filed or that may be filed in the Chapter
11 cases.

The Debtors believe that settling the Settled Claims is favorable
to the Debtors and is in the best interest of their estates and
creditors.  They note that the settlement of the General
Unsecured Claim and the 503(b)(9) Claim is in light of:

  (i) there being no amount actually in controversy;

(ii) the unknown probability of the Debtors' success if the
      issue were to be litigated or not otherwise resolved by
      the Settlement;

(iii) the favorable terms of the Settlement for the Debtors'
      Estates; and

(iv) the unknown complexity, expense and duration of any
      litigation, arbitration or other resolution.

The Court will consider approval of the Stipulation on
September 23, 2009.  Objections, if any, must be filed by
September 18.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. has been declared the winning bidder in the auction to
acquire Frontier, beating Southwest Airlines.

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


GENERAL GROWTH: Bakersfield Mall's Schedules of Assets & Debts
--------------------------------------------------------------
A.  Real Property
    Owned
     Mall - Bakersfield, California                 $4,630,989
     Mall - Bakersfield, California                112,666,529

B.  Personal Property

B.1 Cash on hand
    Petty cash - cash drawer                             1,580

B.2 Checking accounts
    Bank of America                                      8,058

B.9 Interests in insurance policies
    Lexington Insurance Company Lead & Various Others   42,559
    Liberty Insurance Co. - GL, WC, Auto                 2,362

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                             3,160,249

B.21 Other contingent and unliquidated claims
     Valley Plaza Mall Personal Property Audit/2008      2,000

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

B.24 Customer lists or other compilations         Undetermined

B.28 Office equipment, furnishings, and supplies         8,333

B.29 Machinery, fixtures, equipment and supplies       490,315

B.35 Other personal property
     Prepaid expenses and other assets                  79,733

    TOTAL SCHEDULED ASSETS                        $121,092,707
    ==========================================================

D. Creditors Holding Secured Claims
   Secured Debt
    Wachovia Securities                            $95,299,167
   Mechanics Liens
    Focus Micro                                         33,328
    McIntosh & Associates                               30,486
    Whiting Turner                                     903,489
   Secured Tax Claims
    Kern County Treasurer/Tax Collector                      0

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities
    State Board of Equalization                              0
   Priority Claims - Franchise Tax Claims
    City of Bakersfield                                      0
    Delaware- Secretary of State                             0
    Franchise Tax Board                                      0
    Internal Revenue Service                                 0

F. Creditors Holding Unsecured Non-priority Claims
   Accounts Payable                                    532,428
    See http://bankrupt.com/misc/F1AccountsPayable.pdf

   Litigation
    Gallegos, Sergio                              Unliquidated
    Karr, Tressie                                 Unliquidated
    Pena Grading & Demolition, Inc.               Unliquidated
    Roger McIntosh & Associates                   Unliquidated
    Roger McIntosh doing business as McIntosh
     & Associates                                 Unliquidated
   Tenant Obligations
    AT&T                                                 2,463
    Body Shop, The                                      58,390
    Forever 21                                          30,000
    Sprint                                                  51
    Toy Land                                               400

   TOTAL SCHEDULED LIABILITIES                     $96,890,202
   ===========================================================

                       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: Bakersfield Mall's Statement of Financial Affairs
-----------------------------------------------------------------
Bakersfield Mall LLC reports that during the two years preceding
the Petition Date, it received income from gross sales from
operations, excluding intercompany operations:

Year                     Income
----                     ------
2007                   $24,285,416
2008                    25,029,467
2009                     6,419,532

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

Year                     Income
----                     ------
2007                   $562,298
2008                    400,930
2009                     67,612

Mr. Hoyt says that the Debtor made payments aggregating
$2,451,187 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/bakersfield_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/bakersfield_paymentstoinsiders.pdf

Moreover, the Debtor is party to seven suits.

In the ordinary course of business, Bakersfield Mall 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 Bakersfield Mall believes that
these amounts do not constitute property of the estate, it did
not list those amounts.  Bakersfield Mall also has not listed any
garnishment out of concerns for the confidentiality of its
employees.

Moreover, in the ordinary course of its business prior to the
Petition Date, Bakersfield Mall 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, Bakersfield Mall 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: Lancaster Trust's Schedules of Assets & Debts
-------------------------------------------------------------
A.  Real Property
    Owned
     Mall - Lancaster, PA                         $171,070,690

B.  Personal Property
B.1 Cash on hand
    Petty cash - cash drawer                               660

B.2 Checking accounts
    Sovereign Bank                                       3,610

B.9 Interests in insurance policies
    Lexington Insurance Company Lead & Others           14,132
    Liberty Insurance Co. - GL, WC, Auto                 2,116

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                             5,268,585

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                                            2,903

B.28 Office equipment, furnishings, and supplies         5,775

B.29 Machinery, fixtures, equipment and supplies       664,319

B.35 Other personal property
     Prepaid expenses and other assets               1,683,437

B.35(b) Accounts Payable Debit
    UPS                                                     11
    Officemax                                               38
    Federal Building Services, Inc.                         49

    TOTAL SCHEDULED ASSETS                        $178,716,323
    ==========================================================

D. Creditors Holding Secured Claims
   Secured Debt
    Midland Loan Services, Inc.                   $149,686,918
   Secured Tax Claims
    City of Lancaster, PA                                    0
    Lancaster County Treasurer                               0
    Manheim Township                                         0
    Manheim Township School District                         0
    School District of Lancaster                             0

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities
    Commonwealth of Pennsylvania, Dept. of Revenue           0
   Priority Claims - Franchise Tax Claims
    Dept. of the Treasury                                    0
    Illinois Secretary of State                              0
    Pennsylvania Dept. of Revenue                            0

F. Creditors Holding Unsecured Non-priority Claims
   Accounts Payable                                    360,522
    See http://bankrupt.com/misc/F1AccountsPayable.pdf

   Litigation
    Synder, Lawrence & Jeanne                     Unliquidated
   Tenant Obligations
    AT&T                                          Unliquidated
    Bon Ton, The                                           251
    Honey Baked Ham                                        910
    International Environmental Mgmt. Inc.                 833
    Plumb Gold                                             650
    Sprint                                                 377
    Walking Company, The                                50,000

   TOTAL SCHEDULED LIABILITIES                    $150,100,462
   ===========================================================

                       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: Lancaster Trust's Statement of Financial Affairs
----------------------------------------------------------------
Lancaster Trust declares that during the two years preceding the
Petition Date, it received income from gross sales from
operations, excluding intercompany operations:

Year                     Income
----                     ------
2007                   $28,829,353
2008                    29,458,905
2009                     7,428,840

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

Year                     Income
----                     ------
2007                   $818,752
2008                    644,766
2009                    103,894

Mr. Hoyt says that the Debtor made payments aggregating
$1,969,787 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/lancaster_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/lancaster_paymentstoinsiders.pdf

Moreover, the Debtor is a defendant to an action commenced by
Lawrence Snyder and Jeanne M. Snyder.

The Debtor incurred a loss of $105 due to mall property damaged
by floor scrubber one year before the Petition Date.

In addition, Lancaster Trust sold its site of Boscov's Department
Store at Park City Center for $500,000 to Pax Mall Realty
Company, LP two years before the Petition Date.

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

Moreover, in the ordinary course of its business prior to the
Petition Date, Lancaster Trust 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, Lancaster Trust 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 MOTORS: EU to Scrutinize Opel Restructuring Plan
--------------------------------------------------------
Matthew Newman at Bloomberg News reports that Germany must submit
its restructuring plan for General Motors Co.'s Opel unit to
European Union competition chief Neelie Kroes.

According to Bloomberg, the European Commission said it hasn't
been formally notified of Germany's plan to provide Opel with
EUR3 billion  (US$4.38 billion) in loan guarantees.

Bloomberg relates Neelie Kroes, the EU's competition commissioner,
warned Germany against any "protectionist motives" in its support
plan for GM's Opel unit as the carmaker's new owner announced
plans to cut about 10,500 jobs.  Ms. Kroes, as cited by Bloomberg,
said no job or investment conditions are allowed to be tied to the
aid by the government of German Chancellor Angela Merkel, who is
seeking re-election in two weeks.

"Such conditions would create unacceptable distortions in the
internal market and could trigger a subsidy race which would
significantly damage the European economy in the present delicate
moment," Bloomberg quoted Ms. Kroes as saying.  "We will be
scrutinizing the process very carefully to make sure it is based
on commercial considerations."

                             Job Cuts

Bloomberg reports that, at a press conference in Frankfurt
yesterday, Magna International Inc. Co-Chief Executive Officer
Siegfried Wolf said he expects the elimination of about 10,500
jobs at Opel.

Daniel Schafer and John Reed at The Financial Times report that
Mr. Wolf, Magna's co-chief executive, said that Opel and its UK
business, Vauxhall, would have to cut their combined workforce of
more than 50,000 by a fifth in the next 12 months.  According to
the FT, more than 4,000 of the job cuts would be in Germany, where
25,000 are employed, and the rest elsewhere in Europe.  The FT
relates Mr. Wolf confirmed that Magna might have to close Opel's
Belgian plant in Antwerp, which employs 2,580 and builds the Astra
compact model.  Opel's new owners plan to invest EUR600 million
(US$877 million) in the Russian market, the FT discloses.  The FT
notes Mr. Wolf said Opel's new owners plan to repay the government
loans by 2015 and return the company to profitability before that
date.

                             Antwerp

RIA Novosti, citing Belgian media, reports the Antwerp plant could
be saved should Belgian authorities allocate EUR200 million
(US$290 million).  RIA Novosti relates the media quoted Opel top
labor representative Klaus Franz as saying Opel's plants in
Europe, planned for closure, can be kept running if EUR1.6 billion
(US$2.3 billion), including EUR200 million in state aid for the
Belgian plant, is allocated by the countries where the plants are
situated.

                             Vauxhall

Richard Wachman at The Guardian reports that UK business secretary
Lord Mandelson is seeking talks with senior executives at Magna
when he could offer up the prospect of GBP400 million of
taxpayer's money, if the company agrees to safeguard the future of
Vauxhall's Luton plant.  According to the Guardian, GM's Luton van
factory is considered to the most vulnerable to closure as a
contract to produce van models expires in 2013, and the company
has said nothing about a replacement.  Ellesmere Port and Luton
employ more than 5,000 employees.

As reported in the Troubled Company Reporter-Europe on Sept. 11,
2009, Magna and Savings Bank of the Russian Federation said their
joint offer to acquire a 55% interest in Opel has been selected by
both GM and the Opel Trust as the preferred solution to address
the future of Opel.

Under the offer, the acquired 55% interest in Opel would be owned
50:50 by a Magna/Sberbank consortium with GM retaining a 35%
interest and Opel employees acquiring 10% as part of a new labour
framework.  The offer contemplates a  total equity investment by
the consortium of EUR500 million over time.  Completion of the
purchase remains subject to finalization of definitive agreements
and other conditions, including government-backed financing and
regulatory approvals.

                             Viability

John Reed and Bernard Simon at The Financial Times report analysts
raised questions about Magna's ability to execute a restructuring
needed to return Opel to profitability, even with the help of
EUR4.5 billion (US$6.5 billion) of mostly German government aid.
According ot the FT, while Magna's original bid document spoke of
cutting costs by axing 10,000 jobs across Europe, in an industry
driven by volumes, however, profitability hinges less on cost-
cutting than on manufacturers' ability to build scale by selling
more cars.  GM currently builds 450,000 units a year on the
production platform that makes its Astra model, a volume analysts
describe as too small to recoup costs, the FT notes.

"The critical volume per platform is at 600,000 to 800,000 units
for a mass carmaker," the FT quoted Arndt Ellinghorst, head of
automotive research at Credit Suisse, as saying.  "Unless Opel can
reach that level, its business model remains fragile."

                   U.K. to Support Magna Bid

Robert Hutton at Bloomberg reports that Prime Minister Gordon
Brown said the U.K. government is planning to support Magna's bid
for General Motors' operations in the U.K.  "We have and will
continue to support the development of the car industry at
Ellesmere Port and Luton," Mr. Brown told an audience of union
leaders in Liverpool on September 14.  "We're prepared to support
with finance the Magna operation."

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- was founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer.  GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.

Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors.  GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.

General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.

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


GENMAR HOLDINGS: Wants December 31 Plan Submission Deadline
-----------------------------------------------------------
Court documents say that Genmar Holdings Inc. has asked the U.S.
Bankruptcy Court for the District of Minnesota to extend its
exclusive period to file a plan until December 31, 2010.  It also
wants the period to solicit acceptances of the plan to expire
Feb. 28, 2010.  A hearing on the request is scheduled for
Sept. 24.

Trade Only quoted Genmar chairman Irwin Jacobs as saying, "The
reason for that is we're very close to the financing for the
entire transaction to come out of the [Chapter] 11, and we are
hoping to have something public before this week is out.  I feel
very pleased, and I'm optimistic that we'll have something to say
before the week is out relative to that.  There's no sales
included in that.  For the most part, the entire plan is for
Genmar to be intact."

Genmar, according to court documents, has started implementing
exit strategies, like sale of assets, and these transactions will
form the basis of any plan.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
manufacture recreational boats.  The Debtors filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No.
09-33773, and 09-43537).  James L. Baillie, Esq., and Ryan Murphy,
Esq., at Fredrikson & Byron, PA, assist the Debtors in their
restructuring efforts.  Carver Italia listed $10 million to
$50 million in assets and $100 million to $500 million in debts.


GREEKTOWN HOLDINGS: To Send 2 Rival Plans to Creditors for Voting
-----------------------------------------------------------------
Bankruptcy Judge Walter Shapero of the U.S. Bankruptcy Court for
the Eastern District of Michigan approved on September 3, 2009,
the competing Disclosure Statements of the Chapter 11 plans filed
by Greektown Holdings LLC and Merrill Lynch Capital Corporation,
as administrative agent for the Debtors' Lenders, on the one hand;
and Luna Greektown LLC and Plainfield Asset Management LLC, on the
other hand, as containing "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code.

The Court issued its ruling in light of a stipulation among the
Debtors, Merrill Lynch, the Luna Plan Sponsors and the Official
Committee of Unsecured Creditors dated September 2, 2009.  Under
the stipulation, the parties agreed on the form of the disclosure
statement order, the form of the ballots, the plan solicitation
procedures, and the Creditors Committee Recommendation Letter,
among others.

All unresolved objections to the form of the Disclosure
Statements have been addressed on the record of the hearings held
by the Court on the Disclosure Statements and by the Court's
order entered on August 20, 2009, Judge Shapero held.

By virtue of the Disclosure Statement Order, the Debtors are
permitted to solicit acceptances for their Chapter 11 plan.  The
Debtors and the Luna Plan Sponsors have also agreed that the
Debtors' Plan and the Luna Plan will be served on creditors
simultaneously.  Hence, the Debtors' Balloting Agent will serve
one package on creditors, which will comprise of:

  * A single cover letter agreed upon by the Plan Sponsors
  * A letter from the Official Committee of Unsecured Creditors
  * A Solicitation Package of the Debtors' Plan
  * A Solicitation Package of the Luna Sponsors' Plan

The Solicitation Package of each Plan Sponsor will include (i) a
copy of that Sponsor's Chapter 11 Plan and Disclosure Statement,
(ii) a copy of the Disclosure Statement Order, (iii) the
Confirmation Hearing Notice, (iv) the appropriate Ballot and
voting instructions, (v) a list identifying the names of holders
of claims in Classes 10 and 11 with respect to the Debtors' Plan,
and Classes 12 and 13 with respect to the Luna Plan, and (vi) a
pre-addressed, postage pre-paid return envelope.

The Court has established August 31, 2009, as the voting record
date to determine (i) the holders of claims that are entitled to
receive solicitation packages; (ii) the holders of Claims in each
of the voting classes; and (iii) whether Claims have been
transferred properly to an assignee.  Holders of any claim filed
after the Voting Record Date will not be entitled to vote.

The Voting Deadline will be October 8, 2009, at 7:00 p.m.
prevailing Eastern Time.  However, with regard to holders of
Class 5 Bondholder Claims who submit their ballots through a
nominee, the submission deadline will be October 5, 2009.

The Court has also approved the proposed form of ballots and
proposed voting and tabulation procedures submitted by both Plan
Sponsors.

Judge Shapero will commence the Confirmation Hearing on
November 3, 2009, at 10:00 a.m., prevailing Eastern Time.  Any
party who wishes to file an objection to the Competing Plans has
until October 13, 2009, at 5:00 p.m. Prevailing Eastern Time, to
formally submit its objection to the Court.

Any objection to the Plan must be in writing, must state the
identity of the objecting party and the nature of the objector's
claim, and must state with particularity the basis and nature of
any objection to the Plan.

Full-text copies of the Debtors' Disclosure Statement Order and
the Sept. 2 Stipulation among the Plan Sponsors is available for
free at http://ResearchArchives.com/t/s?44c7

                 Debtors' Aug. 27 Plan Supplements,
            Luna's Aug. 28 Amended Disclosure Statement

About five days before the Court entered the Disclosure Statement
Order, on August 27, 2009, the Debtors submitted corrected plan
exhibits on the liquidation analysis, their historical financial
results, and additional historical financial information, full-
text copies of which are available for free at:

          http://bankrupt.com/misc/GrktnAmLiqAn.pdf
          http://bankrupt.com/misc/GrktnAmFinRes.pdf
          http://bankrupt.com/misc/GrktnAddFinInf.pdf

A redlined copy of the Liquidation Analysis is available for free
at http://bankrupt.com/misc/GrktnAmExBRed.pdf

The Debtors also presented to the Court an exit financing term
sheet, which contemplates an exit facility of up to $290 million
to be provided by a syndicate of lenders and to be arranged by
Banc of America Securities LLC and Wells Fargo.  Proceeds of the
Exit Facility will be used to refinance the indebtedness set
forth in the Plan.  A full-text copy of the Exit Financing Term
Sheet is available for free at:

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

Furthermore, the Debtors submitted to the Court a redline version
of the Second Amended Disclosure Statement, a full-text copy of
which is available for free at:

          http://bankrupt.com/misc/Grktn2ndAmDSRed.pdf

The Luna Plan Sponsors also presented to the Court an Amended
Disclosure Statement on August 28, 2009, reflecting, among
others, additional information on the company structure of the
Luna Sponsors, the addition of Class 40 Deficiency Claims,
clarifications of the treatment of certain claims, and the
creation of a litigation trust.

Clean and redlined copies of the August 28 Luna Disclosure
Statement are available for free at:

       http://bankrupt.com/misc/GRKTWN_Aug28LunaDS.pdf
       http://bankrupt.com/misc/GRKTWN_Aug28LunaDS_Red.pdf

            Discovery Requests & Deposition Notices

In connection with Plan confirmation process and pursuant to
Section 33 and 34 of the Federal Rules of Civil Procedure, the
Debtors served their first set of discovery requests separately
on MFC Global Investment Management U.S. LLC and Deutsche Bank
Trust Company Americas on September 8, 2009.

Among others, the Debtors seek information on the identity of
witnesses MFC and Deutsche Bank may call at the Confirmation
Hearing, the documents MC and Deutsche Bank may offer as exhibit
at the Confirmation Hearing, and the bases for MFC's and Deutsche
Bank's contention that the Debtors' Plan was not filed in good
faith.

Full-text copies of the Discovery Requests are available for free
at:

          http://bankrupt.com/misc/GrktnDiscReq1.pdf
          http://bankrupt.com/misc/GrktnDiscReq2.pdf

Also, Merrill Lynch, as a plan proponent of the Debtors' Plan and
as administrative agent of the Debtors' Lenders, informed the
Court on September 8, 2009, that it served notices of deposition
on Deutsche Bank, MFC Global and the Creditors Committee.
Merrill Lynch intends to conduct an oral examination of one or
more representatives of the Deposition Parties on these dates:

     Deposition Party        Date of Deposition
     ----------------        ------------------
     Creditors Committee     Oct. 19, 2009, 9:00 a.m.
     Deutsche Bank           Oct. 20, 2009, 9:00 a.m.
     MFC Global              Oct. 21, 2009, 9:00 a.m.

Essentially, Merrill Lynch wants to take testimony from the
Deposition Parties of their bases for contending that the
Debtors' Plan should be denied confirmation.

The examinations will take place at the offices of Schafer &
Weiner PLLC, at 40950 Woodward Ave., Ste. 100, in Bloomfield
Hills, Michigan.  The depositions will continue day to day until
completed.

Merrill Lynch seeks that the Deposition Parties identify their
representatives by October 2, 2009.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Differences Between Two Competing Plans
-----------------------------------------------------------
Greektown Holdings LLC and its units, Merrill Lynch Capital
Corporation as administrative agent of the Debtors' Lenders, Luna
Greektown LLC and Plainfield Asset Management LLC have agreed on
the form of a cover letter to accompany the Solicitation Packages
to be sent out to creditors entitled to vote on the Competing
Plans.

The Competing Plans refer to the Chapter 11 Plan filed the
Debtors and Merrill Lynch, as amended on August 26, 2009; and the
Chapter 11 Plan filed by Luna and Plainfield Asset, as amended on
August 28, 2009.

Under the Cover Letter, the Competing Plan Sponsors noted the
differences between their respective Plans:


             Debtors' Plan              Luna Plan
             ------------------------   ------------------------
General
Structure:   Reorganized Debtors will   Reorganized Debtors will
             issue 100% new equity on   issue new equity having
             a pro rata basis to the    an aggregate value of
             Prepetition Lenders.       $485 million.
Deemed
Enterprise
Value:       $540 million               $485 million

Exit
Financing:   $275 million               $275 million

Cash
Contribution:    --                     The Luna Sponsors will
                                        contribute new cash of
                                        $16.45 million and
                                        their prepetition
                                        secured claim for
                                        $11.17 million to the
                                        Reorganized Debtors.

                                        In exchange, the Luna
                                        Sponsors will get
                                        29.41% of new Common
                                        Units and Plan
                                        Proponents Warrants,
                                        with the remaining
                                        70.59% of the New Common
                                        Units to be distributed
                                        on a pro rata basis to
                                        the Prepetition Lenders.

Alternative  To continue to market      None.
Proposal:    the Debtors' assets
             for sale.

Claim
Recovery              Debtors' Plan       Luna Plan
------------          -------------       ---------
DIP Lenders           100% recovery       100% recovery
Prepetition Lenders   98-99% recovery     77% recovery
Trade Creditors of
Greektown Casino      33.23% recovery     44.31% recovery

Bondholder Claims
Against Greektown
Holdings              0% recovery         depends on value of
                                          the Avoidance Actions

General Unsecured
Claims Against
Greektown Casino      0.32% recovery      0.32% plus warrants

Other General
Unsecured
Claims                0% recovery         depends on value of
                                          the Avoidance Actions

A copy of the Solicitation Package Cover Sheet and a more
detailed list of the Competing Plan differences is available for
free at http://bankrupt.com/misc/GRKTOWN_SolPackageCoverSheet.pdf

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Creditors Seek Discovery on Competing Plans
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Greektown
Holdings LLC's cases, Deutsche Bank Trust Company Americas, as
indenture trustee, and MFC Global Investment Management ask the
Court for authority to conduct discovery in relation to (i) the
Debtors' Second Amended Joint Plan of Reorganization, and (ii)
Luna Greektown LLC and Plainfield Asset Management LLC and its
affiliates' First Amended Joint Plan of Reorganization, including
any subsequent Plan amendments.

As previously reported, the Creditors Committee, Deutsche Bank,
and MFC Global objected to confirmation of the Debtors'
Disclosure Statement, asserting that the Debtors' Plan
significantly undervalues both the Debtors' enterprise and gaming
license; relies upon deficient financial projections; and
proposes a distribution scheme in violation of the Bankruptcy
Code.

Accordingly, Joel D. Applebaum, Esq., at Clark Hill PLC, in
Birmingham, Michigan, contends that Discovery is thus critical to
explore (i) how the Debtors and their professionals arrived at
the Debtors' Plan valuations and projections, and (ii) whether
the Debtors' Plan is actually feasible, passes the best interest
of creditors test and has been proposed in good faith.

Certain critical issues were excluded from discovery at the
disclosure statement stage, with the understanding that the
issues would be dealt with at the confirmation stage, Mr.
Applebaum points out.  He notes that Moelis & Company, the
Debtors' financial advisor, has not produced documents and has
not been deposed pursuant to an agreement by the parties that the
discovery would be delayed until confirmation.

Mr. Applebaum reminds the Court that the Debtors fiercely argued
for limited disclosure statement discovery on the grounds that
the requests are related to confirmation.  Ultimately, the
Debtors produced only a small portion of the documents requested
and refused to produce either documents or witnesses deemed by
the Debtors to be related to confirmation objections, which
failed to light on numerous issues that are directly relevant to
the confirmability of the Debtors' Plan.

"Without further disclosure, the Debtors' Plan's feasibility is
impossible to determine," Mr. Applebaum says.

For these reasons, the Committee, MFC Global and Deutsche Bank
seek to conduct more plan-related discovery.  The Movants tell
the Court that they may seek to depose:

  -- Clifford J. Vallier, the Debtors' chief financial officer
     and assistant manager;

  -- D. Joe McCoy, a member of the Debtors' Board of Directors;

  -- Jake Miklojcik, a member of the Debtors' Board of
     Directors;

  -- Louis Glazier, a member of the Debtors' Board of Directors;

  -- Merrill Lynch Capital Corporation;

  -- Moelis & Company by Thane Carlson, Co-Head of
     Recapitalization and Restructuring Group, investment banker
     of the Debtors, or any other officer, director, or employee
     of Moelis that will be called as an expert witness;

  -- The Fine Point Group LLC by Randall Fine, managing
     director, chief executive officer of the Debtors; and

  -- Conway MacKenzie & Dunleavy by Charles Moore and Alex
     Calderone, financial advisor to the Debtors, or any other
     officer, director, or employee of CMD that will be called
     as an expert witness.

The Movants add that they may also ask the production of
documents from the Deposition Parties.

With regard to the Luna Plan, Mr. Applebaum contends that the
Committee, Deutsche Bank and MFC Global have not had any
opportunity to conduct discovery.  As a result, discovery will be
needed with respect to:

  (1) the Luna Plan Proponents' determination of the Debtors'
      "going concern" or "business enterprise" value;

  (2) the value, if any, that the Luna Plan Proponents attribute
      to the Debtors' gaming license;

  (3) the value, if any, that the Luna Plan Proponents attribute
      to the Debtors' non-core assets;

  (4) the justification for the Competing Proposal and Other
      Restructuring Transactions;

  (5) who prepared the Luna Plan Proponent's Plan;

  (6) on what information or valuation was the Luna Plan based;

  (7) how and with whom the Luna Plan was negotiated; and

  (8) Luna's efforts to obtain exit financing and the terms of
      exit financing.

Without the requested discovery, the Committee, et al., say they
will be unable to determine the feasibility of the Luna Plan, and
whether the Plan's treatment of creditors satisfies the best
interest test.

                         Parties React

These parties filed responses to the Discovery Request of the
Committee, MFC Global and Deutsche Bank:

  -- the City of Detroit, which concurs to the relief sought by
     the Movants and asks permission to participate in the
     discovery;

  -- the Debtors, who argue that the Movants requests are
     substantially duplicative, overly burdensome, and
     unreasonable;

  -- the Fine Point Group, which joins in the Debtors'
     objection; and

  -- in separate filings, Merrill Lynch Capital Corporation,
     Luna Greektown LLC, and Plainfield Asset Management LLC,
     who assert that the documents sought by the Movants are
     subject to attorney-client privileges.

The Debtors maintain that the Movants have already received a
large amount of significant relevant information and documents,
which rendered the Movants' additional requests duplicative.  The
Debtors further note, in a separate filing, that they agree to
the general proposition that parties-in-interest should be
permitted to take discovery from each other in connection with
the confirmation hearing on their Second Amended Plan and the
Luna Plan.  The Debtors, however, do not concur in the scope of
the Movants' discovery requests.

Fine Point contends that the Movants seem to seek discovery to
assist them in the preparation for objections to confirmation of
each of the Plans, since both Plans essentially leave the Movants
and their constituents "out of the money."  In a subsequent
filing, Fine Point tells the Court that it reached out to the
Movants in an effort to resolve the dispute, however, the Movants
seem unwilling to move off from their current requests.

For these reasons, the Debtors and Fine Point ask the Court to
deny the Movants' Request.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


HERON LAKE: Posts $12.8MM Net Loss in Nine Months Ended July 31
---------------------------------------------------------------
Heron Lake Bioenergy, LLC posted a net loss of $3,785,147 for
three months ended July 31, 2009, compared with a net income of
$5,709,514 for the same period in 2008.

For nine months ended July 31, 2009, the Company posted a net loss
of $12,809,885 compared with a net income of $16,425,332 for the
same period in 2008.

The Company's balance sheet at July 31, 2009, showed total assets
of $113,605,678, total liabilities of $75,832,380 and a members'
equity of $37,773,298.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that at
July 31, 2009, as at April 30, 2009, and Jan. 31, 2009, the
Company was out of compliance with the minimum working capital
requirement provision of its master loan agreement with AgStar
Financial Services, PCA.

In addition, the Company anticipates that the minimum net worth
and fixed charge coverage ratio covenants will not be met through
or as of fiscal year end 2009 unless amended.  At Jan. 31, 2009,
the Company reclassified the long-term debt related to this
agreement to current liabilities because the Company was not in
compliance with the minimum working capital requirement.  That
reclassification remains as of July 31, 2009, because of the
actual and anticipated covenant default.

Additionally, the Company expensed the remaining unamortized loan
costs totaling approximately $445,000 associated with this debt
during the quarter ended Jan. 31, 2009.  If AgStar exercises its
right to accelerate the maturity of the debt outstanding under the
master loan agreement or the line of credit, the Company will not
have adequate available cash to repay the amounts currently
outstanding at July 31, 2009.  Further, while an event of default
exists, the Company is not permitted to borrow additional funds
under its line of credit or revolving term note without AgStar's
consent.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44b8

Heron Lake Bioenergy, LLC -- http://www.heronlakebioenergy.com/
The Company owns and operates a 50 million gallon ethanol plant
near Heron Lake, Minnesota with ethanol distribution to upper
Midwest states. In addition, the Company produces and sells
distillers grains with solubles as co-products of ethanol
production.


HUNTINGTON BANCSHARES: Fitch Affirms Issuer Default Rating
----------------------------------------------------------
Fitch Ratings affirms Huntington Bancshares, Inc. and Huntington
National Bank's ratings, including the Long-term Issuer Default
Rating at 'BBB' and 'BBB+', respectively.  The Rating Outlook
remains Negative.

Improving HBAN's relatively low tangible common equity position
had been an area of focus for management in 2009 and efforts to
boost tangible common equity have been successful.  Largely
through the issuance of new common stock, the company has raised
its tangible common equity to assets ratio approximately 200 bps
since year end 2008 (YE08) with the bulk of the capital raising
being completed in second quarter-2009 (2Q'09).  HBAN also
recently announced an additional $150 million equity issuance,
which will complete the company's previously announced capital
raising efforts.

Fitch's April 2009 rating action (ratings downgraded to current
levels) reflected the view that HBAN's earnings will be pressured
for the remainder of 2009 as nonperforming loans and credit costs
pressure the bottom line.  This view remains unchanged.
Additionally, Fitch was concerned with HBAN's low levels of
tangible common equity and the relatively high level of preferred
in the capital structure which could hinder holding company
financial flexibility.  Reflecting this, the notching between the
bank and the holding company as well as holding company and
certain preferred issues was widened to further indicate the
heightened level of pressure for the company to address capital
issues and enhance holding company financial flexibility.

While the company's efforts to date have been successful and
remove some near-term ratings pressure, the continued difficult
operating environment indicates that operating losses over the
near term are likely to continue.  Additionally, Fitch expects
that asset quality metrics will likely weaken further, especially
in the commercial real estate portfolio maintaining the negative
pressure and Negative Outlook on the company's ratings.  That
said, the increased capital and liquidity at the holding company
has improved financial flexibility.  Fitch believes the holding
company has sufficient cash (currently approximately $1.2 billion)
to support relatively nominal near-term obligations.  However,
Fitch expects the holding company will need to downstream capital
to the bank over the coming quarters to offset operating losses.
Fitch will maintain the notching between the bank and holding
company until greater clarity is apparent that holding company
resources are sufficient to meet bank capital needs, while still
providing the holding company with adequate flexibility to meet
its own needs, including preferred dividends.

Fitch has affirmed these ratings:

Huntington Bancshares, Inc.

  -- Long-term Issuer Default Rating at 'BBB';
  -- Short-term IDR at 'F2';
  -- Individual at 'C';
  -- Preferred stock at 'BB';
  -- Support at '5';
  -- Support Floor at 'NF'.

Huntington National Bank

  -- Short-term debt FDIC guaranteed under TLGP at 'F1+';
  -- long-term debt FDIC guaranteed under TLGP at 'AAA';
  -- Long-term deposits at 'A-';
  -- Long-term IDR at 'BBB+';
  -- Senior unsecured at 'BBB+';
  -- Subordinated debt at 'BBB';
  -- Short-term IDR at 'F2';
  -- Short-term deposits at 'F1';
  -- Individual at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.

Huntington Capital I-III

  -- Preferred stock at 'BB+'.

Sky Bank

  -- Subordinated debt at 'BBB'.

Sky Financial Capital Trust I-IV

  -- Preferred stock at 'BB+'.

The Rating Outlook for Huntington Bancshares, Inc., and Huntington
National Bank is Negative.


INNOVATIVE SPINAL: Integra Acquires Assets for $9.25 Million
------------------------------------------------------------
Joao-Pierre Ruth at NJBIZ.com reports that Integra LifeSciences
Holdings Corp. said that it acquired Innovative Spinal
Technologies Inc.'s assets for $9.25 million through an auction.

According to NJBIZ.com, Integra LifeSciences acquired Innovative
Spinal's:

     -- product inventory,
     -- trademarks, and
     -- a portfolio of more than 100 patents and patent
        applications.

Innovative Spinal Technologies filed for Chapter 7 bankruptcy
protection on May 15, 2009 (Bankr. D. Mass. Case No. 09-14415).


ISAAC SANDERS: Files for Bankruptcy, Faces Sexual Assault Lawsuit
-----------------------------------------------------------------
The Associated Press reports that former East Stroudsburg
University Vice President for Advancement Isaac Sanders has filed
for bankruptcy, listing more than $200,000 in debt.

According to The AP, six current and former students filed a
lawsuit against Mr. Sanders in February 2009, claiming that he
either attacked them or used gifts and scholarships to pressure
them for sex, which he denied.  The AP relates that Mr. Sanders'
bankruptcy filing listed a $150,000 claim from the suit.

The AP states that arguments in the civil case will be heard in
federal court in January.


LANDAMERICA FINANCIAL: Files Joint Liquidation Plan
---------------------------------------------------
LandAmerica Financial Group, Inc., and LandAmerica 1031 Exchange
Services, Inc., filed on September 9, 2009, with the United States
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, a form of proposed joint plan of liquidation and a
corresponding form of proposed disclosure statement.

The primary purpose of the Plan is to sell substantially all of
the Debtors' assets in an expeditious manner and to distribute the
proceeds to creditors.

The Plan is a non-substantively consolidated liquidating plan,
which generally means that it will effectuate the liquidation of
LFG and its Debtor subsidiaries, and that the proceeds of the
liquidation of each legal entity will be distributed to the
creditors of that entity, rather than pooled together in one
common fund for distribution to all creditors.

The Plan contemplates, among other terms, for the cancellation of
LFG's common stock upon the effective date of the Plan.  The
holders of LFG common stock are not expected to participate in any
future distribution of cash or other property from LFG's estate.

The Plan provides for these creditor recoveries:

                                               Treatment &
     Class   Description of Claim              Est. Recovery
     -----   --------------------              -------------
     LES 1   LES Priority Non-Tax Claims       Not impaired, not
                                               entitled to vote,
                                               100%

     LES 2   LES Secured Claims                Not impaired, not
                                               entitled to vote
                                               ___%

     LES 3   LES Escrow Exchange Claims        Entitled to vote,
                                               97%

     LES 4   Segregated Exchange               Entitled to vote,
             Principal Claims                  ___%

     LES 5   Note Exchange                     Entitled to vote,
             Collectible Claims                ___%

     LES 6   LES General Unsecured Claims      Entitled to vote,
                                               ___%

     LES 7   LES Damages Claims                Entitled to vote,
                                               [0]%

     LES 8   LES Equity Interests              Entitled to vote,
                                               [0]%


     LFG 1   LFG Priority Non-Tax Claims       Not impaired, not
                                               entitled to vote,
                                               ___%

     LFG 2   LFG Secured Claims                Not impaired, not
                                               entitled to vote
                                               ___%

     LFG 3   LFG General Unsecured Claims      Entitled to vote,
                                               ___%

     LFG 4   LFG Exchange Guarantee            Entitled to vote,
             Claims                            ___%

     LFG 5   LFG Securities Law Claims         Entitled to vote,
                                               ___%

     LFG 6   LFG Equity Interests              Not entitled to
                                               vote,
                                               0%

     SD 1    Subsidiary Priority Non-Tax       Not entitled to
             Claims                            vote,
                                               ___%

     SD 2    Subsidiary Secured Claims         Not entitled to
                                               vote,
                                               ___%

     SD 3    Subsidiary General                Entitled to vote
             Unsecured Claims                  ___%

     SD 4    Subsidiary Equity Interests       Entitled to vote,
                                               ___%

On the Effective Date, a liquidating trust for each Debtor will be
created to prosecute the legal causes of action held by the
Debtors, and to administer the liquidation and distribution of the
assets of each Debtor, including the sale or dissolution of the
non-Debtor subsidiaries of LFG.  Between $2.5 million and $5
million in cash will be reserved from each of the estates of LFG
and LES to fund the activities of their respective Trusts.  The
Trusts shall terminate once all of the assets that they are
liquidating, including the claims and causes of action of the
Debtors, are monetized, distributed or abandoned, but in no event
later than the fifth anniversary of the Effective Date, unless an
extension has been approved by the Bankruptcy Court.

The official committees of unsecured creditors for LandAmerica
Financial Group and LandAmerica 1031 Exchange Services support
confirmation of the Plan and urge all holders of claims whose
votes are being solicited to accept the plan.

The hearing to approve the Disclosure Statement and solicitation
procedures is scheduled for October 13, 2009, as may be adjourned
by the Bankruptcy Court from time to time.  The deadline to object
to the adequacy of the Disclosure Statement is October 5, 2009.

The Debtors said nothing in the Plan or Disclosure Statement
should be construed as constituting a solicitation of acceptances
of the Plan unless and until the Disclosure Statement has been
approved by the Bankruptcy Court and distributed to holders of
claims and interests as and to the extent required by Bankruptcy
Code section 1125.

There can be no assurance that the Disclosure Statement will be
approved by the Bankruptcy Court, that the Plan will be confirmed
by the Bankruptcy Court, or, if confirmed, that the Plan will
become effective, the Debtors added.

A full-text copy of the Disclosure Statement filed September 9 is
available at no charge at http://ResearchArchives.com/t/s?44c8

A full-text copy of the Plan filed September 9 is available at no
charge at http://ResearchArchives.com/t/s?44c9

                    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: Creditors Committee Supports Reorganization Plan
-----------------------------------------------------------
Lear Corporation is soliciting votes from impaired creditors for
its proposed reorganization plan with a letter of support from the
Official Committee of Unsecured Creditors.

The Creditors Committee says the Plan benefits the holders of
general unsecured claims.  Among other things, the Plan proposes
to (i) pay trade claims in full, (ii) provide a meaningful
recovery for other unsecured creditors (especially compared to the
treatment in many other automotive chapter 11 cases), and (iii)
assume and honor pension obligations, domestic collective
bargaining agreements, and retiree benefits without modification.

The Committee believes that it is important for the Debtors to
confirm the Plan quickly -- confirmation is now scheduled for
November 2009 -- even ahead of the targeted deadlines set pre-
bankruptcy by the Debtors.  The Committee, therefore,
recommends that all creditors review the Plan and Disclosure
Statement enclosed herewith and vote in favor of the Plan.

Meanwhile, the Chamberlain Group, Inc., and Johnson Controls
Interiors, LLC, object to the approval of the Disclosure Statement
saying that it does not contain "adequate information" as required
by Section 1125(b) of the Bankruptcy Code.  Approval of the
Disclosure Statement is required before Lear can begin
solicitation of votes on the Plan.

Chamberlain and Johnson are creditors and plaintiffs in a patent
infringement litigation against the Lear Corporation.  Karl R.
Fink, Esq., at Fitch, Even, Tabin & Flannery, in Chicago,
Illinois, attorney for The Chamberlain Group, Inc., asserts that
Lear's failure to identify the patent litigation with Claimants
and reveal the potential effects of that litigation renders the
information in its Disclosure Statement inadequate.  Mr. Fink
adds that a judgment against Lear would:

  (a) result in a significant postpetition money judgment that
      would be a default under Lear's debtor-in-possession
      financing agreement, a default under Lear's exit financing
      agreement if the debtor-in-possession financing is
      converted into exit financing and a default under Lear's
      prepetition plan support agreements with its lenders if
      action is taken under the DIP Financing in respect of that
      event of default;

  (b) prevent Lear from continuing one of its major lines of
      business, thereby causing significant loss in revenues and
      enterprise value; and

  (c) result in the allowance of a large prepetition claim that
      would dilute the recoveries of other creditors.

Mr. Fink avers that without information about these matters,
creditors in the impaired classes will be unable to make an
informed judgment about the Plan.

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

                          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)


LEAR CORP: Seeks December 15 Extension of Removal Period
--------------------------------------------------------
Lear Corp. and its affiliates are a party to dozens of civil
actions pending in various state and federal courts.

Many of the Civil Actions are subject to removal pursuant to
Section 1452 of the Judiciary Procedures Code, which applies to
claims relating to bankruptcy cases, says Marc Kieselstein, Esq.,
at Kirkland & Ellis LLP, in New York.

The Debtors relate that their primary focus in the Chapter 11
Cases, thus, far has been advancing their restructuring efforts
with the goal of a successful and expeditious emergence from
bankruptcy.  To that end, since the Petition Date, the Debtors
have worked diligently on a number of critical matters.
Specifically, the Debtors and their professionals have focused
on, among other things:

  * stabilizing their businesses from an operational standpoint;

  * negotiating and obtaining final approval of their
    postpetition debtor-in-possession financing;

  * obtaining relief that has enabled them to continue operating
    their businesses, including obtaining approval to pay
    certain prepetition claims of their suppliers and other
    trade creditors;

  * negotiating commercial terms with many of their suppliers
    and other trade creditors;

  * negotiating and obtaining substantial consensus regarding
    their Plan and proposed restructuring among all major
    creditor constituents in the Chapter 11 Cases;

  * finalizing and filing the Plan and accompanying disclosure
    statement; and

  * preparing and filing their extensive schedules of assets and
    liabilities and statements of financial affairs.

The Debtors assert that as a result of their attention to these
critical matters, they have not yet completed a thorough analysis
of the Civil Actions and have not yet decided whether to remove
any of the Civil Actions.

Accordingly, the Debtors ask the Court to extend the time within
which they may file notices of removal with respect to any
actions that are subject to removal under Section 1452 or Rule
9027 of the Federal Rules of Bankruptcy Procedure to the earlier
of December 15, 2009, or the effective date of the Plan.

The Debtors further ask that their request be without prejudice
to: (a) any position the Debtors may take regarding the
applicability of the automatic stay under Section 362 of the
Bankruptcy Code, and (b) the Debtors' right to seek future
extensions of the Removal Period.

Rule 9027 and Section 1452 govern the removal of pending civil
actions, says Mr. Kieselstein.

Section 1452 provides that:

  "A party may remove any claim or cause of action in a civil
   action other than a proceeding before the United States Tax
   Court or a civil action by a governmental unit to enforce
   such governmental unit's police or regulatory power, to the
   district court for the district where such civil action is
   pending, if such district court has jurisdiction of such
   claim or cause of action under section 1334 of this title."

Rule 9027 provides that:

  "If the claim or cause of action in a civil action is pending
   when a case under the [Bankruptcy] Code is commenced, a
   notice of removal may be filed in the bankruptcy court only
   within the longest of (A) 90 days after the order for relief
   in the case under the Code, (B) 30 days after entry of an
   order terminating a stay, if the claim or cause of action in
   a civil action has been stayed under Section 362 of the
   [Bankruptcy] Code, or (C) 30 days after a trustee
   qualifies in a chapter 11 reorganization case but not later
   than 180 days after the order for relief."

However, Bankruptcy Rule 9006(b) provides in pertinent part,
when an act is required or allowed to be done at or within a
specified period by these rules or by a notice given thereunder
or by order of Court, the court for cause shown may at any time
in its discretion . . . with or without motion or notice order
the period enlarged if the request therefor is made before the
expiration of the period originally prescribed or as extended by
a previous order.

                          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: Barclays Got at Least $5-Bil. Windfall From Deal
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. asks the Bankruptcy Court to modify
the order it entered in connection with the fast-tracked sale of
assets to Barclay's Plc, which received a $5 billion windfall as
part of its asset purchase.

Lehman Brothers, which is now headed by Bryan Marsal of Alvarez &
Marsal, says the sale order was entered on an inaccurate record
due to "mistake, inadvertence or misrepresentations to the Court."
Lehman Brothers, which filed hundreds of pages of documents to
defend its allegations, says there were multiple factors that led
to that result, including (i) the failure of certain Lehman and
Barclays representatives to disclose key components of the
transaction as it was originally presented to the Court on
September 17, 2008; (ii) the failure to disclose critical changes
in the deal that took place between September 17, and the hearing
held on Friday, September 19 to approve the sale transaction; and
(iii) the failure to disclose critical changes in the deal that
were made after the Court issued the sale order and before the
transaction closed on September 22.

The fact is that the deal was actually structured to give Barclays
an immediate and enormous windfall profit, says Robert W. Gaffey,
Esq., at Jones Day, representing Lehman.

According to Mr. Gaffey, certain Lehman executives agreed to give
Barclays an undisclosed $5 billion discount off the book value of
securities transferred to Barclays, and later agreed to give
billions more in so-called "additional value" that Barclays
demanded, but the Court never approved.  He relates that this
immediate windfall to Barclays (i) was not disclosed to the boards
of LBHI or LBI, (ii) was not revealed in the agreement the Court
was asked to approve, and (iii) was never disclosed to the Court
until now.

To right the wrong that resulted, it is not necessary for the
Court to undo the sale, Lehman Brothers says.  "Rather, the Court
needs only to require Barclays to return to the Sellers' estates
the value it took in excess of what the Sellers were entitled to
convey based on the record before the Court."

Meanwhile, Hugh Son at Bloomberg reports that billionaire Warren
Buffett said he was approached a year ago about insuring Lehman
LBHI's assets while Barclays weighed a bid for the investment
bank.  Mr. Buffett said he asked for material to be sent to him by
facsimile and didn't receive the requested documents.

                      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: Administrators to Restructure Property Loans
-------------------------------------------------------------
According to The Wall Street Journal, Bryan Marsal, chief
restructuring officer of Lehman Brothers Holdings Inc., says they
are restructuring loans at 900 properties in a bid to salvage the
bankrupt firm $16 billion real estate assets.

The Journal relates that Lehman is generating new loans or buying
condominium mortgages to keep projects going.  Lehman's property
portfolio includes huge apartment blocks, offices, and
condominiums, and the way it handles them may be used as a
blueprint by other banks faced with troubled real estate assets.

                      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: Judge OKs Mediation for Derivative, Swap Disputes
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
authority from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to implement a set of procedures
for prosecuting their claims under pre-bankruptcy derivative
contracts with monetary recovery potential.

As of September 15, 2008, the Debtors have more than 900,000
derivative contracts, most of which have recovery potential,
according to Lori Fife, Esq., at Weil Gotshal & Manges LLP, in
New York.  Those contracts, she says, are "in the money" to the
Debtors, constituting significant assets of their estates.

Ms. Fife told the Court that given the complex nature of the
contracts, the enforcement of the Debtors' claims could result in
litigation that may cause delay in the administration of their
bankruptcy and loss of the current value in those contracts.

Accordingly, the Debtors proposed alternative dispute resolution
procedures to reduce the cost associated with enforcing the
Debtors' affirmative claims under the derivative contract with
recovery potential, preserving the value available under such
contracts, and promoting judicial efficiency in these complex
Chapter 11 cases.

Under the Court-approved procedures, the Debtors will designate a
dispute as to any derivative contract with recovery potential by
serving a copy of an order approving the proposed procedures on
the counterparty, and a notice containing information about their
claim and demand for settlement to be determined through
consultation with the Official Committee of Unsecured Creditors.

Each of the Debtors and the counterparty served with the order
and notice have to comply with the procedures, unless otherwise
provided in a specific order applicable to a particular dispute.
The procedures do not require the Debtors and the counterparty to
settle any dispute but each party is required to serve and answer
in response to the proposed settlement; engage in settlement
discussions; participate in any mediation; follow the directions
of the mediator;, and follow the procedures.

Prior to the Court's approval of the procedure, various parties
objected.  Barclays Bank PLC, Russell Investment Group, The Bank
of New York Mellon, and several other companies objected to the
proposed process on grounds that the process is overly burdensome,
and is procedurally biased in favor of the Debtors, among other
things.

                      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: Numerix to Provide Valuation on Derivatives Deals
------------------------------------------------------------------
Numerix has been selected by Lehman Brothers Holdings Inc. to
provide independent real time valuations in the largest, most
comprehensive derivatives valuation project of its kind, to date.
The signing of Numerix is a critical step in unwinding LBHI's
derivatives book and the ultimate reconciliation of outstanding
creditor claims.

"Lehman performed an extensive search to identify a partner that
could provide the analytics and technology capable to value the
depth and breadth of derivatives products that were transacted in
the Lehman derivatives portfolios," said Daniel Ehrmann, Managing
Director of Alvarez & Marsal and co-head of LBHI's Derivatives
Asset Team.  "It became clear that Numerix was best positioned not
only to provide LBHI with the valuations we need to resolve
derivatives claims, but also to flex the market inputs and
transaction terms to ensure that those valuations are reasonable."

LBHI selected Numerix to accelerate the resolution of intercompany
accounts and systems and resolve derivative claims.  The Numerix
team of on-site financial engineers sit side-by-side with LBHI
traders and risk managers and provide ad hoc, real-time valuation
services along with software support and project management.
Numerix is actively aggregating existing trade information from
all of LBHI's legacy systems onto a single platform -- Numerix
Portfolio -- and providing independent valuations on the entire
LBHI book.  The selection of Numerix was approved by the U.S.
Bankruptcy Court, Southern District of New York (Manhattan) in
April of 2009.

"We are honored to be working on the most unique and
unquestionably the largest valuation deal in history," said Steven
R. O'Hanlon, President and COO of Numerix.  "Numerix brings the
best capabilities and focus to providing LBHI with a single
platform and the analytics necessary for the ultimate resolution
of its intercompany accounts and the integration of existing
legacy systems.  We are delighted to be partnering with the
derivatives team on this important and exciting mandate."

Numerix -- http://www.numerix.com/-- is an independent service
provider of cross-asset analytics for structuring, pre-trade price
discovery, trade capture, valuation and risk analysis of
derivatives and structured products.  Since its inception in 1996,
more than 375 financial institutions and 45 strategic partners
across 25 countries rely on Numerix analytics in valuing and
managing financial instruments.  Numerix has offices in New York,
London, Tokyo, Hong Kong, Singapore and Dubai.

                      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: LB 2080 Proposes to Reject 13 Contracts & Leases
-----------------------------------------------------------------
Debtor LB 2080 Kalakaua Owners LLC seeks the Court's authority to
reject, effective August 26, 2009, 13 executory contracts and
non-residential real property leases with these counterparties:

  Counterparties                      Contract Date
  --------------                      -------------
  CB Richard Ellis Hawaii Inc.          11/01/2004
  CB Richard Ellis Inc.                 02/05/2009
  Chem Systems Inc.                     09/10/2001
  Elite Mechanical                      11/10/1998
  Hawaiian Building Maintenance         08/19/2002
  Nike Retail Services Inc.             08/07/1995
  Oceanfront Hawaii Inc.                07/01/2003
  SimplexGrinnell                       01/01/2006
  Standard Parking                      11/17/1997
  Tenance Co LLC                        08/21/2000
  World Wide Window Cleaning            09/07/2005
  Mitsubishi Elevators and
    Escalators Inc.                     10/26/1998

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says LB 2080 no longer needs the contracts and leases and that
they represent a drain on its estate and resources.

Mr. Waisman will present a motion on the proposed rejection of
the contracts and leases to Judge James Peck for signature on
September 4, 2009.  Creditors and other concerned parties have
until September 3, 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)


LYONDELL CHEMICAL: Files Joint Chapter 11 Plan of Reorganization
----------------------------------------------------------------
Lyondell Chemical Company and its 93 debtor affiliates delivered
to the United States Bankruptcy Court for the Southern District
of New York their Joint Chapter 11 Plan of Reorganization and
accompanying Disclosure Statement on September 11, 2009.

Debtors' counsel, Deryck A. Palmer, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, says that the Debtors' Plan
rationalizes the Debtors' balance sheet and incorporates a
restructuring that accomplishes two goals:

  (1) structuring the postpetition enterprise in a way to
      maximize tax, reporting, and systems efficiencies, and
      allow for tradable equity; and

  (2) limiting or eliminating the impact of guarantees issued by
      non-filing European entities and discharge obligations of
      European entities with respect to a certain "Bridge Loan
      Agreement" and "2015 Notes."

The Bridge Loan Agreement, dated as of December 20, 2007, as
amended and restated on April 30, 2008 and October 17, 2008, is
among LyondellBasell Finance Company, the Obligor Debtors, the
Obligor Non-Debtors, Merrill Lynch Capital Corporation, as
administrative agent; Citibank, N.A., as collateral agent;
Merrill Lynch, Pierce, Fenner & Smith Inc., Goldman Sachs Credit
Partners, L.P., Citigroup Global Markets Inc., ABN AMRO Inc., and
UBS Securities LLC, as joint lead arrangers, and the Bridge
Lenders.

The 2015 Notes, on the other hand, refers to the 8.375% senior
notes due 2015 in the principal amounts of $615 million and
EURO500 million issued pursuant to the 2015 Notes Indenture.

Mr. Palmer notes that the restructuring incorporated in the Plan,
among others:

    (i) simplifies the overall corporate structure;

   (ii) simplifies financial and tax reporting;

  (iii) solves numerous tax basis/reporting/consolidation
        issues;

   (iv) matches business reporting with legal structure and
        applicable financial reporting systems; and

    (v) concentrates accounts receivable and inventory into
        fewer legal entities.

To effectuate structuring of the postpetition enterprise, the
Debtors may (i) cause any or all of the Debtors to be merged into
one or more of the Debtors or dissolved; (ii) cause transfer the
assets between or among the Debtors; or (iii) engage in any other
transaction in furtherance of the Plan.  Any of those
transactions will be effective as of the Plan Effective Date
without any further action by the stockholders of directors of
the Debtors, or any other person, Mr. Palmer says.

In addition, on or after the effective date of the Plan, and in
the Reorganized Debtors' discretion, certain transactions to be
listed in a schedule to be filed in a Plan Supplement will be
effectuated to simplify the overall corporate structure of the
Reorganized Debtors.

LyondellBasell will have this simplified organizational structure
following the Plan Effective Date:

                            Creditors
                        New Shareholders
                               |
                               |
                         New Topco N.V.
                               |
                ---------------------------------
                |                               |
           LyondellBasell               LyondellBasell
           Finance Company               Holdings B.V.
                |                               |
                |                               |
              LBFC                        LBIH and its
           Subsidiaries                   Subsidiaries
          (U.S. entities/              (non-U.S. entities/
            operations)                     operations)


The Plan provides that the Reorganized Debtors will continue to
operate under a non-U.S. parent company and intend to organize
their new parent company, New Topco, in The Netherlands.

New Topco will be a public limited liability company (naamloze
vennootschap) formed under the laws of The Netherlands.  The
initial members of the supervisory board of New Topco will be
disclosed at or before the Confirmation Hearing.  Each of the
members of the initial board will serve in accordance with
applicable Dutch law, the New Topco Supervisory Board charter,
applicable corporate governance principles and the New Topco
Articles of Association, as the same may be amended from time
to time.

As of the Plan Effective Date, the initial New Topco Manager will
be newly incorporated LyondellBasell Holdings B.V., a wholly
owned subsidiary of New Topco.  LBHBV will have five directors,
one of whom will be the Chief Executive Officer, one of whom will
be the Chief Operating Officer/Chief Financial Officer and three
of whom will be key employees who are Dutch residents.  New
Topco's Manager will be appointed by the shareholders of New
Topco every four years for a four year term.  The New Topco
Articles of Association and the New Topco Supervisory Board
charter will provide that New Topco will be represented by the
New Topco Supervisory Board with respect to the appointment by
New Topco as shareholder of LBHBV of the members of LBHBV's
management board.

According to Mr. Palmer, although the Debtors' Chapter 11 cases
are jointly administered pursuant to an order of the Bankruptcy
Court, the Debtors are not proposing the substantive
consolidation of their estates.  Thus, although the Plan
generally applies to all of the Debtors, (i) the Plan constitutes
94 distinct Chapter 11 plans, one for each Debtor, (ii) for
voting purposes, each holder of a Claim in a Class will vote its
Claims in that Class by individual Debtors, and (iii) the claims
classification scheme in the Plan applies to each Debtor.

Moreover, the Debtors are submitting a Joint Plan covered by a
single Disclosure Statement, to simplify drafting and avoid
duplicative costs relating to distribution of multiple plans and
disclosure statements, he says.

Although the plans for the Debtors are substantially similar,
there are variances in certain Classes and distributions
depending on whether the applicable Debtor is: (i) an Obligor
Debtor, (ii) a Obligor Debtor with unencumbered assets that may
be available to its General Unsecured Creditors like Lyondell
Chemical and Basell USA Inc., and (iii) a Non-Obligor Debtor,
explains Mr. Palmer.

An Obligor Debtors means those Debtors that are obligors,
issuers, borrowers or guarantors under the Debtors' Senior
Secured Credit Agreement, the Bridge Loan Agreement, and the 2015
Notes Indenture.

               Nov. 30 Confirmation Hearing

The Debtors ask the Court to set November 30, 2009, as the
hearing date to consider confirmation of the Plan.   Objections
to confirmation of the Plan must be filed with the Court and
served so as to be actually received no later than November 23,
2009.

                     Global Restructuring,
             Release of Bridge Guarantee Claims
               and 2015 Notes Guarantee Claims

Mr. Palmer notes that certain Obligor Non-Debtors are obligated
under the Bridge Loan Agreement and 2015 Notes Indenture.
Pursuant to an Intercreditor Agreement, the debt under the Bridge
Loan Agreement is secured by liens junior to those securing the
debt under the Senior Secured Credit Agreement, and the 2015
Notes are contractually subordinated.

To effectuate the bargained-for priorities among the Senior
Secured Lenders, the Bridge Lenders and the 2015 Noteholders, the
Plan provides for an "Enforcement Sale" against collateral
pledged by the Obligor Non-Debtors, thereby releasing them of any
liens and claims of the Bridge Lenders and claims of the 2015
Noteholders.  The resulting distribution scheme under the Plan,
therefore, takes into account the value of the 2015 Notes Claims
and Bridge Claims against Non-Debtor Affiliates.

Specifically, the Plan provides that on or prior to the Effective
Date, these transactions will be effectuated in the order set
forth:

  * New Topco is formed outside the existing corporate structure
    of LyondellBasell.  New Topco may be formed prior to the
    Effective Date.

  * New Topco forms LBHBV, which may be formed prior to the
    Effective Date.

  * LyondellBasell Industries Holdings B.V., the direct parent
    of Basell Germany and certain non-U.S. Non-Debtor
    Affiliates, distributes its single share of LyondellBasell
    Industries AF S.C.A. to non-Debtor Basell Funding S.a.r.l.

  * The holders of Senior Secured Claims and Bridge Loan Claims
    will transfer their claims against the Obligor Non-Debtors
    and Basell Germany -- including guarantee claims, liens,
    rights and interests under the Senior Secured Credit
    Agreement and the Bridge Loan Agreement -- to New Topco in
    exchange for New Common Stock and any other consideration
    they are to receive under the Plan other than Subscription
    Rights.

  * New Topco will contribute the claims and security interests
    to LBHBV.

  * The security agent under the Intercreditor Agreement will
    sell the stock of LBIH -- subject to its senior secured
    debt -- to LBHBV for a nominal amount of cash, thereby
    releasing all guarantee claims and liens against Obligor
    Non-Debtors under the 2015 Notes Indenture and the Bridge
    Loan Agreement. Obligations of Obligor Debtors will be
    Discharged pursuant to the Plan.

  * Pursuant to the Plan, Debtor LyondellBasell Finance Company
    will cancel its existing stock and will issue new capital
    stock to New Topco.

  * LBFC may assign a portion of the LCC/LBFC Intercompany Note
    -- the intercompany note in the approximate amount of $7.2
    billion owed by Lyondell Chemical to LBFC -- to New Topco in
    consideration for cash and a portion of the New Common
    Stock.  New Topco will transfer the remaining New Common
    Stock to be issued on account of Claims against the U.S.
    Debtors to LBFC as a capital contribution.  LBFC will
    contribute as capital the remainder of the LCC/LBFC
    Intercompany Note to Lyondell Chemical.  All distributions
    of New Common Stock to holders of Claims against the U.S.
    Debtors will be made by LBFC or a subsidiary of LBFC, and
    the value of the New Common Stock will be equal to the net
    value of the U.S. Debtors.

  * Pursuant to the Plan, LBIAF and its general partner,
    LyondellBasell AF GP S.a.r.l., will be liquidated or
    dissolved.

In addition, the North American Restructuring will occur.

                        Rights Offering

Pursuant to a rights offering sponsor agreement among New Topco,
the Debtors and a Rights Offering Sponsor, New Topco has agreed
to sell certain shares of its New Common Stock in a Rights
Offering at a subscription purchase price of New Common Stock
aggregating $3 billion.  On the Effective Date, the Rights
Offering Sponsor will purchase any unsubscribed shares at a price
per share of New Common Stock.  No Subscription Rights may be
exercised for fractional shares of New Common Stock.  The closing
date of the Rights Offering will be the Effective Date of the
Plan.

On the Effective Date, the proceeds received by New Topco from
the Rights Offering will be used to fund emergence and provide
necessary post-emergence liquidity

                 Listing of New Common Stock

New Topco will use its reasonable efforts to cause the shares of
New Common Stock to be listed on the New York Stock Exchange as
soon as reasonably practicable after the Effective Date.  New
Topco will use its commercially reasonable efforts to file a Form
10 with the Securities and Exchange Commission and seek to have
the Form 10 be declared effective by the Commission as soon as
reasonably practicable after the Effective Date in order to
enable the shares of New Common Stock to be listed on the New
York Stock Exchange.

Prior to the listing of the shares, the Debtors expect that the
New Common Stock will be held in global form by a transfer agent
in the form of one or more bearer global share certificates for
the account of Cede & Company, the nominee of the Depository
Trust Company.  Subject to compliance with Dutch law and the
rules of the Depository Trust Company, transfers of New Common
Stock prior to listing may only be made by the transfer of
a book entry position in the relevant global bearer share
certificate.

                     Securities to be Issued

The New Notes will have (i) a present value equal to all accrued
principal and interest due with respect to the DIP Roll-Up Loans
as of the effective date of the Plan; (ii) maturity not exceeding
the earlier of (a) the date that is five years from the Effective
Date, and (b) the earliest maturity or redemption date applicable
to any of the Senior Secured Credit Facility or Bridge Loan
Facility or any securities or financial instruments that replace
the Senior Secured Credit Facility; and (iii) affirmative and
negative covenants and events of default as agreed upon by the
parties and will enjoy guarantees and security as provided in the
DIP Term Loan Agreement.

The terms of the New Notes will be included in a Plan Supplement
to be submitted by the Debtors.

Moreover, pursuant to a New Topco Articles of Association in
effect upon emergence, New Topco will be authorized to issue
shares of New Common Stock and will not have any authorized
shares of preferred stock.  Upon consummation of the Plan, the
shares of New Common Stock are expected to be outstanding.

Each share of New Common Stock will have a nominal value of
EUR0.04, will carry one vote in New Topco's general meeting of
shareholders and will be entitled to dividends to the extent
declared on a record date on or after the issue date of the New
Common Stock.

The issuance of the New Common Stock and New Notes, if any, by a
member of the Reorganized LyondellBasell and the issuance or
guarantee, as applicable, by all securities, notes, stock,
instruments, certificates and other documents or agreements
required to be issued, executed or delivered to the Plan, and any
actions necessary, will be authorized without further action
under applicable law and regulation.  Upon the Effective Date,
the authorized capital stock or other equity securities of New
Topco and the Reorganized Debtors will be set forth in the Plan
Supplement.

                Litigation Reserved Common Stock

The Official Committee of Unsecured Creditors appointed in the
Debtors' Chapter 11 Cases is currently prosecuting the Committee
Litigation against, among others, the Senior Secured Lenders and
the Bridge Lenders seeking, among other things, to avoid certain
of their liens and subordinate or disallow certain of their
Claims.  If the Committee Litigation is successful in avoiding
the liens securing the Senior Secured Claims and Bridge Loan
Claims or in avoiding or equitably subordinating the claims, some
or all of the holders of Allowed General Unsecured Claims
of certain of the Debtors may be entitled to a distribution.

Accordingly, to preserve value for these holders of Allowed
General Unsecured Claims in the event that the Committee
Litigation is successful, an amount of shares of New Common Stock
as determined by the Bankruptcy Court will be authorized and
issued on the Effective Date and held in reserve, pending
resolution or settlement of the Phase I Trial and Phase IA Trial.

To the extent the Committee Litigation is successful, the
Litigation Reserved Common Stock will be distributed, as
determined by the Bankruptcy Court, to some or all of the holders
of Allowed General Unsecured Claims as if it had been distributed
on the Effective Date.  Any residual amount of the Litigation
Reserved Common Stock not distributed to holders of Allowed
General Unsecured Claims will be distributed to the Senior
Secured Lenders.  To the extent the Committee Litigation is not
successful, the Litigation Reserved Common Stock will be
distributed to the Senior Secured Lenders pursuant to the Plan as
if it had been distributed on the Effective Date.

                       Intercompany Claims

No distribution will be made with respect to Intercompany Claims,
which will be fully subordinated and cancelled, left in place or
compromises as determined by Reorganized LyondellBasell.

                         Exit Facility

On or before the Effective Date, Reorganized LyondellBasell will
enter into an Exit Facility, which will contain terms and
conditions as contemplated by a commitment letter that will be
included in the Plan Supplement and approved by the Bankruptcy
Court.

             Injunction for Non-Debtor Affiliates

The Plan contains and provides for an injunction for the benefit
of the Non-Debtor Affiliates.  On the Effective Date and except
as otherwise provided, all holders of Senior Secured Claims,
Bridge Loan Claims and 2015 Notes Claims who assert claims
against Non-Debtor Affiliates based on the Senior Secured Claims,
Bridge Loan Claims and 2015 Notes Claims or any guaranty thereof,
and all holders of claims against Non-Debtor Affiliates for which
Debtors also are obligated will be permanently enjoined from
taking (i) any action with respect to claims or causes of actions
released pursuant to the Plan, (ii) commencing, conducting or
continuing in any manner, directly or indirectly, any suit,
action or other proceeding of any kind against the Non-Debtor
Affiliates, (iii) enforcing, levying, attaching, collecting or
otherwise recovering by any manner or means, whether directly or
indirectly, any judgment, award, decree or order against the Non-
Debtor Affiliates and (iv) creating, perfecting or otherwise
enforcing in any manner, directly or indirectly, any encumbrance
against the Non-Debtor Affiliates.

                    Closing of Chapter 11 Cases

When all disputed claims against any Debtor have become Allowed
or have been disallowed by final order, and no disputed matter
remains outstanding, the Reorganized Debtors will seek the
Bankruptcy Court's authority to close the applicable Debtor's
Chapter 11 case.

                         Early Payment

The Plan will not prevent any of the Debtors or the Reorganized
Debtors from making any payments prior to the date provided for
in the Plan, and neither the Debtors nor the Reorganized Debtors
will suffer any penalty from making those payments.

                        Disbursement Trust

On or before the Effective Date, a Disbursement Trust Agreement
will be executed by the Schedule III Debtors and the Disbursement
Trustee, and all other necessary steps will be taken to establish
the Disbursement Trust and its beneficial interests, which will
be for the benefit of the Disbursement Trust Beneficiaries, as
provided in the Plan, whether their Claims are Allowed on or
after the Effective Date.  In the event of any conflict between
the Plan and the terms of the Disbursement Trust Agreement, the
terms of the Disbursement Trust Agreement will govern.

A list of the Schedule III Debtors is available for free at:

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

                       Litigation Trust

On or after the Effective Date, the Debtors or the Reorganized
Debtors, as applicable, on their own behalf and on behalf of the
holders of Allowed Class 7-A Claims, if any, will execute the
Litigation Trust Agreement and will take all other steps
necessary to establish the Litigation Trust in accordance with
the Plan.  The Debtors or the Reorganized Debtors and the
Official Committee of Unsecured Creditors on behalf of holders
of Allowed Class 7-A Claims will transfer to the Litigation Trust
all of their right, title, and interest and the claims identified
in the Case Management Order to be tried in the Phase I, Phase IA
and Phase II Trials and their proceeds pursuant to an action
commenced by the Creditors' Committee against the Debtors'
secured lenders and directors.  Moreover, the Plan Supplement
will include a list of all causes of action being prosecuted that
will be transferred to the Litigation Trust.  Any recoveries on
account of the causes of action transferred to the Litigation
Trust will be distributed to holders of Allowed Class 7-A Claims
in accordance with the Plan and the Litigation Trust Agreement.
On the Confirmation Date, the Creditors' Committee will be
dissolved and the Litigation Trustee will continue to prosecute
any claims related to the Phase I, Phase IA and Phase II Trials.

                   Equity Compensation Plan

In addition, New Topco will adopt an Equity Compensation Plan,
whereby New Topco will implement an equity-based program under
which participants will receive either or some combination of
restricted stock, restricted stock units, stock options, stock
appreciation rights or other types of equity-based awards related
to New Common Stock.  The terms of the Equity Compensation Plan
will be included in the Plan Supplement.

                        Feasibility

To determine whether the Plan satisfies the feasibility
requirements of Section 1129(a)(11) of the Bankruptcy Code, the
Debtors have analyzed their ability to meet their obligations
under the Plan.  As part of this analysis, the Debtors have
prepared the projections.  Based upon the Financial Projections,
the Debtors believe that the Reorganized Debtors will be a viable
operation following the Chapter 11 Cases thus, the Plan will meet
the feasibility requirements of the Bankruptcy Code.

A chart reflecting the Debtors' estimate of the future
performance of the Reorganized Debtors and non-Debtors on an
aggregate basis, for approximately the next five years, and the
ten years thereafter may be accessed for free at:

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

                Alternatives to Plan Confirmation

If the Plan is not confirmed and consummated, the Debtors'
alternatives include (i) liquidation of all of the Debtors under
Chapter 7 of the Bankruptcy Code and (ii) the preparation and
presentation of an alternative plan or plans of reorganization.

The Debtors, or any other party in interest, may attempt to
formulate an alternative chapter 11 plan, which might provide for
the liquidation of the Debtors' remaining assets other than as
provided by the Plan.  However, any attempt to formulate an
alternative chapter 11 plan would necessarily delay creditors'
receipt of distributions and, due to the incurrence of additional
administrative expenses during the period of delay, may provide
for smaller distributions to holders of Allowed General Unsecured
Claims and Equity Interests than are currently provided for under
the Plan.  Accordingly, the Debtors believe that the Plan will
enable all creditors to realize the greatest possible recovery on
their Claims or Equity Interests with the least delay.

             Conditions Precedent to Occurrence of
                   the Plan Effective Date

The conditions precedent to the occurrence Effective Date of the
Plan are:

  (1) The Bankruptcy Court will have entered the Confirmation
      Order, which will approve the Plan on substantially the
      same terms and conditions set forth in the Plan;

  (2) The Plan approved by the Bankruptcy Court pursuant to the
      Confirmation Order will be in form and substance
      satisfactory to each of the Debtors;

  (3) No stay of the Confirmation Order will be in effect at the
      time the other conditions set forth in the Plan for are
      satisfied or waived;

  (4) All documents, Instruments and agreements provided for
      under, or necessary to implement, the Plan will have been
      executed and delivered by the parties thereto, in form and
      substance satisfactory to each of the Debtors, unless the
      execution or delivery has been waived by the parties
      benefited thereby and all documents, Instruments and
      agreements will be effective on the Effective Date;

  (5) All of the payments to be made by the Debtors by or on the
      Effective Date will have been made or will be made on the
      Effective Date;

  (6) The Debtors or the Reorganized Debtors, as applicable,
      will have entered into an Exit Facility providing for
      $[____] of financing, and all conditions precedent to
      funding under the Exit Facility will have been satisfied
      or waived;

  (7) The Debtors will have raised $[__] in cash (or not less
      than $[__] in cash, in the event of a reduction in the
      size of the Rights Offering) pursuant to the Rights
      Offering net of any fees and expenses to be paid pursuant
      to the Rights Offering Sponsor Agreement;

  (8) The Debtors or the Reorganized Debtors, as applicable,
      will have obtained all governmental and other regulatory
      approvals or rulings that may be necessary for
      consummation of the Plan or that are required by law,
      regulation or order; and

  (9) The Debtors will have distributed the appropriate amount
      of New Common Stock to the Rights Offering Sponsors in
      accordance with the terms and conditions in the Rights
      Offering Sponsor Agreement, and will have paid the Rights
      Offering Fees and Expenses, in full in Cash, without the
      need for any of the Rights Offering Sponsors to file
      retention applications or fee applications with the
      Bankruptcy Court unless otherwise required by order of the
      Bankruptcy Court.

                         Plan Supplement

The Debtors will file with the Court their liquidation analysis,
projected financial income and Plan Supplement on November 13,
2009, or 10 days prior to a November 23, 2009 deadline to vote to
accept or reject the Plan.

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

  http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

  http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf


                      About Lyondell Chemical

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)


LYONDELL CHEMICAL: Treatment of Claims Under Joint Plan
-------------------------------------------------------
The Joint Chapter 11 Plan of Reorganization proposed by Lyondell
Chemical Company and its debtor affiliates provides for the
designation of various claims and interests asserted against the
Debtors:
                                         Estimated  Estimated
Class/Designation     Treatment          Recovery   Claim Amt
-----------------     ---------          ---------  ------------
-- Administrative     Paid in full,         100%     $229 mil. -
   Expenses           in cash.                       $342 mil

-- DIP New Money      Paid in full,         100%     $2.2 bil. -
   Claims and DIP     in cash.                       $4.9 bil.
   ABL Claims

-- Priority Tax       Paid in full,         100%     $11 mil. -
   Claims             in cash.                       $58 mil.

1 Priority Non-Tax   Paid in full,         100%     $0.7 mil. -
   Claims             in cash.                       $5 mil.

2 Secured Tax        Paid in full,         100%     $98 mil. -
   Claims             in cash.                       $104 mil.

3 DIP Roll-Up        Pro rata share        100%     $3.25 bil.
   Claims             of the New Notes,
                      or cash.

4 Senior Secured     Pro rata share  Recovery %     $9.46 bil.
   Claims             of [__%] of     depends on
                      the New Common  valuation
                      Stock; Right to
                      receive that
                      holder's pro rata
                      share of Litigation
                      Reserved Common
                      Stock; right to
                      purchase Rights
                      Offering Pro Rata
                      Share of Rights
                      Offering New Common
                      Stock; and a deficiency
                      claim and Allowed Claim in
                      in Class 7-E up to
                      $9.46 billion
                      against the Debtors.

5 Bridge Loan        Pro rata share        [__]%    $8.297 bil.
   Claims             of [__]% of the New
                      Common Stock;
                      Right to
                      receive that
                      holder's pro rata
                      share of Litigation
                      Reserved Common
                      Stock; right to purchase
                      its Rights Offering pro Rata
                      Share of the Rights
                      Offering New Common
                      Stock; and a deficiency
                      claim and Allowed Claim
                      in Class 7-E up to
                      $8.3 bil. against
                      the Debtors.

6 Other Secured      Will be               100%     $290 mil. -
   Claims             reinstated or                  $371 mil.
                      Rendered unimpaired;
                      or will be paid
                      (i) in the ordinary
                      course, or (ii)
                      by transfer
                      of the collateral.

7-A General Unsecured  Depends on            [__]%    $711 mil. -
   Claims against     resolution of the              $970 mil.
   Obligor Debtors,   Committee Action.              Plus
   excl. Lyondell                                    Deficiency
   Chemical, Basell                                  Claims
   USA, Inc., and
   Schedule III
   Debtors


7-B General            Depends on             [__]%   $684 mil -
   Unsecured          resolution                     $958 mil.
   Claims against     of the Committee               Plus
   Lyondell           Action.                        Deficiency
   Chemical                                          Claims
   Company

7-C General            Depends on             [__]%   $326 mil. -
   Unsecured          resolution                     $373 mil.
   Claims against     of the Committee               Plus
   Basell USA Inc.    Action.                        Deficiency
                                                     Claim

7-D General            Depends on             [__]%   $20 mil. -
   Unsecured          resolution                     $32 mil.
   Claims             of the Committee
   Against Non-       Action.
   Obligor Debtors

7-E General            Depends on             [__]%  $1.11 bil. -
   Unsecured          resolution                    $1.72 bil.
   Claims against     of the Committee
   Schedule III       Action.
   Debtors

8 2015 Notes         Depends on              0%     $1.35 bil.
   Claims             resolution of
                      the Committee
                      Action.

9 Securities         Will not receive       n/a            $0
   Claims             any interest
                      under the Plan.

10 Subordinated       Will not receive       n/a            $0
   Claims             any interest under
                      the Plan.

11 Equity             Will be cancelled.     n/a            $0
   Interests in
   LyondellBasell
   Finance Company

12 Equity             No distribution        n/a            $0
   Interests in       will be made.
   LyondellBasell
   Industries AF S.C.A.

13 Equity             No distribution        n/a            $0
   Interests          will be made unless
   in Schedule III    all creditors have
   Debtors            been paid.

14 Equity             Will either be         n/a            $0
   Interests in       unaffected by the
   Debtors other      Plan; or will be
   than LBFC, LBIAF   cancelled and new
   and Schedule III   equity will be issued.
   Debtors

Specifically, holders of claims under Classes 7-A to 7-E and 8
to 7-E will receive on the Effective Date either (i) Pro Rata
Share of New Common Stock; (ii) Pro Rata Share of the series of
Disbursement Trust Beneficial Interests applicable to the
respective Debtors; (iii) Pro Rata Share of the amount of the
Litigation Reserved Common Stock; or (iv)share of the Litigation
Trust.

Moreover, the Administrative Expenses, DIP New Money Claims and
DIP ABL Claims, and Priority Tax Claims have no voting status.

Classes 1, 2, 6, and 14 are unimpaired; not entitled to vote; and
are deemed to accept the Plan.

Classes 3, 4, 5, 7-A, 7-B, 7-C, 7-D, 7-E, and 8 are impaired, and
entitled to vote on the Plan.

Classes 9, 10, 11, 12, and 13 are impaired; not entitled to vote;
and are deemed to reject the Plan.

As of September 30, 2009, the Debtors anticipate that they will
have paid the various retained professionals, including the
Debtors' professionals and the Committee's professionals, an
aggregate of approximately $81 million since the Commencement
Date and certain lenders' professionals, pursuant to the Final
DIP Financing Order and DIP Term Loan Agreement, an aggregate of
approximately $41 million.  Assuming confirmation of the Plan at
or near the end of the year 2009, the Debtors estimate that
various retained professionals will seek compensation for $187
million in the aggregate, inclusive of potential success bonuses,
and certain lenders' professionals will seek compensation for $92
million in the aggregate.

Moreover, the Debtors estimate that, as of the Effective Date,
(i) the DIP New Money Claim will be approximately $[2.167
billion]; (ii) the DIP Roll-Up Claim will be approximately $[3.24
billion]; and (iii) the DIP ABL Claim will be approximately $[555
million].

All Allowed Priority Tax Claims that are not due and payable
on or before the Effective Date will be paid in the ordinary
course of business by the applicable Debtor as the obligations
become due.

At the election of New Topco, all Equity Interests in a Debtor
held by a Debtor (i) will be unaffected by the Plan, in which
case the entity holding an Equity Interest in the Debtor-
subsidiary will continue to hold the Equity Interest in the
applicable reorganized Debtor-subsidiary following the Effective
Date, (ii) will be cancelled and new equity in the applicable
reorganized Debtor will be issued pursuant to the Plan, or (iii)
will be transferred pursuant to the Plan.  In the case of Equity
Interests in Basell Germany, which are held by LBIH, the
Equity Interests will be unaffected by the Plan and LBIH will
continue to hold the Equity Interest following the
Effective Date.

A schedule of the Claims Classification is available for free at:

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

                      About Lyondell Chemical

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)


LYONDELL CHEMICAL: To Seek Court Nod of Plan Outline Oct. 14
------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates ask the Court
to approve the Disclosure Statement accompanying their Joint Plan
of Reorganization filed on September 11, 2009.

Section 1125 of the Bankruptcy Code provides that a plan
proponent must provide holders of impaired claims with adequate
information regarding a proposed plan of reorganization for a
debtor.  Specifically, Section 1125(a)(1) provides:

"Adequate information" means information of a kind, and in
sufficient detail, as far as is reasonably practicable in light
of the nature and history of the debtor and the condition of the
debtor's books and records, that would enable a hypothetical
reasonable investor typical of holders of claims or interests of
the relevant class to make an informed judgment about the plan.

Accordingly, the Debtors ask the Court to find that their
Disclosure Statement contains adequate information that would
enable creditors and interest holders to make an informed
decision on whether to vote for or against the Plan.

Mr. Palmer notes that the Disclosure Statement contains all or
substantially all of the information typically considered by
bankruptcy courts, including:

  * the businesses of the Debtors;

  * the circumstances that gave rise to the filing of the
    Debtors' bankruptcy cases;

  * pending litigation involving the Debtors;

  * significant events that have occurred in the Debtors'
    Chapter 11 cases;

  * information regarding claims against the Debtors' estates;

  * the treatment of creditors and equity interest holders under
    the Plan;

  * which parties-in-interest are entitled to vote on the Plan;

  * selected historical financial information;

  * governance of the reorganized Debtors;

  * how distributions under the Plan will be made;

  * certain factors that creditors should consider before
    voting;

  * procedures for confirming the Plan; and

  * certain U.S. and Dutch tax consequences.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that the Debtors' debtor-in-possession
financing provides milestones for completion.  He says that the
Debtors have met the first two DIP Financing Milestones, which
required (a) delivery of a draft Plan and Disclosure Statement to
the DIP lenders by August 15, 2009, and (b) filing of the Plan
and Disclosure Statement by September 15, 2009.  The DIP
Financing Milestones further require the Debtors to (i) obtain
approval of the Disclosure Statement by October 15, 2009; (ii)
hold a confirmation hearing of the Plan by December 1, 2009; and
(iii) obtain confirmation of the Plan by December 15, 2009.

Judge Gerber will consider the adequacy of the Disclosure
Statement on October 14, 2009, at 10:30 a.m.  Parties have until
4:00 p.m. on October 7, 2009, to file objections.

The Debtors also ask the Court to approve voting and solicitation
procedures with respect to their Joint Chapter 11 Plan of
Reorganization.

The Debtors also ask the Court to set October 14, 2009, as the
record date for the purpose of determining (a) the creditors who
are entitled to vote on the Plan; and (b) in the case of non-
voting classes, the creditors and interest holders who are
entitled to receive a notice of non-voting status, regardless of
the date on which the order approving the Disclosure Statement is
entered.

The Debtors will mail solicitation packages, no later than
October 21, 2009, to creditors entitled to vote on the Plan.

The Solicitation Packages will contain copies of:

  * a cover letter describing the contents of the Solicitation
    Package;

  * the approved Disclosure Statement, in electronic format on a
    CD-ROM;

  * an appropriate Ballot and return envelope;

  * solely to Eligible Holders (a) a Notice of Rights Offering,
    and (b) a Subscription Form, as well as instructions for the
    payment of the applicable purchase price;

  * notice of Confirmation Hearing; and

  * and other materials the Court may direct.

The Debtors will not send Solicitation Packages to:

  (i) members of Classes 1, 2, 6, and 14, which classes are
      unimpaired and not entitled to vote on the Plan;

(ii) members of Classes 9, 10, 11, 12 and 13, which classes are
      receiving no distribution and are deemed to reject the
      Plan;

(iii) holders of claims that were paid pursuant to, or expunged
      by, a prior order of the Court;

(iv) holders of claims against the Debtors that have not been
      classified in the Plan pursuant to Section 1123(a)(1) of
      the Bankruptcy Code; and

  (v) holders of claims listed in the Debtors schedules of
      assets and liabilities as contingent, unliquidated, or
      disputed for which a proof of claim was not filed by the
      applicable bar date for the filing of proofs of claim.

Instead, the Debtors will send a Notice of Non-Voting Status and
the Confirmation Hearing Notice to holders of claims or equity
interests that are classified as unimpaired or that will receive
no distribution under the Plan.  A Notice of Non-Voting Status
will (i) identify the treatment of the classes designated; (ii)
set forth the manner in which a copy of the Plan and Disclosure
Statement may be obtained; and (iii) provide notice of the
Confirmation Hearing and the time fixed for filing objections to
the Plan.

The Debtors anticipate that some notices may be returned as
undeliverable, which could be costly to the Debtors' estates.
Accordingly, the Debtors seek to be excused from distributing
Solicitation Packages, Notices of Non-Voting Status and
Confirmation Hearing Notice to parties with undeliverable
addresses until the Debtors are provided with accurate addresses
before October 21, 2009.

                        Forms of Ballot

The Debtors propose to distribute to certain creditors forms of
ballots, which are based upon Official Form No. 14 but have been
modified to address the particular aspects of the Debtors'
Chapter 11 cases and to include certain additional information
that the Debtors believe are relevant for each class of claims
entitled to vote on the Plan.  The appropriate Ballot forms will
be distributed to holders of claims in Classes 3, 4, 5, 7-A, 7-B,
7-C, 7-D, 7-E and 8, which are impaired and are entitled to vote.
All other classes are either unimpaired and conclusively presumed
to have accepted the Plan, or are receiving no distribution and
conclusively presumed to have rejected the Plan.

With respect to members of the Voting Classes who are beneficial
holders of public securities of the Debtors and who are entitled
to vote, the Debtors propose to deliver Solicitation Packages to
record holders of those claims to distribute to Beneficial
Holders of the claims on behalf of which the Voting Nominee acts.
Master ballots will be delivered to Voting Nominees after the
Solicitation Packages have been delivered to Voting Nominees.
The Debtors further propose that all Voting Nominees be required
to keep the original Beneficial Ballots received from Beneficial
Holders, or, in the case of pre-validated ballots, a list of
Beneficial Holders to whom pre-validated Beneficial Ballots were
sent, for a period of at least a year after November 23, 2009.

Transmittal of Solicitation Packages to any holders of securities
held exclusively through Euroclear Bank and Clearstream Bank will
be deemed adequate, and sufficient if it is delivered on or
before October 21, 2009, on Euroclear and Clearstream.

                          Voting Deadline

The Debtors propose that in order to be counted as a vote to
accept or reject the Plan, each Ballot must be properly delivered
to Epiq Financial Balloting Group LLC,as the Debtors' voting
agent by November 23, 2009.

                       Voting Procedures

Solely for the purpose of voting to accept or reject the Plan,
the Debtors propose that each holder of a claim within a class of
claims entitled to vote to accept or reject the Plan be entitled
to vote the amount of that claim as set forth in a timely filed
proof of claim, or, if no proof of claim was filed, the amount of
that claim as set forth in the Schedules, subject to certain
exceptions.

The Debtors further propose, in accordance with Rule 3018 of the
Federal Rules of Bankruptcy Procedure, that as to any creditor
filing a motion, that creditor's Ballot should not be counted
unless temporarily allowed by the Court for voting purposes,
after notice and a hearing.

With respect to the tabulation of Master Ballots and Ballots cast
by Voting Nominees and beneficial owners, the amount that will be
used to tabulate acceptance or rejection of the Plan will be the
principal amount held as of the Record Date.

                   Rights Offering Procedures

Pursuant to the Plan, holders of Allowed Claims in Classes 4 and
5 Senior Secured Claims and Bridge Loan Claims, on the
Subscription Rights Record Date or October 14, 2009, will have
the right to subscribe for their pro rata shares of a designated
amount of new common stock in the Reorganized Debtors.  The
Debtors propose to distribute to Eligible Holders a form on which
to exercise their Subscription Rights.

With regard to claims arising under the Senior Secured Credit
Agreement and the Bridge Loan Agreement, the Debtors propose
either to (i) distribute Subscription Forms to the administrative
agents under each loan agreement for the agents to transmit to
the individual lenders; or (ii) distribute the Subscription Forms
directly to the lenders as of the Record Date.  With regard to
claims arising under the ARCO Notes and the Equistar Notes held
through The Depository Trust Company by a bank or brokerage firm
on behalf of beneficial owners, the Debtors propose to distribute
Subscription Forms to the bank or brokerage firm holding those
notes, which bank or brokerage firm will be required to forward
information with respect to the Rights Offering to beneficial
owners of those securities.

The Debtors will also send a notice of the commencement of the
Rights Offering.  After November 23, 2009, as the Rights Offering
Expiration Date, the Debtors will deliver to each Eligible Holder
that has sought to exercise its Subscription Rights a written
statement specifying the portion of the Subscription Rights that
was validly and effectively exercised by that holder.

To exercise the Subscription Rights, each Eligible Holder must:
(i) return a duly completed Subscription Form to the Subscription
Agent so that the form is actually received by the Subscription
Agent on or before the Rights Offering Expiration Date; and (ii)
pay or arrange for payment to the Subscription Agent on or before
the Rights Offering Expiration Date, or by DTC to the
Subscription Agent, that holder's purchase price.

                      About Lyondell Chemical

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: MEC Lone Star Sent to Ch. 11 to Sell Track
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Magna Entertainment
Corp. put MEC Lone Star LP, one of its previously non-bankrupt
subsidiaries, into Chapter 11 protection September 14 to carry out
the sale of Lone Star Park, a track near Dallas.

Global Gaming LSP LLC made the highest offer for Lone Star, though
it requires selling the assets through a bankruptcy sale.
Beforehand, Magna was hoping the buyer would purchase the stock so
the subsidiary itself need not file bankruptcy.

At the auction, Global will be the stalking horse bidder for Lone
Star Park.

                     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.


MAGNA ENTERTAINMENT: Harrah's Entertainment Buys Thistledown
------------------------------------------------------------
Harrah's Entertainment Inc., the world's biggest casino company,
emerged as the winning bidder for Magna Entertainment Corp.'s e
Thistledown racetrack near Cleveland, Ohio, Beth Jinks and Dunstan
McNichol at Bloomberg report.  According to the report, Harrah's
agreed to pay $42 million, with the final price to be determined
after certain adjustments including changes in the track's working
capital.

The state of Ohio has legalized slot machines in racetracks.
Bloomberg earlier reported that the state of Ohio is counting on
raising up to $933 million in two years in application fees and
taxes from seven racetracks that would install slot machines.
All seven racetracks have applied for permits to install up to
2,500 machines each.

Governor Ted Strickland authorized the slot machines through
executive order on July 13 as part of an effort to bridge a
$3.4 billion deficit.  Three lawsuits against the plan are
pending.

                     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.


MAGNACHIP: Committee Offers 72% Recovery in Cash to Sr. Lenders
---------------------------------------------------------------
The official committee of unsecured creditors formed in MagnaChip
Semiconductors LLC's cases filed with the U.S. Bankruptcy Court
for the District of Delaware an amended Chapter 11 plan of
reorganization and related documents.

"Absent acceptance of the Committee's Plan, the Debtors will
likely be liquidated pursuant to a chapter 7 liquidation or sold
in exchange for minimal value pursuant to the Debtors' Plan," the
Committee said in the Amended Disclosure Statement.

According to the Amended Disclosure Statement, under the
Committee's Plan, first lien lenders will recover 72% to 100% of
their allowed claims, and the unsecured creditors will recover
10%.  Second lien noteholders will recover 2% of their claims plus
a chance to participate in the rights offering and holders of
subordinated debt claims will recover up to 8%.

As reported by the Troubled Company Reporter on Aug. 28, 2009,
Judge Peter Walsh approved the disclosure statement explaining the
proposed Chapter 11 plan proposed by the Creditors Committee.
With the approval, creditors of MagnaChip will be choosing between
competing plans submitted by the Creditors Committee and the
MagnaChip.  Ballots are due September 21.  The Plan confirmation
hearing is scheduled for September 25.

The Official Committee of Unsecured Creditors, under the its plan,
seeks to reorganize the Debtors' operations and provide for the
satisfaction of claims against the Debtors through (a) payment or
issuance to first lien lenders owed an aggregate of US$95 million
(i) cash equal to 72% of the claim of the first lien lender
("Treatment A"), or (ii) cash equal to 35% of the first lien
lender's secured claim and a pro rata share of term loans with
principal equal to the remaining amount of the claim ("Treatment
B"), (b) the distribution of 5% of the new stock and rights to
participate in a US$25 million offering for new common stock to
holders of second lien notes aggregating US$500 million, (d)
distribution, as a "gift" from second lien noteholders, cash
equivalent to 10% of their allowed claims to holders of unsecured
claims expected to aggregate US$3.23 million, (e) distribution, as
a "gift" from second lien noteholders, of 1% of the new stock plus
warrants to purchase 5% of the New stock with a strike price
equivalent to a US$600 million total enterprise value to holders
of US$250 million subordinated notes claims.

Under the Original Plan, the Committee offered full recovery for
the lenders through the issuance of a new term loan in full and
complete satisfaction of the first lien lender claims aggregating
US$95 million.

The Company will launch an offering of no less than $35 million
and no more than $50 million in aggregate new common units to
second lien noteholders.

Copies of the Committee's Plan and the explanatory Disclosure
Statement, as amended, are available for free at:

  http://bankrupt.com/misc/MagnaCh_Creditors_AmendedPlan.pdf
  http://bankrupt.com/misc/MagnaCh_CreditorsAmendedDS.pdf

                          MagnaChip Plan

MagnaChip's Chapter 11 plan is co-sponsored by UBS AG, Stamford
Branch, as agent to the first lien lenders.  The Debtors' Plan
provides for the satisfaction of Claims against the Debtors and
the enforcement of first lien lender secured Claims through the
authorization by the Debtors of the sale of substantially all of
the assets of mostly non-debtor subsidiaries located in Korea and
other foreign countries.  Under MagnaChip's plan, creditors will
receive these recoveries:

                                                        Estimated
    Creditor Class      Treatment of Claims              Recovery
    --------------      -------------------              --------
    First Lien          Payment from most                  70.6%
    Lenders Owed        of the proceeds
    US$95 Million         of the sale

    Second
    Lien
    Noteholders         Payment from the US$1 million         0.2%
    owed about          allocated to unsec. Creditors
    US$500 million        and noteholders

    Unsec. Creditors    Payment from the US$1 million         0.1%
    Owed US$3.2 million   allocated to unsec. creditors
                        and noteholders.

The 0.1% recovery by unsecured creditors is contingent on their
support of the plan.  Unsecured creditors would get nothing if
they vote to reject the plan.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.   In their formal schedules, MagnaChip
Semiconductor S.A. disclosed US$951,917,782 in assets against
US$845,903,186 in debts while MagnaChip Semiconductor B.V.
disclosed assets of US$762,465,739 against debts of
US$1,800,612,084.


MERUELO MADDUX: Posts $127.5MM Net Loss for March 31 Quarter
------------------------------------------------------------
Meruelo Maddux Properties, Inc., filed on September 9, 2009, its
quarterly report on Form 10-Q for the period ended March 31, 2009.

Meruelo Maddux recorded total revenues of $6,033,000 for the
quarter ended March 31, 2009, from $6,003,000 for the same quarter
in 2008.  Meruelo Maddux posted a net loss of $127,585,000 for the
quarter ended March 31, 2009, from a net loss of $4,039,000 for
the same period a year ago.

As of March 31, 2009, the Company had $605,089,000 in total
assets; and $100,636,000 in liabilities not subject to compromise
and $292,297,000 in liabilities subject to compromise.

During the three months ended March 31, 2009, the Company paid
cash related reorganization items, which are primarily composed of
professional fees, of roughly $500,000.

On and before June 12, 2009, the Debtors filed with the Bankruptcy
Court schedules and statements of financial affairs setting forth,
among other things, the assets and liabilities of the Debtors,
subject to the assumptions contained in certain notes filed in
connection therewith.  All of the schedules will be subject to
further amendment or modification.  Differences between amounts
scheduled by the Debtors and claims by creditors will be
investigated and resolved in connection with the claims resolution
process.  In light of the expected number of creditors, the claims
resolution process may take considerable time to complete.
Accordingly, the ultimate number and amount of allowed claims is
not presently known, nor can the ultimate recovery with respect to
allowed claims be presently ascertained, the Company said.

On June 22, 2009, the Bankruptcy Court entered an order setting
the last day for filing proofs of claim in the Debtors' Chapter 11
cases as September 24.  As a result, any and all claims against
the Debtors will be barred if not filed before the Bar Date.

The Debtors have the exclusive right to file a Chapter 11 plan or
plans prior to November 22, 2009, and the exclusive right to
solicit and obtain acceptances thereof until January 21, 2010.
Pursuant to Section 1121 of the Bankruptcy Code, the exclusivity
periods may be expanded or reduced by the Bankruptcy Court, but in
no event can the exclusivity periods to file and solicit
acceptance of a plan or plans of reorganization be extended beyond
18 months and 20 months from the petition date, respectively.

A full-text copy of the Company's March 2009 Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?44c5

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MERUELO MADDUX: Stephen Taylor Sees Shareholder Recovery
--------------------------------------------------------
Stephen S. Taylor and Taylor Asset Management, Inc., said in a
regulatory filing with the Securities and Exchange Commission that
they are pleased with Meruelo Maddux Properties, Inc.'s progress
to date in restructuring its obligations.

"We continue to believe that the Company's assets far exceed its
liabilities.  Mr. Taylor and TAM believe that it is likely that
the Company may emerge from bankruptcy proceedings with
substantial equity value in tact.  We further believe the common
stock of [the Company] remains substantially undervalued," the
filing said.

"From time to time, Mr. Taylor and TAM may have discussions with
members of management, other shareholders, and may present various
proposals and concepts regarding corporate strategy, financial
alternatives, and methods to increase shareholder value."

Mr. Taylor and TAM said they continue to strongly support the
current management team.

Mr. Taylor and TAM disclosed holding 12,343,687 shares or roughly
14.05% of the common stock of Meruelo Maddux as of September 1,
2009.  Mr. Taylor acquired 1,798,897 shares of the Company for
total consideration of $468,747.57.  The source of the funds was
his personal resources.  Taylor Asset Management acquired for
Taylor International Fund, Ltd., 1,729,428 shares for total
consideration of $335,151.85.  The source of the funds was from
Mr. Taylor and other investors.

Mr. Taylor serves as the President of TAM, which is the Investment
Manager of TIF.

The Taylor entities have purchased the Company shares "to obtain
long term capital appreciation."

Mr. Taylor and TAM said they may, from time to time, purchase
additional shares or sell shares depending on various factors
including market price and availability of shares.  Mr. Taylor has
no current, definitive plans or proposals which relate to or which
would result in:

     (a) The acquisition by any person of additional securities of
         the Company, or the disposition of securities of the
         Company;

     (b) An extraordinary corporate transaction, such as a merger,
         reorganization or liquidation, involving the Company or
         any of its subsidiaries;

     (c) A sale or transfer of a material amount of assets of the
         Company or any of its subsidiaries;

     (d) Any change in the present board of directors or
         management of the Company, including any plans or
         proposals to change the number or term of directors or to
         fill any existing vacancies on the board;

     (e) Any material change in the present capitalization or
         dividend policy of the Company;

     (f) Any other material change in the Company's business or
         corporate structure including but not limited to, if the
         Company is a registered closed end investment company,
         any plans or proposals to make any changes in its
         investment policy for which a vote is required by section
         13 of the Investment Company Act of 1940;

     (g) Changes in the Company's charter, bylaws or instruments
         corresponding thereto or other actions which may impede
         the acquisition of control of the Company by any person;

     (h) Causing a class of securities of the Company to be
         delisted from a national securities exchange or to cease
         to be authorized to be quoted in an inter-dealer
         quotation system of a registered national securities
         association; and

     (i) A class of equity securities of the Company becoming
         eligible for termination of registration pursuant to
         Section 12(g) (4) of the Act.

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


METALDYNE CORP: Committee Balks at Exclusive Period Extension Plea
------------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to the
request by Metaldyne Corporation and its debtor-affiliates for an
extension of their exclusive plan filing periods, arguing that the
exclusivity should not provide the Debtors with unfair leverage in
the negotiation of a chapter 11 plan, particularly in a
liquidating chapter 11 case where the Debtors have sold
substantially all of their assets.

The Committee notes that the Debtors' sale of substantially all of
their assets to MD Investors is scheduled to close on Oct. 1, 2009
-- four days after the end of the Debtors' exclusive plan filing
period.  Upon the closing, the Debtors will have paid their
prepetition secured term loan debt, prepetition secured asset-
based loan debt, and their postpetition secured debtor-in-
possession financing debt.  After the closing of the sale to MDI,
the unsecured creditors will be the only significant constituency
with an economic interest in the liquidation of the Debtors'
remaining assets under a liquidating trust.

The Committee points out that any Chapter 11 plan filed by the
Debtors will be a liquidating plan providing for the transfer of
any remaining assets, including avoidance actions and any other
litigation claims, to a liquidating trust for the benefit of the
Debtors' unsecured creditors.  The Committee says that it has a
significant interest in the terms of any such plan, including the
identity of the liquidating trustee and the terms of the
liquidating trust.  On the other hand, the liquidating Debtors
have much less of an interest in the terms of any such plan.

Counsel to the Committee, Mark D. Silverschotz, Esq., at Reed
Smith LLP, says the panel expects to continue its amicable working
relationship with the Debtors.  To that end, the Committee would
prefer to file a joint liquidating plan with the Debtors.  The
Debtors are unwilling to confirm that they do not intend to use
the Chapter 11 plan process to impose third-party
releases/exculpations on unsecured creditors.

Mr. Silverschotz further says the Committee opposes the third-
party releases/exculpations and believes that the liquidating
trust should have the opportunity to investigate any such claims
before they are released.  At a minimum, unsecured creditors
should be entitled to vote on a plan that does not contain
nonconsensual, third party releases and that permits the Committee
to select a liquidating trustee to act under a liquidating trust
agreement acceptable to the Committee.

According to the Troubled Company Reporter, the Debtors wanted to
file a Chapter 11 plan until Jan. 22, 2010; and solicit
acceptances of that plan until March 23, 2010.  The Debtors said
the extension of time will allow them to (i) continue their
efforts to complete and close the sale to MD Investor Corporation
the sale of substantially all of their assets, (ii) develop and
implement a plan for winding down and monetizing the assets not
sold in the transaction, and (iii) work with their other
stakeholders to develop and obtain confirmation of the Chapter 11
plan.  The Court authorized the Debtors to move on with the sale
of all their assets to MD Investors on Aug. 12, 2009.

Richard H. Engman, Esq., at Jones Day in New York, said,
presently, due to the timing of receiving necessary governmental
approvals, the Debtors anticipate that the MD Investors
Transaction is likely to close in late September 2009, and the
Debtors recently secured the agreement of their postpetition
lenders and their prepetition working capital lenders to extend
the Debtors' ability to borrow money and use cash collateral until
Oct. 2, 2009.

                    About Metaldyne Corporation

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of approximately
US$977 million and liabilities of US$927 million.  Judge Glenn
approved the sale of substantially all assets to Carlyle Group
earlier this month for approximately $496.5 million.


MOHAWK INDUSTRIES: Moody's Cuts Ratings on Senior Notes to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Mohawk
Industries Inc.'s senior unsecured notes to Ba2 from Ba1 following
the company's announcement that it entered into a $600 million
secured ABL revolving credit facility.  At the same time, Moody's
affirmed all other existing ratings including the Ba1 CFR, Ba1 PDR
and SGL 2 speculative grade liquidity rating.  The rating outlook
is still negative.

The downgrade of the unsecured notes reflects the structural
subordination that was created when the company replaced its two
unsecured revolving credit facilities with a new 4 year ABL
revolver, which has security on the company's most liquid assets:
inventory and accounts receivable.  "Inclusion of a $600 million
secured obligation in the company's capital structure increases
the potential loss of unsecured creditors in a default scenario as
the ABL lenders would have priority over the unsecured lenders"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.

Affirmation of the Ba1 CFR rating reflects Mohawk's leading market
share in the carpet segment, floor tiling segment and the Unilin
(laminate) segment, its scale with close to $6 billion in revenue,
strong cash flow and its generally conservative financial
policies.  These factors help offset the continuing weakness in
housing and discretionary consumer spending and deterioration in
Mohawk's credit metrics.  However, Moody's expects improvement in
Mohawk's credit metrics in 2010 as the company has lowered its
breakeven levels with significant cost reductions and the lack of
warranty reserve of over $100 million recorded in Q1 2009.

Affirmation of the SGL 2 liquidity rating reflects Moody's belief
that Mohawk will maintain its good liquidity profile over the next
12-18 months.  The liquidity profile is highlighted by the lack of
maintenance financial covenants in the new $600 million 4 year ABL
revolving credit facility, strong annual operating cash flow of
around $600 million, cash balances of over $200 million and the
lack of dividends or share repurchases.  The principal constraint
to Mohawk's liquidity is the $500 million maturity in January
2011, which Moody's believes will be repaid with a combination of
free cash flow, ABL revolver borrowings and possibly additional
capital market transactions.  Additional constraints on the
company's liquidity is the reduction of the size of revolving
credit facility to $600 million from over $700 million (US and
European revolver combined) and the elimination of the
$250 million accounts receivable securitization facility.

The continuing negative outlook reflects Moody's concern over
declining demand trends, which are caused by the continuing
weakness in the housing market, discretionary consumer spending
and capital spending.  The negative outlook also reflects Moody's
apprehension over future discretionary consumer spending patterns
even when the macro economy and housing market starts to grow as
consumers are likely to be cautious with their discretionary
spending in the near term.

Ratings affirmed:

* Corporate Family Rating at Ba1;

* Probability of Default Rating at Ba1;

* Speculative Grade Liquidity rating at SGL-2;

Ratings downgraded/assessments assigned:

* $900 million 6.125% senior unsecured notes, due 2016 to Ba2 (LGD
  4, 67%) from Ba1 (LGD 4, 60%);

* $500 million 5.75% senior unsecured notes, due January 15, 2011
  to Ba2 (LGD 4, 67%) from Ba1 (LGD 4, 60%);

* $400 million 7.20% senior unsecured notes, due April 15, 2012 to
  Ba2 (LGD 4, 67%) from Ba1 (LGD 4, 60%);

Headquartered in Calhoun, Georgia, Mohawk Industries is a leading
producer of floor covering products for residential and commercial
applications in the U.S. Mohawk products includes brands such as
Mohawk, Unilin, Karastan, Ralph Lauren, Lees, Bigelow, Dal-Tile
and American Olean.  Revenue for the twelve months ended June 30,
2009, approximated $5.9 billion.

The last rating action was taken on February 25, 2009, when
Moody's downgraded the ratings to Ba1 with a negative outlook.


MPF CORP: Gets Access to $750,000 of DIP Financing
--------------------------------------------------
The U.S. Bankruptcy Court granted MPF Corp.'s motion for an
interim order approving post-petition secured financing.  The DIP
facilities will be available to the Debtors up to an aggregate
principal amount of $750,000 pending entry of a final order,
according to BankruptcyData.com.

The Debtor will be able to access DIP loans aggregating
$5 million upon final approval of the loans.

The final hearing is scheduled for September 23, 2009, the report
notes.

Headquartered in Bermuda, MPF Corp. Ltd. -- http://www.mpf-
corp.com/ -- engages in deep water oil and gas exploration.  The
company was established on April 25, 2006.  The company and
debtor-affiliate MPF Holding US LLC filed separate petitions for
Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos.
08-36086 and 08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represents the
Debtors as counsel.  When the Debtors filed for protection from
creditors, they listed assets of $100 million to $500 million, and
the same range of debts.

The Bermuda Proceedings and the Chapter 11 cases in the U.S. run
as parallel proceedings, which is coordinated to effectuate the
Debtors' goal of providing for a restructuring of their businesses
or sale of assets as may be in the best interests of their estates
and creditors.

The Debtors are in possession of their properties and continue to
operate and manage their businesses as debtors-in-possession.

Due to the size and complexity of the Debtors' businesses, and
their prepetition focus on restructuring their financial affairs
to avoid Chapter 11 filings, the Debtors failed to complete the
drafting of the Schedules and Statements, and do not anticipate
having the Schedules and Statements ready for filing within the
15-day period.


NAMWEST LLC: Owes Town $4.4MM for 2005 RiverWinds Contract
----------------------------------------------------------
Jeremy Rosen at Courier-Post report that Docimo and Eric Campo,
West Deptford township administrator, said that Namwest LLC owes
the town $4.4 million of a $10 million contract signed in 2005 for
the development of RiverWinds.  According to Courier-Post,
township officials attribute most of the 2009 12-cent property tax
increase to Namwest.

Headquartered in Phoenix, Arizona, Namwest LLC --
http://www.namwest.com/-- builds single-family houses and
condominiums.  The company has under contract and development,
over $250 million in single-family home and condominium
neighborhoods in Arizona.  The Company filed for Chapter 11
bankruptcy protection on October 9, 2008 (Bankr. D. Ariz. Case No.
08-13935).  It affiliates, including Namwest-Glenrosa & 35th
Avenue, LLC; Namwest-101 Building, LLC; and SWB Enterprises, LLC,
also filed for bankruptcy.  Carolyn J. Johnsen, Esq., at Jennings,
Strouss & Salmon, P.L.C., assists the Debtors in their
restructuring efforts.  Namwest LLC listed $50 million to
$100 million in assets and $50 million to $100 million in debts.


NATIONAL HOLDINGS: Grants Warrants to Bedford Oak for Forbearance
-----------------------------------------------------------------
National Holdings Corporation on September 9, 2009, agreed to
issue Bedford Oak Partners, L.P., a five-year warrant to purchase
12,500 shares of the Company's common stock at $0.75 per share, as
consideration for the forbearance agreements entered into by the
parties.

As consideration for a separate forbearance agreement, the Company
also agreed to (i) reduce the exercise price of Christopher C.
Dewey's warrant to purchase 125,000 shares of the Company's common
stock from $1.00 to $0.75 per share and (ii) to issue Mr. Dewey a
five-year warrant to purchase 100,000 shares of the Company's
common stock at $0.75 per share.  Christopher Dewey is a member of
the Company's board of directors.

In February 2007, the Company completed a financing transaction
under which certain investors purchased 10% promissory notes in
the principal amount of $1.0 million, which notes matured in
February 2009.  The investment included $500,000 by Mr. Dewey.

The Company entered into a forbearance agreement under which
Bedford Oak agreed to defer its rights under the note until it was
fully repaid $250,000 on May 29, 2009.   Under its forbearance
agreement with the Company, Mr. Dewey agreed to not exercise any
of his rights under his note until June 1, 2010 and agreed to
lower the interest rate on his note from 10% to 7% per annum.

                      About National Holdings

National Holdings Corp. operates primarily through broker
subsidiaries National Securities Corporation, vFinance
Investments, Inc. and EquityStation, Inc.  The Broker Dealer
Subsidiaries conduct a national securities brokerage business
through its main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

Through its Broker Dealer Subsidiaries, the Company offers (1)
full service brokerage servicing approximately 45,000 accounts,
consisting of retail, high net worth and institutional clients,
(2) provides investment banking, merger, acquisition and advisory
services to micro, small and mid-cap high growth companies, and
(3) engages in trading securities, including making markets in
over 3,500 micro and small cap stocks and provides liquidity in
the United States Treasury marketplace.

National Holdings had $22,006,000 in assets against debts of
$19,076,000 as of June 30, 2009.


NATIONAL PROCESSING: S&P Puts 'B-' Rating on Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B-' corporate credit rating, on
Louisville, Kentucky-based National Processing Co. Group Inc. on
CreditWatch with developing implications.

"These actions result from the company's current amendment
proposal, which, along with other requests, would amend the
required ratio levels for financial maintenance covenants
contained in NPC's senior secured credit facility to provide
greater headroom," explained Standard & Poor's credit analyst
Susan Madison.

"We believe that headroom provided under covenant financial ratios
contained in the current amendment proposal will be sufficient,
despite expectations for modest near-term pressure on revenues and
EBITDA," said Ms. Madison.  As a result, if approved, S&P would
likely raise the rating on NPC to 'B', reflecting the enhanced
flexibility provided by the new covenant package.  If the company
is not able to get requisite lender consent for the proposed
amendment, S&P could lower the rating to 'CCC+' since it is
unlikely that operational performance and discretionary debt pay-
down will be sufficient to meet the Dec. 31, 2009, ratio step-
downs.

Additionally, in reviewing the proposed amendment, S&P is unlikely
to view the request for very limited ability to repurchase debt
below par as distressed.


NORTHPORT NETWORK: Discloses Going Concern Doubt on Debt Woes
-------------------------------------------------------------
Northport Network Systems, Inc., and its affiliates incurred a net
loss of $184,312 on net sales of $743,533 for six months ended
June 30, 2009, compared with a $304,191 net loss on net sales of
$3.682 during the same period in 2008.

The Company had total assets of $5,008,881 against total debts of
$1,949,486 as of June 30, 2009.  Current assets total $1,493,584
while all debts were current.  Cash and cash equivalents were
$346,425 as of June 30.

The Company has an accumulated deficit of $2,046,258 at June 30,
2009.  The Company's current liabilities also exceed its current
assets by $455,902 and the Company used cash in operations of
$305,910.  "These factors raise substantial doubt about its
ability to continue as a going concern," the Company said.

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

              http://researcharchives.com/t/s?44b4

                      About Northport Network

Northport Network Systems, Inc. was incorporated under the laws of
the State of Colorado on July 25, 2000 as Dotcom-netmgmt.com Inc..
Dalian Beigang Information Industry Development Company Limited
was incorporated in the People's Republic of China on June 20,
1997 with its principal place of business in Dalian, PRC.

Dalian Beigang is principally engaged in the provision of
platforms, among other things, to customers in Dalian for
electronic filing of tax returns and payment of taxes and color
photo printing business in the PRC.  The Company owns a trade name
"Colorstar" which was registered with the China State
Administration for Industry and Commerce in China as well as a
Chinese patent which was applied for on the color photo printing
technology.  In accordance with the business permit, the Company's
right of operation expires on June 20, 2026 and is renewable.

On June 23, 2005, Northport Network entered into a definitive
agreement with the stockholders of Dalian Beigang in which
Northport Network exchanged 100% of the registered and fully paid
up capital of Dalian Beigang for $150,000 satisfied by the issue
of 1,500,000 shares of common stock of $0.001 par value to the
stockholders of Dalian Beigang.  As both companies are under
common management, the exchange of shares has been accounted for
as a reorganization of entities under common control.


ONE LAND: Wants Access to Cash Securing Comm 2006-C8 Loan
---------------------------------------------------------
One Land LLC filed asks the U.S. Bankruptcy Court for the Central
District of California for authorization to:

   -- use cash securing repayment of loan with Comm 2006-C8
      Calabasas Road Limited Partnership; and

   -- grant adequate protection to the secured lender.

The outstanding loan due to the lender as of Sept. 1, 2009, is
$14.31 million.

The Debtor required the immediate use of cash collateral to
finance its daily operations.

The Debtor related that the lender consented to the use of cash
collateral but only upon the specific terms and conditions set in
the stipulation reached on Sept. 2, 2009.

As adequate protection, the Debtor will grant the lender a
replacement lien equivalent to its lien on the Debtors'
prepetition assets.  As to the postpetition assets, the
prepetition lender will receive a lien on its postpetition assets
only to cover any decline in the value of the lender's collateral
during the two month period of the limited cash collateral
agreement.

                          Lender Objects

Comm 2006-C8 Calabasas Road Limited Partnership, senior secured
lender, has filed an objection, saying that the budget and terms
of the cash use is unacceptable.

The creditor opposed to these provisions in the budget:

   1. payroll expenses line item;
   2. real property tax and insurance premium line items;
   3. franchise fee line item;
   4. 120% provision;
   5. miscellaneous line item;
   6. excess revenues; and
   7. attorneys' fees provision.

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

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

                          About One Land

One Land LLC operates a hotel named County Inn & Suites at
Calabasas, California.  The Company filed for Chapter 11 on Aug.
24, 2009 (Bankr. Case C.D. Calif. No. 09-20989).  Robert M.
Yaspan, Esq., at Law Offices of Robert M. Yaspan, represents the
Debtor in its restructuring effort.  In its petition, the Debtor
listed total assets of $15,000,000 and total debts of $15,196,799.


PACIFIC ENERGY: Can Abandon Alaska Assets Amidst Gov't Protest
--------------------------------------------------------------
Pacific Energy Resources Ltd. has won the right to abandon oil and
gas production assets near Alaska's Cook Inlet -- despite
opposition from government regulators over potential environmental
liabilities.  The Hon. Kevin J. Carey of U.S. Bankruptcy Court for
the District of Delaware approved the abandonment but granted key
concessions to state regulators, according to Law360.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PARALLEL PETROLEUM: To Be Sold to Apollo for $483 Million
---------------------------------------------------------
Parallel Petroleum Corporation said September 15 that it has
entered into a definitive agreement for the Company to be acquired
by an affiliate of Apollo Global Management, LLC, a leading global
alternative asset manager, in a transaction valued at
approximately $483 million, including the assumption or repayment
of approximately $351 million of net indebtedness.  The agreement
was unanimously approved by Parallel's Board of Directors.

Under the terms of the agreement, Parallel stockholders would
receive $3.15 per share in cash, representing a premium of 56%
over Parallel's average closing share price over the past thirty
trading days and 63 percent over Parallel's average closing share
price over the past sixty trading days.  An affiliate of Apollo
will commence a tender offer to purchase for cash all of the
outstanding shares of the Company's Common Stock, and the
associated preferred stock purchase rights, at a price of $3.15
per share, for a total consideration of approximately
$132 million.  The tender offer is expected to commence on or
before September 24, 2009 and to expire on the 20th business day
following and including the commencement date, unless extended in
accordance with the terms of the merger agreement and the
applicable rules and regulations of the Securities and Exchange
Commission. Following the completion of the tender offer, the
parties will complete a second-step merger in which any remaining
shares of the Company will be converted into the right to receive
the same price per share paid in the tender offer.

"The Board considered a range of potential alternatives, including
continuing to operate as an independent entity, the returns and
dilution associated with issuing additional equity in a public or
private offering, the possibility of the sale of certain assets,
and combinations with other merger partners," said Jeffrey
Shrader, Parallel's Chairman of the Board.  "After conducting an
exhaustive evaluation of recapitalization and corporate sale
alternatives, our board of directors unanimously concluded, after
in-depth consideration, that this transaction with Apollo is in
the best interests of our shareholders."

Commenting on the transaction, Sam Oh, Partner at Apollo, said,
"We believe Parallel's high-quality assets and its outstanding
management team will be a positive addition to our investment
portfolio and we look forward to working with the Company."

Larry Oldham, Parallel's President and Chief Executive Officer
commented, "Apollo's interest in the Company is a clear
recognition of the attractiveness of Parallel, its business plan
and the success that has been achieved.  Apollo has a strong track
record of growing businesses. Under its ownership, Parallel will
be better capitalized to execute its current business plan and
develop new opportunities for growth."

There is no financing condition to the obligations to consummate
the transaction, and funds managed by Apollo have committed to
provide $283.2 million of equity to complete the transaction.

The transaction does not require the consent of Parallel's
bondholders, but as required by its indenture, the Company will
offer to repurchase all $150 million of the Company's 10.25%
Senior Notes due 2014, at 101% of face value.

In connection with the transaction, BofA Merrill Lynch Securities,
Jefferies & Company, Inc., Stonington Corporation, and Sunrise
Securities Corp. served as financial advisors to Parallel. Lynch,
Chappell & Alsup, P.C. and Haynes and Boone, LLP served as
Parallel's legal counsel. RBC Richardson Barr and BNP Paribas
served as financial advisors to Apollo, and Akin Gump Strauss
Hauer & Feld LLP served as its legal counsel.

                      About Apollo Management

Apollo is a leading global alternative asset manager with offices
in New York, Los Angeles, London, Singapore, Frankfurt and Mumbai.
Apollo had assets under management of over $38 billion, as of June
30, 2009, in private equity and credit-oriented capital markets
invested across a core group of industries where Apollo has
considerable knowledge and resources.

                     About Parallel Petroleum

Parallel Petroleum (NASDAQ: PLLL) is an independent energy company
headquartered in Midland, Texas, engaged in the exploitation,
development, acquisition and production of oil and gas using 3-D
seismic technology and advanced drilling, completion and recovery
techniques. Parallel's primary areas of operation are the Permian
Basin of West Texas and New Mexico, North Texas Barnett Shale,
Onshore Gulf Coast of South Texas, East Texas and Utah/Colorado.
Additional information on Parallel is available via the Internet
at http://www.plll.com/

Parallel Petroleum carries "B3" long term corporate and
probability of default ratings from Moody's and "B" issuer credit
ratings from Standard & Poor's.


PARMALAT SPA: Bank of America Liable for Fraud, SPVs Say
--------------------------------------------------------
U.S. District Judge Lewis Kaplan on September 14 began trial on
the lawsuit commenced by Food Holdings Ltd. and Dairy Holdings
Ltd. against Bank of America Corp.

Food Holdings and Dairy Holdings Ltd. were two special purpose
entities created by BofA.  Their liquidators have sued the bank,
claiming that it knew of the Parmalat fraud and should be forced
to pay hundreds of millions of dollars in notes to Parmalat
investors that the vehicles issued.

Parmalat went bankrupt after revealing that a EUR3.95 billion
account at Bank of America didn't exist.

Bank of America should be held liable for the 2003 collapse of
Parmalat, lawyers for the two Cayman Island entities told U.S.
District Judge Lewis Kaplan September 14, at the start of a $500
million civil trial, Bloomberg News said.

Liquidators for two special purpose vehicles created by Bank of
America -- Food Holdings Ltd. and Dairy Holdings Ltd. -- later
sued the bank, claiming it knew of the Parmalat fraud and should
be forced to pay hundreds of millions of dollars in notes to
Parmalat investors that the vehicles issued.

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PHILADELPHIA NEWSPAPERS: Bid Procedures Hearing Moved to Sept. 21
-----------------------------------------------------------------
Bankruptcy Judge Stephen Raslavich has deferred until September 21
to consider approval of a proposed sale process for the assets of
Philadelphia Newspapers LLC.   Judge Raslavich postponed the
hearing to give the Debtor and senior lenders time to negotiate
procedures for the sale, Sophia Pearson at Bloomberg News
reported.

The Company has proposed an auction where a group of local
investors, led by Bruce E. Toll, would be stalking horse bidder
and credit bidding would be prohibited.  The Debtors have filed a
proposed Chapter 11 plan built around the sale of the business to
Mr. Toll or to the highest bidder.  The Company has contemplated
an October 22 auction.

Philadelphia Newspapers filed a Chapter 11 plan of reorganization
on August 20.  The Plan provides for the sale of substantially all
of the Debtors' assets to Mr. Toll-led Philly Papers, LLC, absent
higher and better bids at an auction.  Under the deal, Philly
Papers is expected to pay over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.

According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar.  Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims.  Holders of prepetition unsecured trade claims will
recover up to 6%.

A copy of the Disclosure Statement is available for free at:

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

A copy of the Insider Plan is available for free at:

    http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

Senior lenders, including CIT Group Inc., have proposed their own
reorganization plan that would allow the Company to emerge from
bankruptcy with about $60 million in debt.  Led by Citizens
Bank of Pennsylvania, as agent, senior lenders would own about
95% of the Company with the remainder going to unsecured mezzanine
debt holders.  Other unsecured creditors will recover up to 10% of
their claims in cash.

                     About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel. The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent. Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PILGRIM'S PRIDE: Amended Summary of Schedules
---------------------------------------------
Pilgrim's Pride Corp. submitted its Third Amended Summary of
Schedules of Assets and Liabilities, disclosing this information:

A. Real Property

  Land and Buildings, Cincinnati OH 100% ownership      $20,783
  Richardson Data Center 100% ownership              10,648,154
  Land - Sulphur Springs, TX 100% ownership             137,033
  Land & Buildings - Sulphur springs, TX                677,885
  Total - as previously Reported                    709,271,024

B. Personal Property                               2,014,709,084

  Total Assets                                   $2,735,463,964
  =============================================================

C. Property Claimed as Exempt                                 $0
D. Creditors Holding Secured Claims                1,437,193,843
E. Creditors Holding Unsecured Priority Claim          6,285,664
F. Creditors Holding Unsecured Non-priority Claim    900,870,001

  Total Liabilities                              $2,344,349,509
  =============================================================

                     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: Proposes to Reject 51 Contract-Grower Agreements
-----------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code and Rule 6006
of the Federal Rules of Bankruptcy Procedure, Pilgrim's Pride
Corp. and its affiliates seek the Court's authority to reject 51
Pullet Grower Agreements.

A schedule of the contracts to be rejected is available for free
at http://bankrupt.com/misc/PPC_rej_Pulletgrowers13.pdf

The Court issued a Confidentiality Order that governs the
contested matters with regards to the Debtors' Motions to reject
Contract-Grower Agreements and their related responses.  The
order intends to uphold the confidentiality of information in the
resolution of contested matters.  A full-text copy of the
confidentiality order is available for free at:

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

Walter Starling, a broiler farm operator, informed Judge Lynn of
his objection to the Debtors motion to reject growers' contract
with the Debtors.

                     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.


PRIMARY ENERGY: S&P Withdraws 'BB' Rating on $152.5 Mil. Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB'
preliminary rating on Primary Energy Operation LLC's proposed
$152.5 million five-year term loan.  The company intended to use
the loan to help refinance an existing revolving facility
(unrated) for a portfolio of four recycled energy facilities and a
50% interest in a pulverized coal-injection facility collectively
located at steel mills of U.S. Steel Corp. (BB/Stable/--) and
ArcelorMittal (BBB/Negative/--).  The power assets use a
combination of waste heat and blast furnace gas produced in the
course of mill operations to generate "behind-the-meter"
electricity, steam, and processed water for mill consumption.

S&P is withdrawing the preliminary rating on the proposed term
loan due to management's intention to pursue a different capital
structure from that to which S&P originally rated.

                           Ratings List

                         Rating Withdrawn

                  Primary Energy Operations LLC

                                     To                 From
                                     --                 ----
Senior Secured                      NR                 BB/Stable
  Recovery Rating                    NR                 4

                      NR - Not Rated Action


POMARE LTD: Court Okays Hilo Hattie Reorganization Plan
-------------------------------------------------------
The Associated Press reports that the Hon. Robert Faris of the
U.S. Bankruptcy Court for the District of Delaware has confirmed
Pomare Ltd.'s reorganization plan, which would wipe out
$14 million in debt to keep the Company in business while
preserving numerous vendor relationships.

The AP relates that Royal Hawaiian Creations, Pomare's largest
unsecured creditor, will invest an additional $3 million to pay
claims needed for the Company to exit bankruptcy.  According to
the report, the approval of the Plan will let Pomare to emerge
from Chapter 11 bankruptcy on October 4.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PROTEIN SCIENCES: Wins Dismissal of Involuntary Ch. 7 Case
----------------------------------------------------------
Protein Sciences Corporation said September 14 that the U.S.
Bankruptcy Court for the District of Delaware granted its motion
to dismiss the involuntary bankruptcy case filed against it by
Emergent BioSolutions, Inc.

The Court found the involuntary bankruptcy was not in the best
interests of PSC and its creditors.

In a statement, Emergent said the Bankruptcy Court ruled that:

   1. PSC is insolvent under the federal bankruptcy laws, because
      it generally was not paying its debts as they become due;

   2. Emergent and two other petitioning creditors held valid
      claims against PSC without bona fide dispute; and

   3. Emergent's claim in excess of $11.5 million is due and
      owing.

The Court, according to Emergent's statement, however, abstained
from putting Protein Sciences into bankruptcy because it found
that Emergent's claims more appropriately should be pursued in its
other pending lawsuits, including the "replevin" or foreclosure
action in the Connecticut state court.  The breach of contract and
tort claims properly may be heard in the pending New York state
and Connecticut federal court actions.  Emergent intends to
continue to pursue its rights in those courts and remains
confident that it will be able to achieve a full recovery.

As reported by the Troubled Company Reporter on June 23, 2009,
creditors of Protein Sciences filed an involuntary Chapter 7
petition against the Company (Bankr. D. Del. Case No. 09-12151).
The Creditors wanted the company liquidated to satisfy claims.  A
unit of Emergent BioSolutions Inc. holds the bulk of the debt
listed on the petition at $11.5 million.

Emergent BioSolutions Inc. is a biopharmaceutical company focused
on the development, manufacture and commercialization of vaccines
and therapeutics that assist the body's immune system to prevent
or treat disease.

Protein Sciences Corp. is a biopharmaceutical company that started
making a vaccine to protect humans against the H1N1 influenza
virus last week.  Protein Sciences said in June it has started
manufacturing "the first and only" vaccine, PanBlok, that would be
able to combat the virus.  The company said it would be able to
produce at least 100,000 doses of the vaccine a week.


QWEST COMMUNICATIONS: Fitch Assigns BB+ Rating on $300 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Qwest Communications
International, Inc.'s proposed $300 million issuance of senior
unsecured notes due 2015.  The new notes will be guaranteed by
wholly owned subsidiaries Qwest Services Corporation and Qwest
Capital Funding, Inc., on a senior unsecured basis.  The notes
will rank pari passu with Qwest's existing senior unsecured notes
due February 2011 and 2014, and will be governed by the same
indenture, dated Feb. 5, 2004, as the existing senior unsecured
notes issued by Qwest.  The proceeds from the issuance are
expected to be used for general corporate purposes, including
refinancing existing indebtedness.  Qwest and its wholly owned
subsidiaries have an Issuer Default Rating of 'BB'.  The Rating
Outlook for Qwest and its subsidiaries is Stable.  As of June 30,
2009, Qwest had approximately $14.1 billion of debt outstanding.

Overall the ratings assigned to Qwest and its subsidiaries
incorporate the scope, scale and relatively consistent cash flow
generated by Qwest Corporation's local exchange business, and the
stable trends of Qwest's enterprise segment.  Fitch's ratings also
reflect Qwest's financial flexibility, solid liquidity position in
relation to near-term scheduled maturities and Fitch's expectation
of continued, albeit pressured, generation of free cash flow.
Fitch believes that Qwest's credit profile is strong within the
current ratings category, however, its competitive position is
weaker when compared to its regional bell operating company peer
group.  Qwest's business profile is more wire-line voice and
consumer centric relative to its RBOC peer group.  These
businesses arguably are most exposed to competitive and technology
threats.  In Fitch's opinion Qwest lacks the revenue growth
opportunities, particularly a strong facilities-based wireless
business, that can offset competitive, economic and technology
issues that continue to erode Qwest's land-line business.  During
the second quarter of 2009, Qwest reported that consolidated
revenues declined by 8.6% on a year over year basis to
approximately $3.1 billion.  Overall, Qwest lost approximately
333,000 access lines during the second quarter of 2009 reflecting
a year over year decline of nearly 10.7%.

Fitch continues to believe that Qwest has sufficient capacity
within the current ratings to withstand the continued weakening of
its operating profile due to ongoing competitive, technology
substitution and economic factors.

Balancing the operational concerns is Fitch's expectation that
Qwest will continue to generate relatively stable amounts of free
cash flow as Fitch believes that the company has a significant
level of flexibility within its capital budget to manage free cash
flow generation.  During the first half of 2009, the company
generated approximately $722 million of free cash flow (defined as
cash from operations less capital expenditures and dividends and
adjusted for one-time items) marking a significant increase when
compared with $234 million of free cash flow generated during the
first half of 2008.  Contributing to the large free cash flow
growth was a 28% year over year reduction in capital expenditures
experienced during the first half of 2009.  For all of 2009 Qwest
expects to generate free cash flow before dividends of $1.5 to
$1.6 billion.

Qwest's liquidity position and overall financial flexibility are
strong and are supported by expected free cash flow generation,
cash on hand ($1.8 billion as of June 30, 2009) and available
borrowing capacity from Qwest's $910 million senior secured
revolver (Fitch notes that Qwest's revolver was expanded to
$945 million in July 2009), which expires October 2010.

Qwest repaid the $562 million of the 7% Qwest Capital Funding,
Inc. senior notes due on Aug. 3, 2009, with available cash on hand
satisfying the last significant scheduled maturity in 2009.
During 2010 Qwest has approximately $917 million of scheduled
maturities, including $500 million of QC maturities, which was
essentially prefunded by QC's senior note issuance during April
2009.  Fitch notes that the holders of $1.265 billion of Qwest's
3.5% convertible notes due 2025 have a put option exercisable on
Nov. 15, 2010.  Outside of the potential cash requirements
associated with the convertible notes in 2010, near-term
maturities are well within Fitch's free cash flow expectations
during the same time frame.  The execution of the put option will
increase the refinancing risk attributable to Qwest's credit
profile.  In addition to anticipated levels of capital
expenditures, dividends and scheduled maturities, cash
requirements during 2010 may include up to $300 million of pension
funding.

The Stable Outlook reflects Fitch's expectation that the company's
operating strategies, in particular the continued strengthening of
Qwest's service bundle and investment in high speed data, will
preserve operating margins and slow the rate of erosion of Qwest's
Mass Market operating segment.


QWEST COMMUNICATIONS: Moody's Puts 'Ba3' Rating on $300 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Qwest
Communications International Inc.'s proposed $300 million senior
unsecured notes due 2015.  The Company intends to use the proceeds
for general corporate purposes, including repayment of maturing
debt.  In conjunction with the rating action, Moody's has affirmed
the Company's Ba2 corporate family rating with a stable outlook,
along with the SGL-1 short term liquidity assessment.

Moody's analyst Dennis Saputo said "Qwest's Ba2 corporate family
rating continues to be supported by the Company's still sizable
subscriber base, predictable cash generating capabilities,
moderate leverage, and expectations for additional debt reduction.
Although Qwest faces challenges including growing competition
within its local markets, accelerating access-line losses, and a
tough macroeconomic environment, the Company continues to
effectively manage costs and is expected to generate significant
free cash flow in both 2009 and 2010."  Despite these
expectations, the Company faces significant annual debt maturities
and is reliant on market access to meet upcoming obligations.
Moody's views the debt issuance as the beginning steps towards
addressing these maturities.

"However, the declining trends in revenue and access lines are
unlikely to reverse over the rating horizon.  As a result, Moody's
believe that longer-term, Qwest faces many challenges in
sustaining its credit profile in a tough operating environment
while balancing the demands of its shareholders," said Saputo.

Ratings actions include these:

Issuer: Qwest Communications International Inc.

* $300 million new Senior Unsecured notes -- Assigned Ba3 (LGD5-
  75%)

* Corporate Family Rating -- Affirmed Ba2

* Probability of Default Rating -- Affirmed Ba2

* Outlook is stable

Moody's most recent rating action related to QCII was taken on
April 7, 2009, at which time Moody's assigned a Ba1 rating to
Qwest Corporation's senior note offering.

Qwest is a RBOC and nationwide inter-exchange carrier
headquartered in Denver, CO.


QWEST COMMUNICATIONS: S&P Puts 'B+' Rating on $300 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
issue-level rating and a '6' recovery rating to Qwest
Communications International Inc.'s proposed $300 million senior
notes due 2015.  The '6' recovery rating indicates the expectation
for negligible (0-10%) recovery of principal in the event of
payment default.  The notes are to be issued under rule 144A with
registration rights with proceeds for general corporate purposes
including debt refinancing.

At the same time, S&P affirmed its ratings, including the 'BB'
corporate credit rating, on parent Qwest International Corp. and
related entities.  The Denver-based diversified telecommunications
provider reported over $14 billion of debt at June 30, 2009.

"The ratings reflect the secular decline of the company's core
wireline business, an industry-wide trend," said Standard & Poor's
credit analyst Richard Siderman.  Other factors include leverage
of 3.9x debt/EBITDA for the rolling 12 months ended June 30, 2009
(adjusted for operating leases and OPEBs), which is high for the
rating, and significant debt maturities.  Tempering factors
include solid cash flow generation, which, in combination with
material cash balances and a $945 million revolver, provide good
liquidity.  Additionally, Qwest remains the dominant local
telephone exchange carrier in most areas of its 14-state market, a
legacy of its former status as the regulated, but protected,
monopoly telephone carrier.


RED TRAIL: No Waiver for June 30 Covenant Violations So Far
-----------------------------------------------------------
Red Trail Energy, LLC, posted a net loss of $1,259,653 for three
months ended June 30, 2009, compared with a net income of
$5,064,044 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3,310,627 compared with a net income of $7,800,243 for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $94,612,342, total liabilities of $64,408,265 and a members'
equity of $30,204,077.

The Company said that there is substantial doubt about its ability
to continue as a going concern, noting these factors: (i) poor
market conditions in the ethanol industry have led the Company to
incur operating losses and negative operating cash flow since
August 2008; (ii) the Company first violated certain of its loan
covenants at Dec. 31, 2008, and was granted a waiver of those
violations by the Bank, the Company was also found to be in
violation of the same loan covenants at March 31, 2009, and
June 30, 2009, and has not been granted a waiver of those
violations; (iii) the Company projects that it will continue to be
in violation of its loan covenants through 2009 and into 2010 and
has not been granted a waiver of these projected covenant
violations.

The ability of the Company to continue as a going concern is
dependent on improving its profitability and cash flow, possibly
securing additional financing or raising additional equity, and
working with the bank to structure debt payment terms that are
achievable given current and applicable operating conditions.

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

Red Trail Energy, LLC owns and operates a 50 million gallon per
year corn-based ethanol manufacturing plant located near
Richardton, North Dakota in Stark County in western North Dakota.
Fuel grade ethanol and distillers grains are the Company's primary
products.  Both products are marketed and sold primarily within
the continental United States.


RENAISSANCE RESIDENTIAL: Wants Access Cash Securing Two Loans
-------------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized, on an interim basis,
Renaissance Residential of Countryside LLC to:

   -- use cash collateral securing repayment of loans with Parkway
      Bank and Trust Company and Puritan Finance Corporation; and

   -- grant adequate protection to the prepetition lenders.

A final hearing on the Debtor's use of cash collateral is set for
Sept. 24, 2009, at 01:00 p.m. at 219 South Dearborn, Courtroom
680, Chicago, Illinois.  Objections, if any, are due Sept. 21,
2009, at 5:00 p.m.

The Debtor will use the cash collateral to finance its everyday
operations.

As of Renaissance Residential's petition date, the Debtor owed
$45.80 million to Parkway Bank and Trust Company and Puritan
Finance Corporation.

As adequate protection, the Debtor will grant the lenders (i)
replacement and additional liens in most of the property of the
Debtor's estate; and (ii) 100% of all net proceeds of all the
Debtor's sales of condominiums that closed postpetition, and 100%
of all rental income received by the Debtor after all payments.

           About Renaissance Residential of Countryside

Palatine, Illinois-based Renaissance Residential of Countryside,
LLC filed for Chapter 11 on Aug. 26, 2009 (Bankr. N.D. Ill. Case
No. 09-31460).  Richard H. Fimoff, Esq., at Robbins, Salomon &
Patt Ltd., represents the Debtor in its restructuring effort.  In
its petition, the Debtor listed $50,000,001 to $100,000,000 in
assets and $10,000,001 to $50,000,000 in debts.


RH DONNELLEY: Proposes Jan. 22 Extension for Plan Filing
--------------------------------------------------------
Under Section 1121 of the Bankruptcy Code, debtors have the
exclusive right to file a plan or plans of reorganization within
the initial 120-day period after the Petition Date.  Furthermore,
debtors have the exclusive right during the 180-day period after
the Petition Date to solicit and obtain acceptances of that plan.

However, Section 1121(d) permits courts to extend the Exclusive
Periods "for cause" but not beyond 18 months after the date of
the court's order.

R.H. Donnelley Corp. and its debtor affiliates' Exclusive Plan
Filing Period is set to expire on September 25, 2009, and their
Plan Solicitation Period will expire on November 24, 2009.

By this motion, the Debtors ask Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware to extend the
Exclusive Plan Filing Period through and including January 22,
2010, and the Exclusive Solicitation Period through and including
January 31, 2010.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that the Debtors are on their way to completing
the milestones associated with a plan process, like:

  -- the filing of a Plan of Reorganization and Disclosure
     Statement on or before July 27, 2009;

  -- the approval of the adequacy of the Disclosure Statement by
     October, 31, 2009; and

  -- confirmation of the Plan by January 15, 2010.

As previously reported, the Debtors submitted their Plan and
Disclosure Statement on July 27, 2009.

Mr. Conlan contends that cause exists to extend the Exclusive
Periods because the Debtors have worked expeditiously to address
all critical issues and move their Chapter 11 cases forward.  He
notes that the Debtors have simultaneously addressed a variety of
issues to stabilize their operations, including vendor and
customer relations, the preparation and filing of schedules, and
other operational and case management issues, which resulted in
the stability of the Debtors' business operations.

The Debtors are proceeding diligently to achieve confirmation of
the pre-arranged Plan and their progress warrants the extension
of the Exclusive Periods, Mr. Conlan tells the Court.  He says
the chances of obtaining confirmation of the Plan will be
decidedly increased if the Debtors are allowed to continue to
work with their key creditor constituencies, free from the
distractions of a competing plan of reorganization.

To deny an extension of the Exclusive Periods would jeopardize
the significant progress the Debtors have made to date, thereby
defeating the very purpose of Section 1121 of the Bankruptcy Code
to afford a debtor a meaningful and reasonable opportunity to
negotiate with creditors and propose and confirm a plan of
reorganization, Mr. Conlan argues.

                       About R.H. Donnelley

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

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

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

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Proposes Incentive Plan for Business.Com
------------------------------------------------------
R.H. Donnelley Corp. and its affiliates seek the Bankruptcy
Court's authority to institute a short-term incentive plan for
debtor affiliate Business.Com, Inc., for 2009.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, notes that Business.Com depends its success on
approximately 140 employees, whose specialized knowledge,
creativity, and understanding of the business made the Debtor's
successes possible.

To motivate the Employees to reach the highest levels of
performance, Business.Com historically has utilized two types of
incentive plans, one individual based and one corporate based.

The individual plan, with quarterly payouts and individual
performance metrics, remains in effect, Mr. Conlan tells the
Court.  He adds that a certain corporate-based "Company
Performance Plan," however, has lost all capacity to motivate the
employees.  The CPP utilizes for 2009 BDC and RHD Interactive
corporate revenue and EBITDA targets that were set in the middle
of 2007.  However, he says that the severe economic downturn and
changes in the strategic role and operations of Business.Com,
have rendered the targets completely unattainable.

Recognizing that without the possibility of earning any
incentives associated with the CPP goals and targets established
in 2007, compensation for the Debtor's employees in 2009 would
fall far below the median for comparable-sized software and
technology companies and the Debtors' stated compensation
philosophy, Mr. Conlan says.

In early 2009 RHD retained compensation consultant Semler Brossy
Consulting Group, LLC, to provide an independent assessment of
market norms and to assist RHD in designing and evaluating the
reasonableness and competitiveness of a new incentive
compensation program to update and improve Business.Com's current
compensation system, Mr. Conlan tells the Court.  Together, the
Debtors and Semler Brossy developed and announced a series of
2009 business goals for the Debtor that involved a mix of revenue
and operational targets and the achievement of specific
development projects.

Mr. Conlan says attainment of the goals was to have been tied
into a new 2009 short-term incentive plan.  However, before the
new STIP could be finalized and implemented in early 2009, the
pertinent Debtor executives were forced to turn their attention
to the events that culminated in the Debtors seeking bankruptcy
protection and their ensuing operation in bankruptcy.
Consequently, BDC employees were left without a viable corporate
performance incentive plan.

For these reasons, the Debtors ask the Court to grant their
request.

In a separate filing, the Debtors ask the Court for authority to
file the exhibits of their Request under seal and not be
available to anyone except:

  -- the United States Trustee;
  -- the Official Committee of Unsecured Creditors; and
  -- parties who signed an appropriate confidentiality
     agreement.

Mr. Conlan contends that the Exhibits would divulge confidential
and sensitive information relating to the compensation of several
of the Debtors' officers and their dissemination would provide
the Debtors' competitors with a substantial and unfair
competitive advantage.

                       About R.H. Donnelley

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

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

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

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


SELECT MEDICAL: S&P Puts 'B-' Rating on CreditWatch Positive
------------------------------------------------------------
On Sept. 14, 2009, Standard & Poor's Ratings Services placed its
ratings on Select Medical Corp. and its direct parent, Select
Medical Holdings Corp., including the 'B-' corporate credit rating
on Select Medical Corp., on CreditWatch with positive
implications.

The CreditWatch listing is prompted by the plans of Select Medical
Holdings Corp., Select's ultimate parent, to sell 33 million
shares of common stock for an estimated average offering price of
$12 million (with proceeds totaling $373 million, or $429 million
if the underwriters exercise their full allotment).  The purpose
of the initial public offering is to reduce $186 million of senior
secured debt required under the company's credit agreement, and
make $18 million of long-term incentive payments.  The company
will likely use remaining proceeds for additional debt reduction.
S&P also expect that 22 million preferred shares will be converted
into 55 million common shares (assuming $12 per common share) by
the company's financial sponsors--Welsh, Carson, Anderson & Stowe
and Thoma Cressey Bravo--and management, which will retain about
77% ownership after the IPO.

If the proposed IPO is successful, S&P believes Select's financial
risk profile would improve since proceeds will be targeted for
debt repayment.  Adjusted debt to EBITDA could fall to less than
5.5x, from 8.0x (assuming completion of the conversion).
Moreover, the increased cushion under the company's senior secured
facility covenants will allow Select to contend with step-downs in
loan covenant ratios that it faces over the next few quarters.  In
addition, S&P expects credit measures to strengthen further in
2009 because of improving operating performance stemming from
higher reimbursement, and due to specialty hospitals opened in
2008.


SEMGROUP LP: Judge Shannon Directs Key Parties to Mediation
-----------------------------------------------------------
During a September 9, 2009 hearing, Judge Brendan Linehan Shannon
of the United States Bankruptcy Court ordered the Official
Committee of Unsecured Creditors, producers and the Secured
Lenders of SemGroup, L.P. and its affiliates' Chapter 11 cases to
meet and confer with a mediator on September 13, 2009 for a
possible resolution of a dispute over $253 million and $400
million allegedly owed by SemGroup to oil and gas producers,
Tulsa World reported.

In the Court-ordered mediation, the parties will appear before
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware, Tulsa World disclosed.  Judge Shannon was quoted as
saying that the Court will try to get as many parties to join in
the mediation despite the short notice, Tulsa World noted.

                        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)

                        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: Manchester Requests Admin. Bar Date Extension
----------------------------------------------------------
Manchester Securities Corp. and Debtor SemGroup Holdings, L.P.,
are parties to a loan agreement dated June 25, 2008, whereby
SemGroup Holdings owed Manchester Securities $176,838,479 as of
the Petition Date.  The obligations were secured pursuant to a
pledge agreement between Manchester Securities and SemGroup
Holdings dated June 25, 2008.  Pursuant to a credit agreement
dated June 17, 2008, General Electric Capital Corporation loaned
SemCrude Pipeline, L.L.C. $120 million.  Based on accounting,
SemCrude Pipeline transferred $50 million of the $120 million to
SemGroup Holdings prepetition and subsequently, SemGroup Holdings
transferred the $50 million to SemCrude Pipeline.

Pauline K. Morgan, Esq., at Young Conway Stargatt & Taylor, LLP,
in Wilmington, Delaware, points out that SemGroup Holdings has a
fiduciary duty to the creditors of its estate, including
Manchester Securities, to preserve and maximize its assets,
including claims against third parties and affiliates.  Moreover,
the deletion of the previously undisputed SemGroup Holdings'
$50 million claim against SemCrude Pipeline from SemCrude
Pipeline's amended schedules of assets and liabilities raise
serious questions as to whether SemGroup Holdings is capable of
fulfilling its fiduciary duties.  She also points out that while
the Bar Date Order seems to exempt SemGroup Holdings from having
to file a proof of claim against SemCrude Pipeline, the Bar Date
Order is less clear as to its applicability to the SemGroup
Holdings' Claim.

Accordingly, Manchester Securities asks the Court to (i) clarify
that SemGroup Holdings is not required to file a proof of claim
pursuant to the Bar Date Order, or (ii) extend the deadline by
which SemGroup Holdings or any entity authorized to act on its
behalf to file a claim until December 10, 2009.

                        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: Manchester Securities, et al., Want Plan Denied
------------------------------------------------------------
In separate filings, Manchester Securities Corp.; Department of
Revenue for the State of Louisiana; Commonwealth of Pennsylvania,
Department of Revenue; ACE American Insurance Company;
Westchester Fire Insurance Company; Enbridge Gathering L.P.; Koch
Materials, LLC, KMC Enterprises, LLC, and Koch Materials Mexico,
B.V. ask the Court to deny confirmation of the Third Amended
Joint Plan of Reorganization dated August 25, 2009.

Manchester Securities, as largest creditor of Debtor SemGroup
Holdings L.P., asserts that the Third Amended Plan cannot be
confirmed because it will wipe out SemGroup Holdings' $50
million-claim against SemCrude Pipeline, L.L.C.  The Plan places
all general unsecured claims against Pipeline in Class 209, which
will have an estimated distribution value of under three cents on
the dollar, Manchester Securities stresses.  At best, the Plan
(i) violates the best interests test; (ii) provides for the de
facto substantive consolidation of SemCrude Pipeline's assets
with those of the other Debtors' estates; (iii) has not been
proposed in good faith; (iv) is not fair and equitable; and (v)
is not feasible, Manchester Securities insists.

Moreover, Tidal Energy and Enbridge Gathering point out that in
light of the Debtors' failure to file the plan supplement that
will contain material information regarding the Plan and certain
post-confirmation matters, the creditors have not received
adequate information to enable them to vote on the Plan.

The Koch Entities allege that the Plan violates (i) Section 1129
of the Bankruptcy Code by requiring the Koch Entities to perform
under a contract with the Debtors while relieving the Debtors to
perform under that contract; and (ii) Section 1124 of the
Bankruptcy Code by conditioning the receipt of certain benefits
of the Plan on a vote to accept the Plan.

The Louisiana Department of Revenue argues that the treatment of
priority tax claims in the Plan does not comply with Sections
1129(a)(9)(c) and 511 of the Bankruptcy Code.  The Louisiana
Department of Revenue asserts that it will not accept any lesser
non-bankruptcy rate than is required by Section 1129(a)(9)(c) and
511.  Similarly, the Pennsylvania Department of Revenue contends
that the Plan should specifically provide that the Debtors and
their successor will remain current in filing and payment of
postpetition and postconfirmation taxes.

Moreover, ACE and Westchester Fire object to the extent that the
Debtors intend to assume and assign their insurance policies to
entities other than the named insureds absent the Insurance
Companies' consent.  Specifically, Westchester Fire further
contends that it should not be required to maintain bonds where
the Debtors or the Reorganized Debtors absolve themselves of any
obligation to third parties to maintain the Bonds.  To the extent
the Reorganized Debtors maintain the Bonds postconfirmation, the
Reorganized Debtors must be required to execute an indemnity in
the place of SemGroup, L.P, Westchester Fire says.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC; Tidal Energy Marketing (U.S.) L.L.C.
object to the Second Amended Plan, which was superseded by the
Third Amended Plan, and incorporate their previous objections to
the Disclosure Statement, as amended.

                      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.

The Debtors propose an October 26, 2009 hearing to consider
confirmation of the Plan.  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.

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)


SEMGROUP LP: SemMaterials Proposes to Sell Equipment to Vance
-------------------------------------------------------------
SemMaterials, L.P., its parent SemGroup, L.P., and certain direct
and indirect subsidiaries of SemGroup, ask the Court to approve a
sale of SemMaterials' assets, pursuant to a non-binding offer
submitted by Vance Brothers, Inc., subject to higher bids.

Specifically, SemMaterials will sell certain equipment and
miscellaneous assets found in its facilities in Fort Lauderdale
Florida; Garden City, Georgia; and Halstead Kansas to Vance
Brothers for $520,000.

In light of the nature and size of the Assets, the Debtors
believe that conducting a public auction is costly and would
unduly diminish the proceeds from the proposed sale transaction.

Parties wishing to submit a higher offer for the Assets must do
so before September 17, 2009.  The Court will consider the
Debtors' Motion to Sell on September 24, with an objection
deadline on September 17.

                        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)


SIX FLAGS: Noteholders Propose "Superior" Alternative Plan
----------------------------------------------------------
The Informal Committee of holders of 12.25% Senior Notes
Due 2016 issued by Six Flags Operations, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to enter an order
(i) terminating Six Flags Inc. and its units' exclusive periods to
file a plan of reorganization and solicit acceptances thereof, in
connection with the Debtors' chapter 11 cases, and (ii) delaying
the hearing to the disclosure statement to Six Flag's proposed
Chapter 11 plan.

On behalf of the noteholders, Howard A. Cohen, Esq., at Drinker
Biddle & Reath LLP, asserts that Exclusivity should be terminated
in these cases because (i) the Debtors have turned a blind eye on
a superior, fully committed alternative proposal, (ii) creditors
should have the right to choose which plan is superior, and (iii)
the Debtors' management team and board of directors are racing
ahead with a plan that enriches themselves at the expense of
virtually every other creditor constituency.

Conversely, the Alternative Plan proposed by the Informal
Committee, which includes a fully backstopped equity rights
offering for $450 million, provides each of the Debtors'
stakeholders (other than the six members of the Debtors' senior
management team) with the same treatment provided under the
Management Plan, except for three classes of creditors,
which receive better treatment than what is provided under the
Management Plan. Specifically:

   * SFI Noteholders: while the Management Plan provides SFI
     Noteholders with merely 1.0% of the New Common Stock, the
     Alternative Plan provides SFI Noteholders with (i) 3.6% of
     the New Common Stock, (ii) warrants to purchase up to an
     additional 5.0% of the New Common Stock and (iii) rights to
     participate in the equity offering to purchase up to an
     additional 6.1% of the New Common Stock.

   * SFO Noteholders: while the Management Plan provides SFO
     Noteholders with only 7% of the New Common Stock, the
     Alternative Plan provides SFO Noteholders with (i)
     approximately 28% of the New Common Stock and (ii) rights to
     participate in the equity offering to purchase up to an
     additional 61.7% - 69.4% of the New Common Stock (depending
     on the degree of participation in the rights offering by the
     SFI Noteholders).

   * Lenders: while the Management Plan provides Lenders with 92%
     of the New Common Stock, the Alternative Plan pays off the
     Lenders in full in cash and gives them the opportunity to
     participate in the New Term Loan.

"Despite the fact that the Alternative Plan is a viable
alternative and provides the Debtors' creditors with over 375%
more value in enhanced recoveries, the Management Team has failed
to give the Alternative Plan any meaningful consideration.  Rather
than embrace (or, at a minimum, investigate) this proposal, the
Debtors have employed a letter-writing campaign aimed at slowing
down the Informal Committee and has held steadfast to the
timetable mandated by the Debtors' Lock-Up Agreement with certain
of their Lenders, pursuant to which, among other things, the
Debtors' Disclosure Statement must be approved on or before
October 15, 2009," Mr. Cohen points out.

                         Six Flags Plan

Judge Christopher S. Sontchi is scheduled to convene a hearing on
October 8, 2009, at 10:00 a.m., prevailing Eastern Time, to
consider the adequacy of the Disclosure Statement explaining the
First Amended Joint Plan of Reorganization filed by Six Flags,
Inc., and its debtor affiliates.  Objections are due October 1,
2009, at 4:00 p.m. Prevailing Eastern Time.

As previously reported by the TCR, Six Flags, Inc., Premier
International Holdings, Inc., and their debtor affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a first amended joint plan of reorganization and an
accompanying disclosure statement, dated August 20, 2009.

Under the Plan, the holders of Prepetition Credit Agreement
Claims against Six Flags Theme Parks Inc. and certain of its
wholly-owned domestic subsidiaries will convert those Claims into
(i) approximately 92% of the New Common Stock to be issued by
Reorganized SFI, subject to dilution by the Long-Term Incentive
Plan, and (ii) a new term loan in the aggregate amount of
$600 million.

Based on the Debtors' estimate of Allowed Claims as of an assumed
December 31, 2009 Plan Effective Date in these Reorganization
Cases, the First Amended Plan provides for a recovery of:

  -- approximately 92.2% to 112.8% to holders of Six Flags Theme
     Parks, Inc. Prepetition Credit Agreement Claims;

  -- a 100% recovery for the holders of all Other Secured
     Claims;

  -- a 100% recovery for the holders of Unsecured Claims against
     all Debtors other than SFO and SFI;

  -- 8.2% to 12.4% to holders of Unsecured SFO Claims;

  -- 0.4% to 0.6% to holders of Unsecured SFI Claims; and

  -- no recovery for holders of Funtime, Inc. Claims,
     Subordination Securities Claims and Pre-confirmation Equity
     Interests in SFI.

A blacklined version of the First Amended Disclosure Statement is
available for free at:

        http://bankrupt.com/misc/sixf_1stplanblackline.pdf

A blacklined version of the First Amended Chapter 11 Plan is
available for free at:

         http://bankrupt.com/misc/sixf_1stdsblackline.pdf

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SKYPOSTAL NETWORKS: June 30 Balance Sheet Upside-Down by $2.4MM
---------------------------------------------------------------
SkyPostal Networks, Inc.'s balance sheet at June 30, 2009, showed
total assets of $2,977,075 and total liabilities of $5,416,149,
resulting in a stockholders' deficit of $2,439,074.

For three months ended June 30, 2009, the Company posted a net
loss of $1,941,728 compared with a net income of $378,487 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2,421,117 compared with a net loss of $641,234 for the same
period in 2008.

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

SkyPostal Networks, Inc. -- http://www.skypostal.com/-- is an
international wholesale mail distribution company that specializes
in hand delivery of commercial mail, periodicals and parcel post
into the Latin America-Caribbean (LAC) region. SkyPostal is the
largest private postal network in Latin America, delivering more
than 60 million mail items each month through its network of local
private postal operators. SkyPostal handles mail from European
postal administrations, major publishers, mail consolidators,
international mailers and financial institutions that require
time-defined and reliable delivery of their mail, magazines and
mail order parcels.

                        Going Concern Doubt

On March 31, 2009, Morrison, Brown, Argiz and Farra, LLP,
expressed substantial doubt about SkyPostal Networks, Inc.'s
ability to continues 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 suffered
recurring losses from operations, has a deficiency in working
capital and has a net capital deficiency.


SL MANAGEMENT: Lender Pursues Principal for Deficiency Claim
------------------------------------------------------------
WestLaw reports that a declaratory judgment action brought by a
guarantor of the debt of a corporate Chapter 11 debtor, for a
determination that the debtor's debt had been fully satisfied by
the distribution provided to the creditor under the confirmed
plan, and that the creditor, in pursuing its remedies against the
guarantor, was violating the provisions of the debtor's confirmed
plan, was a cause of action over which bankruptcy court could
exercise continuing postconfirmation jurisdiction, as one which
necessarily involved interpretation of the confirmed plan.
Accordingly, the cause of action would be referred to the
bankruptcy court, but only to submit proposed findings of fact and
conclusions of law, and not to finally decide.  The guarantor
bringing suit was a nonparty to the bankruptcy case.  Weaver v.
Texas Capital Bank, N.A., --- B.R. ----, 2009 WL 2195886 (N.D.
Tex.).

Represented by Eric A. Liepins, Esq., in Dallas, Tex., SL
Management LLC sought chapter 11 protection (Bankr. N.D. Tex. Case
No. 08-40143) on January 16, 2008, reporting $4,307,500 in assets
and $3,761,332 in liabilities.  On September 2, 2008, Judge Nelms
confirmed SL's Plan of Reorganization, and the bankruptcy action
was closed on December 16, 2008.

On April 9, 2008, Texas Capital Bank, a creditor in the SL
bankruptcy proceeding, filed an action in Texas state court
against Dewey Weaver, alleging that he'd executed "a series of
Commercial Guarantee agreements" to "personally guaranty [sic]
payment of all amounts" owed by SL.  The state court suit sought
to recover on four promissory notes executed to facilitate the
purchase of several tracts of residential property in Tarrant
County, Texas.  The suit alleged that, contemporaneously with SL's
execution of each note, Mr. Weaver executed a Commercial
Guarantee.  The Weaver Guaranties provided that Weaver "absolutely
and unconditionally guaranteed full and punctual payment and
satisfaction of SL[ ]'s indebtedness to Plaintiff," and that Texas
Capital could enforce the Weaver Guaranties against him without
first exhausting its remedies against SL.  The state court
petition further alleged that SL defaulted on the Notes, that
Texas Capital made written demand on Mr. Weaver, as guarantor, to
pay the Notes, and that Mr. Weaver failed to do so, thereby
breaching the Weaver Guaranties.  Texas Capital acknowledges in
its petition the bankruptcy filing by SL, stating that it sought
separate relief in the bankruptcy court, including foreclosing its
security interest in the real property securing the promissory
notes.  In the state suit, Texas Capital sought relief only as to
Mr. Weaver.  Mr. Weaver failed to answer or otherwise respond to
the state court suit, and on December 15, 2008, Texas Capital
obtained a default judgment against him.  Texas Capital foreclosed
on its security interest in the real property, sold the property,
and obtained an abstract of judgment against Mr. Weaver for the
deficiency, plus attorney's fees, costs, and interest.  On
February 25, 2009, Texas Capital initiated proceedings in
Louisiana state court to enforce its Texas judgment against Mr.
Weaver.

On February 27, 2009, Mr. Weaver filed suit in the U.S. District
Court for a declaratory judgment, alleging that the default
judgment obtained by Texas Capital against him violated the Plan
of Reorganization of SL, i.e., that pursuant to the confirmed
Plan, the debt of SL to Texas Capital was satisfied, in full, by a
conveyance of the security to Texas Capital.  Mr. Weaver argues
that Texas Capital "is bound by the confirmed Plan to receive the
properties in full satisfaction of the debt and therefore no debt
was owed to Defendant for which the Plaintiff could be held liable
for after the Effective Date of the Plan," in part because Texas
Capital did not seek a determination from the bankruptcy court
that the value of the properties surrendered under the Plan was
less than the amount of the debt owed to Texas Capital.

On April 1, 2009, Texas Capital moved to transfer Weaver v. Texas
Capital Bank, N.A., Case No 09-cv-380 (N.D. Tex.), to Judge Nelms,
contending the claims are core proceedings relating to the SL
bankruptcy action and that, under 28 U.S.C. Sec. 1412, the
District Court should therefore refer the case to the bankruptcy
court.  Ruling on this motion, the Honorable Barbara M.G. Lynn
ruled that (1) the declaratory judgment action is a cause of
action over which the bankruptcy court could exercise continuing
postconfirmation jurisdiction, as one which necessarily involved
interpretation of the confirmed plan, but (2) this matter will be
referred to the bankruptcy court only to submit proposed findings
of fact and conclusions of law, and not to finally decide.


SLM CORPORATION: Fitch Downgrades Preferred Stock Rating to 'BB'
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on SLM Corporation:

  -- Long-term Issuer Default Rating downgraded to 'BBB-' from
     'BBB';

  -- Short-term IDR affirmed at 'F3';

  -- Senior Debt downgraded to 'BBB-' from 'BBB';

  -- Short-term debt affirmed at 'F3';

  -- Preferred Stock downgraded to 'BB' from 'BB+'.

The Rating Outlook is Negative.  Approximately $34.4 billion of
debt and preferred stock is affected by these actions.

The downgrade reflects the expectation that SLM will continue to
transition into a fee-for-service business model with a bank
subsidiary that originates higher-risk private education loans.
If pending education legislation is passed in its current form,
Fitch would expect SLM to be a meaningful participant in the
servicing and collection of government guaranteed loans under the
Department of Education's servicing contract.  This should
generate relatively stable earnings performance over time given
the company's cost structure and scalable business model.  If the
legislation is altered to retain the FFELP program, Fitch believes
SLM will remain one of the largest originators of the product,
which will provide a boost to fee income and could allow for a
greater share of the ED's servicing contract.  Either way, Fitch
believes the funding of government guaranteed student loans will
continue to be outsourced to the Treasury, as is the current
practice under the Ensuring Continued Access to Student Loans Act
(ECASLA).

The current ratings also reflect Fitch's expectation that
unsecured debt outstanding will be repaid as it comes due with
available liquidity and cash flows from the legacy business model.
Fitch believes portfolio cash flows are sizeable and relatively
predictable and include ABS trust servicing cash flows, ABS
residual cash flows, which are backed largely by lower-risk FFELP
loan collateral, loan principal repayments, and other operating
cash flows.  On June 30, 2009, non-bank liquidity included about
$4 billion of cash and unrestricted investments and unencumbered
FFELP loans amounted to $3.2 billion.  The most meaningful
unsecured debt maturities occur in 2010 and 2011, at $6.9 billion
and $6.6 billion, respectively.  The company's capitalization is
expected to increase materially over time as unsecured debt is
repaid.

SLM is expected to remain an originator of private education
loans, which will be funded out of its subsidiary Sallie Mae Bank.
The profitability of this product is expected to increase modestly
from more recent levels as market yields trend up; due in part to
a reduction in competition, and provision expense eventually
stabilizes.  Management expects credit losses on the product to
peak in the third quarter of 2009, as non-traditional loans and
loans without a co-borrower account for a lower percent of loans
entering repayment.  Fitch remains cautious about near-term asset
quality trends and believes it will be some time before it can
assess the credit quality of more recent originations.  All new
loans are expected to be funded in the bank, initially with bank
deposits, but longer-term Fitch will look for the company to
develop more funding flexibility through term ABS issuance,
although the economics of these transactions are currently
unclear.

Rating constraints continue to include legislative and political
risk in the sector, as the servicing contract is subject to a
renewal in five years and the ED has discretion over the
distribution of servicing volume.

Should the FFELP program be retained, the benefits for SLM include
an additional fee stream from the origination of FFELP loans and a
potential boost to its market share on the servicing side, as SLM,
which has the most significant school channel relationships, would
likely be able to retain servicing on all loans it originated.
Fitch believes the retention of FFELP would serve to solidify the
company's ratings at their current level.

While Fitch has outlined its expectations for the business,
certain factors continue to develop.  In the shorter term,
negative rating action could result from an inability to refinance
the ABCP facility ahead of its April 2010 maturity, or uneven
distribution of the ED servicing contract, which impairs the
company's profitability prospects.  Resolution of these issues
could result in rating stability.

Longer-term, negative rating momentum could result from free cash
flow generation below Fitch's expectations, which impairs the
company's ability to meet its debt service obligations, continued
deterioration in private education loan asset quality metrics,
and/or legislative change which removes private sector involvement
from the government guaranteed student lending business.


SPORTSCLICK INC: Green Swan Terminates Sale Agreement
-----------------------------------------------------
Green Swan Capital Corp. entered into an agreement in principle
with SportsClick Inc., dated April 27, 2009, whereby SportsClick
would purchase all of the issued and outstanding shares of Green
Swan.

On June 26, 2009, the Bank of Montreal, a secured creditor of
SportsClick, issued a notice of intent under the Bankruptcy and
Insolvency Act to reclaim its loan from SportsClick.

On July 17, 2009, Ernst & Young Inc. became the Receiver in
respect of the property of SportsClick.

Green Swan said, after having engaged in a process of canvassing
and assessing all reasonable alternatives with due diligence, and
considering the continuing delays and difficulties of implementing
any suitable workout arrangement, it will terminate the Proposed
Transaction.

Green Swan continues to investigate its options for obtaining the
return of the refundable deposit to SportsClick pursuant to the
Proposed Transaction.  The receivership process introduces a
significant operating risk and management believes the return of
the deposit is unlikely.

Green Swan is continuing to pursue and review other businesses and
assets with a view to completing a qualifying transaction. Green
Swan cannot offer any assurances that a qualifying transaction
will be completed.

Green Swan (TSX VENTURE:GSW.P) is a capital pool company which was
listed on the TSXV on October 7, 2008, following the completion of
its initial public offering of $400,000, including $104,000 raised
from founders.  Green Swan is listed on the TSX Venture Exchange
under the symbol "GSW.P".

SportsClick Inc. (TSX VENTURE:SCV) sells licensed authentic sports
merchandise & apparel, including team jerseys, NASCAR hats, JH
design jackets, Diecasts, and sports collectibles.


STALLION OILFIELD: Nonpayment of Notes Cues Moody's 'D' Rating
--------------------------------------------------------------
Moody's Investors Service downgraded Stallion Oilfield Services
Ltd.'s Probability of Default Rating to D from Caa3 and its
Corporate Family Rating to Ca from Caa3.  Moody's also downgraded
the company's $75 million senior secured term loan and
$175 million senior secured revolver ratings to B3, LGD 2 (13%)
from B2, LGD 2 (12%).  The $265 million senior unsecured notes and
$250 million senior unsecured term loan ratings remain unchanged
at Ca, LGD 4 (69% changed from 68%).  The outlook is negative.

This rating action follows Stallion's non-payment of the required
interest on its senior unsecured notes and term loan in August
2009 and the expiration of the respective 30 day cure periods.
This missed interest payment is also an event of default under the
company's senior secured credit agreements.  Stallion is currently
in negotiations with all of its lenders to restructure its debts.
Moody's views a missed interest payment not made within the cure
period as a default and Moody's have accordingly lowered the PDR
to D.

Moody's used a 50% recovery rate assumption under Moody's Loss
Given Default Methodology to arrive at the instrument ratings and
LGD assessments.  This recovery rate is consistent with Moody's
standard LGD assumption but also falls within a range of
reasonable enterprise valuation assumptions based on EBITDA
multiples.  The severity of the current downturn in onshore North
American oilfield services, relatively short history of Stallion's
core workforce accommodations business and limited liquidation
value of its tangible assets results in great uncertainty
regarding the company's enterprise value and ultimate recovery for
creditors.

The last rating action was on March 27, 2009, when Moody's
downgraded Stallion's CFR to Caa3 from B3, PDR to Caa3 from Caa1
and correspondingly downgraded the debt instrument ratings.

Stallion Oilfield Services Ltd. is a privately held oilfield
services company based in Houston, TX.


STALLION OILFIELD: S&P Downgrades Corporate Credit Rating to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stallion Oilfield Services Ltd. to 'D' from 'CCC'.

At the same time, S&P lowered the rating on the senior unsecured
debt to 'D' from 'CCC' and kept the recovery rating at '4',
indicating average (30% to 50%) recovery in the event of default.
S&P also lowered the rating on the senior secured debt to 'D' from
'B-', and kept the recovery rating at '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of
default.

"The rating actions reflect Stallion's failure to make its
required interest payments," said Standard & Poor's credit analyst
Kenneth Cox.  On Aug. 1, 2009, Stallion failed to make an interest
payment in the amount of $12.9 million on its senior unsecured
notes.  Additionally, on Aug. 6, 2009, the company failed to make
a $4.8 million interest payment on its senior unsecured term loan.


STANFORD GROUP: Canada Court Recognizes U.S. Receiver Over Vantis
-----------------------------------------------------------------
The Joint Liquidators of Stanford International Bank Limited,
Nigel Hamilton-Smith and Peter Wastell, said a verbal judgment
from the Montreal Superior Court, Canada, issued on September 11,
2009, concluded that Ralph Janvey, the Receiver appointed by the
U.S. Securities and Exchange Commission, be formally recognized as
the party to whom control of the Canadian assets should be passed.

The Joint Liquidators confirmed that, contrary to allegations
made, all copies taken of the data were to international forensic
standards and their actions have at all times been in accordance
with the terms of the order of the High Court of Antigua and
Barbuda under which they were appointed, including taking steps to
ensure that client data is kept confidential.

Commenting on the judgment, Nigel Hamilton-Smith, Client Partner
at Vantis Business Recovery Services and Joint Liquidator of SIB,
says, "We fully anticipate appealing this decision and will be
closely studying the judgment with our legal counsel. It is hoped
that the Court of Appeal in Canada will have an opportunity to
fully consider all the relevant legal issues."

"Despite this recent judgment, legal proceedings issued by the
Attorney General in Ontario, Canada, are continuing for control of
the same assets located in Canada. This follows a request from the
US Department of Justice (DOJ) that the assets be passed to the
DOJ as proceeds of crime."

The Joint Liquidators are already recognized in United Kingdom as
the party to whom control of the assets of SIB should be passed.
Legal proceedings continue in the US and Switzerland for the
control of the assets of SIB, and the Joint Liquidators remain
committed to communicating accurate and timely information for the
benefit of all SIB investors located in a number of jurisdictions
across the world.

The recently developed Online Claims Management System provides
investors with a cost efficient and secure method of registering
their claims against SIB online.  Since the site went live in July
2009, 17,000 SIB investors have accessed the service. Once
registered, investors are able to monitor the status of their
claim and receive updates directly from the Joint Liquidators on
the progress of the liquidation.

Investors may register their claims against SIB by visiting
https://stanford.vantisplc.com/

Stanford Trust Company Limited remains in receivership and is not
currently in a position to formally agree claims with its clients
and creditors. The liquidators of SIB are, however, aware of the
position of STC, and its clients and creditors, and know that
STC's clients' claims will be formally registered with SIB in due
course.

Further communications will be issued when practicable.

For further information, SIB and STC investors and creditors
should visit http://www.vantisplc.com/Stanfordor email
stanfordenquiries@vantisplc.com

Vantis Business Recovery Services is a trading division of Vantis
Group Ltd, which is regulated by the Institute of Chartered
Accountants in England and Wales for a range of investment
business activities.  Vantis Group Ltd is a Vantis plc group
company.  AIM listed Vantis plc is a leading UK accounting, tax
and business recovery and advisory group.  For more information
about Vantis, visit http://www.vantisplc.com/

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See:

               http://www.usdoj.gov/criminal/vns


STANFORD GROUP: Fraud Victims Want to File Involuntary Chapter 11
-----------------------------------------------------------------
Victims of Stanford International Bank Ltd.'s alleged $7 billion
Ponzi scheme have urged the court to let them file an involuntary
bankruptcy petition that would take the administration of
Stanford's estate out of the receiver's hands, according to
Law360.  On Sept. 10, 2009, investors urged U.S. District Judge
David C. Godbey of the Northern District of Texas to lift the stay
preventing an involuntary bankruptcy petition.

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See:

               http://www.usdoj.gov/criminal/vns


STANFORD GROUP: Pulman Cappuccio Files $80-Million Lawsuit
----------------------------------------------------------
Pulman, Cappuccio, Pullen & Benson, LLP, filed a lawsuit in a San
Antonio, Texas, state court on behalf of 97 former investors at
Stanford International Bank.  The lawsuit, styled Rupert, et al.
v. Winter, et al., seeks almost $80 million in damages from
insurance brokers Willis Group Holdings, Ltd., and Bowen, Miclette
& Britt, Inc., and from a trust company, Aleman, Cordero, Galindo
& Lee, affiliated with a Panamanian law firm.

"Allen Stanford didn't build this bank all by himself," said lead
attorney and firm managing partner Randy Pulman.  "He had help.
Companies like Willis, Bowen Miclette, and the Aleman firm and
trust company were too close to the action at Stanford
International Bank to avoid responsibility for this debacle."

Stanford International Bank took in $7.2 billion in deposits from
all over the United States and Latin America until it was shut
down this February by the Securities and Exchange Commission.  The
SEC claims that the bank was a "massive Ponzi scheme" whose
founder, Allen Stanford, is in jail outside of Houston, Texas
awaiting trial.

The lawsuit against the insurance brokers seeks to hold them
responsible for "Safety and Security" letters they sent to the
plaintiffs saying that deposits at Stanford International Bank
were protected by insurance and that the bank was made up of
"first class business people."  "Allen Stanford counted on these
insurance companies to help him separate our clients from their
money -- now, we're counting on them to put it back.  It is
against the law in Texas for an insurance broker to tell someone
something is insured when it's not," explained Mr. Pulman.

Many of the plaintiffs' Stanford deposits were held in trust
accounts served by Stanford Trust Company Limited and Aleman,
Cordero, Galindo & Lee Trust (BVI) Limited as trustees.  The
lawsuit alleges that the trust company, the firm, and its
principals breached fiduciary duties to the trusts.

The lawsuit also seeks damages from several individual employees
of those companies, and several former employees at Stanford
Fiduciary Investor Services and Stanford Trust Company.  The suit
alleges that all the defendants are also liable for securities
fraud.

Randy Pulman has already filed suit on behalf of five Stanford
depositors against Lloyd's of London and the Stanford Receiver in
a Dallas, Texas federal court.  The lawsuit, styled De Leon v.
Lloyd's of London, seeks damages and a declaration from the court
that the proceeds of Stanford International Bank's "Bankers
Blanket Bond" insurance policies should be held for the
depositors.

Pulman, Cappuccio, Pullen & Benson, LLP --
http://www.pulmanlaw.com/-- is a 15-lawyer firm in San Antonio,
Texas that specializes in representing investors and businesses in
litigation and transactions.  The firm is also home to San
Antonio's second largest bankruptcy practice.

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).  See:

               http://www.usdoj.gov/criminal/vns


STANT PARENT: PBGC Assumes Underfunded Pension Plans
----------------------------------------------------
The Pension Benefit Guaranty Corporation is moving to assume
responsibility for the underfunded pension plans covering about
900 employees and retirees of Stant Manufacturing Inc. and its
Standard-Thomson Corp. affiliate, based in Connersville, Ind.,
with other facilities in Pine Bluff, Ark. and Troy, Mich.

Stant and its U.S. subsidiaries, makers of specialized parts for
automotive heating, cooling and emission control applications,
entered chapter 11 bankruptcy on July 27, 2009.

The pension insurer's action comes as Stant and its domestic
subsidiaries seek approval for the sale of substantially all
assets, at a hearing set for September 15 in the U.S. Bankruptcy
Court for the District of Delaware.  The proposed transaction
currently will not include the pension plans.  After the sale, no
entity would remain to finance or administer the pension plans.

By taking action prior to the asset sale, the PBGC matures a claim
for the entire pension shortfall against Stant's foreign assets.
If the PBGC delayed action until after the sale closes, the
possibility of recovering on the agency's claims for unfunded
pension liabilities would be severely diminished.

Collectively, the Stant Pension Plan (Hourly Employees), the
Pension Plan for Hourly Employees of Standard-Thomson (IUE) and
the Pension Plan for Hourly Employees of Standard-Thomson (IAM)
are 61 percent funded, with $14.3 million in assets to cover
$23.4 million in benefit liabilities, according to PBGC estimates.
The agency expects to be liable for $8.9 million of the $9 million
shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plans, which end on
September 15, 2009.  Retirees and beneficiaries will continue to
receive their monthly benefit checks without interruption, and
other workers will receive their pensions when they are eligible
to retire.  Until the PBGC becomes trustee of the pension plan,
the plan will remain ongoing under company sponsorship.  The
agency will send notification letters to all plan participants
when it becomes trustee.

Under federal pension law, the maximum guaranteed pension at age
65 for participants in plans that terminate in 2009 is $54,000 per
year.  The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.
For TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Retirees of Stant Manufacturing Inc. and Standard-Thomson Corp.
who draw a benefit from the PBGC may be eligible for the federal
Health Coverage Tax Credit.  Further information may be found on
the PBGC Web site at:

http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

Assumption of the plans' unfunded liabilities will increase the
PBGC's claims by $9 million and was not previously included in the
agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 30,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                        About Stant Parent

Connersville, Indiana-based Stant Parent Corp. and its affiliates
filed for Chapter 11 on July 27, 2009 (Bank. D. Del. Lead Case No.
09-12647).  Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq.,
at Greenberg Traurig, LLP, represent the Debtors in their
restructuring efforts.  Roberta A. DeAngelis, U.S. Trustee for
Region 3, appointed five creditors to serve on the Official
Committee of Unsecured Creditors in the Debtors' case.  In their
petition, the Debtors listed assets and debts both ranging from
$50,000,001 to $100,000,000.


STAR TRIBUNE: Expects to Exit Chapter 11 Bankr. on Sept. 28
-----------------------------------------------------------
Jeff Baenen at The Associated Press reports that The Star Tribune
Company expects to emerge from Chapter 11 bankruptcy protection on
September 28, as a federal judge is expected to approve the
Company's reorganization plan after a hearing in New York on
Thursday.

The Star Tribune's plan includes replacing its current owners,
including majority stakeholder Avista Capital Partners, with its
main lenders -- led by investment group Angelo, Gordon & Co.

According to The AP, the Star Tribune has delayed posting some in-
depth Sunday stories online to keep readers buying the newspaper.
The report says that the Star Tribune has experimented with a TV-
style newscast online and may charge readers for access to some or
all stories on the Internet.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  The Garden City Group, Inc., serves as noticing and
claims agent.  Scott Cargill, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC, represent the official committee of
unsecured creditors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.


STEPHEN BALDWIN: Seeks Banker Meeting on Home Foreclosure
---------------------------------------------------------
Michael Bathon at Bloomberg News reports that Stephen Baldwin
wants to hold discussions with lenders about foreclosure
proceedings against his home, which forced him to seek bankruptcy
protection.  Mr. Baldwin filed a "loss mitigation" request to
enter into talks with Bankers Trust Company as the trustee for a
mortgage on his home on Mountain Road South in Rockland County,
New York, according to court documents in the U.S. Bankruptcy
Court in White Plains, New York.

Actor Stephen Baldwin is known for films like "The Usual Suspects"
and recently appeared on the reality television show "I'm a
Celebrity Get Me Out of Here."  He is the youngest of the acting
Baldwin brothers, which include Alec.  He and his wife Kennya
lives in Upper Grandview, New York.

Mr. Baldwin and his wife filed for Chapter 11 bankruptcy
protection on July 21, 2009 (Bankr. S.D. N.Y. Case No. 09-23296).
Bruce Weiner, Esq., at Rosenberg, Musso & Weiner, LLP, assists the
Debtors in their restructuring efforts.  The Debtors listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.


SUNWEST MANAGEMENT: To Sell 148 Properties to Blackstone
--------------------------------------------------------
According to Bloomberg News, Sunwest Management agreed to sell as
many as 148 properties to Blackstone Group LP's real estate unit
as part of its plan to emerge from bankruptcy protection.

The report relates that Blackstone made its offer for the
properties in partnership with Emeritus Senior Living, which
manages 309 communities in a number of states, and with a company
controlled by Emeritus's chairman and co-chief executive officer,
Dan Baty.  Baty's company is called Columbia Pacific Management
Inc.

According to Bloomberg, if the court reviewing Sunwest's
reorganization plan approves the sale, Emeritus would take over
management of the facilities and have the option to invest as much
as 10 percent of the equity in the partnership with Blackstone and
Columbia Pacific, Sunwest and Blackstone said in a statement.

As reported by the TCR on August 28, 2009, the court-appointed
receiver and chief restructuring officer overseeing the
reorganization of Sunwest Management on August 25 filed a
distribution plan with the U.S. District Court in Eugene, Oregon.
A product of intensive financial, legal and business analysis and
summer-long mediations involving numerous stakeholders --
including investors, creditors, Sunwest insiders and secured
lenders -- the proposed plan consists of two key elements: (1) a
process for enhancing the value of Sunwest assets, and (2) a
methodology for equitably distributing that value to stakeholders
owed as much as $2 billion.

In March, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

                   Overview of the Proposed Plan

To increase the value of existing assets and create a viable
business and investment vehicle, the receiver and CRO have
proposed to unite core Sunwest assets under the umbrella of a
single real estate investment trust (REIT) with an affiliated
master limited partnership.  Over time, the new structure -- with
future operations under professional leadership to be selected by
a new board of directors -- should maximize the value of the
reorganized company through economies of scale, favorable
financing, and significantly greater business flexibility.  The
enterprise will issue securities to provide returns and liquidity
to creditors and investors.  At some point in the future, a
merger, public offering, or other transaction is expected to
provide additional value.

To implement the reorganization, the plan proposes to utilize a
brief Chapter 11 process as a tool to modify loan terms and issue
securities.  The receivership plan and the bankruptcy case will
have no impact on the continued delivery of quality care to
residents at Sunwest communities, nor on employees or vendors.
Together, the receivership and Chapter 11 plans seek to place
Sunwest on sound financial footing and position it to provide top-
notch care and service to its residents well into the future.

Key elements of the Proposed Plan:

    * Approximately 150 core senior living and certain other
      revenue-generating properties conveyed into a REIT structure
      with an affiliated MLP.

         -- The REIT/MLP combination greatly simplifies Sunwest's
            existing ownership structure, bringing hundreds of
            separate legal entities under a single corporate
            umbrella.

         -- The new enterprise is expected to maximize value to
            stakeholders through restructured, stable financing on
            favorable terms; economies of scale; significantly
            improved business flexibility; and a likelihood of
            future merger, public offering, or other transaction
            to provide additional liquidity.

         -- The new structure offers several options to investors
            for holding and cashing out on their investments,
            including continued tax deferral options for tenant-
            in-common investors.

         -- A brief, carefully planned pre-packaged Chapter 11
            process will be utilized to implement the plan. The
            bankruptcy will not disrupt service to residents or
            payments to employees and vendors.

    * An independent board of prominent professionals with
      expertise in finance, audits, healthcare, management and
      REITs will govern the REIT/MLP.

    * Sunwest as a management company will be reorganized and will
      contract to manage the senior living properties held by the
      REIT/MLP.

         -- The reorganized management company will have an
            independent board of qualified industry professionals,
            which will hire a new CEO.

    * Former CEO Jon Harder, COO Darryl Fisher and general counsel
      Wally Gutzler will contribute all of their Sunwest-
      affiliated assets to effect the reorganization. Collectively
      the three principals may participate in 5% to 25% ownership
      of the new enterprise, but only after investors and
      creditors have received $500 million to $1 billion in
      distributions of cash or marketable shares.

    * Approximately 100 senior living, commercial and land
      properties that will not be retained in the core business
      structure will be sold or turned back to lenders. Cash from
      sales will be distributed to creditors and investors.

    * The receiver will pursue third parties who received ill-
      gotten gains or were complicit in the losses suffered by
      investors and creditors and distribute any recoveries or
      settlements to creditors and investors.

By its terms, the plan does not and as a matter of law cannot have
any impact on the SEC and its enforcement action against certain
Sunwest insiders or on any other government authority
investigating the Sunwest matters.

                     About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- is one of the largest private
senior living providers in the country and is a significant Oregon
employer.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SYNCHRONOUS AEROSPACE: Moody's Affirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Synchronous
Aerospace Group, including the B3 corporate family and Caa1
probability of default ratings.  The rating outlook remains
negative.

The B3 affirmation reflects Synchronous' position as a small
manufacturer of specialized parts for several aircraft platforms,
especially the B737 and other Boeing legacy models.  Financial
leverage, currently high for the B3 rating, will probably remain
elevated due to the limited opportunity for near term debt
reduction because of weak free cash flow.  The operating margin
has been volatile in the past, and could be under some further
downward pressure should there be cuts in airplane production.
Synchronous' multiple plant locations, as a result of a series of
acquisitions, constrains the operating margin at this time, but
better manufacturing efficiency and improvements to supply
arrangements could provide room for margin improvement over time.
Low near debt maturities, expectation of continued near-term
covenant compliance, and a sufficient amount of liquidity to
support working capital needs lends support to the B3 corporate
family rating.

The negative outlook reflects delayed Boeing 787 progress and risk
of 737 intermediate-term production cuts.  Although Synchronous
has notably improved its cost structure, without revenue growth,
realization of EBITDA and free cash flow levels needed to sustain
the B3 could prove difficult.  The ratings could be pressured down
should EBITDA not improve approximately 35% from the last twelve
months ended June 2009 level, or if free cash flow to debt is
expected to be below 2%.  Further drawdowns under the revolver to
fund acquisitions could also pressure the rating down if the
remaining liquidity was considered to be insufficient to cover
working capital needs.  The outlook could be revised to stable
with an expectation of sustained EBIT to interest of at least 1.2
times, and a continued adequate liquidity profile.

The ratings are:

* Corporate family at B3

* Probability of default at Caa1

* $20 million senior secured revolver due August 2013 at B3 LGD 3,
  35%

* $74 million senior secured term loan due August 2014 at B3 LGD
  3, 35%

Moody's last rating action on Synchronous occurred October 17,
2008, when a corporate family rating of B3 was reinstated.

Synchronous Aerospace Group headquartered in Santa Ana, CA, is a
manufacturer of structural components for the commercial and
military aerospace and space industries.  Synchronous is majority
owned by the private equity firm Littlejohn & Co., LLC.


TEXTRON INC: Fitch Expects to Assign BB+ Rating on $500 Mil. Notes
------------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to Textron
Inc.'s planned issuance of $500 million of five-year and 10-year
senior unsecured notes.  The Rating Outlook is Negative.  Proceeds
from the new debt will be available for general corporate
purposes, including debt repayment related to a cash tender offer
by TXT and Textron Financial Corporation for up to $650 million of
outstanding debt.  The combination of tender offers and new debt
is intended to lengthen TXT's and TFC's maturity profiles.

The ratings and Outlook for TXT reflect weak operating results in
the company's Cessna and industrial manufacturing businesses and
concerns about asset quality and liquidity at TFC as it exits its
non-captive portfolio.  Fitch believes TXT has sufficient
flexibility to manage its manufacturing businesses through the
current recession and could be a weak investment grade company on
a stand-alone basis.  However, TXT is obligated to support TFC,
which has a weaker stand-alone financial profile.

With regard to TFC, Fitch's chief concern is its continued ability
to meet maturing debt obligations from the combination of existing
cash balances, net interest income, and cash flow from the
liquidation of portfolio receivables.  Fitch continues to believe
TXT has sufficient liquidity to provide modest support to TFC.
However, recognition of higher than expected credit losses on
TFC's non-captive portfolio would necessitate a higher degree of
expected support from TXT.

TFC faces the potential of continued deterioration in portfolio
credit quality and the recognition of further losses, particularly
in the resort and golf mortgage portfolios.  Fitch also notes that
a sale or the liquidation of resort and golf mortgage receivables
may prove more problematic.  Thus, it is unclear to what degree
TFC might need to rely on TXT for support to meet its future cash
requirements.

The Rating Outlook could be revised to Stable if available asset
quality pressures lessen and cash balances coupled with cash-flow
generated via either liquidation or sale of portfolio receivables
continues to support full repayment of debt.

Leverage at TXT's manufacturing businesses is expected to be
elevated in the near term until operating results improve.  As a
result, if large contributions to TFC were required, the ratings
could be pressured on the downside.  This concern is mitigated by
Fitch's expectation that TXT's operating performance is beginning
to stabilize and that leverage will improve gradually in 2010
after peaking toward the end of 2009.

Textron took a number of steps earlier in 2009 to strengthen its
overall liquidity.  These include a 91% cut to the company's
dividend payout equivalent to approximately $200 million annually,
the receipt of $750 million of net proceeds from the issuance by
TXT of equity and convertible debt, the addition of a $500 million
Ex-Im Bank facility to fund Cessna's and Bell's international
customers, and the drawdown of TXT's and TFC's bank facilities
that generated $1.2 billion of proceeds after repaying commercial
paper.  In addition, TXT divested HR Textron for $275 million of
net cash proceeds.  As a result, TXT expects to maintain
consolidated cash balances of at least $1.5 billion at the end of
2009 and 2010, compared to nearly $1.9 billion on July 4, 2009.
The majority of cash is located at TXT.  TFC's liquidity will
depend on the pace of its continued portfolio liquidation and on
cash conversion rates that will determine its ability to meet
scheduled debt maturities.  In addition, the bank facilities
mature in 2012 that will either need to be repaid or refinanced.
Covenant compliance under the bank facilities is a material issue.
Fitch estimates that TXT is well within the required range of its
debt to capitalization covenant.  Due to continued recognition of
operating losses, TFC is expected to continue to rely on TXT to
help maintain its fixed charge ratio at 1.25 times (x).
Furthermore, Fitch does not think recognition of additional
operating losses will materially impair TFC's ability to remain in
compliance with its other loan covenants, which include a minimum
net worth requirement of $200 million and maximum debt to equity
of 9.0x.

At TXT's manufacturing businesses, the sharp downturn in demand
for business jets is expected to reduce deliveries at Cessna by
more than 40% to around 275 aircraft in 2009.  The Industrial
segment has also been negatively affected by the economic
recession and can be expected to produce minimal profit until
demand stabilizes and restructuring takes full effect.  These
operating challenges are partly offset by relative strength in the
Bell segment and to a lesser degree in Textron Systems due to
military spending and a large installed base.

Manufacturing cash flow was negative in the first half of 2009 due
largely to the large reduction in Cessna deliveries but it should
be positive for the full year as high working capital requirements
related to Cessna are reversed.  Earnings and cash flow could
gradually improve as economic conditions stabilize although
business jet production may remain at low levels at least through
2010.  Fitch expects that TXT should produce free cash flow
consistent with its forecast of $300-$400 million in 2009 from its
manufacturing businesses, before dividends and certain other items
such as pension contributions and discontinued operations.  As a
result of lower earnings and higher debt levels, gross debt to
EBITDA increased to 3.3x on July 4, 2009 compared to 1.5x at the
end of 2008.  Fitch estimates leverage could increase to a level
near 4.0x by the end of 2009 before declining in 2010 after
results gradually begin to improve.

An ongoing concern for TXT is its support for TFC through required
capital contributions under its support agreement.  TFC continues
to rely on TXT to help maintain its fixed charge ratio at 1.25x.
In 2008 TXT contributed $625 million to TFC.  Much of the cash can
be returned to TXT through dividends, but the support agreement
highlights TXT's exposure to TFC.  At TXT there are minimal
scheduled debt maturities until 2010 when $250 million is
scheduled to mature.  The debt due in 2010 is included in the cash
tender offer.  Other cash requirements include pension
contributions that are expected to be modest at around
$50-$55 million in 2009 but could increase substantially in later
periods depending on asset returns.

The current ratings for Textron Inc. and Textron Financial
Corporation are:

TXT

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured bank facilities 'BB+';
  -- Senior unsecured debt 'BB+';
  -- Convertible senior unsecured notes 'BB+'.
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

TFC

  -- IDR 'BB+';
  -- Senior unsecured bank facilities 'BB+';
  -- Senior unsecured debt 'BB+';
  -- Junior subordinated notes 'B+';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

Due to the existence of a support agreement and other factors,
TFC's ratings are linked to TXT's ratings.  The support agreement
requires TXT to maintain TFC's floor net worth and fixed charge
coverage at $200 million and 1.25x, respectively.

The ratings affect approximately $10.4 billion of debt as of
July 4, 2009, including $3.3 billion at TXT and $7.1 billion at
TFC.


TOYS R US: Plans 80 Temporary Stores to Capture Holiday Sales
-------------------------------------------------------------
Allison Abell Schwartz at Bloomberg News, Toys "R" Us Inc. will
open more than 80 temporary locations across the country starting
next month, a year after the worst holiday-shopping season in four
decades.  According to the report, the Holiday Express "pop-up"
stores will open in malls and shopping centers on short-term
leases, along with more than 260 temporary stores within Babies
"R" Us locations, the Wayne, New Jersey-based company said.  That
represents an additional million square feet of selling space,
according to Chairman and Chief Executive Officer Jerry Storch.

U.S. retail sales of toys generated $21.6 billion in 2008, a 3%
drop from 2007, according to researcher NPD Group Inc.  The
International Council of Shopping Centers reported a

                         About Toys "R" Us

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around $14
billion.  It operates stores both in the U.S. and internationally,
as well as the Babies "R" Us format.

As of August 1, 2009, the company had $8.172 billion in total
assets; total current liabilities of $2.085 billion, long-term
debt of $5.496 billion, deferred tax liabilities of $55 million,
deferred rent liabilities of $269 million, and other non-current
liabilities of $372 million.  As of August 1, 2009, the company
had Toys "R" Us, Inc. stockholders' deficit of $214 million and
noncontrolling interest of $109 million, and total stockholders'
deficit of $105 million.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard  & Poor's, and
"B-" long term issuer default rating from Fitch.


TRANSAMERICAN ENERGY: To File Financial Statements by Sept. 28
--------------------------------------------------------------
TransAmerican Energy Inc. said it is nearing completion of its
annual audited financial statements for the year ended April 30,
2009, which should have been filed by August 28, 2009 as required
by National Instrument 51-102 Continuous Disclosure Obligations.

The Company anticipates filing the Annual Financial Statements by
September 28, 2009.

The Company intends to satisfy the provisions of 12-203 by filing
a bi-weekly Default Status Report containing the information
prescribed by 12-203, as long as the Company remains in default of
the financial statement filing requirement.

TransAmerican Energy Inc. (TSX VENTURE:TAE)(FRANKFURT:YQJ) is not
currently subject to any insolvency proceedings.  If the Company
provides any information to any of its creditors during the period
in which it is in default of filing the Annual Financial
Statements, the Company confirms that it will also file material
change reports on SEDAR containing such information.


TXCO RESOURCES: Can Transfer Oil Exploration & Production Rights
----------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas approved TXCO Resources Inc.'s bid to
transfer oil exploration and production rights in three Texas
counties to Redemption Oil & Gas LLC, the company having quelled
the fears of a group of mineral lien holders who had objected to
the transfer, according to Law360.

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


TXCO RESOURCES: Paid $408,000 to FTI for June-July Work
-------------------------------------------------------
TXCO Resources Inc. paid $761,357 to bankruptcy professionals in
July 2009:

     Cox & Smith                  $157,289.15
     Fulbright & Jaworski         $395,333.65
     FTI Consulting Inc.          $208,734.47

The Debtor paid FTI $200,000.00 for services in June 2009.

KPMG and Gardere Wynne Sewell LLP are also involved in the
Debtor's case.  No payments were made to both firms in June and
July, according to the Debtor's operating report for July.

Payments to the Debtor's insiders swelled to $208,040.28 in July
from $30,068.18 from May 18 to 31; and $170,286.11 in June.

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


VISTEON CORP: 27 Affiliates' Schedules of Assets & Debts
--------------------------------------------------------
About 27 affiliates of Visteon Corporation submitted to the Court
separate schedules of assets, ranging from $0 to $700 million,
and liabilities, ranging from $0 to $450 million.  They are:

Entity                                   Assets     Liabilities
------                                ------------  ------------
Visteon International Holdings, Inc.  $707,871,590   $28,279,061
Visteon European Holdings Corporation  444,394,221        26,488
VC Regional Assembly & Manufacturing   330,965,020   451,887,400
Visteon Global Treasury, Inc.          195,145,550   112,592,629
Visteon Holdings, LLC                  176,902,009             0
GCM/Visteon Automotive Systems LLC     130,365,822   132,943,923
Visteon Electronics Corporation         99,894,683   172,061,281
Visteon Int'l. Business Development Inc 22,821,975    29,960,467
VC Aviation Services, LLC               18,201,555             0
MIG-Visteon Automotive Systems, LLC      6,179,554     7,143,412
Fairlane Holdings, Inc.                  5,442,925             0
Visteon Caribbean, Inc.                  5,069,516    57,427,168
GCM/Visteon Automotive Leasing Systems   4,083,500    12,080,069
Visteon Asia Holdings, Inc.              3,574,337   205,243,562
Visteon Remanufacturing Incorporated     2,183,223     1,346,252
The Visteon Fund                           881,323             0
Visteon Climate Control Systems Ltd.        36,042   134,396,263
SunGlas, LLC                                   100     5,632,999
ARS, Inc.                                        0             0
Visteon Automotive Holdings, LLC                 0             0
Visteon Domestic Holdings, LLC                   0             0
Infinitive Speech Systems Corp.                  0             0
Visteon Financial Corporation                    0             0
Tyler Road Investments, LLC                      0             0
Visteon LA Holdings Corp.                        0             0
Visteon Technologies, LLC                        0             0
Visteon AC Holdings Corp.                        0             0

                        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: 27 Affiliates' Statements of Financial Affairs
------------------------------------------------------------
Twenty-seven debtor-affiliates of Visteon Corporation separately
filed with the Court their statements of financial affairs:

  (1) Visteon International Holdings, Inc.
  (2) Visteon European Holdings Corporation
  (3) VC Regional Assembly & Manufacturing, LLC
  (4) Visteon Global Treasury, Inc.
  (5) Visteon Holdings, LLC
  (6) GCM/Visteon Automotive Systems, LLC
  (7) Visteon Electronics Corporation
  (8) Visteon International Business Development, Inc.
  (9) VC Aviation Services, LLC
(10) MIG-Visteon Automotive Systems, LLC
(11) Fairlane Holdings, Inc.
(12) Visteon Caribbean, Inc.
(13) GCM/Visteon Automotive Leasing Systems, LLC
(14) Visteon Asia Holdings, Inc.
(15) Visteon Remanufacturing Incorporated
(16) The Visteon Fund
(17) Visteon Climate Control Systems Limited
(18) SunGlas, LLC
(19) ARS, Inc.
(20) Visteon Automotive Holdings, LLC
(21) Visteon Domestic Holdings, LLC
(22) Infinitive Speech Systems Corp.
(23) Visteon Financial Corporation
(24) Tyler Road Investments, LLC
(25) Visteon LA Holdings Corp.
(26) Visteon Technologies, LLC
(27) Visteon AC Holdings Corp.

Five Debtor-Affiliates earned income from employment or the
operation of their businesses within two years prior to the
commencement of their bankruptcy cases.  They are:

  Debtor                                          Amount
  ------                                       -------------
  Visteon Electronics Corporation             $1,042,656,666
  VC Regional Assembly & Manufacturing, LLC      813,499,089
  GCM/Visteon Automotive Systems, LLC            559,549,273
  Visteon Climate Control Systems Limited         91,343,816
  Visteon Remanufacturing Incorporated            41,744,263

Other Debtor-Affiliates also earned income other than from
employment or the operation of their businesses.  They are:

  Debtor                                           Amount
  ------                                        ------------
  Visteon International Holdings, Inc.          $996,194,107
  Visteon Global Technologies, Inc.              708,000,000
  Visteon European Holdings Corporation          115,280,000
  Visteon Automotive Holdings, LLC                41,797,678
  VC Aviation Services, LLC                       14,000,000
  Visteon Caribbean, Inc.                          6,752,720
  VC Regional Assembly & Manufacturing, LLC        4,755,604
  Fairlane Holdings, Inc.                          3,700,000
  Visteon Electronics Corporation                  2,900,000
  Visteon Asia Holdings, Inc.                        996,532

Two Debtor-Affiliates disclosed that they made payments to
creditors within 90 days before the Petition Date:

  Debtor                                           Amount
  ------                                        ------------
  Visteon Global Treasury, Inc.                     $231,990
  MIG-Visteon Automotive Systems, LLC                 80,978

                        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: D&M Wants Prompt Decison on Contract
--------------------------------------------------
On November 19, 2004, Boston Acoustics, Inc., and Visteon
Corporation entered into an amendment of a Global Goods and
Services Agreement.  Boston Acoustics became an affiliate of D&M
Holdings Inc. in 2005.  D&M and Visteon then entered into an
Amended Joint Development and Intellectual Property Agreement,
which was subsequently amended by a Termination Agreement,
executed by D&M on May 27, 2009.

Pursuant to the Contracts, D&M, through its subsidiary PSS Hong
Kong, Ltd., and Visteon supply products to General Motors
Company.  Through the Joint Development Agreement, D&M, through
its subsidiary Boston Acoustics, Inc., and Visteon jointly supply
products to the Chrysler, Jeep, and Dodge vehicle divisions of
DaimlerChrysler, now Chrysler Group, LLC.  The products that D&M
and Visteon supply to the Original Equipment Manufacturers are
referred to as Branded Products.

The physical components of the Branded Products are an automotive
auto amplifier and certain Boston Acoustics brand speakers.  D&M
manufactures the Branded Speakers and supplies them to Visteon,
who in turn completes the manufacture of the Branded Products and
provides the Branded Products to the OEM Customers.  OEM
Customers issue electronic orders or releases to D&M and Visteon,
specifying the amount of the Branded Products needed.

Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
attorney for D&M Holdings, Inc., relates that the Global
Agreement explicitly provide that each Release is an independent
offer to enter into a contract, which can be accepted or rejected
by D&M.  He adds that since the Petition Date, the OEM Customers
have continued to issue Releases for Branded Products, and D&M
continued to provide Visteon with Branded Speakers pursuant to
those Releases.  According to Mr. Minuti, notwithstanding the
fact that the Global Agreement provides that each Release is a
separate offer to sell the Branded Speakers, Visteon has taken
the position that the D&M Contracts amount to "requirement
contracts" and thus, are executory contracts under Section 365 of
the Bankruptcy Code.

Mr. Minuti tells the Court that the Debtors have threatened D&M
with a significant damages claim if D&M were to fail to fulfill a
Release.

Accordingly, D&M asks the Court to:

  (a) rule that their Contracts are not executory contracts
      under the Bankruptcy Code and that they may accept or
      reject all future Releases; or

  (b) in the alternative, compel the Debtors to decided on
      whether to assume or reject the D&M Contracts.

Mark S. Horvath, P.E., vice president of Sales for D&M Holdings,
Inc., filed with the Court a declaration in support of D&M's
request.

In a separate filing, D&M seeks the Court's authority to file
under seal certain contracts with Visteon Corporation and an
unredacted copy of the Motion to Compel.  D&M has redacted all
references to the Confidential Contracts in the text of the
Motion to Compel, and has not attached copies of the Confidential
Contracts to preserve its confidentiality.

                        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: Lease Decision Deadline, Removal Periods Extended
---------------------------------------------------------------
Judge Christopher Sontchi has extended Visteon Corp.'s deadline to
assume or reject unexpired leases through December 24, 2009.

In a separate order, Judge Sontchi has enlarged by 120 days the
Debtors' deadline to seek removal of pending actions through
December 24, 2009, without prejudice to the Debtors' right to seek
further extensions.

The Debtors certified to the Court that no objection was filed as
to their request for extensions

                        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: VSL's Schedules of Assets & Liabilities
-----------------------------------------------------
A.   Real Property                                          $0

B.   Personal Property
B.1  Cash on hand                                            0
B.2  Bank Accounts                                           0
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                        8,779,448,304
      VC Regional Assembly & Manufacturing, LLC    230,295,925
      GCM/Visteon Automotive Systems, LLC           74,828,343
      Trade-Accounts Receivable                     66,989,493
      Visteon S.A.                                  18,891,878
      Visteon Sistemas Automotivos Ltda.            17,413,737
      Visteon Amazonas Ltda.                         8,113,951
      Halla Climate Systems Alabama Corp.            7,094,880
      Visteon Electronics Korea Ltd.                 3,182,446
      Visteon Poland S.A.                            2,154,005
      Visteon Systemes Interieurs SAS                2,006,509
      Cadiz Electronica, S.A.                          332,067
      Visteon Sistemas Interiores Espana, S.L.         270,771
      Halla Climate Control Corporation                199,591
      Halla Climate Control Canada Inc.                196,054
      Visteon International Holdings, Inc.             168,793
      Visteon Philippines, Inc.                        161,064
      Visteon Japan, Ltd.                              142,020
      Visteon Portuguesa, Ltd.                         136,775
      Visteon Asia Holdings, Inc.                      131,231
      Trade-Aggregate Accounts Payable Credits         118,322
      Visteon Automotive Systems India Private Limited 106,080
      Visteon South Africa (Pty) Limited                84,494
      Visteon (Thailand) Limited                        74,384
      Visteon Remanufacturing, Incorporated             54,653
      Visteon Global Treasury, Inc.                     42,980
      Coclisa S.A. De C.V.                              40,082
      Carplastic S.A. De C.V.                           16,101
      Climate Systems Mexicana, S.A. De C.V.            11,085
      Visteon De Mexico S. de R.L.                       6,238
      Visteon Asia Pacific, Inc                            338
B.17 Alimony
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
      Tax-Pennsylvania Income - 2008 refund             20,000
B.22 Patents and other intellectual property                 0
B.23 Licenses, franchises, and other intangibles             0
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
      Office Furniture and Equipment                   434,752
      Computers                                        361,766
      Software                                          85,220
B.29 Machinery
      Manufacturing Equipment                      150,338,600
      Tooling                                       20,169,067
      Dunnage                                        5,576,534
B.30 Inventory
      Production                                    47,939,238
      Non-Production                                 8,149,168
      Reserves                                     (11,942,901)
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
      Prepaid Expenses                                  55,846

      TOTAL SCHEDULED ASSETS                    $9,433,899,882
      ========================================================

C.   Property Claimed as Exempt                             $0

D.   Secured Claims                                          0

E.   Unsecured Priority Claims                               0

F.   Unsecured Non-priority Claims
      Visteon Corporation                        3,337,732,637
      Altec Electronica                              6,590,200
      Coclisa S.A. De C.V.                           8,526,000
      Freescale Semiconductor                        1,291,123
      Freescale Semiconductor                        1,185,725
      Freescale Semiconductor                        1,740,360
      Ogura Corp                                     3,290,301
      Visteon Brasil Trading Company Ltd.            2,767,270
      Visteon Global Treasury, Inc.                  8,205,179
      Visteon S.A.                                   1,748,202
      Others                                        39,274,846
      See http://bankrupt.com/misc/VisteonSystems_SchedF.pdf

      TOTAL SCHEDULED LIABILITIES               $3,412,351,842
      ========================================================

                        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: VSL's Statement of Financial Affairs
--------------------------------------------------
William G. Quigley, III, vice president of Visteon Corp.,
discloses that Visteon Systems, LLC, earned income from
employment or operation of business within two years immediately
preceding the Petition Date:

  Source                                             Amount
  ------                                         -------------
  2009 Total Sales through May 2009               $242,078,381
  2008 Total Sales                               1,142,228,776
  2007 Total Sales                               1,782,524,530

Mr. Quigley further discloses that the Company earned income
other than from employment or operation of business within two
years before the Petition Date:

  Source                                               Amount
  ------                                             ---------
  Rental Income - North Penn                           $62,000
  Asset Sales - Bedford land and building            2,500,000
  Asset Sales - Small value machinery and equipment  9,500,000
  Engineering Services                                 100,000
  Prototype sales                                    4,200,000
  Tooling sales                                        100,000

The Company also made payments to these creditors within 90 days
before the Petition Date, totaling $4,018,111:

  Name                                     Amount
  ----                                     ------
  Automotive Components                    $2,971
  Cerion MPI LLC                           39,905
  Clarity Technologies Inc.                 8,460
  Colonial Diversified Polymers           137,508
  Cybernetics Infotech Inc.                 4,230
  Dayco Ensa Portugal PCA                     555
  Fidelity Investments                    334,401
  Master Automatic Inc                    286,943
  Northern Trust                        1,400,000
  Saturn Electronics & Engrg Inc           73,811
  Serigraph Inc                           526,381
  Signature Aluminum Inc                   20,431
  Spring Engineering & Manuf Corp         136,065
  Thompson Licensing                       20,210
  Tyco Electronics                        926,240
  XM Satellite Radio Inc.                  99,995

Moreover, Mr. Quigley relates that the Company made payments,
ranging between $5.5 billion to $5.6 billion, to creditors who
were insiders within one year before the Petition Date.  A list
of the insider payments is available for free at:

        http://bankrupt.com/misc/VisteonSystems_3C.pdf

The Company was also a party to several lawsuits and
administrative proceedings within one year before the Petition
Date, a list of which is available for free at:

        http://bankrupt.com/misc/VisteonSystems_4a.pdf

Visteon Systems gave gifts or charitable contributions within one
year before the Petition Date to these entities:

  Recipient                                        Value
  ---------                                        -----
  Jayc Food Store                                 $1,000
  L.I.F.E. (Bedford Food Pantry)                   3,174
  Rule Food Store                                    500
  Jayc Food Store                                    500
  Limestone Heritage Fest. Parade                    100
  Stone City Lodge 94 F.O.P.                         670
  Otis Park Men's Club                               200
  Blue River Wood Products Baseball Team             200
  National Multiple Sclerosis Society              4,000
  North Penn Chamber of Commerce                   1,000
  Manna on Main Street                               500
  Skippack Fire Co                                   500
  Volunteer Medical Service Corp                     500
  Upper Gwynedd Township Fire Dept                   500
  Let's Get Real                                   1,000
  Worcester Volunteer Fire Dept                      500
  The Vision Group Property Development LLC    2,500,000
  Various                                      9,500,000

The Company also avers that it held several properties owned by
another person, a list of which is available for free at:

       http://bankrupt.com/misc/VisteonSystems_Sofa14.pdf

                        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)


WARNACO GROUP: Moody's Gives Positive Outlook on 'Ba2' Rating
-------------------------------------------------------------
Moody's Investors Service revised Warnaco Group, Inc.'s outlook to
positive from stable.  At the same time, Moody's affirmed
Warnaco's existing ratings, including the Corporate Family and
Probability of Default ratings, at Ba2.

The revision in Warnaco's outlook to positive reflects the
company's continued improvement in financial metrics and its
maintenance of consistent operating performance in the midst of
the very challenging economic environment.  "Warnaco has continued
its successful expansion overseas while maintaining positive same
store sales in its direct-to-consumer business and increased
overall revenues on a constant currency basis in the first half of
2009", stated Moody's Senior Analyst Scott Tuhy.  "The rating
action also reflects the faster-than-expected reduction in
financial leverage resulting from a combination of EBITDA growth
and voluntary debt repayment", Mr. Tuhy said.  Ratings could be
upgraded if the company continues to demonstrate consistent
execution while maintaining strong financial metrics.

These ratings were affirmed:

* Corporate Family Rating at Ba2

* Probability of Default Rating at Ba2

* $270 million senior secured asset-backed revolving credit
  facility at Baa2 (LGD 2, 12%)

* $30 million senior secured asset-backed revolving credit
  facility at Baa2 (LGD 2, 12%)

This rating was affirmed and its LGD estimate adjusted:

* $161 million senior unsecured notes at Ba3 (LGD 5, 71%) from Ba3
  (LGD 5, 72%)

Moody's last rating action on Warnaco was on September 4, 2008,
when the company's Corporate Family and Probability of Default
Ratings were upgraded to Ba2 from Ba3.

The Warnaco Group, Inc., headquartered in New York, designs,
sources, markets, licenses and distributes a broad line of
intimate apparel, sportswear and swimwear worldwide under a
variety of brands such as Calvin Klein, Speedo, Chaps, Warner's
and Olga.  Revenues for the twelve months that ended July 4, 2009,
were approximately $1.9 billion


WILIAM DEL BIAGGIO: Nashville Predators Stake Yet to Be Resolved
----------------------------------------------------------------
John Glennon at The Tennessean reports that William Del Biaggio
III's minority interest in the Nashville Predators will have to be
resolved in bankruptcy court.

As reported by the TCR on September 11, 2009, U.S. District Court
Judge Charles Breyer sentenced Mr. Del Biaggio to more than eight
years in prison for fraud.  Mr. Del Baggio pleaded guilty to
defrauding lenders when he was obtaining financing to purchase his
share of the team last winter.  Mr. Del Biaggio has to repay the
victims a total of $67.4 million.

The Tennessean notes that Mr. Del Biaggio's assistance proved
influential in helping a team of local investors led by David
Freeman in purchasing the Predators from Leipold.

According to The Tennessean, a group of local investors led by
David Freeman has offered to buy out the stake at a reduced price.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, filed for personal chapter 11
bankruptcy on June 6, 2008.  Judith Whitman, Esq., at Diemer
Whitman and Cardosi LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $50 million to $100 million in
assets and $50 million to $100 million in debts.

The TCR reported on July 9, 2008, that Sara L. Kistler, acting
U.S. Trustee for Region 17, appointed R. Todd Nelson as the
chapter 11 trustee in BDB Management LLC and its debtor-
affiliates' bankruptcy cases.

Sand Hill Capital Partners III, the investment fund that Mr. Del
Biaggio co-founded, also filed for chapter 7 bankruptcy.  Sand
Hill disclosed $10.6 million in debts.  Established in 1996, Sand
Hill Capital has four debt funds under management, of which two
are actively investing.  Sand Hill has provided debt financing and
equity co-investing in multiple portfolio companies of top-tier
venture capital firms, including Broadcom, a semiconductor company
specializing in VoIP, wireless networking, and broadband
communications solutions; Commerce One, a provider of On-Demand
Supplier Relationship Management solutions and The Open Supplier
Network; IBahn, a provider of secure broadband-to-go at premium
hospitality locations; and Odwalla, maker of fruit drinks and
snacks.


WILL PERRY: Lessors Amended Claim Allowed Over Debtor's Objection
-----------------------------------------------------------------
WestLaw reports that an amended proof of claim filed by a
commercial lessor after the claims bar date had expired, in which
the lessor relied on an acceleration clause in the lease to assert
a claim, not just for the missed rental payments set forth in its
original proof of claim, but for the total rent to which it was
entitled over the remaining term of the breached lease agreement,
would be allowed over an objection to its timeliness by an
individual Chapter 11 debtor-guarantor.  The amended proof of
claim did not assert any new grounds of liability, but merely
utilized a different theory of recovery based on facts set forth
in the original proof of claim.  In re Perry, --- B.R. ----, 2009
WL 2496295 (Bankr. S.D. Tex.).

Will Clay Perry sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 08-32362) on April 11, 2008, represented by Matthew Brian
Probus, Esq., at Wauson & Associates, P.C., in Sugar Land, Tex.,
and estimating assets and debts of $1 million to $10 million.


WWS CAMPING: U.S. Trustee Sets Meeting of Creditors for October 1
-----------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in W.W.S. Camping Area and Marina, L.L.C's Chapter 11 case on
Oct. 1, 2009, at 3:00 p.m.  The meeting will be held at 1000 Elm
Street, 7th Floor - Room 702, Manchester, New Hampshire.

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.

West Ossipee, New Hampshire-based W.W.S. Camping Area and Marina,
L.L.C. filed for Chapter 11 on Aug. 28, 2009 (Bankr. D. N.H. Case
No. 09-13292.)  Two of its debtor-affiliates filed separate
Chapter 11 on July 9, 2009 (Bankr. D. N.H. Case Nos. 09-12552 to
09-12553.)  Michael A. Fagone, Esq. at Bernstein, Shur, Sawyer &
Nelson, P.A., represents the Debtors in their restructuring
effort.  In its petition, W.W.S. listed $10,000,001 to $50,000,000
in assets and $1,000,001 to $10,000,000 in debts.


WWS CAMPING: Has Until September 28 to File Schedules & Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
extended until Sept. 28, 2009, W.W.S. Camping Area and Marina,
L.L.C.' time to file its schedules of assets and liabilities,
statements of financial affairs, lists of equity security holders
and lists of executory contracts and leases.

West Ossipee, New Hampshire-based W.W.S. Camping Area and Marina,
L.L.C. filed for Chapter 11 on Aug. 28, 2009 (Bankr. D. N.H. Case
No. 09-13292.)  Two of its debtor-affiliates filed separate
Chapter 11 on July 9, 2009 (Bankr. D. N.H. Case Nos. 09-12552 to
09-12553.)  Michael A. Fagone, Esq. at Bernstein, Shur, Sawyer &
Nelson, P.A., represents the Debtors in their restructuring
effort.  In its petition, W.W.S. listed $10,000,001 to $50,000,000
in assets and $1,000,001 to $10,000,000 in debts.


YELLOWSTONE CLUB: Credit Suisse Executives Receive Subpoenas
------------------------------------------------------------
The Blixseth Group issued a statement saying that 31 senior
officials of Credit Suisse, Switzerland's second-largest bank,
received subpoenas September 15 demanding that they turn over
internal documents that explain why they engaged in what a federal
judge called "predatory lending practices" involving the exclusive
Yellowstone Club resort in Montana.

Brady Dougan, the Chief Executive Officer of Credit Suisse First
Boston, and Hans-Ulrich Doerig, Chairman of the Board of
Directors, received the subpoenas along with past and current
Executive Board officials and Credit Suisse's Board of Directors.

Credit Suisse loaned $375 million to the Yellowstone Club resort
in 2005, in an unorthodox and lucrative deal for the bank that
federal bankruptcy judge Ralph B. Kirscher described in May as a
case of "naked greed" that "shocks the conscience of this court."
Tim Blixseth, the founder of the Yellowstone Club in Montana,
subpoenaed the 31 Credit Suisse officials to try to uncover how
and why the bank developed the syndicated loan scheme.

"Bank officials have testified that Credit Suisse created a Cayman
Islands 'branch' in 2005 to sell these loans," Mr. Blixseth said.
"In reality, there was no phone and no staff in the bank's phony
branch.  They used the Caymans to circumvent U.S. banking laws and
to issue inflated loans that Credit Suisse executives called a
'gravy train' in internal memos.  Credit Suisse pocketed tens of
millions in fees in the process."

As Judge Kirscher explained in a May Interim Order, Credit Suisse
used the Caymans "branch" to skirt federal banking law and
appraise the Yellowstone Club and other private resorts at grossly
inflated values.  The bank used a "total net value" appraisal
method that Judge Kirscher ruled does not comply with the
Financial Institutions Recovery Reform Act of 1989, or FIRREA.

When Mr. Blixseth owned the Yellowstone Club, he kept current on
the Credit Suisse loan and never missed a payment.  He said that
when his ex-wife assumed ownership of the mountain resort in 2008,
however, the Yellowstone Club quickly defaulted on the loan.  It
became a common occurrence at other exclusive U.S. resorts that
also had taken the "Cayman Islands" loans, as Judge Kirscher
wrote.

"Numerous entities that received Credit Suisse's syndicated loan
product have failed financially, including Tamarack Resort,
Promontory, Lake Las Vegas, Turtle Bay and Ginn," Judge Kirscher
wrote.  "If the foregoing developments were anything like this
case, they were doomed to failure once they received their loans
from Credit Suisse."

Judge Kirscher found that Credit Suisse's greedy executives only
earned fees if they sold the hyped loans. "The higher the loan
amount, the fatter the fee to Credit Suisse.  This program
essentially puts the fox in charge of the hen house and was
clearly self-serving for Credit Suisse," Judge Kirscher ruled.

In a blistering rebuke to the bank, Judge Kirscher added: "The
naked greed in this case combined with Credit Suisse's complete
disregard for the Debtors or any other person or entity who was
subordinated to Credit Suisse's first lien position, shocks the
conscience of this Court. While Credit Suisse's new loan product
resulted in enormous fees to Credit Suisse in 2005, it resulted in
financial ruin for several residential resort communities. Credit
Suisse lined its pockets on the backs of the unsecured creditors."

Blixseth's new subpoenas will unearth the internal documents
Credit Suisse generated when devising their so-called "gravy
train" loans.  Judge Kirscher described those loans as examples of
"predatory lending practices."

"In our ongoing discovery, we have had the opportunity to speak to
many other Credit Suisse borrowers and their horror stories are
shocking," Blixseth said.  "The evidence indicates that this loan
program was designed to fail -- mostly through technical defaults
-- which in turn generated millions more in fees for Credit
Suisse."

                     About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for
Chapter 11 on November 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate Edra D. Blixseth, filed for
Chapter 11 on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


* Cost of Personal Bankruptcy in Ontario to Double, Says Hoyes
--------------------------------------------------------------
Ontario-based firm Hoyes, Michalos & Associates Inc., says that
the Canadian Federal Government has announced that significant
changes to bankruptcy law that were first passed by Parliament in
2005 will be brought into force on September 18.  Under these new
rules the length of bankruptcy (and therefore the cost of filing
bankruptcy) will more than double for many insolvent individuals,
the firm said.

"The timing of these new rules is incredibly bad," notes Douglas
Hoyes, a bankruptcy trustee with Hoyes.  "The government created
these rules during the boom in 2005, but now Canadians are
suffering through the worst recession since the Great Depression,
and now even bankruptcy relief will be harder to get," says Hoyes.
"Personal bankruptcy filings over the last year are up by more
than 32%," adds Hoyes.

"We meet with people every day who are losing their jobs.  Now, to
add insult to injury, the cost of obtaining the relief for these
people will be significantly more," says Ted Michalos, a
bankruptcy trustee with Hoyes.  "The timing shows a blatant
disregard for the current financial hardships facing many
Canadians," adds Mr. Michalos.

What does the new law mean to those facing financial dire straits?
Under current rules most personal bankruptcies end in nine months.
Effective September 18 all bankrupts will be subject to an income
test, and those earning more than $200 per month over the limit
set by the government will see their bankruptcy period
automatically extended to at least 21 months.  This change in
timing will significantly increase the cost of bankruptcy for many
individuals.

The government has also added a curious new disclosure requirement
for persons filing for bankruptcy protection.  Effective September
18, all individuals must disclose their level of education in a
sworn statement to creditors.  "Forcing debtors to admit they
didn't finish high school or university just adds insult to
injury, for no good reason," says Mr. Michalos.

"Calls to our 310-PLAN help line have almost doubled this year.
We know that people are extremely worried about the economy, and
the impact of these new rules," says Mr. Hoyes.

"There are two positive elements to the harsher bankruptcy rules.
First, more Canadians will choose to file a consumer proposal as
an alternative to bankruptcy," notes Ted Michalos.  "In addition,
banks will no longer be able to repossess a car or foreclose on a
house simply because of a bankruptcy.  This will provide some
relief to many already stressed individuals," concludes
Mr. Michalos.

Hoyes, Michalos & Associates Inc. -- http://www.hoyes.com/-- a
trustee in bankruptcy firm with offices throughout Ontario, helps
people in financial difficulty.

For further information:

    Douglas Hoyes, CA,
    Trustee in Bankruptcy,
    E-mail: doug@hoyes.com,
    Tel: (519) 568-4020;

    Ted Michalos, CA,
    Trustee in Bankruptcy,
    E-mail: ted@hoyes.com,
    Tel: 310-PLAN (310-7526, no area code required) or
         1-866-747-0660


* IATA Predicts Worldwide Airline Losses of $11 Billion in 2009
---------------------------------------------------------------
The International Air Transport Association said September 15 a
revised global financial forecast predicting airline losses
totaling US$11 billion in 2009.  This is US$2 billion worse than
the previously projected US$9 billion loss due to rising fuel
prices and exceptionally weak yields. Industry revenues for the
year are expected to fall by US$80 billion (15%) to US$455 billion
compared with 2008 levels.

IATA also revised its loss estimates for 2008 from a loss of
US$10.4 billion to a loss of US$16.8 billion. This revision
reflects restatements and clarification of the accounting
treatment of very large revaluations to goodwill and fuel hedges.
IATA industry profit figures strip-out such extra-ordinary items
which are not realized in cash terms.

"The bottom line of this crisis -- with combined 2008-9 losses at
US$27.8 billion -- is larger than the impact of 9/11," said
Giovanni Bisignani, IATA's Director General and CEO.  Industry
losses for 2001-2002 were US$24.3 billion.  "This is not a short-
term shock.  US$80 billion will disappear from the industry's top
line.  That 15% of lost revenue will take years to recover.
Conserving cash, careful capacity management and cutting costs are
the keys to survival.  The global economic storm may be abating,
but airlines have not yet found safe harbor. The crisis
continues," said Mr. Bisignani.

Three main factors are driving the expected losses:

    * Demand: Passenger traffic is expected to decline by 4.0% and
      cargo by 14% for 2009 (compared to declines of 8.0% and 17%
      respectively in the June forecast).  By July, cargo demand
      was -11.3% and passenger demand was -2.9%. While both are
      improvements over the lows of -23.2% for cargo (January) and
      -11.1% for passenger (March), both markets remain weak.

    * Yield: Yields are expected to fall 12% for passenger and 15%
      for cargo, compared to declines of 7% and 11% respectively
      in the June forecast. The fall in passenger yield is led by
      the 20% drop in demand for premium travel. Cargo utilization
      remains at less than 50% despite the removal of 227
      freighters from the global fleet. There is little hope for
      an early recovery in yields in either the passenger or cargo
      markets.

    * Fuel: Spot oil prices have been driven up sharply in
      anticipation of improved economic conditions. Oil is now
      expected to average US$61 per barrel (Brent) for the year
      (up from US$56 per barrel in the June forecast). This will
      add US$9 billion in cost for a total expected fuel bill of
      US$115 billion.

"The optimism in the global economy has seen passenger and freight
volumes rise, but that is the only bright spot.  Rising costs and
falling yields have squeezed airline cash flows.  The sharp
decline in yields will leave a lasting mark on the industry's
structure.  And revenues are not likely to return to 2008 levels
until 2012 at the earliest," said Mr. Bisignani.

"With cash flows substantially down over the first half of the
year, the situation is critical.  Larger carriers have built-up
cash reserves of US$15 billion - a war chest that is warding off a
major cash crisis.  But the outlook for small and medium sized
carriers - with limited options to raise cash - is much more
severe," said Mr. Bisignani.

The regional picture is varied:

    * North American carriers are expected to post losses of
      US$2.6 billion, more than double the previously forecast
      loss of US$1.0 billion.  Early resizing of capacity matched
      the slump in demand.  But yields remain weak and recovery in
      travel demand is being held back by high levels of debt and
      unemployment.

    * European carriers are expected to post the largest losses,
      US$3.8 billion.  This is also more than double the
      previously forecast US$1.8 billion loss.  Key long-haul
      markets were hit by the world trade collapse and delays in
      relaxing slot regulations prevented a timely reduction in
      capacity.

    * Asia-Pacific carriers will post losses of US$3.6 billion,
      similar to the US$3.3 billion previously forecast. Worst hit
      by the recession and fuel hedging losses at the end of 2008,
      the region's carriers are the first to benefit from reviving
      Asian economic growth and the modest restocking of
      inventories in the West.

    * Latin American carriers are expected to break even, an
      improvement from the previously forecast loss of
      US$0.9 billion and the best performance among the regions.
      Airlines in this region are benefiting from more robust
      economies and less of the consumer debt headwind seen in
      North America.

    * Middle East carriers will also see an improved outlook, from
      a loss of US$1.5 billion to a loss of US$0.5 billion.
      Airlines continue to gain long-haul market share with
      expanded capacity and hub connectivity. The weakness of
      economic recovery, however, could mean continued excess
      capacity and further losses.

    * The outlook for Africa's carriers is unchanged with an
      expected loss of US$0.5 billion.  In spite of many economies
      on the continent continuing to grow during the global
      recession, African airlines were not able to benefit and
      lost market share.  Further losses are expected in this
      region next year.

"This is not an airline-only crisis.  There is less cash coming
into the industry and the entire value chain must be prepared for
change.  All our business partners - including airports, air
navigation service providers, global distribution systems - must
be prepared to cut costs and improve efficiencies.  Some airports
have delivered cost reductions, but not in line with the magnitude
of the changes to the industry cash flow," said Mr. Bisignani.

"Governments need a wake-up call to create a policy framework that
supports a competitive air transport sector capable of driving
economic expansion.  But European governments are fixated on using
environment as an excuse to squeeze more taxes out of the
industry.  And the US is not moving fast enough to deliver the
critical advantages to competitiveness that NextGen air traffic
management will bring," said Mr. Bisignani.  "We don't want
bailouts. But we need governments to look more seriously at this
sector by (1) investing in efficient infrastructure, (2) replacing
the proliferation of environmental taxes with a global solution
for the environment and (3) giving airlines normal commercial
freedoms to merge where it makes sense and to access markets and
global capital like any other business," said Mr. Bisignani.

                              2010

IATA expects losses to continue into 2010 with the industry
expected to report a US$3.8 billion net loss.  This is based on a
limited revival of growth in traffic volumes of 3.2% for passenger
and 5% for cargo; very little increase in yields of 1.1% for
passenger and 0.9% for cargo and oil at US$72 per barrel.

IATA (International Air Transport Association) represents some 230
airlines comprising 93% of scheduled international air traffic.


* LeFrak, Ross Bid on FDIC Troubled Assets
------------------------------------------
Real estate developer Richard LeFrak and investor Wilbur Ross bid
on some Federal Deposit Insurance Corp. troubled assets at a
recent auction, Lefrak told CNBC, according to Bloomberg News.
"We expect to hear what results of that auction were, and it could
very well be that there was vigorous bidding at that auction and
that vigorous bidding will establish values for some of the toxic
assets," Mr. LeFrak told CNBC.

The FDIC is encouraging private-equity investors to bid on assets
of collapsed banks as the pace of failures reaches a 17-year high
with 92 so far this year.  The surge has forced the FDIC to enter
loss-sharing arrangements and absorb other costs to unload the
assets of failed lenders.

The FDIC Board on August 26, adopted new guidelines for investors
interested in acquiring or investing in failed banks.  The FDIC
agreed to lower to 10% from the proposed 15% the Tier 1 capital
ratio private-equity investors must maintain after buying a bank.

The FDIC's deposit insurance fund decreased by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion, based on
unaudited figures.  According to the FDIC, the reduction in the
DIF was primarily due to an $11.6 billion increase in loss
provisions for bank failures.  Twenty-four insured institutions
with combined assets of $26.4 billion failed during the second
quarter of 2009, the largest number of quarterly failures since
the fourth quarter of 1992, when 42 insured institutions failed.
For 2009 through the end of the second quarter, 45 insured
institutions with combined assets of $35.9 billion failed at an
estimated current cost to the DIF of $10.5 billion.

Meanwhile, Senator Carl Levin, a Michigan Democrat, sent a letter
asking FDIC Chairman Sheila Blair to spare smaller banks from
additional fees to replenish agency reserves being drained by bank
failures.  Sen. Levin said the FDIC should instead borrow money
from the U.S. Treasury.


* Reader's Digest, Taylor Bean Led Bankruptcies Since Mid-August
----------------------------------------------------------------
The Reader's Digest Association, Inc., and Taylor Bean & Whitaker
Mortgage Corp. are the billion-dollar cases filed since mid-August
2009.

Reader's Digest had $2.2 billion in total assets and $3.4 billion
in total liabilities when it filed for bankruptcy.  Reader's
Digest filed together with 47 affiliates in the U.S. Bankruptcy
Court for the Southern District of New York.

Taylor Bean & Whitaker Mortgage Corp. disclosed more than
$1 billion in both total assets and total debts when it filed for
bankruptcy before the U.S. Bankruptcy Court for the Middle
District of Florida.

The number of bankruptcy filings by companies with assets
exceeding $1 billion has increased to 19 since April 16:

                                                 Total      Total
                      Petition  Bankruptcy      Assets      Debts
    Company             Date    Court        ($ in MM)  ($ in MM)
    -------           --------  ----------   ---------  ---------
  AbitibiBowater      04/16/09  Delaware        $9,900     $8,700
  General Growth      04/16/09  Manhattan      $29,500    $27,200
  Source Interlink    04/27/09  Delaware        $2,400     $1,900
  Chrysler LLC        04/30/09  Manhattan      $39,300    $55,200
  Thornburg Mortgage  05/01/09  Maryland       $24,400    $24,700
  Hayes Lemmerz       05/11/09  Delaware        $1,300     $1,400
  ION Media           05/19/09  Manhattan       $1,855     $1,936
  Visteon             05/28/09  Delaware        $4,577     $5,324
  General Motors      06/01/09  Manhattan      $82,290   $172,810
  Fontainebleau       06/09/09  S. Florida   More Than  More than
     Las Vegas                                   $1 Bil.    $1 Bil.
  Crescent Resources  06/10/09  W. Texas     More Than  More than
                                                 $1 Bil.    $1 Bil.
  Six Flags           06/13/09  Delaware        $2,907     $3,432
  Extended Stay       06/15/09  Manhattan       $7,100     $7,600
  Opus West Corp.     07/06/09  N. Texas        $1,275     $1,462
  Lear Corp           07/07/09  Manhattan       $1,271     $4,536
  Station Casinos     07/28/09  Nevada          $5,725     $6,482
  Cooper-Standard     08/04/09  Delaware        $1,733     $1,785
  Reader's Digest     08/24/09  Manhattan       $2,200     $3,400
  Taylor Bean         08/24/09  M. Florida   More Than  More than
                                                 $1 Bil.    $1 Bil.

Lehman Brothers Holding Corp. remains the biggest corporate bust
in history.  Lehman, which filed in 2008, had $639 billion in
total assets and $613 billion in total debts at that time of its
filing.

General Motors is the biggest bankruptcy of 2009, thus far.

Of the 19 mega cases filed since April 15, six cases went to
Delaware and another seven cases went to Southern District of New
York in Manhattan.

     (A) Reader's Digest

Reader's Digest is a global multi-brand media and marketing
company that markets books, magazines, and music, video and
educational products.  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 approximately 40 million
books, music and video products across the world each year. Its
global headquarters are in Pleasantville, N.Y.

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.  Curtis Mallet-Prevost, Colt & Mosle LLP serves as
conflicts counsel.  Ernst & Young LLP acts as auditor.  Miller
Buckfire & Co, LLC, serves as financial advisor.  AlixPartners,
LLC, serves as restructuring consultant.  Kurtzman Carson
Consultants serves as notice and claims agent.

Prior to the filing, more than 80% of the Company's senior secured
lenders signed on to a plan agreement in principle, under which
holders of the Company's $1.6 billion in senior secured debt will
receive (i) a $300 million second priority term loan, (ii)
reinstatement of the prepetition Euro Term Loan, (iii) 100% of the
new stock of reorganized Reader's Digest.  Holders of unsecured
claims related to operations will receive payment in full in the
ordinary course.  Recovery by holders of other unsecured claims is
yet to be determined.   The Plan does not provide for any
recoveries to the Debtors' senior subordinated noteholders or
current equity.  There is an "equity buy in" feature that would
allow qualifying holders of the Debtors' senior subordinated notes
to purchase up to $50 million to 100 million of the shares of the
reorganized company, for total ownership of no more than 10% to
20%.  A full-text copy of the Restructuring Support Agreement is
available for free at http://researcharchives.com/t/s?422e

According Reader's Digest, its senior secured debt, during 2009,
traded between 25% and 50% of face amount.  At the time of the
filing, the current market indication for its unsecured senior
subordinated notes was 1% of face amount.

The filing applies only to the U.S. businesses -- operations in
Canada, Latin America, Europe, Africa, Asia and Australia-New
Zealand are not part of the filing.

Reader's Digest's senior lender group committed $150 million in
new debtor-in-possession financing, which is convertible into exit
financing upon emergence.

Diana G. Adams, the United States Trustee for Region 2, has
appointed a seven-member Official Committee of Unsecured Creditors
in the case, which consists of -- The Bank of New York Mellon;
Wilfrid Aubrey LLC; Thomas M. Kenney; RR Donnelley & Sons Company;
Madison Paper Company (ALSIP Location); Williams Lea, Inc.; and
New Page Corporation.

     (B) Taylor Bean

Taylor Bean 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 Federal
Housing Administration-insured loans of the largest wholesale
mortgage lenders and issuer of mortgage backed securities.  It
also managed a combined mortgage servicing portfolio of roughly
$80 billion, and employed more that 2,000 people in offices
located throughout the United States.

On August 3, 2009, the FHA suspended Taylor Bean's authority to
issue FHA-insured loans, which was immediately followed by notices
from the Government National Mortgage Association (Ginnie Mae) and
the Federal Home Loan Mortgage Corporation (Freddie Mac)
suspending Taylor Bean as an issuer of mortgage-backed securities
and mortgage seller/servicer.  These agencies immediately
transferred servicing from Taylor Bean to other providers.

Taylor Bean appealed the termination but had no way to continue
normal business operations in the interim, forcing the Company to
abruptly lay off about 2,000 employees on August 5.

The Company said the events are related to various investigations
surrounding the failure of Colonial Bank, which for years was
Taylor Bean's primary bank.  On August 6, 2009, approximately 100
Taylor Bean bank accounts were frozen by Colonial Bank.  This
action created myriad problems in processing borrower payments and
making payments on their behalf -- such as homeowner's insurance
premiums and real estate taxes.  This also resulted in the
issuance of cease and desist orders and other administrative
proceedings by numerous state regulators.

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 acts as special counsel.  BMC Group
Inc. serves as claims agent.

Neil Luria at Navigant Capital Advisors was named Chief
Restructuring Officer.

According to Ocala.com, Taylor Bean's lawyer, J. David Dantzler
Jr., Esq., at Troutman Sanders said "[Chapter 11 bankruptcy] was
not filed with the specific intention that it would restructure. .
. . We're trying to get the Chapter 11 on footing so [the company]
can sort out a lot of issues.  As time goes forward, a lot of the
options that were available a week ago may not be available, but
. . . new options might become available."

                             Notable Filers

On September 1, 2009, Freedom Communications Holdings, Inc., and
50 affiliates, filed for Chapter 11 in Delaware.  The Irvine,
California-based company disclosed $757 million in total assets
and $1.077 billion in total debts.  Latham & Watkins, LLP and
Young Conaway Stargatt & Taylor LLP serve as legal counsel.

During the past 30 days ended September 14, six companies with at
least $100 million in total assets filed for bankruptcy:

     -- Long Island, NY-based Cynergy Data LLC and 2 affiliates;
     -- Mansfield, MA-based Samsonite Company Stores, LLC;
     -- Nevada, TX-based Everest Holdings, LLC;
     -- Salt Lake City, UT-based Formidable LLC;
     -- Royal Oak, MI-based FormTech Industries LLC and 1
        affiliate; and
     -- Aventura, FL-based Cabi Downtown, LLC

Freedom Communications is a national privately owned information
and entertainment company of print publications, broadcast
television stations and interactive businesses.  Freedom
Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.

Freedom Communications filed with the Bankruptcy Court its plan
support agreement reached with lenders prepetition.  Lenders, owed
$771 million, will receive $325 million in two secured term loans
plus 100% of the stock, subject to dilution.  Unsecured creditors
would split $5 million in cash if they don't object to the plan,
and nothing if they object.  Suppliers who continue to provide
goods and services will receive full payment for their prepetition
claims.  Existing stockholders would get 2% of the new stock,
along with warrants for 10%, if they don't object to the plan.
The Plan Support Agreement will be terminated by the lenders if
the Debtors do not obtain confirmation of the Plan within five
months.  Deadline to consummate the Plan is 11 months after the
Petition Date.

Launched in 1995, Cynergy Data is a merchant credit card
processing service provider.  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.

Samsonite Company Stores, the U.S. retail division of Samsonite
Corporation, filed a proposed Chapter 11 plan together with its
bankruptcy petition.  Under the plan, secured claims and equity
interests will be unaltered upon the Company's emergence from
bankruptcy.  Unsecured creditors and other claimants will receive
cash in an amount equal to their allowed claims.  However, claims
in connection with certain real property leases that the Debtor
rejects in the Chapter 11 case or pursuant to the Plan will be
capped by operation of the Bankruptcy Code.  The Debtor intends to
reject up to 84 of its 173 store leases.  Samsonite disclosed
$233 million in total assets and $1.5 billion in total liabilities
as of July 31.

An affiliate of Everest Holdings owns The Landmark and The
Meridian residential condominium towers, and The Village Shops
retail project.  Under Chapter 11, the Everest Holdings debtors
will seek to restructure and extend an existing construction
financing with senior lender, Hypo Real Estate Capital
Corporation.

Formidable LLC is in the oil and gas industry.  Lon A. Jenkins,
Esq., and Troy J. Aramburu, Esq., at Jones Waldo Holbrook &
McDonough, represent the Debtor in its restructuring effort.

FormTech Industries is among the largest independent manufacturers
of forged automotive parts in North America.  FormTech was
adversely impacted by the precipitous decline in automotive
production in the first half of 2009.  Through this time period,
FormTech remained a highly reliable supplier and substantially
restructured its operations.  HHI Funding LLC has been named
stalking-horse bidder for the Debtors' assets.  HHI Funding is the
Debtors' DIP lender and has agreed to provide $8.5 million in
financing.

Cabi Downtown operates a real estate business.  Cabi Downtown is
selling condominium units in Everglades on the Bay, free and clear
of all liens, and encumbrances.  Owed $209 million, BofA has filed
a motion asking for dismissal of the bankruptcy, claiming it was
filed in "bad faith" to prevent foreclosure.

Another filer -- Trident Resources Corp. and four affiliates,
which filed for bankruptcy September 8 -- had $10 million to
$50 million in total assets, and $500 million to $1 billion in
total liabilities.

                Bankruptcy Filings Continue to Climb

The total number of U.S. bankruptcies filed during the first six
months of 2009 increased 36% over the same six month period in
2008, according to data released in August by the Administrative
Office of the U.S. Courts.  Total filings reached 711,550 during
the first half of the calendar year of 2009 (January 1-June 30),
compared to 522,205 cases filed over the same period in 2008.

"The increase in filings through the first half of this year is a
product of continued financial stresses weighing on both consumers
and businesses," said American Bankruptcy Institute Executive
Director Samuel J. Gerdano.  "In this challenging economic
environment, we expect bankruptcies to surge past 1.4 million by
year end."

Business filings for the six-month period ending June 30, 2009,
totaled 30,333, representing a 64% increase over the first-half
2008 total of 18,456. Chapter 11 business reorganizations
increased 113% to 7,396 during the first half of 2009 from 3,470
in the same period of 2008.  Chapter 7 business liquidations
increased to 20,375 in the first half of 2009, a 57% increase over
the 13,002 business chapter 7 filings during the same period in
2008.

The 381,073 total filings for the second calendar quarter 2009
(April 1-June 30) represented a 38% increase from the second
quarter 2008 filing total of 276,510.  Business filings in the
second quarter of 2009 increased 64% to 16,014 over the 9,743
business filings in the second quarter 2008.  The second quarter
2009 business filings were the highest total since the second
quarter of 1993 when business filings reached 16,424.  Consumer
filings increased 37% from 266,767 recorded in the second quarter
of 2008 to 365,059 filings in the second quarter 2009.


* Retailers, Suppliers See Spending to Lag Market Recovery
----------------------------------------------------------
Faced with one of the most challenging years on record, retailers
and those who supply them believe that consumer spending will lag
the turnaround of the U.S. financial markets, according to a new
study released by CIT Group Inc.

According to the study, 47% of retail respondents believe the
financial markets will turn around next year; separately, 45%
believe that consumer spending will not return to 2007 levels
until 2011 or 2012.

The continuing softness in the retail market has caused many
retailers to reevaluate and adjust their business models.  They
are taking a more conservative and cautious approach to the
upcoming holiday season by controlling their inventories, and are
planning more aggressive discounts earlier in the season.  Other
key findings among retail respondents include:

     -- 67% will stock less inventory than in 2008;
     -- 69% will expand online and direct selling;
     -- 56% will advertise more aggressively;
     -- 66% will offer greater discounts; and
     -- 68% will hold clearance and other sales prior to New
        Year's Day.

The research report, "U.S. Small and Middle Market Outlook 2009:
Retailers and Suppliers Take Stock of Economic Downturn," examines
how retailers and their suppliers are navigating through the
current financial crisis.  It is the third in a series of four
studies that Forbes Insights has produced this year in association
with CIT.

"These results corroborate what we have been hearing anecdotally
from the marketplace," said Burt Feinberg, Managing Director and
Industry Group Head of Retail Finance at CIT.  "Many retailers
continue to be concerned about consumer demand and are following
conservative inventory and pricing tactics in anticipation of the
upcoming holiday season, trying to maintain liquidity, so that
they can be better positioned for what is hopefully resumption in
consumer spending in 2010."

Jon Lucas, Executive Vice President and Chief Sales Officer of
Trade Finance at CIT, said, "The decline in consumer spending has
trickled down from retailers to the manufacturers and vendors that
supply them.  Many of these suppliers are managing through this
business cycle by cutting expenses, imposing more stringent credit
terms on their retail customers, and doing less business with slow
paying retailers.  In addition, many have turned to factoring and
credit protection services to protect the value of their accounts
receivable, if they do not already have those relationships in
place."

Noteworthy findings:

     -- Cautiously awaiting the return of consumer confidence.
        While half of middle-market retailers saw their revenues
        decline over the past 12 months, 41% expect their revenues
        to grow over the next year.  However, growth rates may be
        tempered by consumer spending issues; only about one-third
        (32%) indicated that they expect consumer spending to
        reach 2007 levels in 2010, while nearly 45% thought it
        would take at least until 2011 or 2012 for such spending
        to resume, and 17% said it would occur after 2012.

     -- Cutting costs and conserving cash.  In light of the
        economic downturn, retailers have had to alter their
        strategies.  Forty-six percent have reduced their staff
        levels, 42% halted planned expansions, 29% delayed store
        renovations, 29% re-merchandised their shelves, and 21%
        closed stores.  In addition, 40% renegotiated their rent
        and 38% received other concessions from their landlords.

     -- Increased M&A activity on the horizon. Nearly half (48%)
        of all respondents expect M&A activity to increase over
        the next 12 months.  They believe that the primary drivers
        of M&A activity will be the greater availability of credit
        (34%), reduced valuations (32%) and the need for weaker
        companies to merge (26%).

     -- Inventory issues: Many retailers have already reduced
        their inventory levels -- 43% indicated that their current
        inventory levels are lower or significantly lower than
        they were a year ago.  The cuts may not be deep enough; as
        nearly half (48%) of respondents said that they should
        have carried less inventory during the first half of 2009.
        The end result: 46% of retailers have cut prices in order
        to accelerate inventory turns.

     -- Retailer bankruptcies impacting suppliers.  Two-thirds
        (66%) of suppliers have been affected by a retail customer
        bankruptcy and 59% expect additional retail bankruptcies
        in the next 12 months.  In addition, 23% of suppliers said
        that they are using factoring and credit insurance more to
        protect themselves from possible customer bankruptcies.

     -- Managing customer relationships.  To protect their
        businesses, more than half (60%) of suppliers are doing
        less business with retail customers with weak finances;
        60% are monitoring their accounts receivable more closely;
        54% are imposing more stringent credit terms and 39% are
        requiring deposits for new customers.  At the same time,
        30% are offering incentives to retail customers who pay
        early.

Middle market companies, a key component of the U.S. economy,
account for more than $6 trillion in sales and employ almost
32 million Americans.  U.S. small businesses employ nearly
59 million Americans (approximately half of all private-sector
jobs), constitute approximately 97% of all identified exporters,
and produce approximately 29% of the known export value.

Complimentary copies of the report are available for download at:

                  http://middlemarket.cit.com/

The information in the U.S. Small and Middle Market Outlook 2009:
Retailers and Suppliers Take Stock of Economic Downturn is based
on the results of two surveys and a series of one-on-one
interviews conducted by Forbes Insights in July and August 2009.

The first survey questioned 110 executives and financial decision
makers at middle market retailers.  All companies had revenues of
$25 million to $1 billion.  Respondents represented a broad range
of retail segments, including specialty apparel, consumer
electronics, appliances, sporting goods, convenience stores,
housewares, and discount chains.  All respondents held senior-
level titles (including CEO, COO, CFO, and VP) and had functional
responsibility for finance, strategy and business development, or
general management.

The second survey queried 104 executives and financial decision
makers at suppliers to the middle market retailer sector.  All
companies had revenues of $2 million to $1 billion; slightly under
half weighed in at less than $50 million.  These suppliers
represented a broad range of market segments, including apparel
and accessories, consumer electronics, housewares, footwear, home
furnishings, and other retail.  All respondents held senior-level
titles (including CEO, COO, CFO, and VP) and/or held functional
responsibility for a business unit or department.  Over half were
either a CEO or owner.  The interviewees were not clients of CIT.

                             About CIT

The CIT Group -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses.  Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual, and financial capital to its customers
worldwide.  CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance.  Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.

                       About Forbes Insights

Forbes Insights -- http://www.forbes.com/forbesinsights-- is the
custom research practice of Forbes Media, publisher of Forbes
magazine and Forbes.com, whose combined media properties reach
nearly 50 million business decision makers worldwide on a monthly
basis.  Taking advantage of a proprietary database of senior-level
executives in the Forbes community, Forbes Insights' research
covers a wide range of vital business issues, including talent
management, corporate social responsibility, financial
benchmarking, risk and regulation, and doing business in emerging
markets.


* Lawline.com and WKLB to Tackle Financial Reform
-------------------------------------------------
Lawline.com, a leading provider of Online Continuing Legal
Education, along with CCH and Aspen Publishers, part of Wolters
Kluwer Law & Business, a leading provider of research products and
software solutions in key legal specialty areas, have come
together with a shared vision to provide timely high quality
education to professionals in a rapidly fluctuating economic
environment.

Since the fall of Lehman Brothers one year ago today, Lawline.com
has seen a tremendous increase in the demand for its courses in
both banking and securities law. As a response, it supplemented
its programs in these practice areas to better serve the legal and
financial community. Through the CCH Financial Crisis News Center,
Lawline.com customers will be able to read about the most recent
news and happenings affecting the financial community.

"The fallout from the financial crisis has been sweeping, and we
realize now just how close the system came to collapse last year,"
says David Schnurman, President of Lawline.com. "With President
Obama addressing Wall Street and the nation today about the need
for reform and strengthening oversight, we know it's more
important than ever to ensure we offer the best, most timely
information. It just made sense for us to team with CCH and Aspen
Publishers as they are the leaders in legal and financial
information."

Lawyers and other professionals will be able to link with special
promotion codes to Lawline.com banking and securities courses
through the CCH Financial Crisis News Center.

"Teaming with Lawline.com, a leading provider of online CLE course
delivery, is another example of how CCH and Aspen customers can
count on us to deliver the most valuable and specific tools and
services to help in their day-to-day practice and career
training," said Steve Errick, Legal Education Managing Director,
Wolters Kluwer Law & Business.

The courses will be available through the CCH Financial Crisis
News Center web site starting this week.  Topics include
securities fraud, bankruptcy, SEC, lending regulations,
foreclosures, among many others.

For more information on the courses visit:

                    http://www.lawline.com/cch

For more information on the Financial Crisis News Center visit:

               http://www.financialcrisisupdate.com/

                        About Lawline.com

Established in 1999, Lawline.com has rapidly become a leading
provider of Online Continuing Legal Education courses for
attorneys across the country.  Focusing on its customers,
technology, and content has always been its primary mission. In
2009, Lawline.com was nominated as a finalist for Best Practices
in Customer Service by the New York Enterprise Report. In addition
to producing its own high quality programming, Lawline.com has
partnered with bar associations, law schools, and CLE providers
across the country to bring the best possible course catalog to
its diverse customer base of attorneys.  To learn more about
Lawline.com's goals and philosophy please visit:

          http://www.lawline.com/information/about.html/

                About Wolters Kluwer Law & Business

Wolters Kluwer Law & Business is a leading provider of research
products and software solutions in key specialty areas for legal
and business professionals, as well as casebooks and study aids
for law students.  Its major product lines include Aspen
Publishers, CCH, Kluwer Law International and Loislaw.  Its
markets include law firms, law schools, corporate counsel and
professionals requiring legal and compliance information. Wolters
Kluwer Law & Business, a unit of Wolters Kluwer --
http://www.wolterskluwer.com/-- is based in New York City and
Riverwoods, Ill.  Wolters Kluwer is a global information services
and publishing company


* Konstantin Konstantinov Rejoins Chadbourne & Parke in Moscow
--------------------------------------------------------------
Chadbourne & Parke LLP said Konstantin Konstantinov has rejoined
Chadbourne's practice in the Russian Federation as a partner in
its Moscow office.  Mr. Konstantinov had practiced with Chadbourne
for over 11 years.  For a short period of time he worked at
Dechert LLP which established a presence in Russia recently. He
has now returned to Chadbourne.

Mr. Konstantinov, a Harvard educated Russian advocate, is admitted
to practice in both New York and Russia.  He advises clients on
international commercial and financial matters, including project
finance, securities regulation, secured finance, debt
restructuring and mergers and acquisitions.

"We are very pleased to welcome back Konstantin as the sixth
resident partner in our Moscow office," said Chadbourne Managing
Partner Charles K. O'Neill.  "Our lawyers and our clients know him
as an outstanding transactional lawyer and an extremely valued
colleague and advisor."

Chadbourne's Moscow office was established in 1990 and has been
recognized as one of the leading law offices in Russia, most
recently by Acquisition Finance Magazine and International Law
Office.  The firm's St. Petersburg office opened in 2005.

Each of the partners in Moscow and St. Petersburg has more than a
decade of experience advising clients on Russian transactions.
Chadbourne's Moscow office is a full service practice, providing
Russian, English and U.S. legal advice to clients on a wide range
of matters, including corporate, finance and litigation.  It is
supported by over 400 lawyers in 11 other Chadbourne offices,
including Kyiv, Almaty and Warsaw.

"As it has been for almost 20 years, Chadbourne & Parke continues
to be committed to Russia and to our CIS practice," said Moscow
Senior Partner Mikhail Rozenberg.  Added Jennifer Handz, Moscow
Managing Partner, "I echo the sentiments expressed by Charlie
O'Neill in New York and Mikhail Rozenberg here in Moscow.  We
intend to take full advantage of Konstantin's prominent reputation
as a leading international practitioner, and we are delighted to
have him back."

                     About Chadbourne & Parke

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia, the
Middle East and Latin America.  The Firm has offices in New York,
Washington, DC, Los Angeles, London (an affiliated partnership),
Moscow, St. Petersburg, Warsaw (a Polish partnership), Kyiv,
Almaty, Dubai and Beijing.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: August 10, 2009



                           *********

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 **