TCR_Public/090918.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 18, 2009, Vol. 13, No. 259

                            Headlines

ALEXANDER SUTHERLAND: Case Summary & 12 Largest Unsec. Creditors
ALISAL WATER: Fitch Assigns 'BB+' Rating on $3.3 Mil. Bonds
AMERICAN AIRLINES: Secures $2.9 Billion in Financing
AMERICAN CAMSHAFT: Trustee's Loses Bid for Consolidation
AMERICAN MEDICAL: Moody's Upgrades Corp. Family Rating to 'Ba3'

ASARCO LLC: Asks for Approval of BNSF Railway Settlement
ASARCO LLC: Has Settlement Agreements With Brittany & CEAI
ASARCO LLC: Proposes Charties Companies Settlement
AURASOUND INC: Kabani & Company Raises Going Concern Doubt
AUTOHAUS ACQUISITION: Voluntary Chapter 11 Case Summary

BAKERS FOOTWEAR: Posts $4.5MM Net Loss in 6 Months Ended August 1
BALLY TECHNOLOGIES: Fitch Upgrades Issuer Default Rating to 'BB+'
AURASOUND INC: Kabani & Company Raises Going Concern Doubt
BARZEL INDUSTRIES: Board OKs Incentive Plan Pre-Bankruptcy
BARZEL INDUSTRIES: CEO Gasperis, et al., Step Down

BARZEL INDUSTRIES: S&P Changes Corporate Credit Rating to 'D'
BARZEL INDUSTRIES: Seeks Approval of $30-Mil. JPMorgan DIP Loan
BARZEL INDUSTRIES: Taps Wayne Day as Chief Restructuring Officer
BASELINE OIL: U.S. Trustee Will Not Convene Meeting of Creditors
BIBBS INC: Case Summary & 7 Largest Unsecured Creditors

BLOCKBUSTER INC: Moody's Reviews 'Caa2' Corporate Family Rating
BLOCKBUSTER INC: S&P Raises Corporate Credit Rating to 'B-'
BLUE SKY RANCH: Case Summary & 13 Largest Unsecured Creditors
BONNIE CRANFORD: Voluntary Chapter 11 Case Summary
BRAINTECH INC: Has Not Paid RBC Loan Balance

CANAL CAPITAL: Posts $258,737 Net Loss for July 31 Quarter
CARBIZ INC: July 31 Balance Sheet Upside-Down by $666,000
CARL JOSEPH BRAUNAGEL: Case Summary & 20 Largest Unsec. Creditors
CHANTICLEER HOLDINGS: Restates Form 10-Q for Period Ended March 31
CHARLES GARRETT: Case Summary & 20 Largest Unsecured Creditors

CITY OF COLUMBIA: Officially Broke; Council in Closed-Door Meeting
COTT CORP: Connor Clark Discloses 5.04% Equity Stake
COUNTERPATH CORP: Posts $1.2MM Net Loss in Quarter Ended July 31
COVENANT AT SOUTH HILLS: Indenture Trustee is Secured Creditor
CRESCENT FUELS: Sale of Assets Successfully Closed

CYNERGY DATA: Gets Temporary Approval to Obtain DIP Financing
DAVITA INC: New Payment System Won't Affect Moody's 'Ba3' Rating
DELTA AIR: Moody's Assigns 'Ba2' Ratings on $1 Bil. Facility
DELTA AIR: S&P Assigns 'BB-' Rating on $500 Mil. Senior Notes
DOUGHBOY LLC: Closes Locations Near Liberty & in Overland Park

DUNE ENERGY: S&P Downgrades Corporate Credit Rating to 'CCC'
ECO2 PLASTICS: Restates Annual Report for Period Ended December 31
ENERGY PARTNERS: Judge Won't Amend Remarks vs. Fin'l Advisor
ERNIE HAIRE: Will be Renamed Elder Ford of Tampa After Sale
EXTENDED STAY: Line Trust & Deuce Support Calls for Examiner

EXTENDED STAY: Oppose Payment of $875,000 Fees of CB Richard
EXTENDED STAY: Seeks Jan. 11 Extension for Lease Decision Deadline
FLYING J: Longhorn Investors Cuts Claims by $23MM Under Settlement
FORD MOTOR: Credit Unit Sells $1 Billion of Five-Year Bonds
FORUM HEALTH: Court Denies Exclusivity Period Extension

FRED LEIGHTON: Pushes Sale of Assets for $70 Million
GENERAL GROWTH: 8 CMBS Debtors' Schedules of Assets & Debts
GENERAL GROWTH: 8 CMBS Debtors' Statements of Fin'l Affairs
GENERAL GROWTH: GGP-Tucson Mall's Schedules of Assets and Debts
GENERAL GROWTH: GGP-Tucson Mall's Statement of Fin'l Affairs

GENERAL GROWTH: White Marsh Debtors' Schedules of Assets & Debts
GENERAL GROWTH: White Marsh Debtors' Statements of Fin'l Affairs
GENERAL MOTORS: MLCO's Statement of Financial Affairs
GENERAL MOTORS: MLCS LLC's Schedules of Assets & Liabilities
GENERAL MOTORS: MLCS LLC's Statement of Financial Affairs

GENERAL MOTORS: Nov. 30 Bar Date for Pre-Bankruptcy Claims Set
GENERAL MOTORS: Old GM & Unions Enter Into Settlement Pact
GENERAL MOTORS: Old GM's Plan Filing Deadline Moved to Jan. 27
GENERAL MOTORS: Proposes to Reimburse Ex-Directors' Fees
GENERAL MOTORS: Remy Int'l Wants Stay for Claims Prosecution

GENERAL MOTORS: Venezuela Unit Lost Output Due to Shutdown
GENTA INC: Baker Bros. Disclose 9.9% Equity Stake
GREAT ATLANTIC: Reduced Funding Rates Won't Move Moody's Ratings
GREATER ATLANTIC: Files Amendment to TruPS Tender Offer
GREEKTOWN HOLDINGS: August Revenues Total $30.6MM, MGCB Reports

GREEKTOWN HOLDINGS: EDC Wants Unused Funds Not Subject to Stay
GREYSTONE LOGISTICS: May 31 Balance Sheet Upside-Down by $8.7MM
HAMILTON BEACH: Moody's Changes Outlook on 'B1' Ratings to Stable
HEALTHCARE PARTNERS: S&P Gives Positive Outlook on BB+ Rating
HILCORP ENERGY: S&P Raises Corporate Credit Rating to 'BB-'

HUDSON PRODUCTS: S&P Downgrades Corporate Credit Rating to 'B-'
IDEARC INC: Presents Updates, Forecast to Lenders
INT'L SERVICES: County Supervisors Wrangle Over Unpaid Guards
KAR HOLDINGS: Plan for Common Stock IPO Good for Co., S&P Says
KMART CORP: Ex-CEO Must Pay $24 Million Fine, SEC Lawyer Says

LAMAR CROSSING APARTMENTS: Voluntary Chapter 11 Case Summary
LIFEQUEST WORLD: Posts $1.2MM Net Loss in Fiscal Year Ended May 31
LNR PROPERTY: Moody's Downgrades Corporate Family Rating to 'B3'
LODGENET INTERACTIVE: Sees Q3 Revenue at Low End of Guidance Range
LONERO ENGINEERING: Case Summary & 20 Largest Unsecured Creditors

LOUIS FERRETTI: Case Summary & 20 Largest Unsecured Creditors
LYONDELL CHEMICAL: Shares to Be Traded in NYSE After Emergence
LYONDELL CHEMICAL: Assumes & Assigns Rail Car Lease
MAGNA ENTERTAINMENT: Seven Buyers Eyeing Lone Star
MAINLINE CONTRACTING: Files for Ch. 11, Lists Up to $50MM Debts

MANTIFF CHEYENNE: Health Dept. Discloses 78 Violations in Hotel
MARK IV: Insurers Contend Proposed Plan is Unclear
MERRILL LYNCH: BofA Says McCann Agreed Not to Work for Rival
METALDYNE CORP: Will Let Go of 50 Ohio Plant Workers
NATIONAL GOLD: Must Amend Plan for Sovereign Payment Details

NATIONAL POOL: Case Summary & 20 Largest Unsecured Creditors
NAVISTAR INT'L: Forms 50/50 Joint Venture with Caterpillar
NAVISTAR INT'L: Snags 36% Q3 Market Share for School Bus, Truck
NOBLE INTERNATIONAL: To Sell All Assets Under Joint Plan
NORTH AMERICAN: S&P Assigns 'B+' Rating on $205 Mil. Notes

NOVELOS THERAPEUTICS: Registers 58.7MM Shares for Resale
NPOT PARTNERS: Proposes Griffith Jay as Bankruptcy Counsel
NPOT PARTNERS: Taps Ordinary Course Counsel to Handle Foreclosure
NPOT PARTNERS: Wants Schedules Filing Extended Until October 12
OVERLAND STORAGE: Negative Cash Flow Raises Going Concern Doubt

OWENS CORNING: Delaware Debtor's 2nd Quarter Summary Report
OWENS CORNING: Asks Court to Compel Travelers to Produce Documents
PARALLEL PETROLEUM: Apollo Deal Won't Affect S&P's 'B' Rating
PERPETUA HOLDINGS: Cook County Sheriff May Fight for Cemetery
PLAINFIELD APARTMENTS: Court Postpones Ruling on Cash Collateral

PROBE MANUFACTURING: June 30 Balance Sheet Upside-Down by $627,000
QUEENS BLVD. LINCOLN: Case Summary & 20 Largest Unsec. Creditors
QVC INC: Fitch Assigns Rating on $500 Mil. Senior Secured Notes
QVC INC: S&P Assigns Corporate Credit Rating at 'BB+'
RAPID LINK: To Acquire Capital Stock of Blackbird

RAPID LINK: To Delay Filing of July 31 Form 10-Q
REALTY INCOME: S&P Affirms Preferred Stock Rating at 'BB+'
REDDING RIDGE BISTRO: Case Summary & 20 Largest Unsec. Creditors
REDONDO CONSTRUCTION: Highway Authority Told To Pay $10 Mil.
RH DONNELLEY: 14 Affiliates' Schedules of Assets & Debts

RH DONNELLEY: 14 Affiliates' Statements of Financial Affairs
RHODE ISLAND HEALTH: S&P Changes Outlook on 'BB-' Rating to Stable
ROUNDY'S SUPERMARKETS: Moody's Affirms 'B2' Corp. Family Rating
SAMSONITE STORES: To Close 84 Stores, May Exit Bankr. in 90 Days
SANSWIRE CORP: June 30 Balance Sheet Upside-Down by $17 Million

SEMGROUP LP: Committee Retains Navigant as Financial Advisor
SEMGROUP LP: SemCAMs Wants to Vest Assets to Auriga
SINOBIOPHARMA INC: Posts $2.2MM Net Loss in Fiscal Ended May 31
SLH MOTORSPORTS: Case Summary & 20 Largest Unsecured Creditors
SMURFIT-STONE: Makes Voluntary $250 Mil. Repayment

SMURFIT-STONE: Proposes Georgia-Pacific Settlement
SMURFIT-STONE: U.S. Bank Wants Lift Stay to Enforce Bond Rights
SMURFIT-STONE: USW Wants Lift Stay to Continue Litigation
SONIC AUTOMOTIVE: S&P Puts 'CCC+' Rating on CreditWatch Positive
SPECTRUM BRANDS: S&P Assigns Corporate Credit Rating at 'B-'

STATER BROS: Reduced Funding Rates Won't Move Moody's Ratings
SUN-TIMES MEDIA: Jim Tyree Won't Change Position on Pay Cuts
SUPERVALU INC: Reduced Funding Rates Won't Move Moody's Ratings
SWIFT ENERGY: S&P Changes Outlook on 'B+' Rating to Stable
SYNOVICS PHARMACEUTICALS: Expects $2MM Net Loss for July 31 Qtr

SYNOVUS FINANCIAL: Capital Raising Moves Cue Fitch to Keep Ratings
TEMPE LAND: Wants Ch 11 Reorg. Case Converted to Ch 7 Liquidation
THORNBURG MORTGAGE: Two Top Executives Leave Co. Amid Probe
THREE ARROWS ENTERPRISES: Voluntary Chapter 11 Case Summary
TOR MINERALS: Restates Annual Report to Affix Signature of Auditor

TOUSA INC: Court Okays Cash Collateral Use Until Oct. 31
TOUSA INC: Proposes to Sell Real Property to JNP Capital
TOUSA INC: Proposes Settlement With Jasmine HOA
TOUSA INC: Reaches LLV-1 Settlement Agreement
TOYS "R" US: Discloses Toys Property and Toys Delaware Financials

UOMO MEDIA: July 31 Balance Sheet Upside-Down by $704,000
WATCHING GARDENS: New York Community Wants Foreclosure on Complex
WEST HAWK: Wants to Obtain $1.8MM DIP Financing from KT Lending
WHITING PETROLEUM: S&P Raises Corporate Credit Rating to 'BB'

* Fitch Publishes Second Edition of "Credit Encyclo-Media" Report

* BOOK REVIEW: A Short Historical Introduction to the Law of Real
               Property

                            *********

ALEXANDER SUTHERLAND: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Alexander Leslie Sutherland, III
        2017 Puritan Terrace
        Annapolis, MD 21401

Bankruptcy Case No.: 09-27497

Chapter 11 Petition Date: September 16, 2009

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

Debtor's Counsel: Diana L. Klein, Esq.
                  Preller, Fastow & Klein, LLC
                  2450 Riva Road
                  Annapolis, MD 21401
                  Tel: (410) 573-1611
                  Fax: (410) 573-1615
                  Email: klein-tp@hotmail.com

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

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

According to the schedules, the Company has assets of $1,675,100,
and total debts of $2,144,959.

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

            http://bankrupt.com/misc/mdb09-27497.pdf

The petition was signed by Alexander Leslie Sutherland, III.


ALISAL WATER: Fitch Assigns 'BB+' Rating on $3.3 Mil. Bonds
-----------------------------------------------------------
Fitch Ratings assigns a 'BB+' to Alisal Water Corporation
$3.3 million of 2009 senior secured parity taxable bonds.  The
2009 bonds are scheduled to be privately placed within the next
couple of months.  At this time, Fitch also affirms the 'BB+'
rating on $8.1 million of outstanding 2007A senior secured taxable
bonds and the 'BB-' Issuer Default Rating.  The Rating Outlook is
Stable.

The ratings take into consideration Alco's weak financial metrics,
manageable capital needs, narrow customer base and economic
profile, and essential service provided.  The California
regulatory environment is balanced, with the utility achieving
rate relief as needed.  Leverage ratios are somewhat elevated but
should decline over the medium-term given the lack of planned
issuances and the expectation that a portion of debt will be
converted to equity.

At the end of calendar 2008 (Alco's fiscal year also ends
Dec.  31), Alco had just $71,000 in cash and cash equivalents, or
six days cash.  While this amount was somewhat better than
historical levels, Fitch considers the balance minimal.  The most
recently reported liquidity position at June 2009 showed some
improvement from 2008 year-end results and forecast projections
point to steady increases through 2013, although cash levels are
expected to remain relatively weak over the next several years.
The forecasted liquidity position is a departure from estimates in
March 2009 in which cash reserves were anticipated to increase to
much stronger levels over time and is the result of higher equity
funding of capital as opposed to debt funding.  While this change
in capital funding will assist in improving overall debt ratios,
Fitch believes that Alco's limited cash reserves exposes it to
possible changes in its operating structure.  Consequently,
deterioration in Alco's cash position likely would be viewed by
Fitch as a weakening in the credit quality.

Debt-to-total capital and debt-to-EBITDA ratios were relatively
high for the ratings category at 89% and 8.3 times in 2008,
respectively.  These levels have increased in recent years largely
as a result of issuance of the 2007A bonds.  Based on Alco's lack
of future debt issuance plans over the next five years as well as
its plans to convert a portion of its debt to equity, these ratios
are anticipated to decline significantly by 2013.

Alco provides water service to around 28,000 persons in the
eastern portion of the city of Salinas, California.  Water
supplies are derived exclusively from groundwater sources, with
available supplies sufficient to meet demands for the foreseeable
future.


AMERICAN AIRLINES: Secures $2.9 Billion in Financing
----------------------------------------------------
Mike Esterl at The Wall Street Journal reports that American
Airlines parent AMR Corp. has secured $2.9 billion in financing,
which Chairperson and CEO Gerard Arpey says will "buttress"
American Airlines for the short-term and the long-term.

According to The Journal, American Airlines said that it raised
$1.6 billion in financing by selling Boeing 737s it had ordered to
GE Capital Aviation Services, then leasing them back.  The Journal
states that AMR also secured a $280 million loan from the General
Electric Co. unit and received $1 billion from the advance sale of
frequent-flier miles to Citigroup Inc.

The financing deals take liquidity questions "off the table" for
the airline, but that there still are questions about when profit
and revenue will turn positive, The Journal says, citing American
Airlines chief financial officer Thomas Horton.

The Journal relates that American Airlines said that it would
increase capacity by 1% in 2010 as it resumes the Mexican flights
suspended by the threat of swine flu, and as it launches flights
between Chicago and Beijing.  American Airlines will also shake up
its domestic routes, increasing flights from its main airports at
Dallas/Fort Worth, Chicago, Miami, New York, and Los Angeles,
while cutting back in less-trafficked locations like St. Louis and
Raleigh/Durham, N.C., The Journal reports.

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

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

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

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

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


AMERICAN CAMSHAFT: Trustee's Loses Bid for Consolidation
--------------------------------------------------------
WestLaw reports that a bankruptcy judge in Michigan has held that,
while there is sufficient settled authority for a bankruptcy court
to impose the equitable remedy of substantive consolidation, even
when one of the entities being consolidated with the debtor is not
itself a debtor in bankruptcy, substantive consolidation is an
extraordinary remedy to be utilized only where there are no other
adequate remedies, particularly when the entity sought to be
consolidated is not itself already a bankruptcy debtor.  While
allegations in a Chapter 7 trustee's complaint as to inter-company
loans and transfers between corporate debtors and related
corporate entities might be sufficient to state an avoidance
claim, they were insufficient, even when coupled with an
allegation that the debtors and these related corporate entities
did not have separate boards of directors but shared one common
board, and with a conclusory allegation that this common board
managed the entities, not as separate corporations, but as if they
were divisions of one company so as to promote the good of the
entities as a whole, to state claim for substantive consolidation
on a disregard-of-corporate-separateness theory.  In re American
Camshaft Specialties, Inc., --- B.R. ----, 2009 WL 2837295 (Bankr.
E.D. Mich.) (Shefferly, J.).

American Camshaft Specialties, Inc., and three U.S. affiliates
filed for chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich.
Case No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.   When the Debtors filed for
protection from their creditors they estimated assets and debts
between $10 million and $50 million.  After substantially all of
the Debtors' tangible assets were sold in Sec. 363 sales, the
Bankruptcy Court converted all four Chapter 11 cases to Chapter 7
liquidation proceedings on October 9, 2007, when the Debtors
failed to file a Chapter 11 plan by the deadline first set and
then extended by the Court.  Basil Simon was appointed Trustee in
each of the four Chapter 7 cases.  The Chapter 7 Trustee is
represented by:

         Joseph K. Grekin, Esq.
         Tracey L. Porter, Esq.
         Schafer and Weiner, PLLC
         40950 Woodward Avenue, Suite 100
         Bloomfield Hills, MI 48304
         Telephone (248) 540-3340


AMERICAN MEDICAL: Moody's Upgrades Corp. Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of American Medical Systems
Holdings, Inc. to Ba3 from B1, reflecting improved performance,
significant debt reduction over recent quarters, and Moody's
expectation of continued reduction in financial leverage.
Concurrently, Moody's upgraded the first lien senior secured
revolver and term loan to Ba1 from Ba2 and the 3.25% convertible
senior subordinated notes to B1 from B3.  The outlook for the
ratings is stable.

Moody's also upgraded AMS's speculative grade liquidity rating to
SGL-1 from SGL-2, reflecting Moody's expectation of very good
liquidity over the near term, with sufficient cash on hand and
cash from operations to cover capital expenditures and mandatory
debt repayments without accessing the $65 million revolver.

The ratings benefit from strength in demand across most
implantable products despite ongoing reductions on hospital
spending.  Reduced capital expenditures by hospitals are likely to
persist and are affecting primarily the company's BPH laser
therapy consoles.  The ratings are supported by margin improvement
following cost management initiatives, the company's demonstrated
commitment to debt reduction, and credit metrics that have
improved to levels that are in line with the Ba3 rating category.
The company enjoys important market positions across most product
lines in men's and women's pelvic health.  The ratings are
constrained by a lack of scale relative to larger competitors and
technological risks inherent in the medical devices industry.  The
ratings also balance the potential for growth in laser therapy
with the relative lack of broad acceptance of laser treatments
currently, as well as pricing pressures in a competitive
environment.

Moody's took these rating actions:

* Upgraded the Corporate Family Rating to Ba3 from B1;

* Upgraded the Probability of Default Rating to Ba3 from B1;

* Upgraded the $65 million senior secured revolver due 2012 to Ba1
  (LGD2, 18%) from Ba2 (LGD2, 20%);

* Upgraded the $200 million (originally $365 million) senior
  secured term loan B due 2012 to Ba1 (LGD2, 18%) from Ba2 (LGD2,
  20%);

* Upgraded the $312 million (outstanding as of July 4, 2009)
  convertible senior subordinated notes due 2036 to B1 (LGD5, 74%)
  from B3 (LGD5, 76%); and

* Upgraded the Speculative Grade Liquidity Rating to SGL-1 from
  SGL-2.

The outlook for the ratings is stable.

Moody's does not rate the convertible senior subordinated notes
due 2041, which are being used to exchange a portion of the 2036
notes.

The last rating action on AMS was taken on September 22, 2008,
when the Corporate Family Rating and existing debt ratings were
affirmed, the outlook was changed to stable from negative and the
liquidity rating was upgraded to SGL-2 from SGL-3.

American Medical Systems Inc., headquartered in Minnetonka,
Minnesota, develops and delivers medical solutions to target
patients and physicians (primarily urologists, gynecologists,
urogynecologists and colorectal surgeons) treating men's and
women's pelvic health conditions.  For the twelve months ended
July 4, 2009, the company reported sales of approximately
$502 million.


ASARCO LLC: Asks for Approval of BNSF Railway Settlement
--------------------------------------------------------
ASARCO LLC asks the Court to approve its compromise and
settlement with BNSF Railway Company regarding certain of BNSF's
claims pursuant to Section 363(b)(1) of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure.

By the parties' agreed order resolving the Debtors' objections
seeking disallowance of certain of BNSF's duplicate, amended,
replaced or superseded proofs of claim, Claim Nos. 18334 and
18335 became the sole surviving claims of BNSF in the bankruptcy
cases of the Debtors.  By virtue of the Surviving Claims, BNSF
asserted certain claims that have not been the subject of a
Court-approved settlement agreement between BNSF and the Debtors
nor an estimation order issued by the Court.

Specifically, in the Surviving Claims, BNSF asserted three
claims:

  (a) A $2,145,000 claim for alleged past and future remediation
      costs with respect to BNSF-owned property at its
      Globeville railyards in Denver, Colorado.  BNSF alleged
      that the BNSF-owned property is contaminated with lead and
      arsenic, the source of which is historic airborne
      emissions and contaminated dust originating from past lead
      smelting operations at ASARCO LLC's former, nearby Globe
      Plant.  BNSF asserted that it has incurred and will incur
      remediation costs to address the contamination;

  (b) A $2,181,221 contribution claim with respect to alleged
      settlement payments made by BNSF to the plaintiffs in two
      toxic tort lawsuits filed in Oklahoma federal district
      court that are related to the Tar Creek Superfund Site in
      Oklahoma, which named BNSF as a third-party defendant.
      BNSF alleged that ASARCO LLC is liable for contribution
      for the settlement amounts, which BNSF paid to the
      original plaintiffs in the lawsuits, even though ASARCO
      LLC, which was named as an original defendant, had
      previously settled with the plaintiffs; and

  (c) A $118,503 contractual claim for alleged unpaid
      prepetition freight and miscellaneous transportation
      charges that BNSF alleges were related to rail shipments
      on behalf of ASARCO.

Beginning in November 2008, the Parties engaged in negotiations
regarding BNSF's three claims, which aggregate $4,444,724.  As a
result, the Parties have been able to resolve their disputes
without the necessity of an estimation hearing.

The Parties' Settlement Agreement provides that BNSF will have an
allowed general unsecured claim for $350,000 in settlement and
full satisfaction of the three Claims.  The Settlement Agreement
also provides that Debtors and BNSF covenant not to sue or assert
claims or causes of action against each other, and provide mutual
releases with respect to the matters addressed in the Settlement
Agreement.

                        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: Has Settlement Agreements With Brittany & CEAI
----------------------------------------------------------
ASARCO LLC obtained approval from Judge Richard Schmidt of
settlement agreements it separately entered into with Brittany
Insurance Company Ltd. on substantially same terms as the
settlement agreement it had with certain of its London market
insurers.

ASARCO LLC also proposed a separate settlement with Compagnie
Europeenne d'Assurances Industrielles S.A.

As previously reported, following years of litigation on coverage
of asbestos-related claims and expenses, ASARCO LLC and certain
of its London market insurers entered into a Court-approved
settlement in September 2006.

The LMI severally subscribed each in its own proportionate share
certain policies purchased by ASARCO LLC and which provide
insurance to ASARCO and its subsidiaries.  Brittany and CEAI
subscribed to certain of those policies.

The Brittany Settlement will generate $476,500, while the CEAI
Settlement will generate $190,000, for ASARCO LLC's bankruptcy
estate, which is close to 80% of the outstanding policy limits
for the policies associated with the settling insurance carrier.
If approved, the Settlement Agreements will be binding on all
Debtors, relates Shelby A. Jordan, Esq., at Jordan, Hyden, Womble
& Culbreth, P.C., in Corpus Christi, Texas.

The key provisions of the Settlement Agreements are:

  -- Brittany will buy back its insurance rights in the
     subject insurance policies for a settlement amount of
     $476,500, while CEAI will buy back for $190,000, which
     funds will be paid and deposited by ASARCO into an
     interest-bearing segregated account;

  -- ASARCO LLC, the Official Committee of Unsecured Creditors,
     the Subsidiary Committee and the Future Claims
     representative reserve all rights to apportion the
     Settlement Amounts among the Debtors' bankruptcy estates;

  -- When the order approving the Brittany and CEAI Settlement
     Agreements becomes final, the funds may be withdrawn from
     the segregated account and used in accordance with prior
     orders of the Court, including the order authorizing
     intercompany debtor-in-possession financing from ASARCO LLC
     to the Asbestos Subsidiary Debtors;

  -- If the Court does not enter a final order approving the
     Agreements, then the Settlement Amounts will be refunded
     from the escrow account to Brittany and CEAI;

  -- ASARCO LLC will indemnify Brittany and CEAI against all
     claims brought by third parties relating to the Insurance
     Policies until the time as Brittany and CEAI receive the
     protections of an injunction under Section 524(g) of the
     Bankruptcy Code; and

  -- ASARCO LLC will use its best efforts to obtain an
     injunction under Section 105 of the Bankruptcy Code
     enjoining all claims against Brittany and CEAI during the
     pendency of the Chapter 11 cases, and ASARCO LLC will
     obtain a Section 524(g) injunction that will replace the
     Section 105 injunction at confirmation of a plan of
     reorganization.

The Settlement Agreements are fair to the Debtors, their
bankruptcy estates, CEAI and Brittany, Mr. Jordan contends.  He
notes that the Official Committees and the FCR approve of the
Agreements.  The Settlement Agreements, he notes, not only
dispose of substantial disputes, controversies and claims, but
also adequately provides for unsecured creditors' interests.

Mr. Jordan avers that the Settlement Agreements are result of
extended arm's-length, good-faith negotiations and not fraud or
collusion.

Brittany subsequently filed a corrected exhibit to its request to
correct the signature page.

                        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: Proposes Charties Companies Settlement
--------------------------------------------------
Pursuant to Section 105 of the Bankruptcy Code, and Rules 2002,
9013, 9014, and 9019 of the Federal Rules of Bankruptcy Procedure,
ASARCO LLC asks the Court to approve its settlement agreement
with Chartis Companies, consisting of American Home Assurance
Company and Lexington Insurance Company.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that after years of litigation on the issue of coverage
of asbestos-related claims and expenses, ASARCO and certain of
its insurers entered into various Court-approved settlements in
2003.  Among others, between March and September 2003, the
Debtors entered into separate agreements with the Chartis
Companies, AHAC and Lexington Insurance to resolve certain
insurance obligations for certain bodily and personal injury
claims asserted against the Debtors.

After the Petition Date, the Debtors filed three separate
adversary complaints against either AHAC, Lexington, or both,
alleging avoidance and fraudulent conveyance claims against the
defendants.  Bona fide disputes and controversies exist between
ASARCO LLC and the Chartis Companies arising from or relating to
each party's respective rights and interests, Mr. Kinzie
contends.

The parties now seek to settle all claims and rights of any kind
relating to the Prepetition Agreements.  Accordingly, the parties
agree that:

  -- To the extent any claim or any part of a claim filed by the
     Chartis Companies arises from or relates to either the
     Chartis Premises Settlement Agreements or the Chartis
     Products Settlement Agreements, the claim or part of that
     claim is withdrawn with prejudice;

  -- The Chartis Companies will waive all rights to dispute that
     the Asbestos Trust will (i) receive the benefits and
     proceeds of the Prepetition Agreements, and (ii) stand
     wholly in the shoes of ASARCO LLC with regard to the
     Prepetition Agreements;

  -- In the event ASARCO exercises its right reserved in the
     Debtors' Plan to retain the Asbestos Insurance Recoveries,
     which includes the right to pursue and receive the benefits
     and proceeds of the Prepetition Agreements, then the
     Chartis Companies acknowledge and waive all rights to
     dispute ASARCO LLC's right to pursue and receive the
     benefits and proceeds;

  -- The Chartis Companies acknowledge and waive all rights to
     dispute that all insurance policies that are identified in
     the Prepetition Agreements will continue to be Asbestos
     Insurance Policies, but only with regard to Asbestos
     Premises Liability Claims;

  -- The Chartis Companies will withdraw and dismiss, with
     prejudice, all of their objections, including their
     objection to the Debtors' Plan, to all iterations of the
     Debtors' Plan; and

  -- The Chartis Companies will be designated as ASARCO-
     Protected Parties and may opt out of the Settlement
     Agreement if (i) the protection afforded to them as ASARCO-
     Protected Parties is any less broad than the protection
     afforded to an ASARCO-Protected Party under the terms of
     the Debtors' Plan, as of August 11, 2009, or (ii) any
     provision of the Debtors' Plan is modified in a manner
     adverse to the interest of the Chartis Companies.

Mr. Kinzie contends that the Settlement Agreement is fair to the
Debtors, their bankruptcy estates and the Chartis Companies
because not only it disposes substantial disputes, controversies,
and claims, but also adequately provides for unsecured creditors.
He adds that the Official Committee of Asbestos Claimants and the
Future Claims Representative were integrally involved in the
settlement discussions.

                        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)


AURASOUND INC: Kabani & Company Raises Going Concern Doubt
----------------------------------------------------------
On Sept. 9, 2009, Kabani & Company, Inc., in Los Angeles,
California expressed substantial doubt about Aurasound, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for fiscal years ended June 30,
2009, and June 30, 2008.  The auditor noted that the Company
incurred net losses.  In addition, the Company had negative cash
flow from operating activities for the year ended June 30, 2009.

The Company's balance sheet at June 30, 2009, showed total assets
of $1,507,045, total liabilities of $5,781,691 and a stockholders'
equity of $4,274,646.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $2,570,802 compared with a net loss of $26,458,932 for the same
period in 2008.

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

AuraSound, Inc. (OTC:ARAU) fka Hemcure, Inc., is a developer and
marketer of premium audio products.  The Company has focused on
the development of magnetic speaker motor designs to deliver audio
products to the original equipment manufacturer, home and
professional audio markets.  The Company's sales are made on an
OEM basis to manufacturers of high end speakers and sound systems.
AuraSound has developed miniaturized speakers that its tests
indicate will deliver sound quality to devices, as laptop
computers, flat-panel televisions, display screens, and mobile
phones.  Its micro-audio products have been tested and approved by
NEC, Quanta, Hewlett Packard and Acer, with NEC and Quanta already
designing its speakers into their new products.


AUTOHAUS ACQUISITION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Autohaus Acquisition, Inc
        515 N. Reading Road
        Eprata, PA 17523

Bankruptcy Case No.: 09-07158

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.com

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

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

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

The petition was signed by Nicholas R. Reinhart, president of the
Company.


BAKERS FOOTWEAR: Posts $4.5MM Net Loss in 6 Months Ended August 1
-----------------------------------------------------------------
Bakers Footwear Group, Inc., posted a net loss of $1,736,643 for
13 weeks ended Aug. 1, 2009, compared with a net loss of
$2,261,710 for the same period in 2008.

For 26 weeks ended Aug. 1, 2009, the Company posted a net loss of
$4,505,311 compared with a net loss of $7,135,778 for the same
period in 2008.

The Company's balance sheet at Aug. 1, 2009, showed total assets
of $52,793,718, total liabilities of $46,256,995 and stockholders'
equity of $6,536,723.

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

Bakers Footwear Group, Inc., is a national, mall-based, specialty
retailer of distinctive footwear and accessories targeting young
women who demand quality fashion products.  The Company features
private label and national brand dress, casual and sport shoes,
boots, sandals and accessories.  As of January 31, 2009, the
Company operated 239 stores, including the 21 store Wild Pair
chain that targets men and women between the ages of 17 and 29 who
desire edgier, fashion forward footwear.  As of April 11, 2009, it
operated 240 stores, including 21 Wild Pair stores.

                        Going Concern Doubt

On April 17, 2009, Ernst & Young LLP in St. Louis, Missouri,
expressed substantial doubt on Bakers Footwear's ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended Jan. 31, 2009, and Feb. 2,
2008.  The auditor noted that the Company (i) incurred substantial
losses from operations in recent years, and (ii) is required to
comply with financial covenants in its debt agreements.


BALLY TECHNOLOGIES: Fitch Upgrades Issuer Default Rating to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has upgraded Bally Technologies, Inc.'s Issuer
Default Rating and senior secured bank debt ratings:

  -- IDR to 'BB+' from 'BB-';
  -- Senior secured bank credit facilities to 'BBB-' from 'BB+'.

The secured credit facilities are comprised of a term loan with
$206 million outstanding as of June 30, 2009 and a $75 million
revolver.

The Rating Outlook remains Positive.

The upgrade of the IDR reflects Bally's continued operational and
financial improvement driven by its improving and broadening
product pipeline, solid market position, and sustained debt
reduction.  In addition, the upgrade reflects resolution of
previous accounting issues as the company's auditors no longer
cited material weaknesses in internal controls over financial
reporting in the recently filed annual report, which is the first
time that has occurred since the company's turnaround.

Despite the difficult operating conditions for casino operators,
Bally's operating momentum and solid product pipeline has
continued to drive ship share solidly above its installed base
market share, which has significantly improved the company's
market position over the last few years and dramatically improved
its financial results.  As of the latest fiscal year-end (June 30,
2009), Bally's latest 12-month reported adjusted EBITDA increased
10% to nearly $300 million from $272 million as of fiscal year
2008 and is up six-fold from its trough level of around
$50 million in FY06.

However, the positive momentum has slowed as expected, and the
operating environment is likely to remain challenging in upcoming
quarters.  Results over the past two quarters have been impacted
by the pressure on casino operator capital budgets, which Fitch
expects to continue.  Resistance in purchasing decisions during
the deepest part of the recession in calendar fourth quarter-2008
(Q4'08) and Q1'09 is affecting current results for Bally's systems
business, as there is typically a two- to three-quarter lag from
purchasing decision to reported results.  There was a notable
improvement in systems-related purchasing decisions in April 2009
that has been sustained, which should help results in calendar
Q4'09 and Q1'10.

In the gaming equipment business, units sold declined by 30%-35%
in calendar first half-2009 (1H'09), reflecting the industrywide
pressure.  However, the company's ship share over the last couple
of years has consistently been in the low-to-mid 20% range, which
is higher than Bally's roughly 10%-15% installed base market
share, indicating its improved market position.  In addition,
average selling prices continue to grow despite the pressure on
unit volume.  ASPs increased about 6% - 6.5% in calendar 1H'09.

The company's gaming operations business has benefited relative to
competitors during the recession by having a greater portion of
its mix skewed to a daily fee pricing model, which is less
sensitive to reduced customer play levels.  Of course, that also
limits upside from the positive leverage associated with a rebound
in consumer spending.  The company has also improved asset
utilization with its installed base, which has helped improve
gaming operations margins and profitability, partially offsetting
the recent pressure on its gaming equipment and systems business
segments.  Still, Fitch believes customer play levels are likely
to remain under pressure into next year, and an ensuing recovery
is likely to proceed slowly.

Although Fitch expects the current pressure on casino operators to
continue to impact the operating performance of suppliers, there
are some mitigating factors that support a more positive secular
view.  Upcoming unit sales will benefit from the supply increase
in Las Vegas over the next 12-18 months.  Longer-term, gaming
expansion legislation was passed in Ohio, Illinois, Maryland, and
Kansas, which represent new market potential if and when
regulations are finalized and operations commence.  Although
replacement demand remains weak, casino floors are becoming aged,
which will result in an eventual and inevitable cyclical pickup in
replacement demand since the peak of the last replacement cycle
was in 2004.

The primary credit concerns include technology execution,
litigation risk, capital allocation decisions, and the limited
tangible asset base.

Technology Execution:

The implementation and commercial rollout of the server-based
gaming product cycle has been pushed back meaningfully, which
enables Bally to continue to invest in product and game
development and protect its competitive position.  Due to its
larger size, greater financial resources, and broader product
pipeline, Fitch remains concerned that International Game
Technology could strengthen its competitive advantage in a
replacement cycle driven by server-based gaming, although Bally
also has competing server-based products and technology.  The
opening of CityCenter later this year could provide market
feedback on the timing of a rollout and potential insight into the
market impact.

Bally's product platform improvement over the past couple of
years, its strength in its systems business, and recent success
with products that offer some server-based functionality mitigates
this risk somewhat.  IGT has made a sizable R&D investment in
server-based gaming over the last few years at the expense of its
game content, which has enabled both Bally and WMS Gaming (WMS) to
materially increase their market position.  Still, the economics,
timing, and market impact of server-based gaming have yet to be
determined.

Litigation Risk:

The gaming supplier industry is highly litigious with respect to
patent infringement, and market-leader IGT and Bally have a few
outstanding lawsuits.  Patent infringement lawsuits in the gaming
supplier industry, as well as the broader technology industry,
often result in some sort of settlement or licensing agreement and
seldom go to trial.  In Fitch's view, the most meaningful of
Bally's current outstanding lawsuits is the wheel-based games
lawsuit, in which Bally received a favorable ruling in October
2008, but IGT is appealing.  More broadly, the litigious nature of
the industry necessitates companies, particularly second-tier
companies like Bally, to maintain low levels of debt leverage.

Capital Allocation:

As Bally's financial position has improved significantly over the
past couple of years, capital allocation decisions with respect to
potential M&A and share repurchase are likely to impact the
credit.  Both are permitted, but limited by the term loan
agreement.  Bally is permitted to repurchase shares or pay
dividends in an amount up to $50 million annually if leverage is
above 1.0 times, and up to $70 million annually if leverage is
below 1.0x, with the cumulative amount of cash returned to
shareholders not to exceed $220 million over the life of the term
loan, which matures in September 2012.  Fitch believes Bally is
likely to use free cash flow to repurchase shares liberally in the
absence of any attractive growth investments, such as potential
acquisitions.  Bally is permitted to use up to $250 million in
cash and equivalents to make acquisitions and is allowed to issue
up to $150 million in senior unsecured debt.

The term loan balance as of June 30, 2009, was $206 million and
LTM EBITDA was nearly $300 million, resulting in leverage and
gross interest coverage of 0.7x and nearly 16x, respectively.  The
company's strong financial profile allows for some additional
leverage given the current business risks.  Fitch believes the
company will use free cash flow rather than additional debt to
fund share repurchase, while preserving the additional debt
capacity for potential growth opportunities.  Given the principal
amortization of the term loan, the share repurchase restriction,
and more attractive credit facility pricing at leverage below
1.0x, Fitch believes Bally is likely to remain below that leverage
level in the absence of a potential acquisition.

LTM FCF was $131 million and should remain solid, but the
company's EBITDA flow through to FCF is likely to be somewhat
impacted as Bally extends additional financing to strained casino
operators.  Still, Fitch believes FCF should comfortably cover
required term loan principal amortization of $32.5-$45 million
annually over the next three years, continuing to improve Bally's
credit profile, while leaving ample residual FCF for share
repurchase.  In addition to the solid FCF profile, Bally's
liquidity position is strong relative to its cash needs, with
$61 million in available cash (net of cage cash) and an undrawn
$75 million revolver.

Future Rating Considerations:

The Positive Outlook reflects Fitch's view that the industry and
Bally exhibit a number of sustainable investment characteristics,
which support the potential for an investment grade IDR:

  -- oligopoly industry structure: four main players (although
     Konami has been making strides to make it five)

  -- high barriers to entry: licensing requirements, brand/game
     title recognition

  -- recurring revenue sources: gaming operations, systems
     maintenance/service revenue, growing installed base of
     replacement units

  -- strong free cash flow generation capability: low capex
     requirements

However, those attributes are offset by the secular uncertainty of
technology and litigation risks.  As a result, Fitch believes that
while an investment grade IDR is achievable for Bally, those risks
necessitate maintaining low levels of leverage compared to other
investment grade industries.  The credit facility's maintenance
leverage covenant is currently 2.25x, which will decline to 2.0x
as of June 30, 2010.

A further upgrade to an investment grade IDR would be supported by
the continued broadening and penetration of the company's product
portfolio, as well as increased penetration geographically.
Specifically, an improved market position in progressives and
video products and increased international penetration would be
positive factors.  In addition, Bally's performance and market
position relative to a server-based rollout will be closely
monitored, and an adverse change in ship share could result in an
Outlook revision to Stable.

Term Loan Upgrade:

Bally's credit facility rating was upgraded to 'BBB-' from 'BB+'.
As an issuer's credit profile improves and the probability of
default reduces, the impact of over-collateralization and recovery
prospects on an issue-specific rating becomes less meaningful.  As
a result, the notching of issue-specific ratings relative to the
IDR is compressed as the IDR increases.  Therefore, Fitch upgraded
the credit facility by one-notch, compared to the two-notch
upgrade of the IDR.

The credit facility is secured by substantially all of Bally's
domestic property and is guaranteed by each of its domestic
subsidiaries except for its interest in the Rainbow Casino.  While
Fitch recognizes that much of the company's value outside of the
Rainbow Casino is in the form of intangible assets, it continues
to believe the credit facility is currently highly over
collateralized, and the recovery prospects are strong given the
rapid principal amortization of the term loan.


AURASOUND INC: Kabani & Company Raises Going Concern Doubt
----------------------------------------------------------
On Sept. 9, 2009, Kabani & Company, Inc., in Los Angeles,
California expressed substantial doubt about Aurasound, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for fiscal years ended June 30,
2009, and June 30, 2008.  The auditor noted that the Company
incurred net losses.  In addition, the Company had negative cash
flow from operating activities for the year ended June 30, 2009.

The Company's balance sheet at June 30, 2009, showed total assets
of $1,507,045, total liabilities of $5,781,691 and a stockholders'
equity of $4,274,646.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $2,570,802 compared with a net loss of $26,458,932 for the same
period in 2008.

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

AuraSound, Inc. (OTC:ARAU) fka Hemcure, Inc., is a developer and
marketer of premium audio products.  The Company has focused on
the development of magnetic speaker motor designs to deliver audio
products to the original equipment manufacturer, home and
professional audio markets.  The Company's sales are made on an
OEM basis to manufacturers of high end speakers and sound systems.
AuraSound has developed miniaturized speakers that its tests
indicate will deliver sound quality to devices, as laptop
computers, flat-panel televisions, display screens, and mobile
phones.  Its micro-audio products have been tested and approved by
NEC, Quanta, Hewlett Packard and Acer, with NEC and Quanta already
designing its speakers into their new products.


BARZEL INDUSTRIES: Board OKs Incentive Plan Pre-Bankruptcy
----------------------------------------------------------
Barzel Industries, Inc., said its Board of Directors on
September 11, 2009, approved a Key Employee Incentive Plan.  The
KEIP Plan is intended, among other things, to retain and provide
incentive to certain key employees to (i) preserve value of the
Company's key assets to benefit the Company's clients, employees
and creditors and (ii) complete specific objectives regarding the
transfer of these assets.

Pursuant to the KEIP Plan, Karen G. Narwold, the Company's Vice
President, Strategic Counsel and Secretary, will be entitled to
receive a performance-based cash incentive payment of up to 33.34%
of her base salary, payable at the closing of the Company's sale
transaction, if the Company has received at least one qualified
bid.  The award under the KEIP Plan will be paid at the Closing,
provided that Ms. Narwold is an employee of the Company as of the
day prior to the Closing or Ms. Narwold's employment terminated
prior to the Closing due to death or disability, termination by
the Company without cause or resignation for "good reason".

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have 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 $65.0
million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.

The Debtors intend to apply all proceeds of the Asset Purchase to
repay amounts owed under a DIP Credit Agreement with JPMorgan
Chase, the Prepetition notes and, to the extent applicable, the
Prepetition secured loan agreement.  The Company's stockholders
will not receive any proceeds from the Asset Purchase.


BARZEL INDUSTRIES: CEO Gasperis, et al., Step Down
--------------------------------------------------
Barzel Industries, Inc., said Corrado De Gasperis, its Chief
Executive Officer, and Domenico Lepore, its President, resigned
for good reason from their positions on September 14, 2009.

Also on September 14, these directors resigned: Corrado De
Gasperis, Domenico Lepore, Oded Cohen and Martin D. Powell.

On September 13, 2009, the Board of Directors amended Section 1 of
Article II of the Company's Amended and Restated By-Laws.  The
Amendment reduced the minimum number of directors permitted under
the Company's Amended and Restated Bylaws from three to one.  The
Amendment became effective on September 15.

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

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

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have 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
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.

The Debtors intend to apply all proceeds of the Asset Purchase to
repay amounts owed under a DIP Credit Agreement with JPMorgan
Chase, the Prepetition notes and, to the extent applicable, the
Prepetition secured loan agreement.  The Company's stockholders
will not receive any proceeds from the Asset Purchase.


BARZEL INDUSTRIES: S&P Changes Corporate Credit Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its long-term
corporate credit rating on Norwood, Massachusetts-based steel
service center Barzel Industries Inc. to 'D' (default) from 'SD'
(selective default) after the company and its subsidiaries filed
for bankruptcy protection in the U.S. and Canada.

The issue-level rating on Barzel's first-lien senior secured debt
is unchanged at 'D', with a '5' recovery rating.


BARZEL INDUSTRIES: Seeks Approval of $30-Mil. JPMorgan DIP Loan
---------------------------------------------------------------
Barzel Industries Inc., has asked the U.S. Bankruptcy Court for
the District of Delaware for permission to obtain postpetition
funding under a Senior Secured Super-Priority Debtor-in-Possession
Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as
administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch,
as Canadian Agent, and JPMorgan Chase Bank, N.A. and CIBC Inc., as
lenders.

The DIP Facility will provide the Company with liquidity during
the Bankruptcy Case and its parallel proceedings under the
Canadian Companies' Creditors Arrangement Act pending the sale of
substantially all of the Debtors' assets to Chriscott USA Inc. and
4513614 Canada Inc.

The DIP Lenders are the same parties as holders of the Company's
11.5% Senior Secured Notes due 2015 issued pursuant to that
certain Indenture, dated as of November 5, 2007, among the
Company, Barzel Finco Inc., and The Bank of New York Mellon f/k/a
The Bank of New York, as Trustee and the same parties as the
lenders under the senior secured credit agreement, dated as of
November 15, 2007, among the Company, Barzel Finco Inc., Barzel
Industries Canada Inc., the lenders party thereto, JPMorgan Chase
Bank, as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto
Branch, as Canadian Agent, and CIT Business Credit Canada Inc. and
The CIT Group/Business Credit, Inc., as Syndication Agents, as
amended.

The DIP Agreement provides for a non-amortizing secured revolving
credit facility in an aggregate principal amount not to exceed
$30,000,000.  The proceeds of the DIP Facility will be used to
meet the working capital needs of the Company and its
subsidiaries, pay expenses of the Company in the Bankruptcy Case
and the Canadian Case (including professional fees and expenses)
and to repay the outstanding and unpaid obligations under the
Prepetition Agreement.

U.S. borrowings under the DIP Facility will bear interest at (i)
the  greater of the (a) U.S. Prime Rate, (b) the Federal Funds
Rate plus 1/2 of 1% and (c) 3%; (ii) plus 7%. Canadian borrowings
under the DIP Facility will bear interest at Canadian prime
lending rates, or similar market rates (not less than 3%), plus
7%.

The DIP Facility matures on the earliest of (i) December 11, 2009;
(ii) the consummation of any sale of all or substantially all of
the Sellers' assets pursuant to Section 363 of the Bankruptcy
Code; (iii) 30 days after the Petition Date if the Courts fail to
enter orders approving the DIP Facility on a final basis within
such time; and (iv) the acceleration of obligations under the DIP
Facility and termination of the commitments under the DIP Facility
upon the occurrence of an event of default under the terms of the
DIP Agreement.

The DIP Lenders' obligation to close on the DIP Facility is
subject to various conditions including, among others, (i) the
Courts having approved the DIP Facility on an interim basis no
later than five days after the Petition Date; (ii) the Sellers'
"first day" motions being in form and substance reasonably
acceptable to the DIP Agent; (iii) all initial applications and
filings in the Canadian Case being in form and substance
reasonably acceptable to the DIP Agent; (iv) the Canadian Court
having entered the Canadian financing order within five days of
the filing date of the Canadian Case; (v) the DIP Agent having
received a valid and perfected lien on and security interest in
the DIP Agreement collateral on the basis and with the priority
set forth in the DIP Agreement and the interim order; and (vi)
Barzel having retained Wayne Day at Day Seckler LLP as Chief
Restructuring Officer with the full authority generally vested in
a chief restructuring officer, including without limitation, full
authority and responsibility for all aspect of the Bankruptcy
Case, the Canadian Case and the Asset Purchase.

                            Milestones

The Company's ability to obtain advances under the DIP Facility is
subject to, among other things, compliance with certain milestones
for a sale of the Sellers' assets pursuant to Section 363 of the
Bankruptcy Code, including (i) a motion to approve the sale
(including procedures governing the Auction) having been filed by
no later than two business days after the Petition Date; (ii)
orders approving auction and sale procedures having been entered
by the Courts by no later than 18 days after the Petition Date;
(iii) bids for the sale being due by no later than 35 days
following the Petition Date; (iv) the Auction having occurred by
no later than 40 days following the Petition Date; (v) a hearing
to confirm the sale and orders approving the sale having been
entered by no later than 45 days following the Petition Date; and
(vi) the sale having been consummated by no later than 60 days
following the Petition Date.

Except for certain amounts reserved to pay administrative and
wind-up expenses in the Bankruptcy Case and the Canadian Case, all
proceeds of the Asset Purchase will be applied to repay amounts
owed under the DIP Agreement, the Prepetition Notes and, to the
extent applicable, the Prepetition Agreement.  The Company's
stockholders will not receive any proceeds from the Asset
Purchase.

                              Default

The Company said the filing of the Bankruptcy Case and the
Canadian Case constitutes an event of default under (i) the
Prepetition Agreement; (ii) the Guarantee and Collateral
Agreement, dated as of November 15, 2007, among the Company,
Barzel Finco Inc., Barzel Industries Canada Inc., other
subsidiaries of the Company identified therein, and JPMorgan Chase
Bank, N.A., as Administrative Agent; (iii) the Canadian Guarantee
and Collateral Agreement, dated as of November 15, 2007, among
Barzel Industries Canada Inc., other subsidiaries of Barzel
Industries Canada Inc. identified therein, JPMorgan Chase Bank,
N.A., Toronto Branch, as Canadian Agent; and (iv) the Prepetition
Notes.

The filing of the Bankruptcy Case and the Canadian Case resulted
in the acceleration of all amounts due under the Prepetition
Agreement and the Prepetition Notes.  The automatic stay invoked
by filing the Bankruptcy Case and the orders granted by the
Canadian Court, effectively precludes any actions against the
Company resulting from such acceleration.

The ability of the creditors to seek remedies to enforce their
rights under the Prepetition Agreement, the Collateral Agreements
and the Prepetition Notes is automatically stayed as a result of
the filing of the Bankruptcy Case and the orders granted by the
Canadian Court, and the creditors' rights of enforcement are
subject to the applicable provisions of the Bankruptcy Code.

As of September 14, 2009, the aggregate principal amount
outstanding under the Prepetition Notes was $315.0 million and the
principal amount outstanding under the Prepetition Agreement was
approximately $18.4 million.

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have 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
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.

The Debtors intend to apply all proceeds of the Asset Purchase to
repay amounts owed under a DIP Credit Agreement with JPMorgan
Chase, the Prepetition notes and, to the extent applicable, the
Prepetition secured loan agreement.  The Company's stockholders
will not receive any proceeds from the Asset Purchase.


BARZEL INDUSTRIES: Taps Wayne Day as Chief Restructuring Officer
----------------------------------------------------------------
Barzel Industries, Inc., on September 15, 2009, entered into an
agreement with Day Seckler, an accounting and consulting firm,
appointing Wayne Day as the Chief Restructuring Officer of the
Company.

Barzel appointed an interim executive officer to manage their
affairs during their restructuring.

Mr. Day has served as a consultant to the Company through his
firm, Day Seckler, since May 2009, concentrating on evaluating and
implementing strategic, tactical and operational options
throughout the restructuring and sales process and acting as an
overseer of the Company's financial restructuring.  The Company
paid Day Seckler a $250,000 retainer for these consulting services
and approximately $200,000 in reimbursement fees and expenses.

Mr. Day, 53, has served as a partner at Day Seckler since founding
it in early 2008.  Previously, Mr. Day served as a Senior Managing
Director at Policano & Manzo, a nationally recognized accounting
and consulting firm specializing in working with financially
troubled companies and their creditors, from February 1993 to June
2007.  Prior to this, Mr. Day spent five years with Kroll Zolfo
Cooper & Co., an accounting and consulting firm which specializes
in working with financially troubled companies and their
creditors.  Mr. Day has been practicing as a Certified Public
Accountant and a Certified Insolvency Reorganization Accountant.

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have 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
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.

The Debtors intend to apply all proceeds of the Asset Purchase to
repay amounts owed under a DIP Credit Agreement with JPMorgan
Chase, the Prepetition notes and, to the extent applicable, the
Prepetition secured loan agreement.  The Company's stockholders
will not receive any proceeds from the Asset Purchase.


BASELINE OIL: U.S. Trustee Will Not Convene Meeting of Creditors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
ordered that the Office of the U.S. Trustee will not convene a
meeting of creditors or equity security holders in Baseline Oil &
Gas Corp.'s Chapter 11 case.

Baseline Oil & Gas Corp. is an independent oil and natural gas
company engaged in the exploration, production, development,
acquisition and exploitation of natural gas and crude oil
properties.  The Company has interests in three core areas: the
Eliasville Field located in Stephens County in North Texas; the
Blessing Field in Matagorda County located onshore along the Texas
Gulf Coast, and the New Albany Shale play located in Southern
Indiana.  Its core properties cover approximately 39,945 net
acres. As of December 31, 2008, the Company's proved reserves were
60.2 billion cubic feet equivalent (Bcfe), of which 46.5% were
natural gas and 68.2% were proved developed.  During the year
ended December 31, 2008, it produced 2.8 Bcfe and had a proved
reserve reduction of 6.7 Bcfe as a result of reserve revisions.

Baseline Oil filed a voluntary petition for reorganization under
Chapter on Aug. 28, 2009 (Bankr. S. D. Tex. Case No. 09-36291).
Attorneys at Thompson & Knight LLP represent Baseline Oil in its
restructuring effort.


BIBBS INC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Bibbs, Inc.
        2900 E. Rice Street
        Sioux Falls, SD 57103

Bankruptcy Case No.: 09-40702

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Eugene Joseph Drong and Bobbi Jane Drong           09-40703

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Curt R. Ewinger, Esq.
                  PO Box 96
                  Aberdeen, SD 57402-0096
                  Tel: (605) 225-9594
                  Email: rer@ewingerlaw.com

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

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

A list of the Company's 7 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/sdb09-40702.pdf

The petition was signed by Everett L. Engels, president of the
Company.


BLOCKBUSTER INC: Moody's Reviews 'Caa2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service placed Blockbuster Inc.'s Caa2 Corporate
Family Rating, Caa3 Probability of Default Rating, and Ca senior
subordinated notes on review for possible upgrade.  Moody's also
assigned a B1 rating to Blockbuster Inc.'s proposed $675 million
senior secured notes due 2014.  The B1 rating on the company's
existing $550 million senior secured credit facilities was
affirmed.  Blockbuster has an SGL-4 Speculative Grade Liquidity
rating.

Proceeds from the proposed $675 million senior secured notes will
be used to repay Blockbuster's fully drawn $250 million revolving
credit facility, $300 million senior secured term loan B, and
amounts outstanding under its Canadian asset-based revolving
credit facility.

The review for upgrade considers that the successful closing of
the proposed senior secured note transaction and full repayment of
its existing senior secured credit facilities would strengthen the
company's capital structure and address key constraints to its
liquidity.  This would likely result in a one-notch upgrade of the
company's CFR, PDR, and senior subordinated notes, as well as an
improvement in the company's Speculative Grade Liquidity rating.

The assignment of a B1 rating to Blockbuster's proposed
$675 million senior secured notes reflects the pro forma debt
structure and assumes that the transaction will close as planned.

The affirmation of Blockbuster's existing B1 senior secured credit
facilities anticipates that this debt will be repaid in full and
withdrawn once the proposed transaction closes.

Ratings placed on review for possible upgrade:

Probability of Default Rating -- Caa3

* Corporate Family Rating -- Caa2

* $300 million senior subordinated notes due 2012 -- Ca (LGD 4,
  61%)

New rating assigned:

* $675 million senior secured notes due 2014 at B1 (LGD 2, 12%)

Ratings affirmed:

* $250 million revolving credit facility expiring 2010 at B1 (LGD
  1, 9%)

* $300 million senior secured term loan B due 2011 at B1 (LGD 1,
  9%)

The last rating action on Blockbuster was on April 17, 2009, when
its PDR was downgraded to Caa3 from Caa1 and its CFR was
downgraded to Caa2 from Caa1.

Blockbuster Inc. is a leading global provider of in-home movie and
game entertainment through several channels including; its store
base, Web site, digital download, and vending kiosks.
Blockbuster's approximately 7,100 stores are located throughout
the United States, its territories, and 19 other countries.
Annual revenues are about $4.7 billion.


BLOCKBUSTER INC: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Blockbuster Inc. to 'B-' from 'CCC'.
The outlook is stable.

At the same time, S&P assigned a 'B' rating to the company's
$675 million senior secured notes with a recovery rating of '2',
indicating S&P's expectation for substantial (70%-90%) recovery in
the event of payment default.

In addition, S&P raised the senior secured debt rating on the
company's revolver and term loan to 'B' from 'CCC+'; raised the
subordinated debt issue to 'CCC+' from 'CC'; and revised the
recovery rating on the subordinated debt to '5', indicating S&P's
expectation for modest (10% - 30%) recovery in the event of
payment default, from '6'.

"The upgrade reflects S&P's estimation that the refinancing
enhances the company's liquidity profile and is likely to improve
operating flexibility," said Standard & Poor's credit analyst
David M. Kuntz.

The ratings on Blockbuster Inc. reflect its participation in an
extremely competitive home entertainment market, the technology
risks associated with video delivery to the end user, its
dependence on decisions made by the movie studios, and a highly
leveraged capital structure.

Recent performance reflects the constrained operating flexibility
brought about by the company's limited liquidity.  Revenues fell
about 22% for the quarter ended June 30, 2009, because of lower
inventory availability, a 34% drop in by-mail subscribers, and a
decline in store count.  Consolidated same store sales fell 10.7%
during the quarter.  Although S&P believes that the refinancing
will enhance the company's liquidity position, S&P expects
revenues to decrease over the near term as working capital
investment remains thin to preserve cash, the store base is
rationalized, and consumer spending continues to be weak.  Margins
are likely to be pressured over the near term due to negative
operating leverage, but this may be partially offset by cost
saving initiatives, improved pricing for on-line subscription
plans and shifts in revenue mix.  S&P anticipates that operating
margins are likely to decline to the low 15% range in the near
term from 17.0% for the 12 months ended June 30, 2009.

The stable outlook reflects S&P's expectation that liquidity is
likely to remain adequate despite the moderate deterioration in
operations and credit metrics over the near term.  S&P believes
that cash flow from operations and cash on hand should be
sufficient to meet the revised debt amortization schedule.  S&P
remains concerned regarding the general decline of the physical
in-store rental industry as well as the potential impact due to
the drop in consumer spending.  S&P believes Blockbuster's long-
term success is highly dependent on its ability to adapt to a
market that is increasingly subject to changes in technology and
is less dependant on in-store rentals.

S&P could revise the outlook to positive if the company improves
operations with a less-than-expected sales decline and margin
improvements from cost cutting initiatives.  At that time, sales
declines would be in the low double digits and credit metrics
would be more in-line with the 'B' category with leverage in the
mid 5.0x range.  S&P could revise the outlook to negative if sales
were to decline by an additional 5% and margins were to decline by
about another 100 basis points below S&P's already lowered
expectations.  At that time, interest coverage would be materially
less than 1.0x.  In addition, S&P could revise the outlook to
negative if cash flows are materially less than expectations,
causing concern regarding the company's ability to fund ongoing
operations while making its amortization payments.


BLUE SKY RANCH: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Blue Sky Ranch of Colorado, LLC
        504 Overlook Drive
        North Palm Beach, FL 33408

Case No.: 09-29520

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: David A. Carter, Esq.
            1900 Glades Rd # 401
            Boca Raton, FL 33431
            Tel: (561) 750-6999
            Fax: (561) 367-0960
            Email: dacpa@bellsouth.net

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

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

The petition was signed by Sam McRoberts.

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Pagosa Investment & Development                       $88,495

Russell Engineering, Inc.                             $12,597

Otten Johnson Robinson Neff                           $11,597
& Ragonetti

Cody Holdings, LLC                                    $8,500

Town of Pagosa Springs                                $4,505

Eric Aragon                                           $4,500

Sugnet and Associates                                 $3,540

Echo Ditch Company                                    $3,400

Archuleta County Treasurer                            $2,630

Southest AG, Inc.                                     $1,970

American Family Insurance                             $1,585

Park Ditch Company, Inc.                              $383

Bob's LP Gas, Inc.                                    $259


BONNIE CRANFORD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Bonnie Cranford
        9425 Austin Peay Highway
        Millington, TN 38053

Bankruptcy Case No.: 09-30205

Chapter 11 Petition Date: September 16, 2009

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

Debtor's Counsel: John E. Dunlap, Esq.
                  1684Poplar Ave
                  Memphis, TN 38104
                  Tel: (901) 726-6770
                  Fax: (901) 726-6771
                  Email: jdunlap00@gmail.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Mr. Cranford.


BRAINTECH INC: Has Not Paid RBC Loan Balance
--------------------------------------------
Braintech, Inc. CEO Frederick W. Weidinger said the Company's
temporary 60-day Credit Agreement dated as of July 11, 2009, with
Royal Bank of Canada was payable in full on September 9, 2009.

Mr. Weidinger said the parties have not yet finalized the new
credit facility with Silicon Valley Bank, and as a result the
Company has not yet been able to pay off the RBC loan balance.

Other than the final payoff, the Company has paid RBC the
requisite principal and interest payments to date, and has asked
RBC for an extension until September 30, 2009.  The Company has
provided RBC with additional financial information in connection
with its extension request.  RBC is considering the Company's
extension request but has not yet agreed to it, and there is no
guarantee that RBC will agree to the Company's extension request.
Nor is there any guarantee that the parties will finalize the SVB
Credit Facility by September 30, 2009.

Mr. Weidinger said there are numerous risks and uncertainties in
this process, and should the Company be unable to finalize the new
SVB Credit Facility within a timely manner, or obtain other
financing, investors may lose their entire investment.  As with
earlier credit agreements between the Company and RBC, the RBC
Credit Agreement is secured by a first priority security interest
on all of the Company's assets including its intellectual property
and by letters of credit provided by the Company's CEO, the
Company's Founder, a director of the Company, and other parties.
The LC Providers have a security interest in all of the Company's
assets including its intellectual property second in priority only
to the security interest of RBC.

The Company posted a net loss of $3,088,503 for the six months
ended June 30, 2009, from a net loss of $1,322,187 for the same
period a year ago.  The Company posted a net loss of $1,904,231
for the three months ended June 30, 2009, from a net loss of
$1,312,382 for the same quarter a year ago.

As of June 30, 2009, the Company had $987,831 in total assets and
$5,437,772 in total liabilities.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the Company's
research and development activities, and employs a majority of the
company's technical personnel.

The Company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The Company's
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

As reported in the Troubled Company Reporter on January 2, 2009,
in a November regulatory filing with the Securities and Exchange
Commission, Braintech noted that its history of losses and
significant deficit raises substantial doubt about its ability to
continue as a going concern.


CANAL CAPITAL: Posts $258,737 Net Loss for July 31 Quarter
----------------------------------------------------------
Canal Capital Corporation recorded a net loss of $258,737 for the
three months ended July 31, 2009; and a net loss of $252,841 for
the nine months ended July 31, 2009.

At July 30, 2009, Canal Capital had $3,316,587 in total assets,
including $350,849 in total current assets; against $895,662 in
total current liabilities, $614,604 in total non-current
liabilities, and $1,292,000 in long-term debt-related party.  At
July 30, 2009, the Company had $15,332,168 in accumulated deficit
and $514,321 in stockholders' equity.

While the Company is currently operating as a going concern,
certain significant factors raise substantial doubt about the
Company's ability to continue as a going concern.  The Company
said it has suffered recurring losses from operations and is
obligated to continue making substantial annual contributions to
its defined benefit pension plan.

Canal continues to closely monitor and reduce where possible its
operating expenses and plans to continue its program to develop or
sell the property it holds for development or resale as well as to
reduce the level of its art inventories to enhance current cash
flows.  Management believes that its income from operations
combined with its cost cutting program and planned reduction of
its art inventory will enable it to finance its current business
activities.  However, it said there can be no assurance it will be
able to effectuate its planned art inventory reductions or that
its income from operations combined with its cost cutting program
in itself will be sufficient to fund operating cash requirements.

A full-text copy of Canal's third fiscal quarter report is
available at no charge at http://ResearchArchives.com/t/s?44ff

Canal Capital Corporation is engaged in two distinct businesses --
real estate and stockyard operations.  Canal's real estate
properties are located in Sioux City, Iowa, South St. Paul,
Minnesota, St. Joseph, Missouri, Omaha, Nebraska and Sioux Falls,
South Dakota.  The properties consist, for the most part, of an
Exchange Building (commercial office space), land and structures
leased to third parties as well as vacant land available for
development or resale.  Canal also operates two central public
stockyards located in St. Joseph, Missouri and Sioux Falls, South
Dakota.


CARBIZ INC: July 31 Balance Sheet Upside-Down by $666,000
----------------------------------------------------------
CarBiz Inc.'s balance sheet at July 31, 2009, showed total assets
of $39,934,134 and total liabilities of $40,599,818, resulting in
a stockholders' deficit of $665,684.

For three months ended July 31, 2009, the Company reported a net
income of $4,417,892 compared with a net income of $1,530,838 for
the same period in 2008.

For six months ended July 31, 2009, the Company reported a net
income of $31,688,957 compared with a net income of $1,556,148 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?44d9

CarBiz Inc. (OTC BB: CBZFF) -- http://www.carbiz.com/--
headquartered in Sarasota, Florida, operates 25 Buy-Here Pay-Here
credit centers throughout the United States.  The Company also
provides training, consulting, performance groups and management
services for dealers seeking to improve their BHPH programs.
Recently, CarBiz implemented a Lease-Here Pay-Here service to help
dealerships expand their product portfolios.

                       Going Concern Doubt

On April 24, 2009, Cherry, Bekaert & Holland, L.L.P., in Tampa,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern after auditing the Company's
financial statements for the fiscal years ended Jan. 31, 2009, and
2008.  The auditor noted that the Company incurred cumulative net
losses of $33,400,000 during the two years; and has a working
capital and stockholders' deficit of $48,100,000 and $34,700,000,
respectively, as of Jan. 31, 2009.


CARL JOSEPH BRAUNAGEL: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Carl Joseph Braunagel
        2625 S. Anica Lane
        Cottonwood, AZ 86326

Bankruptcy Case No.: 09-22874

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  Deconcini Mcdonald Yetwin & Lacy, PC
                  7310 N 16th, St #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  Email: lhirsch@dmylphx.com

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

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

According to the schedules, the Company has assets of $5,640,968,
and total debts of $12,876,244.

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

             http://bankrupt.com/misc/azb09-22874.pdf

The petition was signed by Mr. Braunagel.


CHANTICLEER HOLDINGS: Restates Form 10-Q for Period Ended March 31
------------------------------------------------------------------
Chanticleer Holdings, Inc., posted a net loss of $437,285 for
three months ended March 31, 2009, compared with a net loss of
$161,285 for the same period in 2008.

The Company's balance sheet at March 31, 2009, showed total assets
of $2,154,477, total liabilities of $1,052,626 and a stockholders'
equity of $1,101,851.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that at
March 31, 2009, and Dec. 31, 2008, the Company had current assets
of $34,626 and $23,556; current liabilities of $1,052,626 and
$686,125; and negative working capital of $1,018,000 and $662,569,
respectively.  The Company incurred a loss of $437,285 during the
three month period ended March 31, 2009.  The Company receives
quarterly cash inflow of $25,000 from management fees and $11,500
from investment distributions, but expects quarterly cash
requirements of approximately $130,000 per quarter commencing in
the second quarter of 2009, assuming the acquisitions are not
completed.

The Company expects to have sufficient funding available from
related party loans, private placements of its common stock and
sales of a portion of its investments until the possible second
quarter of 2009 close of the acquisitions of HI and Texas Wings.
Subsequent to the close, the overhead requirements will be covered
by distributions from the operations of HI and Texas Wings.

In the event the acquisitions do not close, the Company expects to
fund its reduced overhead of approximately $130,000 per quarter
from management income, distributions from its investments and a
short-term loan of no more than $100,000 until May 2009, when the
Company is scheduled to receive a distribution from an investment
in the amount of approximately $1,275,000.  At that time, the
Company plans to repay the line of credit, any other short-term
borrowings and have sufficient cash to cover all overhead
requirements for at least another year while increasing the funds
which Advisors manages.

The Company filed Amendment No. 1 on Form 10-Q/A on its quarterly
report for the period ended March 31, 2009, to make these changes:

   -- record an other-than-temporary decline in available-for-sale
      securities;

   -- record the write-off of capitalized deferred acquisition
      costs pursuant to paragraph 59 of SFAS 141(R) which became
      effective on Jan. 1, 2009,

   -- revise and expand disclosure of investments in Note 4,

   -- revise and expand disclosure in Item 4; and

   -- provide currently dated Exhibit Nos. 31-1 and 32-1.

The Amendment was filed in response to comments the Company
received from the staff of the Division of Corporation Finance of
the Securities and Exchange Commission in connection with the
staff's review of the Original Report.  The Company has made no
attempt in this Amendment to modify or update the disclosures
presented in the Original Report other than as noted in the
previous paragraph.  Also, this Amendment does not reflect events
occurring after the filing of the Original Report.

The Company added that effective as of Aug. 11, 2009, the board of
directors of the Company concluded that the financial statements
for the three months ended March 31, 2009, must no longer be
relied upon due to an error in reporting the Company's available-
for-sale securities in such financial statements.  In addition,
SFAS 141(R) became effective on Jan. 1, 2009 which provided, in
part, that any acquisition costs deferred pursuant to prior
accounting requirements should be charged off on Jan. 1, 2009.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?44d4

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44d8

Chanticleer Holdings, Inc. (OTC:CCLR) was organized Oct. 21, 1999,
under its original name, Tulvine Systems, Inc., under the laws of
the State of Delaware. On April 25, 2005, the Company formed a
wholly owned subsidiary, Chanticleer Holdings, Inc.  The Company
intends to pursue a business model whereby it acquires majority
ownership in restaurant-related companies, mainly the Hooters
brand and concept.


CHARLES GARRETT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charles Nichols Garrett, Jr.
        PO Box 7284
        Wilmington, NC 28406

Bankruptcy Case No.: 09-07992

Chapter 11 Petition Date: September 16, 2009

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

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

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

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

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

             http://bankrupt.com/misc/nceb09-07992.pdf

The petition was signed by Charles Nichols Garrett, Jr.


CITY OF COLUMBIA: Officially Broke; Council in Closed-Door Meeting
------------------------------------------------------------------
All of Columbia's money, allocated for the fiscal year, has been
spent and the coffers are completely dry, Adam Fogle at The
Palmetto Scoop reports, citing people familiar with the matter.
The Palmetto Scoop relates that after receiving news that the
capital city is officially broke, Mayor Bob Coble and the six
member of the Columbia City Council were reportedly in a closed-
door meeting on Tuesday.


COTT CORP: Connor Clark Discloses 5.04% Equity Stake
----------------------------------------------------
Connor, Clark & Lunn Investment Management Partnership and Connor,
Clark & Lunn Investment Management Ltd. disclosed their ownership
of 4,099,225 shares or roughly 5.04% of the common stock Cott
Corporation as of September 15, 2009.

Connor, Clark & Lunn Investment Management Ltd. is registered as
an Investment Advisor under section 203 of the Investment Advisers
Act of 1940.

                         About Cott Corp.

Cott Corporation (NYSE:COT; TSX:BCB) is one of the world's largest
non-alcoholic beverage companies and the world's largest retailer
brand soft drink provider.  In addition to carbonated soft drinks,
Cott's product lines include clear, still and sparkling flavored
waters, juice-based products, bottled water, energy drinks and
ready-to-drink teas.  Cott operates in five operating segments --
North America, United Kingdom, Mexico, Royal Crown International
and All Other, which includes its Asia reporting unit and
international corporate expenses.  Cott closed its active Asian
operations at the end of fiscal year 2008.

As of June 27, 2009, Cott had $927.6 million in total assets and
$609.5 million in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on September 7, 2009,
Moody's Investors Service upgraded Cott's Corporate Family Rating
and Probability of Default rating to B3 from Caa1, and the rating
on the $275 million senior sub notes due 2011 to Caa1 from Caa2.
The speculative grade liquidity rating was affirmed at SGL-3.  The
rating outlook is stable.


COUNTERPATH CORP: Posts $1.2MM Net Loss in Quarter Ended July 31
----------------------------------------------------------------
CounterPath, Corp., posted a net loss of $1,242,336 for three
months ended July 31, 2009, compared with a net loss 5,855,802 for
the same period in 2008.

The Company's balance sheet at July 31, 2009, showed total assets
of $17,510,784, total liabilities of $4,686,896 and a
stockholders' equity of $12,823,888.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that its
continuation as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the
Company to obtain necessary equity financing to continue
operations and to generate sustainable significant revenue.  There
is no guarantee that the Company will be able to raise any equity
financing or generate profitable operations.  As at July 31, 2009,
the Company has not yet achieved profitable operations and had an
accumulated deficit of $35,560,531 since incorporation.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?44f1

CounterPath Corporation (OTC:CPAH) focuses on the design,
development, marketing and sales of desktop and mobile application
software, conferencing server software, gateway server software
and related professional services, as pre- and post- sales
technical support and customization services. The Company's
software products are sold into the telecommunications sector,
specifically the voice over Internet protocol, unified
communications and fixed-mobile convergence markets.


COVENANT AT SOUTH HILLS: Indenture Trustee is Secured Creditor
--------------------------------------------------------------
WestLaw reports that the relevant documents did not grant a
creditor or its predecessor in interest a security interest in the
Chapter 11 debtor's property but, instead, the only security
interest granted was in favor of the indenture trustee, a
Pennsylvania bankruptcy court held.  The loan agreement executed
by the issuer and the debtor granted a security interest to the
original trustee, now the indenture trustee, and the issuer, which
assigned its interest to the indenture trustee.  The fact that the
conveyance under the loan agreement was for the creditor's and the
bondholders' benefit did not create a lien in favor of those
entities, much less a perfected security interest.  The trust
indenture constituted a conveyance of a security interest by the
issuer to the indenture trustee.  Under the reimbursement
agreement, the creditor's predecessor agreed to take merely a
beneficial interest in the indenture trustee's mortgage and
security interest, which did not entitle the creditor to assert
the rights of secured party.  Finally, the intercreditor agreement
recognized that the security interest and lien granted by the
debtor were granted to the indenture trustee.  In re Covenant at
South Hills, Inc., --- B.R. ----, 2009 WL 2837374 (Bankr. W.D.
Pa.) (Fitzgerald, J.).

The Covenant at South Hills, Inc., a seven-year-old nonprofit
affiliate of B'nai B'rith Housing Inc., operates a continuing care
retirement community, the construction of which was funded
primarily through the issuance of $59 million of tax exempt bonds
that were partially secured by letters of credit.  The Debtor
defaulted soon after obtaining the financing and the parties have
been trying to resolve the debt through a sale process.  The
Debtor filed for Chapter 11 protection (W.D. Pa. Case No. 09-
20121) on January 8, 2009, and is represented by David W. Lampl,
Esq., and John M. Steiner, Esq., at Leech Tishman Fuscaldo & Lampl
LLC in Pittsburgh.


CRESCENT FUELS: Sale of Assets Successfully Closed
--------------------------------------------------
NachmanHaysBrownstein, Inc., has successfully advised Crescent
Fuels, Inc., and its affiliates in connection with the sale of
substantially all of Crescent Fuels' assets to Florida Sunshine
Investments I, Inc.  This sale was conducted pursuant to Section
363 of the Bankruptcy Code, as administered under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Kansas.

In 2008, Crescent Fuels sold over 285 million gallons of motor
fuel through its wholesale and consignment relationships, as well
as through over 50 company-operated retail stores.

NHB was engaged as Crescent Fuels' exclusive financial advisor to
maximize value derived from the preparation, marketing, and
auction of substantially all of Crescent's assets through a
Section 363 sale process.  NHB-together with Crescent Fuels'
counsel, Spencer Fane Britt & Browne LLP-facilitated a competitive
auction for Crescent's assets on August 13, 2009 in Kansas City,
Missouri.  This auction was attended by over 20 independent
bidding groups, and resulted in multiple rounds of competitive
bidding.  On August 14, 2009, the Court approved the sale of
substantially all of the Crescent Fuels' assets through an offer
submitted by Florida Sunshine.  The transaction successfully
closed for an undisclosed price on September 4, 2009.

                  About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc., is one of the country's leading
turnaround and crisis management firms, having been included among
the ten or so "Outstanding Turnaround Firms" in Turnarounds &
Workouts for the past fourteen consecutive years.  NHB
demonstrates leadership in corporate renewal by creating value and
preserving capital through turnaround and crisis management,
financial advisory, investment banking and fiduciary services to
financially challenged companies throughout America, as well as
through their investors, lenders and trade creditors.  NHB focuses
on producing lasting performance improvement, and maximizing the
business' value to stakeholders by providing the leadership and
credibility required to reconcile the client's objectives,
economic reality and available alternatives to establish an
achievable goal.

NHB professionals have assisted businesses in nearly every
industry, and provides services for out-of-court turnarounds and
workouts, crisis and interim management, sale of businesses,
refinancing, recapitalization, and restructuring, litigation
support and expert testimony, and -- where necessary -- bankruptcy
planning and reorganization advisory and management services.
NHB's clients have ranged from a few million dollars in sales to
nearly $2 billion, and have included both publicly held and
privately owned companies, however most clients are middle market
businesses with sales between $25 million and $500 million.
NHB professionals consist of seasoned executives who have in-depth
experience in diverse fields including finance, operations,
engineering and systems.  Every NHB engagement is led by one of
the Principals of NHB, and NHB's practice takes its professionals
throughout North America and abroad.  NHB's referral sources
consist of the top lenders, equity and venture firms, and law
firms in the country.  Headquartered in Philadelphia, NHB also
maintains offices in Dallas, Boston, Los Angeles, New York, and
Wilmington, Delaware.

                        About Crescent Oil

St. Louis, Missouri-based Crescent Oil Company Inc. is a fuel
supplier for six Midwest states.  The Company and its affiliates -
- which includes Crescent Fuels, Inc., Berger -- filed for Chapter
11 bankruptcy protection on February 8, 2009 (Bankr. D. Kan. Case
No. 09-20258).  Lisa A. Epps, Esq., at Spencer Fane Britt & Browne
LLP assists the Debtors in their restructuring efforts.  According
to Bloomberg News, Crescent Oil listed $85.3 million in assets and
$88.8 million in debts.


CYNERGY DATA: Gets Temporary Approval to Obtain DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Cynergy Data, LLC, and its debtor-affiliates
to:

   -- obtain postpetition financing from Comerica Bank, as agent
      to the Working Capital DIP Lenders and Wells Fargo Foothill,
      LLC, and from Harris, N.A. and Moneris Solutions, Inc.; and

   -- use cash collateral of the prepetition secured lenders.

The Bankruptcy Court will consider final approval of the DIP
financing and the cash collateral use at a hearing on Oct. 1,
2009, at 3:00 p.m. (Eastern Time).  Objections, if any, are due on
Sept. 24, 2009.

The Debtors are in need of additional financing to continue to
operate their businesses.  The Debtors were unable to obtain
sufficient financing from sources other than those provided by the
DIP Lenders.

The Debtors also related that once their business has been
stabilized with the help of the DIP Facilities, they will to
pursue the effort already underway to sell substantially all of
their assets pursuant to Section 363 of the Bankruptcy Code.

                 Salient Terms of the DIP Facility

Borrower:           Cynergy Data, LLC

Guarantor:          Cynergy Data Holdings, Inc. and Cynergy
                    Prosperity Plus, LLC

Lenders:            Comerica Bank; Wells Fargo Foothill, LLC;
                    Harris, N.A.; Moneris Solutions, Inc.;

Commitment:         The Working Capital DIP Facility in an amount
                    equal to the lesser of (i) the amount of (A)
                    $9,000,000 less (B) the amount of the
                    outstanding prepetition senior lender
                    Forbearance Indebtedness as of the Petition
                    Date plus (C) the aggregate amount of payments
                    or proceeds of Collateral that are applied
                    after the petition date to reduce the amount
                    of prepetition senior lender Indebtedness and
                    (ii) $25,000,000; and

                    The Interchange DIP Facility in an aggregate
                    principal outstanding amount of up to
                    $7,500,000

Use of Proceeds:    All proceeds of the DIP Facilities shall be
                    used solely for working capital, general
                    corporate and other financing needs of the
                    Debtors in accordance with the Budget and any
                    subsequent budgets and Orders.

Term:               Upon entry of the Interim Order, the Debtors
                    may immediately request advances under the
                    Working Capital DIP Facility.

                    The Termination Date is the earlier of (A)
                    the date of consummation of a sale of
                    substantially all of the Debtors' assets, or
                    Oct. 16, 2009, unless other wise extended in
                    writing by the Prepetition Senior Agent,
                    Working Capital Lenders, and Interchange DIP
                    Lenders.

Interest Rate:      Either LIBOR Based Rate or Prime Based Rate
                    plus, in each case, an applicable margin of
                    10%, all as further defined in the Working
                    Capital DIP Facility Notes

Default Interest:   The non-default Interest Rate, plus 3%

Events of Default:  Customary

As adequate protection, the Debtors will provide:

   -- the Working Capital DIP lenders with superpriority claims
      and replacement liens that are valid, binding enforceable
      and fully perfected as of the date thereof;

   -- the Interchange DIP lenders with superpriority claims and
      replacement liens.

                         Cash Collateral

The Debtors are indebted to senior lenders pursuant to:

   1. Master Revolving Note with Comerica on July 24, 2009, in the
      principal of $4,316,807, and interest of $28,509;

   2. Master Revolving Note with Wells Fargo on July 24, 2009, in
      the principal of $4,683,192, and interest of $30,929;

   3. Revolving Credit Note with Comerica on Dec. 15, 2008, in the
      principal of $10,514,549, and interest of $130,993;

   4. Revolving Credit Note with Wells Fargo on Dec. 15, 2008, in
      the principal of $7,318,126, and interest of $91,171;

   5. Certain Term Loan A Note with Comerica on Aug. 1, 2008, in
      the principal of $9,155,772, and interest of $114,065;

   6. Certain Term Loan A Note with Wells Fargo on Aug. 1, 2008,
      in the principal of $13,154,845, and interest of $163,887;

   7. Certain Term Loan B Facility in the principal of
      $26,901,732, and interest of $429,867;

   8. Revolving Credit Note dated Dec. 15, 2008, in the principal
      of $9,050,000, and interest of $237,059; and

   9. fees and cost associated therewith.

The prepetition senior lender Indebtedness is secured by all
assets of the Debtors.  The prepetition subordinated indebtedness
is secured by third priority and continuing pledges, liens, and
security interests on and in the prepetition lender collateral.

The Debtors are authorized to use cash collateral to pay
(a) prepetition senior lender forbearance indebtedness; (b)
prepetition senior lender non-forbearance indebtedness; and (c)
Working Capital DIP Facility Indebtedness.

The Debtors will provide adequate protection to the prepetition
secured parties on account of their claims under the prepetition
loan documents for any diminution to the prepetition collateral.

Ableco Finance, A3 Funding LP, garrison Credit Investments I, LLC,
and Garrison Credit Opportunities Holdings L.P., as term B
Lenders, objected to the Debtors' motion to obtain postpetition
financing relating that:

   -- no consent was given to the priming liens and security
      interest due to the Working Capital DIP Lenders refusal to
      accommodate Term B Parties' request; and

   -- Term B Parties' interest in their collateral are not
      adequately protected.

                        About Cynergy Data

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

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

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

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

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


DAVITA INC: New Payment System Won't Affect Moody's 'Ba3' Rating
----------------------------------------------------------------
Moody's Investors Service commented that the release of a new
proposed payment system for renal dialysis facilities by the
Centers for Medicare & Medicaid Services on September 14, 2009,
has no immediate impact on DaVita, Inc.'s Ba3 Corporate Family
Rating or stable rating outlook.

The uncertainty around a change in reimbursement for end-stage
renal dialysis has been incorporated in DaVita's rating for some
time.  The change, which will become effective January 1, 2011,
was mandated in the Medicare Improvements for Patients and
Providers Act of 2008.  Consistent with expectations, under MIPPA
requirements the new rate will be set based on a standardized
amount for all services associated with the treatment of the
dialysis patient, including injectable drugs, such as EPO less a
2.0% reduction.

Moody's last rating action was on February 9, 2007, when a B1
rating was assigned to DaVita's senior note offering.  In a
separate action on that same day Moody's upgraded the company's
ratings, including the upgrade of the CFR to Ba3 from B1.

DaVita'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 of tolerance for risk.  These attributes
were compared against other issuers both within and outside of
DaVita's core industry and DaVita's ratings are believed to be
comparable to those other issuers of similar credit risk.

DaVita, headquartered in El Segundo, California, is an independent
provider of dialysis services in the US for patients suffering
from end-stage renal disease (chronic kidney failure).  DaVita's
services are predominantly provided in the company's outpatient
dialysis centers.  However, the company also provides inpatient
dialysis services through contractual arrangements in
approximately 700 hospitals, laboratory services and other
ancillary services.


DELTA AIR: Moody's Assigns 'Ba2' Ratings on $1 Bil. Facility
------------------------------------------------------------
Moody's Investors Service assigned Ba2 senior secured ratings to
the planned new $1.0 billion first lien senior secured credit
facility of Delta Air Lines, Inc., and the new $500 million first
lien senior secured notes to be issued by Delta.  Moody's also
affirmed all of its existing debt ratings of Delta and of its
wholly-owned subsidiary Northwest Airlines Corporation, including
the ratings on certain of each company's Enhanced Equipment Trust
Certificates.  The outlook is negative.  Moody's also withdrew the
SGL-2 speculative grade liquidity rating of Northwest.

The proceeds of the new credit facility and new notes will
primarily fund the payoff of the existing bank credit facility of
Northwest Airlines, Inc., which Northwest arranged as debtor-in-
possession and exit financing during its bankruptcy.  "The
retirement of the NWA Exit Facility is an important milestone in
Delta's merger integration plan," said Moody's Vice President,
Jonathan Root.  The new credit facilities and new notes will
equally and ratably share a first lien security interest in DAL's
Pacific Route System, which includes DAL's Pacific route
authorizations, landing slots and gate leaseholds related to
serving these routes.  Moody's expects the new credit facility to
include Fixed Charge coverage, Minimum Liquidity and Collateral
coverage financial covenants.

Moody's will withdraw the B2 rating on the NWA Exit Facility upon
its payoff and termination, which is a closing condition of the
new credit facility and new notes offering.  The withdrawal of the
SGL-2 speculative grade liquidity rating of Northwest considers
the termination of the NWA Exit Facility and that as part of the
expected near term legal merger of the two airlines, DAL is
performing liquidity management and treasury functions at the
enterprise level.  Moody's will maintain the separate corporate
family and probability of default ratings of Northwest until the
completion of the legal merger of the two airlines; which,
according to Delta, will result in it assuming the contractual
obligations of Northwest.  In that circumstance, the ratings of
Northwest's EETC's will be based on Delta's corporate family
rating.

The last rating action was on September 14, 2009, when Moody's
affirmed the respective B2 corporate family and probability of
default ratings of Delta and of Northwest and changed the
respective outlooks to negative.

Assignments:

Issuer: Delta Air Lines, Inc.

  -- Senior Secured Bank Credit Facility, Assigned Ba2, LGD1, 03%

  -- Senior Secured Bank Credit Facility, Assigned Ba2, LGD1, 03%

  -- Senior Secured Regular Bond/Debenture, Assigned Ba2, LGD1,
     03%

Withdrawals:

Issuer: Northwest Airlines Corporation

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing scheduled 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.


DELTA AIR: S&P Assigns 'BB-' Rating on $500 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Service assigned its 'BB-' rating and
'1' recovery rating to Delta Air Lines Inc.'s (B/Negative/--)
$500 million revolving credit, $500 million term loan, and
$500 million senior secured notes, a 144A without registration
rights.  The '1' recovery rating indicates S&P's expectation of
very high (90%-100%) recovery in a payment default scenario.  The
revolving credit is due three and one-half years from the closing
date, the term loan is four years from the closing date, and the
secured notes are due Sept. 15, 2014.

All material direct and indirect subsidiaries of Delta, including
Northwest Airlines Corp. (B/Negative/--) and Northwest Airlines
Inc. (B/Negative/--) guarantee each line of debt.  Delta plans to
merge Northwest Airlines Inc. into Delta Air Lines Inc. to form a
single legal entity once it has received a single operating
certificate from the Federal Aviation Authority, targeted for the
end of 2009.  The facilities and notes are secured pari passu by
Northwest Airlines Inc.'s and Delta Air Lines Inc.'s international
Pacific route rights.  Borrowings under the facilities will
refinance the existing $1.05 billion bankruptcy exit bank facility
revolving credit (of which $904 million is now outstanding)
available to Northwest Airlines Corp. and Northwest Airlines Inc.
and $200 million of the $500 million revolving credit (no
outstandings currently).

The outlook is negative.  Although Delta currently has liquidity
acceptable for the rating and will likely report narrower losses
than most other U.S. "legacy carriers," worse-than-expected fuel
prices and/or economic weakness could erode the company's
financial profile.  Assuming Delta succeeds in refinancing
$904 million of current maturities, the level of liquidity
(unrestricted cash, short-term investments, and available
committed bank borrowing capacity) below which S&P may lower its
rating is $4 billion (this is less than S&P's previous $5 billion
minimum, as S&P believes that the refinancing, by addressing half
of Delta's $1.8 billion of June 30, 2009, current debt maturities,
plus an expected trend of improving cash flow, improves the
company's liquidity situation).

"In assessing the credit implications of any level of liquidity,
S&P would consider also normal seasonal changes in cash and air
traffic liability (cash levels fluctuate somewhat with seasonal
ticket purchasing patterns, with the end of the second quarter
near the high point and the end of the fourth quarter near the low
point), upcoming debt maturities and other claims on cash, and the
company's expected operating cash flows," said Standard & Poor's
credit analyst Betsy R. Snyder.  "If Delta can weather the
downturn and industry conditions improve, and if it makes good
progress in its merger integration, S&P could revise the outlook
to stable," she continued.


DOUGHBOY LLC: Closes Locations Near Liberty & in Overland Park
--------------------------------------------------------------
Joyce Smith posted on Dollars & Sense that Doughboy LLC has closed
down its units near Liberty and in Overland Park.  According to
Dollars & Senes, an official with Uno Chicago Grill confirmed the
closings.

Overland Park, Kansas-based Doughboy, LLC, dba Uno Chicago Grill,
aka Pizzaria Uno Chicago Bar & Grill, owns three Uno Chicago Grill
restaurants.  Doughboy is owned by a group of nine mostly out-of-
town businessmen, including six physicians.  It operates stores on
47th and Jefferson streets on the Plaza, 8420 W. 135th Street in
Overland Park and 9050 N.E. Barry Road in Liberty.


DUNE ENERGY: S&P Downgrades Corporate Credit Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on oil and gas exploration and
production company Dune Energy Inc. to 'CCC' from 'CCC+'.  The
outlook is negative.  As of June 30, 2009, Houston, Texas-based
Dune had $317 million in debt.

"The rating action reflects Dune's worsening financial leverage
and potentially precarious liquidity situation," said Standard
& Poor's credit analyst David Lundberg.  S&P expects Dune's debt
to 2009 EBITDAX to be in the 8x area.  When S&P take into account
its preferred stock, the ratio increases to 14x.  Cash interest
expense has exceeded funds from operation during the first half
of the year.  When S&P also consider its capital expenditures
and changes in working capital, Dune's cash flow deficit was
$18 million during this timeframe.  As of June 30, 2009, the
company maintained $13 million in cash and had only a limited
amount of availability under its revolving credit facility that
matures next year.

The ratings on Dune Energy reflect the company's very aggressive
financial leverage, small size, uncompetitive cost structure,
and geographic concentration in the Gulf Coast.  Standard &
Poor's Ratings Services views the company's business risk
profile as vulnerable.  Based on a midyear reserve report, Dune
had 138 billion cubic feet equivalent of estimated total proved
reserves, while second-quarter production averaged 26 million
cubic feet equivalent (roughly 55% of which was natural gas and
45% liquids).  Reserves are concentrated in 23 producing fields
areas in the Gulf Coast region.  Four of these fields-Garden
Island Bay, Chocolate Bayou, Leeville, and Bayou Couba-account for
a disproportionately high percentage of production and future
drilling locations.

Liquidity will be the primary consideration in any future negative
rating actions.  If the company continues to incur a cash flow
deficit or does not make progress in renewing its revolver, then
the likelihood of default will increase, causing us to lower
ratings.  A revision to stable is unlikely absent a meaningful
increase in hydrocarbon prices that would allow the company to
significantly improve its credit ratios and liquidity position.


ECO2 PLASTICS: Restates Annual Report for Period Ended December 31
------------------------------------------------------------------
ECO2 Plastics, Inc., posted a net loss of $23,980,000 for fiscal
year ended Dec. 31, 2008, compared with a net loss of $32,626,000
for the same period in 2008.

The Company's balance sheet at Dec. 31, 2008, showed total assets
of $11,256,000, total liabilities of $6,618,000 and a
stockholders' equity of $4,638,000.

On March 19, 2009, Salberg & Company, P.A., in Boca Raton,
Florida, expressed substantial doubt about ECO2 Plastics, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for fiscal years ended Dec. 31,
2008, and 2007.  The auditor noted that the Company reported net
losses from inception, including a net loss and used cash for
operating activities during the year ended Dec. 31, 2008, and, as
of Dec. 31, 2008, had a working capital deficiency and an
accumulated deficit.

The Company filed an amendment on Form 10-K/A for the year ended
Dec. 31, 2008, to include disclosure in Item 9A Controls and
Procedures of an Order by the Securities and Exchange Commission
instituting cease-and-desist proceedings pursuant to Section 21C
of the Securities Exchange Act of 1934.  Despite material
weaknesses noted and its consent to the cease-and-desist order,
the Company believes that its financial statements contained in
this Form 10-K/A, which have not been restated from those included
in the Original Filing, fairly present its financial position,
results of operations and cash flows for the periods presented in
all material respects.

A full-text copy of the Company's Form 10-k/A is available for
free at http://ResearchArchives.com/t/s?4500

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4501

                       About ECO2 Plastics

ECO2 Plastics, Inc., has developed a unique and revolutionary
patented process and system -- Eco2TM Environmental System. The
Eco2 Environmental System cleans post-consumer plastics, without
the use of water, at a substantial cost savings versus traditional
methods. The company's success in developing additional marketable
products and processes and achieving a competitive position will
depend on, among other things, its ability to attract and retain
qualified management personnel and to raise sufficient capital to
meet its operating and development needs.


ENERGY PARTNERS: Judge Won't Amend Remarks vs. Fin'l Advisor
------------------------------------------------------------
A judge presiding over the Energy Partners Ltd. bankruptcy case
has refused to amend a harshly worded opinion that prevented the
official committee of unsecured noteholders from hiring investment
bank Houlihan Lokey Howard & Zukin Inc., according to Law360.

In its opinion handed down September 15, Judge Bohm said, for the
second time, that Houlihan was a "greedy hog".

As reported by the TCR on August 12, 2009, the Hon. Jeff Bohm of
the U.S. Bankruptcy Court for the Southern District of Texas
rejected the fee agreements entered by the statutory committees
with energy investment and merchant banking boutique Tudor,
Pickering, Holt & Co. LLC and Houlihan Lokey.

Tudor Pickering was advising the committee representing
shareholders in Energy Partners' bankruptcy, while Houlihan Lokey
worked for the official committee representing unsecured
noteholders.

Judge Bohm chided Tudor Pickering and Houlihan Lokey for arrogance
and described the fee deals as "outrageous", saying, "The men and
women of our nation's armed forces, who risk their lives to
preserve and protect the abundant freedoms of this country, earn
an annual salary that barely exceeds Tudor Pickering's proposed
$25,000-per-day appearance fee."  The two firms had sworn "under
oath that they will render services only if they immediately
receive a nonrefundable fee aggregating $1.0 million."

He said the firms weren't entitled to demand appearance fees, like
Tiger Woods.

                    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 effort.  The Debtors also tapped 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.


ERNIE HAIRE: Will be Renamed Elder Ford of Tampa After Sale
-----------------------------------------------------------
Michael Sasso at Tampa Bay Online reports that Ernie Harie Ford
Inc. will be renamed Elder Ford of Tampa, after Elder Automotive
Group won the right to acquire the Company in an auction in
August.  According to Tampa Bay, Elder Automotive paid
$6.5 million for Ernie Harie, including a $3.5 million payment to
the bankruptcy estate.  Ernie Harie, says Tampa Bay, will switch
ownership by October 15, when the deal is expected to close.
Elder Automotive said that it will bring the Company into its
fold, the report states.

Headquartered in Tampa, Florida, Ernie Haire Ford, Inc. --
http://ernie-haireford.dealerconnection.com-- has been a Ford
dealer for about 38 years.  The Company also sells used and new
automobiles.

The Company filed for Chapter 11 protection on November 24, 2008
(Bankr. M.D. Fla. Case No. 08-18672).  Attorneys at G. T. Hodges,
P.A., represent the Debtor in its restructuring effort.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million to $50 million each.


EXTENDED STAY: Line Trust & Deuce Support Calls for Examiner
------------------------------------------------------------
Line Trust Corporation Ltd. and Deuce Properties Ltd. support the
U.S Trustee's request for an appointment of an examiner to
investigate into what caused the bankruptcy filing of Extended
Stay Inc. and its affiliated debtors.

Stephen Meister, Esq., at Meister Seelig & Fein LLP, in New York,
contends that the term sheet detailing the Debtors' proposed
restructuring of their debt shows fraud and misconduct on the
part of Lightstone Group LLC Chairman David Lichtenstein.  Mr.
Meister notes that Mr. Lichtenstein led the investment consortium
that acquired the Debtors from Blackstone Group LP through a $7.4
billion loan that he availed from Wachovia Bank N.A., Bank of
America N.A, and Bear Stearns Commercial Mortgage Inc.  Mr.
Lichtenstein has been accused of being induced by lenders to put
the Debtors in bankruptcy to push out junior loan holders out of
the money in return for an indemnification against $100 million
in liabilities, and a $5 million budget to fight claims that
might be asserted by junior lenders.

Line Trust and Deuce Properties are investors that contributed
$214 million to the junior debt used for the acquisition of the
Debtors.

"In situations where issues of fraud and misconduct exist,
appointment of an independent examiner is necessary in order to
preserve the integrity of the bankruptcy process," Mr. Meister
asserts, on behalf of Line Trust and Deuce Properties.

Line Trust and Deuce Properties ask the Court to authorize the
examiner to issue a subpoena to compel the production of
documents and testimony of witnesses, and require that the
results of the examiner's investigation be made available to the
public.  They also urge the Court to permit the investigation of
agents, appraisers, advisors and attorneys of the Debtors, the
lenders and the investors that bought interests in the trust
where a portion of the $7.4 billion is deposited.

The Debtors' attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, said during a Sept. 10, 2009 hearing
that she expects the Court to approve the proposed examiner
appointment, according to Reuters.  The Examiner Motion is set
for hearing on Sept. 22, 2009.

A revised proposed order on the appointment of the examiner was
submitted to the Court on September 9, 2009, by the Office of the
U.S. Trustee.  A copy of the revised proposed order is available
for free at http://bankrupt.com/misc/ESIPropOrderExaminer.pdf


                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Oppose Payment of $875,000 Fees of CB Richard
------------------------------------------------------------
Extended Stay Inc. and its debtor affiliates oppose the payment
of fees, totaling $875,000, to CB Richard Ellis.

The amount represents half of CB Richard's fees, aggregating
$1.75 million, which the firm charged the Debtors for the period
from June 15 to 30, 2009, for reviewing the appraisal report
conducted by HVS Consulting & Valuation.  HVS Consulting was
hired by TriMont Real Estate Advisors Inc. and U.S. Bank National
Association to conduct valuation and appraisal of the Debtors'
portfolio of hotels.

TriMont is the special servicer of the Debtors' $4.1 billion
mortgage loan while U.S. Bank administers the trust where the
loan was deposited.

The Debtors object to payment of the fees because they are
unreasonable, particularly in light of the fact that TriMont and
U.S. Bank have retained HVS to perform essentially the same work,
says Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in
New York.

"While such review might be appropriate, the fees charged by [CB
Richard] for such work must be reasonable, both standing alone
and taken together with the other fees that the special servicer
has agreed to pay for similar services," she points out.

Standing alone, CB Richard's total fee is about $2,650 per
property.  Meanwhile, the total fee per property that TriMont has
agreed to pay to HVS and CB Richard, excluding the hourly fees of
the special servicer's advisor, PriceWaterhouseCoopers, which has
also been involved in the process, is about $6,600, according to
Ms. Marcus.

"Such amount is excessive and unreasonable," Ms. Marcus says,
adding that the 'per property fee ' is nearly double the $3,300
per property fee that the Debtors have agreed to pay their own
appraiser, PKF Consulting, for similar work.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Seeks Jan. 11 Extension for Lease Decision Deadline
------------------------------------------------------------------
Extended Stay Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the time within which they must decide on whether to assume or
reject their unexpired leases through January 11, 2010.

The Debtors currently have until October 13, 2009, to make
decisions on the unexpired leases.

Under Section 365(d)(4)(A) of the Bankruptcy Code, a debtor is
given 120 days after the filing of its chapter 11 case to either
assume or reject non-residential real property leases under which
it is the lessee.  The lease will be deemed rejected if the
debtor fails to assume it within the 120-day period.  The court,
however, may grant an extension of the deadline pursuant to
Section 365(d)(4)(B).

As of September 15, 2009, the Debtors have six unexpired non-
residential real property leases with these counterparties:

Lessor                        Leased Location
------                        ---------------
Claude A. Adams III           2504 North Carolina Highway 54
                               Durham, North Carolina

City of Spartanburg           100 Dunbar Street
                               Spartanburg, South Carolina

Hartz Mountain Devp't. Corp.  One Plaza Drive
                               Secaucus, New Jersey

Morelli Enterprises LP        8 East Swedesford Road
                               Malvern, Pennsylvania

NJ Metromall Urban            45 Glimcher Realty Way
Renewal Inc.                  Elizabeth, New Jersey

Paradise Homes                3045 South Maryland Parkway
                               Las Vegas, Nevada

The Debtors need additional time to evaluate and assess the value
of the Unexpired Leases so that they may assume or reject the
unexpired leases in a manner that maximizes value for their
estates, Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP,
in New York, says in court papers.

"The Debtors should not be forced at this early stage of their
Chapter 11 cases to incur administrative claims or reject what
may prove to be valuable or necessary assets before they have had
a full opportunity to explore their options with respect to the
unexpired leases in the context of the overall plan process," Ms.
Marcus asserts.

The Debtors assure the Court that pending their election to
assume or reject the Unexpired Leases, they will continue to
perform all of their undisputed obligations arising after the
Petition Date, including the payment of postpetition rent, in a
timely fashion.

The hearing to consider approval of the proposed extension is
scheduled for October 8, 2009.  Creditors and other concerned
parties have until October 2, 2009, to file their objections.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion.  Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FLYING J: Longhorn Investors Cuts Claims by $23MM Under Settlement
------------------------------------------------------------------
The Hon. Mary F. Walrath approved a settlement, which reduces
Longhorn Pipeline Investors LLC's claim against Flying J Inc.'s
Longhorn subsidiaries Longhorn Pipeline Inc., Longhorn Pipeline
Holdings LLC and Longhorn Pipeline Partners LP by $23 million to
an allowed secured claim of $192 million, according to Law360.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORD MOTOR: Credit Unit Sells $1 Billion of Five-Year Bonds
-----------------------------------------------------------
Ford Motor Credit has sold $1 billion of five-year bonds
underwritten by Citigroup, Bank of America Merrill Lynch, JPMorgan
Chase & Co., and Morgan Stanley, Kate Havwood at Dow Jones
Newswires reports, citing a person familiar with the matter.
According to Dow Jones, the source said that the bonds were priced
at a discount to par value at 98.805 cents on the dollar to give a
9% yield and an 8.7% coupon, and net proceeds of the bond sale
will go toward Ford Credit's general funds.

                  About Ford Motor Credit Company

Ford Motor Credit Company LLC -- http://www.fordcredit.com-- is
one of the world's largest automotive finance companies and has
supported the sale of Ford Motor Company products since 1959. Ford
Motor Credit is an indirect, wholly owned subsidiary of Ford. It
provides automotive financing for Ford, Lincoln, Mercury and Volvo
dealers and customers.

                         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 by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


FORUM HEALTH: Court Denies Exclusivity Period Extension
-------------------------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio has denied Forum Health Inc.'s request to extend
its exclusivity period until October 31, George Nelson as Business
Journal reports.

Business Journal relates that Heather Lennox -- who represents
MBIA insurance Corp., one of Forum Health's lenders -- told Judge
Woods that the lenders would seek the appointment of a Chapter 11
trustee to manage Forum, with a hearing on that motion scheduled
for October 20.  the report says that Forum Health CEO Walter
Pishkur said that the Company will oppose its senior lenders'
efforts to have the bankruptcy court appoint a trustee to operate
the health care system.

According to Business Journal, the lenders will also send notice
of a termination event, based on Forum Health's failure to file a
reorganization plan by Tuesday, as required under its cash
collateral agreement, triggering a disposition plan for Northside
Medical Center.  "The disposition plan was a plan that we agreed
to develop in case Northside violated one of the metrics and went
into default, and would include either a closure or sale of
Northside," Business Journal quoted Mr. Pishkur as saying.

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.


FRED LEIGHTON: Pushes Sale of Assets for $70 Million
----------------------------------------------------
Fred Leighton Holding Inc. has filed with the U.S. Bankruptcy
Court for the Southern District of New York a purchase agreement
that will be used as a template for the sale of substantially all
its assets for at least $70 million, according to Law360.

                        About Fred Leighton

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors.  The Official Committee of Unsecured Creditors has
retained Michael Z. Brownstein, Esq., and Rocco A. Cavaliere,
Esq., at Blank Rome LLP, as counsel.  No trustee or examiner has
been appointed in the cases.  The Debtors listed total assets of
$128,551,467 and total liabilities of $134,814,367 in their
schedules.


GENERAL GROWTH: 8 CMBS Debtors' Schedules of Assets & Debts
-----------------------------------------------------------
Eight commercial mortgage-backed asset debtor affiliates of
General Growth Properties, Inc., disclose these assets and
liabilities:

  Debtor                                  Assets     Liabilities
  ------                                  ------     -----------
  1120/1140 Town Center Drive, LLC   $19,733,524     $21,942,935
     See http://bankrupt.com/misc/09_12042SAL.pdf

  Ho Retail Properties II
  Limited Partnership                $13,555,831    $12,188,271
     See http://bankrupt.com/misc/09_12165SAL.pdf

  Howard Hughes Properties,
  Limited Partnership                    $35,906         $14,482
      See http://bankrupt.com/misc/09_12171SAL.pdf

  Providence Place Holdings, LLC              $0              $0
      See http://bankrupt.com/misc/09_12233SAL.pdf

  RASCAP Realty, Ltd.                         $0     $95,299,167
     See http://bankrupt.com/misc/09_11967SAL.pdf

  RS Properties, Inc.               $144,206,996     $94,245,539
     See http://bankrupt.com/misc/09_12265SAL.pdf

  Two Willow Company, LLC                     $0              $0
     See http://bankrupt.com/misc/09_12296SAL.pdf

  Visalia Mall, L.P.                 $65,394,881    $41,744,110
     See http://bankrupt.com/misc/09_12309SAL.pdf

                       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: 8 CMBS Debtors' Statements of Fin'l Affairs
-----------------------------------------------------------
Five debtor affiliates of General Growth Properties, Inc.,
disclose that they received income from the operation of their
businesses during the two years immediately preceding the
Petition Date:

Debtor-affiliate             Period                  Amount
----------------             ------                  ------
Ho Retail Properties          2007                $2,790,969
II Limited Partnership        2008                $2,787,743
                             03/31/08 YTD            $637,184

RS Properties Inc.            2007               $22,061,654
                               2008               $20,526,745
                             03/31/08 YTD          $4,346,036

Visalia Mall, L.P.            2007               $11,377,950
                               2008               $10,825,337
                             03/31/08 YTD          $2,497,279

1120/1140 Town Center         2007                $2,519,928
Drive, LLC                    2008                $2,321,353
                             03/31/08 YTD            $608,443

Howard Hughes Properties,     2007                  $154,102
Limited Partnership           2008                   $74,880
                             03/31/08 YTD             ($3,229)

These Debtors also disclose the income they received, during the
two years immediately preceding the Petition Date, from sources
other than from the operation of their businesses:

Debtor-affiliate             Period                  Amount
----------------             ------                  ------
Ho Retail Properties          2007                  $110,861
II Limited Partnership        2008                  $119,274
                             03/31/08 YTD             $19,550

RS Properties Inc.            2007                  $582,059
                               2008                  $515,866
                             03/31/08 YTD             $61,254

Visalia Mall, L.P.            2007                  $434,847
                               2008                  $243,873
                             03/31/08 YTD             $37,203

  1120/1140 Town Center        2007                   $55,901
  Drive, LLC                   2008                   $45,571
                             03/31/08 YTD             $19,489

  Howard Hughes Properties,    2007                       $21
  Limited Partnership          2008                      $324
                             03/31/08 YTD                  $0

Providence Place Holdings, LLC, RASCAP Realty, Ltd., and Two
Willow Company, LLC, disclose that they did not receive any
during the two-year period before the Petition Date, from the
operation of their businesses or from other sources other than
from the operation of their businesses.

These Debtors disclose net payments made to creditors within 90
days prior to the Petition Date:

  Debtor                                              Amount
  ------                                              ------
  Ho Retail Properties II Limited Partnership       $125,567
  RS Properties Inc.                                $583,247
  Visalia Mall, L.P.                                $255,228
  1120/1140 Town Center Drive, LLC                  $139,590
  Howard Hughes Properties, Limited Partnership      $46,254

Full-text copies of the Statement of Financial Affairs are
available for free at:

  * 1120/1140 Town Center Drive, LLC
       See http://bankrupt.com/misc/09_12042SOFA.pdf

  * Ho Retail Properties II Limited Partnership
       See http://bankrupt.com/misc/09_12165SOFA.pdf

  * Howard Hughes Properties, Limited Partnership
       http://bankrupt.com/misc/09_12171SOFA.pdf

  * Providence Place Holdings, LLC
       See http://bankrupt.com/misc/09_12233SOFA.pdf

  * RASCAP Realty, Ltd.
       See http://bankrupt.com/misc/09_19967SOFA.pdf

  * RS Properties, Inc.
       See http://bankrupt.com/misc/09_12265SOFA.pdf

  * Two Willow Company, LLC
       See http://bankrupt.com/misc/09_12296SOFA.pdf

  * Visalia Mall, L.P.
       See http://bankrupt.com/misc/09_12309SOFA.pdf

                       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: GGP-Tucson Mall's Schedules of Assets and Debts
---------------------------------------------------------------
A.  Real Property
    Owned
     Mall - Tucson, Arizona                       $170,626,685

B.  Personal Property

B.1 Cash on hand
    Petty cash - cash drawer                               680

B.2 Checking accounts
    Bank of America                                     13,015

B.3 Security deposits
    Tucson Mall                                          1,300
    Tucson Electric Power Co.                          120,000

B.9 Interests in insurance policies
    Lexington Insurance Company Lead & Others            9,784
    Liberty Insurance Co. - GL, WC, Auto                 2,276

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                             2,344,241

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  10,934

B.28 Office equipment, furnishings, and supplies        14,052

B.29 Machinery, fixtures, equipment and supplies     1,087,772

B.35 Other personal property
     Prepaid expenses and other assets                 113,738

    TOTAL SCHEDULED ASSETS                        $174,344,477
    ==========================================================

D. Creditors Holding Secured Claims
   Secured Debt
    Wachovia Securities                           $119,697,619
   Secured Tax Claims
    Pima County Treasurer's Office                           0

E. Creditors Holding Unsecured Priority Claims
   Priority Claims - Sales and Use Tax Liabilities
    Arizona Department of Revenue                            0
    City of Tucson Accounts Receivable                       0
   Priority Claims - Franchise Tax Claims
    City of Tucson - License Section                         0
    Delaware Secretary of State                              0

F. Creditors Holding Unsecured Non-priority Claims
   Accounts Payable                                    647,915
    See http://bankrupt.com/misc/F1AccountsPayable.pdf

   Litigation
    Diaz, Patricia                                Unliquidated
    Easter, Jorene                                Unliquidated
    Levine, Myles                                 Unliquidated
    Postel-West, Inc.                             Unliquidated
   Tenant Obligations                                    1,669

   TOTAL SCHEDULED LIABILITIES                    $120,347,203
   ===========================================================

                       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: GGP-Tucson Mall's Statement of Fin'l Affairs
------------------------------------------------------------
GGP-Tucson Mall L.L.C. tells the Court that during the two years
preceding the Petition Date, it received income from gross sales
from operations, excluding intercompany operations:

Year                     Income
----                     ------
2007                   $26,925,897
2008                    25,807,965
2009                     6,267,087

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                   $826,951
2008                    679,406
2009                    112,046

Mr. Hoyt says that the Debtor made payments aggregating
$1,032,562 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/ggp-tucson_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/ggp-tucson_paymentstoinsiders.pdf

The Debtor is a party to seven administrative proceedings.

The Debtor also recorded losses aggregating $204 due to mall
property damages caused by sink hole and vehicular accident, one
year before the Petition Date.

In addition, GGP-Tucson sold to Tucson Anchor Acquisition, LLC, a
parcel of lot for $0 value in March 2009.

In the ordinary course of business, GGP-Tucson may be obligated
to withhold amounts from the paychecks of various regular
employees in connection with garnishment orders or other state
law withholding orders.  GGP-Tucson believes that these amounts
do not constitute property of the estate, thus it did not list
those amounts.  GGP-Tucson 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, GGP-Tucson 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, GGP-Tucson
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: White Marsh Debtors' Schedules of Assets & Debts
----------------------------------------------------------------
Three Debtor affiliates of General Growth Properties, Inc.,
disclose these assets and liabilities:

  Debtor                                  Assets     Liabilities
  ------                                  ------     -----------
  White Marsh General Partnership       $238,227    $187,652,976
     See http://bankrupt.com/misc/09_12000SAL.pdf

  White Marsh Mall Associates       $247,556,416              $0
     See http://bankrupt.com/misc/09_12001SAL.pdf

  White Marsh Mall, LLC                       $0              $0
     See http://bankrupt.com/misc/09_12317SAL.pdf

                       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: White Marsh Debtors' Statements of Fin'l Affairs
----------------------------------------------------------------
White Marsh General Partnership discloses that it earned income
from employment or operation of its business during the two-year
period immediately preceding the Petition Date:

  Year                                      Amount
  ----                                      ------
  12/31/2007 Annual Gross Revenue        $26,760,883
  12/31/2008 Annual Gross Revenue        $27,179,167
  03/31/2009 YTD Gross Revenue            $6,445,514

White Marsh GP also discloses that it earned income from other
sources, including disposition of assets, finance interests
income, royalty revenue, vending income, sponsorship, and
advertising venues and sales during the two years before the
Petition Date:

  Year                                      Amount
  ----                                      ------
  2007                                    $578,894
  2008                                    $553,613
  03/31/09 YTD                            $117,975

White Marsh Mall, LLC, and White Marsh Mall Associates disclose
that they did not receive any income from employment or operation
of their businesses nor from other sources other than from
employment or operation of their businesses during the two year
period immediately preceding the Petition Date.

White Marsh Mall Associates discloses that it paid a total of
$711,160 to creditors during the 90-day period before the
Petition Date.

White Marsh GP says it incurred losses, valued at $48,132, due to
mall property damage during the one year period immediately
before the Petition Date.

Full-text copies of the Statements of Financial Affairs are
available for free at:

* White Marsh General Partnership
      See http://bankrupt.com/misc/09_12000SOFA.pdf

* White Marsh Mall Associates
       See http://bankrupt.com/misc/09_12001SOFA.pdf

* White Marsh Mall, LLC
     See http://bankrupt.com/misc/09_12317SOFA.pdf

                       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: MLCO's Statement of Financial Affairs
-----------------------------------------------------
Motors Liquidation Company discloses that it earned income from
the operation of its business within two years preceding the
Petition Date:

    Year                                     Amount
    ----                                     ------
    12/31/2007 Annual Gross Revenue    $103,783,252,099
    12/31/2008 Annual Gross Revenue     $80,378,963,568
    05/31/2009 YTD Gross Revenue        $18,822,373,561

The Debtor also discloses income it earned other than from the
operation of its business within two years preceding the Petition
Date:

    Year                                     Amount
    ----                                     ------
    2007                                 $10,783,747,414
    2008                                  $9,845,847,517
    YTD 2009                              $3,639,592,285

The Debtor says it made payments totaling $3,431,210,304 to
creditors within 90 days before the Petition Date.  A schedule of
the 90-Day Payments is available for free at:

           http://bankrupt.com/misc/MLCO_sofa3B.pdf

The Debtor also made payments totaling $37,233,168 to insiders
within the one year immediately preceding the Petition Date,
including payments to:

   Insider                               Amount
   -------                               ------
   Carl-Peter Forster                  $1,267,528
   Frederick Henderson                  1,916,892
   Richard Wagoner, Jr.                 1,727,095
   Kenneth Cole                         1,466,076
   Lawrence Burns                       1,392,672
   Maureen Kempston Darkes              1,555,154
   Raymond Wexler                       1,393,451
   Robert Lutz                          1,622,874
   Steven Harris                        1,444,633
   Thomas Stephens                      1,658,772
   Tony Clarke                          1,152,717

A schedule of the Insider Payments is available for free at:

          http://bankrupt.com/misc/MLCO_sofa3C.pdf

The Debtor further discloses that it is a party to thousands of
suits and administrative proceedings, executions, garnishments and
attachments.  An 852-page schedule of the Suits is available for
free at http://bankrupt.com/misc/MLCO_sofa4A.pdf

The Debtor also gave gifts totaling $4,694,404 within the one year
before the Petition Date.  A schedule of the Gifts is available
for free at http://bankrupt.com/misc/MLCO_sofa7.pdf

The Debtor says it paid a total of $383,785,103 to firms for
services related to debt counseling or bankruptcy:

  Firm                                          Amount
  ----                                          ------
  AlixPartners, LLP                          $59,628,406
  Dewey LeBoeuf                               11,144,631
  Ernst & Young                               72,222,871
  Evercore Group LLC                          30,627,253
  Garden City Group                           11,187,622
  Honigman, Miller, Schwartz and Cohn LLP     17,697,878
  Jenner & Block, LLP                         25,665,495
  Kekst and Company Inc.                       1,177,349
  Morgan Stanley                              46,611,501
  PricewaterhouseCooper LLP                   51,786,485
  Weil, Gotshal & Manges LLP                  56,035,611

The Debtor also transferred other properties as security within
the two years immediately preceding the Petition Date.  A schedule
of the Other Transfers is available for free at:

          http://bankrupt.com/misc/MLCO_sofa9.pdf

The Debtor says it has received notice from a governmental agency
regarding environmental information.  A schedule of the notice and
information is available for free at:

         http://bankrupt.com/misc/MLCO_sofa17A.pdf

The Debtor also provided notice to governmental agencies related
to environmental information.  A schedule of the notice and
information is available for free at:

        http://bankrupt.com/misc/MLCO_sofa17B.pdf

The Debtor also discloses that it is a party to administrative
proceedings relating to environmental laws.  A schedule of the
Proceedings is available for free at:

         http://bankrupt.com/misc/MLCO_sofa17C.pdf

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: MLCS LLC's Schedules of Assets & Liabilities
------------------------------------------------------------
A.   Real Property
     GMVM - Wilmington Assembly
     801 Boxwood Road
     P.O. Box 1512 - 19899
     Wilmington, Delaware 19804                     $13,811,523

B.   Personal Property

B.13 Stock and Interests                           Undetermined

B.14 Interests in partnerships & joint venture     Undetermined
     See http://bankrupt.com/misc/MLCSLLC_B13&B14.pdf

B.28 Office Equipment
     Furniture and fixtures                               2,534
     Information systems: PC/Server/Test                 11,226
     Number controller/manufacturing computer            46,683

B.29 Machinery, equipment and supplies in business
     Processing Equipment                             5,042,949
     Other Production Equipment                       3,500,521
     Others                                           1,920,789

    TOTAL SCHEDULED ASSETS                          $24,336,225
    ===========================================================

D.   Creditors Holding Secured Claims              Undetermined
     See http://bankrupt.com/misc/MLCSLLC_SchedD.pdf

F.   Creditors Holding Unsecured
       Non-priority Claims                         Undetermined
         See http://bankrupt.com/misc/MLCSLLC_SchedF.pdf

     TOTAL SCHEDULED LIABILITIES                               0
     ===========================================================

Complete schedules of the executory contracts and unexpired leases
to which the Debtor is a party is available for free at:

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

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: MLCS LLC's Statement of Financial Affairs
---------------------------------------------------------
During the two years immediately preceding the Petition Date,
Debtor MLCS, LLC, formerly Saturn LLC, generated income from
employment or the operation of its business in these amounts:

Source                                   Amount
------                               --------------
12/31/2007 Annual Gross Revenue      $5,094,234,452
12/31/2008 Annual Gross Revenue      $4,595,111,939
05/31/2009 YTD Gross Revenue            274,505,262

As of May 31, 2009, the Debtor also generated an income of
$2,280,498 from sources other than from its employment or
operation of business.

David F. Head, vice president and assistant secretary at MLCS,
LLC, disclosed that within one year to the Petition Date, the
Debtor became a party to various proceedings pending before
multiple Courts in different states.  A schedule of the lawsuits
is available for free at:

          http://bankrupt.com/misc/MLCSLLC_SoFA4a.pdf

According to Mr. Head, MLCS, LLC, also made charitable
contributions, totaling $183,650 to these entities within one year
to the Petition Date:

                                                     Contributed
  Payee                        Address                  Amount
  -----                        -------               -----------
  Rippavilla/Spring Hill       5700 Main St.           $150,000
                               Spring Hill, TN

  United Way                   660 Woodward Avenue       33,650
                               Ste. 300
                               Detroit, Michigan

Mr. Head disclosed that within six years prior to the Petition
Date, MLCS, LLC, has been responsible for contributing to Saturn
IRP (PN 002), a retiree health plan that consists of individually
owned accounts.  There have been no contributions made since 1999,
Mr. Head noted.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Nov. 30 Bar Date for Pre-Bankruptcy Claims Set
--------------------------------------------------------------
Motors Liquidation Company and its debtor-affiliates obtained an
order from the Bankruptcy court establishing:

  (1) November 30, 2009, at 5:00 p.m. (Eastern Time), as the
      deadline for all persons or entities, other than
      governmental units, defined in Section 101(27) to file
      proofs of claim, including claims under Section 503(b)(9);
      and

  (2) November 30, 2009, at 5:00 p.m. (Eastern Time), as the
      deadline for all Governmental Units to file proofs of
      claim.

Proofs of claim must:

      -- be written in the English language;

      -- be denominated in the U.S. currency as of the Petition
         Date;

      -- conform substantially to the Proof of Claim Form or the
         Official Bankruptcy Form No. 10;

      -- specify the Debtor against which the claim is filed;

      -- set forth with specificity the legal and factual basis
         for the alleged claim;

      -- include supporting documentation or an explanation as
         to why documentation is not available; and

      -- be signed by the claimant or an authorized agent of the
         claimant.

Prior to the entry of the bar date order, the Ad Hoc Asbestos PI
Committee, filed an objection.  While the Debtors contend that
establishing the deadline for creditors to file their claims in
the Chapter 11 cases will enable the Debtors to process and
analyze creditors' claims, the Bar Date would serve no purpose for
asbestos personal injury claims, Peter C. D'Apice, Esq., at
Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation,
in Dallas, Texas, argued.  Mr. D'Apice said that the proposed Bar
Date and Notice Procedures "do not provide adequate notice to the
numerous and far-flung holders of asbestos personal injury
claims."

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Old GM & Unions Enter Into Settlement Pact
----------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on September 16, 2009, Motors Liquidation Company
disclosed its entry into a settlement agreement with General
Motors Company, the IUE-CWA, the Industrial Division of the
Communications Workers of America, AFL-CIO, CLC and the United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union.

Under the Settlement Agreement, the IUE-CWA and the USW have, as
authorized representatives under Sections 1114 and 1113 of the
Bankruptcy Code agreed to withdraw and release all claims against
Motors Liquidation and GM relating to retiree health care benefits
and basic life insurance benefits and pursuant to any collective
bargaining agreements.  In exchange, IUE-CWA, USW and any other
union that agrees to the Settlement Agreement will be granted an
allowed prepetition unsecured claim in Motors Liquidation's
bankruptcy case, for $1 billion with respect to retiree health and
life insurance benefits for the post-age-65 retirees, post-age-65
surviving spouses and under-age-65 retirees or surviving spouses
disqualified for retiree health care benefits from GM under the
Settlement Agreement due to Medicare eligibility.

Moreover, GM and Motors Liquidation have agreed to continue
providing retiree health care for eligible IUE-CWA and USW
retirees in accordance with Motors Liquidation's Health Care
Program for Hourly Employees through December 31, 2009.  Pursuant
to the Agreement, GM has agreed to assume from Motors Liquidation
an IUE-CWA agreement known as "Moraine Closure Agreement," subject
to certain modifications.  In addition, GM has agreed to provide
certain retirement health care and life insurance benefits, as
well as certain pension benefits, to certain retirees and
surviving spouses represented by the IUE-CWA, USW and any other
union that agrees to the Settlement Agreement.

Motors Liquidation Vice President and Treasurer James Selzer
discloses that the Settlement Agreement will not be effective
unless and until approved by the Bankruptcy Court.

A full-text copy of the Settlement Agreement executed
September 10, 2009 is available for free at:

           http://ResearchArchives.com/t/s?44e6

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Old GM's Plan Filing Deadline Moved to Jan. 27
--------------------------------------------------------------
Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York extended the period within which
Motors Liquidation Company and its debtor-affiliates may:

(1) file a Chapter 11 plan through and including January 27,
     2010; and

(2) solicit acceptances of that plan through and including
     March 29, 2010.

Prior to the Court's Order, the Official Committee of Unsecured
Creditors, in support of the Debtors' extension request, said that
extending the Exclusive Periods is warranted, emphasizing that the
panel will work closely with the Debtors not only in efficiently
winding down the Debtors' estates, but also developing a Chapter
11 plan.

The Creditors' Committee has a substantial interest in the
formulation and confirmation of an appropriate Chapter 11 plan,
which will ensure timely distribution to holders of allowed
unsecured claims, according to the Committee's counsel, Adam C.
Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York.

The Creditors' Committee hopes and anticipates that the Debtors
will work cooperatively with the Committee to identify the issues
and critical paths necessary towards the development of a
confirmable Chapter 11 plan, Mr. Rogoff reiterated.

According to Harvey R. Miller, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors have made substantial progress in
their Chapter 11 cases.  In only three months, the Debtors have:

  -- completed the sale of substantially all their assets
     pursuant to Section 363 of the Bankruptcy Code to NGMCO,
     Inc., a U.S. Treasury-sponsored purchaser, which
     Transaction resulted in substantial recoveries to the
     estates and preservation of employment for 235,000
     employees;

  -- negotiated and executed an agreement with the Debtors'
     largest secured creditor, the U.S. Treasury, to provide the
     Debtors with a postpetition Wind-Down Credit Facility of
     $1.175 billion, which proceeds are to be used by the
     Debtors to wind down their affairs;

  -- retained dozens of professionals to assist in the
     administration of the estates, including the professionals
     at AlixPartners, who have taken the lead in compiling
     information related to the Debtors' business and
     administering the estates, local and foreign counsel, as
     well as investment banking and accounting professionals;

  -- analyzed more than 700,000 contracts, and, filed omnibus
     motions to reject more than 250 executory contracts and
     unexpired leases of nonresidential real property;

  -- conducted a comprehensive, objective, and quantitative
     evaluation of each of the Debtors' 6,000 dealerships,
     negotiated with each of them, and rejected approximately 38
     dealerships in total;

  -- established global procedures for asset sales;

  -- filed a request to establish a bar date for the filing of
     claims; and

  -- responded to countless inquiries related to the status of
     The Chapter 11 cases and specific contract counterparty
     demands.

Despite the substantial progress achieved by the Debtors, an
extension of the Exclusive Periods is customary, as well as
essential, in the context of their Chapter 11 cases, which are
"among the largest and most complex ever filed in the United
States," according to Mr. Miller.

Mr. Miller specifies that while the interests of economic
stakeholders have been enhanced through the Sec. 363 Transaction,
the Debtors continue to work on substantial post-closing
contingencies, which inhibit them from filing a confirmable
Chapter 11 plan at this time.

Mr. Miller further relates that the Debtors have approximately
2,500,000 creditors and equity security holders and are parties
more than 700,000 executory contracts.  Thus, with the several
thousands of claims expected be filed in the Debtors' cases, 120
days is simply inadequate to evaluate the universe of assets
belonging to, and claims asserted against, the estates, and
prepare a disclosure statement containing adequate information.

In this regard, any Chapter 11 plan proposed by the Debtors prior
to meaningful analyses of the claims ultimately filed "would be
premature and could actually lead to protracted litigation and a
delay of confirmation of a plan," Mr. Miller contends.

Mr. Miller relates that in connection with their wind-down
efforts, the Debtors have been working closely with their key
constituencies to address the issues critical to developing and
implementing a plan.  Therefore, the Proposed Exclusive Periods
Extensions are not meant to pressure creditors into accepting a
plan they find unacceptable, but to develop and build consensus
for a Chapter 11 plan.

Ultimately, the Extension will allow the Debtors to wind-down
their estates in an orderly, efficient, and cost-effective way,
analyze potential recoveries.  Most importantly, afford the
Debtors a full and fair opportunity to negotiate, propose, and
seek acceptances of a Chapter 11 plan.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Proposes to Reimburse Ex-Directors' Fees
--------------------------------------------------------
In December 2006, the Independent Directors of Old GM retained
Cravath, Swaine & Moore LLP to advise and represent them with
respect to various corporate governance matters and in carrying
out their duties as directors.  Cravath was selected to represent
the Independent Directors because of its extensive experience
counseling corporations and their independent directors in
connection with complex and sophisticated transactions and other
matters requiring strategic planning and considerations.

In connection with the Independent Directors' engagement of
Cravath, Old GM agreed to pay Cravath's fees and expenses for
representing the Independent Directors individually, thereby
reimbursing the Independent Directors' expense of retaining
counsel, independent of Old GM's counsel, for themselves in
connection with their Board service.

Cravath's work on behalf of the Independent Directors continued
through the Petition Date and until the closing of the 363 Sale,
at which time Cravath concluded its representation of the
Independent Directors, except to the extent of any litigation
against the Independent Directors.

In this regard, the Debtors seek the Court's authority to
reimburse, by direct payment, the Old GM former independent
directors for legal fees and related expenses incurred by the
Independent Directors through their retention of Cravath.

In connection with the Representation, in December 2008, Cravath
received a retainer of $1,000,000 that was applied monthly to fees
and costs and expenses as they were incurred.  Old GM replenished
the retainer monthly to $1,000,000.  Immediately before the
Petition Date, Cravath applied $700,201 of the retainer in payment
due from Old GM as compensation for professional services,
including services performed in connection with the commencement
of Old GM's Chapter 11 cases and the 363 Sale, as well as for the
reimbursement of reasonable and necessary expenses incurred in
connection therewith, leaving a retainer balance as of the
Petition Date of $299,799.

Since the Petition Date and through August 24, 2009, the
Independent Directors have incurred more than $280,000 in fees and
$413 in costs and expenses for work done by Cravath in connection
with the Representation, including the 363 Sale and the matters
required to assist counsel for Old GM in the preparation of the
matter.  The Debtors propose to allow Cravath to use the retainer
balance to satisfy the amounts owing to Cravath by the Independent
Directors as of August 24, 2009, in the amount of $280,413.  The
remaining $19,385 of funds in the retainer would then be returned
to the Debtors.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Remy Int'l Wants Stay for Claims Prosecution
------------------------------------------------------------
Remy International, Inc., formerly known as DRA Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York to
extend the automatic stay to prevent the prosecution of claims in
various courts around the United States that seek monetary damage
from Remy for personal injuries or wrongful death based on
exposure to General Motors Corporation's manufactured products or
GM-owned plants or facilities.

If the Bankruptcy Court is not inclined to extend GM's automatic
stay to Remy, Remy seeks a preliminary injunction preventing
further prosecution of the PI cases as against Remy in order to
avoid prejudice to GM's estate, and seek that the injunction
become permanent at the time of approval of a plan of
reorganization in GM's bankruptcy cases.

Remy has been named in several lawsuits for the sole reason that
it purchased the assets, including the name, of the Delco Remy
division of GM, N. Kathleen Strickland, Esq., at Ropers, Majeski,
Kohn & Bentley, in San Francisco, California, tells the Bankruptcy
Court.

The plaintiffs in those lawsuits have sued both GM and Remy.  Ms.
Strickland says in each of those lawsuits, GM has agreed to defend
and indemnify Remy since the lawsuits are based on GM manufactured
products or GM owned premises.  In other words, any liability of
Remy could only be derivative of GM and GM products or premises,
she explains.  Hence, since those lawsuits are now stayed as to GM
pursuant to the automatic stay of the bankruptcy court, Remy only
seeks to have that same stay extend to Remy since GM has been
defending Remy in these cases due to GM's contractual obligations
to Remy under an Asset Purchase Agreement by and among DR
International, Inc., DRA, Inc. and General Motors Corporation
dated July 13, 1994, Ms. Strickland states.

According to Ms. Strickland, pursuant to the Agreement, GM
retained certain liabilities relating to the assets being sold
under that agreement.  Among the "Retained Liabilities" are:

  (i) any liability or obligation of GM existing as a result of
      any act, failure to act or other state of facts or
      occurrence which constitutes a breach or violation of any
      of GM's representations, warranties, covenants or
      agreements contained in this Agreement;

(ii) any product liability claim of any nature in respect
      of products of the Businesses [GM] manufactured on or
      prior to the Closing Date;

(iii) any obligation or liability arising under any Contract,
      instrument or agreement that (a) is not transferred to
      Purchaser as part of the Purchased Assets; and

(iv) liabilities in connection with any matter as to which GM
      has responsibility or liability under Article VIII
      [entitled 'Environmental Matters'].

In conjunction with GM's retention of the "Retained Liabilities,"
in the Agreement, GM agreed to indemnify and hold Remy harmless
from any damages relating to the Retained Liabilities, Ms.
Strickland points out.

Ms. Strickland says on July 16, 2009, GM, by way of the e-mail
from Maynard Timm, a staff of GM, informed Remy that it did not
intend to continue to honor the Agreement.

With respect to GM's intention to not continue to honor the
Agreement, MS. Strickland asserts that when certain "unusual
circumstances" exist, the automatic stay may apply to actions
against non-debtors "whose interest are so intimately intertwined
with those of the debtor that the latter may be said to be the
real party in interest," for all practical purposes, GM is Remy in
these cases because these were GM products or GM facilities.

Ms. Strickland further asserts that it is only just that the stay
be extended as to Remy because by accepting the tender GM has
admitted that it is responsible for those cases, not Remy.
Certainly, where it can be said that debtor and the non-bankrupt
party can be considered one entity or as having a unitary
interest, a Section 362(a)(1) of the Bankruptcy Code stay may
suspend the action against a non-bankrupt party, Ms. Strickland
argues.

Furthermore, Ms. Strickland contends that Remy is entitled to a
preliminary injunction enjoining the GM Cases as against Remy.  A
finding against Remy in the cases may serve as a finding against
GM, even though GM is no longer a party to those cases, and the
finding could trigger additional claims by third parties against
GM's Estate, she points out.  Moreover, a finding against Remy
would trigger an indemnification claim by Remy against GM's Estate
pursuant to the APA, and would also trigger a claim by Remy
against any of GM's applicable insurance policies, thus both
causing Remy to file an amended, or increased, claim against GM's
Estate, also in order to enforce the Agreement.

The Bankruptcy Court will convene a hearing to consider this
motion on October 6, 2009, at 9:45 a.m., Prevailing Eastern Time.
Objections will be due by October 1.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Venezuela Unit Lost Output Due to Shutdown
----------------------------------------------------------
Due to a three-month plant shutdown brought about by government
currency rules, GM Venezuela, lost 25,000 vehicles, according to
Matthew Walter and Daniel Cancel of Bloomberg.com on September 9,
2009.

GM's Venezuela plant, which resumed operation on September 7, has
recalled only 2,000 of its 3,000 workers and is now producing only
33% less of its 450 vehicle daily output due to delays in getting
government approval to buy currency at the official rate to pay
foreign suppliers, Ronaldo Znidarsis, president of General Motors
Venezolana CA said.

Government approval to companies buying dollars at the official
rate has plunged this year, due to a collapse in oil prices which
threatened Venezuela's dollar reserves, Bloomberg related.

GM, which produces the three best selling cars in Venezuela, may
need to seek other means for its 1,000 workers who haven't been
recalled for work, Bloomberg added.  According to Mr. Znidarsis,
GM has no plans of leaving Venezuela.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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).  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.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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)


GENTA INC: Baker Bros. Disclose 9.9% Equity Stake
-------------------------------------------------
Felix J. Baker and Julian C. Baker disclosed their ownership of
16,968,279 shares or roughly 9.9% of Genta Incorporated Common
Stock, par value $0.001 per share.

The aggregate number of shares of Common Stock held include shares
that may be acquired upon conversion of Convertible notes up to
9.999% of outstanding shares and the exercise of warrants up to
4.999% of outstanding shares.

The Baker entities beneficially own $292,000 principal amount 8%
Unsecured convertible notes due July 7, 2011 and $1,979,000
principal amount 8% Unsecured Subordinated Convertible notes due
September 4, 2011, both of which are only convertible to the
extent that the holders thereof and their affiliates would
beneficially own, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, no more than 9.999% of the
outstanding shares of Common Stock of Genta after conversion.

The Baker entities beneficially own $1,850,000 principal amount 8%
Senior convertible notes due April 12, 2012, $75,000 principal
amount 15% Senior convertible notes due June 9, 2010, $11,000
principal amount 15% Senior convertible notes due June 9, 2010,
$62,000 principal amount 15% Senior convertible notes due April 2,
2012, and $3,200 principal amount 15% Senior convertible notes due
June 9, 2010, all of which are only convertible to the extent that
the holders thereof and their affiliates would beneficially own,
for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, no more than 4.999% of the outstanding shares of
Common Stock of Genta after conversion.

As a result of these restrictions, the number of shares that may
be issued on conversion of the notes by the holders may change
depending upon changes in the outstanding shares.  The number of
shares issuable upon conversion of the notes held by any
particular Baker Bros. affiliate will also depend upon the extent
to which the notes held by other Baker Bros. affiliates have
theretofore been converted.

The Baker entities are the beneficial owners of a warrant issued
in April 2009 to purchase 4,625,000 shares of Genta's common stock
at an exercise price of $0.50 per share which expires on
October 2, 2012 -- April 2009 Warrant -- a warrant issued in July
2009 to purchase 1,660,000 shares of Genta's common stock at an
exercise price of $0.50 per share which expires on July, 7, 2011 -
- July 2009 Warrant -- and a warrant issued in September 2009 to
purchase  4,947,514 shares of Genta's common stock at an exercise
price of $1.00 per share which expires on March 4, 2012 --
September 2009 Warrant.

The April 2009 Warrant is exercisable within 60 days of the date
of this filing on October 2, 2009 but only to the extent that
after such exercise, the Baker entities would beneficially own no
more than 4.999% of Genta's Common Stock.

The July 2009 Warrant and the September 2009 Warrant are not
exercisable until January 7, 2010 and March 4, 2010, respectively
and after such dates are only exercisable to the extent that after
such exercise, the Baker entities would beneficially own no more
than 4.999% of Genta's Common Stock.

As a result of these restrictions, the number of shares that may
be issued upon exercise of the warrants by the above holders may
change depending upon changes in the outstanding shares.  The
number of shares issuable upon exercise of the warrants held by
any particular Baker Bros. affiliate will also depend upon the
extent to which the warrants and notes held by other Baker Bros.
affiliates have theretofore been converted.

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

At June 30, 2009, Genta had $10.2 million in total assets; and
$12.1 million in total current liabilities and $2.46 million in
total long-term liabilities, resulting in $4.33 million in
stockholders' deficit.

In its second quarter 2009 report on Form 10-Q, the Company said
its recurring losses and negative cash flows from operation raise
substantial doubt about its ability to continue as a going
concern.


GREAT ATLANTIC: Reduced Funding Rates Won't Move Moody's Ratings
----------------------------------------------------------------
Supermarkets rated by Moody's Investors Service will not see a
near term ratings impact as a result of reduced funding rates for
multiemployer pension plans following recent declines in asset
values.

The rationale is explained in a special comment published
yesterday, titled "Supermarket Ratings Not Affected by Deeper
Multiemployer Pension Shortfall." "There is sufficient room within
existing ratings and outlooks of rated supermarkets at this time
to absorb higher risks resulting from increased funding
deficiencies," stated Marie Menendez, Senior Vice President at
Moody's.

Moody's currently rates these five U.S. supermarkets with publicly
disclosed financial information which Moody's have identified as
participating in multi-employer pension plans:

* Corporate Family or Senior Debt Rating

* Great Atlantic and Pacific Tea Co. B3 / Negative Outlook

* The Kroger Co. Baa2 / Stable Outlook

* Safeway Inc. Baa2 / Stable Outlook

* Stater Bros. Holdings Inc. B2 / Stable Outlook

* SUPERVALU, Inc. Ba3 / Stable Outlook

The last rating actions for the named issuers were:
Great Atlantic and Pacific: SGL raised and other ratings affirmed
on August 7, 2009

* The Kroger Co.: Short term rating assigned and ratings confirmed
  Sept. 21, 2004

* Safeway Inc.: Ratings affirmed and outlook revised to stable on
  August 1, 2007

* Stater Bros.: New issue rated and existing ratings downgraded
  April 2, 2007

* SUPERVALU: New debt rating assigned and ratings affirmed
  April 30, 2009


GREATER ATLANTIC: Files Amendment to TruPS Tender Offer
-------------------------------------------------------
Greater Atlantic Financial Corp. filed with the Securities and
Exchange Commission Amendment No. 2 to amend and supplement the
Issuer Tender Offer Statement on Schedule TO the Company
originally filed on August 7, 2009, and amended on August 21,
2009, relating to its offer to pay $1.05 per share for the 6.50%
Cumulative Convertible Trust Preferred Securities of Greater
Atlantic Capital Trust I.

About 960,738 shares of 6.50% Cumulative Convertible Trust
Preferred Securities are outstanding.

As reported by the Troubled Company Reporter, Greater Atlantic on
June 15, 2009, entered into a merger agreement with MidAtlantic
Bancorp, Inc., and GAF Merger Corp.  Pursuant to the merger
agreement, MidAtlantic will acquire and recapitalize Greater
Atlantic Bank, Greater Atlantic's wholly owned subsidiary.  The
merger agreement provides that the merger will not be consummated
unless the tender offer is successfully completed.

As a result of certain provisions of the federal securities laws,
MidAtlantic and GAF Merger deemed to be co-bidders in the tender
offer.  MidAtlantic and Merger Sub will file with the Securities
and Exchange Commission a Tender Offer Statement on Schedule TO
relating to the tender offer.

The Company said the Issuer Tender Offer Statement on Schedule TO
is intended to satisfy the reporting requirements of Rule 13e-
4(c)(2) under the Securities Exchange Act of 1934, as amended.

As reported by the TCR on August 20, 2009, the directors of the
Company and certain other holders that collectively own 311,587
Securities have agreed to sell to the Company their Securities for
$0.01 per Security in transactions entered into prior to the
announcement of the tender offer.  The holders agreed to accept
$0.01 for each of their Securities to allow for a greater amount
of consideration to be allocated to the remaining trust preferred
holders in the tender offer.

The tender offer is conditioned on a minimum of 505,040 Securities
being tendered.  If 505,040 Securities are not tendered and the
tender offer and the related merger transaction are not
consummated, it is unlikely that the Trust will have cash
available for any future cash distributions on the Securities.  In
that circumstance, the value of the Securities would be
significantly impaired and the Securities in all probability will
be worthless.

A full-text copy of the Company's Offer to Purchase is available
at no charge at http://ResearchArchives.com/t/s?42c5

A full-text copy of Amendment No. 2 is available at no charge at:

              http://ResearchArchives.com/t/s?440d

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREEKTOWN HOLDINGS: August Revenues Total $30.6MM, MGCB Reports
---------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated revenues for August 2009 is
$30,615,372.  Of this revenue, Greektown Casino's state wagering
tax is $3,704,460.

In July 2009, Greektown's aggregate revenue was $31,736,529,
while its state wagering tax was $3,840,120.

The Gaming Board also released the August 2009 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $44,031,292 in
August 2009 and MotorCity Casino had $36,926,854 in revenues for
the same period.

In July 2009, MGM Grand earned $47,805,123 while MotorCity
earned $35,770,492.

                      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: EDC Wants Unused Funds Not Subject to Stay
--------------------------------------------------------------
Debtor Greektown Casino LLC is one of three developers that each
entered into a Development Agreement with the Economic
Development Corporation of the City of Detroit and the City of
Detroit, for the development of a casino to be located in a
certain area.

Under the Development Agreement, the Debtor was obligated to
provide credit enhancement for tax-exempt bonds and taxable bonds
to be issued by the EDC to finance a portion of the cost of the
acquisition of land, the construction of certain infrastructure
improvements, and remediation of certain environmental conditions
on the land or related areas.  Accordingly, the Bonds were issued
pursuant to separate indentures between the EDC and U.S. Bank
National Association, as trustee.

Subsequently, the Development Agreement was revised to permit the
Developers to build their casinos in locations other than the
Project Areas.  The Greektown Revised Development Agreement
provides in effect that at the "closing," the Debtor will release
and forever waive all of its right, title and interest in, if
any, the proceeds of the Bonds and interest on the proceeds
remaining after payment of costs of issuance and all
disbursements.

Richard I. Kilpatrick, Esq., at Kilpatrick & Associates P.C., in
Auburn Hills, Michigan, relates that the "closing," as defined
under the Greektown Revised Development Agreement, occurred on
August 2, 2002, and the Debtor delivered a release of all claims
against EDC and the City.

As of August 27, 2009, the Bond Trustee held unexpended proceeds
of the Bonds, totaling more than $164,237, according to Mr.
Kilpatrick.  The Unexpended Amount, he maintains, represents a
portion of the Bonds proceeds plus interest accrued from the date
of issuance.  He adds that the it continues to accrue interest.

By this motion, the EDC asks the Court to confirm that the
Unexpended Amount is not property of the Debtor and therefore, is
not subject to the automatic stay.

Mr. Kilpatrick contends that the Debtor has no right to the
Unexpended Amount because the project construction has not been
completed.

                      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)


GREYSTONE LOGISTICS: May 31 Balance Sheet Upside-Down by $8.7MM
---------------------------------------------------------------
Greystone Logistics, Inc.'s balance sheet at May 31, 2009, showed
total assets of $10,668,611 and total liabilities of $19,370,283,
resulting in a stockholders' deficit of $8,701,672.

For fiscal year ended May 31, 2009, the Company reported a net
income of $842,240 compared with a net income of $928,420.

On Sept. 15, 2009, HoganTaylor LLP in Tulsa, Oklahoma
May 31, 2009 and 2008 At May 31, 2009, the Company has a
stockholders' deficit of $8,701,672 and a working capital deficit
of $12,944,233.  These deficits raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4505

Headquartered in Tulsa, Oklahoma, Greystone Logistics, Inc. (OTC
BB: GLGI) -- http://greystonelogistics-glgi.com/-- manufactures
and sells plastic pallets, made from recycled plastic, through its
wholly owned subsidiaries, Greystone Manufacturing LLC and Plastic
Pallet Production, Inc.

Greystone sells its pallets through an exclusive distribution
arrangement with Decade Products whereby Decade sells Greystone's
pallets nationwide through direct sales and a network of
independent contractor distributors.  Greystone also sells its
pallets and pallet leasing services to certain large customers
direct through its president, senior vice president of Sales and
Marketing and other employees.

Greystone currently derives approximately 86% of its revenue from
two national brewers.


HAMILTON BEACH: Moody's Changes Outlook on 'B1' Ratings to Stable
-----------------------------------------------------------------
Moody's Investors Service revised Hamilton Beach, Inc.'s ratings
outlook to stable from negative.  Concurrently, Moody's affirmed
the company's debt ratings, including its B1 Corporate Family
Rating, B2 Probability of Default Rating, and the B1 rating on its
Senior, Secured Term Loan.

The outlook change to stable reflects the notable improvement in
Hamilton Beach's profitability that, when coupled with positive
free cash flow and debt reduction, has led to improved credit
metrics and covenant cushion.  Despite the expectation that near
term economic conditions will remain challenging, Moody's believes
that continued cost control and positive free cash flow should
enable the company to maintain solid financial metrics for the
rating category over the near-to-intermediate-term.

Hamilton Beach's B1 rating reflects the company's limited scale,
geographic and product diversity relative to other global consumer
durables companies, as well as its high customer concentration.
Although Hamilton Beach has a successful track record of improving
operating margins through new product innovation and focus on
improving its cost position, margins remain weak for the rating.
Supporting the rating are the company's well-known brand names,
strong credit metrics with leverage of 3.6x, EBITA/Interest of
2.8x, and free cash flow to debt near 20%, and the expectation for
adequate near term liquidity.

These ratings were affirmed:

Hamilton Beach, Inc.

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B2

Hamilton Beach Brands, Inc.

  -- Secured Term Loan B at B1 (LGD3, 34%)

The ratings outlook is stable.

The last rating action on Hamilton Beach occurred on September 8,
2008, when Moody's affirmed the company's B1 CFR and changed the
ratings outlook to negative from stable.

Hamilton Beach, headquartered in Glen Allen, Virginia, is a
designer, marketer and distributor of small electric kitchen and
household appliances, as well as commercial products for
restaurants, bars and hotels, primarily under the "Hamilton Beach"
and "Proctor Silex" brand names.  Revenue for the LTM period
ending June 2009 approached $530 million.


HEALTHCARE PARTNERS: S&P Gives Positive Outlook on BB+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on HealthCare Partners LLC to positive from stable.

Standard & Poor's also said that it affirmed its 'BB+'
counterparty credit rating on the company.

The recovery ratings are unchanged at '2', indicating substantial
(70%-90%) recovery of principal in the event of default.
HealthCare had $221.5 million of debt outstanding as of June 30,
2009.

"We revised the outlook to positive because of HealthCare's
growing market scale, improving financial condition, and
strengthening competitive position," explained Standard & Poor's
credit analyst Joseph Marinucci.  The company's operating
performance continues to benefit from effective care-management
initiatives -- such as the successful roll-out of its electronic
medical records project.  In addition, its recent acquisitions,
which it generally managed and integrated well, have meaningfully
grown its scale and diversified its business profile.  HealthCare
has strengthened its balance sheet by enhancing liquidity,
reducing debt outstanding, and building more shareholders' equity
via the partial retention of earnings.

The rating reflects HealthCare's established competitive presence
in its core Southern California market, strong profitability and
cash-flow generation relative to peers, and relatively modest
financial leverage.  Offsetting factors include client and
geographic concentrations, risks related to its acquisition-based
growth strategy, and significant but diminishing level of
intangibles relative to shareholders' equity.

S&P expects that HealthCare will remain focused on maintaining
efficient operations.  Its growing scale in its core Los Angeles
market -- combined with favorable provider relations -- will
likely facilitate its sustained competitiveness and enable the
company to build further on its core market presence.  A key
concern for 2010 is the potential for Medicare base rate
compression and its related impact on senior segment membership
and overall profitability.

S&P could raise the counterparty credit rating on HealthCare by
one notch if the company maintains earnings consistency, continues
to build equity, and prudently manages its risk tolerance for
prospective deals.  Conversely, S&P could revise the outlook or
lower the ratings if the company announces a significant deal or
materially alters its capital structure in a way that increases
debt and decreases equity.


HILCORP ENERGY: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hilcorp Energy I L.P. to 'BB-' from 'B+'.  Houston-based
Hilcorp is a private partnership that acquires, develops, and
produces crude oil and natural gas.  The outlook is stable.  The
issue-level rating on the company's senior notes remains at 'BB-'
(the same as the corporate credit rating).  However, S&P revised
the recovery rating on this debt to '3', indicating expectations
of meaningful (50%-70%) recovery in the event of a payment
default, from '2'.

"The rating action is a result of Hilcorp's satisfactory operating
performance while maintaining acceptable financial measures," said
Standard & Poor's credit analyst Amy Eddy.  Taking into account
S&P's recently revised pricing assumptions, S&P expects that for
the remainder of 2009 and 2010 Hilcorp's adjusted debt to EBITDAX
will be in the mid-2x area and its interest coverage ratio will be
healthy at approximately 7x.  Furthermore, the company continues
to report production growth as a result of its drilling program
and recent acquisitions.

Hilcorp's reserve base is small at approximately 145 million
barrels of oil equivalent as of Dec. 31, 2008.  The company's
reserve base, of which approximately 70% is developed, is located
primarily in onshore southern Louisiana and Texas, and more
recently the shallow water Gulf of Mexico.  Hilcorp has a balanced
production profile, with approximately 40% of second-quarter
production oil and the remainder natural gas.

Hilcorp pursues a strategy of acquiring properties and then
augmenting production through workovers and downhole surface
facility enhancements, which require extensive engineering
expertise.  Although this approach results in less geological
risk, it also leads to operating costs that are higher than that
of similarly rated peers.  Despite Hilcorp's strategic focus, S&P
view its growth prospects as low relative to other speculative-
grade exploration and production companies.

S&P considers Hilcorp's financial risk profile to be aggressive.
In S&P's analysis of the company's credit measures, S&P treats the
company's May 2008 volumetric production payment as a debt-like
obligation.  When using S&P's revised 2009 pricing assumptions
($55 per barrel of crude oil and $3.75 per mcf of natural gas) and
considering Hilcorp's hedges in place of roughly half of 2009
production, debt to EBITDAX will be in the mid-2x range and
interest coverage will be around 7x.

The stable outlook incorporates S&P's expectation that Hilcorp
will maintain steady operating performance in its core regions
while keeping debt to EBITDAX to around 3x.  S&P could take a
negative rating action if leverage is greater than 3.25x for a
sustained period, either due to aggressive spending related to
acquisitions, drilling programs, or poor performance.  Given S&P's
view of the company's business risk, S&P think a positive rating
action is unlikely in the near term.


HUDSON PRODUCTS: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hudson Products Holdings Inc. to 'B-' from 'B'.  The
outlook is negative.

In addition, S&P lowered the rating on the company's senior
secured term loan B and revolving credit facility to 'B+' from
'BB-', two notches higher than the corporate credit rating.  The
recovery rating on this debt remains at '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of a
default.

"The downgrade on the corporate credit rating reflects
deteriorating credit metrics and S&P's expectations for continued
weakness in the refining industry, a major end user of Hudson's
products," said Standard & Poor's credit analyst Kenneth Cox.  The
rating on Hudson Products Holdings Inc. reflects high debt
leverage, weak interest coverage, exposure to cyclical end
markets, and a limited but improving scale of operations.  The
rating also reflects Hudson's leading market share and its low
maintenance capital spending requirements.

S&P considers Hudson's business risk profile to be vulnerable.
Although it maintains a leading market position as a manufacturer
of axial-flow fans and air-cooled heat exchangers, its markets are
somewhat focused.  More than 60% of sales come from the volatile
refining and petrochemical industries.  Hudson's reliance on these
industries, particularly its ACHE business, leaves the company
exposed to cyclical demand fluctuations.  Also, given its small
scale and focused product lines, Hudson remains exposed to
competition from lower-cost manufacturing regions over the longer
term if others decide to enter the industry.

Nevertheless, Hudson does have a leading market position in the
axial flow fan market domestically and globally and a top market
position in the ACHE market domestically.  Multiple patents for
its fans and an established reputation in the industry further
protect the company's market position.  Hudson has been in the fan
business since 1939, resulting in a large installed base that
requires maintenance and replacement over time; this provides a
degree of cash flow stability for its aftermarket parts and
service segment.

Hudson's financial risk profile is highly leveraged.  Adjusted
debt to trailing-12-month EBITDA as of June 30, 2009, was 5.8x;
however, Hudson's debt to annualized EBITDA ratio at June 30,
2009, was 7.3x.  Additionally, the company's interest coverage
measure declined to a weak 1.98x at June 30, 2009, from 3.3x at
the same point last year.  Hudson's very low maintenance capital
expenditures, under $1 million per year, should allow it to remain
marginally free cash flow positive despite weakened industry
conditions.

S&P expects Hudson's end markets to remain weak in the near term,
which will result in continued poor financial performance.  S&P
could lower the rating if liquidity declines significantly or if
debt to EBITDA and interest coverage ratios continues to
deteriorate considerably.  Currently, S&P think positive rating
actions are unlikely.


IDEARC INC: Presents Updates, Forecast to Lenders
-------------------------------------------------
Idearc Inc. filed a copy of its presentation made to its lenders
on September 15, 2009.  The presentation discusses updates on the
directory market, the company's current revenue forecast,
financial summary and its revised plan of reorganization.

The slide presentation is available at no charge at:

               http://ResearchArchives.com/t/s?44f8

As reported by the Troubled Company Reporter on September 14,
2009, the official committee of unsecured creditors formed in
Idearc's Chapter 11 case is opposing the reorganization plan of
Idearc and recommending that creditors vote "no."  The Committee,
according to Bill Rochelle at Bloomberg News, says the plan
undervalues the Company, leaves it with too much debt, and doesn't
recognize the invalidity of some of the secured creditors' liens.

As reported by the TCR on September 11, 2009, the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, has
approved the disclosure statement filed in connection with
Idearc's proposed First Amended Joint Plan of Reorganization and
has authorized Idearc to begin the process for soliciting approval
from eligible creditors for the Plan.  With these developments,
Idearc is positioned to emerge from Chapter 11 protection before
year end.  A confirmation hearing for the Court to consider
approval of the Plan has been scheduled for December 9, 2009.

Idearc expects to emerge from its reorganization process with an
appropriate capital structure to support its future strategic
business plans and objectives.  Under the proposed Plan, the
Company's total debt will be reduced from approximately $9 billion
to approximately $2.75 billion of secured bank debt, with the
remainder of the Company's current bank debt and bonds converted
to new equity.  Upon emergence from Chapter 11, the Company will
have a cash balance of approximately $150 million.

Upon confirmation of the Plan, current holders of Idearc's common
stock will not receive any distributions following emergence and
their equity interests will be cancelled and have no value once
the Plan becomes effective.

                        About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.   Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INT'L SERVICES: County Supervisors Wrangle Over Unpaid Guards
-------------------------------------------------------------
Garrett Therolf at Los Angeles Times reports that Los Angeles
County supervisors Gloria Molina and Zev Yaroslavsky are in
dispute over $200,000 owed to the guards, who went unpaid when
their employee, International Services Inc., filed for bankruptcy.

L.A. Times says that International Services filed for bankruptcy
earlier this year after its president and CEO Ousama Karawia was
charged with multiple counts of conspiracy, grand theft, making
false statements, and insurance fraud.

According to L.A. Times, hundreds of workers weren't paid for
their hours guarding county clinics, Sheriff's Department
buildings, and Fire Department facilities.  LA Times relates that
Ms. Molina urged county lawyers to find a way to pay them $200,000
in wages.

The workers' grievances were with International Service, LA Times
says, citing Mr. Yaroslavsky.  According to the report, Mr.
Yaroslavsky successfully argued to have the motion decided at next
week's meeting.

International Services Inc. placed almost 800 guards in county
facilities.


KAR HOLDINGS: Plan for Common Stock IPO Good for Co., S&P Says
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it views KAR Holdings
Inc.'s (B-/Stable/--) announced plan for an IPO of its common
stock as a positive for the company's credit profile.  The
proposed offering, the timing of which depends on market
conditions and other factors, is expected to generate up to
$400 million in gross proceeds.

In S&P's view, the sale of common stock could lead to a positive
outlook or a higher rating if KAR uses most of the cash proceeds
to reduce debt.  For example, S&P estimate that if the company
used $400 million to reduce debt, KAR's adjusted debt to EBITDA
leverage could decline to about 6x from about 7x at June 30, 2009.
S&P would also need to believe that the company's strategic plans
and financial policies following any IPO would lead to a sustained
reduction in the company's high leverage before S&P would raise
the rating.

At the current rating, S&P expects KAR to maintain EBITDA margins
of 25% or better and generate positive free cash flow.  KAR's
adjusted EBITDA margin for the 12 months ended June 30, 2009,
eased to 25.8% from 27.0% in the previous period.  The company
generated $114.5 million in free cash in the first half of 2009.


KMART CORP: Ex-CEO Must Pay $24 Million Fine, SEC Lawyer Says
-------------------------------------------------------------
U.S. Securities and Exchange Commission lawyer Alan Lieberman told
U.S. Magistrate Judge Steven Pepe that former Kmart Corp. CEO
Charles Conaway should pay a fine of $24 million for misleading
shareholders in the months before the Company's bankruptcy filing
in 2002, Steve Raphael and Margaret Cronin Fisk at Bloomberg News
reports.

A jury said in June 2009 that Mr. Conaway hid information about
Kmart's cash crunch in the fall of 2001, which the defendant
denied.  Mr. Conaway has shown "no remorse" for his actions, the
SEC said in court documents.

Bloomberg relates that Mr. Conway admitted that Kmart experienced
a cash crunch in 2001 and used payment slowdowns to help deal with
it.  "We reversed and corrected it and it worked," the report
quoted him as saying.

According to Bloomberg, the SEC is also asking Judge Pepe to stop
Mr. Conaway from serving as an officer or director of a public
company.

Bloomberg states that Mr. Conaway is seeking dismissal of the
lawsuit or a new trial.

Kmart Corporation is a predecessor operating company of Kmart
Holding. In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws.  The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.  Kmart completed its merger
with Sears, Roebuck and Co. on March 24, 2005.


LAMAR CROSSING APARTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Lamar Crossing Apartments, L.P.
        1016 W. Poplar Ave.
        Collierville, TN 38017

Bankruptcy Case No.: 09-30194

Chapter 11 Petition Date: September 16, 2009

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

Debtor's Counsel: Samuel Jones, Esq.
                  100 North Main Street, Suite 946
                  Memphis, TN 38103
                  Tel: (901) 523-7883
                  Fax: (901) 523-1463
                  Email: samueljones@bellsouth.net

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

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

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

The petition was signed by Preston Byrd, chief manager of the
Company.


LIFEQUEST WORLD: Posts $1.2MM Net Loss in Fiscal Year Ended May 31
------------------------------------------------------------------
Lifequest World Corp. posted a net loss of $1,219,382 for the year
ended May 31, 2009, compared with a net loss of $1,457,068 for the
same period in 2008.

The Company's balance sheet at May 31, 2009, showed total assets
of $4,333,177, total liabilities of $2,628,524 and a stockholders'
equity of $1,704,653.

On Sept. 14, 2009, Carver Moquist & O'Connor, LLC, in Minneapolis,
Minnesota, expressed substantial doubt about Lifequest World's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended May 31,
2009, and 2008.  The auditor noted that the Company suffered
recurring losses from operations and its current liabilities
exceed its current assets.

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

                      About LifeQuest World

Las Vegas, Nev.-based Lifequest World Corp. (LQWC:OTC BB) --
http://www.jurak.com-- develops and distributes dietary herbal
supplement products.  Its primary product includes the 'JC Tonic,
The Youth Solution', which is an herbal supplement blend of 31
ingredients comprising 18 medicinal tonic herbs and 6 vital
minerals.  The Company distributes its dietary herbal supplement
products through a network of independent distributors.  Lifequest
World Corporation was founded in 1997.  It was formerly known as
Jurak Corporation World Wide, Inc., and changed its name to
PhytoLabs, Inc., in March 2007.  Further, the Company changed its
name to Lifequest World Corporation in August 2007.


LNR PROPERTY: Moody's Downgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of LNR Property
Corporation's senior bank credit facility and corporate family
rating to B3 from B2, and placed the ratings under review for
possible downgrade.

The downgrade reflects the accelerated deterioration in asset
quality of the company's CMBS and real estate investments as a
result of the pressures on commercial real estate fundamentals and
the credit markets.  Consistent with the market, the delinquency
rate on LNR's portfolio has climbed significantly and the company
has taken substantial write-downs.  Consequently, the company's
financial position and operating fundamentals have deteriorated
materially.  Pressure on its operating platform is expected to
continue until credit in the real estate market recovers.  In
particular, debt maturity deferrals are impacting the company's
pace of resolutions (thus deferring the recognition of fee income)
in its servicing platform.  Moody's believes LNR has adequate
liquidity to operate in the short-term; however, Moody's believes
liquidity could become an issue in the 2nd half of 2010, if the
credit markets remain illiquid.

Moody's said that the ratings reflect LNR's strong franchise
(especially in CMBS and special servicing) its proven track record
of turning around underperforming property assets and its long-
established operating platform.  The ratings also consider the
aggressive financial leverage and complex capital and legal
structure of LNR Property Holdings Ltd., LNR Property Corporation
and their affiliates.  Other risks include the complexity of LNR's
assets and the property firm as a whole, along with its
subsidiaries and joint ventures.  These factors limit LNR's
liquidity access, though Moody's notes that LNR had adequate
liquidity at fiscal 2Q09.

Moody's review will focus on LNR's options for enhancing its
liquidity, its cash "burn rate" in the absence of funding
alternatives, and prospects for recovery if the credit markets
remain inert.  Moody's also notes that LNR's senior bank credit
facility matures in July 2011.

Moody's indicated that a return to stable outlook would be
predicated upon sustainable and sufficient cash flow to cover
operating and debt service without depleting cash reserves, as
well as no material further deterioration in its asset quality.
Factors that could result in a downgrade include any near-term
liquidity challenges and material asset deterioration.

These ratings were downgraded and placed on review:

* LNR Property Corporation -- senior secured credit facility to B3
  from B2; corporate family rating to B3 from B2.

Moody's last rating action with respect to LNR Property
Corporation was on June 2, 2006, when Moody's assigned a B2 rating
to LNR's proposed senior credit facility.  The outlook was stable.

LNR Property Corporation is a real estate investment and
management company headquartered in Miami Beach, Florida, USA.

LNR Property Corporation'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 LNR's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


LODGENET INTERACTIVE: Sees Q3 Revenue at Low End of Guidance Range
------------------------------------------------------------------
"We currently believe we will report third quarter Revenue and
Adjusted Operating Cash Flow at around the low end of our guidance
range, while Free Cash Flow will be within our original
expectations," LodgeNet Interactive Corporation CEO Scott C.
Petersen said in a statement Tuesday.

"The Third Quarter is generally tracking in-line with our
expectations," continued Mr. Petersen.  "We have seen some
improvement in Guest Entertainment during the quarter but softness
continues in business travel and capital spending by our hotel
customers.  September tends to be a difficult month to predict
Guest Entertainment revenue because of the seasonal transition
from leisure to business travel."

Management of LodgeNet was scheduled to present at the CL King
Best Ideas Conference at the Omni Hotel in New York City on
Thursday, September 17, 2009.  Mr. Petersen was to discuss the
Company's overall strategy and its progress on its initiatives to
proactively manage its business during the economic cycle,
diversify its revenue streams and increase its free cash flow; and
comment on the operating leverage inherent in its business model
as the economy begins to recover.

"During the economic downturn over the past year, our team has
done an outstanding job right-sizing our operations and capital
investment plans to the economic environment," Mr. Petersen said
in a statement prior to the event.  "Operating costs for the first
six months of 2009 were down 26.8% as compared to the same period
last year, and we reduced our capital investment activity by over
70% -- both of which actions allowed us to increased free cash
flow from $3.7 million during the first six months of last year to
over $30 million this year.  With the preferred stock offering we
completed in June, our leverage ratio (on a net debt basis) has
improved substantially from 4.2x on June 30th one year ago to 3.7x
this year."

"At the same time, we have continued to focus on executing on our
strategic initiatives that will increase our revenue and deliver
shareholder value over the long term," stated Mr. Petersen.

Some recent highlights of these Initiatives:

     -- LodgeNet recently passed an industry-leading milestone of
        providing high-definition television (HDTV) programming to
        roughly 300,000 rooms, including 200,000 rooms installed
        with its High-Definition Advanced video on demand
        platform, allowing hotel guests to enjoy Hollywood movies
        in high definition clarity.

     -- Recently announced collaborative relationships with a
        variety of technology leaders, among them one for the
        LodgeNet IPTV+ platform, which incorporates the power of
        the Apple(R) Mac Mini into the LodgeNet interactive
        television system.

     -- LodgeNet's Healthcare division recently signed its 50th
        hospital contract.  Recent new contracts include
        prestigious Morgan Stanley Children's, ranked among the
        top children's hospitals by US News & World Report, and
        the award-winning Indiana Orthopaedic Hospital.

     -- The Hotel Networks is expanding its innovative media
        programming with the addition of the Japan Broadcasting
        Corporation's English-speaking NHK World Channel to its
        SuperBlock offering as well as Luxury Explorer, which
        offers local interest and customized hotel programming for
        high-end hotel properties, as one of its Interactive
        Channels.

"With our strategic acquisitions in 2007 and the more efficient
operational structure we now have in place, our business model has
significant operating leverage which should produce benefits for
our Company as hotel occupancies increase and consumer confidence
returns," concluded Mr. Petersen.  "If Guest Entertainment
recovers by only 50% of the decline we have experienced over the
past year, annualized Revenue and Adjusted Operating Cash Flow
should generally increase by $40 million and $25 million
respectively, all other things remaining the same -- representing
a significant upside opportunity for shareholder value."

A copy of the presentation slides is available at no charge at:

               http://ResearchArchives.com/t/s?44f4

                    About LodgeNet Interactive

LodgeNet Interactive Corporation (Nasdaq:LNET) --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms representing 10,000 hotel
properties worldwide in addition to healthcare facilities
throughout the United States.  The Company's services include:
Interactive Television Solutions, Broadband Internet Solutions,
Content Solutions, Professional Solutions and Advertising Media
Solutions.  LodgeNet Interactive Corporation owns and operates
businesses under the industry leading brands: LodgeNet,
LodgeNetRX, and The Hotel Networks.

As of June 30, 2009, the Company had $594.8 million in total
assets and $659.6 million in total liabilities, resulting in
$64.8 million in stockholders' deficiency.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LONERO ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lonero Engineering Co., Inc.
        2050 Stevenson Highway
        PO Box 1513
        Troy, MI 48083

Bankruptcy Case No.: 09-68643

Chapter 11 Petition Date: September 15, 2009

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

Judge: Phillip J. Shefferly

Debtor's Counsel: Richard F. Fellrath, Esq.
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065
                  Email: lawfell@wowway.com

According to the schedules, the Company has assets of at least
$4,270,149, and total debts of $3,061,797.

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

            http://bankrupt.com/misc/mieb09-68643.pdf


LOUIS FERRETTI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Louis Ferretti
               Kristin Ferretti
               608 Wagner Court
               Williamstown, NJ 08094

Bankruptcy Case No.: 09-34330

Chapter 11 Petition Date: September 15, 2009

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

Judge: Gloria M. Burns

Debtors' Counsel: Laurent W. Metzler, Esq.
                  Metzler & DeSantis, LLP
                  74 East Second Street
                  Moorestown, NJ 08057
                  Tel: (856) 234-2772
                  Fax: (856) 234-1217
                  Email: LWM@metzlerdesantis.com

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

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

According to the schedules, the Company has assets of $4,716,185,
and total debts of $4,552,448.

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

          http://bankrupt.com/misc/njb09-34330.pdf

The petition was signed by the Joint Debtors.


LYONDELL CHEMICAL: Shares to Be Traded in NYSE After Emergence
--------------------------------------------------------------
Creditflux.com reports that Lyondell Chemical Co. will have its
shares traded on the New York Stock Exchange as part of its plan
to emerge from bankruptcy.

According to Creditflux.com, the share offering will provide
Lyondell Chemical with the funds necessary to exit bankruptcy.
Creditflux.com says that Lyondell Chemical will repay new money it
borrowed as part of its debtor-in-possession financing.
Creditflux.com states that pre-petition lenders will receive
payment in full as well as new common shares in the reorganized
company.

The New York Times relates that Lyondell is offering bank lenders
the chance to buy extra stock in a rights offering as it exits
Chapter 11.  The report says that Prebankruptcy senior secured
creditors will be receiving stock, partly because Lyondell's
debtor-in-possession loan was so large that it swallowed up much
of the Company's worth.  According to the report, lenders that
provided Lyondell with a bridge loan will get equity if there is
enough value available when Lyondell exits bankruptcy.

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.  A full-
text copy of the Debtors' Disclosure Statement is available 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: Assumes & Assigns Rail Car Lease
---------------------------------------------------
Pursuant to a rail car lease between Oxy Petrochemicals Inc.,
predecessor-in-interest to Debtor Equistar Chemicals, L.P., and
Norwest Bank Minnesota, National Association, predecessor-in-
interest to Wells Fargo Bank Minnesota, N.A., Equistar leases 36
cars from Wells Fargo.  Equistar pays Wells Fargo rent of $540
per month for each Car.  Equistar has paid $232,000 in annual
rent under the Lease, which will expire on July 31, 2017.  The
Debtors have ceased using the Cars by August 1, 2009.

Wells Fargo and Occidental Petroleum Corporation, an affiliate of
Occidental Chemical Corporation, are parties to a separate
agreement under which Occidental Petroleum guaranteed payment of
rent under the Lease.  The Debtors say that Occidental Chemical
is willing to assume the Lease to gain use of the Cars and to
avoid triggering Occidental Petroleum's guarantee obligation.

Accordingly, the Debtors sought and obtained the Court's authority
to assume and assign the Lease to Occidental Chemical, nunc pro
tunc to August 1, 2009.

The Debtors relate that that the 36 Cars under the Lease are no
longer necessary to their business operations.  Thus, the Debtors
point out that if they do not assume and assign or reject the
Lease, they will continue to be charged for rail cars they are
not using.  More importantly, the Debtors estimate that
assumption and assignment of the Lease at this time will save
their estates $1.8 million in postpetition obligations related to
the Cars.

                      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: Seven Buyers Eyeing Lone Star
--------------------------------------------------
Miller Buckfire and Co., which is marketing tracks for Magna
Entertainment Corp., said that seven buyers submitted non-binding
indications of interest in Lone Star Park, a track near Dallas,
while five parties toured the track, Frank Angst at Thoroughbred
Times reported.

An auction will be conducted on October 7 if additional bids that
would rival Global Gaming's stalking horse bid are submitted.
Bids are due October 5.  The Debtors will present the results of
the auction to the bankruptcy court on October 14.

As reported by the TCR on September 16, 2009, Magna
Entertainmentput 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.  Global Gaming LSP LLC made
the highest offer for Lone Star, though it requires selling the
assets through a bankruptcy sale.

Thoroughbred Times, MI Developments also said it will consider
entering into a stalking horse purchase pact of Golden Gate
Fields, Gulfstream Park, Maryland Jockey Club, and Santa Anita
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.


MAINLINE CONTRACTING: Files for Ch. 11, Lists Up to $50MM Debts
---------------------------------------------------------------
Mainline Contracting, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of North Carolina, listing $10 million to $50 million in assets
and $10 million to $50 million in liabilities.

Jeff Drew at Triangle Business Journal reports that the recession
and the collapse of the construction market apparently hurt
Mainline Contracting.  Mainline Contracting said in court
documents that it doesn't expect to be able to pay its unsecured
creditors.

According to court documents, Mainline Contracting owes:

     -- Raleigh's C.C. Mangum Co. almost $475,000 for
        subcontracting work;

     -- Martin Marietta Materials just over $410,000 for
        materials;

     -- Couch Oil of Durham more than $205,000 for fuel.

Business Journal relates that Mainline Contracting is disputing
these claims:

     -- $1.8 million for subcontracting work by the Thompson
        Arthur Division of Apac-Atlantic;

     -- almost $890,000 for the sale of materials by Norfork, Va.,
        Ferguson Enterprises;

     -- more than $200,000 for subcontracting work by Raleigh
        Grading and Demolition; and

     -- almost $160,000 for subcontracting work by Gelder &
        Associates Inc.

Mainline Contracting, Inc., operates a construction company in
Durham, North Carolina.


MANTIFF CHEYENNE: Health Dept. Discloses 78 Violations in Hotel
---------------------------------------------------------------
Michael Van Cassell at Wyoming Tribune Eagle reports that the
Cheyenne/Laramie County Health Department released a report
showing that Mantiff Cheyenne Hospitality, LLC's Hitching Post Inn
had 78 violations, along with 25 other violations associated with
its pool and spa.

Wyoming Tribune relates that health department inspectors prepared
the report on Wednesday and submitted it to the Building &
Development Office on Friday.  Cheyenne Fire and Rescue and the
city/county health department also submitted specific violations
found at the Hitching Post, accord to the report.  The report says
that the Building & Development Office then released a report
detailing the violations:

     -- exposed wiring,
     -- a clogged roof drain,
     -- gas leaks,
     -- unsecured light fixtures,
     -- boilers in disrepair,
     -- numerous fire protection issues,
     -- failures to protect food from exposed plumbing,
     -- moldy walk-in coolers,
     -- improper sanitation,
     -- a dirty grease trap, and
     -- bad odor from a sump pump backing up.

Wyoming Tribune states that city officials closed down the hotel
more than a week ago due to health and safety concerns.

Farifield, New Jersey-based Mantiff Cheyenne Hospitality, LLC
purchased Cheyenne-based, three-star hotel Ramada Hitching Post
Inn in 2006, months after the hotel's longtime owner, Paul Smith,
died of cancer.  Mr. Smith had owned and operated the hotel since
1982, when he bought it from his parents.

Mantiff Cheyenne -- dba Ramada Hitching Post Inn, fka Best Western
Hitching Post Inn -- filed for Chapter 11 bankruptcy protection on
February 3, 2009 (Bankr. D. N.J. Case No. 09-12621).  Joseph J.
DiPasquale, Esq., at Trenk DiPasquale Webster Della Fera & Sodono
PC assists the company in its restructuring effort.  The Company
listed $4,828,347 in assets and $8,484,103 in debts.


MARK IV: Insurers Contend Proposed Plan is Unclear
--------------------------------------------------
Several parties including CNA Insurance Cos., Liberty Mutual
Insurance Co. and a property investment firm have objected to a
reorganization proposal for Mark IV Industries Inc., contending
the plan is unclear about a bevy of insurance and environmental
obligations, according Law360.

The insurers, the property investment company Chant Family II LP
and others lodged a total of five objections on Tuesday in the
U.S. Bankruptcy Court for the Southern District of New York, the
report says.

Mark IV is scheduled to appear before the Bankruptcy Court on
September 22 to seek confirmation of its proposed Chapter 11 plan.
It previously said that senior lenders and the official committee
for the unsecured creditors are supporting the Plan.

Under the Plan, the Company's senior secured lenders will receive
an 88% equity stake in the reorganized company.  The Company's
unsecured creditors will share the remaining 12%.  Current equity
in Mark IV will be cancelled and no distribution will be provided
to current equity holders under the Plan.

                          About Mark IV

Mark IV Industries, Inc., headquartered in Amherst, New York --
http://www.mark-iv.com/-- is a privately held diversified
manufacturer of highly engineered systems and components for
vehicles, transportation infrastructure and equipment.  The
Company's systems and components include power transmission, air
admission and cooling, advanced radio frequency, and information
display technologies.  The Company has a geographically diverse
innovation, marketing and manufacturing footprint.

Mark IV filed voluntary petitions for reorganization on April 30,
2009 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.  Judge Stuart M. Bernstein presides over the
case.  Jay M. Goffman, Esq., J. Eric Ivester, Esq., and Matthew M.
Murphy, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as the Debtors' counsel.  David Orlofsky, Managing Director; Tadd
Crane, Director; Jose Alvarez; and Jeffrey Genova at Zolfo Cooper
serve as Restructuring Advisors.  David Hilty and Saul Burian,
Managing Directors at Houlihan Lokey, serve as Investment Bankers
and Financial Advisors.  Sitrick and Company acts as Public
Relations Advisor. Steven M. Fuhrman, Esq., at Simpson Thacher &
Bartlett LLP, represents JPMorgan Chase Bank, N.A., the First Lien
Agent and the DIP Agent.  Scott L. Hazan, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Creditors'
Committee.  The Debtors disclosed $100 million to $500 million in
assets and more than $1 billion in debts when they filed for
bankruptcy.


MERRILL LYNCH: BofA Says McCann Agreed Not to Work for Rival
------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that Bank of America
Corp. said that former Merrill Lynch & Co. brokerage chief Robert
McCann agreed not to work for a rival before January 2010.

"This man signed a contract," The Journal quoted BofA's lawyer,
Steven M. Kayman, as saying.

The Journal relates that Mr. McCann said that former Merrill Lynch
CEO John Thain, gave him no choice but to voluntarily give up his
bonus in 2008.  According to the Journal, Mr. McCain claimed that
Mr. Thain told a group of high-level Merrill Lynch executives --
including Mr. McCann -- in December that they had a "wonderful
opportunity" to give up their bonuses.  "I guess I volunteer,
John.  Can I go back to work now?" the report quoted Mr. McCain as
saying.

As reported by the TCR on September 17, Mr. McCann is asking a
New York State judge to lift a non-compete clause under a contract
with Merrill Lynch to allow him to join UBS AG.  Mr. McCann is
being hired by UBS AG as head chief of its U.S. brokerage force
but BofA, which bought Merrill Lynch, is threatening to enforce
the non-compete clause.

Mr. McCann said in court documents that BofA fired him without
cause after rejecting his offer to resign, which he thinks is part
of vengeful conduct intended to punish and humiliate him for
trying to quit.  Mr. McCann says in court documents that following
the merger, his role at the merged company was substantially
diminished.  Mr. McCann filed a lawsuit against BofA in August,
saying that he will suffer irreparable harm.

                        About Merrill Lynch

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


METALDYNE CORP: Will Let Go of 50 Ohio Plant Workers
----------------------------------------------------
Marty Schladen at The Journal Gazette reports that Metaldyne Corp.
spokesperson Marge Sorge said that the Company will lay off an
additional 50 workers from its Edon, Ohio, plant due to a changing
automotive industry.

The Journal Gazette quoted Ms. Sorge as saying, "It has to do with
the Chrysler business changes [operational changes the Company is
making under Fiat SpA]."

Citing The Journal Gazette, Ms. Sorge said that 30 workers are
already on layoff.

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.


NATIONAL GOLD: Must Amend Plan for Sovereign Payment Details
------------------------------------------------------------
Jane Meinhardt at Tampa Bay Business Journal reports that
Bankruptcy Judge Michael G. Williams ordered National Gold
Exchange to file an amended disclosure statement to its proposed
Chapter 11 plan.

Business Journal states that NGE's major secured creditor,
Sovereign Bank, has criticized the Company's financial disclosure
statement.  According to Business Journal, NGE wants to make
monthly payments to Sovereign Bank over six years, but the bank is
against that plan, saying that NGE owes it almost $35 million on
loans.  The report states that Robert Soriano, a shareholder in
Greenberg Traurig's local office, said that Sovereign Bank
objects, especially because NGE receivables reported to the bank
are bogus and the coin inventory collateral that was supposed to
be worth $26 million is not.  The report says that Mr. Soriano si
questioning the source of money for the proposed monthly payments,
as "there's nothing in the disclosure statement to indicate where
that's coming from."

Citing Mr. Soriano, Business Journal relates that Sovereign Bank's
probe into NGE showed that $232 million flowed through the Company
in 12 months, yet with all this cash it showed little in
receivables.  The report quoted Mr. Soriano as saying, "There's
hundreds of millions of dollars not accounted for."  Mr. Soriano
suggested a quick and orderly liquidation of assets as well as
pursuit of accounts receivables and possible lawsuits, the report
states.

Richard McIntyre, the attorney for NGE, said that the Phoenix Gold
Corp. was formed as a means to pay back creditors and already is
making money, Business Journal reports.  According to Business
Journal, the reorganization plan calls for Phoenix Gold to merge
with the reorganized NGE.  Mr. McIntyre suggested supplementing
the disclosure statement and possibly going to mediation to
resolve issues with the bank, Business Journal states.

Judge Williams ordered mediation for Sovereign Bank, Phoenix Gold
Corp., and the Chapter 11 trustee, Business Journal relates.

Tampa, Florida-based National Gold Exchange, Inc., operates a gold
and silver rare coin wholesaler.  The Company filed for Chapter 11
bankruptcy protection on July 24, 2009 (Bankr. M.D. Fla. Case No.
09-15972).  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in debts.


NATIONAL POOL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: National Pool Construction, Inc.
           dba National Pools & Spas
           dba National Award Winning Pools & Spas
        1220 Route 130
        Robbinsville, NJ 08691-1006

Bankruptcy Case No.: 09-34394

Chapter 11 Petition Date: September 16, 2009

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Peter Broege, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: pbroege@bnfsbankruptcy.com

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

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

According to the schedules, the Company has assets of at least
$2,437,219, and total debts of $2,628,531.

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

            http://bankrupt.com/misc/njb09-34394.pdf

The petition was signed by Ronald Burrell, president of the
Company.


NAVISTAR INT'L: Forms 50/50 Joint Venture with Caterpillar
----------------------------------------------------------
Pursuant to a Truck Business Relationship Agreement, Navistar,
Inc., a principal operating subsidiary of Navistar International
Corporation, on September 9, 2009, entered into a Joint Venture
Operating Agreement with Caterpillar Inc.

The Operating Agreement governs the operations of NC2 Global LLC,
a joint venture formed by Navistar and Caterpillar for the purpose
of developing, designing, testing, manufacturing, assembling,
branding, marketing and selling, and distributing and providing
product support for, heavy and certain medium duty trucks outside
of North America and the Indian subcontinent.

The Operating Agreement is the Joint Venture's primary operating
document and contains the understandings and agreements of the
parties regarding the governance and operations of the Joint
Venture Business.  The Joint Venture Business does not include the
sale of vehicles to military customers.  The Joint Venture
Business may be revised, in Caterpillar's sole discretion, after
six years following the execution of the Operating Agreement, to
exit the medium duty cab over engine truck business.

Navistar and Caterpillar have agreed to provide the Joint Venture
with certain products and services pursuant to the terms of one or
more sales and services agreements.  Navistar may also require the
Joint Venture to develop, design, test, manufacture, and assemble
medium and heavy duty cab over engine trucks, and replacement
parts therefor, to sell to Navistar for resale in North America
pursuant to one or more sales and services agreements.  In the
event that Navistar sources heavy duty cab over engine trucks from
the Joint Venture for resale in North America, the market share of
vocational heavy duty cab over engine trucks is equal to or
greater than 10% of the total market share of vocational heavy
duty trucks in North America or upon approval of the Joint
Venture's Board of Directors, Caterpillar may require the Joint
Venture to develop, design, test, manufacture, and assemble
vocational heavy duty cab over engine trucks, and replacement
parts therefor, to sell to Caterpillar for resale in North America
pursuant to one or more sales and services agreements.

Under the Operating Agreement, each of Caterpillar and Navistar
own 50% of the ownership interest in the Joint Venture.  Each of
Caterpillar and Navistar have contributed $9 million to the Joint
Venture as an initial capital contribution and will contribute an
additional $33 million on November 1, 2009. In addition, each of
Caterpillar and Navistar are committed to provide the Joint
Venture with up to an additional $90 million of required funding
over the following three years. Each year the Board of Directors
of the Joint Venture must agree to an annual and five-year rolling
business plan, which include additional three year funding
commitments.

Pursuant to the Operating Agreement, the Joint Venture will have a
Board of Directors consisting of eight directors, with Caterpillar
and Navistar each appointing four of the directors.  The Joint
Venture will be managed day-to-day by Al Saltiel, president of
NC2.

Mr. Saltiel brings a wide range of global distribution and
marketing experience to NC2.  As vice president of Marketing and
head of Navistar's marketing efforts since 2004, Mr. Saltiel was
responsible for all brand, product and pricing strategy.  Prior to
joining Navistar, he held key senior marketing positions at Sony
Electronics, Jaguar, and Ford's Premier Automotive Group.

Bob Iacullo has been named chief financial officer for NC2.
Formerly Business Resource Manager for Caterpillar's
Infrastructure Product Development Division, Iacullo also held
several executive positions in finance at Motorola.

Navistar appointed the President, and Caterpillar named the CFO,
each to a three year term.

Navistar and Caterpillar each have named three people to NC2's
board of directors.  Caterpillar Group President Doug Oberhelman
will serve as Chairman of the Board, and Navistar Truck Group
President Dee Kapur has been named lead director from Navistar.

"Together, Navistar and Caterpillar have moved this project from
concept to reality in little more than one year," Mr. Saltiel
said.  "We now have a dedicated and experienced leadership team
that will hit the ground running."

"NC2 will produce and market a full line of commercial on-highway
trucks for markets outside of North America," Mr. Saltiel said.
"Customers will benefit from the unparalleled depth and scope of
support provided by Navistar and Caterpillar's global dealers."

"The formation of this joint venture represents a long-term
strategic decision," Mr. Oberhelman says.  "Despite the current
challenges facing the global economy, both Caterpillar and
Navistar are dedicating the right people and investing significant
resources to ensure NC2's long-term success in the global on-
highway truck market."

The initial term of the Operating Agreement is 25 years, subject
to five year extensions upon written agreement of Caterpillar and
Navistar.  The Operating Agreement contains various termination
provisions; however, the Joint Venture may not be voluntarily
terminated by either Caterpillar or Navistar without mutual
consent unless a material breach, a deadlock with respect to an
annual or five-year rolling business plan (at least five years
after execution of the Operating Agreement), a dilution of
Caterpillar's or Navistar's ownership interest below 25% or a
change of control of Caterpillar or the Company has occurred.

Upon a change of control of Caterpillar or the Company, the party
not undergoing a change of control can make a one time offer to
purchase 100% of the ownership interest in the Joint Venture at a
fixed price.  The member undergoing the change of control will
then have the option of either accepting the offer or purchasing
100% of the ownership interest in the Joint Venture at such price.
Additionally, upon a material breach or dilution of Caterpillar's
or Navistar's ownership interest below 25%, the non-defaulting
party may choose to purchase 100% of the ownership interest in the
Joint Venture at fair market value, as determined by an
independent third party retained to value the Joint Venture.

Under the Operating Agreement, the Company, Navistar, Caterpillar
and their affiliates are subject to various exclusivity and non-
competition provisions.  Subject to certain exceptions, the
Company, Navistar, Caterpillar and their affiliates are prohibited
from engaging in business, either directly or indirectly, within
the scope of the Joint Venture Business.

A full-text copy of the Operating Agreement is available at no
charge at http://ResearchArchives.com/t/s?44f5

                         About Caterpillar

For more than 80 years, Caterpillar Inc. http://www.cat.com/--
has been making progress possible and driving positive and
sustainable change on every continent.  With 2008 sales and
revenues of $51.324 billion, Caterpillar is the world's leading
manufacturer of construction and mining equipment, diesel and
natural gas engines and industrial gas turbines.  The company also
is a leading services provider through Caterpillar Financial
Services, Caterpillar Remanufacturing Services, Caterpillar
Logistics Services and Progress Rail Services.

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NAVISTAR INT'L: Snags 36% Q3 Market Share for School Bus, Truck
---------------------------------------------------------------
Daniel C. Ustian, Chairman, President and Chief Executive Officer
of Navistar International Corporation, was scheduled to discuss
business opportunities and other matters related to the Company
during the JP Morgan 4th Annual Diversified Industries Conference
in New York on September 15 at 2:30 PM EDT.

Among other things, the Company disclosed that for the third
quarter of 2009 it had 36% market share for school bus and class
6-8 trucks.

Copies of the slides containing financial and operating
information used as part of the web cast are available at:

               http://ResearchArchives.com/t/s?44f6

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NOBLE INTERNATIONAL: To Sell All Assets Under Joint Plan
--------------------------------------------------------
Noble International Ltd. filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a joint plan of liquidation and a
disclosure statement explaining the plan that contemplates the
sale of substantially all of the Debtors' assets before the plan's
effective date, free and clear of all liens, claims, encumbrances
and interests.

According to the disclosure statement, the plan, on the effective
date, any proceeds generated by the sale of the assets, after
satisfaction of all claims entitled to payment, will be
transferred to the liquidating trust.

A full-text copy of the Debtor's joint plan is available for free
at http://ResearchArchives.com/t/s?44e8

A full-text copy of the Debtor's disclosure statement is available
for free at http://ResearchArchives.com/t/s?44e9

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009


NORTH AMERICAN: S&P Assigns 'B+' Rating on $205 Mil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
preliminary rating to North American Energy Alliance LLC's
proposed debt issuance of $205 million in second-lien notes.  NAEA
will use the notes, when issued, to fully repay the remaining
principal on the existing unsecured debt due 2016 (currently rated
B+/Stable).

The proposed notes are interest-only through a 2016 maturity.
They will have a second lien on the same collateral package as
that of the $545 million in first-lien facilities consisting of a
first-priority security interest in all personal, real, and mixed
property of NAEA and its subsidiaries, along with intercompany
debt, and 100% of NAEA's capital stock (with a negative pledge on
NAEA's 80%-owned Lakewood facility due to project-level debt).

NAEA will combine proceeds from the new notes with $155 million in
equity contributions to pay down first-lien debt by $25 million,
and retire the $325 million unsecured notes, the rating for which
S&P will subsequently withdraw.  The remaining first-lien/second-
lien structure will total roughly $676 million when combined with
$56 million of project debt ($44.7 million pro rata) at the
Lakewood facility.  Resulting debt metrics are $326/kilowatt
(first lien) and $411/kW (consolidated) on a fully funded basis,
compared with $357/kW (secured) and $548/kW (consolidated) at the
May 2008 financial close.  NAEA used initial proceeds to help
acquire Consolidated Edison Development's generation portfolio of
six projects totaling 1,706 MW located in the ISO-NE and PJM
regions.

S&P's rationale, liquidity, and outlook on this issuer have not
changed since S&P's Sept. 11, 2009 published ratings action.

NAEA's ability to service debt and amortize the senior secured
facilities depends primarily on prices in the PJM's and ISO-NE's
capacity markets and the facilities' ability to earn contracted
energy revenues.  If market-clearing capacity prices in the two
regions for the years 2014 and beyond are below S&P's conservative
expectations stated above ($3-$6/kW-month) with no off-setting
consideration, the project may have a secured debt overhang at
maturity that may increase refinancing risk.  A recovery in the
capacity or energy markets that would lower consolidated debt at
first-lien maturity to $200/kW -- or signs of such recovery in the
capacity auctions for delivery years immediately following 2015 --
would likely cause S&P to consider an upgrade.  Although asset
performance is less of a concern than market exposure, material
changes in operating profiles could also affect credit quality.
Credit drivers (strengths and S&P weakness of the second-lien
notes and the consolidated debt are the same as those published in
S&P's ratings affirmation of last week.


NOVELOS THERAPEUTICS: Registers 58.7MM Shares for Resale
--------------------------------------------------------
Novelos Therapeutics, Inc., filed a prospectus relating to the
resale, from time to time, of up to 58,745,592 shares of its
common stock by certain stockholders.  Of the total shares of
common stock offered in the prospectus, 37,649,442 are issuable
upon conversion of shares of the Company's Series E Preferred
Stock and 21,096,150 are issuable upon the exercise of common
stock purchase warrants.

The selling stockholders will receive all of the proceeds from the
sales made under this prospectus.  The Company is paying the
expenses incurred in registering the shares, but all selling and
other expenses incurred by the selling stockholders will be borne
by the selling stockholders.

The Company's common stock is quoted on the OTC Electronic
Bulletin Board of the National Association of Securities Dealers,
Inc. under the symbol "NVLT.OB."  On September 14, 2009, the last
reported sale price of the common stock on the OTC Electronic
Bulletin Board was $0.78 per share.

A full-text copy of the prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?44fe

                    About Novelos Therapeutics

Headquartered in Newton, Massachusetts, Novelos Therapeutics Inc.
(OTC BB: NVLT) -- http://www.novelos.com/-- is a
biopharmaceutical company commercializing oxidized glutathione-
based compounds for the treatment of cancer and hepatitis.  NOV-
002, the lead compound currently in Phase 3 development for lung
cancer under a Special Protocol Assessment (SPA) and Fast Track,
acts together with chemotherapy as a chemoprotectant and an
immunomodulator.  NOV-002 is also in Phase 2 development for
chemotherapy-resistant ovarian cancer and early-stage breast
cancer.

As of June 30, 2009, the Company had $4,655,078 in total assets;
and $7,899,318 in total current liabilities, $416,667 in deferred
revenue - noncurrent, and $21,672,675 in Series E convertible
preferred stock; resulting in $25,333,582 in stockholders'
deficiency.

On March 17, 2009, Stowe & Degon LLC in Westborough,
Massachusetts, expressed substantial doubt about Novelos
Therapeutics Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended December 31, 2008, and 2007.  The auditor noted that the
Company has incurred continuing losses in the development of its
products and has a stockholders' deficiency at December 31, 2008.


NPOT PARTNERS: Proposes Griffith Jay as Bankruptcy Counsel
----------------------------------------------------------
NPOT Partners I, LP, asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to employ Griffith, Jay &
Michel, L.L.P., as counsel.

GJM will:

   a) advise the Debtor generally with respect to general and
      restructuring matters;

   b) represent and advise the Debtor with respect to matters that
      generally arise in this matter or an ordinary Chapter 11
      case;

   c) assist the Debtor and its other professionals with the
      protection and preservation of the estate of the Debtor;

   d) assist the Debtor and its other professionals with preparing
      necessary motions, applications, answers, orders, reports,
      and papers in connection with and required for the orderly
      administration of the estate; and

   e) perform any and all other general and restructuring legal
      services for the Debtor in connection with the Chapter 11
      case the Debtor determines are necessary and appropriate.

GJM will endeavor not to duplicate the services to be provided by
the special counsel, if any.

Mark J. Petrocchi, an employee at GJM, tells the Court that
pre-bankruptcy, GJM received $65,000 retainer.  Since March 2009,
GJM was paid $10,485 for legal services and expenses.

The hourly rates of GJM's personnel are:

      Attorneys           $150 to $350
      Mr.  Petrocchi          $295

Mr. Petrocchi assures the Court that GJM is a "disinterestd
person' as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Petrocchi can be reached at:

     Griffith, Jay & Michel, LLP
     2200 Forest Park Blvd.
     Fort Worth, TX 76110
     Tel: (817) 926-2500
     Fax: (817) 926-2505

                     About NPOT Partners I, LP

Colleyville, Texas-based NPOT Partners I, LP, filed for Chapter 11
on Aug. 31, 2009 (Bankr. N. D. Tex. Case No. 09-45412).  Mark
Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP represents
the Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $500,001 to $1,000,000 in debts.


NPOT PARTNERS: Taps Ordinary Course Counsel to Handle Foreclosure
-----------------------------------------------------------------
NPOT Partners I, LP, asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to employ Eric Golle of
Golle & Associates, PLLC, and Annette R. Banicek as special
counsel.

The Ordinary Course Counsel will provide services in connection
with the foreclosure of collateral pledged to the Debtor as
security, general real estate matters, including the release of
collateral from bankruptcy stays and proceeding with foreclosure.

The firm of Golle & Associates, PLLC, will primarily file and
conduct foreclosures on collateral.  Annette R. Vanicek will
address real estate matters including releases of collateral,
relief from bankruptcy stays, and foreclosure related matters not
handled by the firm of Golle & Associates, PLLC.

The Ordinary Course Counsel will avoid duplication of efforts with
Griffith, Jay & Michel, LLP, the Debtor's proposed counsel.

The court document did not disclose the hourly rates of the firms.

To the best of the Debtor's knowledge, the Ordinary Course Counsel
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                     About NPOT Partners I, LP

Colleyville, Texas-based NPOT Partners I, LP, filed for Chapter 11
on Aug. 31, 2009 (Bankr. N. D. Tex. Case No. 09-45412).  Mark
Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, represents
the Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $500,001 to $1,000,000 in debts.


NPOT PARTNERS: Wants Schedules Filing Extended Until October 12
---------------------------------------------------------------
NPOT Partners I, LP, asks the U.S. Bankruptcy Court for the
Northern District of Texas to extend until Oct. 12, 2009, the time
to file its schedules of assets and liabilities and statement of
financial affairs.

Secured creditor, First Bank, as agent for the lending group, asks
the Court to limit any extension to file the schedules to
Sept. 30, 2009.

First Bank also asks the Court require the Debtor file these
documents:

   a. A list of all the properties and notes owned by the Debtor;

   b. The value of all the properties and notes owned by the
      Debtor; and

   c. A list of the unsecured creditors of the Debtor and the
      amount of their claims.

Colleyville, Texas-based NPOT Partners I, LP, filed for Chapter 11
on Aug. 31, 2009 (Bankr. N.D. Tex. Case No. 09-45412).  Mark
Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, represents
the Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed $10,000,001 to
$50,000,000 in assets and $500,001 to $1,000,000 in debts.


OVERLAND STORAGE: Negative Cash Flow Raises Going Concern Doubt
---------------------------------------------------------------
On Sept. 9, 2009, PricewaterhouseCoopers LLP in San Diego,
California, expressed substantial doubt about Overland Storage,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended June 28,
2009, and June 29, 2008.  The Company noted the Company's incurred
losses and negative cash flows from operations.

Overland Storage, Inc.'s consolidated balance sheet at June 28,
2009, showed total assets of $47,052,000 and total liabilities of
$47,167,000, resulting in a stockholders' equity of $115,000.

For fiscal year ended June 28, 2009, the Company posted a net loss
of $18,028,000 compared with a net loss of $32,025,000 for the
same period in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?44d3

Overland Storage, Inc. (NASDAQ:OVRL) is a provider of data
protection appliances that help mid-range businesses and
distributed enterprises ensure their business-critical data is
constantly protected and readily available.  The data storage
products include near line data protection appliances, disk backup
and recovery, data protection software, and tape backup and
archive.  The end-users of the Company's products include mid-
range businesses, well as distributed enterprise customers
represented by divisions and operating units of multi-national
corporations, governmental organizations, universities and other
non-profit institution.  The products are used in a range of
industry sectors, including financial services, healthcare,
retail, manufacturing, telecommunications, broadcasting, research
and development and many others.


OWENS CORNING: Delaware Debtor's 2nd Quarter Summary Report
-----------------------------------------------------------
Mark, W. Mayer, vice president and chief accounting officer of
Owens Corning Delaware, submitted to the Office of the U.S.
Trustee a post-confirmation summary report for the quarter ended
June 30, 2009.

                  Owens Corning Delaware
                     Case No. 00-3837
                 Post-Confirmation Report
              For Quarter Ended June 30, 2009

Cash, beginning of period                          $2,485,000

Total receipts received by Debtor:
Cash sales                                                 0
Accounts receivable                              805,881,000
Proceeds from litigation                                   0
Sale of Debtor's assets                                    0
Capital infusion under Plan                                0
                                              ---------------
Total cash received                              805,881,000
                                              ---------------
Total cash available                              808,366,000

Less disbursement made by Debtor:
Disbursements made under Plan                      1,547,000
Disbursement made for administrative claims          747,000
Other disbursements                              779,871,000
                                              ---------------
Total disbursements                              782,166,000
                                              ---------------
Cash, at end of period                            $26,200,000
                                              ===============

The Chapter 11 cases of the other Owens Corning affiliates have
been closed, Case Nos. 00-3838 through 00-3854.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


OWENS CORNING: Asks Court to Compel Travelers to Produce Documents
------------------------------------------------------------------
Reorganized Owens Corning asks the Bankruptcy Court to compel
production of documents and a privilege log from Travelers
Indemnity Company.

The Reorganized Debtors say they have decided to file their
Motion to Compel after serving two sets of Document Production
requests and two sets of Interrogatories to Travelers in order to
obtain information relating to Traveler's claim; and after
determining that Travelers does not fully and properly respond to
their discovery requests.

Among others, these are the documents and information the
Reorganized Debtors seek from Travelers Indemnity:

(1) The Policies and the Travelers Agreements;

(2) A copy of any billing sent by Travelers to Owens Corning
     for amounts asserted due under the Policies or Travelers
     Agreement between 1999 and the present;

(3) Claim files for the five largest claims, by dollar amount,
     that involve payments, reserves, actual losses or expenses,
     or amounts incurred that are in any way factored into the
     asserted change in the amount due from Owens Corning
     between 1999 and the present under the Policies or
     Travelers Agreements, or Claim Files for the five largest
     claims, by dollar amount;

(4) All documents related to or upon which Travelers base its
     assertion that as of May 31, 2007, Owens Corning "owed an
     aggregate of approximately 3.1 million", including all
     documents that refer to, or support that assertion;

(5) All documents that refer to, relate or support the
     $2,461,144 amount that is stated in the document entitled
     "cover Owens-Corning Fiberglass Corp. Valuation Adjustment
     Summary Losses as of 02/29/2008," which was provided by e-
     mail to Mitchelle Dolin dated August 29, 2008;

(6) For each year between 1999 and the present, all documents
     showing the change in payments, reserves, actual losses or
     expenses, or amounts incurred, under the Policies and
     Travelers Agreements to the extent that this change is in
     any way factored into the amount that Travelers claims it
     is owed from Owens Corning;

(7) All documents relating to whether or when any premium
     payment or other obligations under the Travelers Agreements
     have been closed, terminated, or exhausted;

(8) All documents that refer to, relate to, support, or
     undermine Travelers' Claim No. 7304, which was filed with
     the U.S. Bankruptcy Court for the District of
     Delaware by Travelers Indemnity Company & Affiliates on or
     about April 12, 2002;

(9) To the extent not already produced, a copy of any billing
     or other computation of the retrospective premiums that was
     sent by Travelers to Owens Corning for amounts asserted
     due under the Policies or Travelers Agreements between 1996
     and the present;

(10) All documents that relate to the Policies or Travelers
     Agreements that were created between 1996 and the present;

(11) All documents that relate to any billing or other
     computation of the retrospective premiums during the period
     between 1996 and the present, including all communications
     by, between or among Travelers and Owens Corning relating
     to these billings or computations and all documents that
     relate to any failure by Travelers to send these billings
     or computations;

(12) Claim Files for the five currently open claims that involve
     the highest reserved amount that Travelers contend is due
     from Owens Corning to Travelers;

(13) All documents relating to the amount the Travelers contend
     is due from Owens Corning to Travelers under the Policies
     and Travelers Agreements; and

(14) For each year between 1996 and the present, all documents
     showing the change in payments, reserves, actual losses of
     expenses, or amounts incurred, under the Policies and
     Travelers Agreements to the extent that the change is in
     any way factored into the amount that Travelers claims it
     is owed from Owens Corning.

In accordance with the Court's April 22, 2009 Order with respect
to the Debtors' 55th Omnibus Objection to Claims, particularly
the Debtors' objection relating to the claims of Travelers
Indemnity Company, Judge Fitgerald has set the trial to take
place on January 6 and 7, 2010, commencing at 9:00 a.m., at the
U.S. Bankruptcy Court in Pittsburg, Pennsylvania.

The September schedules for fact discovery, initial expert
disclosures and the status conference remain.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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


PARALLEL PETROLEUM: Apollo Deal Won't Affect S&P's 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Parallel Petroleum Corp. (B/Negative/--) remain unaffected by the
company's announcement of a definitive agreement to be acquired by
an affiliate of Apollo Global Management LLC.  Although the Apollo
affiliate plans to buy back Parallel's outstanding senior notes,
S&P believes there is a high degree of uncertainty surrounding its
longer term intentions and financial policy regarding Parallel.

S&P's ratings on Parallel also reflect its near-term liquidity
issues, limited and geographically concentrated reserve base, and
high cost structure.


PERPETUA HOLDINGS: Cook County Sheriff May Fight for Cemetery
-------------------------------------------------------------
The Associated Press reports that the Cook County Sheriff's
Department is considering legal moves to take Burr Oak Cemetery
away from Perpetua Holdings again.  The AP relates that families
with relatives buried at the cemetery are angry that keys to the
place have been returned to Perpetua.

Arizona-based Perpetua Holdings has owned Burr Oak since 2001.
Perpetua also owns Cedar Park Cemetery in Calumet Park.

As reported by the TCR on September 17, 2009, Perpetua Holdings
filed for Chapter 11 bankruptcy protection, listing $1 million to
$10 million in liabilities owed to up to 200 creditors.


PLAINFIELD APARTMENTS: Court Postpones Ruling on Cash Collateral
----------------------------------------------------------------
Mark Spivey at MyCentralJersey.com reports that the Hon. Morris
Stern of the U.S. Bankruptcy Court for the District of New Jersey
has postponed a ruling on the use of cash collateral.

According to MyCentralJersey.com, Judge Stern declined to issue a
ruling on whether rent collections from the apartments should be
funneled to Spencer Savings Bank, which holds the mortgages on
them, citing concern about the welfare of tenants, the "innocent
parties" in the case.  The report quoted Judge Stern as saying,
"There has to be a responsible party managing these units . . .
(tenants) are entitled to some kind of humane management."

MyCentralJersey.com states that Judge Stern has set a second
collateral hearing for 10 a.m. on October 30.  The Court would
"see how things shake out" in terms of to what degree Plainfield
Apartments can get its financial situation under control, the
report says, citing Judge Stern.

Plainfield, New Jersey-based Plainfield Apartments, LLC, filed for
Chapter 11 on Aug. 7, 2009 (Bankr. D. N.J. Case No. 09-30679).
Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster, Della Fera
& Sodono, P.C., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor listed total assets of
$14,181,853 and total debts of $17,587,846.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29, 2009 (Case No. 09-29666).


PROBE MANUFACTURING: June 30 Balance Sheet Upside-Down by $627,000
------------------------------------------------------------------
Probe Manufacturing Inc.'s balance sheet at June 30, 2009, showed
total assets of $1,106,891 and total liabilities of $1,733,776,
resulting in a stockholders' deficit of $626,885.

For three months ended June 30, 2009, the Company posted a net
loss of $165,866 compared with a net income of $13,198 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $388,383 compared with a net income of $121,260 for the same
period in 2008.

On Aug. 14, 2009, W.T. Uniack & Co. CPA's, P.C. expressed
substantial doubt about Probe Manufacturing Inc.'s ability to
continue as a going concern after auditing financial statement for
three and six month period ending June 30, 2009.

The Company said that for the six months ended June 30, 2009, the
Company had a net loss, a working capital deficit, and a
shareholder deficit.  The ability of the Company to operate as a
going concern is still dependent upon its ability (1) to obtain
sufficient debt or equity capital; or (2) to generate positive
cash flow from operations.

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

Based in Lake Forest, California, Probe Manufacturing Inc. (OTCBB:
PMFI) -- http://www.probemi.com/-- provides electronics
manufacturing services to original equipment manufacturers of
industrial, automotive, semiconductor, medical, communication,
military, and high technology products.  The company was founded
in 1993.  It was formerly known as Probe Manufacturing Industries,
Inc., and changed its name to Probe Manufacturing Inc., in 2005.


QUEENS BLVD. LINCOLN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Queens Blvd. Lincoln Mercury Inc.
            dba Queens Boulevard Lincoln Mercury
            dba Queens Boulevard Suzuki
            dba Queens Boulevard Isuzu
        92-02 172nd Street
        Jamaica, NY 11435

Bankruptcy Case No.: 09-47973

Chapter 11 Petition Date: September 16, 2009

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Eric J. Snyder, Esq.
                  Siller Wilk LLP
                  675 Third Avenue, 9th Floor
                  New York, NY 10017
                  Tel: (212) 421-2233
                  Fax: (212) 752-6380
                  Email: esnyder@sillerwilk.com

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

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

According to the schedules, the Company has assets of at least
$1,384,000, and total debts of $2,574,772.

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

            http://bankrupt.com/misc/nyeb09-47973.pdf

The petition was signed by Anthony Giorgianni, president of the
Company.


QVC INC: Fitch Assigns Rating on $500 Mil. Senior Secured Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to QVC, Inc.'s
$500 million senior secured note offering due 2019.  Proceeds will
be used to reduce borrowings under the company's bank facility.
The notes will be secured and guaranteed on a pari passu basis
with the company's approximately $4 billion of outstanding secured
bank debt pro forma for this transaction.  Fitch currently rates
QVC and its parent, Liberty Media LLC:

QVC, Inc.:

  -- Issuer Default Rating 'BB';
  -- Senior Secured 'BBB-'.

Liberty Media LLC:

  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-'.

The Outlook is Negative for all ratings.  Note that all ratings
take into account Fitch's expectations for the split-off of
Liberty Entertainment, Inc.

The 'BBB-' rating on the secured note offering takes into account
placement in the capital structure.  The notes are expected to
receive guarantees from all of QVC's material domestic
subsidiaries as well as security in certain personal and
intellectual property.  The security package does not include real
property, likely as a result of the limitation on liens covenant
in LLC bonds.  The secured collateral can be removed if QVC's
leverage falls for two consecutive fiscal quarters below 2 times
as defined in the company's credit agreement.  Fitch would expect
the debt of a sub-2x leveraged QVC to remain investment grade.

In addition, subsidiaries guaranteeing the notes (restricted
subsidiaries) can be designated as unrestricted if the company is
in compliance with its consolidated leverage test which starts at
3.9x and steps down to 3.5x by March 2011 and beyond.  This
provision is weaker than the bank facility, as leverage step-downs
for designation of unrestricted subsidiaries reach 3x in that
document; however, Fitch does not believe this warrants a
difference in ratings.  The rights for noteholders toward the
security and guarantee packages are generally tied to the credit
facilities.  The existing facilities mature 2014; however, the
senior notes' security is intended to remain tied to any re-
financings/replacements of the existing facilities and therefore
the notes should remain secured through 2019 (notwithstanding
leverage under 2x or an unsecured bank facility, in which instance
Fitch would expect to see an improved capital structure for QVC).

QVC's ratings reflect its individual business profile and credit
metrics that would likely warrant an IDR greater than 'BB' on a
stand-alone basis; however, it also takes into account the
reliance on QVC to service a large portion of the debt at LLC.  In
addition to general event risk, the Negative Outlook reflects the
weak global economic environment and its impact on QVC's
businesses.  Fitch estimates QVC's gross leverage at approximately
3.2x for the last 12 months ended June 30, 2009.  Interest
coverage should remain above 4x pro forma for all recent
refinancings.  Including the company's commission payments to
cable providers, Fitch estimates QVC's fixed charge coverage ratio
to be just over 3x.

QVC registered positive growth in the previous two economic
downturns (early 1990s and post 9/11) and until the third quarter
of 2008 never had a quarterly revenue decline.  However, worldwide
revenue for the LTM ended June 30, 2009 is down approximately 7%.
QVC's U.S. and U.K. operations have performed the weakest, while
Germany has been relatively resilient over the last year.  QVC
Japan is just now registering negative growth (-3% on a constant
currency basis), as the Japanese economy has generally lagged the
U.S. Fitch expects to see additional weakness in that region over
the next few quarters.  Importantly, the most recent quarter ended
June 30, 2009 registered improvement in sequential yearly trends
for the U.S., U.K. and German operations.  Total global revenue
was down 4% for the most recent quarter versus double-digit
declines over the prior two quarters.  For the most recent
quarter, U.S revenue was down 2% versus declines of 9%-12% over
the prior three quarters.  U.K. constant-currency revenue was up
1% (versus mid-single-digit declines) while German constant-
currency revenue was up 7%.  The improvement is generally the
result of improving trends in average spend per customer.  Despite
these improving trends, Fitch is still cautious regarding a near-
term return to consistent material growth.

Fitch believes the softness of QVC's operations over the last 12-
18 months is predominantly due to the general cyclicality expected
in such a weak economic environment and not due to secular changes
in the business.  In order to manage through the downturn, the
company has reduced its employee base by 900 and continues to
manage down its inventory levels.  The company has also benefited
from lower delivery costs and improved overall efficiencies with
its distribution infrastructure.  As a result, declines in EBITDA
have generally trended with the declines in revenue over the last
few periods.

While Fitch differentiates the IDRs of QVC and LLC, the difference
is currently limited to one notch, because Fitch believes default
risk will remain relatively correlated as cash can still travel
throughout all entities relatively easily.  Historically, Fitch
equalized the IDRs of the two issuing entities based on the belief
that resources at QVC would be used to support LLC if ever needed
and vice versa.  Fitch believed that the strength and resources of
QVC and LLC (excluding QVC) were generally similar, and the
residual value at each entity would justify using the other
entity's resources if ever needed, as equity holders would be
unlikely to risk losing specific assets to lenders if it could be
avoided by using other group member's resources.  Fitch still
believes this to be the case, albeit to a lesser degree relative
to historical periods.  The reduction in asset value at LLC via
the expected split-off of Liberty Entertainment, Inc., as well as
QVC bank facility features (mandatory amortization, stricter
restricted payments basket, etc.), result in a weaker IDR for LLC
relative to QVC.

The consolidated LLC's liquidity is strong and supported by
approximately $3.9 billion in cash at June 30, 2009, and over
$6 billion in gross marketable securities.  Fitch estimates QVC
cash to be approximately $750 million for the same period.  There
is no availability under the QVC revolver.  QVC's maturity
schedule is material and includes $500 million in 2010,
$700 million in 2011, $400 million in 2012, $400 million in 2013,
and $2.5 billion in 2014 (before factoring in the $500 million
secured note offering).  Between QVC cash flows and remaining
assets at LLC, Fitch believes the company has the ability to meet
this maturity schedule organically.  The restricted payments
basket at QVC has no restrictions on dividends specifically for
principal and interest of debt allocated to Liberty Interactive.
Otherwise, dividends are restricted if QVC leverage is greater
than 3.5x with step-downs to 3.0x over the next few years.


QVC INC: S&P Assigns Corporate Credit Rating at 'BB+'
-----------------------------------------------------
On Sept. 16, 2009, Standard & Poor's Ratings Services said that it
assigned its 'BB+' corporate credit rating to QVC Inc. and placed
the rating on CreditWatch with negative implications.  The
corporate credit rating on QVC incorporates S&P's analysis of the
consolidated enterprise, including QVC as a wholly owned
subsidiary of Liberty Media Corp. (BB+/Watch Neg/--).  Although
QVC's amended credit facilities have limitations on dividends to
Liberty Media from QVC, S&P believes the strategic relationship
between the entities warrants this consolidated approach.

"We also assigned S&P's 'BBB' issue-level rating (two notches
higher than the corporate credit rating) and '1' recovery rating
to the proposed $500 million senior secured notes due 2019.  The
'1' recovery rating indicates S&P's expectation of very high
recovery (90%-100%) in the event of payment default," said
Standard & Poor's credit analyst Andy Liu.  Proceeds from the
proposed debt offering will be used to repay debt under QVC's
existing credit facilities.  The secured note rating also was
placed on CreditWatch with negative implications.

The CreditWatch listings on Liberty Media and QVC are based on
Liberty Media's plan to distribute a majority of its Liberty
Entertainment tracking stock assets to existing Liberty
Entertainment tracking stockholders through the split-off of a
newly formed subsidiary, Liberty Entertainment Inc.  LMEI will
consist of Liberty Media's entire 52% interest in the DIRECTV
Group Inc., its 65% interest in GSN LLC, 65% of FUN Technologies,
and 100% of Liberty Sports Holdings Inc.  LMEI will also be the
obligor on about $2 billion of derivative borrowings.  If the
transaction proceeds as planned, it would remove significant asset
value from Liberty Media, while leaving most of Liberty Media's
consolidated debt in place.  Upon completion of the split-off
(expected in the fourth quarter of 2009), S&P expects to lower its
corporate credit rating on Liberty Media and QVC to 'BB-' with a
negative outlook.  The various issue-level ratings will be lowered
accordingly.

The rating on QVC, consolidated with Liberty Media, reflects its
participation in the highly competitive retail industry and
current pressure on consumer spending.  In addition, the rating
reflects Liberty Media's high debt leverage and historically
aggressive financial policy.  S&P expects QVC to pay down debt
over the intermediate term.  Longer term, the consolidated
entity's financial policy will likely be fluid.  QVC's strong
record of performance and expansion into new markets, scale and
cost advantages, and good discretionary cash flow are key
positives.


RAPID LINK: To Acquire Capital Stock of Blackbird
-------------------------------------------------
Rapid Link, Incorporated, on September 4, 2009, accepted a binding
letter of intent from Blackbird Corporation with regards to the
acquisition by Rapid Link of all or substantially all of the
outstanding shares of capital stock of Blackbird held by a group
of majority shareholders of Blackbird resulting in Blackbird
becoming an operating subsidiary of Rapid Link.

In consideration for the Blackbird shares, Rapid Link will issue
an aggregate of 520,000,000 shares of its common stock to the
Blackbird Shareholders, which will constitute roughly 80% of Rapid
Link's then-issued and outstanding shares of common stock.  The
parties expect the Transaction to close by October 31, 2009.

As part of the Transaction, Telenational Communications, Inc.,
Rapid Link's wholly owned subsidiary, will transfer certain of its
assets and liabilities to Blackbird or another wholly owned
subsidiary of Rapid Link, and Rapid Link will spin-off
Telenational.

The closing of the Transaction will be subject to certain
conditions, including:

     -- Rapid Link must dispose of its CLEC business, its One Ring
        Networks, Inc. business, and its fixed wireless broadband
        Internet access business in Northern California prior to
        signing a definitive agreement.

     -- Rapid Link must convert all of its subordinated debt into
        shares of its common stock or One Ring equity prior to
        signing a definitive agreement.

     -- Rapid Link must obtain a reduction of the aggregate
        amounts outstanding under certain senior notes due to
        Laurus Master Fund, Ltd., and its affiliates including,
        without limitation, Valens U.S. SPV I, LLC, Valens
        Offshore SPV II Corp., and LV Administrative Services,
        Inc., down to $2,500,000 that will be senior to all of
        Rapid Link's obligations.

     -- The aggregate amount of shares of Rapid Link's issued and
        outstanding common stock as of the Closing (taking into
        account each of the debt conversions) shall be no more
        than 130,000,000 shares.

     -- At the Closing, Rapid Link must only be responsible for
        the following indebtedness: (i) senior secured debt due to
        Laurus must be restructured to provide for a maximum
        principal amount of $2,500,000 to accrue interest at 8.00%
        interest with all amounts due and payable in one balloon
        payment on the third anniversary of the Closing; and (ii)
        junior indebtedness in the total outstanding amount of
        $600,000.  The restructured Laurus debt will be allocated
        as follows: (A) $1,250,000 as a senior obligation of Rapid
        Link; and (B) $1,250,000 as a senior obligation to be
        secured by the Telenational assets to be transferred.

     -- Except for certain outstanding warrants issued to Laurus,
        Trident Growth Fund, L.P., and Global Capital Funding
        Group, LP, all outstanding options, warrants, stock
        awards, and other securities convertible into shares of
        Rapid Link's common stock, including, without limitation,
        any such convertible securities or other derivatives held
        by any of the following: (i) John Jenkins and Apex
        Acquisitions, Inc., Rapid Link's principal shareholders,
        (ii) all of Rapid Link's and its subsidiaries' employees,
        and (iii) any other lender of Rapid Link, must be
        terminated and cancelled with no further obligation on the
        part of Rapid Link with respect thereto.

     -- Any of Rapid Link's obligations to issue securities or any
        registration rights agreements or similar arrangements
        obligating Rapid Link to register any of its securities
        with the U.S. Securities and Exchange Commission must be
        terminated with no further force or effect.

     -- At the Closing, Rapid Link's current officers and
        directors must resign all of their positions with Rapid
        Link as well as any of its subsidiaries and any applicable
        employment agreements must be terminated with no further
        force and effect (including any change of control or
        severance obligations that may be triggered by the entry
        into or the consummation of the Transaction).

     -- At the Closing, the Principal Rapid Link Stockholders must
        enter into lock-up agreements in favor of Rapid Link
        pursuant to which each shall not be permitted (without
        Rapid Link's prior written consent) to sell any shares of
        Rapid Link's common stock for a period of one year
        following the Closing for a purchase price below $0.05 per
        share.

     -- Rapid Link must obtain all requisite approvals (including
        shareholder approval) to amend its certificate of
        incorporation to increase the amount of shares of common
        stock authorized for issuance from 175,000,000 to
        1,000,000,000, to change its corporate name to a name
        satisfactory to Blackbird, to delete Article Eighth, and
        amend Article Eleventh to provide for a majority
        affirmative vote instead of the two-thirds vote currently
        required for various corporate actions.

     -- Rapid Link must be in good standing with, and shall have
        filed all periodic reports required by, the SEC in a
        timely manner, except for its upcoming quarterly report on
        Form 10-Q, which Rapid Link must use its best efforts to
        have filed no later than September 21, 2009.

     -- Telenational must indemnify and hold Rapid Link harmless
        from any amounts (including attorneys' fees and related
        costs) associated with Rapid Link's pending lawsuits.

     -- All regulatory approvals and other third-party permits,
        authorizations, approvals, and consents necessary for the
        consummation of the Transaction must have been obtained,
        and all applicable legal requirements shall have been
        satisfied, unless the parties mutually agree to extend the
        time period for obtaining such regulatory approvals or
        otherwise proceed with the Transaction without having
        received all required regulatory approvals prior to the
        Closing.

     -- Rapid Link's core business, consisting of call center
        wholesale, international wholesale, calling card,
        residential long-distance callback, and related services,
        shall have ongoing operations generating revenues of at
        least roughly $600,000 per month and yielding at least
        roughly $150,000 in gross profit per month for the
        calendar quarter immediately prior to the Closing.

     -- There shall have be no material adverse change in the
        operations of Rapid Link's Core Business since April 30,
        2009, that has not otherwise been disclosed to Blackbird
        in writing.

In addition, upon the execution of a definitive agreement for the
Transaction, Blackbird and Rapid Link will enter into a management
agreement pursuant to which representatives designated by
Blackbird shall manage the Core Business for the period between
the execution of the definitive agreement and the Closing.

The LOI will terminate upon the earlier of (i) the execution of a
definitive agreement for the Transaction, (ii) a written agreement
terminating the LOI signed by Rapid Link and Blackbird, or (iii)
September 30, 2009.

A copy of the Letter of Intent to purchase Blackbird Corporation
is available at no charge at http://ResearchArchives.com/t/s?44f7

                         About Rapid Link

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.

Rapid Link, Inc., reported $11,339,032 in total assets and
$16,527,587 in total liabilities, resulting in $5,188,555 in
stockholders' deficit as of April 30, 2009.  The Company has an
accumulated deficit of $55,126,284 as of April 30, 2009 as well as
a significant working capital deficit.  The Company said funding
of working capital deficit, current and future operating losses,
and expansion will require continuing capital investment, which
may not be available to it.  Although to date the Company has been
able to arrange debt facilities and equity financing, there can be
no assurance that sufficient debt or equity financing will
continue to be available in the future or that it will be
available on terms acceptable to the Company.


RAPID LINK: To Delay Filing of July 31 Form 10-Q
------------------------------------------------
Rapid Link, Incorporated said its Form 10-Q for the period ending
July 31, 2009 cannot be filed in a timely manner without
unreasonable effort and expense due to an unforeseen change in the
company's auditing firm, as well as a personnel change of the
company's primary accounting officer.

                         About Rapid Link

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.

Rapid Link, Inc., reported $11,339,032 in total assets and
$16,527,587 in total liabilities, resulting in $5,188,555 in
stockholders' deficit as of April 30, 2009.  The Company has an
accumulated deficit of $55,126,284 as of April 30, 2009 as well as
a significant working capital deficit.  The Company said funding
of working capital deficit, current and future operating losses,
and expansion will require continuing capital investment, which
may not be available to it.  Although to date the Company has been
able to arrange debt facilities and equity financing, there can be
no assurance that sufficient debt or equity financing will
continue to be available in the future or that it will be
available on terms acceptable to the Company.


REALTY INCOME: S&P Affirms Preferred Stock Rating at 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit and senior unsecured debt ratings on Realty Income Corp.
The affirmations affect roughly $1.35 billion of Realty Income's
senior unsecured notes.  S&P also affirmed its 'BB+' rating on
Realty Income's preferred stock.  The outlook is stable.

"Our ratings on Realty Income Corp. continue to acknowledge the
company's conservatively leveraged balance sheet, diversified
portfolio of triple-net-leased retail properties, and prudent
underwriting, which collectively have supported historically
stable cash flow and sound debt service coverage measures," said
Standard & Poor's credit analyst Elizabeth Campbell.  "Partially
offsetting these strengths are the company's less creditworthy
tenant base and some revenue concentration with industries and
tenants that are currently under stress, particularly within the
company's largest segment, restaurants.  Importantly, S&P believes
Realty Income's currently good liquidity defensively positions the
company to withstand potential tenant stress during what could be
a deep and protracted economic downturn."

Despite the still-weak retail environment, S&P expects Realty
Income's occupancy and tenant rent coverage to remain supportive
of debt service and fixed-charge coverage measures through the
downturn.  S&P would revise its outlook to negative, however, if
the company struggles to manage potential large tenant losses such
that fixed-charge coverage drops below 2.6x and/or total coverage
of the common dividend dips below 1.0x.  The possibility of
additional tenant stress and Realty Income's currently slim common
dividend coverage preclude positive rating momentum in the near
term.


REDDING RIDGE BISTRO: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Redding Ridge Bistro 52 Corp.
        107 Black Rock Turnpike
        Redding, CT 06896

Bankruptcy Case No.: 09-51847

Chapter 11 Petition Date: September 16, 2009

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

Debtor's Counsel: Timothy D. Miltenberger, Esq.
                  Coan Lewendon Gulliver & Miltenberger
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: (203) 243-4488
                  Email: tmiltenberger@coanlewendon.com

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

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

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

            http://bankrupt.com/misc/ctb09-51847.pdf

The petition was signed by Michael C. Pedicini Jr., president of
the Company.


REDONDO CONSTRUCTION: Highway Authority Told To Pay $10 Mil.
------------------------------------------------------------
WestLaw reports that under Puerto Rico law, a debtor-contractor
could collect interest from the time that the amounts on a road
construction contract were due from the Puerto Rico highway and
transportation authority, up to the date on which the debtor
collected the amounts due.  The applications for payments were
consigned in court after the debtor filed for bankruptcy, well
after the underlying construction project was completed.  In re
Redondo Const. Corp., --- B.R. ----, 2009 WL 2827957 (Bankr. D.
P.R.) (Carlo-Altieri, C.J., and Inclan, J.).

Chief Judge Carlo-Altieri's order dated Aug. 31, 2009, directs the
Puerto Rico Highway and Transportation Authority to compensate
Redondo approximately $10 million plus 6% interest from as far
back as 1999.

WestLaw additionally reports that during a hearing before the
bankruptcy court in the Chapter 11 case of a debtor-contractor,
the Puerto Rico highway and transportation authority specifically
agreed to submit the debtor's claims for amounts due for work
performed on three road construction projects to the bankruptcy
court, in lieu of the arbitration proceedings provided for in the
parties' contracts.  Therefore, the bankruptcy court had
jurisdiction to enter final orders and judgments in the debtor's
adversary proceedings.  In re Redondo Const. Corp., --- B.R. ----,
2009 WL 2827961, (Bankr. D. P.R.).

Redondo Construction Corporation has been in the construction
business for thirty years, and worked on many public and
government projects.  Redondo filed for chapter 11 protection
(Bankr. D. P.R. Case No. 02-02887) on March 19, 2002, and the
Bankruptcy Court confirmed the Debtor's chapter 11 plan on
October 6, 2005.


RH DONNELLEY: 14 Affiliates' Schedules of Assets & Debts
--------------------------------------------------------
Fourteen debtor-affiliates of R.H. Donnelley Corporation,
reported assets ranging from $0 to $370,000,000:

Debtor                               Assets      Liabilities
------                               ------      -----------
Dex Media East, Inc.           $366,814,927   $1,148,564,044
Dex Media West, Inc.           $328,175,143   $2,518,824,238
RHD Service LLC                $175,000,000     $175,000,000
Dex Media West LLC             $117,252,381   $1,109,088,086
Dex Media Service LLC          $108,562,198               $0
Dex Media East LLC              $83,308,169   $1,102,196,100
Dex Media, Inc.                 $75,500,749   $3,789,471,722
Business.Com, Inc.              $16,613,654      $21,802,427
Dontech II Partnership           $4,541,159   $1,848,514,566
Dontech Holdings LLC                 $9,834   $1,847,584,107
Get Digital Smart.Com, Inc.              $0   $1,847,584,108
Dex Media East Finance Co.               $0   $1,102,196,100
Dex Media West Finance Co.               $0   $1,109,088,086
Work.Com, Inc.                           $0               $0

                       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: 14 Affiliates' Statements of Financial Affairs
------------------------------------------------------------
Fourteen debtor-affiliates of R.H. Donnelley Corporation, filed
with the Court their unaudited Statements of Financial Affairs:

  * Dex Media East Finance Co.;
  * Dex Media East LLC;
  * Dex Media East, Inc.;
  * Dex Media Service LLC;
  * Dex Media West Finance Co.;
  * Dex Media West LLC;
  * Dex Media West, Inc.;
  * Dex Media, Inc.;
  * Business.Com, Inc.;
  * Dontech Holdings LLC;
  * Dontech II Partnership;
  * Get Digital Smart.Com, Inc.;
  * RHD Service LLC; and
  * Work.Com, Inc.

Mark W. Hianik, R.H. Donnelley Corp.'s senior vice-president,
general counsel, and corporate secretary, relates that these
Debtors earned income from operation of their businesses:

  Debtor                     Period                Income
  ------                     ------                ------
  Dex Media East      01/01/09 to 05/28/09      $255,090,317
                      01/01/08 to 12/31/08      $673,160,920
                      01/01/07 to 12/31/07      $700,639,950

  Dex Media West      01/01/09 to 05/28/09      $350,892,957
                      01/01/08 to 12/31/08      $928,096,295
                      01/01/07 to 12/31/07      $965,504,109

  Business.Com        01/01/09 to 05/28/09       $27,885,832
                      01/01/08 to 12/31/08       $73,171,526
                      01/01/07 to 12/31/07       $25,111,076

With regard to income other than operation of their businesses,
these Debtors earned these amounts for these periods:

  Debtor                     Period                Income
  ------                     ------                ------
  Dex Media East      01/01/09 to 05/28/09        $6,375,603
                      01/01/08 to 12/31/08       $23,015,328
                      01/01/07 to 12/31/07       $20,897,167

  Dex Media West      01/01/09 to 05/28/09        $5,034,312
                      01/01/08 to 12/31/08       $31,219,450
                      01/01/07 to 12/31/07       $54,603,555

  Business.Com        01/01/09 to 05/28/09           $29,582
                      01/01/08 to 12/31/08          $154,844

With regard to debts that are not primary consumer debts, the
Debtors paid these amounts to various creditors within 90 days
before they filed for bankruptcy protection:

  Dontech II                               $2,015,180
  Dex Media East                          $53,739,156
  Dex Media West                         $120,208,683
  Dex Media Service LLC                   $27,354,377
  Business.Com                            $36,280,164

Within one year before the Petition Date, the Debtors paid these
amounts for the benefit of creditors who are, or were, insiders:

  Dontech II                                  $33,055
  Dex Media East                             $158,948
  Dex Media West                             $425,487
  Dex Media Service                        $1,707,863
  Business.Com                             $7,611,129

Complete copies of the Debtors' statements of assets and
liabilities are available for free at:

  * Dex Media West
       See http://bankrupt.com/misc/RHDSOFADMWest.pdf

  * Dex Media West LLC
       See http://bankrupt.com/misc/RHDSOFADMWLLC.pdf

  * Dontech
       See http://bankrupt.com/misc/RHDSOFADonTech.pdf

  * Dontech II
       See http://bankrupt.com/misc/RHDSOFADontTech2.pdf

  * Dex Media East Finance
       See http://bankrupt.com/misc/RHDSOFAEastFinance.pdf

  * Get Digital
       See http://bankrupt.com/misc/RHDSOFAGetDigital.pdf

  * RHD Service
       See http://bankrupt.com/misc/RHDSOFAService.pdf

  * Work.Com
       See http://bankrupt.com/misc/RHDSOFAWorkCom.pdf

  * Business.Com
       See http://bankrupt.com/misc/RHDSOFABusiness.pdf

  * Dex Media East
       See http://bankrupt.com/misc/RHDSOFADMEast.pdf

  * Dex Media East LLC
       See http://bankrupt.com/misc/RHDSOFADMELLC.pdf

  * Dex Media West Finance
       See http://bankrupt.com/misc/RHDSOFADMFinanceLLC.pdf

  * Dex Media, Inc.
       See http://bankrupt.com/misc/RHDSOFADMI.pdf

  * Dex Media Service LLC
       See http://bankrupt.com/misc/RHDSOFADMServiceLLC.pdf

                       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)


RHODE ISLAND HEALTH: S&P Changes Outlook on 'BB-' Rating to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its
'BB-' rating on Rhode Island Health & Educational Building Corp.'s
revenue debt, issued for Westerly Hospital, to stable from
negative.

At the same time, Standard & Poor's affirmed its 'BB-' rating on
the debt.

The stable outlook reflects Westerly's improved operating margin
through fiscal 2008 and interim period results that are better
than management's budgeted expectations.

While Westerly's financial profile remains weak overall and has
deteriorated slightly from Standard & Poor's last review, the
rating agency expects some volatility at this rating level.  In
addition, many of Westerly's financial ratios are adequate for the
rating.  Westerly's liquidity remains adequate for the rating,
currently precluding a lower rating.  Based on management's
indication, recent increases in contract revenues, coupled with
expense reductions, should allow the organization to exceed
budgeted expectations through fiscal year-end 2009.

"While S&P expects Westerly's operating margin to stabilize, S&P
is realistic that the hospital will likely experience modest
operating losses over the next one to two years.  S&P also expect
the organization will retain or improve its current liquidity
without significantly increasing its reliance on short-term
financing," said Standard & Poor's credit analyst Jennifer Soule.
"We would lower the rating if the hospital were to realize
accelerated operating losses, further liquidity declines, and/or
increased debt.  Furthermore, a higher rating is currently
unlikely for Westerly."

The rating further reflects the hospital's improved financial
operating results through fiscal 2008 -- Through the first nine
months of fiscal 2009 (the interim period ended June 30, 2009),
operating results appeared slightly weaker than the previous year
but better-than-budgeted expectations; deterioration in liquidity
through the interim period, a drop of 26%, compared with fiscal
2007 levels -- Management attributes the decline, in large part,
to the fall of the investment markets in late 2008 and early 2009;
and minimal direct competition -- There, however, is out-
migration.

Through interim fiscal 2009, Westerly's financial performance
began to deteriorate with a $1.9 million operating loss reported
for the period.  Management indicates payor increases effective
June 1, 2009, and greater benefits from cost-containment measures
over recent months will allow the organization to beat its
budgeted loss of $2.5 million for the full fiscal year.
Management is projecting an approximately $1.5 million operating
loss.  Looking ahead to fiscal 2010, management's internal target
is to generate a break-even operating margin.

Westerly's balance sheet, while significantly weaker than in the
past, still allows for liquidity measures adequate for the current
rating.  Liquidity, excluding proceeds from a working capital line
of credit, was $11.6 million in fiscal 2008, which provided
Westerly with 54 days' cash on hand and accounted for 65% of total
debt outstanding.  While liquidity is adequate for the rating
category, the interim period reflected further declines.

The rating action affects roughly $9.98 million of debt
outstanding.


ROUNDY'S SUPERMARKETS: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the credit ratings of Roundy's
Supermarkets Inc. and changed the rating outlook to stable from
negative.

The change in outlook is based on the company's ability to
maintain relatively stable operating margins and cash flow during
a challenging period in the markets.  The ratings continue to
reflect Roundy's high leverage and modest size, as well as its
very good position in key markets.

These ratings were affirmed (and assessments revised):

* Corporate Family Rating at B2

* Probability of Default Rating at B3

* Senior secured term loan due 2011 at B1 (LGD 2, 27%) from (LGD
  3, 30%)

* Senior secured revolver expiring 2010 at B1 (LGD 2, 27%) from
  (LGD 3, 30%)

The last rating action for Roundy's was the downgrade of the
ratings on September 24, 2008.

Roundy's Supermarkets, Inc., headquartered in Milwaukee,
Wisconsin, operates 154 retail grocery stores primarily under the
Pick 'n Save, Copps, and Rainbow banners.  Annual sales
approximate $3.9 billion.  The company is 90% owned by Willis
Stein Funds.


SAMSONITE STORES: To Close 84 Stores, May Exit Bankr. in 90 Days
----------------------------------------------------------------
CoStar Group reports that Samsonite Company Stores LLC said that
it would close up to 84 of its 173 U.S. stores.

According to CoStar, most of the store closings will occur at
malls.  Samsonite, says the report, wants to focus its U.S.
retailing strategy almost solely on its better-performing outlet
store division.  The report states that the store closing process
will terminate on November 30, 2009.  Hilco Merchant Resources is
expecting to get bankruptcy court approval to manage the store
closing process and dispose of Samsonite's leases related to the
closures, according to the report.

Samsonite, CoStar reports, plans to emerge from bankruptcy in 45
to 90 days.

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability.  In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states.  It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores LLC filed for Chapter 11 on September 2,
2009 (Bankr. D. Del. Case No. 09-13102).  Attorneys at Young
Conaway Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton &
Garrison LLP serve as bankruptcy counsel to the Debtor.  Hilco
Merchant Resources LLC is liquidation agent.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The case has
been assigned to Judge Peter J. Walsh.


SANSWIRE CORP: June 30 Balance Sheet Upside-Down by $17 Million
---------------------------------------------------------------
Sanswire Corp.'s balance sheet at June 30, 2009, showed total
assets of $3,895,102, total liabilities of $20,779,991, resulting
in a stockholders' deficit of $16,884,889.

For three months ended June 30, 2009, the Company posted a net
loss of $7, 299,396 compared with a net loss of $600,122 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $7,749,154 compared with a net loss of $3,326,059 for the same
period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it had a
net loss and used cash in operating activities for the six months
ended June 30, 2009, and had a working capital deficit and a
stockholders' deficit of $16,884,889 at June 30, 2009.

The Company added that its ability to continue as a going concern
is dependent upon the Company's ability to raise additional funds
and implement its business plan.  Additional cash will still be
needed to support operations.  The management believes it can
continue to raise capital from various funding sources, which when
added to budgeted sales, will be sufficient to sustain operations
at its current level through Dec. 31, 2009.  However, if budgeted
sales levels are not achieved or if significant unanticipated
expenditures occur, or if it is unable to obtain the necessary
funding, the Company may have to modify its business plan, reduce
or discontinue some of its operations or seek a buyer for all or
part of its assets to continue as a going concern.

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

Sanswire Corp. (OTC:SNSR) fka GlobeTel Communications Corp. is
focused on the design, construction and marketing of various
aerial vehicles most of which would be capable of carrying
payloads that provide persistent surveillance and security
solutions at various altitudes.  The airships and auxiliary
products are intended for end users that include military, defense
and government-related entities.  The Company seeks to build and
run a UAV business that includes low-, mid- and high-altitude,
lighter-than-air vehicles; adding value to their security,
surveillance and broadcasting abilities through the integration of
wireless technologies with an array of customer payloads.


SEMGROUP LP: Committee Retains Navigant as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in SemGroup L.P.'s
cases sought and obtained the Court's authority to retain Navigant
Consulting, Inc., as its forensic financial advisor, nunc pro tunc
to July 29, 2009.

As the Creditors' Committee's forensic advisor, Navigant
Consulting has agreed to provide these services:

  (a) review and analysis of physical inventories of the
      Debtors' various entities;

  (b) review and analysis of the physical inventories and
      financial trading activities of the Debtors and the
      relationship between these trading activities and the
      physical inventories of the Debtors' various entities;

  (c) review of the work papers of the Debtors' auditors;

  (d) investigation of potential claims against current and
      former insiders, affiliates, lenders and third parties;

  (e) review and analysis of claims relating to the prepetition
      liquidation of trading positions and accounts that may
      give rise to potential avoidance actions;

  (f) other and additional investigation and financial analysis
      as the Creditors' Committee and its counsel may request,
      including any litigation support; and

  (g) testimony in support of any relief sought by the
      Creditors' Committee.

Navigant Consulting will be paid according to its professionals'
customary hourly rates:

     Title                       Rate per Hour
     -----                       -------------
     Managing Director               $600
     Director                        $500
     Associate Director              $440
     Managing Consultant             $385
     Senior Consultant               $315
     Consultant                      $250

Navigant Consulting will submit monthly fee statements in
accordance with the Interim Compensation Procedures Order.

Upon review, Peter Salomon, managing director at Navigant
Consulting, maintained that his firm is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: SemCAMs Wants to Vest Assets to Auriga
---------------------------------------------------
Madame Justice Romaine in the Court of Queen's Bench of Alberta
Judicial District of Calgary entered an order on August 28, 2009,
approving SemCAMS ULC's sale of its Kaybob South Amalgamated
Plant No. 1 and 2 to Auriga Energy Inc. pursuant to an Agreement
for the Amalgamation, Ownership and Operation of Kaybob South
Plant No.1 and 2.

Moreover, the assets sold to Auriga include a 4.6% working
interest of SemCAMS in portions of the KA Plant and other
miscellaneous interests.  At closing, all right, title and
interest of SemCAMS in and to the KA Plant Interest will be
transferred, and vested to Auriga, free and clear of all liens.


                        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)


SINOBIOPHARMA INC: Posts $2.2MM Net Loss in Fiscal Ended May 31
---------------------------------------------------------------
Sinobiopharma, Inc., posted a net loss of $2,231,001 for fiscal
year ended May 31, 2009, compared with a net loss of $757,409.

The Company's balance sheet at May 31, 2009, showed total assets
of $5,956,443, total liabilities of $5,179,612 and a stockholders'
equity of $776,831.

On Sept. 14, 2009, Schumacher & Associates, Inc., in Denver,
Colorado, expressed substantial doubts about Sinobiopharma, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended May 31,
2009, and 2008.  The auditor noted the Company's losses since its
inception, and its negative working capital.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4504

On Sept. 22, 2008, Sinobiopharma, Inc., completed the reverse
acquisition of Dongying Pharmaceutical Co, Limited, a company
organized under the laws of the Territory of the British Virgin
Islands, and all the subsidiaries of Dongying BVI in accordance
with the Share Exchange Agreement, whereby the company acquired
100% of the issued and outstanding shares in the capital of
Dongying BVI, in exchange for the issuance of 40,000,000 (post
forward stock split) shares of common stock of the company in
aggregate to the shareholders of Dongying BVI on a pro rata basis.
Dongying BVI is the registered owner of 100% of the capital of Big
Global Limited, a company organized under the laws of Hong Kong,
and Big Global Limited is the registered owner of 100% of the
capital of Dong Ying (Jiangsu) Pharmaceutical Co., Ltd., a company
organized under the laws of the People's Republic of China.  Dong
Ying China is in the business of the research, production and
development of biopharmaceutical products.


SLH MOTORSPORTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SLH Motorsports, Inc.
           dba Northwest Arkansas Sign Shop
        1895 Martin Luther King Blvd, Ste 1
        Fayetteville, AR 72701

Bankruptcy Case No.: 09-74638

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/arw09-74638.pdf

The petition was signed by James Steven Holden, president of the
Company.


SMURFIT-STONE: Makes Voluntary $250 Mil. Repayment
--------------------------------------------------
To recall, the Bankruptcy Court authorized Smurfit-Stone Container
Corp. and its affiliates on February 23, 2009, to enter into a DIP
credit agreement with JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto
Branch, as Canadian administrative agent and Canadian collateral
agent, and the lenders from time to time party thereto.

In a regulatory filing with the Securities and Exchange
Commission dated September 9, 2009, Craig A. Hunt, Esq., the
Debtors' senior vice president, secretary and general counsel,
disclosed that on September 9, Smurfit-Stone Container
Enterprises, Inc., made a voluntary $250 million prepayment on
the $400 million U.S. term loan under the Credit Agreement.

The DIP Credit Agreement provides for borrowings up to an
aggregate committed amount of $750 million consisting of the
$400 million U.S. term loan for borrowings by SSCE; a $35 million
Canadian term loan for borrowings by Smurfit-Stone Container
Canada Inc.; a $215 million U.S. revolving credit facility for
borrowings by SSCE or SSC Canada; a $35 million U.S. revolving
credit and letter of credit facility for borrowings by SSCE or
SSC Canada; and a $65 million Canadian revolving credit and
letter of credit facility for borrowings by SSCE or SSC Canada.

Following the prepayment, there will be approximately
$137 million outstanding under the U.S. term loan and $35 million
under the Canadian term loan under the DIP Credit Agreement, and
the Company will have available liquidity, including cash, of
approximately $800 million, notes Mr. Hunt.  The Company
continues to have zero borrowings outstanding under both the U.S.
revolving credit facility and the Canadian revolving credit
facility under the DIP Credit Agreement, he adds.

According to Mr. Hunt, Smurfit-Stone Container Canada, Inc.
entered into an agreement for the sale of its Canadian
timberlands and expects to close the transaction by mid-
September, resulting in a pre-payment of approximately U.S.$27
million of the Canadian term loan under the DIP Credit Agreement
and leaving a balance of approximately $8 million under this
facility.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Proposes Georgia-Pacific Settlement
--------------------------------------------------
Georgia-Pacific Corrugated I LLC and the Debtors previously
entered into an agreement wherein the Debtors agreed to purchase
a certain parcel of real property located at 210 Grove Street,
Franklin, Norfolk County, Massachusetts and certain personal
property associated the property for $15 million.

In connection with the Purchase Agreement, the Debtors entered
into an escrow agreement and deposited $1 million with
LandAmerica Title Insurance Company as earnest money to be
applied against the Purchase Price at closing.  However, the
Parties never closed the transaction contemplated in the Purchase
Agreement.

On January 15, 2009, Georgia-Pacific filed a complaint for breach
of contract in the Superior Court of Fulton County, Georgia
against the Debtors but the State Court Action was stayed because
of the Debtors' Chapter 11 cases.

On June 1, 2009, Georgia-Pacific instituted an adversary
proceeding by filing a complaint for breach of contract and
seeking declaratory and injunctive relief.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, tells the Court that the Parties have discussed a
resolution and, following good faith negotiations, have reached
an agreement resolving all issues relating to the Purchase
Agreement, the Escrow Funds, the State Court Action and the
Adversary Proceeding.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement and authorize them to carry out the terms,
and take all other actions necessary or desirable to implement
the Settlement Agreement's provisions.

The material terms of the Settlement Agreement are:

  * Nothing contained in the Settlement Agreement will
    constitute an admission (i) by the Debtors as to the facts
    alleged in the State Court Action or the Adversary
    Proceeding or (ii) by either the Debtors or Georgia-Pacific
    as to whether or not the Escrow Funds are property of the
    bankruptcy estate.

  * Upon the Court's approval of the Settlement Agreement, the
    Debtors and Georgia-Pacific agree that they will promptly
    provide written instructions to the Escrow Agent directing
    the disbursement of the Escrow Funds:  $700,000 of the
    Escrow Funds will be paid to Georgia-Pacific, and the
    balance of the remaining Escrow Funds, including any accrued
    interest held by the Escrow Agent, will be paid to the
    Debtors.

  * After receipt of the disbursements, the Parties agree that
    they, and their officers, directors, agents, subsidiaries,
    and affiliates, will waive and release any and all claims
    they may have against the other Parties with respect to the
    Purchase Agreement, the Settlement Agreement, the Property,
    the Escrow Agreement, and the Escrow Funds, provided that
    nothing in the Settlement Agreement is intended to waive,
    release, or otherwise settle any other claims between or
    among the Parties including, but not limited to, those
    currently pending in the Debtors' bankruptcy proceeding.

    The Debtors agree that Georgia-Pacific has the right to
    receive the Escrow Funds without holdback, set-off,
    limitation or any other impairment of Georgia Pacific's
    rights to the payment, regardless of any other claims, debts
    or liabilities between the Debtors and Georgia-Pacific,
    including, without limitation, any claims (a) arising under
    or related to Sections 502(d), 544, 547, 548, 549, and 550
    of the Bankruptcy Code and (b) any and all avoidance,
    preference, fraudulent conveyance, and similar actions under
    bankruptcy and state law.

  * Upon the Escrow Agent making the disbursements, Georgia-
    Pacific will take the appropriate actions to dismiss the
    State Court Action and the Adversary Proceeding with
    prejudice.

Mr. Conlan contends that the Settlement Agreement is the product
of extensive good faith negotiations and arm's length bargaining
among the Parties.  Accordingly, the Debtors believe that the
Settlement Agreement is within the Debtors' sound business
judgment and should, therefore, be approved.

Furthermore, the Debtors and Georgia-Pacific have a complex
business relationship and each Party is a customer of the other,
Mr. Conlan notes.  He reasons that approval of the Settlement
Agreement would allow the Debtors and Georgia-Pacific to avoid
contentious litigation which, in turn, would help preserve the
valuable relationship between the Patties.

In a separate filing, the Debtors sought and obtained a Court
order setting the hearing on their request to September 30, 2009.
Any responses must be filed on or before September 25, 2009.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: U.S. Bank Wants Lift Stay to Enforce Bond Rights
---------------------------------------------------------------
U.S. Bank Trust National Association, as Indenture Trustee for
the Village of Hodge Louisiana Combined Utility System Bonds,
asks the Court to confirm that the automatic stay is not
applicable to certain indenture funds.

In the alternative, U.S. Bank asks that the automatic stay be
terminated to permit the use of the Indenture Funds in accordance
with the bond documents.

According to Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris
Glovsky and Popeo P.C., in Boston, Massachusetts, U.S. Bank's
request is filed against a backdrop of various defaults under the
relevant documents that relate to the Indenture Funds, including,
without limitation, a default in the payment of amounts.

Pursuant to the documents underlying the Bonds, the Indenture
Trustee has rights to apply the Indenture Funds to satisfy
amounts due and payable on account of the Bonds, Mr. Bleck
relates.  He notes that U.S. Bank files its request as a
precaution as the Indenture Funds are held in trust and are not
otherwise "property of the estate" and are not protected by the
automatic stay.

The Bonds were issued by the Village of Hodge, Louisiana, which
operates a combined water, sewerage and electric utility system
in Louisiana.  The Debtor's Hodge, Louisiana manufacturing
facility is the largest single user of these outputs and
services.

Mr. Bleck contends that U.S. Bank's request should be allowed
because the Indenture Funds are not property of the Debtors'
estate and are only held in trust.


SMURFIT-STONE: USW Wants Lift Stay to Continue Litigation
---------------------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
asks the Court to lift the automatic stay to allow litigation to
continue in USW's civil action against the Debtors.

According to Susan E. Kaufman, Esq., at Cooch and Taylor P.A., in
Wilmington, Delaware, the relief sought would be limited in that
USW is not asking the Court to allow proceedings to collect on
any judgment that may be entered against the Debtors.

                         The CBA

USW and the Debtors are parties to a collective bargaining
agreement governing the Debtors' manufacturing facility in
Atlanta, Georgia.

Among other provisions, the CBA prohibits the Debtors from
disciplining employees without just cause.

The CBA provides a procedure for the resolution of any dispute
arising between the USW and the Debtors involving the meaning or
application of the CBA.  In the event the parties are unable to
settle their dispute at one of the preliminary stages of the
contractually agreed upon procedure, the CBA provides for final
and binding arbitration.

On September 15, 2005, the Debtors terminated Clifford Adams and
accordingly, the USW filed a grievance under the CBA protesting
the Debtors' termination of Mr. Adams.

The Debtors and USW submitted the Grievance to final and binding
arbitration before Arbitrator Joe D. Woodward who held a hearing
on August 3, 2007.  The parties presented evidence and argument
at the hearing and had the opportunity to cross-examine
witnesses.

Subsequently, Mr. Woodward found that the discharge of Mr. Adams
violated the CBA and ordered that Mr. Adams be "immediately
reinstated with such accommodations as are necessary to employ
Mr. Adams in a comparable position, as nearly as possible, to the
one from which he was discharged. The Grievant [Mr. Adams] is
entitled to receive all back pay which he would have received had
he not been terminated together with a restoration of all lost
seniority."

However, Ms. Kaufman tells the Court that the Debtors have not
reinstated Mr. Adams and have not paid his back wages.

Prior to the Petition Date, USW and its Local Union No. 703 filed
a complaint against the Debtors in the United States District
Court for the Northern District of Georgia.  In the complaint,
USW sought an order compelling the Debtors to comply with the
Award.  The Debtors subsequently filed an answer to the
complaint.

Ms. Kaufman contends that "good cause" exists to modify the
automatic stay.  She notes that discovery in the Civil Action
will be minimal given the extremely limited grounds for refusing
to comply with a labor arbitration award.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SONIC AUTOMOTIVE: S&P Puts 'CCC+' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its 'CCC+'
corporate credit rating and related issue ratings on Charlotte,
North Carolina-based Sonic Automotive Inc. on CreditWatch with
positive implications.  At the same time, S&P assigned its 'CCC-'
issue rating and a '6' recovery rating to the company's proposed
$125 million convertible notes due 2029.

"The rating action reflects the company's announced plan to raise
new capital by selling nine million shares of common stock and
$125 million of long-dated convertible notes," said Standard &
Poor's credit analyst Nancy Messer.  "We estimate gross proceeds
could be about $225 million," she continued.

The current rating on Sonic reflects the company's very tight
liquidity -- including near-term debt maturities -- and high
leverage as the recession has reduced profitability.  Light-
vehicle sales in North America have reached a multi-decade low in
2009, and S&P is assuming that demand will rebound only slightly
in 2010.

Sonic has stated that it plans to use net proceeds to repay
existing debt, including debt with near-term puts or maturities.
For example, the company has $160 million of 4.25% convertible
senior subordinated notes, which are due in November 2015 but
redeemable at the holders' option in November 2010.  If the
company has not refinanced at least 85% of its outstanding 4.25%
convertible notes by Aug. 25, 2010, holders of its recently issued
6% convertible notes can require Sonic to repurchase all or a
portion of the 6% notes at that time.  Separately, Sonic must
renegotiate or extend its secured credit facility, which expires
in February 2010.

The rating on Sonic also reflects the company's high debt, low
cash flow protection measures, and weak business risk profile as
one of several large consolidators in the highly competitive U.S.
auto retailing industry.  Sonic operates dealership franchises in
about 15 states, including in the fast-growing but now pressured
markets in the Southeast, West, and Southwest.  More than 80% of
Sonic's total new-vehicle revenue comes from import and luxury
vehicles, which tend to have a fairly loyal customer base for
vehicle maintenance.

S&P view Sonic's liquidity as very tight (minus the benefits from
the proposed transaction), given the expiration of its credit
facility in February 2010.  Sonic had $48.9 million available on
the revolving credit facility as of June 30, 2009, after
accounting for $77.5 million in letters of credit and the
borrowing base of $206.4 million.  The cash balance was minimal.

In S&P's view, Sonic will generate some positive free cash flow
because S&P expects it to spend very little on acquisitions,
capital expenditures, and stock repurchases this year, but S&P
does not expect free cash flow generation to be sufficient to
reduce debt significantly.  The company suspended its shareholder
dividend in early 2009.

S&P could raise the company's corporate credit rating if Sonic
completes its proposed capital market transactions, allowing it to
repay debt and alleviate near-term refinancing risks.  In S&P's
view, this would need to include a refinancing of its secured
credit facility.  For an upgrade, S&P would also need to believe
that EBITDA and cash flow generation have reached a low and that
sustainable improvement is possible as light-vehicle sales
gradually recover in 2010.


SPECTRUM BRANDS: S&P Assigns Corporate Credit Rating at 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Atlanta-based Spectrum Brands Inc.
S&P assigned bank loan and recovery ratings to Spectrum Brands'
$1.4 billion senior secured debt, consisting of a $974 million
balance on its $1 billion term loan B, a $50 million synthetic
letter of credit facility, and a euro term loan
(EUR262 million/$357 million equivalent at June 30, 2009) (all
maturing 2012).  S&P also assigned ratings to the company's
$218 million senior subordinated notes maturing 2019.

The issue-level rating on the secured bank facility is 'B-' (the
same as the corporate credit rating), with a recovery rating of
'3', indicating an expectation for meaningful (50%-70%) recovery
of principal in the event of a payment default.  The subordinated
notes are rated 'CCC', two notches below the corporate credit
rating, with a recovery of '6', indicating an expectation for
negligible (0%-10%) recovery of principal in the event of a
payment default.

The ratings on Spectrum Brands reflect the company's weak
operating performance in recent years, high debt leverage even
after its Chapter 11 reorganization, and challenges in its battery
and home and garden business segments.  Increased commodity costs
and an intensely competitive and promotional retail environment
weakened these segments in recent years.  Although operating
results have improved somewhat in recent quarters as a result of
lower commodity costs and better operating efficiencies, negative
currency effects in the battery and global personal care segments
have affected operating results.  S&P believes Spectrum Brands
benefits from its diversified product portfolio (batteries; hair
care and men's grooming; home and garden; and pet accessories) and
geographic diversity.

"It is S&P's opinion that the company had a history of highly
aggressive debt-financed acquisitions, including Tetra and United
Industries (2005), Remington Products Co. (2003), and Varta AG
(2002) for a total cost of more than $2 billion," said Standard &
Poor's credit analyst Susan Ding.  In recent years, management has
focused on restructuring the business segments and improving
operating efficiency.  "We believe the company should also benefit
from its exit of the growing products segment of its lawn and
garden business," added Ms. Ding, "which should reduce seasonal
working capital needs and contribute toward improved operating
margins."


STATER BROS: Reduced Funding Rates Won't Move Moody's Ratings
-------------------------------------------------------------
Supermarkets rated by Moody's Investors Service will not see a
near term ratings impact as a result of reduced funding rates for
multiemployer pension plans following recent declines in asset
values.

The rationale is explained in a special comment published
yesterday, titled "Supermarket Ratings Not Affected by Deeper
Multiemployer Pension Shortfall." "There is sufficient room within
existing ratings and outlooks of rated supermarkets at this time
to absorb higher risks resulting from increased funding
deficiencies," stated Marie Menendez, Senior Vice President at
Moody's.

Moody's currently rates these five U.S. supermarkets with publicly
disclosed financial information which Moody's have identified as
participating in multi-employer pension plans:

* Corporate Family or Senior Debt Rating

* Great Atlantic and Pacific Tea Co. B3 / Negative Outlook

* The Kroger Co. Baa2 / Stable Outlook

* Safeway Inc. Baa2 / Stable Outlook

* Stater Bros. Holdings Inc. B2 / Stable Outlook

* SUPERVALU, Inc. Ba3 / Stable Outlook

The last rating actions for the named issuers were:
Great Atlantic and Pacific: SGL raised and other ratings affirmed
on August 7, 2009

* The Kroger Co.: Short term rating assigned and ratings confirmed
  Sept. 21, 2004

* Safeway Inc.: Ratings affirmed and outlook revised to stable on
  August 1, 2007

* Stater Bros.: New issue rated and existing ratings downgraded
  April 2, 2007

* SUPERVALU: New debt rating assigned and ratings affirmed
  April 30, 2009


SUN-TIMES MEDIA: Jim Tyree Won't Change Position on Pay Cuts
------------------------------------------------------------
Michael O'Neal and Julie Johnsson at Chicago Tribune report that
Chicago businessman James C. Tyree -- who leads private investor
group STMG Holdings, LLC, which entered into a "stalking horse"
asset purchase agreement with Sun-Times Media Group -- said that
he won't negotiate.

As reported by the TCR on September 17, 2009, Chicago Sun-
Times workers represented by the Chicago Newspaper Guild rejected
major concessions that the management has said are a prerequisite
from 18 collective bargaining units for Sun-Times Media Group's
proposed sale.  Sun-Times Media sought wage-and-benefit reductions
from 18 unions.  The concessions include cuts in severance pay and
limiting it to four weeks and elimination of seniority as a
deciding factor in layoffs.  Chicago Newspaper Guild executive
director Tom Thibeault said that union employees had been aware of
Sun-Times Media's plea to continue 15% compensation cuts
negotiated after the Company's bankruptcy.  Sun-Times Media wants
to extend those cuts for three years, regardless of when union
contracts expire.

According to Chicago Tribune, Mr. Tyre said that he would be
willing to sit down with union leaders and explain why the package
of 15% cuts in compensation and sweeping work-rule changes is
necessary.  "I'm not going to be changing my position.  If (I do)
I'll surely lose.  And I'm trying to keep from losing," the report
quoted Mr. Tyre as saying.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SUPERVALU INC: Reduced Funding Rates Won't Move Moody's Ratings
---------------------------------------------------------------
Supermarkets rated by Moody's Investors Service will not see a
near term ratings impact as a result of reduced funding rates for
multiemployer pension plans following recent declines in asset
values.

The rationale is explained in a special comment published
yesterday, titled "Supermarket Ratings Not Affected by Deeper
Multiemployer Pension Shortfall." "There is sufficient room within
existing ratings and outlooks of rated supermarkets at this time
to absorb higher risks resulting from increased funding
deficiencies," stated Marie Menendez, Senior Vice President at
Moody's.

Moody's currently rates these five U.S. supermarkets with publicly
disclosed financial information which Moody's have identified as
participating in multi-employer pension plans:

* Corporate Family or Senior Debt Rating

* Great Atlantic and Pacific Tea Co. B3 / Negative Outlook

* The Kroger Co. Baa2 / Stable Outlook

* Safeway Inc. Baa2 / Stable Outlook

* Stater Bros. Holdings Inc. B2 / Stable Outlook

* SUPERVALU, Inc. Ba3 / Stable Outlook

The last rating actions for the named issuers were:
Great Atlantic and Pacific: SGL raised and other ratings affirmed
on August 7, 2009

* The Kroger Co.: Short term rating assigned and ratings confirmed
  Sept. 21, 2004

* Safeway Inc.: Ratings affirmed and outlook revised to stable on
  August 1, 2007

* Stater Bros.: New issue rated and existing ratings downgraded
  April 2, 2007

* SUPERVALU: New debt rating assigned and ratings affirmed
  April 30, 2009


SWIFT ENERGY: S&P Changes Outlook on 'B+' Rating to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Swift
Energy Co. to stable from negative.  S&P affirmed the 'B+'
corporate credit rating.  At the same time S&P raised the issue-
level rating on Swift's unsecured notes to 'BB-' (one notch above
the corporate credit rating) and revised the recovery rating to
'2' indicating S&P's expectations for substantial (70%-90%)
recovery in the event of a payment default from '3'.

"The outlook revision reflects Standard & Poor's recently revised
oil and natural gas price assumptions for 2009 and 2010," said
Standard & Poor's credit analyst Amy Eddy.  The outlook revision
also reflects the company's improved liquidity profile.  Swift
typically does not hedge a meaningful portion of its production
and earlier in 2009, S&P were concerned that low commodity prices
and some shut-in production as a result of the 2008 hurricanes
would weigh on Swift's credit metrics and liquidity.  The company
has since raised approximately $109 million in net proceeds
through a secondary offering of common equity, resulting in
approximately $190 million available under its revolving line of
credit.  The debt repayment as a result of the equity offering, as
well as S&P's raised oil price assumptions, results in expected
debt to EBITDA of slightly more than 3x in 2009 and interest
coverage around 4.5x.

Houston-based Swift had approximately 116 million barrels of oil
equivalent of total proved reserves as of Dec. 31, 2008, of which
53% are proved developed and 43% are crude oil, 42% are natural
gas and 15% are natural gas liquids.  With second-quarter 2009
average daily production rates of about 25,000 barrels of oil
equivalent, Swift's reserve to production ratio is more than 12
years.  Standard & Poor's Ratings Services believes that although
Swift's reserve life is relatively long, which helps mitigate
near-term depletion risk, its proved developed reserve life is
much shorter at close to seven years.  This indicates substantial
development-spending requirements to convert the reserves into
production.  Swift operates primarily in Louisiana and Texas.

S&P could take a negative rating action if debt to EBITDA
materially increases above 4x on a sustained basis due to
aggressive capital spending or poor performance.  S&P could take
a negative rating action if liquidity levels drop below
$100 million.  Although S&P does not expect positive rating
actions in the near term, S&P could do so if the company posts
satisfactory operating performance while maintaining satisfactory
liquidity levels and credit metrics.


SYNOVICS PHARMACEUTICALS: Expects $2MM Net Loss for July 31 Qtr
---------------------------------------------------------------
Synovics Pharmaceuticals, Inc., said its financial statements
necessary to file its Form 10-Q for the period ended July 31,
2009, in a timely fashion are not completed, and it cannot do so
in a timely manner without unreasonable burden and expense.

Synovics Pharmaceuticals anticipates that it will report
significant changes in its results of operations for the three and
nine months ended July 31, 2009 as compared to the same period in
the prior fiscal year.

Based on information available at this time, the Company said:

     -- revenue decreased from roughly $7.7 million and
        $18 million in the three and nine months ended July 31,
        2008, respectively, to roughly $1.6 million and
        $11.2 million in the three and nine months ended July 31,
        2009, respectively,

     -- total operating expenses decreased from roughly
        $3.8 million and $9 million in the three and nine months
        ended July 31, 2008, respectively, to roughly $1.3 million
        and $6.4 million in the three and nine months ended
        July 31, 2009, respectively,

     -- other income decreased from roughly $1.3 million for the
        three months ended July 31, 2008, to other expenses of
        roughly $200,000 for the three months ended July 31, 2009,
        and other expenses decreased from roughly $1.9 million for
        the nine months ended July 31, 2009, to other expenses of
        roughly $1.1 million for the three months ended July 31,
        2009, resulting

     -- in the decrease of net income from roughly $500,000 for
        the three months ended July 31, 2008, to a net loss of
        roughly $2 million for the three months ended July 31,
        2009, and an increase in net loss of roughly $4.7 million
        for the nine months ended July 31, 2008, to roughly
        $5.8 million for the nine months ended July 31, 2009.

The substantial decrease in revenue was the result of the
cessation of sales of the Company's products containing ephedrine
and guaifenesin and decreases in sales of the Rx product line.
This has had a material adverse effect on the Company's business,
prospects, financial condition and results of operation.  The
decrease in total expenses was the result of the Company's
reduction in sales revenue and a reduction in selling, general and
administrative expense.  The decrease in other expenses was
attributable to the significant reduction in outstanding debt
during the previous fiscal year.

The Company posted a net loss of $2,592,618 for the three months
ended April 30, 2009, compared to a net loss of $2,941,124 for the
same period last year.  The Company posted a net loss of
$3,693,672 for the six months ended April 30, 2009, compared with
a net loss of $5,165,827 for the same period last year.

At April 30, 2009, the Company had $19,434,205 in total assets and
$18,094,364 in total liabilities.

                   About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

                           *     *     *

Miller Ellin & Company, LLP, in New York, in a letter dated
January 29, 2009, to Synovics Pharmaceuticals, Inc., expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated balance sheets of
Synovics Pharmaceuticals, Inc., and Subsidiaries as of October 31,
2008 and 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years
ended October 31, 2008, 2007, and 2006.  The firm pointed out that
the company has negative working capital of $6,540,018 and has
experienced significant losses and negative cash flows.  The
company incurred net losses of $4,005,831, $20,857,884,
$8,571,021, $2,911,260 and $1,124,336, for the years ended
October 31, 2008, 2007, 2006, 2005, and 2004.  As of October 31,
2008, the Company's accumulated deficit was $78,649,597.


SYNOVUS FINANCIAL: Capital Raising Moves Cue Fitch to Keep Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Synovus Financial
Corporation and its subsidiary banks, following the company's
announcement on Sept. 14, 2009, describing multiple capital
raising initiatives.  The Rating Outlook remains Negative.

The affirmation anticipates that SNV will successfully execute on
its announced $500 million capital raising plan, which includes a
$350 million common stock issuance, a conditional exchange offer
for subordinated debt, and various balance sheet refinements.
Fitch views these capital enhancements as both prudent and
necessary, given the company's ongoing asset quality challenges
and significant exposure to troubled regions of the Southeast.

Credit issues continue to stem from SNV's residential
construction, development, and land loan portfolios; the majority
of which reside in the greater Atlanta area and Florida (which
totaled 21% and 14% of total loans respectively, at June 30,
2009).  While management has been successful in disposing of
problem assets, Fitch believes nonperforming asset inflows will
persist at an elevated level over the near-term.  As such, Fitch
believes prolonged credit stress will continue to weigh heavily on
the company's financial condition, which may erode the full
benefit of the potential capital augmentations.

Additional concerns exist regarding the Memorandum of
Understanding with the Federal Reserve Bank of Atlanta and the
State of Georgia, with whom SNV and several of its subsidiary
banks have entered.  While the regulatory actions have not placed
specific stipulations on SNV's capital levels, which were above
'well-capitalized' regulatory guidelines as of June 30, 2009, SNV
has agreed to implement enhanced capital monitoring procedures.
Under the MOU, the company has also agreed to provide additional
detail with regards to its credit risk and liquidity management
practices.  Fitch anticipates that portions of the capital SNV
raises through the common stock issuance will eventually have to
be down streamed to certain subsidiary banks.

Maintenance of the Negative Outlook reflects both the possibility
of credit deterioration becoming more pronounced and the weakening
of some of SNV's other fundamental strengths, such as its core
funding base.  Should SNV be unsuccessful in its capital raising
initiatives, the company's ratings could be downgraded.  However,
ratings are supported by the company's current liquidity position,
sound funding base, improved reserve levels, and potentially
enhanced capital levels.

With over $34 billion in assets, Synovus is a diversified
financial services holding company based in Columbus, GA.
Operating through its lead bank, Columbus Bank & Trust Company and
its other numerous affiliated banks, SNV provides a broad range of
traditional consumer and commercial banking products and services
throughout its southeast footprint.

Fitch has affirmed these ratings with a Negative Outlook:

Synovus Financial Corp.

  -- Long-term Issuer Default Rating at 'BB-';
  -- Subordinated Debt at 'B';
  -- Preferred Stock at 'B-';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Columbus Bank & Trust

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Athens First Bank & Trust Co.

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Coweta

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Nashville

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of North Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Pensacola

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Bank of Tuscaloosa

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

CB&T Bank of Middle Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Citizens Bank & Trust of West Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Citizens First Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Coastal Bank of Georgia

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Cohutta Banking Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Commercial Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Commercial Bank & Trust Co.

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Community Bank & Trust of Southeast Alabama

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commercial Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commercial Bank of Huntsville

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Community Bank of Tifton

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First National Bank of Jasper

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

First State Bank and Trust Company of Valdosta

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Georgia Bank & Trust

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

National Bank of South Carolina

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

National Bank of Walton County

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sea Island Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Security Bank & Trust Company of Albany

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sterling Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Short-term Deposits at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Sumter Bank & Trust Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Synovus Bank of Tampa

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Tallahassee State Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Trust One Bank

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Vanguard Bank & Trust Company

  -- Long-term IDR at 'BB-';
  -- Long-term Deposits at 'BB';
  -- Short-term IDR at 'B';
  -- Individual at 'D';
  -- Support at '5';
  -- Support Floor at 'NF'.


TEMPE LAND: Wants Ch 11 Reorg. Case Converted to Ch 7 Liquidation
-----------------------------------------------------------------
Jan Buchholz at Phoenix Business Journal reports that Tempe Land
Co. LLC has asked the U.S. Bankruptcy Court for the District of
Arizona to convert its Chapter 11 reorganization case to Chapter 7
liquidation, saying in court documents that "a consensual
reorganization has proved unattainable".

Tempe Land said in a statement that "the adverse financial
markets, ongoing conflicts, and continuing costs contributed to
the decision."

Business Journal states that Tempe Land was scheduled to file a
reorganization plan by Tuesday.

According to Business Journal, the project has been at a
standstill since 2008, when developers failed to secure the
estimated $75 million in additional funding needed to complete the
$200 million residential and retail project.  Business Journal
relates that the project's primary lender, Mortgages Ltd., also
filed for Chapter 11 after the suicide of its founder and sole
shareholder Scott Coles.

Citing former state land Commissioner Mark Winkleman, Business
Journal says that the unpaid principal on the Mortgages Ltd. loan,
is $135 million.  According to the report, the property presumably
will be sold and Mortgages Ltd. will assert its lien rights.
"There's no way that property is worth anywhere close to
$135 million," the report quoted Mr. Winkleman as saying.

Headquartered in Tempe, Arizona, Tempe Land Company LLC is a
condominium developer.  The Company filed for Chapter 11
protection on December 5, 2008 (Bankr. D. Ariz. Case No.
08-17587).  David WM Engelman, Esq., at Engelman Berger, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed both
assets and debts between $100 million and $500 million.


THORNBURG MORTGAGE: Two Top Executives Leave Co. Amid Probe
-----------------------------------------------------------
Emily Chasan at Reuters reports that Thornburg Mortgage Inc. CEO
Larry Goldstone and Chief Financial Officer Clarence Simmons have
resigned.

As reported by the TCR on September 15, 2009, the U.S. Trustee for
the District of Maryland received information about a "potential
misappropriation" of assets at Thornburg Mortgage, Inc., now known
as TMST Inc.  The trustee is seeking to examine Messrs. Goldstone
and Simmons and corporate communications vice president Amy Pell,
based on information it received indicating the Company's assets
may have been misused.  Thornburg Mortgage's official committee of
unsecured creditors also filed a motion on seeking to interview
Messrs. Goldstone and Simmons.

Thornburg Mortgage said in a statement that Messrs. Goldstone and
Simmons have resigned, effective Sept. 15, "as a result of a
disagreement between them and the Company with respect to policies
concerning the allocation and use of resources, including
employees."

Reuters relates that Thornburg Mortgage said that director Ike
Kalangis had also left his position in the Company.  Citing
Thornburg Mortgage, the report says that director Anne-Drue M.
Anderson was appointed as president and treasurer of the Company
and will serve as the principal executive.

According to Reuters, a federal official called for a Chapter 11
trustee to manage the Thornburg Mortgage's bankruptcy or an
examiner "to conduct a broad investigation" into the Company's
affairs.  Reuters states that a status hearing on the U.S.
trustee's request is set for Monday.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


THREE ARROWS ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Three Arrows Enterprises, Inc.
           dba Black Tie Motor Cars
        515 N. Reading Road
        Ephrata, PA 17523

Bankruptcy Case No.: 09-07161

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.com

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

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

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

The petition was signed by Nicholas R. Reinhart, president of the
Company.


TOR MINERALS: Restates Annual Report to Affix Signature of Auditor
------------------------------------------------------------------
TOR Minerals International, Inc., posted a net loss of $4,962,000
for year ended Dec. 31, 2008, compared with a net income of
$71,000 for the same period in 2007.

The Company's balance sheet at Dec. 31, 2008, showed total assets
of $34,337,000, total liabilities of $11,822,000 and a
stockholders' equity of $22,515,000.

On March 31, 2009, UHY LLP in Houston, Texas expressed substantial
doubt about TOR Minerals International, Inc.'s ability to continue
as a going concern after auditing the Company's financial
statements for fiscal years ended Dec. 31, 2008, and 2007.  The
auditor noted that the Company's credit facility with a U.S.
Financial Institution matures on April 1, 2009, at which time the
credit facility will be terminated as indicated by the financial
institution.  As a result, the Company will be required to raise
additional capital, find alternative means of financial support,
or both.  The Company may have difficulty in obtaining the
necessary financing to repay this credit facility.

The Company filed an amendment to its annual report on Form 10-K
for the year ended Dec. 31, 2008, solely to reflect the conformed
signature in the Report of Independent Registered Public
Accounting Firm.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?4502

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4503

                       About TOR Minerals

TOR Minerals International, Inc. (NASDAQ: TORM) is a worldwide
specialty chemical company engaged in the business of
manufacturing and marketing mineral products for use as pigments,
pigment extenders and flame retardants used in the manufacture of
paints, industrial coatings, plastics, catalysts and solid surface
applications.  The Company's U.S. manufacturing plant, located in
Corpus Christi, Texas, is situated on the north side of the Corpus
Christi Ship Channel and has its own dock frontage at the plant.
The Company also utilizes the Bulk Terminal, operated by the Port
of Corpus Christi Authority, to discharge bulk shipments of
synthetic rutile and Barite from cargo vessels directly into
trucks for delivery to its plant.


TOUSA INC: Court Okays Cash Collateral Use Until Oct. 31
--------------------------------------------------------
Bankruptcy Judge John Olson authorizes Tousa Inc. and its
affiliates to continue using cash collateral of their prepetition
lenders, through October 31, 2009, in accordance with a prepared
budget for the months of September and October 2009.

The estimated operating cash flows under the Sept-Oct. 2009
Budget are:

       Month ended       Est. Total Operating Cash Flow
       --------------    ------------------------------
       September 2009              ($5,920,000)
       October 2009                 (1,118,000)

A copy of the Sept/Oct 2009 Budget is available for free
at http://bankrupt.com/misc/TOUSA_CashCollBudgettilOct09.pdf

Judge Olson rules that the Debtors' use of Cash Collateral is
conditioned on their compliance with the certain financial
covenants.  The Financial Covenants will be measured as (i)
actual monthly Operating Cash Flow that must not be less than the
projected monthly Operating Cash Flow set forth in the Budget
minus $10 million; and (ii) cumulative Operating Cash Flow for
the applicable period must be no less than the amounts set forth
for the applicable period:

         Period                    Minimum Operating Cash Flow
   -------------------             ---------------------------
   09/01/09 - 09/30/09                     ($4,520,000)
   10/01/09 - 10/31/09                     ($2,239,000)

A full-text copy of TOUSA's Fourth Interim Cash Collateral
Order dated September 10, 2009, is available for free at:

   http://bankrupt.com/misc/TOUSA_4thInterimCashCollORD.pdf

The Court will hold a final hearing on the Debtors' cash
collateral request on September 23, 2009.  Objections are due
September 17.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Proposes to Sell Real Property to JNP Capital
--------------------------------------------------------
Tousa Inc. and its affiliates have conducted homebuilding
operations in metropolitan markets located in the Mid-Atlantic
region, which includes Baltimore/Southern Pennsylvania, Nashville,
and Virginia.  Before the Petition Date, the Debtors sold a
significant portion of their assets in the Mid-Atlantic Region to
NVR, Inc.  Pursuant to the Interim Order for Non-Core Asset Sale
Procedures, TOUSA Homes, Inc. and NVR entered into a postpetition
agreement for the sale of 57 unfinished single family lots in the
Mid-Atlantic Region and that sale was consummated on May 15,
2009.

Although NVR had acquired substantially all of TOUSA assets in
the Mid-Atlantic Region, the Debtors relate that they continue to
maintain an interest in certain real property located in that
Region.  The Remaining Real Properties are:

  1. In the Baltimore/Southern Pennsylvania market, TOUSA Homes
     owns 15 finished lots in the subdivision known as Bracey
     Estates located in Charles County, Maryland; and 3
     unfinished lots within a Planned Community known as
     Millcreek Crossing located in York County, Pennsylvania.

  2. Engle/Gilligan, L.L.C, also owns two finished lots in
     Wyndham Commons Condominium, located in Baltimore County,
     Maryland.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, notes that in light of the sale of substantially all of
the Debtors' assets in the Mid-Atlantic Region and their decision
to forego new construction activities, the only options left for
the Debtors are either a sale or abandonment of the Remaining
Real Property they own in the Region.  He discloses that the
estimated $1.23 million of construction and completion costs
related to the Remaining Real Property exceeds the market value
of the Properties.  With respect to the Wyndham Lots, there is a
$800,543 cash escrow that only becomes available if the Debtors
complete development of the Wyndham Lots.  The Debtors estimate
that $650,000 will be necessary in cash expenditures to complete
the development of the Wyndham Lots.  Considering potential
delays in construction, the risk of cost overruns and other
risks, the construction of the Wyndham Lots make the project
unattractive to the Debtors, Mr. Singerman notes.

Against this backdrop, the Debtors contacted a local developer
and JNP Capital Management, LLC.  Ultimately, the Debtors
determined that JNP Capital's offer provides a full scope of
project management services for the Remaining Real Property,
including construction and completion of all site work for
residential subdivisions through turnover of finished lots to
builders and completion of bonded improvements.

Accordingly, TOUSA Homes and Engle/Gilligan entered into an asset
purchase agreement with JNP Capital, which provides for these
salient terms:

(a) JNP Capital will pay $100,000 for the Debtors' Remaining
     Real Properties in the Mid-Atlantic Region.  The purchase
     price is allocated as:

      Bracey Estates Lots      - $2,380.95 for each of 15 Lots
      Mill Creek Crossing Lots - $2,380.95 for each of 3 Lots
      Wyndham Commons Lots     - $28,751.45 for each of 2 Lots

      However, in the event JNP Capital is unable to obtain the
      consent of the applicable governmental body to assign
      the Wyndham Escrow on or before (x) the date which is
      three months after Court approval of the Agreement; or (y)
      November 30, 2009, the Wyndham Lots along with the Wyndham
      Escrow, may be excluded from the assets being purchased
      under the Agreement and the purchase price will be reduced
      to $50,000.

  (b) JNP Capital will acquire all of TOUSA Homes and
      Engle/Gilligan's right and interest in the Real Property,
      all governmental authorizations relating to the Real
      Property, the Wyndham Escrow, and all engineering and
      architectural plans relating to the acquired assets.

  (c) TOUSA Homes and Engle/Gilligan will assume and assign to
      JNP Capital: (i) development agreements for Bracey Estates
      Phase I and Phase 2 between the County Commissioners of
      Charles County, Maryland and TOUSA Homes; and (ii) a bond
      for Bracey Estates Phase 1 Grading and Forest Conservation
      Plan between the County Commissioners of Charles County,
      Maryland and TOUSA Homes.  To the extent the Remaining
      Real Property constitutes a community created pursuant to
      the Pennsylvania Uniform Planned Community Act, JNP
      Capital will assume and assign to Seller any special
      declarant rights in that community.  Moreover, TOUSA Homes
      and Engle/Gilligan will assume and assign all of their
      rights under any condominium regime or homeowners
      association created with respect to the Real Property.

  (d) JNP Capital will assume and agree to discharge at closing
      these liabilities: (i) all real property taxes allocable
      to the Real Property after the Closing; (ii) all other
      taxes relating to the assets after the Closing; (iii) all
      of TOUSA Homes and Engle/Gilligan's obligations under the
      development agreements arising after the Closing; (iv) all
      liabilities of TOUSA Homes and Engle/Gilligan with respect
      to environmental, health or safety matters.

  (e) JNP Capital waives any and all claims against TOUSA Homes
      and Engle/Gilligan arising out of their failure to perform
      any of their obligations as declarant under any
      condominium regime, homeowners association or planned
      community created with respect to the Real Property.

  (f) The Closing will take place on the earlier of (i) 15
      days after Court approval of the Sale Motion, or (ii) the
      date on which the Buyer obtains the consent of the
      applicable governmental body to assign the Wyndham
      Escrow, but in no event earlier than September 30, 2009.

At the request of the Debtors, the Court authorized TOUSA
Homes and Engle/Gilligan's to enter into the Asset Purchase
Agreement with JNP Capital.

The Debtors believe that the $100,000 purchase price, together
with JNP Capital's agreement to assume certain liabilities
associated with the Remaining Real Property, represents fair
value under the current economic circumstances.  Absent the sale
of the Real Property under the Agreement, the Debtors assert that
they may be forced to abandon the Real Property.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Proposes Settlement With Jasmine HOA
-----------------------------------------------
The Jasmine Ranch Condominiums Project in Las Vegas, Nevada,
consists of 296 condominium units.  The project was originally
commenced by Jasmine Valley, LLC, which hired Bramble Development
Group, Inc., as the Project's general contractor.  Among
Bramble's obligations was to obtain insurance for the Project,
and Bramble did obtain a project-specific Owner-Controlled
Insurance Program policy issued by Clarendon American Insurance
Company with a completed operations limit of $3 million.  When
the Project was partially completed, Jasmine Valley sold it to
TOUSA Homes, Inc.

At the time of the sale, Jasmine Valley had sold 33 Project units
to customers.  After the sale, TOUSA Homes contracted with
Bramble to complete the construction of 63 additional units and
sold those units to customers as well.  Aside from constructing
96 units, Bramble also constructed common elements for the
Project, including landscaping and fencing.  After completion of
the Bramble Work, TOUSA Homes went on to construct 200 additional
units at the Project, along with additional appurtenances.

However, the Jasmine Homeowners Association and "Doe Homeowners 1
through 100" filed a complaint versus Jasmine Valley LLC and
other entities on June 12, 2006, in the Eighth Judicial District
Court, Clark County, Nevada, designated as Case No. A523205.  The
complaint named Bramble and TOUSA Homes as defendants and seeks
damages for alleged construction defects related to the Project.

Subsequently, the Debtors sought and obtained authority from the
Bankruptcy Court in May 2008 to enter into a settlement agreement
with Jasmine Valley, Bramble and the Jasmine Homeowners
Association.  The Court also modified the automatic stay to allow
the parties to implement the Settlement Agreement.  Under the
Settlement, the Jasmine HOA, Jasmine Valley, Bramble and TOUSA
Homes, Inc. resolved claims, involving 96 units, and related
facilities in the Jasmine Valley and the Bramble Property for
$2,437,432.  The claims involving the TOUSA Homes Property were
not released in the Bramble Settlement.

Moreover, in June 2008, the Jasmine HOA filed a first amended
complaint, which named TOUSA Homes, Inc., doing business as
Trophy Homes, and Engle Homes Nevada, as defendants and
eliminated Bramble and Jasmine Valley as defendants.  By
September 2008, the Jasmine HOA amended its complaint for the
second time, naming TOUSA Homes' subcontractors as direct
defendants.

Accordingly, after engaging in arm's-length negotiations and to
avoid protracted litigation with respect to the remaining issues
in the pending complaint, the Jasmine HOA and TOUSA Homes have
reached a settlement of all claims against TOUSA Homes, with
respect to the TOUSA Homes Property.  The salient terms of the
Settlement Agreement are:

  (a) In full and complete settlement of all claims against
      TOUSA Homes with respect to the TOUSA Homes Property,
      Clarendon American Insurance Company will pay to the
      Jasmine HOA $562,568.

  (b) Upon receipt of the Settlement Amount, the Jasmine HOA
      will dismiss the Complaint and its amendments as to TOUSA
      Homes.

  (c) In further consideration for the Settlement, the Jasmine
      HOA will fully and finally release TOUSA Homes from any
      liability arising out of the Complaint as to the TOUSA
      Homes Property.

  (d) The Jasmine HOA further agrees to indemnify TOUSA Homes
      against all claims or liability arising out of any
      subrogation action involving the TOUSA Homes Property by
      any insurer of the Jasmine HOA relating to any claims made
      by the Jasmine HOA before the execution of the Settlement
      Agreement.

By this motion, the Debtors ask the Court to (i) authorize TOUSA
Homes to enter into the Settlement Agreement with the Jasmine
HOA; and (ii) lift the automatic stay solely to allow the
Settlement Agreement to be considered in the Jasmine HOA Action.

By entering into the Settlement Agreement, the Debtors will avoid
the costly and time-consuming process of litigating the Jasmine
HOA Action with respect to the TOUSA Homes Property, Paul Steven
Singerman, Esq., at Berger Singerman, P.A. in Miami, Florida,
points out.  He adds that the Settlement Agreement requires no
out-of-pocket from the Debtors; rather, the claims as to TOUSA
Homes with respect to the TOUSA Homes Property will be satisfied
from the remaining limits of the Clarendon Insurance Policy.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Reaches LLV-1 Settlement Agreement
---------------------------------------------
In June 2005, LLV-1, LLC, and TOUSA Homes Inc. entered into a
purchase agreement and escrow instructions, whereby TOUSA Homes
agreed to purchase certain real property in Henderson, Nevada, at
the Lake Las Vegas Resort for $81 million.  The Property was
divided into two phases for purposes of sale, each phase with a
total purchase price of $40.5 million.  Pursuant to the Purchase
Agreement, TOUSA Homes deposited $4,050,000 into an escrow
account held by First American Title Company with half of the
escrowed amount applied to the two Phases.  As of September 2,
2009, the balance of the Escrowed Funds was $2,232,930.

The Purchase Agreement, as amended, required LLV-1 to fully
complete a project design in connection with requirements
established by the City of Henderson Local Improvement District
T-16 by December 31, 2007.  The Amendment further provided that
if LLV-1 failed to complete the LID Project Design by the
December 31, 2007 deadline, LLV-1 would owe TOUSA Homes damages
of $20,000 per day.  The Per Diem Damages were to be satisfied
from the Escrowed Funds.

In 2007, TOUSA Homes decided not to develop Phase Two of the
Property and as required under the Purchase Agreement, TOUSA
Homes delivered a termination notice to LLV-1 exercising its
option not to purchase Phase Two of the Property.  Subsequently,
LLV-1 tried to obtain release of the Escrowed Funds relating to
Phase Two of the Property.  TOUSA Homes believes that LLV-1 is
not entitled to the Escrowed Funds because the LID Project Design
was not fully completed as of December 31, 2007, and LLV-1 had
not satisfied its requirement to pay TOUSA Homes the Per Diem
Damages, Paul Steven Singerman, Esq., at Berger Singerman, P.A.,
in Miami, Florida, relates.

Against this backdrop, in May 2007, LLV-1 filed a complaint in
the Eight Judicial District Court for Clark County, Nevada,
alleging various claims based on the Purchase Agreement,
including breach of contract and seeking specific performance
against TOUSA Homes.  In July 2008, LLV-1 filed with the United
States Bankruptcy Court for the District of Nevada a voluntary
petition under Chapter 11.  By December 2008, the State Court
Action was removed to the Nevada Bankruptcy Court in LLV-1's
bankruptcy case and assigned Adversary Proceeding No. 08-01418.
In January 2009, LLV-1 amended its adversary complaint against
TOUSA Homes, seeking declaratory relief, injunctive relief and
turnover of estate property held in escrow against TOUSA Homes.

Separate from its Adversary Complaint, TOUSA Homes also filed
proofs of claim in LLV-1's bankruptcy case, which include:

  (i) Claim No. 123 for $5,985,000 related to the LLV Adversary
      Complaint and Escrowed Funds;

(ii) Secured Claim No. 122 for $8,542,588;

(iii) Unsecured Claim No. 233 for $76,022,329 asserted in
      Adversary Proceeding No. 09-01064 pending before the
      Nevada Bankruptcy Court.  Adv. Proceeding No. 09-01064
      refers to a complaint commenced by TOUSA Homes in LLV-1's
      bankruptcy case, asserting a claim against LLV for
      amounts owed to TOUSA Homes for the construction work
      performed by TOUSA Homes as general contractor at the Lake
      Las Vegas Resort.

After engaging in extensive negotiations to resolve their
disputes, LLV-1 and TOUSA Homes entered into a settlement, the
salient terms of which are:

  (a) The Escrowed Funds will be distributed as: (i) First
      American Title will retain any escrow fees and costs
      provided for in the parties' escrow instructions and
      agreement; (ii) First American Title will distribute to
      TOUSA Homes $1,135,000 less one-half of the Escrow Fees;
      and (iii)  First American Title will distribute to LLV-1
      the remaining balance of the Escrowed Funds for $1,097,930
      less one-half of the Escrow Fees.

  (b) Upon disbursement of the Escrowed Funds, the parties agree
      to dismiss all claims asserted in the Action.  TOUSA Homes
      will withdraw Claim No. 123 and Claim No. 122.  In
      addition, TOUSA Homes agrees not to file and prosecute any
      further claims and the withdrawn proofs of claim; however,
      the dismissal of the Action will not impact Claim No. 233.

  (c) Upon receipt of the escrowed funds, TOUSA Homes and LLV-1
      will forever release claims against each other arising out
      of the Action.

  (d) The Settlement Agreement is subject to approval of the
      U.S. Bankruptcy Court for the Southern District of Florida
      and the Nevada Bankruptcy Court, and approval of LLV-1's
      DIP Lenders.  The Settlement Agreement will be null and
      void if the approval orders are not entered or, if
      entered, are subject to automatic stay, as of November 30,
      2009.

By this motion, the Debtors ask the Florida Bankruptcy Court to
authorize TOUSA Homes to enter into its Settlement Agreement with
LLV-1.

Mr. Singerman says the benefits of the Settlement Agreement
outweigh the benefit of further litigating the Action.  At best,
the Settlement Agreement permits the Debtors to avoid the costs,
risk and distraction associated with litigating the merits of the
Action, he maintains.

At the Debtors' request, the Florida Bankruptcy Court will
consider the Debtors' request on September 23, 2009, on an
expedited basis.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOYS "R" US: Discloses Toys Property and Toys Delaware Financials
-----------------------------------------------------------------
Toys "R" Us, Inc., on September 14, 2009, provided unaudited
financial statements for its wholly owned subsidiary Toys "R" Us
Property Company I, LLC, to the administrative agents under the
indenture for Toys Property's 10.75% Senior Notes due 2017.  The
Toys Property Unaudited Quarterly Financial Statements include:

     -- Condensed Consolidated Balance Sheets as of August 1, 2009
        and January 31, 2009;

     -- Condensed Consolidated Statements of Operations for the 13
        and 26 weeks ended August 1, 2009 and August 2, 2008;

     -- Condensed Consolidated Statements of Cash Flows for the 26
        weeks ended August 1, 2009 and August 2, 2008;

     -- Condensed Consolidated Statements of Member's Capital
        (Deficit) for the 26 weeks ended August 1, 2009 and
        August 2, 2008;

     -- Notes to Condensed Consolidated Financial Statements; and

     -- Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

Toys Property and its subsidiaries recorded net earnings of
$9,427,000 for the 13-week period ended August 1, 2009, from net
earnings of $14,098,000 for the same period ended August 2, 2008.
Toys Property recorded net earnings of $32,871,000 for the 26-week
period ended August 1, 2009, from net earnings of $29,175,000 for
the same period ended August 2, 2008.

Toys Property booked revenues from base rents and tenant
reimbursements of $67,692,000 for the 13-week period ended
August 1, 2009, from total revenues of $64,813,000 for the same
period ended August 2, 2008.  It booked total revenues of
$133,342,000 for the 26-week period ended August 1, 2009, from
total revenues of $129,937,000 for the 26-week period ended
August 2, 2008.

At August 1, 2009, Toys Property had $1,067,837,000 in total
assets, including $3,619,000 in total current assets; against
total current liabilities of $11,927,000, long-term debt of
$925,420,000, deferred third party rent liabilities of
$88,592,000, and other non-current liabilities of $28,000,
resulting in member's capital of $41,870,000.

Toys Property is a special purpose entity owned indirectly by Toys
"R" Us, Inc.  Certain of Toys Property's wholly owned special
purpose subsidiaries own fee and leasehold interests in properties
in the United States.  Toys Property leases properties on a
triple-net basis to Toys "R" Us - Delaware, Inc., the operating
entity for all of TRU's North American businesses.

A full-text copy of the Toys Property Unaudited Quarterly
Financial Statements is available at no charge at:

                http://ResearchArchives.com/t/s?44f2

The Company also provided unaudited financial statements for its
wholly owned subsidiary Toys "R" Us-Delaware, Inc., to the
administrative agents under the indenture for the Notes.  The Toys
Delaware Unaudited Quarterly Financial Statements include:

     -- Condensed Consolidated Balance Sheets as of August 1,
        2009, January 31, 2009 and August 2, 2008;

     -- Condensed Consolidated Statements of Operations for the
        13 and 26 weeks ended August 1, 2009 and August 2, 2008;

     -- Condensed Consolidated Statements of Cash Flows for the
        26 weeks ended August 1, 2009 and August 2, 2008;

     -- Condensed Consolidated Statements of Stockholder's Equity
        for the 26 weeks ended August 1, 2009 and August 2, 2008;

     -- Notes to Condensed Consolidated Financial Statements; and

     -- Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

Toys Delaware and its subsidiaries posted a net loss of $7,000,000
for the 13-week period ended August 1, 2009, from a net loss of
$1,000,000 for the same period ended August 2, 2008.  Toys
Delaware recorded a net loss $4,000,000 for the 26-week period
ended August 1, 2009, from a net loss of $1,000,000 for the same
period ended August 2, 2008.

Toys Delaware booked net sales and other revenues of
$1,736,000,000 for the 13-week period ended August 1, 2009, from
total revenues of $1,870,000,000 for the same period ended
August 2, 2008.  It booked total revenues of $3,503,000,000 for
the 26-week period ended August 1, 2009, from total revenues of
$3,752,000,000 for the 26-week period ended August 2, 2008.

At August 1, 2009, Toys Delaware had $4,453,000,000 in total
assets, including $1,701,000,000 in total current assets; against
total current liabilities of $1,536,000,000, long-term debt of
$1,729,000,000, note payable to parent of $0, deferred tax
liabilities of $374,000,000, deferred rent liabilities of
$210,000,000, and other non-current liabilities of $57,000,000,
resulting in stockholder's equity of $547,000,000.

Secured real estate loans, due August 9, 2010 ($600 million at
August 1, 2009)

Toys Delaware exercised its third maturity date extension option,
which extended the maturity date of its secured real estate loans
from August 9, 2009, to August 9, 2010.  No other terms of the
loans were changed as a result of the extension.  Pursuant to the
extension option, it was required to extend its current interest
rate cap through the end of the third maturity extension.  It
believes it has the ability to repay or refinance these borrowings
prior to maturity and it is currently evaluating available
options. About $600,000,000 was outstanding under the loans as of
August 1, 2009.

Toys Delaware is a wholly owned subsidiary of Toys "R" Us, which
owns, licenses or franchises Toys "R" Us and Babies "R" Us stores
in the United States and foreign countries.  It operates Toys "R"
Us stores in the United States, Puerto Rico and Canada, Babies "R"
Us stores in the United States, and Internet businesses in the
United States and Canada.

A full-text copy of the Toys Delaware Unaudited Quarterly
Financial Statements is available at no charge at:

                http://ResearchArchives.com/t/s?44f3

                         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.


UOMO MEDIA: July 31 Balance Sheet Upside-Down by $704,000
---------------------------------------------------------
UOMO Media Inc.'s balance sheet at July 31, 2009, showed total
assets of $1,128,627 and total liabilities of $1,832,877,
resulting in a stockholders' deficit of $704,250.

For three months ended July 31, 2009, the Company posted a net
loss of $77,310 compared with a net loss of $104,169 for the same
period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that effective
May 1, 2009, it exited the development stage and is now providing
music publishing, digital music, production, and talent management
services.  However, the Company reported net losses for the three
months ended July 31, 2009, and 2008, and an accumulated deficit
and stockholders' deficiency as at July 31, 2009.

The Company added that its continued existence is dependent upon
its ability to obtain financing and to achieve profitable
operations.

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

UOMO Media Inc. (OTC:UOMO) is in the business of producing,
managing, and monetizing music-based intellectual property.  The
Company provides music publishing, digital music and video,
recorded music and production, and talent management services. The
Company operates in four divisions: music publishing, recorded
music, digital distribution and talent management.  The Company
has two subsidiaries in Canada, UOMO Productions Inc. and UOMO
Music Publishing Inc.  In addition, The NE Inc. is a wholly owned
subsidiary of UOMO Productions Inc. and UOMO Songs Ltd. is a
wholly owned subsidiary of UOMO Music Publishing Inc.  As of
April 30, 2009, the Company had 22 production customers.  The
Company's customers include VideoFact and Universal Music.  As of
April 30, 2009, the Company was in the development stage.


WATCHING GARDENS: New York Community Wants Foreclosure on Complex
-----------------------------------------------------------------
Mark Spivey at MyCentralJersey.com reports that New York Community
Bank has filed for foreclosure to the state Superior Court in
Elizabeth against Watchung Gardens Associates LLC and Connolly
Properties Inc. President and CEO David M. Connolly.

Watchung Gardens is a 102-unit apartment complex on East Front
Street managed by Connolly Properties.  Watchung Gardens
Associates acquired the six-building complex in May 2007 before
failing to make scheduled monthly mortgage payments at least from
April through July 2009.

Court documents say that New York Community demands balances
totaling $6.2 million on a pair of mortgages on the complex, plus
unstated amounts in interest, late charges, attorney fees and
other debts.  New York Community, MyCentralJersey.com relates,
sent a letter to Watchung Gardens Associates on June 2, 2009,
demanding payment of all outstanding balances on the complex's two
mortgages before filing for foreclosure in August 2009.  New York
Community is demanding the sale of the complex to satisfy debts or
possession of the property, according to MyCentralJersey.com.

Mr. Connolly was listed as a defendant "because he is a guarantor
under the second mortgage loan documents," court documents say.


WEST HAWK: Wants to Obtain $1.8MM DIP Financing from KT Lending
---------------------------------------------------------------
West Hawk Energy USA, LLC, and its debtor-affiliates asked the
U.S. Bankruptcy Court for the District of Colorado for authority
to:

   -- obtain up to $1.8 million from KT Lending, LLC, an affiliate
      of the Debtors' financial advisor, Chiron Equities, LLC; and

   -- grant adequate protection to the secured lender.

The Debtors needed a loan will provide necessary and sufficient
funding for the Debtors to operate in bankruptcy.  The Debtors
were unable to obtain other credit.

KT Lending agreed to fund the Debtors' postpetition operations
secured by a first lien on the Debtors' property.

                 Salient Terms of the DIP Financing

Amount:                    $1.8 million

Liens:                     Perfected first priority liens to all
                           existing liens on the Debtors' current
                           and future assets.

Priority:                  Administrative Priority

Interest:                  Annual interest rate of the floating 30
                           day LIBOR plus 10% accruing monthly

Fees:                      A facility fee, earned upon the date of
                           closing, equal to 5% of the total
                           commitment amount and payable upon the
                           sooner of the maturity date or
                           prepayment, an early termination fee if
                           the Debtors partially or fully prepay
                           the loans prior to the maturity date,
                           or 250,000 if a change in control
                           occurs thereafter.  If the early
                           termination fee is $150,000 or greater,
                           the break-up fee is waived.

Term/Maturity:             The earlier of (a) 12 months from the
                           date of closing; (b) the date on which
                           the later of both of Borrowers' plans
                           of reorganization have been confirmed;
                           and (c) the date of acceleration of the
                           Debtors' obligations upon a default.

Events of Default:         Ordinary and customary

                  About West Hawk Energy USA, LLC

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/--  provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

The Company filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.


WHITING PETROLEUM: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating and its subordinated note rating on
Whiting Petroleum Corp. to 'BB' from 'BB-'.  At the same time, S&P
raised the issue-level rating on Whiting's preferred stock to 'B'
from 'B-'.  The outlook is stable.  The recovery rating on the
subordinated notes remains unchanged at '4', indicating average
recovery (30% to 50%) in the event of a payment default.

"The upgrade reflects S&P's increased oil price assumptions for
2009 and 2010, the company's debt reduction, and a greater level
of confidence surrounding Whiting's Bakken drilling program," said
Standard & Poor's credit analyst Amy Eddy.

In 2009, Whiting has reduced its total funded debt to
approximately $840 million as of June 30, 2009, compared to
slightly more than $1.2 billion at year-end 2008.  A significant
portion of the debt reduction was a result of a common equity
offering and a convertible perpetual preferred stock offering, as
well as a drilling participation agreement in the Bakken.

Additionally, S&P recently elevated its pricing assumptions and
now expect Whiting's total adjusted debt to EBITDA plus interest
expense to be between 2.5x and 3x for 2009 and 2010 and EBITDAX to
interest to be more than 6x in 2009 and more than 7x in 2010.
Furthermore, Whiting's liquidity is strong with approximately
$900 million available under a $1.1 billion borrowing base
revolving credit facility.


* Fitch Publishes Second Edition of "Credit Encyclo-Media" Report
-----------------------------------------------------------------
Fitch Ratings has published the second edition of its annual
'Credit Encyclo-Media' report.  This 200-page piece outlines the
key market, operating and credit trends in the Media and
Entertainment sector.

Fitch's new report addresses issues related to automotive
advertising, cable network saturation, DVD market maturation,
digital cinema transition, and e-Book adoption, in addition to
upfront, political, ad measurement and ad pricing trends.  It also
provides an overview, outlook and volatility analysis for 22
different sub-sectors; ranking them by economic sensitivity, hit-
driven variability and secular issues.

In addition, Fitch analyzes key credit trends in the Media and
Entertainment sector including:

  -- Liquidity
  -- Short-term Ratings / Commercial Paper
  -- Regulatory
  -- International Exposure
  -- Tax & Accounting Issues
  -- Unions
  -- Acquisitions
  -- Default Trends
  -- Debt Exchanges
  -- Parent Subsidiary Relationships
  -- Lease Treatment
  -- Pensions
  -- Hybrid Securities
  -- Recovery
  -- Corporate Governance
  -- Covenants

The report includes the rating rationale, key rating drivers,
portfolio summary, organizational debt diagram, covenant analysis
and financial summary for each of these companies in Fitch's Media
and Entertainment portfolio:

Diversified Media

  -- CBS Corporation ('BBB'; Outlook Stable)
  -- Cox Enterprises ('BBB'; Outlook Stable)
  -- Discovery Communications LLC ('BBB'; Outlook Stable)
  -- Liberty Media LLC ('BB-'; Outlook Negative)
  -- The McGraw-Hill Companies ('A+'; Outlook Stable)
  -- News Corporation ('BBB'; Outlook Stable)
  -- Thomson Reuters Corporation ('A-'; Outlook Stable)
  -- Time Warner Inc.('BBB'; Outlook Stable)
  -- Viacom, Inc. ('BBB'; Outlook Stable)
  -- The Walt Disney Company ('A'; Outlook Stable)

Publishing, Printing, TV and Radio Broadcasting

  -- Belo ('BB-'; Outlook Negative)
  -- The McClatchy Company ('C'; No Outlook)
  -- R.R. Donnelley & Sons Co.  ('BBB'; Outlook Stable)
  -- Univision Communications ('B'; Outlook Stable)

Entertainment - Movie Exhibitors, Music

  -- AMC Entertainment ('B'; Outlook Stable)
  -- Regal Entertainment ('B+'; Outlook Stable)
  -- Warner Music Group ('BB-'; Outlook Stable)

Business Products/Services, Ad Agencies

  -- The Dun and Bradstreet Corporation ('A-'; Outlook Stable)
  -- The Interpublic Group of Companies ('BB+'; Outlook Positive)
  -- The Nielsen Company ('B'; Outlook Stable)
  -- Omnicom ('A-'; Outlook Stable)


* BOOK REVIEW: A Short Historical Introduction to the Law of Real
               Property
-----------------------------------------------------------------
Author:  J. John Lawler and Gail Gates Lawler
Publisher: Beard Books
Softcover: 204 pages
List Price: $34.95
by Henry Berry

The authors introduce real property law -- more commonly known
today as real estate law -- by noting that it has always been a
daunting field for law students because its subject matter and
concepts lie outside "the ambit of personal experience or general
knowledge."  Real property is thus different from the fields of
contracts, torts, agencies, and crimes, all of which a law student
has an intuitive familiarity with and personal exposure to from
newspapers, books, conversation, family matters, and the like.
Real property, on the other hand, has always attracted a
disproportionately low number of law students because it is
difficult to relate to.  Study of real property is made even more
difficult by a plethora of unfamiliar legal terms such as
"velleinage," "mesne tenant," "copyhold lands," "mortmain,"
"derogation," and "seisin."

In this work, the authors offer an approach for gaining a solid
understanding of real property law and how it applies to personal
and business endeavors.  The Lawlers begin with a general
organization and then proceed to specific legal terms.  Most
important is the historical context the book offers.  "Real
Property Law can be understood only in the light of its historical
evolution," they assert.  The Lawlers quote noted Supreme Court
justices Oliver Wendell Holmes and Benjamin Cardozo to give
support to their assertions.  "A page of history is worth a volume
of logic," Holmes wrote in a 1921 ruling.  Cardozo, in his 1921
work, Nature of the Judicial Process states, "[C]ontingent
remainders . . . private trusts . . . [these and other] heads of
the law are intelligible only in the light of history, and get
from history the impetus which must shape their subsequent
development."

What Holmes and Cardozo had to say about the crucial place of
history in shaping law applies especially to real property law.
Criminal law can be grasped by understanding the appropriate
relationship among members of a society; contractual law can be
grasped by recognizing the importance of clear, specified, and
binding obligations between parties.  Real property law, however,
can be grasped only by understanding its origins and historical
development and learning its arcane vocabulary.  No one has
firsthand experience with the many kinds of properties and the
innumerable local laws that arise when dealing in real estate law.
Properties can reflect the desires of individual owners as well as
the design ideas of individual architects.  A town land use
ordinance, for example, will differ widely between the arid
Southwest and the temperate, more populated Northeast.

The Lawlers offer the right approach to introduce real property
law.  As they realize, rooting the range of unfamiliar terms and
concepts in the social conditions of different eras and the
related circumstances of landowners, landholders, and tenants not
only renders the terms and concepts interesting, but also imparts
a familiarity in a way that memorization cannot.  First published
in 1940, this book understandably does not deal with environmental
issues and issues of public domain that have become significant in
real estate law in recent years.  Nonetheless, these newer
principles and concepts can be comprehended only with knowledge of
the historical perspective and terminology that the authors
present.  That this work is not complete in its subject matter is
no detraction from its standing as a singular, particularly
effective introduction to real property law.

J. John Lawler and Gail Gates Lawler were attorneys in
Pennsylvania.  John Lawler was a professor of law at the
University of Pittsburgh School of Law.  Gail Lawler practiced law
in Philadelphia.



                           *********

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 **