TCR_Public/090921.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 21, 2009, Vol. 13, No. 262

                            Headlines

ABITIBIBOWATER INC: Bank Debt Trades at 22% Off
ADVANCED CELL: Discusses Amendments to 10-KSBs
ADVANTA CORP: Receives NASDAQ Notice Related to Minimum Bid Price
AFFINITY GROUP: Bondholders Move Interest Payment Date to Oct. 1
AFFINITY GROUP: Moody's Says Interest NonPayment a Limited Default

AGRIPROCESSORS INC: Headed for Chapter 7 Conversion
ALERIS INT'L: Gets Nod to Hire T. Weidenkopf as EVP for Global HR
ALERIS INT'L: Moelis Charges $4.7 Mil. for Feb. to June Work
ALERIS INT'L: Proposes to Assume Two Tax Abatement Agreements
AMDL INC: Closes Bridge Financings for US$613,000

AMERICAN AXLE: Gets $110-Mil. from GM, Revised Loan Terms
AMERICAN HOME: Del. Ct. Explores Valuation of Repo Damage Claim
AMERICAN LOCKER: To Sell HQ, Manufacturing Facility to Grapevine
AMR CORP: American Unit Arranges $1.88-Bil. Financing From GECAS
AMR CORP: AMR Eagle Signs LOI to Buy 22 Bombardier Jets

AMR CORP: Has $1-Bil. Financial Accommodation with Citibank
AMR CORP: May Sell AMR Eagle, Other Assets to Raise Cash
AMR CORP: S&P Retains CreditWatch Negative on 'B-' Ratings
APPLETON PAPERS: Extends Exchange Offers and Consent Solicitations
ARROWHEAD & GATEWAY: Files Schedules of Assets and Liabilities

ARROWHEAD & GATEWAY: Section 341(a) Meeting Set for October 6
ARROWHEAD & GATEWAY: Taps Simbro & Stanley as Bankruptcy Counsel
ARVINMERITOR INC: Inks Employment Agreements with 7 Executives
ASARCO LLC: Wants Plan Solicitation Deadline Moved to Dec. 31
AVENTINE RENEWABLE: Ethanol Plant Construction May Be Completed

AVIS BUDGET: Bank Debt Trades at 7% Off in Secondary Market
BEAR STEARNS: Prosecutors Ask for Time to Get Evidence vs. Cioffi
BERNARD KOSAR: Ex-Wife May Collect Matrimonial Award
BERNARD MADOFF: Montauk Home Sells for More Than $8.75 Million
BERNARD MADOFF: E&Y's Luxembourg Unit Fights Release of Documents

BH S&B: Remains in Ch. 11 as Lenders Agree on Carve-Up of Funds
BLOCKBUSTER INC: To Close Up To 960 Stores to Avert Bankruptcy
BLOCKBUSTER INC: To Issue $675MM in 11.75% Sr. Notes Due 2014
BOSCOV'S INC: Liquidation Plan Confirmed by Court
BUFFETS INC: Country Buffet in Main Street Closes, Blames Lawsuit

BURLINGTON COAT: Bank Debt Trades at 11% Off in Secondary Market
CA PRICE DEPOT: Case Summary & 20 Largest Unsecured Creditors
CARBIZ INC: Posts $4.4 Million Net Income for July 31 Quarter
CANADIAN SUPERIOR ENERGY: Plan Approved, Emerges From CCAA
CCS MEDICAL: To Seek Approval of NovaMax Sale on Sept. 29

CENTERLINE HOLDING: Moody's Affirms 'B2' Corporate Family Rating
CHAMPION ENTERPRISES: Limits Changes to D&O Indemnifications
CITADEL BROADCASTING: Makes Interest Payment, Avoids Default
CITIGROUP INC: Provides $1-BB Financial Accommodation to American
CITIGROUP INC: Sustained Progress Over Last 18 Months, CEO Says

CITIGROUP INC: To Issue $2 Bil. of 5.5% Senior Notes Due 2014
CITIGROUP INC: To Issue Currency-Linked Notes Due 2011
CLEARWIRE CORP: Sprint Willing to Fund $2-Bil. Funding Gap
COLONIAL BANCGROUP: Wants to Take Over Assets from Employee Plan
COMMUNITY HEALTH: Bank Debt Trades at 5.44% Off

COMSTOCK HOMEBUILDING: Gets Forbearance Under Penderbrook Loan
CONCORD STEEL: Stamford to Stop Reporting With SEC
CORRECTIONS CORPORATION: Moody's Affirms 'Ba2' Senior Rating
COYOTES HOCKEY: Glendale Declines $50-Mil. Offer for Arena
COYOTES HOCKEY: Moyes Wants to Force NHL to Mediate Sale Issues

CRESCENT RESOURCES: S&P Withdraws 'D' Corporate Credit Rating
CRUCIBLE MATERIALS: PBGC Balks at Proposed Sale of Asset
DANA HOLDINGS: Bank Debt Trades at 17.5% Off in Secondary Market
DEL MONTE: Fitch Assigns 'BB-' Rating on $450 Mil. Senior Notes
DEL MONTE: Moody's Assigns 'B1' Rating on $450 Mil. Senior Notes

DEL MONTE: S&P Assigns 'BB-' Rating on $450 Mil. Senior Notes
DIANA HORNER: Voluntary Chapter 11 Case Summary
DOLLARAMA GROUP: Moody's Affirms 'B1' Corporate Family Rating
DOMIN-8 ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
DUNNING BROTHERS: Cause Existed to Reopen 73-Year-Old Case

EASTMAN KODAK: Amends Citicorp Facility to Reflect KKR Initiative
EASTMAN KODAK: To Issue $400MM of 7.00% Convertible Notes Due 2017
EASTMAN KODAK: To Repurchase $575MM in 2033 Notes in Cash, at Par
EASTMAN KODAK: To Repurchase $575MM in 2033 Notes in Cash, at Par
EASTMAN KODAK: Debt Upsizing Won't Affect Moody's 'B3' Rating

EMMIS COMMUNICATIONS: Fails to Meet Nasdaq Minimum Bid Price Rule
EUGENE DRONG: Case Summary & 19 Largest Unsecured Creditors
EVEREST HOLDINGS: Meeting of Creditors Scheduled for October 7
EXIDE TECH: Court Extends Claims Objection Deadline to Oct. 31
FAIRPOINT COMM: Bank Debt Trades at 21.4% Off in Secondary Market

FARHALLA MASHALI: Trustee Has $24,000 Bid for Porche & Lexus
FELCOR LODGING: Moody's Corrects Ratings, Assigns 'B2' Ratings
FELCOR LODGING: S&P Assigns 'B-' Rating on $565 Mil. Senior Notes
FORUM HEALTH: Can Use Cash Collateral Through Oct. 20
FRANKLIN BANK: Residential Credit Solutions Wins FDIC Auction

FREDDIE MAC: Additional Pay for Koskinen and Glauber Approved
FREEDOM COMM: Wants to Hire Broker to Pursue Sale of Publications
FRONTIER COMMUNICATIONS: Moody's Assigns 'Ba2' Rating on Notes
FRONTIER COMMUNICATIONS: Fitch Puts 'BB' Rating on $450 Mil. Debt
FRONTIER COMMUNICATIONS: S&P Puts 'BB' Rating on $450 Mil. Notes

FRONTIER COMMUNICATIONS: To Buy Back 6.25% Notes at Discount
GATEHOUSE MEDIA: Moody's Cuts Corporate Family Rating to 'Ca'
GENERAL GROWTH: Applies to Employ Deloitte Tax
GENERAL GROWTH: Gets Nod to Employ Deloitte & Touche as Auditor
GENERAL GROWTH: Has Settlement With Quantum Leap Restaurants

GENERAL GROWTH: Proposes Deal With Milliken & Company
GENERAL GROWTH: Proposes Department Store Deals Protocol
GENERAL MOTORS: Could Cause Soaring Mercury Emissions
GEOEYE INC: Moody's Assigns 'B1' Rating on $350 Mil. Notes
GEOEYE INC: S&P Assigns 'B+' Rating on $350 Mil. Senior Notes

GOODYEAR TIRE: Union Okays 4-Year Contract to Avert Plant Closures
GTS 900: Files for Chapter 11 in Los Angeles
GWENCO INC: Wins Nod for Reorganization Plan, Sees Q4 Emergence
HCA INC: Bank Debt Trades at 5% Off in Secondary Market
HEMIWEDGE INDUSTRIES: Clark Steps Down as VP, COO & Director

HEXION SPECIALTY: Jan Secher Elected as Member of Board
HINDU TEMPLE: Can't Spend Income; Creditors Can Inspect Assets
HUNTSMAN ICI: Bank Debt Trades at 8.58% Off in Secondary Market
IMPLANT SCIENCES: Obtains $3 Mil. Loan From DMRJ Group
INFINITY J C ENTERPRISE: Case Summary & 5 Largest Unsec. Creditors

INSTANT WEB: S&P Withdraws 'CCC' Corporate Credit Ratings
IRVINE SENSORS: Issues 15,000 Shares to Financial Advisor
IRVINE SENSORS: Receives Nasdaq Notice Regarding Minimum Bid Price
IRWIN UNION BANK B&T: Closed; First Financial Assumes Deposits
IRWIN UNION BANK FSB: Closed; First Financial Assumes Deposits

IVIVI TECHNOLOGIES: Emigrant Forbearance Pact May Expire Today
JUVENAL GARCIA: Case Summary & 10 Largest Unsecured Creditors
KARL JOHN REINKE: Case Summary & 5 Largest Unsecured Creditors
KIRK CORP: Opposes JPMorgan's Proposal to Fund Liquidation
KMART CORP: Ex-CEO's Lawyers Try to Block $13MM Fine

KMEA PARTNERS L.P.: Case Summary & Unsecured Creditor
LANG HOLDINGS: Sun Capital-Led Auction on September 29
LAS VEGAS SANDS: Bank Debt Trades at 16% Off in Secondary Market
LEAP WIRELESS: Harbinger Discloses 5.7% Equity Stake
LEAP WIRELESS: MHR Entities Disclose 20.1% Equity Stake

LEAR CORP: Bank Debt Trades at 14.5% Off in Secondary Market
LEAR CORP: Court Approves Amended Disclosure Statement
LEAR CORP: Wants to Compel Payment of $1.6 Mil. Tax Refund
LEHMAN BROTHERS: NY Lawmaker Seeks Speedy Return of U.K. Assets
LEHMAN BROTHERS: Morgan Stanley Sells $1.2-Billion Claim

LEON H BARTLETT: Case Summary & 20 Largest Unsecured Creditors
LEVEL 3: Bank Debt Trades at 12% Off in Secondary Market
LEWIS EQUIPMENT: Seeks Bankruptcy Protection in Dallas
LIFEQUEST WORLD: Posts $1.2MM Net Loss in Fiscal Ended May 31
LIVE CURRENT: Restates Annual Report for 2008, Had $9.9MM Loss

LLC PREMIER GOLF MISSOURI: Voluntary Chapter 11 Case Summary
LNR PROPERTY: Bank Debt Trades at 34% Off in Secondary Market
LUCIA TISOC: Case Summary & 7 Largest Unsecured Creditors
LUNA INNOVATIONS: Receives NASDAQ Notification on Bid Price
LYONDELL CHEMICAL: Noteholders Seek to Force DIP Refinancing

MAGMA DESIGN: Posts $4.3MM Net Loss in Quarter Ended August 2
MAGNA ENTERTAINMENT: MI Developments Has New CFO
MANITOWOC CO: Bank Debt Trades at 7% Off in Secondary Market
MARILYN MELLO: Case Summary & 10 Largest Unsecured Creditors
MARINA DENTAL: Case Summary & 14 Largest Unsecured Creditors

MERUELO MADDUX: Can Sell Two SoCal Properties For $5 Million
METROPCS WIRELESS: Bank Debt Trades at 5.03% Off
METRO-GOLDWYN-MAYER: Bank Debt Trades at 41% Off
MGM MIRAGE: Announces Amendments to Pending Exchange Offer
MGM MIRAGE: Officers Face Shareholder Derivative Actions

MGM MIRAGE: Sees Non-Cash Impairment Charge at CityCenter
MGM MIRAGE: To Raise $350MM in Private Placement of Unsec. Notes
MGM MIRAGE: S&P Assigns 'CCC+' Rating on $350 Mil. Senior Notes
MICHAELS STORES: Bank Debt Trades at 11% Off in Secondary Market
MILLENNIUM LEATHER: Case Summary & 20 Largest Unsecured Creditors

MORRIS PUBLISHING: Gets Sept. 25 Extension for Interest Payments
MORTGAGE LTD: FTI Consulting Defemds $2.4-Mil. Fees
NEIMAN MARCUS: Bank Debt Trades at 14% Off in Secondary Market
NORTEL NETWORKS: Avaya Sale Addresses Customer Concerns, Says XETA
NORTH VALLEY: U.S. Trustee Sets Meeting of Creditors for October 8

NEUROBIOLOGICAL TECHNOLOGIES: Receives Nasdaq Bid Price Warning
NEWPAGE CORPORATION: Moody's Assigns 'B2' Rating on New Notes
NEWPAGE CORP: S&P Assigns 'CCC+' Rating on $1.7 Bil. Senior Notes
NICK GARRETT: Blames Ch 11 on Settlement of Suit With Ex-Wife
NORTEL NETWORKS: Canadian Gov't. to Allow Sale to Ericsson

NORTEL NETWORKS: Disputes IRS's $3 Billion Tax Claim
NORTEL NETWORKS: Plan Filing Deadline Moved to Feb. 1
NOVEMBER 2005: Gets Concessions From Lenders; To Exit Ch 11 Bankr.
NPOT PARTNERS: Can Sell Properties to Prospective Purchasers
NTK HOLDINGS: Launches Solicitation for Prepack Plan Votes

NUVILEX INC: Posts $815,000 Net Loss in Quarter Ended July 31
OSI RESTAURANT: Bank Debt Trades at 17.3% Off in Secondary Market
PAPAGO PARAGON: Files List of 10 Largest Unsecured Creditors
PAPAGO PARAGON: Meeting of Creditors Scheduled for October 6
PETER MATT: U.S. Trustee Sets Meeting of Creditors for October 1

PERPETUA HOLDINGS: Attorney Gen.'s Plea for Administrator Pending
PIERRE FOODS: S&P Assigns Corporate Credit Rating at 'B'
PILGRIM'S PRIDE: Files Chapter 11 Plan to Sell to JBS
PILGRIM'S PRIDE: Gets Nod to Hire Lakeshore as Food Advisors
PILGRIM'S PRIDE: Gets OK to Enter Into Wastewater Deal With State

PILGRIM'S PRIDE: Proposes Settlements With 431 Contract Growers
PILGRIM'S PRIDE: Wants to Assume Unisys Maintenance Deal
PINNACLE FOODS: Bank Debt Trades at 6.4% Off in Secondary Market
PROMETRIC INC: S&P Changes Outlook on 'B+' Rating to Positive
QVC INC: Moody's Assigns 'Ba2' Rating on $500 Mil. Senior Notes

R.D.B. TRUCKING LLC: Case Summary & 19 Largest Unsecured Creditors
REALOGY CORP: Bank Debt Trades at 17% Off in Secondary Market
REVLON INC: Extends Exchange Offer Until September 24
RITE AID: Bank Debt Trades at 13% Off in Secondary Market
ROBERT JOSEPH PODZEMNY: Case Summary & 19 Largest Unsec. Creditors

ROCKWELL DIAMONDS: Posted C$13MM Net Loss in Fiscal Ended Feb. 28
RONALD WAYNE MOBLEY: Case Summary & 20 Largest Unsecured Creditors
SEAMANS INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
SERVICE MASTER: Bank Debt Trades at 11.3% Off in Secondary Market
SILICON GRAPHICS: Solicits Votes for Chapter 11 Plan

SMART ONLINE: Atlas Capital Discloses 39% Equity Stake
SMART ONLINE: Inks FF&E Sale-Leaseback Deal with Noteholders
SMART ONLINE: Issues November 2010 Convertible Notes to Investor
SMITHFIELD FOODS: $300 Mil. Offering Won't Move S&P's 'B-' Rating
SOLERA HOLDINGS: AUTOonline Deal Won't Affect S&P's 'BB-' Rating

SPANSION INC: Motion to Sell Equipment to Micron for $2 Mil.
SPANSION INC: Proposes to Assume Microsoft Licensing Agreement
SPANSION INC: Wants Automatic Stay Enforced vs. Samsung
SPANSION INC: Wants Dec. 28 Extension for Plan Filing
SPRINT NEXTEL: Says Industry Consolidation May be Difficult

SPRINT NEXTEL: Willing to Fund Clearwire's $2-Bil. Funding Gap
STAR TRIBUNE: Court Confirms Reorganization Plan
STAR TRIBUNE: To Exit Chapter 11 Bankruptcy by Sept. 28
STO OPERATING: Involuntary Filed Against South Texas Oil Unit
SWIFT TRANSPORTATION: Bank Debt Trades at 18.3% Off

SYNOVUS FINANCIAL: S&P Retains 'BB-' Rating on Raised Capital
TAVERN ON THE GREEN: Blames Failure to Renew License for Collapse
TERRA ENERGY: Mikhail Gazmin Resigns from Board of Directors
TRIPLE CROWN MEDIA: Terms of Proposed Chapter 11 Plan
TRONOX INC: Weighs Reorganization After Huntsman Accord

TS USA LLC: Chapter 11 Case Summary & Unsecured Creditor
UNIFI INC: Annual Shareholders' Meeting on October 28
UNIFI INC: Raises Adjusted EBITDA Guidance for Sept. 27 Quarter
US CORRUGATED: Moody's Affirms Ratings All 'B3' Ratings
VENETIAN MACAU: Bank Debt Trades at 5.3% Off in Secondary Market

VINEYARD NATIONAL: Court OKs Rejection of Pact with CEO G. Terry
VISTEON CORP: Inks Customer Accommodation Agreement With New GM
W R GRACE: Expects $48 Million Net Income This Year
WASTE SERVICES: S&P Affirms 'B-' Rating on $160 Mil. Senior Notes
WASTEQUIP INC: S&P Puts 'CCC+' Rating on CreditWatch Negative

WESTERN REFINING: Bank Debt Trades at 2% Off in Secondary Market
WOODSTOCK STATION: Voluntary Chapter 11 Case Summary
YOUNG BROADCASTING: Puts Affiliates Into Bankruptcy
ZILA INC: Completes Merger With Tolmar Holding

* 2 Irwin Union Banks Shuttered; Year's Bank Failures Now 94
* Beach Business Bank Chairman Appointed to FDIC Advisory Panel
* FDIC Names Members for Advisory Committee on Community Banking

* Industrial Banks Resist Federal Regulator Plans
* Hedge-Fund Liquidations Slowed in Second Quarter, HFR Says
* FDIC Launches Foreclosure Prevention Initiative

* SEC to Bolster Oversight of Credit Ratings Agencies
* Jones Walker's Miami Office Welcomes Three New Attorneys
* Beason Law Group, P.C. Announces Firm Addition

* BOND PRICING -- For the Week From September 14 to 18, 2009

                            *********

ABITIBIBOWATER INC: Bank Debt Trades at 22% Off
-----------------------------------------------
Participations in a syndicated loan under which AbitibiBowater,
Inc., is a borrower traded in the secondary market at 78.10 cents-
on-the-dollar during the week ended Sept. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.00 percentage
points from the previous week, The Journal relates.  The loan
matures on March 30, 2009.  The Company pays 800 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED CELL: Discusses Amendments to 10-KSBs
----------------------------------------------
Advanced Cell Technology, Inc., on April 18, 2008, filed
its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007.  The 2007 Annual Report contained an
explanatory note addressing the Company's determination that it
was required to amend and restate its previously issued audited
consolidated financial statements and other financial information
for the year ended December 31, 2006, and the unaudited
consolidated financial statements for the quarters ended March 31,
2007, June 30, 2007, and September 30, 2007, as a result of errors
associated with the Company's valuation of certain warrants.

Subsequent to the Company's filing of the 2007 Annual Report, in
mid-May 2008 the Company discovered that the Discounts and
Deferred Issuance costs related to its outstanding debentures had
been amortized over a period longer than the weighted average life
of the instruments, with the result that the discounts and debt
issuance costs should have been charged to interest income on a
faster basis than previously reported.  Upon learning of the error
the Company has recalculated the amortization and resulting
interest expense.  The Company also discovered that its
calculation of the weighted average shares used in calculating
basic and diluted earnings per share for the 12 month period ended
December 31, 2007 was in error, with the actual weighted average
shares being approximately 20.2 million higher than reported.

On June 24, 2008, the Company's management and the Audit Committee
of its Board of Directors determined that it is required to amend
and restate its previously issued audited consolidated financial
statements and other financial information for the year ended
December 31, 2007, and the unaudited consolidated financial
statements for the quarters ended March 31, 2007, June 30, 2007,
and September 30, 2007.

Accordingly, the Company filed an amended Form 10-KSB on June 30,
2008, to correct all errors only for the years ended December 31,
2007 and 2006.  To correct the errors for the quarters ended
March 31, 2007, June 30, 2007, and September 30, 2007, the Company
filed amended and restated financial statements on these dates:

     -- The amended and restated March 31, 2007 financial
        statements were filed with the March 31, 2008 Form 10-Q on
        July 15, 2008.

     -- The amended and restated June 30, 2007 financial
        statements were filed with the June 30, 2008 Form 10-Q on
        May 8, 2009.

     -- The amended and restated September 30, 2007 financial
        statements were filed with the September 30, 2008 Form
        10-Q on May 8, 2009.

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology Inc.
(OTC BB: ACTC) -- http://www.advancedcell.com/-- is a
biotechnology company focused on developing and commercializing
human embryonic and adult stem cell technology in the emerging
fields of regenerative medicine.  Principal activities to date
have included obtaining financing, securing operating facilities,
and conducting research and development.  The Company has no
therapeutic products currently available for sale and does not
expect to have any therapeutic products commercially available for
sale for a period of years, if at all.

At June 30, 2009, the Company had $6,431,749 in total assets,
including $918,575 in total current assets, against $78,661,772 in
total liabilities, including $72,472,134 in total current
liabilities, and $1,579,994 in Series A-1 redeemable convertible
preferred stock, $0.001 par value.  At June 30, 2009, the Company
had accumulated deficit of $138,254,284 and stockholders' deficit
of $73,810,017.

Advanced Cell warned in an August 2009 regulatory filing it may
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company has losses from operations,
negative cash flows from operations, a substantial stockholders'
deficit and current liabilities exceed current assets.


ADVANTA CORP: Receives NASDAQ Notice Related to Minimum Bid Price
-----------------------------------------------------------------
Advanta Corp. on September 15, 2009, received a deficiency letter
from The NASDAQ Stock Market, LLC, stating that for 30 consecutive
business days the bid price for the Company's Class A Common Stock
and Class B Common Stock has closed below the minimum $1.00 per
share required by Marketplace Rules 5450 and 5460 for continued
listing on The NASDAQ Global Select Market.  The determination for
compliance is made for each class of the Company's common stock
separately.  NASDAQ had previously implemented a temporary
suspension of this listing requirement on October 16, 2008.  The
temporary suspension was lifted on July 31, 2009.  During the
period of the temporary suspension the Company was not considered
to be out of compliance with this continued listing requirement.

In accordance with applicable NASDAQ rules, the Company has a
grace period of 180 calendar days to regain compliance with the
minimum closing bid price requirement for continued listing.  As
noted, the determination for compliance is made for each class of
the Company's common stock separately and to regain compliance the
minimum closing bid price for the applicable class of the
Company's common stock must be at or above $1.00 for a minimum of
ten consecutive business days.  If the Company does not regain
compliance with respect to one or both classes of its common stock
by the end of the 180-day grace period, the Company will be
notified by NASDAQ that, with respect to any class of common stock
that has not regained compliance, the securities will be subject
to delisting.  At that time, the Company will have the right to
appeal NASDAQ's determination to delist the securities, which
would stay the effect of the delisting pending a hearing on the
matter.  Alternatively, pursuant to Marketplace Rule
5810(c)(3)(A)(i), the Company can apply to transfer the listing of
its Class A and/or Class B Common Stock to the NASDAQ Capital
Market if its Class A or Class B Common Stock satisfies all
criteria under Marketplace Rule 5505 for initial inclusion on The
NASDAQ Capital Market, other than compliance with the minimum bid
price rule.  If its application is approved, the Marketplace Rules
provide that the Company will be afforded an additional 180
calendar days to comply with the minimum bid price rule while
listed on The NASDAQ Capital Market.

The Company intends to monitor the closing bid price for its Class
A and Class B Common Stock and will consider whether to implement
any available options to regain compliance with the continued
listing requirements.  The Deficiency Letter has no effect on the
listing of the Company's Class A and Class B Common Stock at this
time and both will continue to trade on the Global Select Market
of NASDAQ under the symbols "ADVNA" and "ADVNB," respectively.

As reported by the Troubled Company Reporter on August 12, 2009,
Advanta said its ability to continue as a going concern may depend
on the successful implementation of a plan for new business
opportunities.

Its bank subsidiary, Advanta Bank Corp., is subject to the
requirements of two agreements with the Federal Deposit Insurance
Corporation.  The agreements place significant restrictions on
Advanta Bank's activities and operations, including its deposit-
taking operations, and require Advanta Bank Corp. to maintain a
total risk-based capital ratio of at least 10% and a tier I
leverage capital ratio of at least 5%.  Its continued operations
may depend on Advanta Bank Corp.'s ability to comply with the
requirements of the regulatory agreements, the Company said.

In addition, one of the regulatory agreements provides that
Advanta Bank Corp. terminate its deposit-taking activities and
deposit insurance after payment of its existing deposits, unless
it submits a plan for the continuation of its deposit-taking
operations and deposit insurance that is approved by the FDIC.  If
Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit-taking operations it could reduce new
business opportunities it might want to pursue.  The Company also
noted that while it does not anticipate funding its operations
through increasing Advanta Bank deposits in the immediate future,
if Advanta Bank is unable to obtain approval from the FDIC to
continue its deposit taking operations, the Company may need to
find alternative sources of funding at some point in the future.
"If we are unable to develop and implement new business
opportunities that will generate sufficient revenues and profits
or if we are unable to access sufficient funding for new business
opportunities, we may not be able to continue as a going concern,"
Advanta Corp. said.

As of June 30, 2009, the Company had $3,128,981,000 in assets
against total liabilities of $3,031,763,000.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.


AFFINITY GROUP: Bondholders Move Interest Payment Date to Oct. 1
----------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 and consent letters from certain non-
institutional holders of the AGHI Notes extending the "grace
period" for payment of interest on the AGHI Notes.  The Consents
represent 98.9% of the outstanding principal amount of the AGHI
Notes.

The Institutional Consents extend the most recent interest payment
date on their AGHI Notes until October 1, 2009, and provide that,
subject to the sole satisfaction of the consenting holder that the
Company and the consenting holder are making satisfactory progress
towards a comprehensive restructuring of the financial obligations
of the Company and its subsidiaries, this date may be further
extended to October 9, 2009, without an additional consent fee
charged to the Company.  The Other Consents extended the most
recent interest payment date on their AGHI Notes until October 29,
2009 and no consent fees were paid to those holders.

On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

AGHI has retained a financial advisor and engaged in discussions
with the holders of its 10-7/8% Senior Notes regarding a
refinancing or restructuring of the indebtedness of the Company
and its subsidiary, Affinity Group, Inc.

As part of those discussions, the Company did not pay the interest
on the AGHI Notes that was due on August 15, 2009, but the
indenture governing the AGHI Notes provides a 30-day grace period
for the payment of interest that was to have been paid on that
date.

Pursuant to the Institutional Consents, the Company has agreed to
pay the legal fees for a law firm to represent the holders who
signed the Institutional Consents in connection with the
discussions and has paid a $150,000 retainer to that law firm.  In
addition, the Company has paid consent fees to the holders who
signed the Institutional Consents in the aggregate amount of
$164,600.

                       About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

As of June 30, 2009, AGHI had $301,734,000 in total assets and
$587,933,000 in total liabilities, resulting in $286,199,000 in
stockholders' deficit.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AFFINITY GROUP: Moody's Says Interest NonPayment a Limited Default
------------------------------------------------------------------
Moody's Investors Service has changed Affinity Group Holdings,
Inc.'s Probability of Default rating to Caa3/LD, from Caa3,
following expiration of the 30-day grace period under the
indenture governing the company's senior notes (10.875% notes due
2012), the August interest payment for which was not made in
accordance with the scheduled terms.  Although the Company has
received consents from 99% of the holders to extend the grace
period, Moody's treats the failure to meet the original
contractual terms as a limited default.

Details of the rating action are:

Rating changed:

Affinity Group Holding, Inc.

* Probability of Default rating -- to Caa3/LD from Caa3

Ratings unchanged:

Affinity Group Holding, Inc.

* Corporate Family rating -- Caa2
* 10.875% senior notes due 2012 -- Ca, LGD5, 75%

Affinity Group, Inc.

* 9.0% senior subordinated notes due 2012 -- Caa2, LGD3, 38%

* Senior secured revolving credit facility due 2010 -- B1, LGD1,
  6%

* Senior secured term loan due 2010 -- B1, LGD1, 6%

* Speculative Grade Liquidity rating -- SGL-4

All ratings except the Speculative Grade Liquidity rating remain
under review for further downgrade.  Moody's expect to remove the
"/LD" designation shortly, whereupon the PDR will revert to Caa3.

The most recent rating action occurred on August 25, 2009, when
Moody's lowered Affinity Group's CFR to Caa2 and placed the
ratings under review for further downgrade.

Affinity Group'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 Affinity Group's core industry and Affinity Group's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Affinity Group Holding, Inc., is a large member- based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $488 million for the LTM period ended June 30, 2009.


AGRIPROCESSORS INC: Headed for Chapter 7 Conversion
---------------------------------------------------
The Chapter 11 trustee for Agriprocessors Inc. consented to
conversion of the case to a liquidation in Chapter 7, according to
a motion filed by the U.S. Trustee, Bill Rochelle at Bloomberg
News reported.

As reported by the TCR on July 27, 2009, the U.S. Bankruptcy Court
for the Northern District of Iowa, in Dubuque, approved the sale
by Joe Sarachek, the court-appointed trustee, of most of the
assets of Agriprocessors Inc. in exchange for $8.5 million in
secured debt.  The buyer purchased the two primary secured claims
totaling over $26 million.

Remaining assets have yet to be liquidated, according to the U.S.
Trustee.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.
The Company maintains an executive office with 50 employees at
5600 First Avenue in Brooklyn, New York.  The Company filed for
Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case
No. 08-47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash, represents the Company in its restructuring
effort.  In its petition, the Company listed assets of $100
million to $500 million and debts of $50 million to $100 million.


ALERIS INT'L: Gets Nod to Hire T. Weidenkopf as EVP for Global HR
-----------------------------------------------------------------
Aleris International Inc. and its affiliates sought and obtained
the Court's authority to employ Thomas W. Weidenkopf as their
executive vice president for Global Human Resources, pursuant to
Sections 105(a), 363 and 503 of the Bankruptcy Code.

In November 2008, the Debtors retained Mr. Weidenkopf as a
consultant regarding their human resources systems of large
corporations.  Before becoming a private consultant, Mr.
Weikenkopf served as Senior Vice President of Human Resources and
Communications at Honeywell International, Inc., from 2002 to
2007.  As a human resources consultant to the Debtors, Mr.
Weidenkopf developed and supported the Debtors' human resources
programs, and since November 1, 2008, he has acted as an interim
head of Global Human Resources for the Debtors.

The Debtors told the Court that against this backdrop, Mr.
Weidenkopf is the ideal candidate to assume the responsibility of
managing their human resources functions, including day-to-day
management of the Debtors' current human resource policies and
programs, and strategic planning for the future.

In a separate filing, the Debtors also sought and obtained the
Court's permission to file under seal the terms of Mr.
Weidenkopf's employment and a letter from the Debtors containing
an offer of employment because those information contain highly
sensitive commercial information.  The Debtors asserted that
disclosure of those information would have an adverse impact on
their ability to operate their businesses.

Prior to the entry of the Court's ruling, the Debtors noted that
no objections were filed with respect to their request.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Moelis Charges $4.7 Mil. for Feb. to June Work
------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, several
professionals in Aleris International Inc.'s Chapter 11 cases
sought the allowance of fees for services they rendered and the
reimbursement of their expenses they incurred for these periods:

A. Debtors' Professionals

Professional               Period         Fees       Expenses
------------              ---------    ----------    ---------
Ernst & Young LLP         2/12/09-
                           6/30/09     $1,085,058       $9,308

Ernst & Young LLP         7/01/09-
                           7/31/09        139,222        2,958

PricewaterhouseCoopers    2/12/09-
LLP                       6/30/09        340,954       38,773

Fried, Frank, Harris,     2/12/09-
Shriver & Jacobson LLP    6/30/09        912,084       62,651

Fried, Frank, Harris,     7/01/09-
Shriver & Jacobson LLP    7/31/09        108,417        1,240

Richards, Layton &        2/12/09-
Finger, P.A.              6/30/09        192,978       15,425

Richards, Layton &        7/01/09-
Finger, P.A.              7/31/09         19,386          635

Weil, Gotshal & Manges    2/12/09-
LLP                       6/30/09      2,580,640       53,165

Weil, Gotshal & Manges    7/01/09-
LLP                       7/31/09        256,663        6,666

Moelis & Company LLC      2/01/09-
                           6/30/09      4,671,428       77,753

Alvarez & Marsal North    7/01/09-
America, LLC              7/31/09        199,246       13,661

Alvarez & Marsal serves as the Debtors' restructuring advisors.
Weil Gotshal serves as the Debtors' lead counsel.  Fried Frank is
the Debtors' special financing, corporate, tax and litigation
counsel, while Richards Layton is the Debtors' co-counsel.  Ernst
& Young acts as the Debtors' independent auditors.  PwC serves as
the Debtors' special accountant.  Moelis is financial advisor to
the Debtors.

The Debtors informed the Court they received no objections as to
the fee applications of these professionals for these fee
periods:

Professional                                   Fee Period
------------                               -----------------
Ernst & Young LLP                           6/01/09-06/30/09
PricewaterhouseCoopers LLP                  5/01/09-06/30/09
Alvarez & Marsal North America, LLC         6/01/09-06/30/09
Richards, Layton & Finger, P.A.             6/01/09-06/30/09
Fried Frank Harris Shriver & Jacobson LLP   6/01/09-06/30/09
Weil, Gotshal & Manges LLP                  6/01/09-06/30/09
Moelis & Company LLC                        6/01/09-06/30/09

B. Professionals of the Official Committee of Unsecured Creditors

Professional           Period              Fees        Expenses
------------           ------            --------      --------
Mesirow Financial      4/01/09-
  Consulting, LLC       4/30/09            230,250        2,669

Mesirow Financial      5/01/09-
Consulting, LLC        5/31/09            280,550        6,886

Mesirow Financial      6/01/09-
Consulting, LLC        6/30/09            257,850            0


Reed Smith LLP         6/01/09-
                        6/30/09            129,432        3,553

Reed Smith LLP         7/01/09-
                        7/31/09            170,539          448

Mesirow Financial's requested fees for the period February 26,
2009 through June 30, 2009, total $1,091,500 while requested
reimbursement for expenses incurred aggregate $9,556.

Mesirow is the Committee's financial advisor.  Reed Smith serves
as the Committee's counsel.

The Committee said it has not received any objection as to these
professionals' fee applications:

Professional                                   Fee Period
------------                               -----------------
Mesirow Financial Consulting, LLC           2/26/09-06/30/09
Reed Smith LLP                              2/20/09-07/31/09

                          *     *     *

Judge Shannon grants the interim fee applications for the period
February to June 2009 of 10 professionals retained by the Debtors
and the Creditors Committee.  The professionals are Richards
Layton, Ernst & Young, Fried Frank, PwC, Weil Gotshal, Alvarez &
Marsal, Moelis & Company, Reed Smith, Landis Rath and Mesirow
Financial.

Accordingly, the Court permits the Debtors to make payments of
80% of the fees and 100% of the expenses sought by the 10
bankruptcy professionals for the period from February to June
2009.  The Allowed Fees are subject to a 20% holdback.

For the fee period February to June 2009, about 80% of the
Allowed Fees aggregate $11 million and 100% of the Allowed
Expenses aggregate approximately $380,000.

A list of the Allowed Fees and Expenses is available for free at:

        http://bankrupt.com/misc/Aleris_1stInterimAward.pdf

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Proposes to Assume Two Tax Abatement Agreements
-------------------------------------------------------------
Debtors Commonwealth Industries, Inc., and IMCO Recycling of
Ohio, Inc., sought and obtained authority from Judge Brendan
Shannon of the U.S. Bankruptcy Court for the District of Delaware
to assume certain tax abatement agreements pursuant to Section
365 of the Bankruptcy Code.

Prior to the Petition Date, the Debtors entered into the
Commonwealth Tax Abatement Agreement and the IMCO Tax Abatement
Agreement.  The Debtors aver that assumption of the Tax Abatement
Agreements is in their sound business judgment because without
the assumption, they will certainly lose their tax exemption
status as it relates to the Agreements.  Moreover, the Debtors
point out, because the taxes at issue may be considered property
taxes, governmental entities may assert that they constitute
secured claims against the property at issue.

              Commonwealth Tax Abatement Agreement

On January 12, 1999, Claymont Board of Education agreed to enter,
pursuant to a resolution it adopted, into a direct compensation
agreement in lieu of tax payments with Commonwealth Industries.
Pursuant to the Compensation Agreement, taxes relating to
Commonwealth Industries' $16.74 million expansion project were
100% abated in exchange for the Debtor agreeing to pay the
Claymont City School District 11 annual payments, totaling
$310,000.  The Payments consist of an April 1, 1999 payment for
$10,000, and 10 subsequent payments of $30,000, due on August 1st
of each succeeding year.

The estimated net tax savings resulting from the tax abatement
over the life of the Agreement totals approximately $1,013,667,
of which Commonwealth Industries estimates that the remaining tax
savings is approximately $5,000.

                 IMCO Tax Abatement Agreements

On March 4, 1999, IMCO entered into an "Ohio Enterprise Zone
Agreement" with the Trustees of Mill Township of Tuscarawas
County, Ohio, and Tuscarawas County, Ohio.  Under the 1999
Agreement, Mill Township granted tax exemption to IMCO for IMCO's
1999 Project in the Township, which included:

   (a) the environmentally related nature of certain new
       machinery and equipment at IMCO's facilities in the
       Township;

   (b) additions, new constructions and improvements to existing
       buildings at those facilities; and

   (c) the creation of 19 new full-time permanent jobs in the
       first 12 months after the start date of the project.

IMCO's total investment in the 1999 Project was $8,516,000, and
IMCO received 100% tax exemption for ten years, beginning in
2000.

IMCO's Agreement with the Township and the Ohio County is subject
to a direct payment compensation plan between IMCO and Claymont
City School District, entered into on May 2, 1999.  The 1999
Compensation Plan is for a total of 10 years, commencing on
August 1, 2000.  Annually, the CCSD is entitled to receive a
payment of $14,985 from IMCO, with the exception in year 2000
where CCSD received $7,492, and the year 2010 where CCSD was
entitled to receive $7,488.

On October 30, 2003, IMCO entered into a subsequent "Ohio
Enterprise Zone Agreement" with the Township and the County.
Under the 2003 Agreement, Mill Township granted an additional
ten-year tax exemption to IMCO for a 2003 project that included:

  (a) eligible new real property or real property improvements
      and tangible personal property acquired in conjunction
      with expanding the existing manufacturing and production
      facilities; and

  (b) the creation of 10 new full-time permanent jobs in the
      first 12 months after the start date of the project.

IMCO's total investment in the 2003 Project was $1,600,000.  As a
result of 2003 Agreement, IMCO's total project investment will be
abated at 100% for ten years starting in the first year for which
the real or personal property would first be taxable if that
property is not exempt from taxation.

IMCO estimates that the net tax savings achieved as a result of
the Ohio Enterprise Zone Agreements with the Township and the
County will be approximately $475,387, of which approximately
$23,570 will be earned in the future.

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

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

Prior to the entry of the Court's order, the Debtors noted that
no objection was filed as to their request.

The Debtors add that they intend to pay all amounts related to
the Tax Abatement Agreements that were due and payable on
August 1, 2009.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


AMDL INC: Closes Bridge Financings for US$613,000
-------------------------------------------------
AMDL Inc. has closed two bridge financings for US$613,555 by
entering into:

     -- a US$555,556 Note and Warrant Purchase with St. George
        Investments, LLC; and

     -- a US$58,000 Bridge loan Agreement with Cantone Asset
        Management.

               St. George Note and Warrant Purchase

On September 15, 2009, AMDL entered into a Note and Warrant
Purchase Agreement with St. George Investments, LLC.  AMDL issued
and sold to the Investor (1) a 12% promissory note in the
principal amount of $555,555.56, which is convertible into the
Company's common stock at 80% of the five day volume weighted
average of the closing price of the common stock, subject to a
floor price of no less than $0.64 and on the terms and the
conditions specified in the Note; and (2) a warrant to purchase
500,000 shares of the Company's common stock, $0.001 par value per
share, at a exercise price of $0.65 per share, subject to certain
anti-dilution adjustments.

AMDL also entered into a Registration Rights Agreement with the
Investor which requires the Company to prepare and file a
registration statement for the sale of the common stock issuable
to the Investor under the Note and the Warrant before
September 25, 2009, and to use its best efforts to cause the
effectiveness of the registration statement which is no later than
the earlier of (i) five days after oral or written notice by the
SEC that it may declared effective, or (ii) November 15, 2009.

In connection with the financing, AMDL paid a $25,000 fee to
Galileo Asset Management, S.A.

                       Bridge Loan Agreement

On September 10, 2009, AMDL entered into a Bridge Loan Agreement
with Cantone Research, Inc., whereby the Lender agreed to provide
a Bridge Loan for $58,000.  AMDL agreed that the proceeds of the
Bridge Loan would be used exclusively to pay interest due on
currently outstanding "12% Senior Notes".

The Bridge Loan has an interest at the rate of 12% per annum if
paid on or before October 9, 2009; otherwise an increased interest
at the rate of 18% per annum will be retroactive to September 10,
2009.  The Bridge Loan shall be due and payable on or before
December 1, 2009, together with all accrued outstanding interest.
Pursuant to the Bridge Loan Agreement, against receipt of the
Bridge Loan, AMDL will issue to the Lender a two-year warrant to
purchase 116,000 shares of the Company's Common Stock Exercisable
at US$0.60 per share.

                       Consulting Agreement

On September 10, 2009, AMDL entered into a Consulting Agreement
with Cantone Asset Management, LLC, whereby the Consultant will
provide guidance and advice related to negotiating the terms of
the Company's outstanding Series 1 and Series 2 Senior Notes and
continued services to assist the Company to coordinate with the
holders of the Series 1 and Series 2 Senior Notes.

In consideration of the Consultant's service, AMDL agreed to pay
monthly consulting fees of US$12,000 per month for a period of 12
months and issue to the Consultant a five-year warrant to purchase
200,000 shares of the Company's common stock at an exercise price
of US$0.60 per share.

                            Name Change

On August 21, 2009, the Company's shareholders approved the name
change and rebranding of the Company as "Radient Pharmaceuticals
Corporation".  The new ticker symbol on the New York Stock
Exchange Alternext US will be "RPC" and the new Cusip will be
750341 109.  On September 17, 2009, the Company filed an "Amended
and Restated Certificate of Incorporation" to implement this
change with Delaware's Secretary of State.  The name change is
targeted to be effective prior to the open of the markets on
September 25, 2009, subject to NYSE Alternext's approval.

AMDL believes the name change more accurately reflects the
Company's core business and assets given its most recent news
announcing the monetization strategy for the Company's China-based
subsidiary Jade Pharmaceuticals Inc.; formation of the newly
formed, wholly-owned subsidiary AMDL Diagnostics Inc. (ADI)
focused on the commercialization of AMDL's proprietary Onko-
Sure(TM) In Vitro Diagnostic cancer test; and introduction of the
new Elleuxe(TM) high-end skin care line.

                   Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

                          About AMDL

Headquartered in Tustin, CA with operations in China, AMDL Inc.,
(NYSE Alternext US: ADL) along with its subsidiary, JPI, is a
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products. The Company employs
over 510 people in the U.S. and China.

The Company had assets of $35,240,702 against debts of $7,727,742
as of June 30, 2009.


AMERICAN AXLE: Gets $110-Mil. from GM, Revised Loan Terms
---------------------------------------------------------
American Axle & Manufacturing Holdings Inc. got amended terms from
lenders and a $110 million payment from customer General Motors
Company.  GM also agreed to make payments for parts in about 10
days rather than previous terms of about 45 days, through June 30,
2011.

The deals likely prevented a bankruptcy filing by American Axle,
The Associated Press says.

A copy of the filing with the Securities and Exchange Commission
containing details of the agreements with lenders and GM is
available for free at http://researcharchives.com/t/s?44fb

Meanwhile, AAM said:

   * it expects to report a consolidated net profit for the third
     quarter of 2009 when such quarterly financial results are
     publicly announced on Friday, October 30, 2009.

   * third quarter of 2009 sales are currently estimated to be
     approximately $400 million.

   * third quarter of 2009 financial results will include the
     favorable impact of net pension and postretirement benefit
     curtailment gains.  These gains, which will be actuarially
     determined at the end of the quarter, are currently estimated
     to be approximately $30 million to $40 million.

   * it has sufficient liquidity to operate its business and meet
     its financial obligations as they come due.  As of Sept. 30,
     2009, AAM expects to have more than $300 million of
     liquidity, consisting of available cash, short-term
     investments and committed borrowing capacity under AAM's U.S.
     credit facilities, including the GM Second Lien Term Credit
     Facility.

(A) Revolving Credit Agreement

On September 16, 2009, AAM Holdings and American Axle &
Manufacturing, Inc., entered into a Revolving Credit Amendment and
Restatement Agreement with the lenders party thereto and JP Morgan
Chase Bank, N.A., as Administrative Agent to amend and restate a
Credit Agreement dated as of January 9, 2004.

Under the Amended Revolving Credit Facility, AAM will be required
to comply with revised financial covenants related to secured
indebtedness leverage and cash interest expense coverage.

AAM Holdings and its domestic subsidiaries will guarantee the
obligations of AAM, Inc. under the Amended Revolving Credit
Facility.  The Facility is secured on a first priority basis by
all or substantially all of the assets of AAM Holdings, AAM, Inc.
and each guarantor, including a pledge of all capital stock of the
U.S. subsidiaries of AAM Holdings and each guarantor and a portion
of the capital stock of AAM Holdings and each guarantor's first-
tier foreign subsidiariest.

A copy of the Revolving Credit Amendment is available for free at
http://researcharchives.com/t/s?44f9

(B) Term Loan Agreement

On September 16, AAM Holdings and AAM, Inc,. entered into a Term
Loan Amendment and Restatement Agreement with the lenders party
thereto and JP Morgan Chase Bank, N.A., as Administrative Agent,
to restate and amend a Credit Agreement dated as of July 14, 2007.

The Amended and Restated Term Loan Agreement, among other things,
replicates substantially all of the covenants and events of
default in the Amended Revolving Credit Facility.  AAM will be
required to comply with financial covenants related to secured
indebtedness leverage and cash interest expense coverage.  AAM
will also be required to maintain an average daily minimum
liquidity of $85 million until June 30, 2010.

The Amended Term Loan Facility matures on June 14, 2012, and is
prepayable at any time.

AAM Holdings and its domestic subsidiaries will guarantee the
obligations of AAM, Inc. under the Amended Term Loan Facility.
The Facility is secured on a first priority basis, equally and
ratably with the Amended Revolving Credit Facility, by all or
substantially all of the assets of AAM Holdings, AAM, Inc. and
each guarantor, including a pledge of all capital stock of the
U.S. subsidiaries of AAM Holdings and each guarantor and a portion
of the capital stock of AAM Holdings and each guarantor's first-
tier foreign subsidiaries under the Collateral Agreement.

(C) GM Settlement and Commercial Agreement

On September 16, AAM, entered into a Settlement and Commercial
Agreement with GM.  AAM received a $110 million payment from GM
for cure costs associated with contracts assumed or terminated by
Motors Liquidation Company in its chapter 11 bankruptcy cases;
resolution of outstanding commercial obligations between AAM and
GM; and adjustment of installed capacity levels reserved for
existing and awarded programs to reflect new estimates of market
demand as agreed between the parties.

AAM will receive expedited payment terms of "net 10 days" through
June 30, 2011 -- as compared to previously existing terms of
approximately 45 days -- in exchange for a 1.0% early payment
discount to GM.  After June 30, 2011, AAM will have the right to
elect to continue to receive Expedited Payment Terms through
December 31, 2013.

Under the Settlement Agreement, GM agreed to make available to AAM
a second lien term loan facility of up to $100 million.  The
Second Lien Term Credit Facility is not prepayable until June 30,
2011, unless the source of such prepayment is cash generated in
AAM's ordinary course business operations.  The Second Lien Term
Credit Facility is subject to the Intercreditor Agreement with
existing senior lenders and cannot be terminated prior to June 30,
2011.

AAM is subject to certain limitations on executive compensation
and "golden parachute" agreements until 90 days following the
later of repayment and termination of the Second Lien Term Credit
Facility and termination of the Expedited Payment Terms.

(D) GM Access and Security Agreement

On September 16, 2009, AAM entered into an Access and Security
Agreement with GM, under which AAM granted GM, solely as
collateral security with a right of access thereunder, a security
interest in operating assets, certain real estate and intellectual
property used in production of GM component parts.  Upon the
occurrence of certain specified events, GM is entitled to use and
have access to the operating assets and real estate used to
manufacture, process and ship GM component parts produced at the
AAM facilities which manufacture component parts for GM for a
period of up to 360 days after invoking its right of access.

Upon exercise of its access right, GM has the right to resource
component part production to alternative suppliers.  The right of
access will continue for 90 days following the later of repayment
and termination of the Second Lien Term Credit Facility and
termination of the Expedited Payment Terms.  If AAM does not
achieve compliance with the Secured Debt Leverage Ratio under the
Revolving Credit Facility as of March 31, 2011, the Access
Agreement will be extended through March 31, 2012.

(E) GM Second Lien Term Credit Facility

On September 16, 2009, AAM entered into a Credit Agreement with
GM, as lender, pursuant to which GM has agreed to provide AAM with
a $100 million second lien term loan facility.

The Second Lien Term Credit Agreement allows AAM to make multiple
borrowings, of no less than $25 million, up to an aggregate amount
of $100 million, through September 30, 2013.  Under the Second
Lien Term Credit Facility, AAM will be required to comply with
financial covenants related to secured leverage and cash interest
expense coverage.  AAM cannot prepay amounts borrowed under the
Second Lien Term Credit Facility until June 30, 2011 unless the
source of prepayment is cash generated from ordinary course
business operations.  After June 30, 2011, the loan is repayable
at par at any time prior to maturity on December 31, 2013.

Each domestic subsidiary of AAM Holdings will guarantee AAM's
obligations under the Second Lien Term Credit Agreement and
related security documentation under a Guarantee Agreement dated
as of September 16, 2009 by and among AAM, the subsidiary
guarantors named therein and GM.  The Second Lien Term Credit
Facility is secured on a second priority basis, by the collateral
package that secures on a first priority basis, the Amended
Revolving Credit Facility and the Amended Term Loan Facility under
the Collateral Agreement dated as of September 16, 2009 among AAM,
its domestic subsidiaries and GM.  GM's rights to the collateral
are governed by the Intercreditor Agreement.

(F) GM Warrant Agreement

On September 16, 2009, AAM entered into a Warrant Agreement with
GM under which AAM issued GM 4,093,729 warrants, which entitles GM
to purchase 4,093,729 shares of AAM's common stock, par value
$0.01 per share at an exercise price of $2.76 per share.  AAM
agreed to issue to GM up to an additional 6,915,083 Warrants based
upon the amount drawn under the Second Lien Term Loan.  The
Additional Warrants entitle GM to purchase shares of Common Stock
at the Exercise Price.  The Warrants will be exercisable at the
holder's option at any time and from time to time, in whole or in
part, commencing on September 16, 2009 until 5:00 p.m. New York
City time on September 16, 2014.

GM has agreed that while it or any of its affiliates holds any
Warrants or shares of Common Stock issuable upon exercise of the
Warrants, GM will not (i) acquire, offer to acquire, or agree to
acquire, directly or indirectly, securities of AAM or any
subsidiary if, following such acquisition, GM and its affiliates
would be the beneficial owners of more than 20% of the then
outstanding Common Stock without AAM consent, (ii) seek or propose
to influence or control the management or policies of AAM, make or
in any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote any voting securities of AAM
or any subsidiary thereof, or seek to advise or influence any
person or entity with respect to the voting of any voting
securities of AAM or any subsidiary thereof, (iii) make any public
announcement with respect to, or submit a proposal for or offer
of, any merger, recapitalization, reorganization, business
combination or other extraordinary transaction involving AAM or
any subsidiary thereof, or any of their securities or assets, (iv)
enter into any negotiations, arrangements or understandings with
any third party with respect to the foregoing, or (v) publicly
disclose that it has requested AAM to amend or waive any of the
above provisions or make such request in a manner that would
require public disclosure by AAM.

In addition, if GM or any of its affiliates exercises a Warrant at
any time prior to the 30th calendar day prior to the Expiration
Date, it shall not hold any Warrant Shares for more than 30
calendar days following such exercise; provided, however, that if
GM is prohibited from selling all or any portion of the Warrant
Shares pursuant to the registration rights provisions of the
Warrant Agreement during the Disposal Period, then the Disposal
Period with respect to such Warrant Shares will be extended by the
length of time GM is prohibited from selling the Warrant Shares.
If GM holds any Warrant Shares either during the Disposal Period
or following the Expiration Date, it will vote such Warrant Shares
proportionally with all other stockholders of AAM.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles.  In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), the Company also has
offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea, Thailand and the United
Kingdom.

                           *     *     *

American Axle carries a 'CCC' long term issuer default rating from
Fitch, a 'CCC+' issuer credit rating from Standard & Poor's, and a
'Ca' corporate family rating from Moody's.

Standard & Poor's Ratings Services said in August that its ratings
on American Axle (CCC+/Negative/--) are not immediately affected
by the company's announcement of its financial results for the
second quarter of 2009.

American Axle had assets of $1,920,600,000 against debts of
$2,656,600,000 as of June 30, 2009.


AMERICAN HOME: Del. Ct. Explores Valuation of Repo Damage Claim
---------------------------------------------------------------
WestLaw reports that the phrase "commercially reasonable
determinants of value," as used in 11 U.S.C. Sec. 526 requiring
that damages from a trustee's rejection of a repurchase agreement,
or from a repo participant's liquidation, acceleration or
termination of such an agreement, must be measured as of the time
of such rejection, liquidation, acceleration or termination,
unless there are no "commercially reasonable determinants of
value" on that date, could not be interpreted narrowly, as
requiring that damages be measured either through an asset sale or
by looking at the market price and, in the event that the market
is dysfunctional or depressed, to wait for the market to correct
itself. Such an interpretation would prevent the provision from
serving its intended purpose of properly aligning the risks and
rewards of investing in certain enumerated assets, and of
preventing a repo participant from shifting to the debtor the
risks of a decline in value, when the debtor has no control over
management of the asset. Damages could be calculated using any
commercially reasonable valuation methodology.  In re American
Home Mortg. Holdings, Inc., --- B.R. ----, 2009 WL 2855888, slip
op. http://is.gd/3pjjC(Bankr. D. Del.) (Sontchi, J.).

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009


AMERICAN LOCKER: To Sell HQ, Manufacturing Facility to Grapevine
----------------------------------------------------------------
American Locker Group Incorporated has entered into a definitive
agreement to sell its headquarters and primary manufacturing
facility to the City of Grapevine.

The Agreement ends two years of uncertainty surrounding the City's
announced intention to acquire the Facility by eminent domain, and
will allow the Company to continue to focus its efforts on
increasing shareholder value.  The Agreement will allow the
Company to continue to occupy and utilize the Facility through
December 31, 2010.  The sale is not expected to disrupt operations
or production in any way.

The Company estimates the total value of the Agreement at
$3,500,000.  Under the Agreement, the City will pay a purchase
price of $2,747,000.  In addition, the Company will be entitled to
continue to occupy the facility, through December 31, 2010, at no
cost.  The City has further agreed to pay the Company's relocation
costs within the Dallas-Fort Worth area and to pay the Company's
real property taxes for the Facility through December 31, 2010.
The Company will use proceeds from the sale of the Facility to
repay mortgage indebtedness on the Facility and for general
working capital purposes.

"This Agreement coupled with the restructuring undertaken by the
Company in January 2009, will provided a solid foundation for the
Company's long term success," said Paul M. Zaidins, American
Locker's President, Chief Operating Officer and Chief Financial
Officer.

The Company has recently begun marketing its excess metal
fabrication and powder coating capacity as a contract
manufacturing service to third parties.  Contract manufacturing
services are expected to contribute smaller gross profit margins
than the Company's branded products but will still be additive to
gross profit dollars.  The Company anticipates that contract
manufacturing could account for a material portion of the
Company's revenue in the fourth quarter of 2009.

The Company has yet to file its quarterly report on Form 10-Q for
the three months ended March 31, 2009; and its annual report on
Form 10-K for the year ended December 31, 2008.  According to the
Company, due to the current credit crisis, it postponed the audit
of its financial statements for the fiscal year ended December 31,
2008, until it could complete a restructuring of its current
credit facility.

According to the Troubled Company Reporter on February 27, 2009,
the Company has warned that unless it is able to enter into an
acceptable extension or forbearance agreement with the Bank and
obtain additional financing, the Company might be forced to
restructure its debts under the protection of Chapter 11 of the
U.S. Bankruptcy Code.

                    About American Locker Group

American Locker Group Incorporated (ALGI.PK) --
http://www.americanlocker.com/, http://www.canadianlocker.com;
and http://www.securitymanufacturing.com-- is known for its
proven reliability, durability and customer service.  American
Locker is the only locker company to operate a dedicated center to
provide prompt and reliable service to their customers.  American
Locker is used by thousands of water parks, theme parks, ski
resorts, retailers, law enforcement agencies, and health club
operators around the world.


AMR CORP: American Unit Arranges $1.88-Bil. Financing From GECAS
----------------------------------------------------------------
American Airlines, Inc., a wholly owned subsidiary of AMR
Corporation, on September 16, 2009, entered into two financing
transactions with GE Capital Aviation Services LLC and certain of
its affiliates:

     (1) a recourse loan facility -- 2009 Loan Facility -- in the
         amount of $281.5 million to be secured by 13 owned Boeing
         aircraft; and

     (2) a sale leaseback agreement -- 2009 Sale-Leaseback --
         providing for an aggregate commitment of $1.6 billion to
         finance Boeing 737-800 aircraft to be delivered to
         American in 2010 and 2011.

The 2009 Loan Facility will bear interest at LIBOR plus a
specified margin and will mature on September 16, 2017.  American
has received $225.4 million in cash under the 2009 Loan Facility
which is currently secured by 10 owned aircraft.  American expects
to receive an additional $56.1 million under the 2009 Loan
Facility in October 2009 when it pledges three more owned aircraft
as security under such facility.

The terms of the 2009 Sale-Leaseback are based on previous
transactions with GECAS.  The 2009 Sale-Leaseback is subject to
certain terms and conditions, including a condition to the effect
that, at the time of entering into the sale and leaseback of a
particular Boeing 737-800 aircraft, American has at least a
certain amount of unrestricted cash and short term investments.

As of September 17, 2009, American's remaining 2009-2011 Boeing
737-800 purchase commitments are 15 in the remainder of 2009, 45
in 2010 and eight in 2011.  American currently expects to finance
substantially all of these remaining 2009-2011 Boeing 737-800
deliveries using a combination of the 2009 Sale-Leaseback, funds
from the sale of 10.375% pass through certificates completed by
American in July 2009 and other previously arranged financing.  As
a result of the 2009 Sale-Leaseback, American does not expect to
use its previously arranged backstop financing to finance any of
its Boeing 737-800 aircraft deliveries scheduled for 2010 and
2011; however, such backstop financing arrangement remains in
place.

As a condition to entering into the 2009 Loan Facility and the
2009 Sale-Leaseback, American entered into certain cross-default
and cross-collateralization arrangements for the benefit of GECAS
involving, among other things, the 2009 Loan Facility, the 2009
Sale-Leaseback and certain previously-existing debt and lease
financings involving GECAS with respect to more than 50 aircraft.

Additionally, American has selected GE Aviation as the exclusive
provider of engines for its expected order of Boeing 787-9
aircraft.  American plans -- subject to certain reconfirmation
rights -- to acquire 42 Boeing 787-9 aircraft, with the right to
acquire an additional 58 Boeing 787-9 aircraft.

                          About AMR Corp.

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'.


AMR CORP: AMR Eagle Signs LOI to Buy 22 Bombardier Jets
-------------------------------------------------------
AMR Eagle Holding Corporation signed a letter of intent with
Bombardier, Inc., to exercise options for the purchase of 22
additional CRJ-700 aircraft for delivery beginning in the middle
of 2010.

Subject to reaching agreement on acceptable terms with Bombardier
and certain third party lenders, AMR expects the purchase of the
CRJ-700 aircraft to be fully financed.  AMR expects that the
financing arrangements will involve the pledge of 10 owned CRJ-700
aircraft.

                          About AMR Corp.

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'.


AMR CORP: Has $1-Bil. Financial Accommodation with Citibank
-----------------------------------------------------------
American Airlines, Inc., a wholly owned subsidiary of AMR
Corporation, on September 16, 2009, entered into an arrangement
under which Citibank (South Dakota), N.A., paid to American
$1.0 billion to pre-purchase AAdvantage(R) Miles(TM) under
American's AAdvantage frequent flier loyalty program.

To effect the Advance Purchase, American and Citibank entered into
an Amended and Restated AAdvantage Participation Agreement.  Under
the Amended Participation Agreement, American agreed that it would
apply in equal monthly installments, over a five-year period
beginning on January 1, 2012, the Advance Purchase Miles to
Citibank cardholders' AAdvantage accounts.  As part of the
arrangement, the term of the Amended Participation Agreement was
extended beyond such five-year period.

Pursuant to the Advance Purchase, Citibank was granted a first-
priority lien in certain of American's AAdvantage program assets,
and a lien in certain of American's Heathrow routes, slots and
gates that would be subordinated to any subsequent first lien.
American also agreed to grant a future lien (with similar
subordination features) in certain of American's Narita routes,
slots and gates that would take effect at such time as an existing
lien is released.

Commencing on December 31, 2011, American has the right to
repurchase, without premium or penalty, any or all of the Advance
Purchase Miles that have not then been posted to Citibank
cardholders' accounts.  American is also obligated, in certain
circumstances (including certain specified termination events
under the Amended Participation Agreement, certain cross defaults
and cross acceleration events, and if any Advance Purchase Miles
remain at the end of the term) to repurchase for cash all of the
Advance Purchase Miles that have not then been used by Citibank.
The Amended Participation Agreement includes provisions that grant
Citibank the right to use Advance Purchase Miles on an accelerated
basis under specified circumstances.  American also has the right
under certain circumstances to release, or substitute other
collateral for, the Heathrow and Narita route related collateral.

In connection with the Advance Purchase, certain of Citibank's
existing commitments to American under the Amended Participation
Agreement were revised.

AMR expects that roughly $890 million of the Advance Purchase
proceeds will be accounted for as a loan from Citibank under
Accounting Standards Codification Topic 470, with the remaining
$110 million related to certain other commitments with respect to
the co-branding relationship and recorded as Deferred Revenue in
Other Liabilities.  The loan was determined using an effective
interest rate of 8.3% and will be amortized under the interest
method with imputed interest included in interest expense.  The
Deferred Revenue will be amortized straight line over the life of
the agreement.

                       About Citigroup Inc.

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

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

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

                          About AMR Corp.

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'.


AMR CORP: May Sell AMR Eagle, Other Assets to Raise Cash
--------------------------------------------------------
American Airlines and AMR Corporation have significant debt,
lease and other obligations in the next several years, including
significant pension funding obligations.

Kenneth W. Wimberly, AMR's Corporate Secretary, said the Company
will need continued access to financing.

"Our ability to obtain future financing is limited by the value of
our unencumbered assets," he said.

Mr. Wimberly said in light of the transactions with Citibank and
GE Capital Aviation Services, AMR's possible remaining financing
sources primarily include (i) a limited amount of additional
secured aircraft debt or sale leaseback transactions involving
owned aircraft; (ii) debt secured by other assets; (iii)
securitization of future operating receipts; (iv) the sale or
monetization of certain assets; (v) unsecured debt; and (vi)
issuance of equity or equity-like securities.

Besides unencumbered aircraft, AMR's most likely sources of
liquidity include the financing of takeoff and landing slots,
spare parts, and the sale or financing of certain of AMR's
business units and subsidiaries, such as AMR Eagle Holding
Corporation.

"A very large majority of our aircraft assets (including most of
the aircraft eligible for the benefits of Section 1110 of the U.S.
Bankruptcy Code) are encumbered, and the market value of these
aircraft assets has declined in recent years, and may continue to
decline.  AMR and American believe that, as of the date of this
report, they have roughly $2 billion of assets that could be used
as possible financing sources.  However, many of these assets may
be difficult to finance, and the availability and level of the
financing sources . . . cannot be assured," Mr. Wimberly said.

                      Q3 and FY2009 Guidance

AMR on September 18, 2009, filed with the Securities and Exchange
Commission its Eagle Eye communication to investors.

The Eagle Eye provides updated guidance for the third quarter and
the full year 2009.  It includes (a) actual unit cost, fuel price,
capacity and traffic information for July and August and (b)
forecasts of unit cost, revenue performance, fuel prices and fuel
hedging, capacity and traffic estimates, liquidity expectations,
other income/expense estimates and share count.

Third quarter mainline unit revenue is expected to decrease
between 14.5% and 15.5% year over year while third quarter
consolidated unit revenue is expected to decrease between 14.3%
and 15.3%.  In total, Cargo and Other Revenue is anticipated to
decrease between 12.7% and 13.7% relative to third quarter 2008.

Total Other Income (Expense) is estimated at ($174) million in the
third quarter of 2009.  AMR expects a tax credit of roughly
$12 million related to capital expenditure treatment under 2008
and 2009 economic stimulus legislation.

AMR expects to end the third quarter with a cash and short-term
investment balance of at least $3.7 billion, including roughly
$460 million in restricted cash and short-term investments.  This
expected cash balance includes the impact of roughly $1.2 billion
in cash related to financings announced yesterday.  The company
expects scheduled principal payments on long term debt to total
roughly $230 million during the quarter, about $260 million in
pre-delivery payments and non-aircraft capital expenditures, and
expects to end the quarter with roughly $60 million in collateral
posted with counterparties related to fuel hedges.  Furthermore,
the company expects to end the third quarter with a credit card
reserve balance of roughly $280 million; however, the company
forecasts that the balance of this reserve will be returned to the
company in the fourth quarter.

A full-text copy of the Eagle Eye communication is available at no
charge at http://ResearchArchives.com/t/s?4517

                          About AMR Corp.

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'.


AMR CORP: S&P Retains CreditWatch Negative on 'B-' Ratings
----------------------------------------------------------
AMR Corp. announced several substantial financing transactions
that should bolster its cash liquidity.  Standard & Poor's Ratings
Services' ratings on AMR Corp. (B-/Watch Neg/--) and subsidiary
American Airlines Inc. (B-/Watch Neg/--) remain on CreditWatch,
where S&P placed them with negative implications on July 22, 2009,
due to concerns regarding the company's declining cash reserves
($2.8 billion unrestricted cash as of June 30, 2009).

AMR announced that American Airlines will receive $1 billion from
a forward sale of frequent flyer miles to its affinity credit card
partner, Citibank (South Dakota) N.A., Sioux Falls.  In addition,
American entered into a $281.5 million loan facility secured by
aircraft, and a $1.6 billion commitment to sell and lease back
B737-800 aircraft due for delivery in 2010 and 2011, both provided
by GE Capital Aviation Services LLC and related entities.  The
former provides cash immediately, while the latter provides a
source for future financing of capital expenditures.  AMR stated
that it continues to have about $2 billion of unsecured assets
that it could use to raise additional funds (this compares with
$3.7 billion of assets that could serve as potential sources of
funds, according to the company, at the end of the second
quarter).  The financings bolster AMR's liquidity heading into the
weak winter season and provide prefunding for substantial upcoming
debt maturities.  AMR's current maturities of debt and capital
leases were about $1.2 billion as of June 30, 2009, equal to 5.7%
of trailing-12-month revenues (one of the higher percentages among
U.S. airlines).  AMR's unrestricted cash as a percentage of
trailing-12-month revenues, 13% at that date, was one of the
lowest among U.S. airlines, but should improve materially with the
actions announced.

Standard & Poor's will evaluate AMR's operating prospects and
liquidity situation to resolve the CreditWatch.


APPLETON PAPERS: Extends Exchange Offers and Consent Solicitations
------------------------------------------------------------------
Appleton Papers Inc. has extended the expiration date for its
private offers to exchange its outstanding 8.125% Senior Notes due
2011 and 9.75% Senior Subordinated Notes due 2014 for new 11.25%
Second Lien Notes due 2015 until 12:00 midnight, New York City
time, on September 25, 2009 (unless further extended).  The offers
were scheduled to expire at 12:00 midnight, New York City time, on
September 16, 2009.

One of the conditions to the exchange offers is the receipt of
consent from the lenders under Appleton's senior secured credit
facility to the exchange of the old notes for the new notes and to
the granting of liens to secure Appleton's obligations under the
new notes.  The purpose of the extension is to provide the lenders
with additional time to complete their review and consent process.

As of 5:00 p.m., New York City time, on September 16, 2009,
Appleton had received tenders of old notes representing roughly
84% of the outstanding aggregate principal amount of the 8.125%
Senior Notes due 2011 and roughly 77% of the outstanding aggregate
principal amount of the 9.75% Senior Subordinated Notes due 2014.

The terms and conditions of the exchange offers and consent
solicitations are described in the Offering Circular and related
Letter of Transmittal and Consent, dated August 18, 2009.  Except
as noted, the terms and conditions of the exchange offers and
consent solicitations remain unchanged.

The new notes have not been and will not be registered under the
Securities Act or any state securities laws, may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements, and will therefore be
subject to substantial restrictions on transfer.

The exchange offers and consent solicitations are being made only
to qualified institutional buyers and accredited investors inside
the United States and to certain non-U.S. investors located
outside the United States that have completed and returned a
related letter of representations.

                       Distressed Exchange

As reported by the Troubled Company Reporter on August 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Appleton Papers to 'CC' from 'B'.  At the same time, S&P
lowered the issue-level ratings on the company's senior notes and
subordinated notes to 'C' from 'CCC+'.  The outlook is negative.

S&P also placed 'B+' issue-level rating on the Company's secured
bank credit facilities on CreditWatch with negative implications.
The recovery rating remains '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of payment default.

The rating actions follow Appleton's announcement that it is
offering to exchange $200 million of proposed new second-lien
secured notes for the outstanding senior unsecured and
subordinated notes in its capital structure.  In the case of the
subordinated notes, the exchange for the new notes would represent
a substantial discount to the par amount.  For the senior
unsecured notes, the exchange for the new notes would be at par,
while the maturity would be extended beyond the original maturity
of the existing notes.  "As a result, S&P view the exchanges as
being tantamount to default given Appleton's stressed and highly
leveraged financial risk profile and S&P's concerns around
Appleton's ability to service its current capital structure over
the intermediate term due to the challenging operating
environment," said Standard & Poor's credit analyst Andy Sookram.

The TCR also said Moody's Investors Service assigned a B3 rating
to Appleton Papers' proposed new secured notes due 2015 and
downgraded the company's existing senior subordinated notes to Ca
from Caa1.  At the same time, Moody's downgraded the company's
probability of default rating to Caa3 from B2.  Moody's also
affirmed the company's B2 corporate family rating and speculative
grade liquidity rating of SGL-4.  The outlook remains negative.

Because the exchange offer for the senior subordinated debt is
being done at 60% of par, and nonconsenting holders of the
existing senior unsecured and senior subordinated notes will lose
certain rights and be effectively subordinated to the new notes,
Moody's views the exchange offer to be a distressed exchange,
which is an event of default under Moody's definition of default.

                        About Appleton Papers

Appleton Papers Inc., headquartered in Appleton, Wisconsin,
develops and manufactures specialty coated paper products,
including carbonless paper, thermal paper, and other specialty
papers.  It also develops and manufactures flexible packaging
products.


ARROWHEAD & GATEWAY: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Arrowhead & Gateway, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $36,000,000
  B. Personal Property               $39,222
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,899,999
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,820
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $76,597
                                 -----------      -----------
        TOTAL                    $36,039,222      $23,979,417

Las Vegas, Nevada-based Arrowhead & Gateway, LLC, filed for
Chapter 11 on Aug. 31, 2009 (Bankr. D. Ariz. Case No. 09-21167).
Edwin B. Stanley, Esq., at Simbro & Stanley, PLC, 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 assets and debts
both ranging from $10,000,001 to $50,000,000.


ARROWHEAD & GATEWAY: Section 341(a) Meeting Set for October 6
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Arrowhead & Gateway, LLC's Chapter 11 case on Oct. 6, 2009, at
11:30 a.m.  The meeting will be held at the U.S. Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Las Vegas, Nevada-based Arrowhead & Gateway, LLC, filed for
Chapter 11 on Aug. 31, 2009 (Bankr. D. Ariz. Case No. 09-21167).
Edwin B. Stanley, Esq., at Simbro & Stanley, PLC, 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 assets and debts
both ranging from $10,000,001 to $50,000,000.


ARROWHEAD & GATEWAY: Taps Simbro & Stanley as Bankruptcy Counsel
----------------------------------------------------------------
Arrowhead & Gateway, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona for authorization to employ Simbro & Stanley,
PLC, as counsel.

Simbro & Stanley will, among other things provide legal services
regarding:

   (1) plan confirmation and the formulation of a plan of
       reorganization;

   (2) selection and coordination of various experts that may be
       necessary to aid the Debtor in the Chapter 11 process;

   (3) pending litigation; and

   (4) other activities as may be necessary or appropriate to
       safeguard the rights of the Debtor the estate generally.

The Court document did not disclose the compensation of Simbro &
Stanley.

To the best of the Debtor's knowledge, Simbro & Stanley is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Simbro & Stanley, PLC
     8767 East Via De Commercio No. 103
     Scottsdale, AZ 85258-3374
     Tel: (480) 607-0780
     Fax: (480) 907-2950

                     About Arrowhead & Gateway

Las Vegas, Nevada-based Arrowhead & Gateway, LLC, filed for
Chapter 11 on Aug. 31, 2009 (Bankr. D. Ariz. Case No. 09-21167).
Edwin B. Stanley, Esq., at Simbro & Stanley, PLC, 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 assets and debts
both ranging from $10,000,001 to $50,000,000.


ARVINMERITOR INC: Inks Employment Agreements with 7 Executives
--------------------------------------------------------------
At a meeting held on September 14, 2009, the Compensation and
Management Development Committee of the Board of Directors of
ArvinMeritor, Inc., approved the entry by the Company into
employment agreements with each of these executive officers of
ArvinMeritor:

     -- Charles G. McClure;
     -- Vernon G. Baker, II;
     -- Jeffrey A. Craig;
     -- Linda M. Cummins;
     -- Mary A. Lehmann;
     -- Barbara G. Novak; and
     -- Carsten J. Reinhardt

Mr. McClure's agreement was ratified by the full Board of
Directors.  The New Employment Agreements are substantially in the
form of a form of executive officer employment agreement approved
by the Committee.

The New Agreements, which supersede any existing employment
agreements, do not change the level of salary, annual bonus or
long term incentive targets applicable to the individual under
current arrangements.  Rather, the New Agreements:

     -- Align the change in control provisions in the agreements
        with those outlined in ArvinMeritor's long term incentive
        plan;

     -- Impose consistency on the treatment of vesting of equity
        awards in certain events; and

     -- Include severance terms approved by the Committee -- which
        are consistent with ArvinMeritor's policy and are
        contingent on execution by the executive of the New
        Agreement:

        * 36 months for Mr. McClure;
        * 30 months for Messrs. Craig and Reinhardt;
        * 24 months for Mr. Baker and Ms. Lehmann; and
        * 18 months for Ms. Cummins and Ms. Novak.

The New Agreements have been, or are expected to be in the near
future, executed by each of the executive officers.

                   Donlon Termination Agreement

Effective as of September 15, 2009, ArvinMeritor entered into an
agreement with James D. Donlon, III, regarding his continued
employment and termination of employment with the Company.

The 2009 Agreement supersedes the agreement between the parties
dated April 12, 2005.  The 2009 Agreement provides that Mr. Donlon
will continue to be employed at his current monthly salary through
January 16, 2010.  Upon termination of his employment on the
Termination Date, Mr. Donlon will receive:

     -- monthly severance pay equal to $58,650 per month for a
        period of 24 months, which will be paid in equal semi-
        monthly installments;

     -- continued health and certain other benefit coverage
        through the severance period (although with respect to
        health, such coverage will terminate if he subsequently
        becomes covered by a health plan of a new employer);

     -- full vesting on January 16, 2010 of all of his outstanding
        restricted shares;

     -- continued eligibility for a pro rated annual incentive
        award for 2010 (at his current target award of 65% of his
        base salary) based on time actually worked, payable in
        accordance with the terms of the Company's annual
        incentive compensation plan;

     -- continued eligibility for a target cash award, if any, of
        $500,000 under the Company's long term incentive plan for
        the fiscal year 2007-2009, 2008-2010 and 2009-2011 cycles,
        in accordance with the terms of such plan, subject to
        approval of the Committee; and

     -- outplacement assistance for twelve months not to exceed
        $10,000.

The 2009 Agreement also provides for vesting in accordance with
the terms of the applicable plans for all equity grants in the
event of a Change in Control as well as the severance benefits
described above if a separation of service results from a Change
in Control or within one year thereafter (provided the full target
amount of annual bonus will be paid in that event rather than a
pro rata portion).  The 2009 Agreement also provides for payments
in the event of death and disability which are comparable to those
provided for under the prior agreement with Mr. Donlon.

                      About ArvinMeritor Inc.

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry. The company marks
its centennial anniversary in 2009, celebrating a long history of
'forward thinking.' The company serves commercial truck, trailer
and specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers. ArvinMeritor common
stock is traded on the New York Stock Exchange under the ticker
symbol ARM.   In August, Fitch Ratings said it is keeping
ArvinMeritor's issuer default rating at 'CCC' on Rating Watch
Negative.


ASARCO LLC: Wants Plan Solicitation Deadline Moved to Dec. 31
-------------------------------------------------------------
ASARCO LLC and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of Texas to further extend the exclusive
period by which they may solicit acceptances of their Plan of
Reorganization through December 31, 2009.

The Debtors' current Exclusive Solicitation Period is set to
expire on September 30, 2009.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that the Debtors ask for an extension of their
Exclusivity Periods because until a plan is consummated, they
believe it prudent to extend exclusivity.  Without a further
extension of exclusivity, he insists, any party-in-interest may
file a plan of reorganization and the Debtors, the creditor
constituents, and other parties would have to shift resources and
waste estate assets addressing plans of reorganization rather
than focus on finalizing the plan confirmation process in these
Chapter 11 cases.

ASARCO's failure to timely file a request to extend exclusivity,
Mr. Kinzie adds, could trigger a termination right in favor of
Sterlite (USA) Inc. under the New Sterlite PSA.  The New Sterlite
PSA was executed by ASARCO and certain non-debtor affiliates,
Sterlite USA and Sterlite Industries (India) Ltd. on March 6,
2009, (i) whereby the parties agreed on the sale of substantially
all of ASARCO's operating assets, and (ii) whereby, among various
covenants, ASARCO agreed that it would timely file requests for
extension of exclusivity.

Mr. Kinzie summarizes recent developments in the Debtors' cases:

  -- On August 31, 2009, Judge Schmidt issued his "Report and
     Recommendation for Entry of Findings of Fact and
     Conclusions of Law on Plan Confirmation," recommending that
     the U.S. District Court for the Southern District of Texas
     enter an order confirming the Plan of Reorganization
     submitted by Asarco Incorporated and Americas Mining
     Corporation.

  -- The Debtors have filed their objection to the Report and
     Recommendation on September 10, 2009, and other parties
     also filed responses and objections.  On the same day, the
     Debtors filed their Modified Sixth Amended Plan of
     Reorganization.

  -- As of September 16, 2009, the District Court has not
     entered an order confirming either the Parent's Plan or the
     Debtors' Plan.

The Bankruptcy Court previously modified exclusivity to allow the
Parent and Harbinger Capital Partners Master Fund I, Ltd., to
file a plan.  Mr. Kinzie assures Judge Schmidt that the Debtors
do not seek to re-impose exclusivity as to the Parent or
Harbinger under their recent extension request.  The Debtors add
that they do not seek the exclusivity extension as a tool to
pressure creditors to accept their Plan or otherwise abide by the
Debtors' agenda.

Moreover, Mr. Kinzie tells Judge Schmidt, the Debtors' creditor
constituents have been actively involved in the plan and
confirmation process.

The Debtors further seek an expedited consideration of their
extension request, before the current exclusivity period expires.
The Debtors ask Judge Schmidt to set (i) September 25, 2009, at
4:00 p.m., as the deadline for parties to object to the extension
request, and (ii) September 29 as the hearing to consider the
approval of the extension request.

                        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)


AVENTINE RENEWABLE: Ethanol Plant Construction May Be Completed
---------------------------------------------------------------
Kurt Johnson at Aurora News-Register reports that there have been
reports that construction may soon proceed in Aventine Renewable
Energy Holdings, Inc.'s ethanol plant, which stands idle and is
about 85% complete.

News-Register relates that Kiewit Energy Co. suspended working on
the $300 million project in November 2008.  Aventine Renewable had
said that it was suspending construction due to the disappointing
economics surrounding the production of ethanol.

News-Register quoted The Aurora Cooperative President and CEO
George Hohwieler as saying, "Right now it appears that Aventine
(Renewable Energy) has some challenges as they try to work their
way through bankruptcy Chapter 11."  Any speculation on immediate
timing is premature, the report says, citing Mr. Hohwieler.  "I'm
optimistic for the future, but I have a realistic expectation on
what's going to happen inside that loop.  I think everybody should
just watch and hope as best we can, but have a clear understanding
of what the odds are against Aventine going forward," Mr.
Hohwieler added.

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors..  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Donald J. Detweiler, Esq., at
Greenberg Traurig, LLP, serves as counsel to the official
committee of unsecured creditors.  When it filed for protection
from its creditors, Aventine Renewable listed between $100 million
and $500 million each in assets and debts.


AVIS BUDGET: Bank Debt Trades at 7% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 93.33
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.58
percentage points from the previous week, The Journal relates.
The loan matures on April 1, 2012.  The Company pays 125 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group, Inc.
(CCC+/Developing/--).


BEAR STEARNS: Prosecutors Ask for Time to Get Evidence vs. Cioffi
-----------------------------------------------------------------
U.S. Prosecutors asked District Judge Frederic Block to delay
ruling on evidence against former Bear Stearns Cos. hedge fund
manager Ralph Cioffi.  The prosecutors are saying they need more
time to develop information that he improperly pledged his
investment in the fund as collateral for a Florida real estate
deal.

Mr. Cioffi is facing claims by the U.S. government that he engaged
in insider trading and that he rarely heeded to trading compliance
measures.  Federal prosecutors said that Mr. Cioffi redeemed $2
million from one of two funds under his control just before the
Bear Stearns funds collapsed in July 2007.  According to
prosecutors, Mr. Cioffi in 2006 sought to pledge his investment in
the fund as collateral for a building loan for a "luxury
condominium complex" in Sarasota, Florida.  Mr. Cioffi, however,
intentionally concealed the sale of securities.

According to Bloomberg, Mr. Cioffi was indicted in 2007 for fraud
that allegedly helped bring down Bear Stearns.  Mr. Cioffi and
another former Bear Stearns hedge fund manager, Matthew Tannin,
47, were indicted for misleading investors about the health of two
hedge funds that failed in July 2007, costing investors
$1.6 billion.  The implosion helped trigger the credit crunch and
the eventual sale of Bear Stearns to JPMorgan Chase & Co.

The case is U.S. v. Cioffi, 08-CR-00415, U.S. District
Court, Eastern District of New York (Brooklyn).

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.


BERNARD KOSAR: Ex-Wife May Collect Matrimonial Award
----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Bankruptcy Judge
Raymond B. Ray denied a motion by Bernard Kosar for an order that
his former wife, Babette, violated the automatic stay when she
hauled him into state matrimonial court to collect obligations
under a 2007 divorce decree.  Judge Ray denied the motion, saying
the former wife didn't violate bankruptcy law because she took no
action to collect money from property of the "bankrupt estate."

Bernard J. Kosar, Jr., is a former Cleveland Browns and University
of Miami quarterback.  He lives in the Fort Lauderdale suburb of
Weston.  Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar.  Mr. Kosar listed assets between $1 million and
$10 million, and debts between $10 million and $50 million.  A
list of the Mr. Kosar's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb09-22371.pdf


BERNARD MADOFF: Montauk Home Sells for More Than $8.75 Million
--------------------------------------------------------------
Corcoran Group broker Joan Hegner confirmed that Bernard Madoff's
Montauk, New York, beach house was sold for more than the asking
price of $8.75 million, two weeks after it was listed for sale,
Oshrat Carmiel at Bloomberg News reported.

The 3,000 square-foot home on Old Montauk Highway, on the east end
of New York's Long Island, was seized July 1 by U.S. Marshals.
It was built in 1982 and the Madoffs were the first and only
occupants.

Corcoran Group broker Joan Hegner confirmed the sale and didn't
disclose the buyer or the purchase price.  The buyer was selected
by the U.S. Marshals Service from several bidders.

The home is the first of three once owned by Madoff that the
government is selling to pay restitution to victims of Madoff's
Ponzi scheme.  The U.S. Marshals is also enlisting brokers to find
buyers for a Manhattan apartment and a Palm Beach, Florida estate
once owned by Mr. Madoff.  Mr. Madoff valued his Manhattan
apartment at $7 million and the Florida property at $11 million.

                      About Bernard L. Madoff

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

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

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

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors.


BERNARD MADOFF: E&Y's Luxembourg Unit Fights Release of Documents
-----------------------------------------------------------------
Ernst & Young LLP's Luxembourg unit has refused to hand over to
investors an internal report that would provide details on the
auditor's dealings with a fund tied to Bernard Madoff, Stephanie
Bodoni at Bloomberg reported.  Judge Brigitte Konz on March 4
ordered LuxAlpha to give the Ernst & Young report to the
investors.

The Ernst & Young report "is important because it will show how
the auditors handled the review of the internal functioning of
LuxAlpha," said Edouard Fremault, a senior analyst at law firm
Deminor International, which represents the investors.

"The situation has radically changed" since the Luxembourg court
ordered a fund that had invested 95 percent of its assets with
Madoff to release a non-public audit report by Ernst & Young, Marc
Kleyr, the accounting firm's lawyer told a judge September 17.

LuxAlpha has been dissolved and put into liquidation.

                      About Bernard L. Madoff

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

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

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

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors.


BH S&B: Remains in Ch. 11 as Lenders Agree on Carve-Up of Funds
---------------------------------------------------------------
BH S&B Holdings can avoid converting to a Chapter 7 liquidation
under an agreement that transfers most of its remaining cash
directly to its lenders and bankruptcy professionals.

According to Bill Rochelle at Bloomberg News, the lenders, owed
$61 million, agreed to take all available cash apart from some
$3.5 million. About $1.5 million would be set aside for various
fees while not more than some $2.5 million would be used for
payment of outstanding expenses of the Chapter 11 effort.

As reported by the TCR, Ableco Finance LLC sought an order
converting BH S&B Holdings LLC, et al.'s Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code.  It noted that the Debtors
have ceased operations and finished liquidating their assets back
in January and therefore have no ability to rehabilitate.

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

                           About BH S&B

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

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

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


BLOCKBUSTER INC: To Close Up To 960 Stores to Avert Bankruptcy
--------------------------------------------------------------
According to a regulatory filing, Blockbuster Inc. is planning to
shut down between 810 to 960 of its poorest-performing retail
stores in the U.S., instead of 410 to 450 stores.  The closings
will allow it to save up to $30 million annually.  About 580 to
685 stores will be closed in 2009.

pastemagazine.com states that Blockbuster is closing unprofitable
locations to avert bankruptcy.  pastemagazine.com notes that mail-
order rental services like Netflix, kiosks like Coinstar, Inc.'s
Redbox, and online movie downloads have been eating into
Blockbuster's profits.

Blockbuster now wants to:

    -- convert 250 to 300 current stores to outlet stores selling
       used DVDs and to offer digital downloads, rentals by mail
       and an increased number of retail kiosks; and

    -- expand from 497 rental kiosks to 2,500 by year-end, and
       then to 10,000 by mid-2010.

Meanwhile, Blockbuster said September 17 that it has priced an
offering of $675 million aggregate principal amount (increased
from $340 million, as announced on September 14, 2009) of 11.75
percent senior secured notes due 2014 at an issue price of 94.0
percent.  The new Notes will be issued in a private offering that
is exempt from the registration requirements of the Securities Act
of 1933, as amended, to qualified institutional buyers in
accordance with Rule 144A and to persons outside the U.S. pursuant
to Regulation S under the Securities Act of 1933, as amended.  The
new notes will be senior secured obligations and will be
guaranteed by the Company's domestic subsidiaries.  The Notes and
the guarantees will be secured by first-priority liens on
substantially all of the Company's and the guarantors' assets.

The sale of the new notes is expected to be consummated on or
about October 1, 2009, subject to customary closing conditions.

Blockbuster plans to use the net proceeds of the Notes to repay
all indebtedness outstanding under the Company's revolving credit
facility and Term Loan B, and its revolving asset-based loan
facility in Canada, fund fees and expenses of the transaction and
for general corporate purposes.

                      About Blockbuster Inc.

Blockbuster, Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
roughly 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

As of July 5, 2009, the Company had $1.93 billion in total assets
and $1.71 billion in total liabilities.

As reported by the TCR on Sept. 17, Fitch Ratings said that it is
affirming Blockbuster's long-term Issuer Default Rating at 'CCC'.
Fitch stated that Blockbuster's offering of senior secured notes
due 2014 will alleviate Blockbuster's liquidity concerns including
requirements under the $250 million revolving credit facility.

In light of the refinancing, Standard & Poor's Ratings Services
raised its corporate credit rating on Blockbuster Inc. to 'B-'
from 'CCC'.  The outlook is stable.


BLOCKBUSTER INC: To Issue $675MM in 11.75% Sr. Notes Due 2014
-------------------------------------------------------------
Blockbuster Inc. has priced an offering of $675 million aggregate
principal amount -- increased from $340 million, as announced on
September 14, 2009 -- of 11.75% senior secured notes due 2014 at
an issue price of 94.0%.

The new Notes will be issued in a private offering that is exempt
from the registration requirements of the Securities Act of 1933,
as amended, to qualified institutional buyers in accordance with
Rule 144A and to persons outside the U.S. pursuant to Regulation S
under the Securities Act of 1933, as amended.  The new notes will
be senior secured obligations and will be guaranteed by the
Company's domestic subsidiaries.  The Notes and the guarantees
will be secured by first-priority liens on substantially all of
the Company's and the guarantors' assets.

The purchase agreement contains customary representations,
warranties and agreements by the Company.  In addition, the
Company has agreed to indemnify the initial purchaser against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the initial purchaser may be
required to make in respect of those liabilities.  Furthermore,
the Company has agreed with the initial purchaser not to offer or
sell any debt securities issued or guaranteed by the Company for a
period of 90 days after the date of the purchase agreement without
the prior written consent of the initial purchaser.

Subject to customary closing conditions, the sale of the Notes is
expected to close on or about October 1, 2009.

Blockbuster plans to use the net proceeds of the Notes to repay
all indebtedness outstanding under the Company's revolving credit
facility and Term Loan B, and its revolving asset-based loan
facility in Canada, fund fees and expenses of the transaction and
for general corporate purposes.

The Notes will not be registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

                         About Blockbuster

Blockbuster, Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
roughly 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

As reported by the Troubled Company Reporter, in April 2009,
Moody's Investors Service downgraded Blockbuster's Probability of
Default Rating to 'Caa3' from 'Caa1' and its Corporate Family
Rating to 'Caa2' from 'Caa1'.  In addition, Moody's affirmed
Blockbuster's speculative grade liquidity rating at SGL-4 and it
secured bank credit facilities rating at 'B1'.  Moody's also rated
the proposed $250 million revolving credit facility, which expires
in September 2010, a senior secured rating of 'B1'.  The rating
outlook is stable.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Blockbuster to 'CCC' from 'B-'.  S&P removed the ratings
from CreditWatch with negative implications, where they were
placed on March 4, 2009.  At the same time, S&P lowered the issue-
level ratings on both its secured debt to 'CCC+' from 'B' and its
subordinated debt to 'CC' from 'CCC'.  The outlook is negative.

Fitch Ratings affirmed Blockbuster's long-term Issuer Default
Rating at 'CCC' and said it expects to rate the amended
$250 million bank credit facility at 'B/RR2'.  In addition, Fitch
took these rating actions ($450 million bank credit facility
upgraded to 'B/RR2' from 'CCC+/RR3'; $100 million term A loan
upgraded to 'B/RR2' from 'CCC+/RR3'; $550 million term B loan
upgraded to 'B/RR2' from 'CCC+/RR3'; and $300 million senior
subordinated notes downgraded to 'C/RR6' from 'CC/RR6'.  The
Rating Outlook is Stable.  The company had roughly
$818 million of debt outstanding as of Jan. 4, 2009.

The Troubled Company Reporter stated on Aug. 18, 2009,
Blockbuster, Inc., reported a net loss of $36.9 million for the 13
weeks ended July 5, 2009, compared to a net loss of $41.9 million
for the same period ended July 6, 2008.  Blockbuster reported a
net loss of $9.2 million for the 26 weeks ended July 5, 2009, from
net income of $3.5 million for the same period ended July 6, 2008.


BOSCOV'S INC: Liquidation Plan Confirmed by Court
-------------------------------------------------
BSCV Inc., formerly Boscov's Inc., received from Bankruptcy Judge
Kevin Gross confirmation of its Chapter 11 plan, Dawn McCarty at
Bloomberg News reports.

Following the sale of substantially all of the Debtors' assets to
BLF Acquisition, Inc. -- the entity formed by a family group led
by former company Chairman Albert Boscov and former company
executive Edwin Lakin -- the assets of the Debtors' consist almost
exclusively of cash and the right to receive future cash from,
among other things, tax refunds and a $4.0 million note executed
by BLF in connection with a prior settlement with the official
committee of unsecured creditors.

The Plan essentially provides for the distribution of the cash,
after the payment of expenses of the estates, to the holders of
allowed claims in accordance with the priorities established by
the Bankruptcy Code.

The Debtors estimate that between approximately $8.4 million and
$10.4 million will be available to fund distributions to general
unsecured creditors in Class 4 under the Plan for an estimated
recovery of 6.4% to 15.74%.  In addition, the Debtors anticipate
that they will receive tax refunds totaling $7.0 million during
calendar year 2009, which would arise from the carryback of an
expected net operating loss for the Debtors' tax year ending
January 31, 2009, to the Debtors' tax year ended January 31, 2007.

If the Debtors receive the tax refund as expected, it is
anticipated that between approximately $15.4 million and
$17.4 million will be made available for distribution on account
of allowed claims in Class 4 under the Plan after payment of the
Distribution Trust Expenses.

Holders of old common stock interests, which are unimpaired, will
retain their interests under the Plan, and are deemed to have
accepted the Plan.

Maria Panaritis at The Philadelphia Inquirer said Judge Gross'
order authorized payment of all remaining debts within three days.

Ms. Panaritis called the confirmation hearing "a rubber-stamp
hearing, the kind of thing less-sentimental businessmen have their
attorneys take care of."  She said Al Boscov, who turns 80 next
week, attended the hearing and was sentimental.

Ms. Panaritis also cited Judge Gross as saying, "When I came to
the first-day hearings, before I left home that morning, my wife
said, 'Kevin, don't mess up this case, because everybody loves
Boscov's.' "

A full-text copy of the 2nd amended joint plan of BSCV, Inc., and
its debtor affiliates is available for free at:

         http://bankrupt.com/misc/bscv.2ndamendedDS.pdf

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Case No. 08-11637).
Judge Kevin Gross presides over the cases.

Attorneys at Jones Day serve as the Debtors' lead counsel.  The
Debtors' claims agent is Kurtzman Carson Consultants L.L.C.
Attorneys at Cooley Godward Kronish LLP, in New York, and Potter
Anderson & Corroon LLP , in Wilmington, Delaware, represent the
Debtors as co-counsel.

The Debtors changed their names to BSCV Department Store, LLC, et
al., following a sale of the assets to the Boscov family.

In its amended schedules filed with the Court on March 12, 2009,
BSCV Department Store, LLC (f/k/a Boscov's Department Store, LLC)
listed assets of $315.7 million against debt totaling
$314.6 million.  Secured creditors are owed $196.2 million.


BUFFETS INC: Country Buffet in Main Street Closes, Blames Lawsuit
-----------------------------------------------------------------
Denise Richardson at The Daily Star reports that the Country
Buffet in the East End, which opened in August 2009, has closed,
blaming it on a lawsuit from the national franchise Old Country
Buffet.

According to The Daily Star, Country Buffet owner Christos
Georgakopoulos said that the restaurant is for sale.

Mr. Georgakopoulos, The Daily Star relates, said that an attorney
from the Old Country Buffet franchise contacted him, and plans
were to change the name to The City Buffet, as he couldn't afford
to fight the issue in court, but the restaurant would continue to
be an independently owned operation.

Citing Otsego County Chamber President and CEO Rob Robinson, The
Daily Star states that Mr. Georgakopoulos said that the franchise
indicated making the name change alone wasn't a satisfactory
resolution and the Old Country Buffet asked for a portion of the
profits while the name was being used.

Buffets Inc. was the nation's largest steak-buffet restaurant
chain and the second largest restaurant company in the family-
dining segment of the restaurant industry, with more than 600
company-operated restaurants and 16 franchise locations in more
than 40 states.  The Company filed for Chapter 11 bankruptcy
protection on January 22, 2008, in the U.S. Bankruptcy Court for
the District of Delaware.


BURLINGTON COAT: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 89.25 cents-on-the-dollar during the week ended
Sept. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 2.04 percentage points from the previous week, The
Journal relates.  The syndicated loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

Burlington Coat Factory Investments Holdings, Inc., and its
subsidiaries operate stores in 44 states and Puerto Rico, which
sell apparel, shoes and accessories for men, women and children.
A majority of the stores offer a home furnishing and linens
department and a juvenile furniture department.

As of Sept. 4, 2009, the Company operates 433 stores under the
names "Burlington Coat Factory Warehouse" (415 stores), "MJM
Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and
"Super Baby Depot" (one store) in 44 states and Puerto Rico.

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-';
US$800 million asset-based revolver rating at 'B+/RR1';
US$900 million term loan rating at 'B/RR3', on Burlington Coat
Factory Warehouse Corp.  Fitch revised these ratings to reflect
the new issue rating definitions as of March 2009 --
US$305 million senior unsecured notes revised to 'CC/RR6' from
'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6'
from 'CCC-/RR6'.


CA PRICE DEPOT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CA Price Depot, Inc.
        1189 Jellick Ave.
        City of Industry, CA 91748

Bankruptcy Case No.: 09-34987

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Douglas M. Neistat, Esq.
                  16000 Ventura Blvd #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  Email: twilliams@greenbass.com

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

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

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

             http://bankrupt.com/misc/cacb09-34987.pdf

The petition was signed by Jennifer Chan, CEO of the Company.


CARBIZ INC: Posts $4.4 Million Net Income for July 31 Quarter
-------------------------------------------------------------
CarBiz Inc. recorded net income of $4,417,892 for the three months
ended July 31, 2009, from net income of $1,530,838 for the same
period a year ago.  The Company posted net income of $31,688,957
for the six months ended July 31, 2009, from net income of
$1,556,148 for the same period a year ago.

Operating income for the quarter was $1,405,848 as compared to an
operating loss of $1,116,753, in the same period last year.

CarBiz said revenue grew by 46% compared to the same period last
year.  CarBiz recorded sales of $12,819,380 for three months ended
July 31, 2009, from sales of $8,783,948 for the same period a year
ago.  The Company booked sales of $21,334,757 for the six months
ended July 31, 2009, from sales of $17,707,220 for the same period
a year ago.

At July 31, 2009, CarBiz had $39,934,134 in total assets and
$40,599,818 in total liabilities.  At July 31, 2009, it had
$28,827,062 in accumulated deficit and $665,684 in stockholders'
deficiency.  The Company's July 31 balance sheet showed strained
liquidity with $21,294,592 in total current assets against
$24,293,406 in total current liabilities.

On June 15, 2009, the Company obtained a revolving line of credit
with Wells Fargo Preferred Capital for up to $20 million that will
finance up to 55% of the Company's eligible financed notes
receivable.  The revolving line of credit is a 2 year commitment
and interest is payable monthly.

"We have incurred significant net losses and negative cash flows
from operations, although the gain on debt restructuring during
the six months ending July 31, 2009 offset this trend and
decreased our stockholders' deficit.  At July 31, 2009, we had a
stockholders' deficit of $665,000 versus $34.7 million at
January 31, 2009.  The continued worldwide financial and credit
crisis has strained investor liquidity and contracted credit
markets.  If this environment continues or worsens, it may make
the future cost of raising funds through the debt or equity
markets more expensive or make those markets unavailable at a time
when we require additional financial investment.  If we are unable
to attract additional funds it may adversely affect our ability to
achieve our development and commercialization goals, which could
have a material and adverse effect on our business, results of
operations and financial condition.  As a result of our previous
lack of financial liquidity and negative stockholders' equity,
there is substantial doubt about our ability to continue as a
'going concern,'" CarBiz said in a regulatory filing with the
Securities and Exchange Commission.

"With the Company's new financing agreements in place and our
existing cash and cash equivalents are believed by management to
be sufficient to finance planned operations, debt repayment
obligations and capital expenditures through the second quarter of
fiscal year 2012, but in order to proceed with the Company's
current expansion plan for operations in the Buy-Here-Pay-Here and
Lease-Here-Pay-Here industries, additional capital may be
required," CarBiz continued.  "The Company's ability to arrange
such financing in the future will depend in part upon the
prevailing capital market conditions as well as business
performance.  There can be no assurance that the Company will be
successful in these efforts to arrange additional financing, if
needed, on terms satisfactory to it or at all.  Available
resources may be consumed more rapidly than currently anticipated,
resulting in the need for additional funding sooner than
anticipated. The failure to obtain adequate financing could result
in a substantial curtailment of the Company's operations."

CarBiz anticipates it may be required to raise additional capital
through a variety of sources, including public equity markets;
private equity financings; public or private debt; and exercise of
existing warrants and stock options.

About $13,822,192 in payments are due by the Company over the next
12 months for operating and capital leases, and long-term debt.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?44d9

Meanwhile, CarBiz also said Paul Whitley has been promoted to the
position of Chief Operating Officer.  He was previously the
director of finance for the company.

CarBiz CEO Carl Ritter said, "Paul is a great addition to the
executive team.  His focus will be in the area of corporate
finance and collections and his experience will help CarBiz to
further improve its operations."

CarBiz Inc. operates and manages its business in two segments,
which are its used car sales and leasing segment -- CarBiz Auto
Credit -- and consulting and collections services offered to
independent car dealerships -- Consulting and Collections.  CarBiz
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.


CANADIAN SUPERIOR ENERGY: Plan Approved, Emerges From CCAA
----------------------------------------------------------
Canadian Superior Energy Inc. said September 17 it has completed
its financial restructuring and has emerged from protection under
the Companies' Creditors Arrangement Act (Canada).

On September 15, the Court of Queen's Bench Alberta issued its
Final Approval Order for the implementation of the Company's CCAA
plan of arrangement.  The Plan put in place by the Company
resulted in the acquisition of Challenger Energy Corp. through a
plan of arrangement under section 192 of the Canada Business
Corporations Act, the sale of a 45% interest in Block 5(c) in
Trinidad and Tobago to BG International Limited, the Company's
creditors being paid in full, and the board of directors being
substantially reconstituted.  The Company has retained a 25%
interest in Block 5(c), where the Company and its partners have
drilled three successful deepwater exploration wells. In addition,
the Company retains its assets in Western Canada, the East Coast
and North Africa, and a 100% interest in its LNG project in the
United States.

Pursuant to the Arrangement, Canadian Superior acquired all of the
issued and outstanding common shares of Challenger in exchange for
approximately 27.4 million shares of Canadian Superior.  It is
anticipated that the shares of Challenger will be delisted from
the TSX Venture Exchange.

"This restructuring process has made Canadian Superior a
financially healthier and stronger company positioned for the
future" stated Marvin Chronister, Chairman of the Board.  "We
thank Richard Watkins for his tireless efforts and leadership
throughout the process.  We are very pleased that we paid all of
our creditors in full and that we also maintained a significant
position in Trinidad and Tobago without negatively impacting our
growth prospects on our other properties and assets.  We now have
the financial flexibility to meet our obligations going forward
and to address future opportunities."

                      About Canadian Superior

Canadian Superior Energy Inc. (TSX:SNG)(NYSE Amex:SNG)  --
http://www.cansup.com/-- is a Calgary, Alberta, Canada-based
diversified global energy company engaged in the exploration and
production of oil and natural gas, and liquefied natural gas
projects, with operations offshore Trinidad and Tobago, offshore
Nova Scotia, Canada, in Western Canada, in the United States and
in North Africa.

On March 5, 2009, Canadian Superior made an application for
protection under the Companies' Creditors Arrangement Act and an
Initial Order was granted by the Court of Queen's Bench of Alberta
for creditor protection for 20 days, which was subsequently
extended to May 4, 2009, June 4, 2009, July 24, 2009, and
Sept. 15, 2009.  Deloitte & Touche Inc. was appointed Interim
Receiver of the Company's Participation Interest in Block 5(c)
Trinidad pursuant to a Court Order granted by the Court of Queen's
Bench of Alberta.  At June 30, 2009, the Company estimates its net
obligation to the receiver to be approximately $49.5 million,
which includes $74.6 million paid by the receiver net of
$25.1 million of Block 5(c) joint interest billings collected by
the receiver on the Company's behalf.  The Court appointed Hardie
and Kelly Inc. as Monitor of the Company.


CCS MEDICAL: To Seek Approval of NovaMax Sale on Sept. 29
---------------------------------------------------------
CCS Medical Inc. will appear before the Bankruptcy Court on
September 29 to seek approval of a private sale of its
Sanvita glucose monitor business to Nova Biomedical Corp.
Bill Rochelle at Bloomberg News said that the hearing on CCS'
prepackaged plan is also scheduled on the same date.

CCS Medical and whole blood analyzers developer Nova Biomedical
Corporation have reached a definitive agreement under which Nova
Biomedical's independent, wholly owned subsidiary, Sanvita CBGM,
LLC, will acquire certain assets of Sanvita, Inc., a wholly owned
subsidiary of CCS Medical.  Sanvita, Inc. is currently the
exclusive distributor of Nova's "NovaMax" consumer blood glucose
product line in the United States.  According to the asset
purchase agreement Nova Biomedical will assume liabilities plus
the purchase price, which may be a positive or negative amount,
depending on calculations agreed by the parties.  "Although, based
on the Debtors' current estimates, the Debtors anticipate that no
cash consideration will be exchanged for the Acquired Assets, the
Debtors will be relieved of significant liabilities."

Nova Biomedical will receive a $125,000 break-up fee and expense
reimbursement of up to $75,000 in the event CCS Medical terminates
the transaction.

As reported by the Troubled Company Reporter on July 21, 2009, CCS
Medical and its debtor-affiliates delivered to the Bankruptcy
Court a joint Chapter 11 plan of reorganization, which provides
for potential recovery to unsecured creditors in the form of cash
or warrant, based on a "gift" provided by first lien lenders.

Second lien lenders owed $130 million failed to obtain approval
for another appraisal on the Company's value.  Goldman Sachs & Co.
has valued the Company at $230 million to $286 million, giving
less than 100 cents on the dollar available to repay first lien
lenders of their $350 million in claims.   Under the Plan, holders
of first lien lender claims, totaling $350 million, are expected
to recover between 66% and 82%.  Estimated recovery of holders of
second lien lender claim, trade claim, and general unsecured
claims has not been determined.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3f9e

A full-text copy of the Chapter 11 Plan is available for free at:

               http://ResearchArchives.com/t/s?3f9f

                        About CCS Medical

Founded in 1994, CCS Medical -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs.  Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CENTERLINE HOLDING: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service announced that it has affirmed the
ratings of Centerline Holding Company; concurrently, Moody's has
withdrawn these ratings for business reasons.

These ratings were withdrawn:

* Centerline Holding Company -- B2 corporate family rating.

The last rating action with respect to Centerline was on
December 23, 2008, when its rating outlook was changed to negative
concluding Moody's review for possible downgrade.

Centerline Holding Company is headquartered in New York, New York,
and is the parent company of Centerline Capital Group, which is an
alternative asset manager focused on real estate funds and
financing.  As of June 30, 2009, Centerline had assets of
$1.3 billion and shareholders' equity of $50 million.

Centerline Holding Company'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 Centerline Holding Company's core industry and the
company's ratings are believed to be comparable to those of other
issuers of similar credit risk.


CHAMPION ENTERPRISES: Limits Changes to D&O Indemnifications
------------------------------------------------------------
Champion Enterprises, Inc.'s Board of Directors on September 17,
2009, approved a resolution that adopted an amendment to the
Company's Amended Bylaws.

The purpose of the amendment was to provide certain limitations on
a future board's ability to retroactively modify the company's
Bylaws to change indemnification obligations to officers and
directors.  The amended Bylaws became effective on September 17.
The new section reads as follows:

     "11.05 Amendment or Repeal of Article XI.  No amendment or
     repeal of this Article XI shall apply to or have any effect
     on any current or former director or officer of the
     Corporation for or with respect to any acts or omissions of
     the director or officer occurring before the amendment or
     repeal.  All rights under this Article XI, in the case of any
     current director or officer, vested as of the date of taking
     such office, and, in the case of any future director or
     officer, shall vest upon taking office."

Troy, Michigan-based Champion Enterprises, Inc. --
http://www.championhomes.com/-- operates 27 manufacturing
facilities in North America and the United Kingdom distributing
its products through independent retailers, builders and
developers.  The Champion family of builders produces manufactured
and modular homes, as well as modular buildings for government and
commercial applications.

As of July 4, 2009, the Company had $596.4 million in total
assets; and total current liabilities of $269.6 million, long-term
debt of $193.5 million, deferred tax liabilities of $38.1 million,
and other long-term liabilities of $31.4 million; resulting in
shareholders' equity of $63.6 million.

In August 2009, Standard & Poor's Ratings Services lowered its
ratings, including its corporate credit ratings, on Champion
Enterprises and Champion Home Builders.  S&P lowered the corporate
credit ratings to 'CC' from 'CCC-'.  The outlook is negative.
"The rating action reflects the increased likelihood of a debt
restructuring, which S&P would view as distressed and tantamount
to default," said Standard & Poor's credit analyst George Skoufis.

At the end of the second quarter, the company was not in
compliance with the amended financial covenants contained in its
bank credit facility.  In addition to seeking an amendment to the
credit facility, Champion is exploring other alternatives, which
could include a debt restructuring.

On September 2, 2009, the Company entered into an amendment to its
credit agreement with Credit Suisse, Cayman Islands Branch, that
provides, among other things, for an additional 30-day extension
of the waiver of certain covenants through October 12, 2009.


CITADEL BROADCASTING: Makes Interest Payment, Avoids Default
------------------------------------------------------------
Citadel Broadcasting completed a $2 million interest payment to
avoid a technical default, the Wall Street Journal reported,
citing unidentified people.

As reported by the TCR on Sept. 3, 2009, Citadel CEO Farid Suleman
said the Company is negotiating with senior debtholders about
"what the next step should be" after it skipped a $2 million
interest payment on its subordinated debt due
August 15.

"All options are on the table," including prepackage bankruptcy,
debt restructuring, and another amendment to the company's credit
agreement, The Journal says, citing Mr. Suleman, who admitted that
Citadel might not be able to meet conditions that kick in next
January.

As of June 30, 2009, the Company's outstanding bank debt was
$2.033 billion, comprising $1.90 billion owed under term loans and
$137 million under revolving loans.  It also owed $49.0 million
for convertible subordinated notes.  Interest payments on the term
loans and revolving loans are due monthly.

                    About Citadel Broadcasting

Citadel Broadcasting Corporation (OTCBB:CTDB) --
http://www.cidatelbroadcasting.com/-- is the third
largest radio group in the United States, with a national
footprint reaching more than 50 markets. Citadel is comprised of
165 FM stations and 58 AM stations in the nation's leading
markets, in addition to the ABC Radio Network business, which is
one of the three largest radio networks in the United States.

Citadel had assets of $1.412 billion against debts of $2.469
billion as of June 30, 2009.

As reported by the TCR on June 29, 2009, Moody's Investors Service
downgraded Citadel Broadcasting Corporation's Corporate Family
Rating to Caa3 from Caa2 and Probability of Default Rating o Ca
from Caa3.  In addition, Moody's downgraded Citadel's senior
secured credit facility to Caa3 from Caa2.  The rating outlook is
stable.


CITIGROUP INC: Provides $1-BB Financial Accommodation to American
-----------------------------------------------------------------
American Airlines, Inc., a wholly owned subsidiary of AMR
Corporation, on September 16, 2009, entered into an arrangement
under which Citibank (South Dakota), N.A., paid to American
$1.0 billion to pre-purchase AAdvantage(R) Miles(TM) under
American's AAdvantage frequent flier loyalty program.

To effect the Advance Purchase, American and Citibank entered into
an Amended and Restated AAdvantage Participation Agreement.  Under
the Amended Participation Agreement, American agreed that it would
apply in equal monthly installments, over a five-year period
beginning on January 1, 2012, the Advance Purchase Miles to
Citibank cardholders' AAdvantage accounts.  As part of the
arrangement, the term of the Amended Participation Agreement was
extended beyond such five-year period.

Pursuant to the Advance Purchase, Citibank was granted a first-
priority lien in certain of American's AAdvantage program assets,
and a lien in certain of American's Heathrow routes, slots and
gates that would be subordinated to any subsequent first lien.
American also agreed to grant a future lien (with similar
subordination features) in certain of American's Narita routes,
slots and gates that would take effect at such time as an existing
lien is released.

Commencing on December 31, 2011, American has the right to
repurchase, without premium or penalty, any or all of the Advance
Purchase Miles that have not then been posted to Citibank
cardholders' accounts.  American is also obligated, in certain
circumstances (including certain specified termination events
under the Amended Participation Agreement, certain cross defaults
and cross acceleration events, and if any Advance Purchase Miles
remain at the end of the term) to repurchase for cash all of the
Advance Purchase Miles that have not then been used by Citibank.
The Amended Participation Agreement includes provisions that grant
Citibank the right to use Advance Purchase Miles on an accelerated
basis under specified circumstances.  American also has the right
under certain circumstances to release, or substitute other
collateral for, the Heathrow and Narita route related collateral.

In connection with the Advance Purchase, certain of Citibank's
existing commitments to American under the Amended Participation
Agreement were revised.

AMR expects that roughly $890 million of the Advance Purchase
proceeds will be accounted for as a loan from Citibank under
Accounting Standards Codification Topic 470, with the remaining
$110 million related to certain other commitments with respect to
the co-branding relationship and recorded as Deferred Revenue in
Other Liabilities.  The loan was determined using an effective
interest rate of 8.3% and will be amortized under the interest
method with imputed interest included in interest expense.  The
Deferred Revenue will be amortized straight line over the life of
the agreement.

                       About Citigroup Inc.

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

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

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

                          About AMR Corp.

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'.


CITIGROUP INC: Sustained Progress Over Last 18 Months, CEO Says
---------------------------------------------------------------
Citigroup Inc. was able to sustain progress over the last 18
months, Vikram Pandit, the Chief Executive Officer of Citigroup
Inc., said in a presentation at the Barclays Capital Global
Financial Services Conference on September 16, 2009.

Among other things, Mr. Pandit disclosed:

     -- Citi had a strong capital base to leverage opportunity;

     -- Citi has shifted away from businesses overly reliant on
        wholesale funding and developed markets credit creation to
        more stable and profitable businesses;

     -- Citi Holdings focused on reducing assets, tightly managing
        risks and optimizing value; it closed or signed 32
        dispositions since December 2007; and

     -- Citicorp is positioned to benefit from growth in emerging
        markets revenue pools.

A full-text copy of Mr. Pandit's presentation materials is
available http://ResearchArchives.com/t/s?4519

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

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

Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.

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


CITIGROUP INC: To Issue $2 Bil. of 5.5% Senior Notes Due 2014
-------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
on September 18, 2009, a free writing prospectus in connection
with its planned issuance of $2,000,000,000 of 5.500% Senior Notes
due 2014.

The debt is not guaranteed under the Federal Deposit Insurance
Corporation's Temporary Liquidity Guarantee Program.

Citigroup Global Markets Inc. serves as Book Manager; Barclays
Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co.,
and UBS Securities LLC act as Senior Co-Managers; BNP Paribas
Securities Corp., Credit Suisse Securities (USA) LLC, National
Australia Bank, Limited, Samuel A. Ramirez & Company, Inc., RBC
Capital Markets Corporation, RBS Securities Inc., TD Securities
(USA) LLC, Utendahl Capital Group, LLC, act as Junior Co-Managers.

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?451b

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

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

Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.

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


CITIGROUP INC: To Issue Currency-Linked Notes Due 2011
------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
on September 14, 2009, a pricing supplement in connection with
Citigroup Funding Inc.'s planned issuance of Notes Based Upon a
Basket of Currencies Due __, 2011, at $1,000 per Note.

The terms of the issuance are:

     -- Citi will not make any payments on the notes prior to
        maturity.

     -- The notes will mature on ______, 2011.  Investors will
        receive at maturity, for each $1,000 principal amount of
        notes held, an amount in cash equal to $950 plus a basket
        return amount, which may be positive or zero.  The amount
        investors receive at maturity could be less than $1,000
        per note but will be at least $950 per note.

     -- The basket return amount will be based upon the percentage
        change in the value of each of the Brazilian real, Russian
        ruble, Indian rupee and Chinese yuan, relative to the U.S.
        dollar from the date on which the notes are initially
        priced for sale to the public -- pricing date -- to the
        fifth business day before maturity -- the valuation date.

     -- If the sum of the allocated percentage change in the value
        of each of the basket currencies relative to the U.S.
        dollar, as measured by each relevant exchange rate, during
        the term of the notes -- the basket return percentage --
        is less than zero, the basket return amount per note will
        equal zero.

     -- If the basket return percentage is both greater than or
        equal to zero and less than or equal to 24% to 26% (to be
        determined on the pricing date), the basket return amount
        per note will equal the product of (a) $1,000 and (b) 24%
        to 26% (to be determined on the pricing date).

     -- If the basket return percentage is greater than 24% to 26%
        (to be determined on the pricing date), the basket return
        amount per note will equal the product of (a) $1,000, and
        (b) the basket return percentage.

      -- The notes will be issued in minimum denominations and
        integral multiples of $1,000.

     -- Citi will not apply to list the notes on any exchange.

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?4518

Citigroup filed on September 17, 2009, a prospectus supplement in
connection with a separate plan to issue additional securities.
The notes may not be redeemed prior to maturity unless changes
involving United States taxation occur which could require
Citigroup to pay additional amounts.  A full-text copy of the
prospectus supplement is available at no charge at:

               http://ResearchArchives.com/t/s?451a

                       About Citigroup Inc.

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

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

Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.

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


CLEARWIRE CORP: Sprint Willing to Fund $2-Bil. Funding Gap
----------------------------------------------------------
Roger Cheng at The Wall Street Journal reports that Sprint Nextel
Corp. Chief Executive Dan Hesse said that the Company is willing
to step up and fund Clearwire Corp.'s $2 billion funding gap.

Sprint wants to maintain its majority ownership of Clearwire, The
Journal says, citing Mr. Hesse.

According to The Journal, Clearwire Chief Executive Bill Morrow
said that he expects to have the funding identified by year-end.

Phil Goldstein at FierceWireless relates that Clearwire wants to
cover 80 markets by the end of 2010, but needs around $2.3 billion
in new funding to complete its network buildout.  "If the funding
is not there, we are clearly willing and able to step up to our
fair share of whatever that funding requirement is.  Our goal with
Clearwire is just that they keep building out that 4G network
very, very quickly," IDG News Service quoted Mr. Hesse as saying.

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ:CLWR) -- http://www.clearwire.com-- offers a suite of
advanced high-speed Internet services to consumers and businesses.
The company is building the first, nationwide 4G mobile Internet
wireless network, bringing together an unprecedented combination
of speed and mobility.  Clearwire's open all-IP network, combined
with significant spectrum holdings, provides unmatched network
capacity to deliver next-generation broadband access.  Strategic
investors include Intel Capital, Comcast, Sprint, Google, Time
Warner Cable, and Bright House Networks.  Clearwire currently
provides mobile WiMAX-based service, to be branded Clear(TM), in
two markets and provides pre-WiMAX communications services in 50
markets across the U.S. and Europe.

As reported by the Troubled Company Reporter on Jan. 26, 2009,
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to Kirkland, Washington-based wireless
carrier Clearwire Corp.  The outlook is stable.

Its units have junk ratings in Moody's Investors Service.  As
reported by the Troubled Company Reporter on Jan. 26, 2009,
Moody's assigned first-time ratings to Clearwire Communications
LLC (corporate family rating of Caa1 and speculative grade
liquidity rating of SGL-2) with a negative outlook.  The ratings
for Clearwire reflect the company's high financial and business
risk given the start-up nature of its operations.  In addition,
while Clearwire will operate as an independent company, Moody's
believe that there will be significant challenges to developing
the business, in part due to the diverse objectives of its
strategic investors.


COLONIAL BANCGROUP: Wants to Take Over Assets from Employee Plan
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Colonial BancGroup
Inc. filed with the Bankruptcy Court a motion asking for authority
to take over $1.9 million of assets held in a non-qualified
deferred compensation plan.  Colonial said in its Sept. 14 court
filing that the assets aren't held in trust and the beneficiaries
of the plan only have the status of general unsecured creditors.
A hearing on the issue has been set for Oct. 6.

Headquartered in Montgomery, Alabama, The Colonial BancGroup
(NYSE: CNB) provides diversified financial services, including
retail and commercial banking, wealth management services,
mortgage banking and insurance products.  The BancGroup derives
substantially all of its income from Colonial Bank, N.A (Colonial
Bank) its banking subsidiary.  Colonial bank --
http://www.colonialbank.com/-- operates 354 branches in Florida,
Alabama, Georgia, Nevada and Texas with over $26 billion in
assets.

On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver.  The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina.  BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in
its restructuring efforts.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


COMMUNITY HEALTH: Bank Debt Trades at 5.44% Off
-----------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
94.56 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.10
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The Company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.

As reported by the TCR on July 10, 2009, Fitch Ratings has
affirmed Community Health's Issuer Default Rating at 'B', with a
"stable" outlook.


COMSTOCK HOMEBUILDING: Gets Forbearance Under Penderbrook Loan
--------------------------------------------------------------
Comstock Homebuilding Companies, Inc., and certain of its
subsidiaries have entered into a loan amendment with Guggenheim
Corporate Funding, LLC.  According to a regulatory filing, the
loan amendment modifies an existing forbearance arrangement
related to $12.1 million of outstanding principal under Comstock's
secured Penderbrook project loan.

The key terms of the modification increase the cash flow available
to Comstock through reduced principal payments to Guggenheim as
units are settled.  The modification will provide Comstock with
cash equal to 25% of the net sales price of certain units settled
on or after July 16, 2009.  This cash will be used by Comstock for
working capital. The modification also allows for continued
accelerated unit releases provided Comstock satisfies certain
conditions subsequent; including meeting cumulative minimum sales
requirement of 3 units per month, 10 units per quarter and
satisfying certain other conditions with respect to the remainder
of Comstock's outstanding indebtedness.  If Comstock is unable to
meet the Modification Covenants, it will not result in an event of
default but may result in a reversion to the unit release
provisions to 10% of the net sales price of sold units in
accordance with the existing loan documents.

Comstock and Guggenheim previously entered into a modification of
the loan on December 23, 2008 as a result of Guggenheim issuing a
notice of default to Comstock relating to the loan.

"This agreement is another key component of our plan to stabilize
Comstock Homebuilding," said Christopher Clemente, Comstock's
Chairman and Chief Executive Officer.  "The enhanced cashflow that
we can now generate at Penderbrook will help tremendously in our
effort to survive the industry downturn and position our company
for improved results as market conditions improve in the
Washington, D.C. market.  We continue to work out details
regarding amicable agreements with our other lenders as we seek to
bring to conclusion the negotiations with all our lenders and
secure our ability to continue as a going concern.  These
agreements and signs that the market downturn is easing give us
reason to be optimistic about our future."

                    About Comstock Homebuilding

Established in 1985, Comstock Homebuilding Companies, Inc. is a
publicly traded, diversified real estate development firm with a
focus on a variety of for-sale residential products. The company
currently actively markets its products under the Comstock Homes
brand in the Washington, D.C. metropolitan area and the Raleigh,
NC metropolitan area. Comstock Homebuilding Companies Inc. trades
on NASDAQ under the symbol CHCI.  For more information on the
Company or it projects please visit
http://www.comstockhomebuilding.com/

Comstock had total assets of $105,329,000 against total debts of
$104,904,000 as of June 30, 2009.


CONCORD STEEL: Stamford to Stop Reporting With SEC
--------------------------------------------------
Stamford Industrial Group, Inc. will file a Form 15 with the
Securities and Exchange Commission to voluntarily suspend its
reporting obligations under the provisions of the Securities
Exchange Act of 1934, as amended.  The Company is eligible to file
a Form 15 because the Company's common stock is held by less than
300 stockholders of record.

As a result of filing the Form 15, the Company's obligation to
file periodic and current reports under the Exchange Act,
including Quarterly Reports on Form 10-Q, Annual Reports on Form
10-K, and Current Reports on Form 8-K will be immediately
suspended.

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

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


CORRECTIONS CORPORATION: Moody's Affirms 'Ba2' Senior Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 senior unsecured rating
for Corrections Corporation of America and revised the rating
outlook to positive from stable.

Moody's believes that CCA is in a robust liquidity position
through at least the end of 2010, with cash on hand, cash flow
from operations and revolver availability well in excess of cash
needs.  Importantly, CCA has no debt maturities due before 2012.
The firm has demonstrated good capital market access, highlighted
by a May 2009 $465 million note offering due 2017 which priced
comparably to investment grade issues from this spring; proceeds
were used to retire 2011 maturities.  The firm's 2x fully-loaded
fixed charge coverage (including taxes and capex) is typical of
commercial real estate firms in the low Baa3 to high Ba1 range;
moreover, total debt/EBITDA at 3.3x at June 30th compares
favorably to Ba1-rated senior unsecured issuers not only from the
commercial property universe (5.1x median) but also from the
larger corporate non-bank universe (4.7x).

CCA's dominant share of the private corrections industry, coupled
by the growing portion of private beds relative to public beds,
has been a distinct plus.  Moody's does expect, however, that this
growth will be tempered in the near term as constricted budgets
force some states to seek lower per diems or reduce prisoner
populations.

The positive outlook reflects CCA's leading position in the
private corrections sector, healthy liquidity position and strong
credit metrics, all despite the recent challenging economic
environment and credit dislocation.

Moody's would expect to raise CCA's rating should total assets
reach $3.5 billion and revenues approach $2 billion without marked
deterioration in its credit profile.  Concurrently, CCA would need
to maintain its dominance in the private corrections industry,
without the sector losing its share relative to public operators.

Moody's would likely return the rating outlook to stable with
fixed charge coverage of less than 4x, debt to EBITDA greater than
4x or secured debt close to 10% of gross assets.  CCA achieves
better control over and better margins from its facilities when
they own the assets, and therefore Moody's would likely stabilize
the rating outlook should managed-only contracts become 25% or
more of CCA's EBITDA.  Moreover, loss of contracts resulting in
occupancy lower than 90% or annual revenues falling below
$1.5 billion will also likely bring downward pressure on CCA's
ratings.  Finally, Moody's has long stated its conviction that the
private corrections presents unique challenges in the areas of
public relations and political sensitivities; any significant
setbacks in these areas, in which Moody's foresees meaningful loss
of revenue, will put downward pressure on CCA's ratings.

The rating outlook was changed to positive from stable for these
ratings:

* Corrections Corporation of America -- (P)Ba1 senior secured; Ba2
  senior unsecured; (P)Ba2 senior unsecured shelf; (P)Ba3 senior
  subordinated shelf.

In its last rating action with respect to CCA, Moody's upgraded
the firm's senior unsecured rating to Ba2 from Ba3 on February 5,
2007.

Corrections Corporation of America is headquartered in Nashville,
Tennessee, United States and is an owner and operator of
government-contracted correctional and detention facilities.  CCA
operates 65 facilities, including 40 company-owned facilities,
with a capacity of approximately 86,500 beds, in 19 states and the
District of Columbia.


COYOTES HOCKEY: Glendale Declines $50-Mil. Offer for Arena
----------------------------------------------------------
David Shoalts at Globe and Mail reports that the city of Glendale
in Arizona sent a document to the Bankruptcy Court to affirm its
support for the National Hockey League's bid for the Phoenix
Coyotes.

The Glendale city council held a meeting to discuss two bids for
the Coyotes Hockey.

James L. Balsillie's group PSE Sports and Entertainment is
offering $242.5 million to creditors for Coyotes, which include
$50 million for the city of Glendale.  Mr. Balsillie, however,
will move the team from Glendale to Hamilton Ontario.

The NHL has offered $140 million for the Coyotes in hopes that it
could keep the team while it finds a buyer other than
Mr. Balsillie.  The NHL has committed only to one more season in
Glendale but said its preference is to find a buyer who will not
move the team.

Globe and Mail reports that in the public portion of the council
meeting, Coyotes owner Jerry Moyes rose to his feet and tried to
make a pitch for Mr. Balsillie's offer.  Mayor Elaine Scruggs
ordered him to leave and council went into its private session,
according to the Arizona Republic newspaper

Mr. Moyes said Glendale has to face up to the possibility the
Coyotes will move even if the NHL buys them.  "The city of
Glendale would be better off without hockey," Mr. Moyes told the
Republic. "This team is going to be gone in a year."

Only one councilor was in favor of accepting Mr. Balsillie's
$50 million offer in lieu of damages for breaking the lease with
city-owned Jobing.com Arena.

Team coach and manager Wayne Gretzky, which is part of
Mr. Balsillie's plans, has sat out pre-season games by the Coyotes
pending the outcome of the bankruptcy case.  The NHL, according to
Globe and Mail, is planning to reject Mr. Gretzky's $8 million-a-
year contract.

                       About Coyotes Hockey

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


COYOTES HOCKEY: Moyes Wants to Force NHL to Mediate Sale Issues
---------------------------------------------------------------
Bob Baum at The Associated Press reports that Phoenix Coyotes
owner Jerry Moyes has asked the Hon. Redfield T. Baum of the U.S.
Bankruptcy Court for the District of Arizona for an emergency
hearing to order the National Hockey League to mediate the "key
sale issues".  NHL has rejected mediation, The AP states.

Jerry Moyes is supporting the bid for the Coyotes by James L.
Balsillie's group PSE Sports and Entertainment.  Mr. Balsillie is
offering $242.5 million to creditors for Coyotes, which include
$50 million for the city of Glendale.  Mr. Balsillie, however,
will move the team from Glendale to Hamilton Ontario.

NHL has voiced opposition to Mr. Balsillie's offer for the
Coyoytes.  To fend off Mr. Balsillie's bid, the NHL submitted its
own bid, offering $140 million for the Coyotes in hopes that it
could keep the team while it finds another buyer.  The NHL has
committed only to one more season in Glendale but said its
preference is to find a buyer who will not move the team.

The Bankruptcy Court has not yet ruled on the winning bidder.

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


CRESCENT RESOURCES: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and debt ratings on Crescent Resources LLC.  On June 10,
2009, the company filed a voluntary petition for reorganization
under Chapter 11 bankruptcy protection with the U.S. Bankruptcy
Court in the Western District of Texas, Austin Division.  The
company had $1.5 billion of rated bank debt at the time it filed.
S&P is also withdrawing S&P's recovery ratings on the bank debt
because S&P does not expect to receive the necessary post-filing
financial information that would enable us to appropriately
monitor the ratings.

Charlotte, North Carolina-based Crescent is a privately held real
estate development company that is currently equally owned by Duke
Energy Corp. (A-/Positive/A-2) and Morgan Stanley Real Estate Fund
V U.S. (Morgan Stanley rated A/Negative/A-1).

                            Rating List

                        Ratings Withdrawn

                     Crescent Resources LLC

                                         To            From
                                         --            ----
       Corporate credit                  NR            D
       Secured bank debt                 NR            D
         Recovery rating                 NR            4


CRUCIBLE MATERIALS: PBGC Balks at Proposed Sale of Asset
--------------------------------------------------------
The Pension Benefit Guaranty Corp. filed with the Bankruptcy Court
and objection to the proposed asset sale of Crucible Materials
Corp.  PBGC asked a court to ensure that the sale does not
jeopardize its recovery of certain contribution shortfalls,
raising a concern that Crucible hopes to resolve, Law360.

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

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

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

The Debtors have decided to enter into an asset purchase agreement
with Carpenter Technology Corp. for the sale of their compaction
and research divisions, subject to any higher and better offers.
Carpenter will pay $20 million, subject to adjustments, for the
two divisions.  The parties agree to closing not later than
October 31.

The Debtors have not received any firm offers for the remaining
assets, which they intend to auction off at the same time as the
compaction and research divisions.

                     About Crucible Materials

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

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


DANA HOLDINGS: Bank Debt Trades at 17.5% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Dana Holding
Corporation is a borrower traded in the secondary market at 82.46
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 4.39
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 31, 2015.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Based in Toledo, Ohio, Dana Holding Corporation  --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to 'Caa2', raised the Probability of
Default Rating to 'Caa1', and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at 'Caa1' reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DEL MONTE: Fitch Assigns 'BB-' Rating on $450 Mil. Senior Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Del Monte
Corporation's proposed private placement of $450 million senior
subordinated notes due Oct. 15, 2019.

Fitch's current ratings are:

Del Monte Foods Company (Parent)

  -- Long-term Issuer Default Rating 'BB'.

Del Monte Corporation (Operating Subsidiary)

  -- Long-term IDR 'BB';
  -- Senior secured bank facility 'BB+';
  -- Senior subordinated notes 'BB-'.

The Rating Outlook is Positive.

At Aug. 2, 2009, Del Monte had approximately $1.6 billion of
consolidated total debt.  All of Del Monte's debt was issued by
Del Monte Corporation, a wholly owned operating subsidiary, and is
guaranteed by Del Monte Foods Company, the parent corporation.

Del Monte plans to use the net proceeds, together with cash on
hand or borrowings under its revolving credit facility, to
repurchase any and all of its $450 million 8 5/8% senior
subordinated notes due Dec. 15, 2012.  Fitch does not expect Del
Monte's leverage to increase as a result of these transactions.

The company simultaneously commenced a cash tender offer and a
consent solicitation for the 8 5/8% notes.  Consent is required to
amend the Dec.  20, 2002 supplemental indenture governing the 2012
notes.  The proposed amendments would eliminate or make less
restrictive most covenants in the indenture.  Unless extended, the
consent solicitation expires Sept. 30, 2009 and the tender offer
expires Oct. 15, 2009.

Noteholders who tender their notes and provide consent to the
proposed amendments by Sept. 30, 2009 will receive a total
consideration equal to $1,031.25 per $1,000 principal amount
tendered plus accrued and unpaid interest.  Those who tender after
Sept. 30, 2009, but by Oct. 15, 2009, receive $1,001.25 per $1,000
principal tendered plus accrued and unpaid interest.

The new notes are guaranteed by Del Monte Foods Company and
certain U.S. subsidiaries of Del Monte Corporation and rank pari
passu with the company's existing senior subordinated debt.  Terms
for the new notes are substantially identical to those being
refinanced.  Covenants include, but are not limited to,
limitations on the incurrence of additional indebtedness if its
consolidated fixed charge coverage ratio is less than 2.0 times.
The notes are also subject to a Change of Control Triggering Event
whereby upon the occurrence of both a Change of Control and a
rating downgrade, Del Monte may be required to repurchase the
notes at a price equal to 101% of the principal amount plus
accrued interest.

Del Monte's ratings and Positive Outlook reflect the company's
balanced financial strategy, solid cash flow generation, and
leading No. 1 and No. 2 market positions in processed produce and
many of the pet food and pet snack categories in which it
competes.  These factors are weighed against the fact that debt-
financed acquisitions have historically played a key role in Del
Monte's growth, resulting in periodic temporary increases in
leverage.  Furthermore, in Pet Products, the company competes with
several large competitors with greater financial resources.  This
has resulted in significantly increased marketing expenditures in
order to build brand strength and maintain market positions.

For the latest 12-month period ended Aug.  2, 2009, total debt-to-
operating earnings before interest taxes depreciation and
amortization was 2.7x, down from 3.4x at the fiscal year ended
May 3, 2009.  Fitch anticipates leverage in the low 3.0x range in
the near term.  EBITDA-to-gross interest expense was 5.3x and
funds from operations fixed charge coverage was 2.9x, compared to
4.2x and 2.4x, respectively, at fiscal year end.  Del Monte's
secured bank facility requires the company to maintain a total
debt-to-EBITDA ratio equal to or less than 4.75x through Jan. 31,
2010.  The requirement gradually steps down to 3.75x for the
period ending May 1, 2011 and thereafter.  Del Monte must also
maintain a minimum fixed charge coverage ratio of 1.15x.

Del Monte's free cash flow (defined as cash flow from operations
less capital expenditures and dividends) was $139 million for the
most recent LTM period.  The company's FCF has averaged
$145 million over the past five years.  At Aug. 2, 2009, total
liquidity of approximately $512 million included $126 million of
cash and $386 million of availability (excluding letters of
credit) on Del Monte's $450 million secured revolver expiring
Feb. 8, 2011.  Scheduled debt maturities include $24 million in
the current fiscal year, $331 million in fiscal 2011 and
$495 million in fiscal 2012.  Continued generation of meaningful
FCF and relatively stable financial leverage and operating margins
would result in an upgrade of Del Monte's ratings.


DEL MONTE: Moody's Assigns 'B1' Rating on $450 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Del Monte
Corporation's proposed new $450 million senior subordinated notes
due 2019 to be issued under Rule 144A.  Moody's affirmed the
company's other ratings, including its Ba3 corporate family and
probability of default ratings and its speculative grade liquidity
rating of SGL-3.  The rating outlook remains positive.

Rating assigned:

* New $450 million unsecured senior subordinated notes due 2019,
  to be issued under Rule 144A, at B1 (LGD5,79%)

Ratings affirmed and certain LGD percentages revised:

* Corporate family rating at Ba3

* Probability of default rating at Ba3

* Senior secured revolving credit agreement, Term Loan A and Term
  Loan B at Ba1 (LGD2); LGD% to 24% from 25%

* $250 million 6.75% senior subordinated notes due 2015 at B1
  (LGD5, 79%)

* $450 million 8.625% senior subordinated notes due 2012 -- to be
  withdrawn when repaid -- at B1 (LGD5, 79)

* Speculative grade liquidity rating at SGL-3

The new $450 million senior subordinated notes to be issued under
Rule 144A will repay the existing $450 million 8.625% senior
subordinated notes due 2012.  Moody's will withdraw the ratings on
the 8.625% notes when repaid.  This refinancing will lengthen Del
Monte's debt maturity profile.

Moody's expects that internal cash flow generation will remain
robust as the company's significant market positions, marketing
investment and new product introductions will allow it to pass
along price increases to offset any future cost pressures.  These
attributes will also allow Del Monte to sustain the price
increases taken in fiscal 2009.  Margins have also been enhanced
by efficiency and cost cutting initiatives.  Further improvement
in credit metrics is likely, given the company's financial policy
that targets debt reduction.  Del Monte's stated guideline for
ideal unadjusted debt to EBITDA has become more conservative, down
from a range of 3x to 3.5x to a range of 2x to 3x.

The company's SGL-3 rating reflects Moody's expectation that
covenant cushion will be tight in the latter half of calendar year
2010 when mandatory debt payments, included in the fixed charge
coverage ratio, start to get larger.  The SGL-3 (adequate
liquidity) also incorporates Moody's belief that free cash flow
generation over the next twelve months will be sufficient to fund
working capital, maintenance capital expenditures, shareholder
enhancement and scheduled debt payments.  The company may need to
draw under its $450 million revolving credit agreement due
February 2011, nonetheless, to cover seasonal needs.  The current
portion of long term debt at August 2, 2009, was a manageable
$90 million, although scheduled maturities of long term debt will
increase to $331.3 million in fiscal year ending April 2011.
Alternative sources of liquidity are limited since all assets are
encumbered.

Moody's most recent rating action on August 20, 2009, changed Del
Monte's outlook to positive, upgraded its senior secured debt
ratings to Ba1, and lowered its speculative grade liquidity rating
to SGL-3, and affirmed the company's other ratings, including its
Ba3 corporate family rating.

Headquartered in San Francisco, California, Del Monte Corporation
is one of the largest producers, distributors and marketers of
premium quality branded food and pet products for the U.S. retail
market.  Revenues for the fiscal year ended August 2, 2009,
excluding sales of StarKist, were approximately $3.7 billion.


DEL MONTE: S&P Assigns 'BB-' Rating on $450 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to San Francisco, California-based Del Monte Corp.'s
proposed issue of $450 million senior subordinated notes due
Oct. 15, 2019.  The recovery rating is '4', indicating S&P's
expectation of average (30%-50%) recovery in the event of payment
default.  The company will use the proceeds from the note
issuance, together with cash on hand or borrowings under its
revolving credit facility, to repurchase its outstanding
$450 million 8.625% notes due 2012, and to pay related fees and
expenses.  S&P will withdraw the existing ratings on the 2012
notes when they are repaid.  Del Monte Corp. is a wholly owned
subsidiary of Del Monte Foods Co. (BB-/Positive).

At the same time, S&P revised the recovery rating on the existing
'BB-' senior subordinated debt to '4', indicating S&P's
expectation for average (30%-50%) recovery in the event of a
payment default, from '3'.  As of Aug. 2, 2009, Del Monte had
about $1.6 billion of debt outstanding.

The ratings on Del Monte reflect moderate debt levels and exposure
to volatile commodity costs.  Del Monte benefits from its diverse
product portfolio with leading market shares and high brand
recognition in the stable, domestic, shelf-stable fruit and
vegetable processing industry and pet food sector.

The outlook on Del Monte is positive.  Although S&P estimate that
leverage could be slightly more than 3.5x for the next two
quarters due to seasonality, S&P expects Del Monte will apply its
free cash flow to debt reduction, and reduce and sustain leverage
to less than 3.5x by fiscal year-end 2010 while maintaining FFO to
total debt near current levels.  S&P could upgrade the company if
it is able to sustain its positive operating momentum and reach
these fiscal 2010 target credit measures.  S&P could revise the
outlook to stable if operating performance declines such that
credit measures weaken and leverage is more than 4x.

                           Ratings List

                        Del Monte Foods Co

        Corporate credit rating            BB-/Positive/--

                            New Rating

                          Del Monte Corp.

              Proposed $450 mil sr sub notes due 2019

              Senior subordinate debt rating     BB-
                Recovery rating                  4

                     Revised Recovery Rating

                          Del Monte Corp.

                                         To           From
                                         --           ----
      Senior subordinate debt            BB-          BB-
        Recovery rating                  4            3


DIANA HORNER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Diana R. Horner
        4601 N 21st Street, #46
        Phoenix, AZ 85016

Bankruptcy Case No.: 09-23065

Chapter 11 Petition Date: September 17, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Dennis J. Wortman, Esq.
                  202 East Earll Drive, Suite 490
                  Phoenix, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 279-5650
                  Email: djwortman@azbar.org

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 Ms. Horner.


DOLLARAMA GROUP: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Dollarama Group
Holdings L.P. and its subsidiary, Dollarama Group L.P., but
changed the rating outlooks to positive from stable.  The rating
action follows the company's announcement that it would seek to
complete an initial public offering of its equity, using proceeds
for debt reduction.

These ratings were affirmed:

Dollarama Group Holdings L.P.

  -- Corporate Family rating B1
  -- Probability of Default rating B1
  -- Senior Subordinate rating B3 (LGD 5, 89% from LGD 5, 83%)
  -- Liquidity rating SGL-3

Dollarama Group L.P.

  -- Senior Secured Rating Ba1 (LGD 2, 18% from LGD 2, 17%)
  -- Senior Unsecured Rating B2 (LGD 4, 66% from LGD 4, 61%)

The change in the outlook to positive reflects Moody's belief that
the completion of the IPO could strengthen several of Dollarama's
key credit metrics.  In addition, the positive outlook reflects
Moody's expectation that Dollarama's operating results will
continue to trend favorably despite the broader economic
challenges.

The affirmation of Dollarama's B1 rating considers Moody's belief
that its adjusted leverage may be modestly below 5x following the
IPO and debt reduction.  At this level, Moody's expects
Dollarama's key credit metrics would be strongly positioned within
the rating category.  Nonetheless, the company has historically
used higher levels of leverage and has not articulated a change in
its long term capital structure goals.  Consequently, the rating
remains constrained by the potential that the company's capital
structure may not be sustained at this new level over time.  The
rating favorably considers Moody's expectations that Dollarama
will maintain its relatively strong operating margins and free
cash flow generation given its strong market position in the
extreme value retailing segment and evidence that its business
model is resistant to economic downturns.

Moody's has affirmed Dollarama's SGL-3 "acceptable" liquidity
rating due to its healthy cash balances and ongoing expected free
cash flow generation in excess of debt maturities.  The rating is
constrained by the maturity of its revolver within the next year
and limited, albeit acceptable, headroom to forward bank
covenants.  Notably, the affirmation of Dollarama's liquidity
rating does not contemplate the improvement to its liquidity that
may result from the completion of the IPO and intended refinancing
of its senior secured revolver.  Therefore, the successful
completion of these initiatives could have positive implications
for the company's liquidity rating.

Dollarama has indicated that several classes of its debt would be
retired or reduced upon completion of its IPO.  The majority of
the debt reduction is expected to be directed towards more junior
ranking instruments.  Therefore, pursuant to Moody's loss-given-
default methodology, the rating on the company's remaining senior
secured bank facilities may be lowered to reflect the reduced
amount of debt cushion existing within the debt capital structure.
The ratings and LGD point estimates of the other debt instruments
may be changed as well.

Moody's last rating action on Dollarama was on July 18, 2008, when
its liquidity rating was lowered to SGL-3 from SGL-2.

Controlled by Bain Capital Partners LLC, Dollarama Group Holdings
L.P. is the parent of Dollarama Group L.P, which is a leading
extreme value retailer operating 585 stores in Canada with annual
revenue of roughly C$1.2 billion.  Both companies are
headquartered in Montreal, Canada.


DOMIN-8 ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Domin-8 Enterprise Solutions, Inc.
        4660 Duke Drive, Suite 210
        Mason, OH 45040

Bankruptcy Case No.: 09-35789

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Domin-8 Enterprise Solutions, LLC                  09-35790
New-Paradigm Insurance Solutions, LLC              09-35791
ACSoftware, Inc.                                   09-35792
PMAS, LLC                                          09-35793
Spectra Computer Services Limited                  09-35794

Chapter 11 Petition Date: September 17, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Debtor's Counsel: David M. Whittaker, Esq.
                  100 South Third Street
                  Columbus, OH 43215-3374
                  Tel: (614) 227-2355
                  Fax: (614) 227-2390
                  Email: dwhittaker@bricker.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 at least
$1,384,980, and total debts of $34,681,888.

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/ohsb09-35789.pdf

The petition was signed by Daniel P. Buettin, chief financial
officer of the Company.


DUNNING BROTHERS: Cause Existed to Reopen 73-Year-Old Case
----------------------------------------------------------
WestLaw reports that "cause" existed to reopen a case that was
originally commenced more than seven decades earlier under the
Bankruptcy Act of 1898, and the court would exercise its
discretion to reopen, in order to allow the trustee to administer
unscheduled parcels of real property that had remained part of the
bankruptcy estate and to remove a cloud on title.  While the
passage of time might support a laches defense against the
trustee's claims to the property, this was a matter that could be
raised later in proceedings in the reopened case, and that did not
warrant denial of the motion to reopen, at least not where there
had been no sale of the property in the intervening 73-year
period, where two recorded post-bankruptcy easements, for highway
and levee repair purposes, were of a nature that would not
necessarily be prejudiced, and where no other rights appeared to
have accrued that would introduce a risk of unfairness.  In re
Dunning Bros. Co., --- B.R. ----, 2009 WL 2842734 (Bankr. E.D.
Cal.).

As reported in the Troubled Company Reporter on July 2, 2009,
all creditors of Dunning Brothers Company (and their successors in
interest) were invited to attend a creditors meeting pursuant to
Section 44 of the Bankruptcy Act of 1898 on Wednesday, August 5,
2009, at 2:00 p.m. before the Honorable Christopher M. Klein in
Sacramento, California, for the purpose of electing a trustee in
Dunning Brothers' 73-year-old bankruptcy case pursuant to Section
44 of the Bankruptcy Act and to conduct any other appropriate
business.

Established as a repair shop for harvesters, Dunning Brothers
Company was incorporated in 1907 and had its principal place of
business in Marysville, California.  Dunning Brothers expanded
into automobile sales and repair, and in 1912 was the exclusive
Ford automobile dealer in Yuba and Sutter Counties, California.
Dunning Brothers grew further as it became an authorized dealer
for Lincoln automobiles and Fordson tractors, and operated a
hotel.

Dunning Brothers sought protection under the Bankruptcy Act of
1898 in the United States District Court for the Northern District
of California (now part of the Eastern District of California)
(Case No. 6824) on April 27, 1936.  That case was closed in August
1937, but reopened in July 1941 to administer certain then-newly
discovered, previously unadministered assets, and closed again in
June 1942.  The case was reopened on June 16, 2009, pursuant to
Section 2.a(8) of the Bankruptcy Act to administer certain newly
discovered, previously unadministered assets.  The reopened case
is now pending in the Sacramento Division of the United States
Bankruptcy Court for Eastern District of California as Case No.
36-26824.

The newly discovered assets are four parcels of apparently
unencumbered land, slightly over one-acre in the aggregate, in
Sacramento.  For information concerning this proceeding, contact:

   Jason E. Rios, Esq.
   Felderstein Fitzgerald Willoughby & Pascuzzi LLP
   400 Capitol Mall, Suite 1450
   Sacramento, CA 95814-4434
   Telephone (916) 329-7400


EASTMAN KODAK: Amends Citicorp Facility to Reflect KKR Initiative
-----------------------------------------------------------------
Eastman Kodak Company, Kodak Canada Inc. and certain subsidiaries
of the Company on September 17, 2009, entered into Amendment No. 1
to the Amended and Restated Credit Agreement, dated March 31,
2009, with the lender parties and Citicorp USA, Inc., as agent.

Pursuant to the Amendment, the Company is permitted to incur
additional senior debt in an aggregate principal amount not to
exceed $700,000,000 -- plus any increase in the principal amount
thereof by the amount of any interest that is paid in kind -- on
the terms and conditions set forth in the Amendment; and the
guarantors under the Credit Agreement are permitted to guarantee
the Permitted Senior Debt.  One of the conditions that must be
satisfied for the new debt to constitute Permitted Senior Debt is
that the covenant, default, remedy and similar provisions, and
mandatory prepayment, repurchase, redemption and similar
provisions, in each case, must be on market terms (or on terms
that are no less favorable to the Company than market terms) for
similar issuances of debt by issuers with similar creditworthiness
as the Company at the time of the issuance or incurrence of such
Permitted Senior Debt (as reasonably determined by the Company).

The Company and the guarantors under the Credit Agreement are
permitted to grant a second priority lien on their assets to
secure the additional Permitted Senior Debt and guarantees
thereof, subject to an intercreditor agreement.

The Company will be required to deposit the net proceeds from the
issuance of Permitted Senior Debt into a cash collateral account,
up to an aggregate amount equal to the then outstanding principal
amount of the Company's 3.375% Senior Convertible Notes due 2033,
which amounts may be used, so long as no event of default or
specified default then exists, to satisfy such notes (with any
excess after the repayment of such notes being available to repay
the Credit Agreement obligations or for general corporate
purposes).

Kodak, among other things, is required to pay the Agent an
amendment fee as well as all invoiced accrued fees and expenses of
the Agent and Citigroup Global Markets Inc., as sole lead arranger
in respect of the Amendment.  Kodak must also pay the reasonable
fees and expenses of Shearman & Sterling LLP, counsel for the
Agent and the sole lead arranger in respect of the Amendment.

Members of the lending syndicate are:

     * CITICORP USA, INC., as Agent and Lender;
     * Bank of America, N.A.;
     * Banco Santander, S.A., New York Branch;
     * Commerzbank AG, New York and Grand Cayman Branches;
     * Credit Suisse, Cayman Islands Branch;
     * Deutsche Bank AG New York Branch;
     * Fifth Third Bank;
     * GOLDMAN SACHS LENDING PARTNERS, LLC;
     * Industrial and Commercial Bank of China United;
     * LightPoint CLO 2004-1. Ltd.;
     * Lloyds TSB Bank Plc;
     * Loan Funding III (Delaware) LLC;
     * Mizuho Corporate Bank, Ltd.;
     * MORGAN STANLEY SENIOR FUNDING, INC.;
     * Natixis;
     * PIMCO Floating Rate Income Fund ;
     * PIMCO Floating Rate Strategy Fund;
     * PNC Bank, N.A.;
     * Premium Loan Trust I, Ltd.;
     * SG Finance Inc.;
     * SUMITOMO MITSUI BANKING CORPORATION;
     * SWISS RE FINANCIAL PRODUCTS CORPORATION;
     * The Bank of New York Mellon;
     * THE BANK OF NOVA SCOTIA;
     * The CIT Group/Business Credit, Inc.;
     * The Foothill Group LLC; and
     * Wells Fargo Foothill, LLC

A copy of Amendment No. 1 to the Amended and Restated Agreement is
available at no charge at http://ResearchArchives.com/t/s?451c

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

On June 17, 2009, Standard & Poor's affirmed its CCC+ issue-level
rating on the Company's Senior Unsecured debt and removed the
rating from CreditWatch.  In addition, the S&P B+ rating on the
Company's Secured debt was withdrawn at the Company's request
because the rating is not required for the Company's Amended and
Restated Credit Agreement.  Previously, on March 5, 2009, S&P had
lowered its Corporate Rating, Secured Rating and Senior Unsecured
Ratings on the Company from B to B-, BB- to B+ and B- to CCC+,
respectively, and removed the Corporate Rating from CreditWatch.
The ratings outlook remains negative.


EASTMAN KODAK: To Issue $400MM of 7.00% Convertible Notes Due 2017
------------------------------------------------------------------
Eastman Kodak Company on September 17, 2009, announced the pricing
of its private placement of $400 million aggregate principal
amount of convertible senior notes due 2017 to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act, as amended.  The notes will be unsecured obligations of Kodak
and will bear interest of 7.00% per year.  The sale of the notes
to the initial purchasers is expected to settle on September 23,
2009, subject to customary closing conditions.

The notes will be convertible at any time prior to the business
day immediately preceding maturity. Upon conversion, Kodak will
deliver, at its option, solely shares of its common stock or
solely cash.  The initial conversion rate is 134.9528 shares of
common stock per $1,000 principal amount of notes (which is
equivalent to an initial conversion price of roughly $7.41 per
share).  Kodak will have the right to redeem the notes in whole or
in part at a specified redemption price at any time on or after
October 1, 2014, and before October 1, 2016, if certain conditions
are met, and on and after October 1, 2016, regardless of such
conditions.  Kodak may be required to repurchase some or all of
the notes by the holders thereof in the event of certain
fundamental changes at 100% principal amount, plus accrued and
unpaid interest up to, but excluding, the purchase date.

Kodak intends to use the net proceeds from the offering to
repurchase its 3.375% Convertible Notes due 2033 through a tender
offer and for general corporate purposes, including the redemption
of 2033 Notes, which holders can require Kodak to purchase on
October 15, 2010, and are also redeemable by Kodak on or after
October 15, 2010.

                             KKR Deal

On September 16, 2009, the Company entered into a Note and Warrant
Purchase Agreement with KKR Jet Stream (Cayman) Limited and
Kohlberg Kravis Roberts & Co. L.P. (with respect to specified
provisions) to sell to an entity formed by one or more investment
funds, vehicles or accounts managed or advised by Kohlberg Kravis
Roberts & Co. L.P. or its subsidiaries, in the aggregate of no
less than $300 million principal amount and no more than
$400 million principal amount of Senior Secured Notes due 2017 and
warrants to purchase an aggregate of no less than 40 million
shares and no more than 53 million shares of the Company's common
stock, which represents between roughly 14.9% and roughly 19.8% of
the Company's common shares outstanding.

The aggregate principal amount of Senior Secured Notes will equal
$700 million less the aggregate principal amount of convertible
notes issued in a separate private offering under Rule 144A of the
Securities Act of 1933, as amended, except that the aggregate
principal amount of the Senior Secured Notes will be no less than
$300 million and no more than $400 million.  The specific number
of shares of common stock underlying the Warrants will be adjusted
on straight-line interpolation based on the aggregate principal
amount of Senior Secured Notes sold to a number between 40 million
and 53 million shares.

The completion of the private placement of the Senior Secured
Notes and Warrants is contingent on satisfaction or waiver of
customary conditions and the sale of at least $200 million
aggregate principal amount of Convertible Notes.  The Purchase
Agreement provides that the private placement to KKR will be
completed on the date that is the later of three business days
following the satisfaction of all closing conditions contained in
the Purchase Agreement and September 29, 2009.  The closing of the
Convertible Notes is not conditioned on the closing of the sale of
Senior Secured Notes to KKR.  No assurances can be made that the
KKR transaction will close when expected, or at all.

In connection with the sale of the Senior Secured Notes and
Warrants, the Company has agreed to pay KKR or its designee a
placement fee equal to 3% of the $400 million aggregate principal
amount of Senior Notes that KKR has agreed to purchase.

A copy of the Form of Indenture governing the Senior Secured Notes
is available at no charge at http://ResearchArchives.com/t/s?4520

A copy of the Purchase Agreement, dated September 16, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4521

A copy of the Form of Warrant is available at no charge at
http://ResearchArchives.com/t/s?4522

A copy of the Form of Registration Rights Agreement is available
at no charge at http://ResearchArchives.com/t/s?4523

Kodak is represented in the deal by:

     Wilson Sonsini Goodrich & Rosati
     Professional Corporation
     650 Page Mill Road
     Palo Alto, California 94304
     Tel: (650) 493-9300
     Fax: (650) 493-6811
     Attn: Larry Sonsini, Esq.
     E-mail: lsonsini@wsgr.com

      -- and --

     1301 Avenue of the Americas, 40th Floor
     New York, New York 10019
     Tel: (212) 999-5800
     Fax: (212) 999-5899
     Attn: Selim Day, Esq.
           Adam Dinow, Esq.
     E-mail: sday@wsgr.com
             adinow@wsgr.com

KKR is represented in the deal by:

     Latham & Watkins LLP
     885 Third Avenue
     New York, NY 10022
     Tel: (212) 906-1200
     Fax: (212) 906-4864
     Attn: Gregory P. Rodgers, Esq.
     E-mail: greg.rodgers@lw.com

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

On June 17, 2009, Standard & Poor's affirmed its CCC+ issue-level
rating on the Company's Senior Unsecured debt and removed the
rating from CreditWatch.  In addition, the S&P B+ rating on the
Company's Secured debt was withdrawn at the Company's request
because the rating is not required for the Company's Amended and
Restated Credit Agreement.  Previously, on March 5, 2009, S&P had
lowered its Corporate Rating, Secured Rating and Senior Unsecured
Ratings on the Company from B to B-, BB- to B+ and B- to CCC+,
respectively, and removed the Corporate Rating from CreditWatch.
The ratings outlook remains negative.


EASTMAN KODAK: To Repurchase $575MM in 2033 Notes in Cash, at Par
-----------------------------------------------------------------
Eastman Kodak Company commenced on September 18, 2009, a tender
offer to purchase for cash up to $575 million aggregate principal
amount of its outstanding 3.375% Convertible Senior Notes due
2033.

The terms and conditions of the tender offer are set forth in the
offer to purchase, the letter of transmittal and other related
materials that will be distributed to holders of the 2033 Notes
and filed with the Securities and Exchange Commission.

Kodak is offering to purchase the 2033 Notes at a price equal to
100% of the principal amount of notes tendered, plus accrued and
unpaid interest thereon up to, but not including, the date of
purchase.  The tender offer is scheduled to expire at 5:00 p.m.,
New York City time, on Monday, October 19, 2009, unless the tender
offer is extended or terminated pursuant to the terms of the
tender offer.  Tendered 2033 Notes may be withdrawn at any time on
or prior to the expiration date of the tender offer.

Kodak expects to fund the purchase of the 2033 Notes tendered in
the tender offer with the proceeds from its sale of senior secured
notes and a private placement of its convertible notes.

Completion of the tender offer is subject to, among other things,
the successful completion of the private placement of Kodak's
convertible notes and of the sale of senior secured notes to an
entity formed by one or more investment funds, vehicles or
accounts managed or advised by Kohlberg Kravis Roberts & Co. L.P.
or one of its subsidiaries.

The tender offer is also subject to other customary conditions, as
described in the offer to purchase.  The tender offer is not
conditioned upon any minimum principal amount of 2033 Notes being
tendered.

Kodak held a presentation to potential investors on September 17,
2009.  Kodak was asked what price it intended to pay for the 2033
Notes tendered in the tender offer.  A Kodak representative
responded the Company intended to purchase the notes at par.

The dealer manager for the tender offer is Morgan Stanley & Co.
Incorporated.  The information agent for the tender offer is
Georgeson, Inc., and the depositary is The Bank of New York
Mellon.  Holders of the 2033 Notes who have questions or would
like additional copies of the tender offer documents may call the
information agent at 800-248-7605.  Banks and brokers may call
212-440-9800.

While Kodak's board of directors has approved the tender offer,
none of Kodak, its board of directors, the dealer manager, the
information agent or the depositary is making any recommendation
to any holder of 2033 Notes as to whether to tender or refrain
from tendering any 2033 Notes.  Kodak has not authorized any
person to make any recommendation with respect to the tender
offer.  Holders of the 2033 Notes must decide whether to tender
their 2033 Notes.  In doing so, holders of the 2033 Notes should
carefully evaluate all of the information in the offer to
purchase, the letter of transmittal, and other related materials
before making any decision with respect to the tender offer and
should consult their own investment and tax advisors.

A full-text copy of the Offer to Purchase, dated September 18 is
available at no charge at http://ResearchArchives.com/t/s?451d

A full-text copy of the Letter of Transmittal (including
Substitute Form W-9 and Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9), is available at no
charge at http://ResearchArchives.com/t/s?451e

A full-text copy of the Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, is available at no
charge at http://ResearchArchives.com/t/s?451f

A full-text copy of the Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other Nominees, is
available at no charge at http://ResearchArchives.com/t/s?451f

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

On June 17, 2009, Standard & Poor's affirmed its CCC+ issue-level
rating on the Company's Senior Unsecured debt and removed the
rating from CreditWatch.  In addition, the S&P B+ rating on the
Company's Secured debt was withdrawn at the Company's request
because the rating is not required for the Company's Amended and
Restated Credit Agreement.  Previously, on March 5, 2009, S&P had
lowered its Corporate Rating, Secured Rating and Senior Unsecured
Ratings on the Company from B to B-, BB- to B+ and B- to CCC+,
respectively, and removed the Corporate Rating from CreditWatch.
The ratings outlook remains negative.


EASTMAN KODAK: To Repurchase $575MM in 2033 Notes in Cash, at Par
-----------------------------------------------------------------
Sonic Automotive, Inc., filed with the Securities and Exchange
Commission a free writing prospectus in connection with its
concurrent offerings of:

     -- 9,000,000 Shares of Class A Common Stock, par value $0.01
        per share; and

     -- $150,000,000 principal amount of 5.00% Convertible Senior
        Notes due 2029

Sonic Automotive expects to raise roughly $231.3 million in net
proceeds from the Convertible Senior Notes Offering and the Class
A Common Stock Offering, after deducting the underwriting
discounts and commissions and before estimated offering expenses
payable by the Company, assuming no exercise of either the
underwriters' option to purchase up to 1,350,000 additional shares
of the Company's Class A common stock in the Class A Common Stock
Offering or the underwriters' option to purchase up to $22,500,000
principal amount of Convertible Senior Notes in the Convertible
Senior Notes Offering.

Among other things, pursuant to unsolicited reverse inquiries from
holders of the 4.25% Convertible Notes, the Company expects to
repurchase roughly $125 million of 4.25% Convertible Notes near
par shortly after the closing of the Class A Common Stock Offering
and the Convertible Senior Notes Offering.

J.P. Morgan Securities Inc.; and Merrill Lynch, Pierce, Fenner &
Smith Incorporated serve as Joint Book-Running Managers.  Wells
Fargo Securities; Moelis & Company; and Stephens, Inc., serve as
Co-Managers.

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4524

                       About Sonic Automotive

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) is one of the largest automotive retailers in the
United States.  As of June 30, 2009, it operated 154 dealership
franchises, representing 31 different brands of cars and light
trucks, at 131 locations and 30 collision repair centers in 15
states.  Its dealerships provide comprehensive services including
sales of both new and used cars and light trucks, sales of
replacement parts, performance of vehicle maintenance,
manufacturer warranty repairs, paint and collision repair
services, and arrangement of extended service contracts,
financing, insurance and other aftermarket products for customers.

As of June 30, 2009, the Company had $2,099,945,000 in total
assets, including $5,163,000 in cash and cash equivalents;
$1,135,323,000 in total current liabilities, $644,260,000 in long-
term debt, and $99,823,000 in other long-term liabilities;
resulting in $220,539,000 in stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded to Caa1 from B2 the Corporate
Family rating of Sonic Automotive Holdings, Inc., and upgraded the
probability of default rating to Caa1 from Caa3.  The outlook is
negative.

On September 18, 2009, the TCR said Standard & Poor's Ratings
placed its 'CCC+' corporate credit rating and related issue
ratings on Sonic Automotive 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 plan to raise new capital by selling shares of
common stock and convertible notes.


EASTMAN KODAK: Debt Upsizing Won't Affect Moody's 'B3' Rating
-------------------------------------------------------------
Moody's Investors Service said that Eastman Kodak's B3 corporate
family rating and negative rating outlook would not be affected by
the company's announcement that it plans to raise up to
$700 million in debt and use the proceeds to tender for existing
debt and general corporate purposes.  However, to the extent that
the company completes the proposed transaction, Moody's would
upgrade Kodak's speculative grade liquidity rating to SGL-1 from
SGL-2.

The last rating action on Eastman Kodak took place on February 10,
2009, when Moody's lowered the company's Corporate Family Rating
to B3 and assigned a negative outlook.

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services with
$8.1 billion of revenue for the twelve months ended June 30, 2009.


EMMIS COMMUNICATIONS: Fails to Meet Nasdaq Minimum Bid Price Rule
-----------------------------------------------------------------
The Nasdaq Stock Market on August 3, 2009, reinstated Marketplace
Rule 5450 (a)(1) requiring a minimum $1.00 closing bid price on
any Nasdaq listed security.  On September 15, 2009, Emmis
Communications Corporation received a letter from Nasdaq notifying
the Company that it no longer complies with the Minimum Bid Price
Rule, as the bid price of the Company's Class A Common Stock --
listed on the Nasdaq Global Select Market under the symbol "EMMS"
-- closed below the minimum $1.00 per share for the 30 consecutive
business days following the reinstatement of the Minimum Bid Price
Rule.

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has
180 calendar days, or until March 15, 2010, to regain compliance
with the Minimum Bid Price Rule.  During the 180 day period, the
Company's Class A Common Stock will continue to trade on the
Nasdaq Global Select Market.

If at any time before March 15, 2010, the bid price of the
Company's Class A Common Stock closes at $1.00 per share or more
for a minimum of 10 consecutive business days, Nasdaq will notify
the Company that it has achieved compliance with the Minimum Bid
Price Rule.  If the Company does not regain compliance with the
Minimum Bid Price Rule by March 15, 2010, Nasdaq will notify the
Company that its Class A Common Stock will be delisted from the
Nasdaq Global Select Market.  Nasdaq rules would then permit the
Company to appeal any delisting determination by the Nasdaq staff
to a Listing Qualifications Panel.

The Company intends to actively evaluate and monitor the bid price
for its Class A Common Stock between now and March 15, 2010, and
consider implementation of various options available to the
Company if its Class A Common Stock does not trade at a level that
is likely to regain compliance.

The Nasdaq deficiency letter does not affect the listing of the
Company's 6.25% Series A Cumulative Convertible Preferred Stock,
which will continue to trade on the Nasdaq Global Select Market
under the symbol "EMMSP.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

At May 31, 2009, the Company had $685,535,000 in total assets;
$517,859,000 in total liabilities and $140,459,000 in Series A
cumulative convertible preferred stock, resulting in $22,438,000
in shareholders' deficit.  At May 31, the Company reported
$49,655,000 in noncontrolling interests, resulting in $27,217,000
in total equity

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


EUGENE DRONG: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Eugene Joseph Drong
               Bobbi Jane Drong
               23325 471st Avenue
               Colman, SD 57017-6553

Bankruptcy Case No.: 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.

Debtors' Counsel: A. Thomas Pokela, Esq.
                  PO Box 2621
                  Sioux Falls, SD 57101-2621
                  Tel: (605) 338-6151
                  Email: thomaspokela@qwestoffice.net

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
$1,875,878, and total debts of $2,185,135.

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/sdb09-40703.pdf

The petition was signed by the Joint Debtors.


EVEREST HOLDINGS: Meeting of Creditors Scheduled for October 7
--------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Everest Holdings, LLC, and its debtor-affiliates' Chapter 11
cases on Oct. 7, 2009, at 9:30 a.m.  The meeting will be held at
The Denver Place Building, 999 18th St., 2nd Floor, South Tower,
Suite 215, Denver, Colorado.

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

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

The Landmark -- http://www.visitthelandmark.com/-- is Denver's
premier luxury, residential, retail and entertainment development
and is located in Greenwood Village. The project includes two
high-rise residential towers, The Landmark and The Meridian, with
135 and 141 luxury condominium homes, respectively. The project's
retail development, The Village Shops at The Landmark, features
185,000 square-feet of high-end retail space, including two major
entertainment venues. The Landmark was developed by Everest
Development Company and is owned by 7677 E. Berry Avenue
Associates, LP, a single purpose entity whose General Partner, EDC
Denver I, LLC, is owned and managed by Zack Davidson, the
President and CEO of Everest Development Company.

Everest Holdings, LLC, EDC Denver I, LLC, and 7677 E. Berry Avenue
Associates, L.P. (7677), the entity that owns The Landmark and The
Meridian residential condominium towers, and The Village Shops
retail project, filed for Chapter 11 protection on August 30, 2009
(Bankr. D. Col. Lead Case No. 09-27906).  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck LLP, represent the Debtors in their restructuring efforts.
Everest Holdings listed assets between $100 million and
$500 million, and debt between $50 million and $100 million in its
petition.


EXIDE TECH: Court Extends Claims Objection Deadline to Oct. 31
--------------------------------------------------------------
Reorganized Exide Technologies Inc. obtained from the Bankruptcy
Court an extension through October 31, 2009, of the time within
which it may object to certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.

To date, Ms. Jones adds, the Reorganized Debtors have filed more
than 50 claims and consensually resolved numerous other claims.
Through the efforts of the Reorganized Debtors', the Post-
confirmation Committee of Unsecured Creditors and each of their
professionals, approximately 6,049 Claims have been reviewed,
reconciled and resolved, reducing the total amount of outstanding
Claims by more than $3,400,000,000.  Furthermore, the Reorganized
Debtor has completed 19 quarterly distributions to creditors
under the Joint Plan, consisting of distributions on
approximately 2,599 claims for approximately $1,670,000,000, Ms.
Jones says.

Since April of 2009, the Reorganized Debtor has not made any
omnibus claims objection, but has made considerable
advancements with respect to the remaining, more complex claims.
Despite this substantial progress, the Reorganized Debtor
requires additional time to review and resolve the approximately
78 remaining claims, Ms. Jones explains.

The amount of remaining Claims consists of those Claims that have
not been paid, allowed, objected to or identified as a Claim that
will be objected to.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, she
says.

The Reorganized Debtor asks the Court that the requested
extension be without prejudice to its right to seek further
extensions of the time within which to object to claims.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to object to Claims has been automatically extended
through and including September 9, 2009, when the Court holds a
hearing to consider the merits of the Debtor's request.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for Chapter 11
protection on April 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

As of March 31, 2009, Exide Technologies disclosed total assets of
$906,558,000, total liabilities of $801,705,000, and total
stockholders' equity of $104,854,000.

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

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


FAIRPOINT COMM: Bank Debt Trades at 21.4% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 78.58 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.19
percentage points from the previous week, The Journal relates The
loan matures on March 31, 2015.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Caa1 rating and Standard & Poor's CC rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- owns and
operates local exchange companies in 18 states offering advanced
communications with a personal touch, including local and long
distance voice, data, Internet, television, and broadband
services.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

As reported by Troubled Company Reporter on Aug. 5, 2009, Standard
& Poor's Ratings Services said it reassigned a 'CC' corporate
credit rating, with a negative outlook to FairPoint, from the
previous 'SD'.  S&P also raised the rating to 'C' from 'D' on the
approximate $90 million of aggregate principal amount remaining on
the company's unsecured notes that did not participate in its
exchange offer.  The recovery rating on the notes is '6',
representing negligible (0%-10%) recovery prospects in the event
of a payment default.  S&P also removed the 'CC' secured bank loan
rating from CreditWatch, where it had been placed with negative
implications on June 25, 2009, following the company's announced
note exchange.  The loan has a '3' recovery rating, representing
meaningful (50%-80%) recovery prospects in the event of a payment
default.


FARHALLA MASHALI: Trustee Has $24,000 Bid for Porche & Lexus
------------------------------------------------------------
Joseph H. Baldiga, the Chapter 11 Trustee overseeing the
liquidation of the Bankruptcy Estate of Fathalla M. Mashali, d/b/a
New England Medical Care Ins. d/b/a NEMCARE, is selling the
Debtor's motor vehicle assets, including a 2004 Porsche Cayenne
Sport Utility and a 2000 Lexus LX 470 Sport Utility.

Subject to any higher and better offers, and approval at a
sale hearing on Oct. 13, 2009, at 10:15 a.m. in Boston, Mass.,
the Trustee has received offer of $24,000 plus a waiver of any
claim in the vehicles or proceeds from sale.  Counteroffers of at
least $25,200 must be filed with the Bankruptcy Court and served
on the Chapter 11 Trustee so as to be received no later than
September 30, 2009 at 4:30 p.m.  The Trustee will evaluate any
counteroffers to determine whether they exceed value of current
offer (i.e., cash payment plus claim waiver).  Call Christine E.
Devine for details at (508) 898-1501.

Farhalla M. Mashali dba New England Medical Care Ins. dba NEMCare
sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
08-19606) on Dec. 16, 2008.  A copy of the Chapter 11 petition is
available at http://bankrupt.com/misc/mab08-19606.pdfat no
charge.


FELCOR LODGING: Moody's Corrects Ratings, Assigns 'B2' Ratings
--------------------------------------------------------------
Moody's Investors Service has corrected the release "Moody's also
downgraded the ratings of FelCor's outstanding senior unsecured
notes to Caa1 from B2, as well as the ratings of its preferred
stock to Caa3 from Caa2".

Moody's Investors Service has assigned a rating of B2 to FelCor's
proposed senior secured notes, now being issued, and downgraded
FelCor's corporate family rating to B3 from B2.  Moody's also
downgraded the ratings of FelCor's outstanding senior unsecured
notes to Caa1 from B2, as well as the ratings of its preferred
stock to Caa3 from Caa2.  The rating outlook remains negative.

According to Moody's, this rating action is based on FelCor's
announcement that it has commenced a tender offer to purchase all
outstanding senior unsecured notes at par value, with proceeds
from the proposed senior secured note offering.  This rating
action also reflects management's decision to change the REIT's
capital structure to a primarily secured debt financing strategy
with high leverage, and a mostly encumbered portfolio.  The REIT
also has limited liquidity, with no line of credit and material
debt maturities in 2010 and 2010, even after closing the senior
secured notes issuance.  Moody's also took into consideration
continued weakening in the performance of the lodging sector.

Pursuant to the indenture governing the proposed senior secured
notes, FelCor will issue approximately $565 million of securities
due 2014.  The notes will be collateralized by mortgage interests
in the majority of 14 previously unencumbered hotels, as well as
the residual interest in all other assets of FelCor.  The notes
will also be subject to leverage and coverage covenants, as well
as other customary provisions.  The proposed notes will be held in
escrow subject to the satisfactory completion of the tender offer
(unless the tender offer is completed prior to the closing of this
offering).  In connection with the tender offer, FelCor is
soliciting consents of holders of the senior unsecured notes to a
proposed amendment that will eliminate substantially all of the
restrictive covenants under the indenture.

FelCor's performance in the second quarter of 2009 continued to be
negatively impacted by the broad economic recession and
specifically the sharp contraction in lodging demand leading the
REIT to revise its full-year 2009 RevPAR guidance down 3%, as
compared to its projections in the first quarter of 2009.  The
REIT anticipates extending or refinancing its upcoming mortgage
maturities, possibly by adding incremental collateral.  Also,
FelCor had $118.5 million of cash available at June 30, 2009, and
its operations are cash-flow positive after capex, a plus.

The negative rating outlook continues to reflect Moody's
expectation of further pressure on the REIT's earnings and,
consequently, debt protection measures, in line with the broader
market conditions in the hospitality industry.

The rating outlook would likely return to stable upon repayment of
all dividends in arrears, sustained adequate liquidity, and fixed
charge over 1.5X and net debt/EBITDA below 8X, both sustained for
several quarters.

Downward rating movement would likely occur should FelCor
encounter any additional liquidity challenges including covenant
breaches, or if its fixed charge coverage declines to below 1.3X
or net debt/EBITDA increases to above 9.0X.

These ratings were assigned, with a negative outlook:

* FelCor Lodging Limited Partnership -- senior secured debt at B2

These ratings were downgraded, with a negative outlook:

* FelCor Lodging Trust, Inc. -- preferred stock to Caa3, from
  Caa2; preferred stock shelf to (P) Caa3, from (P) Caa2.

* FelCor Lodging Limited Partnership -- corporate family rating to
  B3 from B2, senior unsecured debt to Caa1, from B2, senior
  unsecured debt shelf to (P) Caa1, from (P) B2, subordinate shelf
  to (P) Caa3, from (P) Caa2.

Moody's last rating action with respect to FelCor was on April 3,
2009, when Moody's downgraded the ratings of FelCor Lodging Trust
and FelCor Lodging Limited Partnership (senior debt to B2 from B1)
with a negative outlook.

FelCor Lodging Trust, Inc., headquartered in Irving, Texas, USA,
is a REIT that specializes in the ownership and management of
upper-upscale and all-suite hotels.  FelCor's portfolio
encompasses 85 consolidated hotels and resorts located in 23
states and Canada.  The REIT reported assets of $2.6 billion and
total shareholders equity of $0.8 billion as of June 30, 2008.


FELCOR LODGING: S&P Assigns 'B-' Rating on $565 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said they assigned issue-level
and recovery ratings to Irving, Texas-based FelCor Lodging Trust
Inc.'s proposed $565 million senior secured notes due 2014.  S&P
rated the proposed notes 'B-' (at the same level as the 'B-'
corporate credit rating on the company) with a recovery rating of
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery for noteholders in the event of a payment default.

At the same time, S&P revised its recovery rating on the existing
senior secured notes due 2011 to '3' indicating S&P's expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default from '2'.  The issue-level rating was lowered to
'B-' (the same level as the 'B-' corporate credit rating) from
'B'.

"The revised recovery rating reflects a more severe decline in
property-level cash flow than S&P previously assumed and the
notes' security package taking into consideration that nine hotels
were pledged to the company's $200 million term loan, which closed
in June 2009," said Standard & Poor's credit analyst Liz
Fairbanks.

The 'B-' corporate credit rating on FelCor, along with all
outstanding issue-level ratings on the company's debt, remain on
CreditWatch, where they were placed with negative implications
March 27, 2009.

If the proposed notes close as proposed, S&P expects to affirm the
corporate credit rating and the 'C' issue-level rating on FelCor
Lodging Trust's preferred stock and remove these ratings from
CreditWatch.  S&P will withdraw its ratings on FelCor Lodging
L.P.'s existing senior secured notes upon successful completion of
the tender offers that was announced this morning.  If the
proposed notes transaction does not close, S&P would likely lower
the 'B-' corporate credit rating.


FORUM HEALTH: Can Use Cash Collateral Through Oct. 20
-----------------------------------------------------
George Nelson at Business Journal reports that the Hon. Kay Woods
of the U.S. Bankruptcy Court for the Northern District of Ohio has
approved a five-week extension of Forum Health's ability to
utilize cash collateral through October 20.

According to Business Journal, a hearing on lenders' request for a
Chapter 11 trustee is also set for October 20.

Business Journal states that Forum Health and its major lenders
and bondholders were continuing talks that could eventually lead
to the sale or closing of Northside Medical Center.

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.


FRANKLIN BANK: Residential Credit Solutions Wins FDIC Auction
-------------------------------------------------------------
The Federal Deposit Insurance Corporation said September 16 that
it has signed a bid confirmation letter with Residential Credit
Solutions, the winning bidder in a pilot sale of receivership
assets that the FDIC is conducting to test the funding mechanism
for the Legacy Loans Program.

The pilot sale was conducted on a competitive bid basis, and final
bids were received on Monday, August 31, 2009.  A total of 12
consortiums bid to purchase an ownership interest in a limited
liability company, to which the FDIC will convey a portfolio of
residential mortgage loans with an unpaid principal balance of
approximately $1.3 billion owned by the FDIC as Receiver of
Franklin Bank, SSB, Houston, Texas.  The pilot sale involves
financing offered by the receivership to the LLC using an
amortizing note guaranteed by the FDIC.  Bidders for the pilot
sale were given the chance to bid two different leverage options,
6-to-1 or 4-1, or to submit a cash bid for a 20 percent ownership
interest.

The bid received from RCS for the financed sale of assets to the
LLC using 6-to-1 leverage was determined to be the offer that
would result in the greatest return for the receivership of all
competing bids.  RCS will pay a total of $64,215,000 in cash for a
50 percent equity stake in the LLC, and the LLC will issue a note
of $727,770,000 to the FDIC as Receiver.  The note will be
guaranteed by FDIC in its corporate capacity.  Based on the FDIC's
analysis and assumptions, the present value of this bid equals
70.63 percent of the outstanding principal balance of this
portfolio.  The FDIC received various other bids that were very
competitive.  The FDIC anticipates selling the note at a future
date.  After the closing, which is expected to occur later this
month, RCS will manage the portfolio and service the loans under
the Home Affordable Modification Program guidelines.

The LLP is part of the Public-Private Investment Program announced
in March by the Secretary of the Treasury, the Federal Reserve,
and the FDIC, and is being developed to help banks remove troubled
loans and other assets from their balance sheets so that banks can
raise new capital and be better positioned to provide lending to
further the recovery of the U.S. economy.  The FDIC conducted the
pilot sale to test this funding mechanism as part of the
development of the LLP.  The FDIC will analyze the results of this
test sale to determine whether the LLP can be used to remove
troubled assets from the balance sheets of open banks, and in turn
spur lending to further support the credit needs of the economy.

Further details about the sale will be published after the closing
later this month.

                        About Franklin Bank

Franklin Bank, S.S.B., Houston, Texas, was closed November 7,
2208, by the Texas Department of Savings and Mortgage Lending, and
the Federal Deposit Insurance Corporation was named receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Prosperity Bank, El Campo, Texas, to
assume all of the deposits, including those that exceeded the
insurance limit, of Franklin Bank.

As of September 30, 2008, Franklin Bank had total assets of $5.1
billion and total deposits of $3.7 billion. Prosperity Bank agreed
to assume all the deposits, including the brokered deposits, for a
premium of 1.7 percent.  In addition to assuming all of the failed
bank's deposits, Prosperity Bank will purchase approximately $850
million of assets.  The FDIC said it will retain the remaining
assets for later disposition.


FREDDIE MAC: Additional Pay for Koskinen and Glauber Approved
-------------------------------------------------------------
The Board of Directors of Federal Home Loan Mortgage Corporation
on September 3, 2009, and the Federal Housing Finance Agency, the
company's Conservator, on September 14, 2009, approved additional
compensation for John A. Koskinen and Robert R. Glauber for their
service as Freddie Mac's Interim Chief Executive Officer and
Interim Non-Executive Chairman, respectively, from March 2009
until August 2009.

During the period of their service in these interim positions,
Messrs. Koskinen and Glauber continued to be compensated at the
rate established for their original positions of Non-Executive
Chairman and Board member, respectively.

The additional compensation is:

     (i) Mr. Koskinen will receive an additional $250,685 for his
         service as Interim Chief Executive Officer, based on a
         pro rata application of the $900,000 base salary
         established for our Chief Executive Officer, less the
         amount of compensation otherwise paid to him for this
         period.

    (ii) Mr. Glauber will receive an additional $49,315 for his
         service as Interim Non-Executive Chairman, based on a pro
         rata application of the $290,000 annual retainer
         established for Freddie Mac's Non-Executive Chairman,
         less the amount of compensation otherwise paid to him for
         this period.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREEDOM COMM: Wants to Hire Broker to Pursue Sale of Publications
-----------------------------------------------------------------
EastValleyTribune.com reports that Freedom Communications Holdings
Inc. has asked the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to let it hire a broker in
order to pursue the possible sale of the Tribune and its several
other Valley publications.

EastValleyTribune.com quoted Tribune Publisher Julie Moreno as
saying, "This filing [request for broker] has no impact on our
day-to-day operations.  The Tribune and the other Phoenix-area
properties will continue to serve their communities and
advertisers.  We have for some time been exploring all strategic
options for our Phoenix-area properties and this is a continuation
of that effort."

Freedom Communications said that it expects to emerge from
bankruptcy within six months, according to EastValleyTribune.com.


FRONTIER COMMUNICATIONS: Moody's Assigns 'Ba2' Rating on Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Frontier
Communications Company's proposed $450 million senior unsecured
notes to be issued under its shelf registration, and placed the
rating under review for upgrade.  The company is likely to use the
proceeds from the notes issuance largely to prefund near-term debt
maturities.  Frontier's ratings, including the Ba2 corporate
family rating, remain on review for possible upgrade pending the
completion of the planned merger with a company to be spun out of
Verizon Communications' northern and western operations (VZ-
Spinco) in a reverse Morris Trust transaction.  Frontier's SGL1
short term liquidity assessment remains unchanged.

Ratings actions include these:

* $450 million new Senior Unsecured notes -- Assigned Ba2 (LGD4-
  56%), placed under review for possible upgrade.

Moody's review of Frontier's ratings is focused on the final
capital structure of the combined entity following the merger, the
substantial challenge Frontier faces in integrating a company more
than twice its size, the regulatory framework and conditions
placed on the merger, and most importantly, progress in the
operating systems transition.  Moody's will also assess
management's commitment and ability to maintain an investment
grade credit profile for the combined company in light of the
intense competitive challenges confronting the sector and the
resulting pressures to achieve the targeted cost savings.

Frontier's current Ba2 CFR reflects the company's relatively high
debt levels for a wireline telecommunications company and the
continuing downward pressure on its revenue and cash flow.
Alternatively, the ratings and the outlook benefit from the
stability of the Company's operations, and management's stated
commitment to devote free cash flow to debt repayment and drive
total debt-to-EBITDA leverage below 3.5x.  Moody's recognizes that
absent a transforming event, such as the acquisition of the VZ-
Spinco properties, management is more likely to drive leverage to
the high 3.0x levels, which is at the high end for a Ba2 wireline
telecom issuer.

Moody's most recent rating action for Frontier was on May 13,
2009.  At that time Moody's placed the Company's ratings on review
for possible upgrade following the announcement of the VZ-Spinco
transaction.

Frontier Communications (formerly Citizens Communications) is an
RLEC providing wireline telecommunications services to
approximately 2.3 million access lines in primarily rural areas
and small- and medium-sized cities.  The company is headquartered
in Stamford, CT.


FRONTIER COMMUNICATIONS: Fitch Puts 'BB' Rating on $450 Mil. Debt
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Frontier
Communications Corporation's proposed offering of $450 million of
senior unsecured debt due 2018.  Frontier's Issuer Default Rating
is 'BB', and its ratings were placed on Rating Watch Positive
owing to its proposed transaction with Verizon Communications Inc.
on May 13, 2009.

Frontier plans to the use the proceeds from the proposed offering
and existing cash to tender for up to $700 million of debt.  The
tender will be prioritized, and debt subject to the tender
includes any or all of its approximately $641 million of 9.25%
senior unsecured notes maturing in 2011, as well as a portion of
its $700 million of senior unsecured 6.25% notes maturing in 2013.
The acceptance of the 2013 notes tendered and not withdrawn is
conditioned upon the tender of any and all 2011 notes tendered and
not withdrawn.

Frontier's 'BB' rating reflects its strong operating margins and
access to ample liquidity.  Its core rural telecommunications
operations are facing a slow but relatively stable state of
decline due to continued pressure of competition and the
recessionary economy.  The company has been mitigating the effect
of access line losses to cable operators and wireless providers
through the marketing of additional services, including high-speed
data, and through cost controls.

Fitch anticipates that Frontier's gross debt to EBITDA at year end
2009 will be in the 4.0 times to 4.2x range, slightly higher than
the 3.9x recorded at year end 2008, due to pressure on EBITDA
arising from recessionary and competitive induced effects, as well
as higher non-cash pension expenses, severance costs and costs
related to the acquisition.  Gross leverage on June 30, 2009 was
approximately 4.3x on a last 12-month basis, as only $308 million
of the proceeds from its $600 million April 2009 debt offering had
been used to reduce debt in the second quarter.  Cash remaining
from the April offering is expected to be deployed in the proposed
tender offer.

In the Verizon transaction, Frontier will merge with a separate
company formed by certain Verizon local exchange assets in 14
states (consisting of approximately 4.5 million access lines) in a
tax-free transaction to create a large local exchange company.
The transaction remains subject to regulatory and shareholder
approvals.

As a result of the potential positive effects of the Verizon
transaction on Frontier's credit profile, Fitch placed the
company's 'BB' IDR and other ratings on Rating Watch Positive.
The company to be merged into Frontier will be moderately levered,
and on a 2008 pro forma basis, the post-merger company would have
had leverage of 2.6x, based on net debt of $8 billion and EBITDA,
excluding $500 million in anticipated synergies, of $3.1 billion.
Following the close of the transaction, Frontier will reduce is
per share dividend to $0.75 from $1 to improve financial
flexibility.

The close of the transaction is expected in the second quarter of
2010.  Year end 2010 credit metrics are expected to significantly
improve from Frontier's current levels, and its leverage metric is
expected be in the 'BBB-' range (less than 3.0x).  However, an
upgrade may initially be limited to one notch due to the ever-
present integration risks in large telecom transactions and lower
near-term financial flexibility as the company incurs integration
costs, invests to expand broadband availability and only begins to
realize synergies.  Due to the latter factors, Fitch believes
Frontier's immediate post-close dividend payout will exceed the
55% payout (of pre-dividend free cash flows) Fitch views as the
threshold for a rural local exchange carrier to remain investment
grade.  Fitch currently believes there could be additional
positive rating momentum once the integration costs and broadband
expansion spending are largely behind the company and material
progress on achieving synergies occurs.

Frontier's ample liquidity is derived from its cash balances, free
cash flow, and its revolving credit facility.  On June 30, 2009,
Frontier had $454 million in cash and for the LTM ending June 30,
2009, free cash flow was approximately $144 million.  Fitch
believes 2009 free cash flow could be within the range of the
$133 million generated in 2008, based on the net effect of lower
capital spending and higher cash taxes.  Frontier's expectations
for 2009 capital spending range from $250 million to $270 million,
down from approximately $275 million in 2008; the company expects
cash taxes to range from $90 million to $100 million in 2009, up
from $79 million in 2008.

In addition to its cash balances and free cash flow, liquidity is
provided by an undrawn $250 million five-year credit facility,
which expires May 2012.  The facility will be available for
general corporate purposes but may not be used to fund dividend
payments.  As of June 30, 2009, Frontier had approximately
$1.9 million in debt maturing in the last six months of 2009,
$7.2 million due in 2010 and approximately $870 million in 2011.


FRONTIER COMMUNICATIONS: S&P Puts 'BB' Rating on $450 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB' issue-
level rating to Stamford, Connecticut-based Frontier
Communications Corp.'s proposed $450 million of senior unsecured
notes due 2018, to be drawn from the company's shelf registration.
Net proceeds, coupled with cash on hand, will be used to finance a
cash tender offer to repurchase up to $700 million of existing
debt, including maturities in 2011 and 2013.  S&P also assigned a
'3' recovery rating to the notes, which indicates expectations for
meaningful (50% to 70%) recovery in the event of payment default.

At the same time, S&P affirmed all other ratings on Frontier,
including the 'BB' corporate credit rating.  The outlook is
stable.  The new notes will provide the company with a degree of
financial flexibility, allowing it to extend maturities.  However,
S&P remains concerned about the company's access-line losses,
which totaled 6.5% in the second quarter of 2009, as well as the
integration of the acquired Verizon properties longer term.

"Wireless substitution and cable telephony competition continue to
pressure Frontier's existing customer base," said Standard &
Poor's credit analyst Allyn Arden.  Standard & Poor's believes the
company will face further significant competition as cable
operators keep deploying less expensive Internet protocol
telephony service in rural markets.  Frontier's overlap with cable
telephone service is about 68% currently.

"Additionally," said Mr.  Arden, "many consumers, especially in a
weak economy, are eliminating wireline service altogether."
Despite the company's promotional efforts to retain customers and
some noticeable improvement in operating performance during the
June 2009 quarter, S&P believes that access-line trends will
remain under pressure in the foreseeable future.


FRONTIER COMMUNICATIONS: To Buy Back 6.25% Notes at Discount
------------------------------------------------------------
Frontier Communications Corporation commenced a tender offer to
purchase for up to $700 million in cash its 9.250% Senior Notes
due 2011 and its 6.250% Senior Notes due 2013.  The tender offer
is being made pursuant to an Offer to Purchase dated September 17,
2009 and a related Letter of Transmittal.

Upon the terms and subject to the conditions described in the
Offer to Purchase and the Letter of Transmittal, Frontier is
offering to purchase for cash any and all of its 2011 Notes and as
many 2013 Notes as can be purchased for aggregate consideration
equal to the lesser of $250 million and the difference between the
Maximum Payment Amount and the aggregate consideration used to
purchase all validly tendered 2011 Notes.  Frontier reserves the
right to increase the Maximum Payment Amount or the 2013 Notes
Sublimit subject to compliance with applicable law.  Tenders of
the Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on September 30, 2009, but may not be withdrawn
thereafter.  The Tender Offer will expire at 9:00 a.m., New York
City time, on October 16, 2009, unless extended or earlier
terminated.

Each $1,000 principal amount of Notes of each series validly
tendered and accepted for purchase pursuant to the Tender Offer
will receive the applicable Tender Offer Consideration.  Holders
of Notes that are validly tendered at or prior to 5:00 p.m. on
September 30, 2009, and accepted for purchase will receive the
applicable Tender Offer Consideration plus an Early Tender
Premium.  Holders of Notes tendered after the Early Tender Date
but at or prior to the Expiration Date and accepted for purchase
will receive the applicable Tender Offer Consideration, but not
the Early Tender Premium.

                            Principal      Tender               Total
                               Amount       Offer    Early   Consider
   Title of               Outstanding    Consider   Tender     -ation
   Security            as of 09/17/09      -ation  Premium    Premium
   --------            --------------    --------  -------   --------
   9.250% Senior Notes   $640,512,000   $1,062.50   $30.00  $1,092.50
   due 2011
   CUSIP -- 17453BAB

   6.250% Senior Notes   $700,000,000     $970.00   $30.00  $1,000.00
   due 2013
   CUSIP -- 17453BAP

Frontier's obligation to accept for purchase and to pay for the
Notes in the Tender Offer is subject to the satisfaction or waiver
of a number of conditions, including the completion of Frontier's
concurrent note offering of not less than $450 million in
aggregate principal amount of unsecured senior debt securities
that closes no later than the Expiration Date.  If 2013 Notes are
tendered in an amount in excess of the Maximum Payment Amount less
the aggregate purchase price for all 2011 Notes accepted for
purchase or the 2013 Notes Sublimit, then the amount of 2013 Notes
purchased will be prorated.

The "Initial Payment Date" will occur promptly after Frontier
accepts for purchase all 2011 Notes validly tendered at or prior
to the Early Tender Date -- Initial Acceptance Date.  Provided
that the Financing Condition is satisfied or waived on or prior to
the business day immediately following the Early Tender Date,
Frontier anticipates that the Initial Acceptance Date will occur
promptly following the Early Tender Date.  Otherwise, Frontier
expects that the Initial Acceptance Date will be the same as the
Final Acceptance Date.  The "Final Payment Date" will occur
promptly after Frontier accepts for purchase both (a) all 2011
Notes validly tendered after the Early Tender Date (but at or
prior to the Expiration Date) and (b) subject to the limits
described, all 2013 Notes validly tendered at or prior to the
Expiration Date -- Final Acceptance Date.  Frontier anticipates
that the Final Acceptance Date will occur promptly following the
Expiration Date.

In addition to the applicable Tender Offer Consideration or Total
Consideration, as the case may be, all Holders of Notes accepted
for purchase will also receive accrued and unpaid interest on
those Notes from the last interest payment date to, but not
including, the Initial Payment Date or the Final Payment Date, as
the case may be.

None of Frontier, Frontier's board of directors, the dealer
managers, the depositary and the information agent makes any
recommendation in connection with the Tender Offer. Holders must
make their own decisions as to whether to tender their Notes, and,
if so, the principal amount of Notes to tender.

Frontier has retained Credit Suisse Securities (USA) LLC to serve
as Coordinating Dealer Manager for the Tender Offer and Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc. to serve as
Co-Dealer Managers.  Frontier has retained MacKenzie Partners,
Inc., to serve as the depositary and information agent.

For additional information regarding the terms of the Tender
Offer, please contact Credit Suisse at (800) 820-1653 (toll free)
or (212) 538-1862 (collect).  Requests for documents and questions
regarding the tender of the Notes may be directed to MacKenzie
Partners, Inc., at (800) 322-2885 (toll free) or (212) 929-5500
(collect).

Frontier, headquartered in Stamford, Connecticut, is the fifth
largest wireline telecommunications company in the U.S., serving
more than 7 million access lines in primarily rural areas and
small- and medium-sized cities.


GATEHOUSE MEDIA: Moody's Cuts Corporate Family Rating to 'Ca'
-------------------------------------------------------------
Moody's Investors Service downgraded GateHouse Media Operating,
Inc.'s Corporate Family rating to Ca from Caa1 and its Probability
of Default rating to Ca from Caa2, reflecting Moody's view of very
high default risk and weakened recovery prospects for debtholders
in an event of default scenario which is exacerbated by lingering
adverse current market conditions.

Details of the rating actions are:

Ratings downgraded:

* Senior secured revolving credit facility -- to Ca, LGD4, 57%
  from Caa1 LGD3, 34%

* Senior secured term loan B -- to Ca, LGD4, 57% from Caa1, LGD3,
  34%

* Senior secured term loan C -- to Ca, LGD4, 57% from Caa1 LGD3,
  34%

* Senior secured delayed draw term loan -- to Ca, LGD4, 57% from
  Caa1 LGD3, 34%

* Corporate Family rating -- to Ca from Caa1

* Probability of Default rating -- to Ca from Caa2

The rating outlook remains negative.

Moody's views the company's over-leveraged capital structure to be
unsustainable.  This, in conjunction with a weak forward liquidity
profile and continued adversity in operating and financial market
conditions, renders increasingly likely the prospect of a near-to-
intermediate term comprehensive balance sheet restructuring.

Moody's recognizes the success of GateHouse's ongoing initiatives
to cut costs, as well as the willingness of certain lenders to
support efforts to manage near-term liquidity.  Nonetheless,
Moody's consider that management may conclude that more
fundamental measures, including a distressed exchange or pre-
packaged bankruptcy filing, may represent the optimal solution to
provide longer term liquidity relief while addressing the
company's untenable capital structure.

According to Moody's estimates, GateHouse is likely to incur free
cash flow losses over the intermediate term, challenging its
ability to fund scheduled debt service requirements beyond 2010,
absent further lender relief.  Moody's consider that there are
currently limited opportunities for GateHouse to raise cash
equity, while currently-weak investor appetite for newspaper
publishing assets likely precludes meaningful opportunities to
generate cash through asset sales on acceptable terms and
conditions.

The last rating action occurred on July 28, 2008, when Moody's
lowered GateHouse's Corporate Family rating to Caa1.

Headquartered in Fairport, New York, GateHouse Media Operating,
Inc., is a leading US publisher of local newspapers and related
publications.  The company reported sales of approximately
$621 million for the LTM period ended June 30, 2009.


GENERAL GROWTH: Applies to Employ Deloitte Tax
----------------------------------------------
General Growth Properties Inc. and its affiliates sought and
obtained the Court's authority to employ, nunc pro tunc to
April 16, 2009, Deloitte Tax LLP as tax services provider and
consultant.

The retention of Deloitte Tax will be based on the terms and
conditions expressed in the 2008 Tax Return Preparation and
Review Letter, the 2009 Tax Advisory Services Letter, and the
Bankruptcy Tax Consulting Services Letter.

As provided for in engagement letters between the Debtors and
Deloitte, Deloitte has agreed to provide bankruptcy tax
consulting services, tax compliance services, and tax advisory
services.

The Tax Return Preparation and Review Services include:

  (a) Preparation of 2008 federal and state income tax returns
      for certain GGP entities to the 2008 Tax Return
      Preparation and Review Letter and filing of extension
      requests as determined to be necessary;

  (b) Computation of 2009 quarterly estimated taxes and
      preparation of quarterly federal and state estimated
      income tax payment vouchers as needed;

  (c) Review of 2008 federal and state income tax returns for
      certain GGP entities to the Tax Preparation and Review
      Letter; and

  (d) Electronic Return filing assistance as is set forth in the
      2008 Tax Return Preparation and Review Letter.

The Tax Advisory Services include:

  (a) Provision of advisory services for federal, foreign, state
      and local tax matters as requested; and

  (b) Advisory services contemplated in the 2009 Tax Advisory
      Services Letter, which may include oral and written
      opinions, consulting, recommendations and other
      communications rendered in response to specific tax
      questions.

The Bankruptcy Tax Consulting Services include:

  (a) Advise the Debtors regarding the tax consequences of their
      Restructuring through the bankruptcy process, including
      the tax work plan;

  (b) Advise the Debtors on the cancellation of debt income for
      tax purposes under Section 108 of the Internal Revenue
      Code;

  (c) Advise the Debtors on post-bankruptcy tax attributes
      available under the applicable tax regulations and the
      absorption of those attributes based on the Debtors'
      operating projections; including a technical analysis of
      the effects of Treasury Regulation Section 1.1502-28 and
      the interplay with IRC Sections 108 and 1017; and
      assisting the Debtors with their preparation of tax basis
      balance sheets;

  (d) Advise the Debtors on the potential effect of the
      Alternative Minimum Tax in various post-emergence
      scenarios;

  (e) Advise the Debtors on the effects of tax rules under IRC
      Sections 382(l)(5) and 382(l)(6) pertaining to the
      post-bankruptcy net operating loss carryovers and
      limitations on their utilization and the Debtors' ability
      to qualify for IRC section 382(l)(5);

  (f) Advise the Debtors on Net Built-in Gain or Loss position
      at the time of "ownership change", including limitations
      on utilization of tax losses generated from post
      bankruptcy asset or stock sales;

  (g) Advise the Debtors in their work with their counsel and
      financial advisors and with Committee counsel, on the cash
      tax effects of restructuring and bankruptcy and the post
      restructuring tax profile, including a tax projection
      reflecting the tax impact of the Debtors' plan of
      reorganization in this case;

  (h) Advise the Debtors as to the proper treatment of
      postpetition interest for federal and state income tax
      purposes;

  (i) Advise the Debtors as to the proper federal and state
      income tax treatment of prepetition and postpetition
      reorganization costs including restructuring-related
      professional fees and other costs, the categorization and
      analysis of those costs, and the related technical
      positions;

  (j) Advise the Debtors as they undertake to analyze and model
      the effects of liquidating, merging or converting entities
      as part of the restructuring, including the effects on
      federal and state tax attributes, state incentives,
      appointment, and other tax planning;

  (k) Advise the Debtors in their effort to identify tax issues
      and planning related to the restructuring of the worldwide
      group of which the Debtors are a part;

  (l) Advise the Debtors on state income tax treatment and
      planning for bankruptcy provisions in various
      jurisdictions including cancellation of indebtedness
      calculation, adjustments to attributes and tax basis and
      limitations on attribute utilization;

  (m) Advise the Debtors on responding to tax notices and audits
      from various taxing authorities;

  (n) Advise the Debtors on procedures for tax refunds from tax
      authorities and assistance with attaining tax refunds;

  (o) Advise the Debtors on income tax return reporting of
      bankruptcy issues and related matters;

  (p) Advise the Debtors as the Debtors undertake to review and
      analyze the tax treatment of items adjusted for accounting
      principles generally accepted in the United States as a
      result of "fresh start" accounting as required for the
      emergence date of the U.S. financial statements to
      identify the appropriate tax treatment of adjustments to
      equity; and other tax basis adjustments to assets and
      liabilities recorded;

  (q) Document as appropriate, the tax analysis, recommendation,
      observations, and development of opinions and other
      correspondence to the Debtors for any proposed
      restructuring alternative tax issue or other tax matters;

  (r) Advise the Debtors regarding other federal or state income
      tax questions that may arise in the course of the
      engagement, as requested by the Debtors, and as may be
      agreed to by Deloitte Tax;

  (s) Advise the Debtors to identify tax issues and planning
      opportunities related to debt restructuring and bankruptcy
      from a state and local perspective, including, but not
      limited to, advising the Debtors on state application of
      IRC section 108 on debt forgiveness and attribute
      reduction under IRC section 108(b)(5), state tax effects
      of Section 346 of the Bankruptcy Code, and state positions
      with respect to state tax attribute utilization
      limitations post-bankruptcy;

  (t) Advise the Debtors to preliminarily identify tax issues
      and state and local planning opportunities related to
      post-restructuring including, but not limited to,
      evaluating structural strategies to assist the Debtors in
      attempting to minimize state income taxes through the
      utilization of net operating losses, creation of special
      purpose entities or reorganization of the business along
      functional lines, property taxes, sales and use taxes, and
      other state and local taxes as appropriate;

  (u) Advise the Debtors as they undertake to estimate the tax
      basis in the stock in each of the Debtors' subsidiaries or
      other entity interests;

  (v) Advise the Debtors with respect to certain state and city
      individual income tax considerations; and

  (w) Assist the Debtors with respect to preparation of federal,
      state and local tax returns and related matters.

Deloitte Tax has estimated that the charge to the Debtors for the
Services rendered in their Chapter 11 cases will be as is set
forth in each of the respective Engagement Letters.  Based on the
anticipated timing of the work, Deloitte Tax's estimated fees
pursuant to the 2008 Tax Return Preparation and Review Letter and
the 2009 Tax Advisory Services Letter will be billed
approximately as follows subject to any applicable orders of the
Bankruptcy Court:

      Project                             Estimated Fees
      -------                             --------------
   Tax Return Preparation and Review             $143,650
   Tax Advisory Services                $218,000-$343,000
                                        =================
   Total Estimated Fees                 $361,650-$486,650

For additional services as may be necessary pursuant to the terms
and conditions of the 2008 Tax Return Preparation and Review
Letter and the 2009 Tax Advisory Services Letter, Deloitte Tax
will bill the Debtors based on its hourly rates for those
services, consistent with the applicable Engagement Letters, as
follows:

                                     Tax Return
                                  Preparation and   Tax Advisory
                                  Review Services     Services
                                  ---------------   ------------
Partner, Principal or Director           $336            $588
Senior Manager                           $288            $504
Manager                                  $244            $427
Senior Associate                         $188            $329
Associate/Paraprofessional               $144            $252

In addition, Deloitte Tax's fees as set forth in the hourly rate
Bankruptcy Tax Consulting Services Letter are as follows:

                                           Bankruptcy Tax
                                        Consulting Services
                                        -------------------
Partner, Principal or Director                   $638
Senior Manager                                   $540
Manager                                          $458
Senior Associate                                 $353
Associate/Paraprofessional                       $270

In addition to the fees, the Debtors will reimburse Deloitte Tax
for any reasonable and necessary expenses incurred in connection
with Deloitte Tax's retention in the Chapter 11 cases and the
performance of the Services set forth in the Engagement Letters.

The Court ruled that in the event Deloitte Tax performs (a) tax
return Services for the Debtors pursuant to the 2008 Tax Return
Preparation and Review Letter, in excess of the aggregate amount
of $168,650, and (b) tax advisory Services pursuant to the 2009
Tax Advisory Services Letter, in excess of the estimated fee of
$378,000, Deloitte & Touche will provide the Debtors, the U.S.
Trustee and the Official Committees 10 business days notice that
Deloitte & Touche intends to perform the Services.  If the U.S.
Trustee and the Committees do not notify the Debtors of an
objection before the expiration of 10 business days from the date
the notice is served, Deloitte & Touche will be authorized to
perform the Additional Tax Return Services.

Pursuant to the Engagement letters, the Debtors agree to
indemnify Deloitte Tax from any causes of action arising from
Deloitte Tax's employment.  In the event the Court finds Deloitte
Tax has a contractual right to indemnity, all requests of
Deloitte Tax for payment of indemnity pursuant to the Engagement
Letters will be made by means of an application and will be
subject to review by the Court to ensure that payment of the
indemnity conforms to the terms of the Engagement Letters and is
reasonable based on the circumstances of the litigation or
settlement in respect of which indemnity is sought.  In no event
will Deloitte Tax be indemnified in the case of its own bad-
faith, self-dealing, breach of fiduciary duty, gross negligence
or willful misconduct.

Joseph Wisniewski, a partner of Deloitte Tax LLP, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, and does not
represent any interest adverse to the Debtors and their estates.

Deloitte Tax has informed the Debtors that as of June 26, 2009,
Deloitte Tax has incurred fees of approximately $107,000 in
respect of tax return preparation and other services provided by
Deloitte Tax to the Debtors following the Petition Date.  During
the 90 days immediately preceding the Petition Date, Deloitte Tax
received from the Debtors and their affiliates fees and expenses
totaling approximately $169,720 for its then ongoing tax return
preparation and advisory services.

                       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: Gets Nod to Employ Deloitte & Touche as Auditor
---------------------------------------------------------------
General Growth Properties Inc. and its affiliates sought and
obtained the Court's authority to employ Deloitte & Touche LLP as
independent auditor and internal controls consultant nunc pro tunc
to the Petition Date in accordance with the 2009 Audit Services
Engagement Letter and the Internal Controls Engagement Letter.

Deloitte & Touche has agreed to provide these services:

(A) Auditing Services:

   (a) Deloitte & Touche will perform an integrated audit in
       accordance with the standards of the Public Company
       Accounting Oversight Board with these objectives:

          -- To express an opinion on the fairness of the
             presentation of the Debtors' consolidated financial
             statements for the year ending December 31, 2009,
             in conformity with generally accepted accounting
             principles in all material respects; and

          -- To express an opinion on the effectiveness of the
             Debtors' internal control over financial reporting
             as of December 31, 2009, based on the criteria
             established in Internal Control -- Integrated
             Framework issued by the Committee of Sponsoring
             Organizations of the Treadway Commission.

   (b) Deloitte & Touche will also perform reviews of the
       Debtors' interim financial information in accordance with
       the PCAOB Standards for each of the quarters in the year
       ending December 31, 2009, prepared for submission to the
       Securities and Exchange Commission.

   (c) Deloitte & Touche will also perform other similar or
       related audit services as may be requested by the Debtors
       and as may be agreed to by Deloitte & Touche.

(B) Internal Control Services:

Deloitte & Touche will provide certain internal control services
related to matters in connection with the Sarbanes-Oxley Act of
2002 and other interpretive guidance issued by the SEC or the
PCAOB Standards like:

  -- Developing standard JDE Segregation of Duties rules to be
     used in evaluating and assessing security on the JDE ERP
     8.0 platform;

  -- Identifying security access privileges, as defined by the
     SOD rules, in the JDE ERP 8.0 application for purposes of
     remediation; and

  -- Assisting the Debtors in identifying the Sensitive Object
     and SOD rules to be used on the JDE ERP 8.0 system and in
     assessing the access to Sensitive Object and SoD violations
     that are present using proprietary testing scripts.

As set forth in the Internal Controls Engagement Letter, the
allocation of appropriate resources by the Debtors is necessary
to facilitate knowledge transfer and project ownership for the
projects contemplated in the letter.  To this end, the Debtors
will actively participate in overall project management and
approval of project approach and workplan, will maintain primary
responsibility for security configuration for JDE ERP 8.0 and
end-user testing and deployment activities, and approval of
security design changes, test results, communication plans and
project deliverables, for Deloitte & Touche to complete its
tasks.  Deloitte & Touche will not perform any management
functions, make management decisions or perform in a capacity
equivalent to that of an employee of the Debtors.

All services outlined in the Internal Controls Engagement Letter
will be performed in accordance with the Statement on Standards
for Consulting Services issued by the American Institute of
Certified Public Accountants.

As set forth in the 2009 Audit Services Engagement Letter, the
overall accuracy of the financial statements, including interim
financial information, and their conformity with generally
accepted accounting principles is the responsibility of the
Debtors' management.  The assessment of effectiveness of internal
control over financial reporting to comply with Section 404 of
the Sarbanes-Oxley Act and related SEC rules and regulations is
also the responsibility of the Debtors' management.  This
includes, among other things:

  -- Establishing and maintaining effective internal control
     over financial reporting and informing Deloitte & Touche of
     all deficiencies in the design or operation of internal
     control over financial reporting identified by management,
     including separately disclosing to Deloitte & Touche all
     deficiencies that management believes to be significant
     deficiencies or material weaknesses in internal control
     over financial reporting;

  -- Informing Deloitte & Touche of significant changes in the
     design or operation of the Debtors' internal control over
     financial reporting that occurred during each fiscal
     quarter or subsequent to the date being reported on;

  -- Identifying and ensuring that the Debtors comply with the
     laws and regulations applicable to their activities and
     informing Deloitte & Touche of any known material
     violations of those laws or regulations;

  -- Adjusting the financial statements to correct material
     misstatements; and

  -- Making all financial records and related information
     available to Deloitte & Touche.

Deloitte & Touche will make specific inquiries of the Debtors'
management about the representations embodied in the financial
statements and management's assessment of the effectiveness of
the Debtors' internal control over financial reporting.

Pursuant to the terms and conditions of the 2009 Audit Services
Engagement Letter, Deloitte & Touche has estimated that the
charge to the Debtors for the integrated audit and the reviews of
the related interim financial information for the year ending
December 31, 2009, will be approximately $3,935,000 plus
expenses.  Based on the anticipated timing of the work, Deloitte
& Touche's estimated fees for the integrated audit and the
reviews of the related interim financial information will be
billed approximately as follows:

    Invoice Date                         Amount
    ------------                         ------
    June 30, 2009                      $1,000,000
    October 15, 2009                   $1,000,000
    January 15, 2010                   $1,500,000
    February 28, 2010                    Balance

Additional time incurred for any audit and review services
performed outside the scope of the agreed upon fee will be billed
at these rates:

  Level                   Standard Rate   Discounted Rate
  -----                   -------------   ---------------
  Partner                   $735-$875         $368-$348
  Senior Manager                 $605              $303
  Manager                        $550              $275
  Senior                         $440              $220
  Staff                          $340              $170

Fees for transaction related services, including services related
to securities offerings, complex or extensive accounting
consultations, or other services not directly related to the
integrated audit and review services will not be based on the
discounted rates but will be agreed with the Debtors in advance
prior to the commencement of those services, including, without
limitation, pursuant to separate engagement letters.

Pursuant to the terms and conditions of the Internal Controls
Engagement Letter, Deloitte & Touche intends to charge the
Debtors for the internal control services a fixed-rate for the
scope and timing of those services, which is currently as
follows:

  Project                                           Fees
  -------                                           ----
  Sensitive Object and SoD Rule Confirmation       $2,300
  ERP Object and SoD Rule Confirmation            $22,700
                                                  -------
  Total Estimated Fees                            $25,000

These fees represent time and materials estimates based on
current understanding of the project requirements, with a total
fee estimated at $25,000.  Deloitte & Touche will not exceed
the estimate without specific advanced approval from the Debtors.

A portion of the audit services pursuant to the 2009 Audit
Services Engagement Letter may be performed, at Deloitte &
Touche's direction, by its indirect wholly owned subsidiary,
Deloitte & Touche Assurance and Enterprise and Risk Services
India Private Limited located in India.  Deloitte & Touche further
intends to subcontract a portion of its responsibilities under the
Internal Controls Engagement Letter to its affiliate, Deloitte &
Touche Audit Services India Private Ltd. located in Hyderabad,
India.  Deloitte ASIPL will assist in security analysis efforts as
well as configuration of security in the Company's systems.

A specifically assigned team of personnel from Deloitte Assurance
and Deloitte ASIPL will assist in the performance of Services
under the supervision, and with the input, of personnel of
Deloitte & Touche.  The time of the personnel of Deloitte
Assurance and Deloitte ASIPL will be included in the fee
applications filed by Deloitte & Touche.  The hourly rates
charged to clients by Deloitte & Touche for services performed by
Deloitte Assurance and Deloitte ASIPL personnel are comparable to
the market rates charged for similar services by Deloitte &
Touche, but do not directly correlate with the hourly rates
attributed to those services by Deloitte Assurance and Deloitte
ASIPL.

The Debtors will pay Deloitte & Touche a fee of $5,000 in
connection with the Internal Controls Engagement Letter, which
will be applied to the final invoice for the engagement.
Thereafter, Deloitte & Touche will invoice the Debtors consistent
with applicable Bankruptcy Court procedures.

In addition to the fees, the Debtors will reimburse Deloitte &
Touche for any reasonable and necessary expenses incurred in
connection with Deloitte & Touche's retention and the performance
of the Services.

The Court ruled that in the event that (a) Deloitte & Touche
performs auditing Services for the Debtors pursuant to the 2009
Audit Services Engagement Letter, in excess of the aggregate
amount of $3,985,000, and (b) Deloitte & Touche performs internal
control Services pursuant to the Internal Controls Engagement
Letter, in excess of the aggregate amount of $35,000, Deloitte &
Touche will provide the Debtors, the U.S. Trustee and the
Committees 10 business days notice that Deloitte & Touche intends
to perform the Additional Services.  If the U.S. Trustee and the
Committees do not notify the Debtors of an objection before the
expiration of 10 business days from the date the notice is served
on the U.S. Trustee and the Committees, Deloitte & Touche will be
authorized to perform the Additional Services.

Robert O'Brien, a partner of Deloitte & Touche, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code, and does not represent
any interest adverse to the Debtors.

                       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: Has Settlement With Quantum Leap Restaurants
------------------------------------------------------------
General Growth Properties Inc. and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement, among Debtor Oakwood Hills Mall, L.L.C.,
Bear Creek Grille, Inc., and Quantum Leap Restaurants of Eau
Claire, L.L.C., which resolves certain disputes arising from a
lease dated December 3, 1999, between Oakwood Hills and Quantum
Leap.

The Settlement Agreement contemplates, among other things, (i) an
amendment to the Quantum Leap Lease; (ii) dismissal of the action
filed in the Circuit Court for Eau Claire County, Wisconsin, by
Quantum Leap; and (iii) the mutual release of all existing claims
by the Parties, including those claims related to the Circuit
Court Action.

Oakwood Hill's entry into the Settlement Agreement is reasonable
and is in the best interests of the Debtors, their estates, and
creditors, Stephen A. Youngman, Esq., at Weil, Gotshal & Manges
LLP, in Houston, Texas, tells the Court.  He explains that the
Settlement Agreement relieves the Debtors of the distraction and
expense of complex, time-consuming litigation commenced by
Quantum Lease for damages related to an alleged breach of the
Quantum Leap Lease and requires, on the Bankruptcy Court's
approval of the Settlement Agreement, that the Parties release
all claims regarding the Circuit Court Action.

                       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: Proposes Deal With Milliken & Company
-----------------------------------------------------
General Growth Properties Inc. and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement between Debtor General Growth Properties,
Inc., and Milliken & Company, which fully and completely resolves
certain disputes arising from an agreement dated March 20, 2001,
between the Parties.

The Settlement Agreement contemplates, among other things, (i)
immediate payment of a sum of $20,000 by Milliken to GGP; (ii)
dismissal of an action filed by GGP in the District Court for
Hennepin County, Minnesota, Fourth Judicial Circuit; and (iii)
the mutual release of all existing claims by the Parties, which
were or could have been asserted in the District Court Action.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserts that GGP's entry into the Settlement
Agreement is reasonable and is in the best interests of the
Debtors and their estates and creditors as the Settlement
Agreement relieves the Debtors of the distraction and expense of
complex, time-consuming litigation against Milliken, and provides
a guaranteed recovery of $20,000 as consideration for the
dismissal and release of all claims related to the District Court
Action.

                       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: Proposes Department Store Deals Protocol
--------------------------------------------------------
In the ordinary course of business, General Growth Properties and
its debtor and non-debtor affiliates sell and convey its real and
personal property and grants of easement interests in its real
property, including, but not limited to, sales, conveyances, and
easement grants pursuant to purchase and sale agreements,
easements, and other related agreements with department store
owners that operate or that will operate their department stores
in the Seller's regional shopping centers.

In connection with the Department Store Conveyances, the Seller
agrees to convey the Assets to a Department Store Owner usually
for a nominal purchase price in exchange for, among other things,
the Department Store Owner's covenant to open or operate its
Department Store, or performance of construction work.  As an
inducement to the Department Store Owner, the Seller may agree to
contribute to the capital of the Department Store Owner or may
agree to pay a construction allowance in an agreed amount payable
either in a lump sum or periodic installments.  In addition, in
connection with the Department Store Conveyances, the Seller may
(i) incur certain additional costs and obligations, including
costs relating to the preparation of the Assets to be conveyed to
the Department Store; and (ii) provide additional security to the
Department Store Owner to support those obligations.

Certain of the Debtors' non-debtor affiliates, including certain
of the Debtors' joint ventures, may become "Sellers" under a
Department Store Conveyance transaction and may be obligated to
satisfy the Department Store Allowance.  In that event, it is
possible that a Debtor may contribute, as an affiliate
investment, its allocable share of the non-debtor joint venture
Seller's Department Store Allowance.

The Debtors believe that it is in the best interests of their
business to continue the Department Store Conveyance transactions
throughout their Chapter 11 cases.  Although the Debtors believe
that the Department Store Conveyances themselves are authorized
pursuant to the Asset Sale Order and are otherwise in the
ordinary course of the Debtors' businesses, the Debtors ask the
Court to approve these expenditures that the Debtors may make,
incur, or pay in connection with a Department Store Conveyance:

   (i) the Department Store Allowances,
  (ii) the Department Store Obligations, and
(iii) the Affiliate Investments.

To streamline the Department Store Conveyance process, the
Debtors propose a global procedure for addressing any existing
Department Store Transactions that were pending as of the
Petition Date as well as any proposed Department Store
Transactions the Debtors desire to undertake.

                     Proposed Procedures

To the extent the Debtors desire to honor or provide a Department
Store Allowance or incur a Department Store Obligation, the
Debtors will be entitled to provide the Department Store
Allowance or incur such Department Store Obligation without the
requirement of any additional Court or other approval, provided
that, the total amount of (a) the Department Store Allowance to
be provided to a Department Store Owner, and (b) the Department
Store Obligation to be incurred in connection with a particular
Department Store Conveyance, is equal to or less than $5 million.

If, however, the proposed Department Store Allowance to be
provided to a Department Store Owner and the Department Store
Obligations to be incurred in connection with a particular
Department Store Conveyance, in the aggregate, exceeds
$5 million, the Debtors will be required to provide written notice
to the Official Committees within 20 days after the execution of
binding documents governing the Department Store Conveyance.

To the extent the Debtors desire to make an Affiliate Investment
in connection with a Department Store Conveyance, the Debtors
will be able to make the Affiliate Investment without the need
for additional Court or other approval, provided that, the total
amount of the Affiliate Investment to be made in connection with
a particular Department Store Conveyance (a) is equal to or less
than $5 million, and (b) the proposed Affiliate Investment does
not violate Section 9.9 of the Senior Secured Debtor in
Possession Credit, Security and Guaranty Agreement dated as of
May 14, 2009, by and among UBS Securities LLC, as Lead Arranger,
UBS AG, Stamford Branch, as Agent, General Growth Properties,
Inc. and GGP Limited Partnership, as Borrowers, and the other
parties thereto.

If, however, the proposed Affiliate Investment to be made in
connection with a particular Department Store Conveyance comports
with the DIP Agreement, but exceeds $5 million, the Debtors will
be required to provide written notice at least 10 business days
prior to the date on which the Proposed Affiliate Investment is
expected to be made.

The Committees will be required to submit in writing any
objections to the Proposed Department Store Allowance, Proposed
Department Store Obligations and Proposed Affiliate Investment on
or before 10 business days after service of written notice to the
attorneys for the Debtors, which written notice may be provided
by facsimile or e-mail transmission.

If the Committees timely object to the Proposed Department Store
Allowance, Proposed Department Store Obligations, and Proposed
Affiliate Investment, and the objection is not resolved
consensually by the Debtors and the Committees, the Debtors will
not proceed with the payment, as applicable, but, instead, the
Debtors will be authorized to file a motion seeking approval of
the proposed payments.

If the Committee does not file a timely objection, the Debtors
will be entitled to make the proposed payments, as contemplated
in the written notice provided to the Committees without seeking
additional relief from the Court.

                       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: Could Cause Soaring Mercury Emissions
-----------------------------------------------------
In the wake of President Obama's visit to a General Motors plant
earlier in the week, his Administration and key states were warned
September 17 that GM would be excluded from the country's
automotive mercury recycling program at the end of this year.

The national administrator overseeing mercury recycling in
automobiles made the announcement in an update to program
participants September 17.  In response, two allied environmental
groups called on the Obama Administration or Congress to direct GM
to change course, or risk the collapse of the program and a spike
in toxic mercury emissions in U.S. communities nationwide.

"When GM testified before Congress last year, they said their
bailout resources would be used to make the company greener, and
they continue to insist that is what they are doing.  Instead,
today we find out that after December 31st, the company is
actually going to be responsible for spewing more mercury into the
air," said Michael Bender, director of the Vermont-based Mercury
Policy Project.  "GM is not lean and green if it sheds all of its
environmental obligations onto the taxpayer and its competitors."

The national administrator, known as End of Live Vehicle Solutions
(ELVS), issued a letter to states and the U.S. EPA Sept. 17 saying
that unless General Motors acts now, ELVS will have to stop
accepting mercury switches from scrap-yard bound GM vehicles
starting January 1, 2010.  This could result in tons of
unnecessary mercury emissions from smoke stacks across the
country, especially given that more than 700,000 vehicles poured
into the system during the recently concluded Cash for Clunkers
program.

ELVS is being forced to take this drastic step because GM is
hiding behind its bankruptcy and reneging on its commitment to
help fund the auto industry partnership that is crucial for
keeping mercury out of the environment, the environmental groups
agreed.

Over the past month, a number of environmental and industry groups
have called on GM to meet its obligation to fund legacy mercury
recovery costs from scrapped vehicles.  On August 26, the Iowa
Department of Natural Resources sent a letter to President Barack
Obama asking for him to support efforts to get GM to restart its
mercury efforts.

"When Obama spoke to the GM employees this week, he committed to
'fighting for an America where clean energy generates green jobs,'
said Charles Griffith, head of the Ecology Center's Clean Car
Campaign.  "We take him at his word, and fully support him in that
effort.

"But GM, the company that his Administration owns, is pulling out
of all its legacy environmental commitments.  The Administration
should step up and simply direct GM to rejoin this mercury
recycling program - and live up to its responsibility to the
environment more broadly."

ELVS was created to coordinate the efforts of auto manufacturers
for the collection, transportation and proper recycling of mercury
switches from end-of-life vehicles under the U.S. Environmental
Protection Agency's facilitated National Vehicle Mercury Switch
Removal Program.  ELVS is reliant on funding from car
manufacturers who produced these mercury switches on a
proportional basis -- i.e. the fees they pay are based on the
number of mercury switches they produced.

Because it is estimated that around 54% of the vehicles containing
mercury switches are GM models, GM has been the program's largest
funder.  According to industry estimates, nationally GM models now
on the road contain more than 18 million mercury switches, or
39,000 pounds of the highly toxic substance.

Following their federally structured bankruptcy, General Motors
Company or "new GM" last month informed ELVS that it was not a
member of ELVS and is not responsible for mercury switches from
older vehicles produced by "old GM", now known as Motors
Liquidation Corporation.  Since then Motor Liquidation has not
communicated with ELVS, and has stopped funding the program.

Mercury switches were used to operate hood and truck convenience
lights in vehicles made before 2004, when automakers stopped their
use.  Unless they are removed first, the mercury from auto
switches is released to the air when vehicles are recycled at
steel mills.  This source contributes to both local and global
mercury pollution and contamination of fish, and ultimately can
cause devastating effects in human beings.

Mercury, particularly in the methylmercury form, is a potent
neurotoxin that can impair neurological development in fetuses and
young children and damage the nervous system of adults. It is
toxic, persistent and bioaccumulative. Mercury can be deposited in
water, soils, and air where microorganisms can convert it into the
highly toxic methylmercury.  Methylmercury is also created by
combustion of mercury-containing materials like auto switches.

                       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)


GEOEYE INC: Moody's Assigns 'B1' Rating on $350 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to GeoEye, Inc.'s
proposed $350 million (gross proceeds) senior secured note
issuance.  The company will use the note issuance proceeds largely
to refinance existing debt and for general corporate purposes.  As
part of the ratings action, Moody's upgraded GeoEye's corporate
family rating to B1 from Caa1, and its probability of default
rating to B1 from B3, as the company's credit profile has
significantly improved.  Moody's also believes that the total
recovery prospects for the bondholders have improved, as the
GeoEye-1 satellite is fully operational and the near term risk
related to satellite launch and commissioning has been alleviated.
Moody's also upgraded the company's liquidity rating to SGL-1 from
SGL-2 indicating very good liquidity, as a result of the
additional cash that the company will have on hand following the
issuance of the new notes and the enhanced operating cash flow
that the company expects to generate from GeoEye-1.

Moody's also upgraded the ratings on the existing notes to B1.  As
the proceeds of the new note issuance will be used to fund the
tender of the existing $250 million floating rate notes due 2012,
Moody's will withdraw the ratings on the existing notes if all
notes are tendered in the exchange.

Moody's has taken these rating actions:

Issuer: GeoEye, Inc.

  -- Corporate Family Rating, Upgraded to B1 from Caa1

  -- Probability of Default Rating, Upgraded to B1 from B3

  -- New $350 million Senior Secured Notes, Assigned B1, LGD3 -
     49%

  -- Existing $250 million Senior Secured Notes, Upgraded to B1
     LGD3 - 49% from Caa1 LGD4 - 64%

  -- SGL upgraded to SGL-1 from SGL-2

  -- Outlook is stable

GeoEye's B1 CFR primarily reflects the company's improved credit
profile resulting from the successful deployment of the GeoEye-1
satellite, the company's strong position in the growing market for
satellite imagery, and the strong stated support for the
commercial satellite imagery industry by the US government.  The
B1 rating also derives support from the company's strong near-term
financial metrics, primarily adjusted Debt/EBITDA leverage in the
2x range, offset by weak near-term free cash flow generation as
the company ramps up capital expenditures towards the design and
development of the next generation imagery satellite.  The ratings
are tempered by the technology and business risks manifest in the
company's high customer and asset concentration and the longer-
term uncertainty relating to the company's strategy to expand its
satellite fleet and meet shareholder return requirements.

GeoEye's SGL-1 liquidity rating indicates very good liquidity.
Over the 4-quarter horizon to June 30, 2010 GeoEye's main source
of liquidity is expected to be cash on hand, which proforma for
the notes offering would be roughly $140 million.  Additionally,
Geoeye may generate roughly $75 million of free cash flow over
this 4-quarter period once capital expenditures relating to the
early stage design and development of its next-generation
satellite have been incurred.

The stable outlook reflects Moody's view that continuing US
government backing of the commercial satellite industry especially
considering the increasing needs for high resolution surveillance
and mapping applications, along with the pledge of the insurance
proceeds on the satellites, mitigate the high emerging business
risk of the commercial satellite sector in the near-term.

Moody's most recent rating action on GeoEye was April 24, 2008,
when the rating agency upgraded the company's CFR to Caa1 and the
liquidity rating to SGL-2.

Headquartered in Dulles, VA, GeoEye, Inc. is a commercial
satellite imagery company (formed as a result of ORBIMAGE's
January, 2006 acquisition of Space Imaging) operating three earth
imaging satellites -- GeoEye-1, OrbView-2 and IKONOS.  The company
also owns and operates a network of ground stations and has an
extensive archive of images and has advanced geospatial imagery
processing capabilities.


GEOEYE INC: S&P Assigns 'B+' Rating on $350 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating to Dulles, Virginia-based GeoEye Inc.'s
proposed $350 million senior secured notes due 2015.  The recovery
rating on this issue is '2', indicating expectations of
substantial (70%-90%) recovery in the event of payment default.

In addition, S&P affirmed all ratings on GeoEye and its wholly
owned subsidiary ORBIMAGE Inc., including the 'B' corporate credit
rating.  Proceeds from the proposed notes will be used to
refinance the $250 million of senior secured floating-rate notes
due 2012 and for general corporate purposes, which may include
funding the construction of the company's next-generation
satellite, GeoEye-2.  Ratings are based on preliminary
documentation and are subject to review of final documents.  The
new issue will constitute the totality of GeoEye's debt.  The
outlook is stable.

"GeoEye's business plan for the next few years depends solely on
GeoEye-1, an advanced high-resolution imaging satellite needed to
service the company's NextView contract with the NGA," said
Standard & Poor's credit analyst Naveen Sarma.  Under the service
level agreement extension that was signed in September 2009 and
that extended the initial SLA by four months, NGA contractually
committed to making $12.5 million of imagery purchases per month
through March 31, 2010.  Standard & Poor's estimates this contract
will account for over half of the satellite's expected image-
taking capacity.  Added Mr. Sarma, "We expect GeoEye to leverage
the NGA-related activity by selling imagery and valued-added
services to other customers including foreign governments, other
U.S. government agencies, and commercial clients."


GOODYEAR TIRE: Union Okays 4-Year Contract to Avert Plant Closures
------------------------------------------------------------------
The United Steelworkers union has approved a new, four-year master
labor contract with The Goodyear Tire & Rubber Company.

Citing union leaders, The Associated Press reports that the new
contract will prevent the potential closing of a half-dozen plants
in the next four years.  According to The AP, the contract
requires minimum staffing levels at six of the seven Goodyear
plants and prevents the Company from shifting production to any
facility not represented by the steelworkers union.  The AP
relates that under the pact, Goodyear will invest $600 million at
the plants, keeping them up-to-date.

The seven plants covered by the master agreement are in:

     -- Akron, Ohio;
     -- Buffalo, New York;
     -- Danville, Virginia;
     -- Fayetteville, North Carolina;
     -- Gadsden, Alabama;
     -- Topeka, Kansas; and
     -- Union City, Tennessee.

It covers approximately 10,300 associates.

"This agreement reflects the commitment of Goodyear and the USW to
continue to work together to achieve our common goal of world-
class competitiveness," said Richard J. Kramer, Goodyear's chief
operating officer and president, North American Tire.

Mr. Kramer said that the new master contract and recently
completed local agreements, build on significant changes made in
the 2003 and 2006 agreements and address the core issues of
productivity, compensation costs and flexibility impacting the
competitiveness of the company's North American Tire business.

Goodyear will hold an investor conference call to discuss details
of the contract at 2:00 p.m. on September 28.  Investors, members
of the media and other interested persons may access the
conference call on the Company's investor relations Web site:
http://www.goodyear.com/investoror via telephone by calling (706)
634-5954 before 1:55 p.m. that day.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26 countries
and employs 80,000 people worldwide.  Goodyear has subsidiaries in
New Zealand, Venezuela, Peru, Mexico, Luxembourg, Finland, Korea
and Japan, among others.

                          *     *     *

As reported by the TCR on May 12, 2009, Fitch Ratings downgraded
The Goodyear Tire & Rubber Company's Issuer Default Rating to 'B+'
from 'BB-'.

The TCR reported on May 11, 2009, that Moody's Investors Service
assigned a B1 rating to Goodyear Tire & Rubber Company's new
$500 million offering of unsecured notes.  In a related action,
Moody's affirmed Goodyear's Corporate Family and Probability of
Default ratings of Ba3, and affirmed the Speculative Grade
Liquidity Rating at SGL-3.  All other long-term ratings are
unchanged.  The outlook remains negative.

According to the TCR on May 11, 2009, Standard & Poor's Ratings
Services said it assigned its 'B+' issue-level rating to The
Goodyear Tire & Rubber Co.'s proposed $500 million senior
unsecured notes due 2016, and a recovery rating of '5', indicating
S&P's expectation that lenders will receive modest recovery (10%
to 30%) in the event of a default.  Standard & Poor's corporate
credit rating on Goodyear is BB-/Negative/--.


GTS 900: Files for Chapter 11 in Los Angeles
---------------------------------------------
GTS 900 F LLC filed for bankruptcy protection, listing up to $500
million in assets and debt (Bankr. C.D. Calif. Case No. 09-35127).

According to Bloomberg News, the Company's members are listed as
Concerto Partners LLC with a 50% interest, Sonny Astani, with a
30% interest, the Marco Astani Living Trust with a 5% interest,
and FG98 Investment Co. LP with a 15% interest.

GTS 900 is a business that owns a residential building known as
Concerto in Los Angeles.  According to a Web site for the Concerto
building, developed by Astani Living, all 77 loft residences have
been sold.


GWENCO INC: Wins Nod for Reorganization Plan, Sees Q4 Emergence
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
confirmed the Plan of Reorganization for Quest Minerals & Mining
Corp.'s subsidiary, Gwenco, Inc., setting the stage for the
Company's emergence from Chapter 11 in the fourth quarter of 2009.

U.S. Bankruptcy Court Judge Joseph M. Scott, Jr., ruled that all
the necessary requirements have been met for Gwenco to implement
its Third Amended Plan of Reorganization. Secured and non-priority
unsecured classes of creditors voted to approve the plan, with
over 80% of the unsecured claims in dollar amount voting for the
plan, and over 90% of responding lessors supporting it.

"This is a great day for Quest and Gwenco. In reaching our
confirmation, we have accomplished a major goal of restructuring
our company and creating a stronger Quest," said Eugene
Chiaramonte, Jr., President of Quest.  "As we emerge, the
recapitalization of Gwenco will be complete.  We have restructured
the legacy debt, improved our liquidity, and stabilized the
operations.  Our emergence also coincides with several other
positive steps we have recently undertaken, which include the
expansion of our board of directors, our increase in customer
orders, our installation of newer and more reliable coal-producing
equipment, and the retention of additional experienced operational
personnel.  As a result of these efforts, we are now consistently
producing increased amounts of coal in a more efficient manner,
and we anticipate that our efficiency and production will continue
to improve as we reach increased coal seams.  I want to thank our
customers, vendors, creditors, and stockholders for supporting the
company through this challenging period."

Gwenco, Inc., based in Ashland, Kentucky, filed for bankruptcy on
February 28, 2007 (Bankr. E.D. Ky. Case No. 07-10081).  Paul
Stewart Snyder, Esq., in Ashland, ((606) 325-5555), serves as the
Debtor's counsel.  The Debtor disclosed both assets and debts to
be less than $10,000 when it filed for bankruptcy.


HCA INC: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA Inc. is a
borrower traded in the secondary market at 92.25 cents-on-the-
dollar during the week ended Sept. 18, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.06 percentage points
from the previous week, The Journal relates.  The loan matures on
Nov. 6, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a 'Ba3' (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HEMIWEDGE INDUSTRIES: Clark Steps Down as VP, COO & Director
------------------------------------------------------------
Hemiwedge Industries, Inc., fka Shumate Industries, Inc., said
Russell T. Clark resigned from his positions as Vice President,
Chief Operating Officer and as director on September 2, 2009.  Mr.
Clark also resigned as an officer and director of the Company's
subsidiary, Hemiwedge Valve Corporation.  Mr. Clark's resignations
are not because of any disagreements with Hemiwedge on matters
relating to its operations, policies and practices.

                  Default Under Convertible Notes

Hemiwedge Industries has said on July 10, 2008, the principal
amount of $3,050,000 of its convertible notes was due and payable.
Its failure to make full payment on such maturity date constituted
a default under these notes.  The notes continue to bear interest
until payment.  At March 31, 2009, the total amount due under the
notes, including accrued interest was $3,584,365.

                   Default Under Stillwater Loan

Hemiwedge Industries also has said its September 2008 Loan and
Consolidation Agreement with Stillwater National Bank and Trust
Company provides that failure to pay when due any substantial
liability will constitute an event of default thereunder.
Hemiwedge said its failure to pay the convertible notes
constitutes a default under both the loan documents.  Accordingly,
Stillwater has the right to declare all indebtedness under such
loan documents due and payable.  At March 31, 2009, the total
amounts owed under all agreements to Stillwater was $751,000.

                       Sunbelt Arbitration

On June 23, 2008, Hemiwedge received notice from Sunbelt Machine
Works Corporation of its intention to seek arbitration in Houston,
Harris County Texas relating to a $150,000 termination payment due
under (and in connection with the termination of) a Stock Purchase
Agreement dated August 17, 2007.  Hemiwedge failed to make the
first 3 installment payments of $37,500 to Sunbelt on each of
October 25, 2007, February 20, 2008, and June 20, 2008, as
required under the Stock Purchase Agreement.  Sunbelt had
threatened litigation regarding this matter in April 2008, and
Hemiwedge was unable to come to terms on a settlement.  Sunbelt is
seeking an award of $150,000 and reasonable attorney's fees,
expenses and costs incurred to enforce their contractual rights.
Hemiwedge has recorded $178,995 in accrued expenses in its
financial statements to reflect this contingency.

On July 14, 2008, Hemiwedge entered into a letter agreement with
Sunbelt pursuant to which Sunbelt agreed to withdraw the notice of
arbitration until November 1, 2008, in exchange for an immediate
payment of $1,000 and installment payments of $500 on the 1st and
15th of each month until November 1, 2008.   On October 8, 2008,
Hemiwedge entered into a letter agreement with Sunbelt under which
Hemiwedge agreed to pay Sunbelt $75,000 in full satisfaction of
this matter; provided, however, that payment must be received by
Sunbelt within 90 days of the date of the letter for such
settlement to be effective.  Due to cash constraints, Hemiwedge
was unable to make the payment within the required 90 days.

In its quarterly report on Form 10-Q filed May 20, 2009, Hemiwedge
said Sunbelt has not informed the Company of any indication to
re-institute arbitration proceedings.

                          About Hemiwedge

Hemiwedge Industries, Inc., and its wholly owned subsidiary
Shumate Machine Works, Inc., in October 2008, consummated the sale
of substantially all of Machine Works' assets to American
International Industries, Inc.  The sale was effected pursuant to
an asset purchase agreement pursuant to which Machine Works
transferred substantially all of its assets and certain enumerated
liabilities to Purchaser.  The aggregate purchase price was
$6,703,749 consisting of assumption by Purchaser of (i) $5 million
of promissory notes due Stillwater National Bank and Trust Company
and (ii) $1,703,749 of certain other liabilities, including
without limitation, accounts payable of Machine Works.  The
Company also issued 1,401,170 shares of common stock to the
Purchaser as a purchase price adjustment of $420,351.

In February 2009, the Company changed its name from "Shumate
Industries, Inc." to "Hemiwedge Industries, Inc." to emphasize and
focus on its valve product technology after the sale of its
contract machining business.

At December 31, 2008, the Company had $2,692,700 in total assets
and $6,580,108 in total liabilities.


HEXION SPECIALTY: Jan Secher Elected as Member of Board
-------------------------------------------------------
The Board of Directors of Hexion Specialty Chemicals, Inc., on
September 18, 2009, elected Jan Secher a member of the Company's
Board of Directors.

Mr. Secher, 51, served as Member of Management of the Board of
Clariant AG beginning January 2006 and as Chief Executive Officer
of Clariant AG from April 7, 2006 to October 2008.  Prior to that,
he was Chief Executive Officer of SICPA in Lausanne Switzerland, a
privately held ink manufacturer, from May 2003 to December 2005.
In addition, Mr. Secher held various leadership positions with ABB
Ltd. in Asia, North America, and Europe, including serving as an
Executive Vice President, Group Processes Division from April 2002
to October 2002, and as Executive Vice President responsible for
ABB Ltd's Manufacturing and Consumer Industries Division from
January 2001 to April 2002.

Mr. Secher began his career in 1982 at Asea (now ABB), in
sales/marketing and product management, which included a five-year
assignment in North America.  Mr. Secher holds a Masters Degree in
Industrial Marketing from University of Linkoping, Sweden.  He is
also a director of Peak Management AG in Switzerland.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals, Inc., serves
global industrial markets through a broad range of thermoset
technologies, specialty products and technical support for
customers in a diverse range of applications and industries.
Hexion is owned by an affiliate of Apollo Management, L.P.

As of June 30, 2009, the Company had $2.89 billion in total assets
and $5.05 billion in total liabilities.  As of June 30, 2009, the
Company had $3.55 million of debt, including $113 million of
short-term debt and capital lease maturities (of which $56 million
is U.S. short-term debt and capital lease maturities).

On April 21, 2009, Standard & Poor reduced the Company's corporate
credit rating to "SD" while its first quarter debt repurchases
were reviewed.  On June 11, 2009, Moody's temporarily lowered the
Company's corporate rating to "Caa3/LD" in response to its debt
repurchases at below par value prices.  On June 17, 2009, Moody's
raised the corporate rating to "B3."  On June 30, 2009, Standard &
Poor raised the corporate credit rating to "CCC+".

Hexion does not expect any of the recent rating changes to have
a significant impact on its liquidity.


HINDU TEMPLE: Can't Spend Income; Creditors Can Inspect Assets
--------------------------------------------------------------
Andria Simmons at The Atlanta Journal-Constitution reports that
the Hon. James E. Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia has blocked Hindu Temple and
Community Center of Georgia, Inc., from spending its income and
ruled that creditors can enter the Debtor's property to inventory
its assets.

According to AJC, Hindu Temple filed for Chapter 11 bankruptcy to
avert foreclosure of its Norcross facility.  AJC relates that
Hindu Temple defaulted on a $2.3 million bank loan from Anderson
Lake Properties and was facing foreclosure of its $5 million,
nine-acre property on Brook Hollow Parkway in Norcross.  The
report says that Hindu Temple had sought to block creditors from
photographing or entering its holy places, saying that any non-
Hindus weren't allowed into the temple while the priests are
undergoing a 216-day period of spiritual cleansing, so Judge
Massey ruled that whoever is sent by creditors to photograph and
inventory the rooms must be a Hindu.

Scott Riddle, Hindu Temple's lawyer, said that his client will
comply with all of the Court orders, AJC states.  According to the
report, Mr. Riddle said that Hindu Temple may scuttle a
$26 million federal lawsuit that it filed against the Gwinnett
County Police Department, Detective Paul Cwalina and some
witnesses or alleged victims who cooperated with a criminal
investigation into its swami, Annamalai Annamalai.

Hindu Temple and Community Center of Georgia, Inc., filed for
Chapter 11 bankruptcy protection on August 31, 2009 (Bankr. N.D.
Ga. Case No. 09-82915).


HUNTSMAN ICI: Bank Debt Trades at 8.58% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 91.42 cents-on-the-
dollar during the week ended Sept. 18, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.92 percentage points
from the previous week, The Journal relates.  The loan matures on
April 23, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.


IMPLANT SCIENCES: Obtains $3 Mil. Loan From DMRJ Group
------------------------------------------------------
Implant Sciences Corporation said the Company and each of its
subsidiaries, IMX Acquisition Corp., Accurel Systems International
Corporation and C Acquisition Corp., entered into a Credit
Agreement with DMRJ Group LLC on September 4, 2009.

The Investor provided the Company with a revolving line of credit,
in the maximum principal amount of $3,000,000.  The Company
intends to use the line of credit to build products to fulfill
existing purchase orders.

In connection with the Credit Agreement, the Company issued to the
Investor a Promissory Note, evidencing the Company's obligations
under the credit facility.  Each of the Company's subsidiaries
guaranteed the Company's obligations under the Note.  The
obligations of the Company under the Note and of its subsidiaries
under the guarantees are secured by grants of first priority
security interests in all of the assets of the Company and such
subsidiaries.

In addition, the Company has agreed to cause all receivables and
collections of the Company to be deposited in a bank deposit
account pledged to the Investor pursuant to a blocked account
agreement.  All funds deposited in the blocked collections account
will be applied towards the repayment of the Company's obligations
to the Investor under the Note.  Until the Note and all
obligations of the Company thereunder have been paid and satisfied
in full, the Company will have no right to access or make
withdrawals from the blocked account without the consent of the
Investor.

The Note bears interest at the rate of 25% per annum.  Interest
under the Note will be due on the first day of each calendar
month.  The principal balance of the Note, together with all
outstanding interest and all other amounts owed under the Note,
will be due and payable on December 10, 2009.  The Company may
prepay all or any portion of the principal amount of the Note,
without penalty or premium, after prior notice to the Investor.

Subject to applicable cure periods, amounts due under the Note are
subject to acceleration upon certain events of default, including:
(i) any failure of the Company to pay when due any amount owed
under the Note; (ii) any failure by the Company to observe or
perform any other condition, covenant or agreement contained in
the Note or certain conditions, covenants or agreements contained
in the Credit Agreement; (iii) certain suspensions of the listing
or trading of the Company's common stock; (iv) a determination
that any misrepresentation made by the Company to the Investor in
the Credit Agreement or in any of the agreements delivered to the
Investor in connection with the Credit Agreement were false or
incorrect in any material respect when made; (v) certain defaults
under agreements related to any of the Company's other
indebtedness; (vi) the institution of certain bankruptcy and
insolvency proceedings by or against the Company; (vii) the entry
of certain monetary judgments against the Company that are not
dismissed or discharged within a period of 20 days; (viii) certain
cessations by the Company of business in the ordinary course; (ix)
the seizure of any material portion of the Company's assets by any
governmental authority; and (x) the indictment of the Company for
any criminal activity.

In lieu of paying the Investor any commitment fees, closing fees
or other fees in connection with the transactions contemplated by
the Credit Agreement, the Company has agreed to pay the Investor
an additional amount equal to 50% of the aggregate net profits of
the Company and its subsidiaries generated between the closing
date through the termination of the credit facility.  Such
payments will be due and payable as earned upon (i) each request
for an advance under the Note, and (ii) the termination of the
credit facility.

Upon the closing of the credit facility, the Company requested and
was granted an initial advance of approximately $1,633,000, of
which the Company used approximately $715,000 to repay all of its
outstanding indebtedness to the Investor pursuant to a bridge note
issued to the Investor on August 5, 2009, and approximately
$548,000 to retire certain obligations owed to other parties. The
Company intends to use the balance of the initial advance, and to
use the remainder of the facility, for working capital and
ordinary course general corporate purposes.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

The Company had $8,296,000 in total assets and $16,112,000 in
total liabilities resulting in $7,816,000 in stockholders' deficit
at March 31, 2009.  The Company had an accumulated deficit of
approximately $70,224,000 and a working capital deficit of
$7,088,000 as of March 31, 2009.

                        Going Concern Doubt

The Company has suffered recurring losses from operations and must
repay in full the balance of its senior secured convertible
promissory note on December 10, 2009.  The promissory note was
recorded at $3,741,000 as of March 31, 2009, and has a liquidation
value of $4,600,000.  The Company said these conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

UHY LLP on October 14, 2008, expressed substantial doubt about
Implant Sciences' ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended June 30, 2008, and 2007.  The auditing firm
pointed to the Company's recurring losses from operations.


INFINITY J C ENTERPRISE: Case Summary & 5 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Infinity J C Enterprise Corp.
        1119 Santa Maria Ave.
        P.O. Box 149
        Laredo, TX 78040

Bankruptcy Case No.: 09-50282

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Laredo)

Judge: Wesley W. Steen

Debtor's Counsel: Adolfo Campero Jr., Esq.
                  Attorney at Law
                  315 Calle Del Norte, Suite 207
                  Laredo, TX 78041
                  Tel: (956) 796-0330
                  Fax: (956) 796-0399
                  Email: acampero@cblawfirm.net

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

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

According to the schedules, the Company has assets of at least
$1,803,204, and total debts of $760,231.

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

            http://bankrupt.com/misc/txsb09-50282.pdf

The petition was signed by Ricardo Almanza, president of the
Company.


INSTANT WEB: S&P Withdraws 'CCC' Corporate Credit Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Instant
Web Inc., per the issuer's request.

                           Ratings List

                             Withdrawn

                         Instant Web Inc.

                                   To        From
                                   --        ----
       Corporate Credit Rating     NR        CCC/Negative/--
       Secured First Lien          NR        CCC
         Recovery Rating           NR        4
       Secured Second Lien         NR        CC
         Recovery Rating           NR        6

                         IWCO Direct Inc.

                                        To        From
                                        --        ----
            Secured Loan                NR        CC
             Recovery Rating            NR        6

                          NR -- Not rated.


IRVINE SENSORS: Issues 15,000 Shares to Financial Advisor
---------------------------------------------------------
Irvine Sensors Corporation issued 15,000 shares of common stock on
August 19, 2009, to an accredited investor, a financial advisory
and investment banking firm that the Company had engaged to assist
it to raise additional capital and to provide financial advisory
services.

The Company also issued (i) 25,000 shares of common stock to an
accredited institutional investor upon such investor's conversion
on June 3, 2009 of $10,000 of the stated value of the Series A-1
10% Cumulative Convertible Preferred Stock of the Company, (ii)
350,000 shares of common stock to two accredited institutional
investors upon such investors' conversion on September 14, 2009 of
$140,000 of the stated value of the Series A-1 Stock of the
Company, (iii) 450,000 shares of common stock to the same two
accredited institutional investors upon such investors' conversion
on September 15, 2009 of $180,000 of the stated value of the
Series A-1 Stock of the Company, (iv) 350,000 shares of common
stock to the same two accredited institutional investors upon such
investors' conversion on September 16, 2009 of $140,000 of the
stated value of the Series A-1 Stock of the Company, and (v)
500,000 shares of common stock to an accredited institutional
investor upon such investor's conversion on September 17, 2009 of
$200,000 of the stated value of the Series A-1 Stock of the
Company.

As a result of the issuances on September 15, 2009, the Company
has issued more than 5% of its outstanding shares of common stock
in unregistered transactions in the aggregate since the last
periodic report that it filed with the Securities and Exchange
Commission.  The sales of shares of common stock have been
determined to be exempt from registration under the Securities Act
of 1933 in reliance on Section 4(2) of the Securities Act and Rule
506 of Regulation D promulgated thereunder, as transactions by an
issuer not involving a public offering.  Each investor has
represented that it is an accredited investor, as that term is
defined in Regulation D, and that it has acquired the securities
for investment purposes only and not with a view to or for sale in
connection with any distribution thereof.

                       About Irvine Sensors

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

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IRVINE SENSORS: Receives Nasdaq Notice Regarding Minimum Bid Price
------------------------------------------------------------------
Irvine Sensors Corporation received a written notice from the
Listing Qualifications department of The Nasdaq Stock Market on
September 15, 2009, indicating that the Company is not in
compliance with the $1.00 minimum bid price requirement for
continued listing set forth in Nasdaq Marketplace Rule 5550(a)(2).

The Nasdaq notice indicated that, in accordance with Nasdaq
Marketplace Rule 5810(c)(3)(A), the Company will be provided 180
calendar days, or until March 15, 2010, to regain compliance.  If,
at any time before March 15, 2010, the bid price of the Company's
common stock closes at $1.00 per share or more for a minimum of
ten consecutive business days, Nasdaq Staff will provide the
Company with written notification that it has achieved compliance
with Rule 5550(a)(2).

If the Company does not regain compliance with Rule 5550(a)(2)
prior to March 15, 2010, Nasdaq Staff will provide the Company
with written notification that its securities are subject to
delisting from The Nasdaq Capital Market.  At that time, the
Company may appeal the delisting determination to a Hearing's
Panel.

Alternatively, if the Company fails to regain compliance with Rule
5550(a)(2) prior to March 15, 2010, but meets all of the other
applicable standards for initial listing on the Nasdaq Capital
Market, with the exception of the minimum bid price, then the
Company will have an additional 180 calendar days to regain
compliance with Rule 5550(a)(2).

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

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IRWIN UNION BANK B&T: Closed; First Financial Assumes Deposits
--------------------------------------------------------------
Federal and state regulators on Sept. 18 closed Irwin Union Bank,
F.S.B., Louisville, Kentucky, and Irwin Union Bank and Trust
Company, Columbus, Indiana, respectively.  The institutions are
banking subsidiaries of Irwin Financial Corporation, Columbus,
Indiana.  The regulators immediately named the Federal Deposit
Insurance Corporation (FDIC) as the receiver for the banks.  To
protect depositors, the FDIC entered into a purchase and
assumption agreement with First Financial Bank, National
Association, Hamilton, Ohio, to assume all of the deposits of the
two banks.

Irwin Union Bank and Trust Company, Columbus, Indiana, was closed
by the Indiana Department of Financial Institutions.  As of August
31, 2009, it had total assets of $2.7 billion and total deposits
of approximately $2.1 billion.  Irwin Union Bank, F.S.B.,
Louisville, Kentucky, was closed by the Office of Thrift
Supervision.  As of August 31, 2009, it had total assets of $493
million and total deposits of approximately $441 million.

Irwin Union B&T Company and Irwin Union Bank, F.S.B. had 27
locations between them and will reopen during their normal
business hours beginning Saturday as branches of First Financial
Bank. Depositors of the failed institutions will automatically
become depositors of First Financial Bank. Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage. All customers should continue to use their
existing branches until First Financial Bank can fully integrate
the deposit records of the two institutions.

Depositors of Irwin Union B&T Company and Irwin Union Bank, F.S.B.
can access their money by writing checks or using ATM or debit
cards.  Checks drawn on the institutions will continue to be
processed.  Loan customers should continue to make their payments
as usual.

First Financial Bank will pay the FDIC a premium of 1% to assume
all of the deposits of Irwin Union B&T Company and 0% for those of
Irwin Union Bank, F.S.B. In addition to assuming all of the
deposits of the failed institutions, First Financial Bank agreed
to purchase essentially all of their assets.

The FDIC and First Financial Bank entered into a loss-share
transaction on approximately $2.5 billion of the assets of Irwin
Union B&T Company and Irwin Union Bank, F.S.B. First Financial
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.  For more information on loss-
share transactions, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers of the two institutions who have questions about the
transaction can call the FDIC toll-free at 1-800-528-4893, or they
can visit the FDIC's Web site for Irwin Union B&T Company at
http://www.fdic.gov/bank/individual/failed/irwin-in.htmlor for
Irwin Union Bank, F.S.B. at
http://www.fdic.gov/bank/individual/failed/irwin-ky.html

The FDIC estimates that the cost to the Deposit Insurance Fund for
both institutions will be $850 million.  First Financial Bank's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  The failure of the
two institutions brings the nation's total number this year to 94.
This was the first failure of the year in Indiana and Kentucky.
The last FDIC-insured institutions closed in the respective states
were The Rushville National Bank, Rushville, Indiana, on December
18, 1992, and Future Federal Savings Bank, Louisville, Kentucky,
on August 30, 1991.


IRWIN UNION BANK FSB: Closed; First Financial Assumes Deposits
--------------------------------------------------------------
Federal and state regulators on Sept. 18 closed Irwin Union Bank,
F.S.B., Louisville, Kentucky, and Irwin Union Bank and Trust
Company, Columbus, Indiana, respectively.  The institutions are
banking subsidiaries of Irwin Financial Corporation, Columbus,
Indiana.  The regulators immediately named the Federal Deposit
Insurance Corporation (FDIC) as the receiver for the banks.  To
protect depositors, the FDIC entered into a purchase and
assumption agreement with First Financial Bank, National
Association, Hamilton, Ohio, to assume all of the deposits of the
two banks.

Irwin Union Bank and Trust Company, Columbus, Indiana, was closed
by the Indiana Department of Financial Institutions.  As of
August 31, 2009, it had total assets of $2.7 billion and total
deposits of approximately $2.1 billion.  Irwin Union Bank, F.S.B.,
Louisville, Kentucky, was closed by the Office of Thrift
Supervision.  As of August 31, 2009, it had total assets of $493
million and total deposits of approximately $441 million.

Irwin Union B&T Company and Irwin Union Bank, F.S.B. had 27
locations between them and will reopen during their normal
business hours beginning Saturday as branches of First Financial
Bank. Depositors of the failed institutions will automatically
become depositors of First Financial Bank. Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship to retain their deposit
insurance coverage. All customers should continue to use their
existing branches until First Financial Bank can fully integrate
the deposit records of the two institutions.

Depositors of Irwin Union B&T Company and Irwin Union Bank, F.S.B.
can access their money by writing checks or using ATM or debit
cards. Checks drawn on the institutions will continue to be
processed. Loan customers should continue to make their payments
as usual.

First Financial Bank will pay the FDIC a premium of one percent to
assume all of the deposits of Irwin Union B&T Company and zero
percent for those of Irwin Union Bank, F.S.B. In addition to
assuming all of the deposits of the failed institutions, First
Financial Bank agreed to purchase essentially all of their assets.

The FDIC and First Financial Bank entered into a loss-share
transaction on approximately $2.5 billion of the assets of Irwin
Union B&T Company and Irwin Union Bank, F.S.B. First Financial
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector. The agreement also is expected to minimize
disruptions for loan customers. For more information on loss-share
transactions, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers of the two institutions who have questions about the
transaction can call the FDIC toll-free at 1-800-528-4893, or they
can visit the FDIC's Web site for Irwin Union B&T Company at
http://www.fdic.gov/bank/individual/failed/irwin-in.htmlor for
Irwin Union Bank, F.S.B. at
http://www.fdic.gov/bank/individual/failed/irwin-ky.html

The FDIC estimates that the cost to the Deposit Insurance Fund for
both institutions will be $850 million.  First Financial Bank's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  The failure of the
two institutions brings the nation's total number this year to 94.
This was the first failure of the year in Indiana and Kentucky.
The last FDIC-insured institutions closed in the respective states
were The Rushville National Bank, Rushville, Indiana, on December
18, 1992, and Future Federal Savings Bank, Louisville, Kentucky,
on August 30, 1991.


IVIVI TECHNOLOGIES: Emigrant Forbearance Pact May Expire Today
--------------------------------------------------------------
Ivivi Technologies, Inc. entered into a Forbearance Agreement
dated August 31, 2009 with Emigrant Capital Corp.  The Lender
agreed to forbear, through September 14, 2009, from requiring the
Company to repay the principal and interest due under the
Convertible Promissory Note in the principal amount of
$2.5 million.

On September 14, 2009, the Company and the Lender amended the
terms of the Forbearance Agreement to extend the forbearance
period through September 16, 2009 and on September 16, 2009, the
Company and the Lender amended the terms of the Forbearance
Agreement to further extend the forbearance period through
September 21, 2009.

The Forbearance Agreement also provided for an increase in the
interest rate under the Note to the lesser of (i) 18% or (ii) the
maximum rate permitted by law during the forbearance period.  The
Lender agreed to the forbearance in order to provide the Company
with the ability to continue (i) negotiating the previously
announced potential transaction with Ajax Capital, LLC, an entity
owned by Steven Gluckstern, the Company's Chairman, President,
Chief Executive Officer and Chief Financial Officer, and (ii)
solicit other proposals.

In a Sept. 11 filing with the Securities and Exchange Commission,
Ivivi said, "Although the Company expects to continue discussing
further extensions of the repayment of the loan with the Lender as
needed to complete a transaction, the Company may not be able to
successfully enter into such extensions as needed.  In the event
the Company does not successfully negotiate with the Lender, the
Company will not be able to meet its obligations under the Note
and the Lender will have the right to foreclose under the Note,
which is secured by all of the Company's assets.  In such an
event, the Company would have to cease its operations or seek
alternatives, including filing for bankruptcy protection.  In
addition, there can be no assurance that the Company will be able
to complete a transaction with Ajax or any other potential
acquirer or investor.

                     About Ivivi Technologies

Based in Montvale, New Jersey, Ivivi Technologies, Inc. is a
medical technology company focusing on designing, developing and
commercializing its proprietary electrotherapeutic technology
platform, with a primary focus on developing treatments for
cardiovascular disease.


JUVENAL GARCIA: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Juvenal G. Garcia
        9807 West 57th Street
        Countryside, IL 60525

Bankruptcy Case No.: 09-34462

Chapter 11 Petition Date: September 17, 2009

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Steven S. Potts, Esq.
                  Attorney at Law
                  2349 Walters Avenue
                  Northbrook, IL 60062
                  Tel: (847) 291-6823
                  Fax: (847) 291-6823
                  Email: otispott@comcast.net

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

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

A list of the Company's 10 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/ilnb09-34462.pdf

The petition was signed by Juvenal G. Garcia.


KARL JOHN REINKE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Karl John Reinke
        923 N. 76th Street
        Seattle, WA 98103

Bankruptcy Case No.: 09-19609

Chapter 11 Petition Date: September 17, 2009

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

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.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
$1,372,695, and total debts of $1,435,976.

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

            http://bankrupt.com/misc/wawb09-19609.pdf

The petition was signed by Mr. Reinke.


KIRK CORP: Opposes JPMorgan's Proposal to Fund Liquidation
----------------------------------------------------------
Chicago Tribune reports that Kirk Corp. is opposing JPMorgan
Chase's offer to fund its liquidation, saying that a restructuring
is a better option.

According to Chicago Tribune, Kirk President and CEO John Carroll
said that JPMorgan Chase told the Company that it suspended its
revolving credit line, leading to talks of liquidation between the
two parties.

Citing Mr. Carroll, Chicago Tribune relates that JPMorgan Chase
said that it would continue to pay the costs associated with
finishing the homes already under construction and would pay
workers during the wind-down process and give them severance.  Mr.
Carroll, Chicago Tribune states, claimed that JPMorgan Chase
offered him a $250,000 to $300,000 commission to supervise the
liquidation of the Company, but he declined the offer.

Kirk Homes, an industry leader in sustainable development
initiatives and preservation of open space, is currently building
communities in Bolingbrook, Hoffman Estates, Lakemoor, and
Woodstock.  Kirk Corporation is based in Streamwood, Illinois.

Kirk voluntarily filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the Northern District of Illinois.


KMART CORP: Ex-CEO's Lawyers Try to Block $13MM Fine
----------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that former Kmart
Corp. CEO Charles Conaway's lawyers have made a final appeal to
get their client spared from a $13 million fine being sought by
federal regulators.

According to Dow Jones, the U.S. Securities and Exchange
Commission initially sought a more than $20 million fine but has
reduced that amount.  As reported by the TCR on September 18,
2009, the SEC's lawyer Alan Lieberman, told U.S. Magistrate Judge
Steven Pepe that Mr. Conaway should pay a fine of $24 million for
misleading shareholders in the months before the Company's
bankruptcy filing in 2002.  Dow Jones relates that the SEC wants
Mr. Conaway to repay a loan forgiven by the Company, a fine and
interest in what it calls ill-gotten gains won as the Company went
into bankruptcy.

Dow Jones relates that Scott Lassar, Mr. Conaway's lawyer, claimed
that the SEC was trying to destroy his client with penalties far
beyond those legally allowed, as the maximum fine allowed is
$60,000.

Dow Jones says that the SEC is seeking a penalty equal to the
amount Mr. Conaway received rather than the base penalty of
$120,000 stated in the law.  The SEC also wants to prevent Mr.
Conaway from serving as an officer or director of a public
company, according to the report.

The court is expected to make a ruling in October, Dow Jones
reports.

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.


KMEA PARTNERS L.P.: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: KMEA Partners, L.P.
        2100 NASA Parkway, Suite 201
        Seabrook, TX 77586

Bankruptcy Case No.: 09-80413

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Silver Lion, Inc.                                  09-80414

Chapter 11 Petition Date: September 17, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

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
$1,249,904 and total debts of $1,268,746.

The Debtor identified Thomas J. Coffman with a deed of trust debt
claim for $153,346 (Value: $34,600) as its largest unsecured
creditor. A full-text copy of the Debtor's petition, including a
list of its largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/txsb09-80413.pdf

The petition was signed by James D. Butcher, manager of the
Company.


LANG HOLDINGS: Sun Capital-Led Auction on September 29
------------------------------------------------------
Lang Holdings Inc. will hold an auction on Sept. 29 to learn if
there are any better offers for the business, Bill Rochelle at
Bloomberg News reports.  Competing bids are due Sept. 23.  The
sale-approval hearing will take place Sept. 30.

Absent higher and better bids, affiliates of Sun Capital Partners
Inc. and Catterton Partners will buy the business in exchange for
some of their secured prepetition debt.

Land Holding's debt includes $6.1 million on a term loan and
$12.8 million owing on a revolving credit.

Sun Lang Finance LLC purchased the secured debt before the
filing and is offering $16 million in secured loans for the
reorganization.  The terms of the DIP loan require filing a motion
within 30 days to set up auction and sale procedures.  The auction
must take place within 85 days, and the sale must be completed
inside 89 days.

Lang Holdings Inc. is a supplier of calendars, greeting cards,
stationery and back-to-school supplies.  Lang Holdings includes a
number of brands which are some of the most well known in the
gift, specialty and mass merchandiser markets, including LANG,
Avalanche Publishing and Turner Licensing.

Headquartered in Delafield, Wisconsin, Lang Holdings is owned by
private equity firm Catterton Partners.  The Company was acquired
in 2003 by Catterton, who also owned Archway Cookies prior to its
bankruptcy filing in 2008.

The Company filed for Chapter 11 on July 16, 2009 (Bankr. D. Del.
Case No. 09-12543).  The petition said assets are more than
$50 million while debt is less than $50 million.


LAS VEGAS SANDS: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 84.20 cents-
on-the-dollar during the week ended Sept. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 6.01 percentage
points from the previous week, The Journal relates.  The loan
matures on May 1, 2014.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

Meanwhile, participations in a syndicated loan under which
Venetian Macau US Finance Co. LLC is a borrower traded in the
secondary market at 94.69 cents-on-the-dollar during the week
ended Sept. 18, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 1.72 percentage points from the previous week, The
Journal relates.  The loan matures on May 25, 2013.  The Company
pays 550 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is also one of the biggest gainers and losers
among widely quoted syndicated loans in secondary trading in the
week ended Sept. 18, among the 135 loans with five or more bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

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

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LEAP WIRELESS: Harbinger Discloses 5.7% Equity Stake
----------------------------------------------------
Philip Falcone's Harbinger funds in New York disclosed holding in
the aggregate 4,451,100 shares or roughly 5.7% of the common stock
of Leap Wireless International, Inc.:

                              Aggregate Amount
                              Beneficially Owned  Percentage
                              ------------------  ----------
Harbinger Capital Partners             2,633,850      3.4%
  Master Fund I, Ltd.

Harbinger Capital Partners LLC         2,633,850      3.4%

Harbinger Capital Partners
  Special Situations Fund, L.P.        1,817,250      2.3%

Harbinger Capital Partners
  Special Situations GP, LLC           1,817,250      2.3%

Harbinger Holdings, LLC                4,451,100      5.7%

Philip Falcone                         4,451,100      5.7%

Mr. Falcone said in a regulatory filing no borrowed funds were
used to purchase the Shares, other than any borrowed funds used
for working capital purposes in the ordinary course of business.

Mr. Falcone also disclosed that between July 29 and August 17,
2009, Master Fund I unloaded 2,110,400 Leap shares in four
separate deals.  Master Fund sold the shares at $25.40 a share on
July 29, and at $19.99 apiece on September 17.  In addition,
Special Situations Fund sold 922,500 in four separate deals
between July 29 and August 17, at $25.40 a share on July 29, and
at $19.99 apiece on September 17.

                        About Leap Wireless

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: MHR Entities Disclose 20.1% Equity Stake
-------------------------------------------------------
MHR Capital Partners Master Account LP, MHR Capital Partners (100)
LP, MHR Institutional Partners II LP, MHR Institutional Partners
IIA LP and MHR Institutional Partners III LP disclosed holding in
the aggregate 15,585,846 shares or roughly 20.1% of Leap Wireless
International, Inc. common stock as of September 4, 2009.

Leap and the MHR entities entered into an Amended and Restated
Registration Rights Agreement on September 3, 2009.  The parties
amended and restated the Registration Rights Agreement, dated as
of August 16, 2004, as amended, between Leap and certain of the
parties.  Each of these parties is a shareholder of Leap and an
affiliate of Mark H. Rachesky, M.D., Chairman of Leap's Board of
Directors.

Leap entered into the Amended Agreement with the parties as
consideration for their waiver of certain registration rights in
connection with Leap's underwritten public offering of common
stock in the second quarter of 2009.  The Amended Agreement, among
other things, revises the definition of "Additional Holder" to
include affiliates of any "Holder" under the agreement, amends the
definition of "Registrable Securities" to include shares of Leap
common stock held by any Holder now or from to time in the future,
and requires Leap, no later than December 2, 2009 and thereafter
upon request, to register with the SEC additional Registrable
Securities held or acquired by the Holders.

                        About Leap Wireless

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAR CORP: Bank Debt Trades at 14.5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Lear Corporation
is a borrower traded in the secondary market at 85.50 cents-on-
the-dollar during the week ended Sept. 18, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.88 percentage points
from the previous week, The Journal relates.  The loan matures on
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Sept. 18, among the 135 loans with five or more
bids.

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

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

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

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

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


LEAR CORP: Court Approves Amended Disclosure Statement
------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York has approved Lear Corporation and
its 23 debtor affiliates' Revised First Amended Disclosure
Statement at a hearing held September 18, 2009, subject to
certain revisions.

Judge Gropper held that the Disclosure Statement complies with
all aspects of Section 1125 of the Bankruptcy Code and contains
adequate information that would enable holders of claims and
interests to make an informed decision about whether to vote to
accept or reject the Plan.

All objections to the approval of the Disclosure Statement that
were not withdrawn or resolved at or prior to the hearing to
consider approval of the Disclosure Statement are overruled, the
Court said.

Prior to the Court's entry of its order approving the Disclosure
statement, the Debtors filed a brief in support of their request
and sought the Court's approval to commence solicitation of the
Plan and proceed toward emergence from Chapter 11 on an expedited
basis.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
explained that the since commencing the Chapter 11 Cases on the
Petition Date, the Debtors have worked diligently to provide
substantial information regarding their businesses to parties-in-
interest, to negotiate the final form of the Plan and the
Disclosure Statement and to lay the groundwork necessary for a
prompt exit from bankruptcy.  Through these diligent efforts, the
Debtors have been able to negotiate and obtain substantial
consensus regarding the Plan and the Disclosure Statement among
their most important creditor constituents in the Chapter 11
Cases, he said.

Noting that the Debtors received only one formal objection to the
Disclosure Statement, Mr. Kieselstein pointed out that the Plan
and the Disclosure Statement are supported by the Official
Committee of Unsecured creditors and over a majority of the
Debtors' future owners, their prepetition secured lenders and
noteholders.  In light of the potential of excess liquidity at
emergence, he said, and consistent with the Plan Term Sheet, the
Debtors and their prepetition secured lenders and noteholders
party to the Plan Support Agreements further refined the effect
of the excess cash on creditor distributions and the trigger
price of warrants to be issued under the Plan.

The Debtors submitted with the Court a Revised Proposed
Disclosure Statement Order and Related Exhibits on September 15,
2009.

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

           Revised 1st Amended Disclosure Statement
                      and Chap. 11 Plan

One day prior to the September 18 Disclosure Statement Hearing
Date, the Debtors' delivered their Revised First Amended
Disclosure Statement to the Court.

The Revised 1st Amended Plan provides that Other General
Unsecured Claims Warrants will be issued to Holders of Allowed
Other General Secured Claims.  Other General Unsecured Claims
Warrants may be exercised at a price of $0.01 per warrant at any
time during the period (a) commencing on the Business Day
following a period of 30 consecutive trading days during which
the market price per share of New Common Stock on at least 20 of
the trading days within the period is equal to or greater than
the Trigger Price;  and (b) ending on the fifth anniversary of
the Effective Date.  The Trigger Price will be determined without
giving pro forma effect to any Excess Cash Paydown.  Assuming 45
million diluted shares of New Common Stock as of the Effective
Date, based on the shares of New Common Stock issued under the
Plan and treating $500 million of Series A Preferred Stock on an
as-converted basis, Other General Unsecured Claims Warrants for
approximately 7.94 million shares would be issued, and the
Trigger Price would be $40.71 per share.

Neither the Plan nor the Confirmation Order will release,
discharge or exculpate the Debtors, the Reorganized Debtors or
any third party from any debt owed to the Debtors' qualified
pension plans or the Pension Benefit Guaranty Corporation under
the Employee Retirement Income Security Act of 1974 or the
Internal Revenue Code or enjoin or prevent the qualified pension
plans and the Pension Benefit Guaranty Corporation from
collecting any liability from a liable party.

Moreover, the Revised 1st Amended Plan provides that the Debtors
and the Reorganized Debtors will assume the ACE Insurance Program
on the Effective Date and will cure the ACE-Related Cure in
accordance with the Plan; provided, however, that the Reorganized
Debtors will remain liable for any Claim under the ACE Insurance
Program that becomes liquidated, or is due and owing, after the
time of assumption and will pay that Claim in the ordinary course
of business.

As of the Effective Date, the Reorganized Debtors are bound by
the terms of the ACE Insurance Program and will be liable for all
of the Debtors' obligations and liabilities under the ACE
Insurance Program including, without limitation, the ACE-Related
Cure and the duty to continue to provide collateral and security
as required by the ACE Insurance Program.

The Claims of ACE Companies pursuant to the ACE Insurance Program
arising after the Petition Date will be Administrative Claims
that (a) are Allowed; provided that nothing limits the ability of
any applicable Debtor or Reorganized Debtor to contest any
Administrative Claim on any basis provided for under the ACE
Insurance Program, applicable law or any other valid grounds and
(b) the ACE Companies' Administrative Claims that are not
contested, will be due and payable in the ordinary course of
business by the Debtors pursuant to the ACE Insurance Program,
and the ACE Companies will not be required to file or serve a
request for payment of that Administrative Claims and will not be
subject to any bar date or similar deadline.

Nothing in the Plan, the Confirmation Order, any exhibit to the
Plan or any other Plan document will (a) have the effect of
impairing ACE Companies' legal, equitable or contractual rights
and defenses with respect to the ACE Insurance Program, in any
respect, including without limitation, the ACE Companies' rights
of recoupment, set-off, rescission, contribution and subrogation
and the rights of ACE Companies to contest or litigate with any
party the existence, primacy or scope of available coverage under
any alleged applicable policy; (b) alters the rights and
obligations of the ACE Companies, the Debtors under the ACE
Insurance Program and applicable non-bankruptcy law; or (c)
discharges, releases or relieves the Debtors from any obligations
or liabilities due and owing to the ACE Companies under the ACE
Insurance Program; provided that, to the extent the Debtors'
obligations to any third party are released, relieved or
discharged under the Plan or otherwise, the Debtors will not
maintain any liability on account of those obligations to any
party other than to the ACE Companies with respect to the
Debtors' obligations under the ACE Insurance Program.

      Further Revised 1st Amended Disclosure Statement

Following the Court's Disclosure Statement approval on Sept. 18,
the Debtors filed a further revised First Amended Disclosure
Statement reflecting the Court's requested revisions.

The Debtors deleted a provision which provides that any claim or
interest that has been paid or satisfied, or any claim or
interest that has been amended or superseded, may be adjusted or
expunged on the Claims Register by the Reorganized Debtors.

Moreover, the further revised First Amended Disclosure Statement
and Plan provides, among other things, that:

  * The Debtors' Prepetition Credit Agreement Lenders maintain
    Claims of approximately $2.3 billion.  For purposes of the
    Plan, the Secured Claims of the Debtors' Prepetition Credit
    Agreement Lenders are $1.6 billion.  The remainder of the
    Prepetition Credit Agreement Lenders' Claims --
    Approximately $737 million -- are unsecured deficiency
    Claims and classified as Class 5A Claims.  In addition to
    the Prepetition Credit Agreement's unsecured deficiency
    Claims of approximately $737 million, the estimated amount
    of Class 5A Claims consists of approximately $1.3 billion of
    Claims of the holders of the Debtors' Unsecured Notes.

  * On August 25, 2009, the Bankruptcy Court entered an order
    authorizing the Debtors to retain and employ Miller Buckfire
    & Co., LLC as investment banker and financial advisor for
    the Debtors.  Pursuant to this order and Miller Buckfire &
    Co., LLC's engagement letter, the Bankruptcy Court approved
    a restructuring fee of approximately $10.9 million -- a
    portion of which was paid prepetition -- and a fixed monthly
    fees of $250,000.  In the event that the Plan is
    consummated, Miller Buckfire & Co., LLC may receive the
    remaining unpaid amount of the restructuring fee.

  * Class 3A-Prepetition Credit Agreement Secured Claims will
    receive its Pro Rata share of the Prepetition Credit
    Agreement Secured Claims Distribution, which is comprised
    of: (a) $600 million of second lien new term loans issued as
    of the Effective Date (subject to prepayment on account of
    the Excess Cash Paydown); (b) all shares of series A
    preferred stock with a stated value of $500 million as of
    the Effective Date (subject to redemption on account of the
    Excess Cash Paydown); and (c) 35.5% of the newly-issued
    common stock of Reorganized Lear Corporation issued and
    outstanding on the Effective Date (subject to dilution from
    the Series A Preferred Stock, the Other General Unsecured
    Claims Warrants and the Management Equity Plan).

  * Class 5A-Other General Unsecured Claims will receive its Pro
    Rata share of the Other General Unsecured Claims
    Distribution, which is comprised of: (a) 64.5% of the newly-
    Issued common stock of Reorganized Lear Corporation issued
    and outstanding on the Effective Date (subject to dilution
    from the Series A Preferred Stock, the Other General
    Unsecured Claims Warrants the Management Equity Plan and, in
    the event they are issued, the DIP Facility-related
    warrants); and (b) warrants to acquire shares of the newly-
    issued common stock of Reorganized Lear Corporation
    representing 15% of Reorganized Lear Corporation's fully-
    diluted New Common Stock as of the Effective Date (subject
    to dilution from the Management Equity Plan).

To address The Chamberlain Group's Disclosure Statement
objection, the provisions under "Potential Impact of Certain
Litigation" was revised to include "Prepetition Litigation" and
"Adversary Proceeding."

A. Prepetition Litigation

The Prepetition Litigation provision discloses that The
Chamberlain Group filed a patent infringement lawsuit in
connection with the marketing of the Debtors' universal garage
door opener system under the trade name Car2U(R), which competes
with a product offered by Johnson Controls Inc. and Johnson
Controls Interiors LLC.  JCI obtained technology from Chamberlain
to operate its product.

Chamberlain and JCI seek a declaration that the Debtors infringe
Chamberlain's patents and a permanent injunction order enjoining
the Debtors from making, selling or attempting to sell the
Car2U(R) transmitter which, they allege, infringe Chamberlain's
patents, as well as compensatory damages, treble damages,
prejudgment interest and attorney fees and costs.  On April 25,
2007, the court granted GM's motion to intervene, entered a
preliminary injunction order enjoining sales of the Car2U(R)
transmitter but exempting the Debtors' existing GM programs.  On
August 12, 2008, a new patent was issued to Chamberlain relating
to the same technology and having the same specification as the
patents disputed in the lawsuit.  JCI believes that the new
patent has broader claims than the patents previously at issue in
the Chamberlain Litigation.  The Debtors disagree.  On August 19,
2008, Chamberlain and JCI filed a second amended complaint
against the Debtors alleging patent infringement with respect to
the new patent and seeking a permanent injunction, compensatory
damages, treble damages, prejudgment interest and attorneys
fees and costs.  On June 26, 2009, JCI moved for summary judgment
on the issue of infringement of two of the patents under the
Federal Circuit's claim construction.

The Debtors note that they will oppose JCI's motions for summary
judgment.

B. Adversary Proceeding

On August 19, 2009, Chamberlain and JCI commenced an adversary
proceeding against Lear in the Chapter 11 Cases styled The
Chamberlain Group, Inc. and Johnson Controls Interiors, LLC v.
Lear Corporation, Case No. 09-01441 (ALG).  JCI and Chamberlain
intent to vigorously prosecute their claims and believe they are
supported by the evidence.

On September 3, 2009, Lear filed a motion to dismiss or abstain
from the Adversary Complaint.  The motion to dismiss or abstain
was heard on September 18, 2009.  The court indicated on the
record that one of those forms of relief would be granted, and
indicated that the court would hear a motion to modify the
automatic stay on short notice with respect to the Patent
Litigation.

If the Patent Litigation results in a judgment for an Allowed
Administrative Claim of more than $10 million and that judgment
is not vacated, discharged, stayed or bonded pending appeal
within 45 days from the entry of the judgment, it may constitute
an Event of Default under the Debtors' DIP Facility, provided
that the Debtors' DIP Facility is still in place at that time or
an Event of Default under the Debtors' Exit Facility if the DIP
Facility is converted into the Exit Facility prior to the entry
of the judgment.  However, the Debtors do not anticipate
converting the DIP Facility into the Exit Facility.

A full-text copy of the Further Revised 1st Amended Plan and
Disclosure Statement filed September 18, 2009, is available for
free at http://bankrupt.com/misc/Lear_Sep18DS.pdf

              November 5 Confirmation Hearing

The Voting Deadline will be 5:00 p.m. prevailing Eastern Time on
October 26, 2009.

The hearing to consider confirmation of the Revised First Amended
Plan will commence on November 5, 2009, at 10:00 a.m., prevailing
Eastern Time.

The Plan Objection Deadline will be 4:00 p.m., prevailing Eastern
Time, on October 26, 2009.

Any objections to the Plan must be filed by the Plan Objection
Deadline and must:

  (a) be in writing;

  (b) conform to the Bankruptcy Rules and the Local Bankruptcy
      Rules;

  (c) state the name and address of the objecting party and the
      amount and nature of the Claim or Interest of the Entity;

  (d) state with particularity the basis and nature of any
      objection to the Plan and, if practicable, a proposed
      modification to the Plan that would resolve that
      objection; and

  (e) be filed, contemporaneously with a proof of service, with
      the Court and served so that it is actually received by
      the notice parties identified in the Confirmation Hearing
      Notice no later than the Plan Objection Deadline.

                          About Lear Corp

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

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

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

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

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


LEAR CORP: Wants to Compel Payment of $1.6 Mil. Tax Refund
----------------------------------------------------------
The Debtors ask the Court to determine that they are entitled to
a $1,585,041 net tax refund plus interest whether provided
pursuant to statute or Treasury policy or regulation from the
Treasury, for amounts overpaid by the Debtors for the 2004
through 2007 tax years.

In 1975, the Michigan legislature established the Michigan Single
Business Tax, which replaced seven existing taxes on business
income, property, inventories and other items.  As a valued-added
tax, the SBT uses, instead of the net business profits, the value
firms added to products by companies as the tax base.  Taxpayers
subject to the SBT, like the Debtors, use taxable business income
as a starting point in calculating their tax base for SBT
purposes, and then factor in labor and certain capital inputs to
arrive at their final SBT liability.

Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York,
relates that during the 2004 tax year, the Debtors incurred
substantial expenditures that constituted research and
experimental expenditures under Section 174 of the Internal
Revenue Code of 1986, as amended.  For federal income tax
purposes, Section 59(e) of the Internal Revenue Code permits the
Debtors the choice of either amortizing R&E Expenses over a
period of 10 years using a straight-line method or deducting all
R&E Expenses in the year incurred.

Mr. Kieselstein relates that as noted in the Debtors' Section
59(e) election statement attached to their federal tax return,
the Debtors chose to amortize R&E Expenses incurred in 2004 over
10 years instead of deducting them all in their 2004 tax return.
Likewise, in their original Michigan SBT returns for each of
those years, the Debtors deducted their 2004 R&E Expenses using
the same ten-year straight-line amortization method, he adds.

After consultation with their professional advisors, members of
the Michigan tax bar, and their customers and competitors in the
automotive industry, the Debtors concluded that they had
overlooked their ability to fully deduct their 2004 R&E Expenses
in the year incurred, rather than amortizing the deductions over
the subsequent ten-year period.  By not taking the full
deduction, the Debtors believe they incurred a greater SBT
liability.  On May 29, 2009, in an effort to obtain a refund for
certain of this tax liability, the Debtors filed amended SBT tax
returns for each of the 2004 through 2007 tax years requesting a
tax refund.

In their amended 2004 SBT tax return, the Debtors computed their
business income by deducting all R&E Expenses in 2004.  The
Debtors included schedules with each of their SBT returns for the
2004 through 2007 tax years that reconciled the difference
between the Debtors' treatment of R&E Expenses in the Debtors'
Federal Form US-1120 and their amended SBT returns.

Mr. Kieselstein notes that the amendments to the 2004 SBT return
reduced the Debtors' business income from approximately $243
million to $48 million, resulting in a tax refund for 2004 of
approximately $1.7 million.  The refund resulted from two
principal changes to the Debtors' computation of business income:

  (i) Instead of using the $243 million that had appeared as
      federal taxable income on the Debtors' federal income tax
      return as their business income for SBT purposes, the
      Debtors deducted, solely for SBT purposes, $205 million in
      2004 R&E Expenses from their SBT business income.

(ii) The Debtors "added back" to their 2004 business income for
      SBT purposes the $10.25 million amortized portion of R&E
      Expenses originally deducted from federal taxable income
      under the straight-line depreciation method pursuant to
      Section 59(e) of the Internal Revenue Code.

Adjustment of the Debtors' business income on the 2004 SBT return
also required readjustment of their business income on each of
the SBT returns for 2005 through 2007.  The Debtors' computation
of business income on each of their 2005 through 2007 SBT returns
was taken directly from the federal taxable income reported on
the Debtors' 2005 through 2007 federal tax returns for each of
those years.  Thus, the 2005 through 2007 SBT tax returns assumed
straight-line amortization of 2004 R&E Expenses pursuant to
Section 59(e) of the Internal Revenue Code over a period of 10
years.

To avoid deducting R&E Expenses more than once for SBT purposes,
the Debtors "added back" the amortized amounts of R&E Expenses
incurred in 2004 which the Debtors had deducted from their 2005
through 2007 business taxes.  For the 2005 tax year, this
resulted in an increase in business income from approximately
$5 million to approximately $25 million and additional tax
liability of $182,130.  With respect to the 2006 through 2007 tax
years, the Debtors either utilized available credits or recognized
a tax loss for those two years, therefore, the increase in total
business income did not affect the Debtors' tax liabilities.

The Debtors assert that they are entitled to a net refund due to
overpayment of SBT tax liability for the 2004 through 2007 tax
years in the amount of $1,585,041 plus interest whether provided
pursuant to statute or Treasury policy or regulation, which
represents:

  (a) a refund of $1,767,171 for the 2004 tax year; minus
  (b) the $182,130 tax due for the 2005 tax year.

On June 30, 2009, without holding a hearing or conference with
the Debtors, the Treasury, SBT Division denied the Debtors'
request for any tax refunds.  According to the Debtors, despite
their efforts to obtain clarification for the reasons for denial
of the tax refund requests, the Treasury has provided no
substantive justification for its denial.

The Debtors find the Treasury's decision in error and seek
determination from the Court of their actual tax liability,
pursuant to Section 505 of the Bankruptcy Code, for the 2004
through 2007 tax years.  The Debtors believe they properly
calculated their business income for SBT purposes and were not
required to transpose their federal taxable income from their
federal tax return onto their SBT return.

             W. McLaughlin Supports the Request

William P. McLaughlin, vice president of Global Tax and Trade of
Lear Corporation, relates that it is his understanding that the
resolution of the Debtors' refund request in the Court avoids a
process before various Michigan administrative and judicial
bodies that may take years to resolve.  Mr. McLaughlin relates
that based on past experience, he anticipate that the Debtors'
appeal to the Hearing Division could languish before that
administrative body for a period between three to six months
before the Debtors' appeal is heard.  He adds that another three
to six months could pass before the Hearing Division issued a
decision.

"In short, a total of two and half years could pass before the
Debtors receive the refund to which they believe the overwhelming
balance of statutory and case law entitles them," Mr. McLaughlin
tells the Court.  "I therefore believe that pursuit of the refund
in this Court is the most expeditious course of action to resolve
the Debtors' right to the refund."

                          About Lear Corp

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

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

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

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

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


LEHMAN BROTHERS: NY Lawmaker Seeks Speedy Return of U.K. Assets
---------------------------------------------------------------
Gregory W. Meeks, a Democrat who represents New York's Sixth
Congressional District, has introduced a concurrent resolution
calling on the administrators of Lehman's bankruptcy in the United
States and Britain to establish an international framework to
ensure the swift return of customer claims, according to DealBook
section of The New York Times.

According to The New York Times, Mr. Meeks' measure focuses on $50
billion in hedge fund assets held at Lehman's prime brokerage unit
in London.  Concurrent resolutions are not presented to the
president and do not have the force of law, but are meant to
express the sentiments of Congress.

In July, PricewaterhouseCoopers, the joint administrators for the
liquidation of Lehman's European units, and several creditors
reached an agreement to expedite the repayment of their claims.
The U.K. High Court, however, denied PwC's request for approval of
a scheme of arrangement that would have helped expedite the
winding up of Lehman Brothers' European units.  PwC proposed to
divide more than 1,000 clients into three classes and deal with
the claims by class rather than individually.  PwC had previously
said it could take up to a decade to return assets via bilateral
agreements, instead of the proposed scheme.  PwC has appealed the
High Court ruling.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Morgan Stanley Sells $1.2-Billion Claim
--------------------------------------------------------
According to The Financial Times, Morgan Stanley has sold a
$1.2 billion claim against Lehman Brothers Holdings Inc., in a
move highlighting the booming market for trading claims and bonds
linked to the hundreds of different Lehman entities.

FT relates that the Morgan Stanley claim was linked to about
10,000 derivatives transactions to which Lehman was a
counterparty.  It was sold on to about 10 different investors,
according to people with knowledge of the trade, at a price of
38.5 per cent of face value, or $462 million.

Meanwhile, former Lehman Brothers Holdings Corp. salesman
Frederick Bowers was sentenced to probation September 16 in
Manhattan federal court for insider trading, Cary O'Reilly at
Bloomberg reported, citing Mr. Bowers' defense lawyer.

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

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

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

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

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

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEON H BARTLETT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Leon H. Bartlett, Inc.
        PO Box 390
        Merced, CA 95341

Bankruptcy Case No.: 09-92998

Chapter 11 Petition Date: September 17, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: Steven S. Altman, Esq.
                  1127 12th, St. #203
                  Modesto, CA 95354
                  Tel: (209) 521-7255

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
$8,825,129, and total debts of $5,936,432.

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/caeb09-92998.pdf

The petition was signed by Leon H. Bartlett, president of the
Company.


LEVEL 3: Bank Debt Trades at 12% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 88.15 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.40
percentage points from the previous week, The Journal relates.
The loan matures March 1, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

As reported by the Troubled Company Reporter on March 9, 2009,
Moody's Investors Service confirmed Level 3 Communications, Inc.'s
(Level 3) Caa1 corporate family rating while downgrading the
company's probability of default rating to Caa2 from Caa1 and
positioning the ratings outlook as negative.  Concurrently, the
company's SGL-2 speculative grade liquidity rating (indicating
good near-term liquidity) was affirmed, and, owing to changes in
the company's consolidated waterfall of liabilities stemming from
recent tender offer activity as well as the PDR revision, certain
ratings and loss given default assessments for individual debt
instruments were adjusted (see ratings listing below).  The rating
actions conclude a review initiated on November 24, 2008.


LEWIS EQUIPMENT: Seeks Bankruptcy Protection in Dallas
------------------------------------------------------
Lewis Equipment Co., filed for bankruptcy protection in Dallas,
Texas (Bankr. N.D. Tex. Case No. 09-45785), listing assets and
debt of $100 million to $500 million.

Lewis Equipment is a distributor of elevators and cranes used at
construction sites.  Lewis, founded in 1985, is the exclusive
North American distributor of Hercules Elevators, SunCrane modular
flat-top tower cranes, AT cranes and Zoomlion truck cranes and
crawlers, according to its Web site.


LIFEQUEST WORLD: Posts $1.2MM Net Loss in Fiscal Ended May 31
-------------------------------------------------------------
Lifequest World Corp. posted a net loss of $1,219,382 for fiscal
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 stockholders'
equity of $1,704,653.

On Sept. 14, 2009, Carver Moquist & O'Connor, LLC, in Minneapolis,
Minnesota expressed substantial doubt about Lifequest World
Corp.'s ability to continue as a going concern after it audited
the company's financial statements for 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

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.


LIVE CURRENT: Restates Annual Report for 2008, Had $9.9MM Loss
--------------------------------------------------------------
Live Current Media Inc. posted a net loss of $9,987,270 for fiscal
year ended Dec. 31, 2008, compared with a net loss of $1,962,346
for the same period in 2008.

The Company's balance sheet at Dec. 31, 2008, showed total assets
of $7,748,318, total liabilities of $5,752,726 and a stockholders'
equity of $1,995,592.

On Sept. 10, 2009, Ernst & Young LLP in Vancouver, Canada
expressed substantial doubt about its 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
pointed to the Company's recurring net losses.

The Company generated a consolidated net loss and realized a
negative cash flow from operating activities for the year ended
Dec. 31, 2008.  There is an accumulated deficit of $12,777,195 and
a working capital deficiency of $3,199,931 at Dec. 31, 2008.

The Company's ability to continue as a going-concern is dependent
on the continued financial support from its investors, the ability
of the Company to raise equity financing and the attainment of
profitable operations and further share issuances to meet the
Company's liabilities as they become payable.  The outcome of
these matters is dependant on factors outside of the Company's
control and cannot be predicted at this time.

The Company filed an amendment to its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2008.  The Company related that
it was advised by Ernst & Young, its independent registered public
accounting firm, that the audit opinion dated March 24, 2009, on
its Dec. 31, 2008, and 2007 consolidated financial statements
could no longer be relied upon.  The Company was further advised
by Ernst & Young that there were errors in the Original Financial
Statements.  Based on the foregoing, C. Geoffrey Hampson, the
Company's chief executive officer and chief financial officer,
concluded that the Original Financial Statements must no longer be
relied upon.  The primary purpose of the amendment is to disclose
the restatement of its Original Financial Statements.

The errors in the Original Financial Statements affected opening
balances as at Dec. 31, 2007, and the financial position, results
of operations and cash flows for the years ended Dec. 31, 2007,
and 2008.  Finally, the Company included amended certifications
signed by its chief executive officer and principal financial
officer.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?450b

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?450c

Based in Vancouver, British Columbia, Live Current Media Inc. fka
Communicate.com Inc -- http://www.livecurrent.com/-- builds,
owns and operates some of the most powerful and engaging content
and commerce destinations on the Internet, including
http://www.perfume.com/and http://www.cricket.com/

Through subject-specific DestinationHubs(TM), Live Current
properties connect people to each other and to the information,
brands, and products they are passionate about. Live Current has
headquarters in Vancouver, Canada with a location in Seattle, WA
and is publicly traded on the NASD OTCBB (LIVC).


LLC PREMIER GOLF MISSOURI: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: LLC Premier Golf Missouri
        10310 North Olive Avenue
        Kansas City, MO 64155

Case No.: 09-44526

Chapter 11 Petition Date: September 17, 2009

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

Debtor's Counsel: Thomas G. Stoll, Esq.
                  Dunn & Davison, LLC
                  1100 Walnut, Suite 2900
                  Kansas City, MO 64106
                  Tel: (816) 292-7600
                  Fax: (816) 292-7601
                  Email: tstoll@dunndavison.com

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

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

According to the schedules, the Company has assets of at least
$7,533,089, and total debts of $7,777,303.

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


LNR PROPERTY: Bank Debt Trades at 34% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which LNR Property
Corporation is a borrower traded in the secondary market at 66.20
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.20
percentage points from the previous week, The Journal relates.
The loan matures on July 11, 2011.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

LNR Property Corporation -- http://www.lnrproperty.com/-- is a
real estate investment and management company spun off from
homebuilding giant Lennar in 1997.  LNR owns and manages a
portfolio of real estate properties and real estate finance
investments (unrated and junk-grade commercial mortgage-backed
securities and collateralized debt obligations, high-yield
mortgage loans, and mezzanine financing).  Its LandSource
Communities Development joint venture with Lennar develops and
sells homes as well as land for residential or commercial use; it
owns Newhall Land and Farming.  LandSource declared bankruptcy in
2008, a victim of the housing downturn.  LNR is a subsidiary of
Cerberus Capital Management, which owns a 75% stake in the company
through LNR Property Holdings.

As reported by the Troubled Company Reporter on Sept. 18, 2009,
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.


LUCIA TISOC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lucia Tisoc
           aka Lucia Anolino Tisoc
        455 Marlborough Road
        Brooklyn, NY 11226

Bankruptcy Case No.: 09-48011

Chapter 11 Petition Date: September 16, 2009

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

Judge: Jerome Feller

Debtor's Counsel: David J. Doyaga, Esq.
                  Doyaga & Schaefer
                  26 Court Street, Suite 1002
                  Brooklyn, NY 11242
                  Tel: (718) 488-7500
                  Fax: (718) 488-7505
                  Email: david.doyaga@verizon.net

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

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

A full-text copy of Ms. Tisoc's petition, including a list of her
7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nyeb09-48011.pdf

The petition was signed by Ms. Tisoc.


LUNA INNOVATIONS: Receives NASDAQ Notification on Bid Price
-----------------------------------------------------------
Luna Innovations Incorporated said it has received a letter from
The NASDAQ Stock Market indicating that because the bid price of
the Company's common stock closed below the minimum $1.00 per
share threshold set forth in NASDAQ Listing Rule 5550(a)(2) for
the prior 30 consecutive business days, the Company has been
provided 180 calendar days, or until March 15, 2010, to regain
compliance with the minimum bid price requirement.  In addition,
should the Company satisfy the criteria for initial listing on The
NASDAQ Capital Market as of March 15, 2010, the Company will be
entitled to a second 180-calendar day period, through September
13, 2010, to regain compliance with the minimum bid price
requirement.  The Company will regain compliance with NASDAQ's
minimum bid price requirement if the bid price of its common stock
closes at $1.00 or higher for a minimum of 10 consecutive business
days during the compliance period.  This notice does not affect
the Company's listing on NASDAQ at this time.

On September 8, 2009, the NASDAQ Listing Qualifications Panel
determined to transfer the Company's listing to The NASDAQ Capital
Market and to continue the listing of the Company's common stock
subject to several conditions, including the Company's emergence
from Chapter 11 reorganization by December 31, 2009.

                      About Luna Innovations

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

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


LYONDELL CHEMICAL: Noteholders Seek to Force DIP Refinancing
------------------------------------------------------------
Noteholders led by the Bank of New York MELLON and Bank of New
York MELLON Trust Company, as indenture trustees, have asked the
Bankruptcy Court to compel Lyondell Chemical Co. to refinance the
secured lending package that matures Dec. 15, two weeks before
commencement of a trial where the Official Committee of Unsecured
Creditors is attempting to void the lenders' security interests
based on a theory that the 2007 leveraged buyout amounted to a
fraudulent transfer.

The Noteholders note that the debtor-in-possession financing
facility provided by senior lenders matures on December 15, 2009,
just two weeks after the single most important creditor dispute in
the Chapter 11 cases, the litigation commenced by the Creditors
Committee in connection with the 2007 acquisition of Lyondell
Chemical Company by Basell AF S.C.A.  Extraordinarily complex
issues must be litigated in that two week period because
confirmation of the plan will be inevitably tied to the DIP
Maturity Date.

Glenn E. Siegel, Esq., at Dechert LLP, says that given that the
Debtors have repeatedly represented to the Court that their
liquidity is severely constrained and they would not survive as a
going concern absent financing, it is highly likely, if not
inevitable, that the resolution of the litigation and therefore
the allocation of value between creditors, will be unduly and
needlessly influenced by the tightening of the Debtors' purse
strings by the DIP Lenders, many of whom are defendants in the
Committee Action.

In addition, the Debtors' primary shareholder, Access Industries,
who is also a defendant in the Committee Action, continues to have
its representatives on the board, and continues to direct the
Debtors in what should ostensibly be the pursuit of the
maximization of value of these Estates, the Noteholders point out.
But, due to Access' primary interests as a defendant, new-money
investor and likely owner of pre-petition bank debt, these Debtors
are remarkably indifferent to the potential benefits of easing the
time constraints under the current DIP Facility and reducing the
cost of such DIP financing.

"Thus, the DIP Lenders and the Debtors' primary shareholder have a
tremendous incentive to use the self-imposed artificial deadline
of the DIP Maturity Date to exercise a stranglehold over any
chance of a just result to the Committee Action," Mr. Siegel
contends.

The Notehlders note that when the DIP Facility was first
negotiated, availability of credit was at an historical low.
However, it points out that credit markets have loosened and
financing options are available, even for companies like the
Debtors with large cash needs.

Accordingly, BNY intends to compel the Debtors to seek to
refinance the DIP Facility before the DIP Maturity Date and take
actions such other related actions that are in the best interests
of, and will preserve value for, the estates and their creditors.

                      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)


MAGMA DESIGN: Posts $4.3MM Net Loss in Quarter Ended August 2
-------------------------------------------------------------
Magma Design Automation, Inc., posted a net loss of $4,312,000 for
three months ended Aug. 2, 2009, compared with a net loss of
$15,274,000 for the same period in 2008.

The Company's balance sheet at Aug. 2, 2009, showed total assets
of $112,284,000, total liabilities of $126,132,000 and a
stockholders' equity of $13,848,000.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4508

Magma Design Automation, Inc. (NASDAQ:LAVA) provides electronic
design automation software products and related services. The
Company's products comprise a digital integrated solution for the
chip development cycle, from initial design through physical
implementation.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jul 24, 2009,
Grant Thornton LLP in San Jose, California, raised substantial
doubt about Magma Design Automation, Inc.'s ability to continue as
a going concern after auditing the Company's financial reports for
the period ended May 3, 2009, and April 6, 2008.  The auditor
pointed that the Company experienced a significant decline in
revenue and operating cash flows and does not have the financing
in place to pay the $49,900,000 in bond debt maturing May 25,
2010.


MAGNA ENTERTAINMENT: MI Developments Has New CFO
------------------------------------------------
MI Developments Inc. said Sept. 18 that Rocco Liscio has been
appointed by the Board of Directors to serve as Executive Vice-
President and Chief Financial Officer, effective immediately.  Mr.
Liscio replaces Richard Smith, who resigned from his position at
MID effective Sept. 18 in order to purse other opportunities.

From 2006 to most recently, Mr. Liscio served as Chief Financial
Officer for Groupworks Financial Corp., a group benefits and
pension advisory firm consolidator based in Markham, Ontario.
Prior to that, Mr. Liscio was the Vice President of Finance and
Chief Financial Officer of Richards Packaging Income Fund, a
leading packaging distributor in North America; from 1999 to 2003,
the Executive Vice President and Chief Financial Officer for Royal
LePage Commercial Inc. (now Cushman and Wakefield Canada), a
national commercial real estate services company; and from 1992 to
1998, he held several financial roles at Wang Canada Ltd.,
including Chief Financial Officer.  He holds a Bachelor of
Commerce degree from the University of Toronto and is a Chartered
Accountant.

Dennis Mills, MID's Vice-Chairman and Chief Executive Officer,
stated, "I am very pleased that Rocco is joining the MID
management team and am confident that his strong financial and
operational background will enable him to make a positive
contribution. I also want to thank Richard Smith for his efforts
over the past two years and wish him the best in his future
endeavours."

                       About MI Development

MID (TSX: MIM.A, MIM.B; NYSE: MIM) is a real estate operating
company engaged primarily in the acquisition, development,
construction, leasing, management, and ownership of a
predominantly industrial rental portfolio leased primarily to
Magna International Inc. and its subsidiaries in North America and
Europe.  MID also acquires land that it intends to develop for
mixed-use and residential projects.  MID holds a majority equity
interest in MEC, an owner and operator of horse racetracks, and a
supplier, via simulcasting, of live horseracing content to the
inter-track, off-track and account wagering markets.  MEC has
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MANITOWOC CO: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which The Manitowoc
Company, Inc., is a borrower traded in the secondary market at
93.30 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.09
percentage points from the previous week, The Journal relates.
The loan matures April 14, 2014.  The Company pays 350 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Based in Manitowoc, Wisconsin, The Manitowoc Company, Inc. --
http://www.manitowoc.com/-- is a multi-industry, capital goods
manufacturer with over 100 manufacturing and service facilities in
27 countries.  It is recognized as one of the world's largest
providers of lifting equipment for the global construction
industry, including lattice-boom cranes, tower cranes, mobile
telescopic cranes, and boom trucks.  Manitowoc also is one of the
world's leading innovators and manufacturers of commercial
foodservice equipment serving the ice, beverage, refrigeration,
food prep, and cooking needs of restaurants, convenience stores,
hotels, healthcare, and institutional applications.

As reported by the TCR on May 15, 2009, The Manitowoc Company,
Inc., said it is likely to violate financial covenants pertaining
to its $2.925 billion credit facility, as amended and restated
August 2008, and its senior notes due 2013, as early as the second
quarter of 2009 based on a lower financial reforecast for its
businesses completed in April 2009.


MARILYN MELLO: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marilyn Mello
        42144 North Shore Drive
        Fawnskin, CA 92333

Bankruptcy Case No.: 09-31795

Chapter 11 Petition Date: September 16, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Fred M. Cohen, Esq.
                  8480 Red Oak Ave
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 484-5481
                  Fax: (909) 948-0686
                  Email: fmcbktaxlaw@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 at least
$1,194,175, and total debts of $1,755,767.

A full-text copy of Ms. Mello's petition, including a list of her
10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-31795.pdf

The petition was signed by Ms. Mello.


MARINA DENTAL: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marina Dental Corporation
           aka Marina Dental Center,
           aka L A Dental Group
        13155 Mindanao Way
        Marina Del Rey, CA 90292

Bankruptcy Case No.: 09-35107

Chapter 11 Petition Date: September 17, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: George J. Paukert, Esq.
                  737 S Windsor Blvd, Suite 304
                  Los Angeles, CA 90005
                  Tel: (310) 826-0180

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

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

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

           http://bankrupt.com/misc/cacb09-35107.pdf

The petition was signed by William E. Ginzburg, president of the
Company.


MERUELO MADDUX: Can Sell Two SoCal Properties For $5 Million
------------------------------------------------------------
The Hon. Kathleen Thompson of the U.S. Bankruptcy Court for the
Central District of California approved the $5 million sale of two
Southern California properties owned by Meruelo Maddux Properties
Inc., but the Debtor will not be able to access those funds until
a dispute with certain secured creditors is resolved, according to
Law360.

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

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


METROPCS WIRELESS: Bank Debt Trades at 5.03% Off
------------------------------------------------
Participations in a syndicated loan under which MetroPCS Wireless
is a borrower traded in the secondary market at 94.97 cents-on-
the-dollar during the week ended Sept. 18, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.33 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 11, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating. The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 41% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 58.79
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.79
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by either Moody's or Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Sept. 18, among the
135 loans with five or more bids.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MGM MIRAGE: Announces Amendments to Pending Exchange Offer
----------------------------------------------------------
MGM MIRAGE on September 17, 2009, amended the terms of its offer
to eligible holders to exchange a portion of the $782 million in
aggregate outstanding principal amount of the Company's 8.50%
Senior Notes due 2010 for the Company's 10.00% Senior Notes due
2016.  The exchange offer has been amended to:

     -- reduce the maximum aggregate principal amount of Existing
        Notes that will be accepted in the exchange offer, such
        that no more than $25 million in aggregate principal
        amount of New Notes will be issued in the exchange offer;

     -- include an additional condition to the exchange offer
        providing that that no less than $25 million of New Notes
        must be issuable for Existing Notes validly tendered and
        accepted in the exchange offer;

     -- extend the withdrawal date, which had previously expired
        on 5:00 p.m., New York City time, on September 10, 2009,
        to the expiration date of the exchange offer;

     -- extend each of the early participation date and the
        expiration date of the exchange offer to 11:59 p.m., New
        York City time on September 30, 2009.

If the Minimum Tender Condition or any other condition to the
exchange offer is not satisfied, the Company may terminate the
exchange offer.  If the exchange offer is terminated, all tendered
notes will be promptly returned to the respective tendering
holders.

As of the close of business on September 16, roughly $21 million
in aggregate principal amount of Existing Notes had been validly
tendered and not withdrawn, which if accepted would be exchanged
for roughly $24.7 million in aggregate principal amount of New
Notes.  Holders who have tendered or tender their Existing Notes
in the exchange offer and do not validly withdraw their Existing
Notes should be aware that if the exchange offer is consummated,
there will be no more than $25 million in aggregate principal
amount of New Notes outstanding.  An issue of securities with a
small outstanding principal amount available for trading, or
float, generally commands a lower price than does a comparable
issue of securities with a greater float. Therefore, the market
price for New Notes may be adversely affected by the relatively
small float.  A reduced float may also make the trading prices of
New Notes more volatile.

The New Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

The exchange offer is being made only to qualified institutional
buyers and to certain non-U.S. investors located outside the
United States.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.

According to the Troubled Company Reporter on September 1, 2009,
S&P assigned its issue-level and recovery ratings to MGM MIRAGE's
proposed up to $500 million senior unsecured notes due 2016.  The
notes were rated 'CCC+' (at the same level as the corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30%-50%) recovery for noteholders in
the event of a payment default.


MGM MIRAGE: Officers Face Shareholder Derivative Actions
--------------------------------------------------------
Robert Lowinger on August 19, 2009, filed in the U.S. District
Court in the District of Nevada a purported class action against
defendants MGM MIRAGE, J. Terrence Lanni, James J. Murren, Daniel
J. D'Arrigo and Robert H. Baldwin alleging federal securities laws
violations.  The complaint includes two counts: (i) violation of
Section 10(b) of the Exchange Act of 1934, as amended, and Rule
10b-5 thereunder against all defendants, and (ii) violation of
Section 20(a) of the Exchange Act of 1934, as amended, against the
individual defendants.

Mr. Lowinger alleges that, between August 2, 2007 and March 5,
2009, the defendants disseminated or approved materially false and
misleading statements that deceived the investing public regarding
the Company's business, operations, management and intrinsic value
of its common stock.

On September 14, 2009, Mario Guerrero filed in the U.S. District
Court in the District of Nevada a purported shareholder derivative
action against individual defendants James J. Murren, J. Terrence
Lanni, Robert H. Baldwin, Gary N. Jacobs, Alan Feldman, Bruce
Gebhardt, Phyllis A. James, Punam Mathur, Bryan Wright, Kirk
Kerkorian, Willie D. Davis, Kenny C. Guinn, Alexander M. Haig,
Jr., Alexis Herman, Roland Hernandez, Anthony Mandekic, Rose
McKinney-James, Daniel J. Taylor and Melvin B. Wolzinger, and the
Company as a nominal defendant.

The complaint includes four counts: (i) breach of fiduciary duty
for alleged "improper financial reporting" against certain
individual defendants; (ii) breach of fiduciary duty for alleged
"insider selling and misappropriation of information" against
certain individual defendants; (iii) breach of fiduciary duty
against all individual defendants; and (iv) unjust enrichment
against all individual defendants.  Mr. Guerrero alleges that
certain former and current officers and directors of the Company
committed purported breaches of fiduciary duty "between August 2,
2007 and the present."

On September 14, 2009, Regina Shamberger filed in the U.S.
District Court in the District of Nevada a purported shareholder
derivative action against individual defendants J. Terrence Lanni,
James J. Murren, Robert H. Baldwin, Daniel D'Arrigo, Alexis
Herman, Rose McKinney-James, Roland Hernandez, Kenny C. Guinn,
Gary N. Jacobs, Kirk Kerkorian, Willie D. Davis, Alexander M.
Haig, Jr., Melvin B. Wolzinger, Anthony Mandekic, and Daniel J.
Taylor, and nominal defendant MGM MIRAGE.  The complaint includes
four counts: (i) breach of fiduciary duty against all defendants;
(ii) breach of fiduciary duties for alleged "insider selling and
misappropriation of information" against certain individual
defendants; (iii) waste of corporate assets against all
defendants; and (iv) unjust enrichment against all defendants.  In
the complaint, Ms. Shamberger alleges that certain former and
current officers and directors of the Company committed purported
breaches of fiduciary duty, waste of corporate assets, and unjust
enrichment that occurred "between August 2007 and the present."

The Company believes that the allegations set forth in the
complaints are without merit.  The Company will vigorously defend
against these claims but there can be no assurance that the
outcome of the proceedings will not have a material adverse effect
on the Company.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.

According to the Troubled Company Reporter on September 1, 2009,
S&P assigned its issue-level and recovery ratings to MGM MIRAGE's
proposed up to $500 million senior unsecured notes due 2016.  The
notes were rated 'CCC+' (at the same level as the corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30%-50%) recovery for noteholders in
the event of a payment default.


MGM MIRAGE: Sees Non-Cash Impairment Charge at CityCenter
---------------------------------------------------------
MGM MIRAGE said it is currently evaluating certain impairment
considerations in connection with its third quarter 2009 reporting
requirements.

As disclosed in its Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2009, filed with the Securities and
Exchange Commission, the Company evaluates its investments in
unconsolidated affiliates for impairment whenever events or
changes in circumstances indicate that the carrying value of such
investment may have experienced an other-than-temporary decline in
value.  If the conditions exist, the Company compares the
estimated fair value of the investment to its carrying value to
determine if an impairment is indicated and determines whether
such impairment is "other-than-temporary" based on its assessment
of relevant factors.

The Company estimates fair value using a discounted cash flow
analysis utilizing "Level 3" inputs under Accounting Standards
Codification topic 820, Fair Value Measurements and Disclosures,
including market indicators of discount rates and terminal year
capitalization rates.

At March 31, 2009, the Company reviewed its CityCenter investment
for impairment.  The Company's discounted cash flow analysis for
CityCenter was based on estimated future cash outflows for
construction and maintenance expenditures and future cash inflows
from operations and residential sales of CityCenter.  Based on its
analysis, the Company determined that no impairment charge was
necessary at March 31, 2009.

The Company expects to conduct an impairment analysis of its
investment in CityCenter as of September 30, 2009.  The Company
believes it is reasonably likely that the outcome of this review
may lead to a non-cash impairment charge but cannot reasonably
estimate the amount or range of such impairment charge at this
time.

In addition, CityCenter has a significant amount of residential
real estate currently under development.  Its ability to close out
its residential sales program will be based, in part, on future
market conditions.  As disclosed in the June 30 10-Q, CityCenter
may incur a non-cash impairment charge if discounts to the prices
of residential units prior to completion lead to a conclusion that
the carrying value of the residential inventory is not recoverable
based on management's estimates of undiscounted cash flows.  Once
the residential inventory is complete, CityCenter will be required
to measure such inventory at the lower of a) its carrying value,
or b) fair value less cost to sell.  It is reasonably likely that
the fair value less cost to sell of the residential inventory at
completion will be below the inventory's carrying value, and that
the joint venture will be required to record an impairment charge
at that time -- which may be in the fourth quarter of 2009 or the
first quarter of 2010.  The Company would record 50% of any such
impairment, offset by certain basis differences, as a part of
"Income from Unconsolidated Affiliates" in its Consolidated
Statements of Operations.

The Company believes that CityCenter will be required to review
its residential real estate currently under development for
impairment as of September 30, 2009.  The Company believes it is
reasonably likely that the outcome of this review may lead to a
non-cash impairment charge at CityCenter, but cannot reasonably
estimate the amount or range of such impairment charge at this
time.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.

According to the Troubled Company Reporter on September 1, 2009,
S&P assigned its issue-level and recovery ratings to MGM MIRAGE's
proposed up to $500 million senior unsecured notes due 2016.  The
notes were rated 'CCC+' (at the same level as the corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30%-50%) recovery for noteholders in
the event of a payment default.


MGM MIRAGE: To Raise $350MM in Private Placement of Unsec. Notes
----------------------------------------------------------------
MGM MIRAGE proposes to make a private placement of $350 million in
aggregate principal amount of senior unsecured notes due 2018.
The Company plans to use the net proceeds from the offering to
reduce the outstanding borrowings under the Company's senior
credit facility and for general corporate purposes.

The notes will be general senior unsecured obligations of the
Company, guaranteed on an unsecured basis by substantially all of
the Company's subsidiaries, which also guarantee the Company's
other senior indebtedness, and equal in right of payment with, or
senior to, all existing or future indebtedness of the Company and
each guarantor.

The notes proposed to be offered have not been registered under
the Securities Act and may not be offered or sold in the United
States absent registration under, or an applicable exemption from
the registration requirements of, the Securities Act and
applicable state securities laws.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

MGM Mirage continues to carry Standard & Poor's Ratings Services'
'CCC+' corporate credit ratings and Moody's Investors Service's
Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating.

According to the Troubled Company Reporter on September 1, 2009,
S&P assigned its issue-level and recovery ratings to MGM MIRAGE's
proposed up to $500 million senior unsecured notes due 2016.  The
notes were rated 'CCC+' (at the same level as the corporate credit
rating on the company) with a recovery rating of '4', indicating
S&P's expectation of average (30%-50%) recovery for noteholders in
the event of a payment default.


MGM MIRAGE: S&P Assigns 'CCC+' Rating on $350 Mil. Senior Notes
---------------------------------------------------------------
On Sept. 17, 2009, Standard & Poor's Ratings Services assigned its
'CCC+' issue-level rating to Las Vegas-based casino operator MGM
MIRAGE's proposed $350 million senior unsecured notes due 2018.
In addition, S&P assigned the notes a recovery rating of '4',
indicating S&P's expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default.  Proceeds from the
notes offering will be used to reduce borrowings under the senior
unsecured bank facility and for general corporate purposes.

S&P's corporate credit rating on MGM MIRAGE is 'CCC+', reflecting
a significant debt burden, S&P's expectation for continued
substantial declines in cash flow generation at least through
2009, and the company's tight liquidity position.  Despite the
significant capital raise completed earlier this year, S&P remain
concerned about 2011 debt maturities, which include the expiration
of the $5.8 billion bank facility.  While the company maintains a
leading presence on the Las Vegas Strip, S&P expects the Strip to
be among the weakest performing U.S. gaming markets in 2009.  The
company's ability to weather the current downturn and service its
intermediate-term debt obligations relies on a substantial
moderation of revenue and cash flow declines, which S&P believes
is unlikely until at least 2010, or a restructuring of its debt
obligations.

                           Ratings List

                            MGM MIRAGE

        Corporate Credit Rating         CCC+/Developing/--

                            New Rating

               $350M sr unsecd nts due 2018     CCC+
                 Recovery Rating                4


MICHAELS STORES: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 89.34 cents-
on-the-dollar during the week ended Sept. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.01 percentage
points from the previous week, The Journal relates.  The loan
matures on Oct. 31, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


MILLENNIUM LEATHER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Millennium Leather, LLC
        100 Galway Place
        Teaneck, NJ 07666

Bankruptcy Case No.: 09-34534

Chapter 11 Petition Date: September 17, 2009

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

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  Email: jdipasquale@trenklawfirm.com

                  Michele M. Dudas, Esq.
                  Trenk, DiPasquale, Webster, et.al.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: mdudas@trenklawfirm.com

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

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

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

            http://bankrupt.com/misc/njb09-34534.pdf

The petition was signed by Philip A. Kahan, member of the Company.


MORRIS PUBLISHING: Gets Sept. 25 Extension for Interest Payments
----------------------------------------------------------------
Morris Publishing Group, LLC said September 18 that it has
obtained an extension until September 25, 2009 to make two semi-
annual interest payments of $9.7 million on its senior
subordinated notes originally due February 1, 2009 and August 3,
2009.  The holders of more than 80% of the outstanding amount of
senior subordinated notes have agreed to extend the forbearance
period for these payments.

Morris Publishing's senior bank group also agreed to extend until
September 25, 2009 the waiver of the cross defaults arising from
the overdue interest payments on the senior subordinated notes.

Morris Publishing Group, LLC -- http://morris.com/-- is a
privately held media company based in Augusta, Ga.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.

As of June 30, 2009, Morris Publishing had $167,632,000 in total
assets and $475,434,000 in total liabilities.


MORTGAGE LTD: FTI Consulting Defemds $2.4-Mil. Fees
---------------------------------------------------
Law 360 reports that FTI Consulting Inc. has struck back at the
criticisms of its $2.4 million fee request for serving as
financial adviser in the bankruptcy proceedings of Mortgages Ltd.,
calling the objections by the liquidating trust and managing
entity "incredible."  FTI's fee request, the report says,
represents only about 0.25% of the $950 million in assets involved

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.

The Debtor recently emerged from Chapter 11 bankruptcy with an
approved reorganization plan.


NEIMAN MARCUS: Bank Debt Trades at 14% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 86.25
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.90
percentage points from the previous week, The Journal relates.
The loan matures on April 6, 2013.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NORTEL NETWORKS: Avaya Sale Addresses Customer Concerns, Says XETA
------------------------------------------------------------------
XETA Technologies says Avaya's pending acquisition of the
enterprise assets of Nortel Networks creates clarity around the
relevance of Nortel in the enterprise market.  "A significant
concern for our Nortel customers, and a major reason for delayed
purchasing decisions, has been how their investments in the Nortel
platform will be supported by the winning bidder.  Avaya has
clearly articulated its plans to continue to support Nortel
products and pledged to provide investment protection for
customers, which should alleviate concerns and get customers
buying again," said Greg Forrest, CEO and President of XETA
Technologies.

As one of the only channel partners with the highest level of
certification from both Nortel and Avaya, XETA is uniquely
positioned to help with this transition.  XETA has made
significant investments to build a nationwide sales and service
footprint and the highest levels of competencies with these two
vendors.  XETA is a key channel partner for each of these vendors
and has a significant influence on their go-to-market strategies.
Among the other factors that differentiate XETA include:

    * Avaya Platinum Business Partner and Nortel Elite Advantage
      Partner - XETA has achieved the highest accreditation levels
      of both vendors with multi-year investments to build
      competencies

    * Recognized as Avaya Business Partner of the Year for North
      America-2008 and Nortel Supplier of the Year Award for
      Services Innovation-2007

    * Nationwide Sales and Service Footprint with In-house
      24/7/365 Contact Center

    * XETA (Nasdaq: XETA) is a Public Company with a 27-year
      Operating History and Verifiable Financial Strength

The Company believes that the combined Avaya / Nortel entity will
be a more formidable competitor in the enterprise communications
market.  The combined companies will have the leading market share
and a greater base of revenue from which to fund R&D investments.
Combined with Nortel, Avaya's market share will increase from 17
percent to 27 percent, six percentage points greater than the next
largest competitor, according to Frost & Sullivan.  "Transitioning
and training Nortel's channel partners will be key to the combined
entity's success in maintaining and growing its market share. XETA
has already gone through the process to build the highest level of
competencies with Avaya and Nortel.  We already speak the language
of both vendors and can immediately address customers' needs and
concerns," said Mr. Forrest.  "In fact, over the past several
years we have been gaining recognition and momentum as the
provider of choice among large enterprise customers who are
looking for a single vendor to provide service for multiple
equipment manufacturers and support the migration of
communications technology platforms."

Regarding the combination of Avaya/ Nortel and XETA's unique value
proposition, Howard Lee, Chief Executive Officer of Spoken
Communications, said, "Before, we considered Avaya only as a rip-
and-replace alterative to Nortel.  This combination will allow us
to migrate platforms and leverage our investments.  I need someone
to show me how to make that happen, and I can't think of anyone
else that can provide that answer better than XETA.  To that end,
we have recently chosen XETA to deploy our first Avaya-based
contact center." Headquartered in the Pacific Northwest, Spoken
Communications provides hosted solutions to contact centers.

XETA also announced that it has established the Web site
http://www.NorteltoAvaya.com/to provide information about the
pending Avaya/Nortel combination.

                     About XETA Technologies

XETA Technologies (Nasdaq: XETA) sells, installs and services
advanced communication technologies for small, medium, and Fortune
1000 enterprise customers.  The Company maintains the highest
level of technical competencies with multiple vendors including
Avaya, Mitel, Nortel, Hitachi and Samsung.  With a 27-year
operating history and over 16,000 customers from coast to coast,
XETA has maintained a commitment to extraordinary customer
service.  The Company's in-house 24/7/365 call center, combined
with a nationwide service footprint offers customers comprehensive
equipment service programs that ensure network reliability and
maximized network up-time.  More information about XETA
Technologies (Nasdaq: XETA) is available at http://www.xeta.com/

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
[OTC: NRTLQ] -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH VALLEY: U.S. Trustee Sets Meeting of Creditors for October 8
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in North Valley Mall, LLC's Chapter 11 case on Oct. 8, 2009, at
10:00 a.m.  The meeting will be held at 411 W Fourth St., Room
1-159, Santa Ana, California.

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

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

Dana Point, California-based North Valley Mall, LLC, Chapter 11 on
Sept. 2, 2009 (Bankr. C.D. Calif. Case No. 09-19346).  Jeffrey I.
Golden, Esq., and Hutchlson B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


NEUROBIOLOGICAL TECHNOLOGIES: Receives Nasdaq Bid Price Warning
---------------------------------------------------------------
Neurobiological Technologies, Inc., has received a letter from The
Nasdaq Stock Market indicating that the bid price of NTI's common
stock has closed below $1.00 per share for 30 consecutive business
days.  The letter indicated that a closing bid price below $1.00
per share is a deficiency under Nasdaq's requirements for
continued listing pursuant to Marketplace Rule 5550(a)(2).  The
letter from Nasdaq further stated that, under Marketplace Rule
5810(c)(3)(A), NTI will be provided 180 calendar days, or until
March 15, 2010, to regain compliance with Marketplace Rule
5550(a)(2).  To regain compliance, the bid price of NTI's common
stock must close at $1.00 per share or more for a minimum of 10
consecutive business days.

The letter also stated that on March 15, 2010, if NTI meets the
Nasdaq Capital Market initial inclusion criteria set forth in
Marketplace Rule 5505, except for the bid price requirement, it
may be provided with an additional 180 calendar day period to
demonstrate compliance.  On March 15, 2010, if NTI is not eligible
for an additional compliance period, Nasdaq Staff will provide
written notification that NTI's securities will be delisted. Upon
such notice, NTI may appeal the Nasdaq Staff's Determination to a
Listing Qualifications Panel, pursuant to the procedures set forth
in the Nasdaq Marketplace Rule 5800 Series.

The Company previously stated that it intends to call a special
meeting of the stockholders to seek approval of a voluntary
dissolution and liquidation of the Company.  If such approval is
received, the Company intends to proceed with an orderly wind down
and dissolution of the Company, delist its common stock from the
Nasdaq Capital Market and cease its reporting obligations under
the Securities Exchange Act of 1934, as amended.

Neurobiological Technologies, Inc. (NASDAQ: NTII) is a
biopharmaceutical company historically focused on developing
investigational drugs for central nervous system conditions. On
September 8, 2009, the Company filed a preliminary proxy statement
relating to its intention to call a special meeting of
stockholders to seek approval of a voluntary dissolution and
liquidation of the Company.


NEWPAGE CORPORATION: Moody's Assigns 'B2' Rating on New Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to NewPage
Corporation's proposed new secured notes due 2014 and affirmed the
company's Caa1 corporate family rating and other debt ratings.  At
the same time, Moody's upgraded the speculative grade liquidity
rating to SGL-3 from SGL-4.  The rating outlook remains negative.

NewPage has proposed a refinancing transaction involving the
issuance of senior secured notes with the proceeds to be used to
purchase all or a portion of the company's existing senior secured
term loan B at par, and to pay fees and expenses.  The B2 rating
for NewPage's proposed senior secured notes is in line with the
ratings on the company's existing senior secured term loan.  The
proposed notes will rank pari passu with NewPage's existing
secured term loan with a first priority lien on substantially all
of the company's fixed assets with a second priority lien on the
current assets posted as collateral on the company's revolving
credit facility.  The notes will be guaranteed by all the existing
and future subsidiaries that guarantee the existing secured term
loan.

The Caa1 corporate family rating of NewPage reflects the company's
significant debt load, its weak operating and financial
performance and the expectations that the company will continue to
face weak demand for its principal product - coated paper, over
the near term.  NewPage's high debt level increases the company's
vulnerability to adverse economic and industry conditions and
limits the company's financial flexibility.  Despite the efforts
by NewPage and other key industry player's to match production
levels with demand, coated freesheet paper pricing has dropped by
almost 16% from its recent peak as coated paper shipments for the
first half of 2009 dropped approximately 30%.  NewPage's rating is
supported by its large scale and leading market position in coated
papers, its low cost vertically integrated asset base and
management's focus on ongoing productivity improvements and cost
reduction.  The company's low cost mill system in combination with
moderating input costs and near term benefits from the alternative
fuel tax credit are expected to provide some partial offset to the
challenging industry conditions.

The negative outlook reflects expectations that over the near
term, NewPage's operating cash flow will continue to be challenged
as coated paper prices and volumes remain weak and as NewPage
continues to absorb costly market related production downtime.
Lack of meaningful financial performance improvement and/or debt
reduction would likely cause a downgrade of the current ratings.

The upgrade in the speculative grade liquidity rating to SGL-3
reflects the company's improved financial flexibility as a result
of its recently amended term loan and revolving credit facilities.
The company obtained a grace period for the next three quarters
and relaxed covenant tests thereafter, in return for higher
interest rates.  In addition, NewPage began receiving cash for
alternative fuel tax credits during the second quarter, which has
helped offset the weak cash generation in the company's
operations.

Downgrades:

Issuer: NewPage Corporation

  -- Senior Secured Bank Credit Facility, Downgraded to LGD3, 30%
     from LGD2, 26%

Upgrades:

Issuer: NewPage Corporation

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Assignments:

Issuer: NewPage Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned B2, LGD3, 30%

Moody's last rating action was on June 30, 2009 when Moody's
downgraded NewPage's corporate family rating to Caa1 from B2.

NewPage, headquartered in Miamisburg, Ohio, is the largest coated
paper producer based on production capacity in North America with
20 paper machines at 10 paper manufacturing mills and annual
capacity of approximately 4.4 million tons.


NEWPAGE CORP: S&P Assigns 'CCC+' Rating on $1.7 Bil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Miamisburg, Ohio-based coated paper producer NewPage Corp.'s
(CC/Negative/--) proposed $1.7 billion first-lien senior secured
notes due 2014 based on preliminary terms and conditions.  The new
notes will be issued through a private placement under Rule 144A,
with registration rights.  S&P assigned a recovery rating of '3',
indicating S&P's expectation for meaningful (albeit at the low end
of the 50% to 70% range) recovery in the event of a payment
default.  The 'CCC+' rating on the proposed notes is the same as
the corporate credit rating that S&P would anticipate assigning
upon completion of the recently announced second-lien notes tender
offer by NP Investor LLC, an affiliate of NewPage's controlling
shareholder (Cerberus Capital Management L.P.).  The corporate
credit rating on NewPage is 'CC', pending completion of the tender
offer.

NewPage will use approximately $1.6 billion of the proceeds to
repay outstanding borrowings under its term loan B credit
facility, at which time S&P would withdraw the ratings on the term
loan.

At the same time, Standard & Poor's also revised the recovery
rating on NewPage's second-lien notes to '6', indicating
expectations of negligible (0% to 10%) recovery in the event of a
payment default, from '5'.  The revised recovery rating reflects
S&P's expectations for reduced prospects for the second-lien
noteholders in the event of a default.  The issue-level rating
remains unchanged at 'C', pending completion of the tender offer
for these notes.

The 'CC' rating on NewPage reflects S&P's view that the tender
offer is a distressed exchange and tantamount to default given
NewPage's vulnerable business risk and highly leveraged financial
risk profile.  NewPage credit metrics have been weak due to a
combination of challenging economic conditions in the U.S. economy
that have hurt demand for coated paper, and its high debt burden.
Upon completion of the tender offer, S&P will lower the corporate
credit rating to 'SD' and the issue-level rating on the second-
lien notes to 'D'.  As soon as possible thereafter, S&P
anticipates raising the corporate credit rating to 'CCC+'.  The
amendment to the credit facilities dated Sept. 11, 2009, and the
planned repayment of the bank term loan facility with proceeds
from the new notes should ease liquidity pressures for the next
few quarters through the elimination of certain financial
covenants.  However, S&P believes that NewPage will continue to
face substantial financial challenges because of its very heavy
debt burden, and that weak market conditions will continue through
2010, resulting in weak cash flow levels and credit metrics.

                            Ratings List

                            NewPage Corp.

    Corporate Credit Rating                       CC/Negative/--

                             New Rating

                            NewPage Corp.

        $1.7 Bil. First-Lien Sr Unsec Nts Due 2014    CCC+
         Recovery Rating                              3

                          Rating Revised

                           NewPage Corp.

                                                To           From
                                                --           ----
  Senior Secured                                C            C
   Recovery Rating                              6            5


NICK GARRETT: Blames Ch 11 on Settlement of Suit With Ex-Wife
-------------------------------------------------------------
Nick Garrett has filed for Chapter 11 bankruptcy protection,
listing $10 million to $50 million in liabilities.

Citing Mr. Garrett, Wayne Faulkner at StarNewsOnline.com reports
that reports that the bankruptcy filing is mainly due to a
settlement of a 5-year domestic lawsuit with his former wife, Lee
Brewer.  According to the report, Mr. Garrett said that the
bankruptcy filing doesn't include his company, Nick Garrett
Development Inc., but admitted that "it would have ramifications,
but at this time my company is solvent".

Nick Garrett is a builder and developer.


NORTEL NETWORKS: Canadian Gov't. to Allow Sale to Ericsson
----------------------------------------------------------
Industry Minister Tony Clement said the Canadian government will
not block a US$1.13-billion-dollar deal to sell a portion of
Nortel's wireless technology to Telefonaktiebolaget LM
Ericsson, according to a report by the Agence France-Presse.

"Based on all the information presented to me and to the
government, there are no grounds to believe that this transaction
could be injurious to Canada's national security," Mr. Clement
reportedly said during a press conference.

Mr. Clement also said that Ericsson has offered jobs to about 800
Canadian Nortel workers at substantively the same pay and
benefits and that most of the employees have already accepted the
offer, according to the AFP report.

The sale was approved by the U.S. Bankruptcy Court for the
District of Delaware and the Ontario Superior Court of Justice on
July 28, 2009.  At that time, however, the Nortel-Ericsson
transaction drew strong reactions from various groups on whether
the sale was in Canada's best interests.  Research In Motion, a
Canadian group whose offer to buy Nortel's wireless technology
was outbid by Ericsson, are among those who expressed
apprehension over the Ericsson transaction.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Disputes IRS's $3 Billion Tax Claim
----------------------------------------------------
Nortel Networks Corp. and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to disallow a $3,016,650,830
tax claim asserted by the Internal Revenue Service.

The $3 billion Claim consists of $1,804,637,586 in unsecured
priority claim against Nortel Networks Inc. for income taxes for
the tax years 1998 to 2007; accrued interest on the income taxes
as of the Petition Date in the sum of $1,162,748,632; and an
unsecured non-priority claim for penalties to date for
$49,264,612.  The Claim has been recorded in the Debtors' claim
list as Claim No. 1935.

Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that the IRS has asserted two
previous claims against the Debtors:

  * In February 2009, the IRS filed its original claim, Claim
    No. 250, against NNI for approximately $15 million.  It
    asserted an unsecured priority claim for income taxes for
    the years 1998, 2001 to 2008, and excise taxes through March
    2009, plus interest.  The IRS also asserted a general
    unsecured claim for income taxes for years 1999 to 2000 for
    $10 million.

  * By May 2009, the IRS filed Claim No. 1226 as an amendment to
    the Original IRS Claim, reducing the amount claimed to
    $171,918.

Filed on August 20, 2009, Claim No. 1935 for $3 billion has been
asserted as a further amendment to the Original IRS Claim.

Ms. Cordo argues that Claim No. 1935 must be disallowed in full
as the IRS has yet to explain the basis for it.

"IRS overstates the amount of income of [NNI and its
subsidiaries] that could be subject to U.S. federal income tax,
and thus erroneously asserts a claim for income tax due," Ms.
Cordo contends.  She maintains that NNI's financial records show
that there is no "reasonable or realistic basis" for the amount
the IRS seeks.

Ms. Cordo further says that the accounting income and losses
reported on the consolidated financial statements of Canada-based
Nortel Networks Corporation also do not provide any basis for the
tax liability alleged by IRS.

Ms. Cordo points out that the tax filing could delay the
completion of and the receipt of proceeds from the sale of
Nortel's Enterprise Solutions unit to Avaya Inc.  She notes that
the agreement between Nortel and Avaya for the acquisition of the
unit contains a provision, requiring Nortel to resolve IRS' claim
prior to the sale closing.

Upon the request of Nortel, the Court has issued an order,
directing IRS to produce a set of documents to Nortel that would
justify its tax claim.  A status conference on the matter is
scheduled for September 30, 2009.

The Court will convene a hearing on October 13, 2009, to consider
Nortel's claim objection.  Creditors and other concerned parties
have until October 6, 2009, to file their responses to the
objection.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Plan Filing Deadline Moved to Feb. 1
-----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors asked the U.S.
Bankruptcy Court for the District of Delaware to give them more
time to file their Chapter 11 plan and solicit votes for that
plan.

At Nortel's behest, Judge Kevin Gross has extended the time for
the Debtors' exclusive right to file a Chapter 11 Plan through
February 1, 2010, and the Debtors' exclusive right to solicit
votes from creditors for that plan through April 2, 2010.
The Court previously extended the Debtors' Exclusive Plan Filing
Deadline through September 11, 2009, and their Exclusive Plan
Solicitation Deadline through November 10, 2009.  By their
current request, the Debtors are seeking a five-month extension
of their Exclusivity Periods.

"The extension will afford the Debtors and all other parties-in-
interest an opportunity to develop fully the grounds upon which
serious negotiations toward a plan of reorganization can be
based," says Andrew Remming, Esq., at Cleary Gottlieb Steen &
Hamilton LLP, in New York.  The Debtors, he says, will also use
the five-month extension to continue their business operations,
pursue strategic transactions and review claims of creditors.

The Debtors aver that since the Petition Date, they have made
substantial progress in their Chapter 11 cases and continue to
work on matters related to their reorganization.  The Debtors,
Mr. Remming tells the Court, have been successful in pursuing
major sales of their assets in coordination with their foreign
affiliates.  As a result of those efforts, the Debtors obtained
court approval to sell their Code Division Multiple Access or
CDMA business and Long Term Evolution or LTE assets for
$1.13 billion to Telefonaktiebolaget LM Ericsson.  The Debtors
also obtained approval to implement a bidding process for the sale
of their Enterprise Solutions business to Avaya Inc. or to the
winning bidder.

The Debtors relate that they have also engaged in talks with
representatives of their foreign affiliates and other parties
regarding intercompany issues, including transfer pricing.  Those
discussions culminated, in part, with the execution of an interim
funding and settlement agreement among the Debtors and their
foreign affiliates that provides for certain payments to be made
to the Canadian estates in lieu of transfer pricing payments.
The Interim Funding and Settlement Agreement was approved by the
Court on June 29, 2009.  A cross-border protocol was also
approved by the Court on that date, to further facilitate the
consideration and resolution of cross-border issues.

The hearing to consider approval of the proposed exclusivity
extension is scheduled for September 15, 2009.  Creditors and
other concerned parties have until September 8, 2009, to file
their objections.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVEMBER 2005: Gets Concessions From Lenders; To Exit Ch 11 Bankr.
------------------------------------------------------------------
Steve Marcus at Las Vegas Sun reports that November 2005 Land
Investors, L.L.C., said that it has gained concessions from
secured lenders and is ready to emerge from Chapter 11 bankruptcy
protection.

According to Las Vegas Sun a hearing on November 2005's
reorganization plan will be held on October 1.

Citing November 2005's Park Highlands residential development, Las
Vegas Sun states that unsecured creditors who are owed about
$1.6 million would be paid within two months of plan confirmation.
Las Vegas Sun relates that under an arrangement with certain
lenders:

    -- $34 million in debt will be canceled,

    -- up to $8 million of a debtor-in-possession loan will be
       converted to equity; and

    -- the Park Highlands investors and affiliates will provide
       $3.65 million in cash for operating expenses and other
       costs.

Las Vegas Sun relates that November 2005's reorganization plan,
claiming that it is $31.8 million as a creditor under the
infrastructure development agreement, which the Debtor disputes
and has even sued the creditor for $5.9 million owed to the
Company under the development agreement.

Two lenders have objected the Plan, according to Las Vegas Sun.

Las Vegas Sun quoted D.R. Horton as saying, "Debtor's source and
use of cash provides only enough cash for debtor to survive until
March 31, 2010 [when major loans come due]."  D.R. Horton added,
"The disclosure statement contains no discussion or description of
what debtor's 'operations' will consist of or who might provide
any 'contributions' or 'financings'."

Las Vegas Sun states that a committee of Credit Suisse-related
lenders, which didn't participate in a debt exchange deal in which
Park Highlands agreed to pay $13.5 million to buy back at
distressed prices, said that the debt-exchange deal is invalid
since all the lenders didn't agree to participate.  The lenders,
according to the report, are claiming that they are owed
$6.8 million.  They believe that Park Highlands won't survive
after bankruptcy under its plan, as its income will be
insufficient to cover monthly interest payments of $397,000 on the
$177 million in debt that will remain after the bankruptcy, the
report states.  Citing the lenders, the report says that the debt
would come due on March 31 -- subject to extensions, if Park
Highlands is not in default.

November 2005 Land Investors, L.L.C., based in Las Vegas, filed
for Chapter 11 protection on May 8, 2009 (Bankr. D. Nev. Case No.
09-17474).  Mike K. Nakagawa handles the case.  Richard F. Holley,
Esq., serves as bankruptcy counsel.  The Debtor disclosed
estimated assets and debts of $100 million to $500 million.


NPOT PARTNERS: Can Sell Properties to Prospective Purchasers
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized NPOT Partners I, LP, to sell the Debtor's property free
and clear of liens, claims and encumbrances except
statutory tax liens.

These property will be sold to the prospective purchasers:

   1870 Paul Road, Mansfield, TX 76063        $275,000
   185 Plantation, Springtown, TX 76082        $42,000
   921 Holly, Crowley, TX 76036                $76,000
   1704 Riverway Dr., Cleburne, TX            $146,200
   4109 Modlin Avenue, Ft. Worth, TX 76107    $580,060
   3702 Stella Road, Brookshire, Texas        $112,000

The Debtor related that the sale of the property is in the best
interest of the creditors of the estate.


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.


NTK HOLDINGS: Launches Solicitation for Prepack Plan Votes
----------------------------------------------------------
NTK Holdings, Inc., and Nortek, Inc. have begun a solicitation of
votes from its creditors for its prepackaged plan of
reorganization.

The solicitation includes holders of Nortek's 8-1/2% Senior
Subordinated Notes due 2014, Nortek's 10% Senior Secured Notes due
2013, Nortek's 9-7/8% Series A and Series B Senior Subordinated
Notes due 2011, NTK Holdings' 10-3/4% Senior Discount Notes due
2014, and NTK Holdings' Senior Unsecured Loan facility.

The Company said September 3 it had already entered into an
agreement with certain holders of, in aggregate, at least 66-2/3%
of the outstanding principal amount of the 8-1/2% Notes, as well
as a substantial portion of the outstanding amount of the 10-3/4%
Notes and 10% Notes.

Richard L. Bready, Nortek Chairman and Chief Executive Officer,
said, "As we previously stated, the reorganization will provide
considerable financial strength and flexibility to the Company's
balance sheet and will create a platform for long-term stability.
As this process continues, we remain focused on providing our
customers with quality products and on-time deliveries.

"Also, to reiterate our earlier statement, it is our intention
that trade creditors, suppliers and employees will continue to
receive all amounts owed to them in the ordinary course of
business.  The agreement also provides that allowed claims of
trade creditors, suppliers and employees will be paid in full."

The Company intends to implement the Prepackaged Plan through the
commencement of Chapter 11 cases by the Company and its domestic
subsidiaries upon the conclusion of the solicitation.  When
concluded, the Prepackaged Plan will eliminate roughly $1.3
billion in total indebtedness.

Pursuant to a proposed disclosure statement the Company delivered
to the Securities and Exchange Commission, the Company intends to
file for bankruptcy before the U.S. Bankruptcy Court for the
District of Delaware.  According to the Disclosure Statement, the
Company is being advised by:

     WEIL, GOTSHAL & MANGES LLP
     Attorneys for Debtors
     767 Fifth Avenue
     New York, New York 10153
     Telephone:  (212) 310-8000

     -- and --

     RICHARDS, LAYTON & FINGER, P.A.
     Attorneys for Debtors
     One Rodney Square
     P.O. Box 551
     Wilmington, Delaware 19899
     Telephone:  (302) 651-7700

An Ad Hoc Committee of Nortek noteholders is being represented by
Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough,
Esq., and Adam Keil, Esq., at Moelis & Company.

The Company said votes from note holders must be received by
Financial Balloting Group LLC, Nortek's voting agent, before the
applicable deadline.  Solicitation materials are being provided to
creditors of record entitled to vote on the Prepackaged Plan.
Note holders who need additional information regarding the
balloting process can contact FBG at 646-282-1800.

The voting deadline is 5:00 p.m., prevailing Eastern Time, on
October 16, 2009, unless extended by the Debtors.

The Disclosure Statement provides for these projected recoveries:

     -- holders of NTK 10-3/4% Notes Claims and NTK Holdings
        Senior Unsecured Loan Claims may receive 0.5% to 1.9%
        recovery;

     -- holders of Nortek 8-1/2% Notes Claims and Nortek 9-7/8%
        Notes Claims may receive 24% to 66% or 25% to 69%
        recovery;

     -- holders of general unsecured claims in the Debtors will
        receive 100% of their claims; and

     -- holders of equity interests are out of the money.

Impaired classes are entitled to vote on the Plan.

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4526

The Company had funded debt at July 4, 2009 of $2.27 billion,
consisting of:

                                                (in millions)
                                                -------------
    NTK Holdings' 10 3/4% Senior Discount Notes
    due 2014, net of unamortized discount of
    approximately $6.9 million                      $396.1

    NTK Holdings' senior unsecured loan facility
    due 2014, including approximately
    $69.9 million of debt accretion related to
    the PIK option                                   271.7

    Nortek's 10% Senior Secured Notes due 2013,
    net of unamortized discount of $6.5 million      743.5

    Nortek's 8 1/2% Senior Subordinated Notes
    due 2014                                         625.0

    Nortek's ABL Facility                            165.0

    Nortek's long-term notes, mortgage notes
    and other indebtedness                            36.9

    Nortek's short-term bank obligations              18.4

    Nortek's 9 7/8% Senior Subordinated Notes
    due 2011, including unamortized premium           10.0
                                                 ---------
         Consolidated debt at July 4, 2009        $2,266.6

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc. entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.  The Company will file its bankruptcy
petition, together with a pre-packaged Chapter 11 plan following
the conclusion of the solicitation period.  The Company has tapped
Blackstone Group and Weil, Gotshal & Manges to aid in its
restructuring effort.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.


NUVILEX INC: Posts $815,000 Net Loss in Quarter Ended July 31
-------------------------------------------------------------
Nuvilex Inc. posted a net loss of $814,924 for three months ended
July 31, 2009, compared with a net loss of $498,626 for the same
period in 2008.

The Company's balance sheet at July 31, 2009, showed total assets
of $6,041,378, total liabilities of $2,855,518 and a stockholders'
equity of $3,185,860.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it has not
yet established an ongoing source of revenues sufficient to cover
its operating costs and allow it to continue as a going concern.
In addition, as of July 31, 2009, the Company has an accumulated
deficit of $30,306,624, has incurred a net loss for the three
months ended July 31, 2009, and has a working capital deficit of
$606,999.  The Company's current business plan requires additional
funding beyond its anticipated cash flows from operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4510

Nuvilex, Inc. (OTC:NVLX) fka eFoodSafety.com, Inc., is a holding
company operating through its wholly-owned subsidiaries and is
dedicated in bringing to market products designed to improve the
health and well-being.  Nuvilex manufactures Cinnergen, Cinnechol,
Infinitink and Talysn.  Nuvilex markets its products both directly
and through wholesale and retail distribution partners.  It is
also engaged in the research and development of Oraphyte, a non-
toxic, biodegradable nematocide for use on turfgrass and crops,
well as Citroxin, a multi-use germicidal composition with anti-
viral properties.  The Company engages seven full or part-time
researchers.


OSI RESTAURANT: Bank Debt Trades at 17.3% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
82.68 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.15
percentage points from the previous week, The Journal relates.
The loan matures May 9, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

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

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PAPAGO PARAGON: Files List of 10 Largest Unsecured Creditors
------------------------------------------------------------
Papago Paragon Partners, L.L.C., filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its largest unsecured
creditors, disclosing:

   Entity                    Nature of Claim       Claim Amount
   ------                    ---------------       ------------
ACM, LLC                        Property           $2,439
2122 E. Highland                Management
Ave., Suite 450
Phoenix, AZ 85016

City of Tempe- Tax              Local Taxes        $1,459
P.O. Box 29618
Phoenix, AZ 85038

ECI Control Systems             Energy Monitoring  $1,400
Arizona, Inc.
415 S. McClintock
Dr., Suite 1
Tempe, AZ 85281

City of Tempe- Water            Utilities          $1,256
P.O. Box 29617
Phoenix, AZ 85038

Arizona Dept of                 State Taxes          $405
Revenue
P.O. Box 29010
Phoenix, AZ 85038

Security Access                 Safety and Security  $225
Systems, Inc.                   Systems
P.O. Box 4056
Scottsdale, AZ 85261

Electronic Security             Fire Alarm            $70
Concepts                        Monitoring
4326 N. 75th Street
Scottsdale, AZ 85251

Heritage Pest &                 Pest Control           $45
Termite Control
P.O. Box 1702
Glendale, AZ 85311

Qwest                           Telecommunication      $44
P.O. Box 29040
Phoenix, AZ 85038

Jack Englemann                   Reimbursement         $22
c/o ACM, LLC
2122 E. Highland Ave.
Suite 450
Phoenix, AZ 85016

Carefree, Arizona-based Papago Paragon Partners, L.L.C., filed for
Chapter 11 on Aug. 31, 2009 (Bankr. D. Ariz. Case No. 09-21329).
The Law Offices Of Daniel E Garrison PLLC 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 assets and debts both ranging from
$10,000,001 to $50,000,000.


PAPAGO PARAGON: Meeting of Creditors Scheduled for October 6
------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Papago Paragon Partners, L.L.C.'s Chapter 11 case on Oct. 6,
2009, at 11:00 a.m.  The meeting will be held at the U.S. Trustee
Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Carefree, Arizona-based Papago Paragon Partners, L.L.C., filed for
Chapter 11 on Aug. 31, 2009 (Bankr. D. Ariz. Case No. 09-21329).
The Law Offices Of Daniel E Garrison PLLC 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 assets and debts both ranging from
$10,000,001 to $50,000,000.


PETER MATT: U.S. Trustee Sets Meeting of Creditors for October 1
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Peter Matt & Co., Inc.'s Chapter 11 case on Oct. 1, 2009, at
2:30 p.m.  The meeting will be held at the U.S. Bankruptcy Court,
SDNY, 300 Quarropas Street, Room 243A, White Plains, New York.

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

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

Armonk, New York-based Peter Matt & Co., Inc., filed for Chapter
11 of Sept. 1, 2009 (Bankr. S.D.N.Y. Case No. 09-23634).  Todd E.
Duffy, Esq., at Anderson Kill & Olick, P.C., represents the Debtor
in its restructuring efforts.  The Debtor did not file a list of
its 20 largest unsecured creditors when it filed its petition.  In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


PERPETUA HOLDINGS: Attorney Gen.'s Plea for Administrator Pending
-----------------------------------------------------------------
Lauren Fitzpatrick at The SouthtownStar reports that Perpetua
Holdings is negotiating with Illinois Attorney General Lisa
Madigan to stop her plea for a court-appointed administrator,
which would take away Burr Oak Cemetery from its clutches.
According to The SouthtownStar, the request will remain pending
until at least Tuesday, when the court is expected to make a
decision on whether Perpetua will be allowed to continue operating
the cemetery or a second receiver will be appointed.

Arizona-based Perpetua Holdings has owned Burr Oak since 2001.
Perpetua also owns Cedar Park Cemetery in Calumet Park.  The
Company filed for Chapter 11 bankruptcy protection, listing
$1 million to $10 million in liabilities owed to up to 200
creditors.


PIERRE FOODS: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Cincinnati, Ohio-based Pierre Foods Inc. The
outlook is stable, reflecting credit measures that are better than
medians for the ratings and S&P's expectations for continued near-
term improvement in operating performance.

In addition, Standard & Poor's assigned its issue-level and
recovery ratings to Pierre Foods' proposed $145 million senior
secured term loan maturing 2014.  The facility is rated 'BB-', two
notches higher than the corporate credit rating.  The recovery
rating is '1', indicating S&P's expectation that lenders will have
very high recovery (90%-100%) in the event of a payment default.

The company will use proceeds from the $145 million term loan to
pay fees and expenses and repay existing debt of about
$135 million (including $48.5 million in redeemable payment-in-
kind (PIK) preferred equity securities, which S&P treated as debt
for analytical purposes).  The company also plans to issue a
$30 million, four-year asset-based loan revolving credit facility
(expected to be undrawn at the close of the transaction and will
be unrated).  S&P estimate that pro forma for the transaction,
debt to EBITDA will be near or below 4x.  Included in this
estimate, and treated as debt for analytical purposes, is about
$30 million in existing redeemable PIK preferred equity
securities.

"The ratings on Pierre foods reflect the company's modest scale
and narrow product focus on precooked beef and hand-held
convenience products sold primarily to the food service industry,"
said Standard & Poor's credit analyst Christopher Johnson.  The
company benefits from its well established customer relationships
and fairly diversified channels within the foodservice industry.
S&P's ratings also consider the company's relatively short post-
bankruptcy operating tenure following its emergence from Chapter
11 in December 2008.

Pierre Foods is a manufacturer of differentiated value-added
protein and handheld convenience items sold primarily to schools,
national accounts, and foodservice distributors.  The relatively
stable K-through-12 school segment is Pierre Foods' largest sales
channel, constituting about 30% of sales.  S&P believes the
company's well-established position in schools and its nominal
exposure to the casual dining channel has helped mitigate the
negative impact of declining demand for away-from-home dining in
the current recessionary environment.  Still, other end markets,
including quick serve and convenience foods, have been under
pressure in the past year by trade downs to more value-based menu
items and fewer on-premise visits due in part to higher fuel
costs.  Although the company is currently looking to expand its
presence in the relatively better performing retail and warehouse
channels, its exposure to those markets remain modest, and, in
S&P's opinion, meaningful expansion is a longer term prospect
unlikely to materially affect the company's operating performance
over the next year.

The outlook is stable reflecting S&P's expectations for Pierre to
continue to grow EBITDA and pro forma credit measures that are
somewhat better than medians for the ratings.  S&P could consider
an outlook revision to positive over the near term if the company
continues to expand its EBITDA margins in line with S&P's current
expectation of greater than 9%, while maintaining adjusted debt to
EBITDA at near or below 4x.  Alternatively, S&P could consider
revising the outlook to negative if margin improvement reverses
and leverage were to increase well above 5x.  S&P believes this
could occur if volumes decline by much more than S&P's currently
anticipated mid-single-digit declines or if raw material prices
were to suddenly spike in the coming months.


PILGRIM'S PRIDE: Files Chapter 11 Plan to Sell to JBS
-----------------------------------------------------
Pilgrim's Pride Corporation and six debtor-affiliates filed a
joint plan of reorganization and explanatory disclosure statement
with the U.S. Bankruptcy Court for the Northern District of Texas.

Pilgrim's Pride and JBS have agreed to a transaction representing
an enterprise value of approximately $2.8 billion.  Under the
terms of the plan of reorganization, Pilgrim's Pride has entered
into an agreement to sell 64% of the new common stock of the
reorganized Pilgrim's Pride to JBS S.A., through its JBS USA
Holdings, Inc. subsidiary (JBS U.S.A.), for $800 million in cash.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least $1.65 billion.

The disclosure statement hearing is currently scheduled to take
place on October 20, 2009, at 10:30 a.m. CT before the Bankruptcy
Court.  If the Bankruptcy Court determines that the proposed
disclosure statement provides adequate information to vote on the
plan, then the proposed disclosure statement and plan, along with
the appropriate ballots, will be sent to shareholders to vote on
the plan. Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

A copy of the Disclosure Statement is available for free at:

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

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Gets Nod to Hire Lakeshore as Food Advisors
------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates sought and obtained the
Court's authority to employ Lakeshore Food Advisors, LLC, nunc pro
tunc to May 12, 2009, in accordance with a financial advisory
services agreement between Pilgrim's Pride Corporation, Bo
Pilgrim, and LFA.

The Debtors seek to retain LFA in connection with the divestiture
of the capital stock or assets of the Debtors' commercial egg
operations or the infusion of capital into PPC for use in the
Commercial Egg Operations.

Under the Advisory Agreement, LFA has agreed to:

  (a) assist in the determination of an appropriate plan to
      divest the Commercial Egg Operations, and in the design
      and implementation of a process to solicit, coordinate and
      evaluate any potential or actual transaction;

  (b) assist in identifying and qualifying potential acquirors,
      financing sources, or partners and act as the Selling
      Parties exclusive representative in discussions regarding
      any transaction;

  (c) assist in the preparation and dissemination of
      confidential information materials for any potential
      transaction; provided that LFA will not deliver any
      Information Materials to any potential acquiror, financing
      sources or partners unless it has first received an
      executed non-disclosure agreement that is approved by PPC;

  (d) assist in the negotiation and implementation of, and
      review of proposals in connection with, a transaction;

  (e) perform the financial and strategic analysis necessary to
      incorporate financial, tax, and merger and acquisition
      priorities of PPC into the business terms of any potential
      or actual transaction;

  (f) assist in all aspects of the negotiation process of a
      transaction, including establishment of structure, price
      and terms and the allocation of the Transaction Value
      between PPC and Mr. Pilgrim; provided that the Seller
      Parties will be solely responsible for any final decision
      regarding allocation.  LFA will only provide its good
      faith analysis and estimation as to allocation and will
      not be required to provide any financial or tax opinion or
      letter of reliance;

  (g) provide testimony, as necessary, with respect to matters
      on which LFA has been engaged in any proceeding before the
      Bankruptcy Court; provided that LFA will be permitted to
      consult with and follow the guidance of counsel; and

  (h) assist in the non-legal aspects of final documentation and
      closing of a transaction.

Pursuant to the Advisory Agreement, LFA will be paid as follows:

  * LFA will be entitled to a $75,000 retainer fee payable by
    PPC upon the execution of the Advisory Agreement

  * LFA will be entitled to a contingent fee equal to (a) 3.5%
    of the Transaction Value up to $30 million; plus (b) 6.5% of
    the Transaction Value in excess of $30 million.  The minimum
    contingent fee, however, cannot be less than $1 million and
    the Retainer Fee will be credited against and reduce the
    amount of the portion of the Contingent Fee.  The Contingent
    Fee will be paid by the Selling Parties ratably according to
    their Pro-Rata Share, which means 65.482% with respect to
    Mr. Pilgrim and 34.518% with respect to PPC.

  * LFA will be entitled to reimbursement from PPC monthly for
    all reasonable and itemized out-of-pocket expenses incurred
    by LFA in connection with the performance of its services.

LFA is holding $75,000 representing the Retainer Fee.

The Debtors have also agreed to indemnify LFA in accordance with
the Advisory Agreement.  The indemnification provisions are
customary for financial advisors and investment bankers like LFA.

Mary L. Burke, a principal of Lakeshore Food Advisors, LLC,
assures the Court that her firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code, and
does not represent any interest adverse to the Debtors or their
estates.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Gets OK to Enter Into Wastewater Deal With State
-----------------------------------------------------------------
The County Commission of Hardy County, West Virginia, has
proposed the creation of a public service district, a public
corporation under the laws of the State of West Virginia, for the
purpose of owning and operating a regional sanitary sewer
collection and treatment facility to serve both the residents of
the town of Moorefield, West Virginia, and the citizens of Hardy
County, within the District's service territory.

Pilgrim's Pride Corporation is the owner and operator of certain
poultry processing facilities located within the jurisdictional
limits of the District's service territory.  As a result of its
operation, PPC generates wastewater.  PPC estimates that it
generates, on average, approximately 2 million gallons of
wastewater per day.  Historically, PPC has self-treated the PPC
Process Wastewater.

PPC is required by permit to come into compliance with more
stringent requirements with respect to the treatment of the PPC
Wastewater by the year 2011, according to Stephen A. Youngman,
Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas.

PPC estimates that upgrading its current facilities to come into
compliance with the more stringent permit requirements would
cause it to incur approximately $6 million in capital expenses,
either directly funded or financed by PPC.

In this regard, the Debtors sought and obtained authority from
the Court to enter into an agreement with the State of West
Virginia for the construction of a regional wastewater treatment
facility that will be owned and operated by the District for the
purpose of treating the wastewater.  The agreement will also
govern the obligations and rights of the Parties with respect to
the Treatment Facility.

Mr. Youngman informed the Court that Hardy County and Moorefield
have already raised a significant amount of the funds necessary
for the construction of the Treatment Facility in the form of
grants and in-kind contributions.  A portion of the cost of
construction of the Treatment Facility, however, will be financed
by the District, either through the issuance of bonds or by
obtaining low-interest loans.  Entering into the Agreement will
obligate PPC to pay a certain percentage of the monthly payments
of principal and interest to repay the financing.

The Debtors believe that Court approval of the Agreement will
facilitate efforts to obtain additional grant money, financing
and necessary government approvals, Mr. Youngman said.  The
Parties will not enter into the Agreement unless the government
approvals that are necessary for construction and operation of
the Treatment Facility are obtained, he added.  Moreover, should
the costs of entering into the Agreement turn out to be
significantly greater than the projected costs, the Debtors
either will not enter into the Agreement or will seek the Court's
approval prior to doing so, Mr. Youngman stressed.

A full-text copy of the Wastewater Treatment Agreement is
available for free at:

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

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Proposes Settlements With 431 Contract Growers
---------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates seek the Court's
authority, pursuant to Rule 9019 of the federal Rules of Bankrupt
Procedure, to enter into a settlement agreement with 431
independent contract growers to resolve the disputes that arose as
a result of the Debtors' proposed rejection of the Grower
contracts.

A list of the names of Contract Growers the Debtors intend to
settle with is available for free at:

          http://bankrupt.com/misc/PPC_growers2settle.pdf

The salient terms of the Settlement Agreement are:

* The Debtors will immediately pay to the Growers an
   aggregate amount of $3,157,500.

* In exchange, the Growers will immediately take all actions
   necessary to dismiss, with prejudice, their objections to the
   Debtors' proposed rejection of the Grower Contracts.

* The Debtors will be released from and against all claims and
   charges under any municipal, local, state, or federal law,
   common or statutory, including all claims as defined by
   Section 101(5) of the Bankruptcy Code, claims for
   discrimination, fraud, deceit, constructive fraud, breach of
   fiduciary duty, promissory estoppel, violations of the
   Packers and Stockyard Act of 1921, violations of Section
   13-3-44 of the Office of Contract and Grant Administration,
   equitable estoppel, rejection claims, out-time claims, and
   breach of contract claims, except:

      -- those claims currently asserted in Adams et al. v.
         Pilgrim's Pride Corporation, Case No. 4:09-CV-0387;

      -- those claims currently asserted in White et al. v.
         Pilgrim's Pride Corporation et al., Case No.
         2:07-CV-00522-TJW; and

      -- any postpetition claims for fraud or violation of the
         PSA set forth in a motion for leave to amend the Adams
         Case.

* The Releasing Parties agree that they will not file any
   proofs of claim in the Debtors' bankruptcy cases for any of
   the PPC Released Claims.  To the extent that the Releasing
   Parties' Proofs of Claim allege the released claims or
   damages, the PPC Released Claims in those Proofs of Claim are
   deemed satisfied and expunged upon Debtors' making of the
   Payment.

* To the extent permitted by law, the Releasing Parties forever
   waive, release, and covenant not to sue or file or assist
   with suing or filing any complaint or claim against any
   Releasee with any court, governmental agency or other entity
   based on a PPC Released Claim, whether known or unknown at
   the time of execution of this Agreement.  The Releasing
   Parties also waive any right to recover from any Releasee in
   a civil suit or other action brought by any governmental
   agency or any other individual or entity for or on their
   behalf with respect to any PPC Released Claim.  This release
   covers both claims that the Releasing Parties know about and
   claims not known about by the Releasing Parties; and

* The Parties agree that nothing in the Agreement will be an
   acknowledgement or admission of any violation of any
   contract, local, state, or federal law, common or statutory.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP in
Dallas, Texas, asserts that to avoid protracted litigation on the
issues raised in the Rejection Objections, the Debtors have
determined that it is in the best interests of their estates to
resolve the Objections and the Proofs of Claim on the terms set
forth in the Agreement.

Although the Debtors dispute the merits of the Objections, they
believe the terms of the settlement are fair, Mr. Youngman says.
By consensually resolving the Objections at the current time, the
Debtors are able to avoid burdening their estates with the
further costs of defending against the Growers' Objections, he
points out.

At the Debtors' behest, the Court will convene a hearing to
consider this Motion on September 23, 2009.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Wants to Assume Unisys Maintenance Deal
--------------------------------------------------------
Prior to the Petition Date, Pilgrim's Pride Corporation and
Unisys Corporation entered into a Master Agreement for Products
and Services dated November 7, 2001, pursuant to which Unisys
provides PPC with maintenance and repair of hardware equipment
required to operate software necessary for PPC's business
operations, like production reporting, accounting, billing, human
resources and treasury.  Unisys sold and installed the Hardware,
and as a result is uniquely situated to maintain it.

The prompt guarantee of service that the agreement provides
assures that the Debtors' businesses will be able to function
efficiently and without interruption.  An alternative maintenance
provider is not available for this particular Hardware, Stephen
A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas,
Texas, tells the Court.

The Debtors have ceased using three servers maintained by Unisys,
and as a result have asked that Unisys amend the Master Agreement
to reduce the monthly maintenance charges.  On June 5, 2009, the
Debtors and Unisys entered into an amendment to the Master
Agreement to reduce the monthly payments for maintenance from
$45,961 to $28,198 per month, retroactive to February 1, 2009.
Effectiveness of the Amendment is subject to assumption by the
Debtors of the Master Agreement, as amended, Mr. Youngman says.

The Debtors and Unisys have agreed that there is an outstanding
balance owed to Unisys in the amount of $204,575, representing
$102,909 for prepetition services and $101,665 for postpetition
services.

Due to the modification of the Master Agreement, and more
specifically, the reduction in the monthly servicing fees, the
Debtors are prepared to give adequate assurance that payments on
the Master Agreement will be timely, Mr. Youngman avers.  The
Debtors and Unisys have engaged in fair, arms length
negotiations, which have resulted in setting a monthly service
fee that the Debtors will be able to pay in a timely manner and
which Unisys is willing to accept.

The assumption of the Master Agreement will benefit the Debtors'
estates by allowing the Debtors to continue to use the Hardware
to operate their business normally and efficiently, Mr. Youngman
asserts.

Accordingly, the Debtors sought and obtained the Court's
authority to assume the Master Agreement with Unisys, as amended.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PINNACLE FOODS: Bank Debt Trades at 6.4% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Pinnacle Foods is
a borrower traded in the secondary market at 93.60 cents-on-the-
dollar during the week ended Sept. 18, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.10 percentage points
from the previous week, The Journal relates.  The loan matures on
April 2, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B2
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

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


PROMETRIC INC: S&P Changes Outlook on 'B+' Rating to Positive
-------------------------------------------------------------
On Sept. 17, 2009, Standard & Poor's Rating Services revised the
outlook on Baltimore-based Prometric Inc. (formerly Test Center
LLC) to positive.  The corporate credit rating was affirmed at
'B+'.  All other ratings, including issue ratings were affirmed.
Prometric had total debt of $281 million at June 30, 2009.

"The outlook revision reflects improved operating performance,
good discretionary cash flow, and lower leverage," explained
Standard & Poor's credit analyst Hal Diamond.

The 'B+' rating on Prometric, reflects the company's leveraged
capital structure and increasing covenant pressures.  Its good
position in the concentrated and highly competitive standardized-
test delivery market does not offset these risks.  Prometric is
the larger of two principal providers of computer-based testing
services, with the main competitor Pearson VUE, owned by U.K.-
based Pearson PLC (BBB+/Stable/A-2).  Prometric serves the
academic, financial, IT, government, professional associations,
and health care market segments, with the corporate sector
accounting for less than 5% of revenues.

Prometric's owner, Educational Testing Service, does not guarantee
its debt, but S&P impute modest credit support from ETS because
S&P views Prometric as having significant strategic importance to,
and strong economic ties with, ETS.  ETS contributed $147 million,
or roughly one-third of the purchase price, to help finance the
2007 acquisition of Prometric.  ETS is the company's largest
client, accounting for about 24% of revenues.  Prometric
exclusively administers ETS' technology-delivered standardized
tests under a long-term contact with inflationary price increases
expiring in 2014.

Prometric also operates under exclusive long-term contracts,
typically three to five years, with nearly all of its top clients
and maintains a very high client renewal rate.  Geographic
diversity is good, with roughly 40% of test volume derived from
markets outside North America.

Lease-adjusted debt to EBITDA improved to 3.8x for the 12 months
ended June 30, 2009, from 6.2x at the closing of the October 2007
acquisition.  Unadjusted EBITDA coverage of interest rose to 4.2x
from a pro forma level of 2.4x in 2007.  Coverage of cash interest
expense was 6.2x, reflecting the noncash interest on the
$120 million 6.75% subordinated zero coupon seller notes due 2014,
which was reduced to $102.4 million on Aug. 24, 2009, as a result
of a purchase price adjustment with Thomson Corp.


QVC INC: Moody's Assigns 'Ba2' Rating on $500 Mil. Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to QVC, Inc.'s
proposed $500 million senior secured notes maturing in 2019.  QVC
plans to utilize the net proceeds from the offering and existing
cash to retire approximately $500 million of the 2014 tranches of
its credit facilities.  Moody's believes the offering favorably
extends QVC's maturity profile with a modest increase in cash
interest expense that does not materially affect the company's
free cash flow or near-term liquidity position.  QVC's Ba2
Corporate Family Rating and stable rating outlook are not affected
by the offering.

Assignments:

Issuer: QVC, Inc.

  -- Senior Secured Notes due 2019, Assigned a Ba2, LGD3 - 35%

The proposed notes are guaranteed by substantially all of QVC's
domestic subsidiaries and secured by a first lien on the assets
pledged to QVC's credit facilities.  The collateral package
consists of the stock of QVC and material domestic subsidiaries
and all personal property of QVC and material restricted
subsidiaries other than deposit accounts and equipment and
fixtures.  The furniture and fixtures qualify as Principal
Properties in the indentures of QVC's parent, Liberty Media LLC
and would be included in the consolidated Liberty liens basket.
QVC-Japan is excluded from the collateral package and the pledge
from other foreign subsidiaries is limited to 65% of the stock.

QVC's proposed notes do not contain maintenance financial
covenants as is the case with its credit facilities.  Maintenance
covenants provide the bank lenders an ability to modify the terms
of the credit facility if an amendment were necessary.  Moody's
does not believe the credit facility priority of claim will differ
materially from the proposed notes given the pari passu collateral
package and the bonds and credit facility are ranked the same in
the notching model.  However, there is no prohibition on bank
lenders rolling some or all of their exposure into a DIP facility
subject to bankruptcy court approval.

Restricted payments are permitted under the proposed notes as long
as there is no event of default and leverage does not exceed
specified levels, which levels approximate the maintenance
covenants in the credit facility.  Restricted payments to fund tax
payments, service debt attributed to the Liberty Interactive
tracking stock (approximately $2.1 billion of debt as of 6/30/09)
and to fund Liberty repurchases of QVC's bank debt are permitted
without regard to the leverage test.  The notes contain a change
of control put at 101% of par and the headroom under the 2x
interest coverage debt incurrence ratio would permit the issuance
of significant incremental debt (in excess of $6 billion based on
LTM 6/30/09 results and current interest rates), although the
credit facilities' maintenance financial covenants are far more
restrictive at this point (less than $1 billion of debt capacity
based on LTM 6/30/09 results).

Moody's last rating action on QVC was on July 1, 2009, when it
withdrew QVC's Ba2 term loan B rating.

QVC, headquartered in West Chester, Pennsylvania, is one of the
largest multimedia retailers in the world primarily targeting
female shoppers with a mix of beauty, fashion, jewelry and home
products.  QVC was founded in 1986 and has operations in the U.S.,
United Kingdom, Germany and Japan with plans to expand into Italy
in 2010.  The company is a wholly owned subsidiary of Liberty and
attributed to the LINTA tracking stock.  Annual revenue is
approximately $7.1 billion.


R.D.B. TRUCKING LLC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: R.D.B. Trucking, LLC
        P.O. Box 443
        Hazard, KY 41702

Bankruptcy Case No.: 09-61448

Chapter 11 Petition Date: September 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Dean A. Langdon, Esq.
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com

                  Jamie L. Harris, Esq.
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: jharris@wisedel.com

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

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

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

             http://bankrupt.com/misc/kyeb09-61448.pdf

The petition was signed by Robert Dennis Butler, member of the
Company.


REALOGY CORP: Bank Debt Trades at 17% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 8.25
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.25
percentage points from the previous week, The Journal relates.
The loan matures on Sept. 30, 2013.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's CCC- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Sept. 18, among the 135 loans with five or more bids.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.

Moody's Investors Service on December 19, 2008, lowered its
corporate family rating on Realogy to Caa3 from Caa2 following the
company's withdrawal of an exchange offer to holders of its senior
unsecured cash pay, unsecured toggle and subordinated notes.  As
reported by the Troubled Company Reporter on March 3, 2009,
Moody's said Realogy's announcement that its private equity
sponsor, Apollo Management, L.P., may invest up to $150 million in
the company during fiscal 2009 will have no immediate impact on
Realogy's credit ratings, liquidity rating or the negative rating
outlook.

Realogy carries 'CC' issuer credit ratings from Standard & Poor's.


REVLON INC: Extends Exchange Offer Until September 24
-----------------------------------------------------
Revlon Inc. has extended the expiration date of its exchange
offer, in which each issued and outstanding share of Revlon Class
A common stock may be exchanged on a voluntary basis for one share
of a newly-issued series of Revlon preferred stock.

The deadline for tendering shares of Revlon Class A common stock
in exchange for shares of Revlon preferred stock has been extended
from 5:00 p.m., New York City time, on September 17, 2009 to 5:00
p.m., New York City time, on September 24, 2009, unless further
extended.

The Company has been advised that as of 5:00 p.m., New York City
time, on September 17, 2009 approximately 8,583,248 shares of
Revlon Class A common stock had been tendered in the Exchange
Offer.

The exchange agent for the Exchange Offer is American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York
10038, telephone: (877) 777-0800.  In addition, the tender offer
statement and related materials may be obtained for free by
calling D.F. King & Co., Inc., the information agent for the
exchange offer, toll-free at (800) 949-2583.  Banks and brokerage
firms please call D.F. King & Co., Inc. collect at: (212) 269-
5550.  Holders of Class A common stock may also contact their
brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Exchange Offer.

                           About Revlon

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2009, Revlon Inc. had $784,700,000 in total assets;
$300,900,000 in total current liabilities, $1,183,600,000 in long-
term liabilities, $107,000,000 in long-term debt of affiliates,
$222,900,000 in long-term pension and other post-retirement plan
liabilities, and $65,400,000 in other long-term liabilities;
resulting in $1,095,100,000 in stockholders' deficit.


RITE AID: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 87.00
cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at 'B-
' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of Feb. 28, 2009.


ROBERT JOSEPH PODZEMNY: Case Summary & 19 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Robert Joseph Podzemny
           aka Bob Podzemny
        356 Sedan Hwy
        Sedan, NM 88436

Case No.: 09-14226

Chapter 11 Petition Date: September 17, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
            Moore, Berkson & Gandarilla, P.C.
            PO Box 7459
            Albuquerque, NM 87194
            Tel: (505) 242-1218
            Fax: (505) 242-2836
            Email: mbglaw@swcp.com

                  George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  PO Box 7459
                  Albuquerque, NM 87194
            Tel: (505) 242-1218
            Fax: (505) 242-2836
            Email: mbglaw@swcp.com

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

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

The petition was signed by Mr. Podzemny.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Frontier Fuel Co.                                     $54,440

PHI Financial Services                                $342,620
PO Box 660635
Dallas, TX 75266

DBE                                                   $18,869

Poole Chemical Co.                                    $12,861

A & I Parts                                           $6,978

Dalhart Consumer Fuel Assoc                           $6,376

Rita Blanca Electric Coop                             $4,327

Doug Hersey                                           $2,500

Westley Welborn                                       $2,084

Beck & Cooper Lawyers                                 $1,419

Clayton Nursing & Rehab                               $1,026

Heiser Tire Service                                   $1,002

Amarillo National Bank                                $900

Card Service Center                                   $433

Bradley Supply                                        $339

Alliance Irrigation LP                                $284

Scott Power & Machine                                 $160

SPC                                                   $112

Union County Agency                                   $100


ROCKWELL DIAMONDS: Posted C$13MM Net Loss in Fiscal Ended Feb. 28
-----------------------------------------------------------------
Rockwell Diamonds Inc. filed with the Securities and Exchange
Commission its consolidated financial statements for fiscal year
ended Feb. 28, 2009.

The Company's balance sheet at Feb. 28, 2009, showed total assets
of C$106,362,416, total liabilities of C$35,941,390 and a
stockholders' equity of C$70,421,026.

For fiscal year ended Feb. 28, 2009, the Company posted a loss of
C$12,975,962 compared with a loss of C$9,403,028 for nine months
ended Feb. 29, 2008.

On Sept. 11, 2009, KPMG Inc. in Bloemfontein, Republic of South
Africa expressed substantial doubt about Rockwell Diamonds Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for fiscal years ended Feb. 28,
2009, and 2008.  The auditor noted that the Company suffered
significant losses from operations in the current year and
continues to incur losses subsequent to year end and has a risk
that cash and working capital will not be sufficient to fund the
continuing losses.

A full-text copy of the Company's consolidated financial
statements is available for free at:

               http://ResearchArchives.com/t/s?4509

Rockwell Diamonds Inc. (TSE:RDI) is engaged in the business of
alluvial diamond production and acquisition and exploration of
natural resource properties.  The Company's principal mineral
property interests are located in South Africa.


RONALD WAYNE MOBLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Ronald Wayne Mobley
               Susan Holmes Mobley
               13917 E Coyote Way
               Fountain Hills, AZ 85268

Case No.: 09-22930

Chapter 11 Petition Date: September 16, 2009

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

Judge: Redfield T. Baum

Debtors' Counsel: Dean M. Dinner, Esq.
                  Nussbaum & Gillis
                  14500 N. Northsight Blvd., Suite 116
                  Scottsdale, AZ 85260-0001
                  Tel: (480) 609-0011
                  Email: ddinner@nussbaumgillis.com

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Bank of America                Credit card purchases  $4,727
Visa Signature

CF3 Luxury Homes, Inc.         Single Family          $160,000
                               Residence 53782        ($2,100,000
                               Via Dona, La Quinta    secured)
                               CA 92253               ($2,195,661
                                                       senior
                                                       lien)

CF3 Luxury Homes, Inc.         Single Family          $70,000
                               Residence 53347        ($1,300,000
                               Via Mallorca,          secured)
                               La Quinta, CA 92253    ($1,901,236
                                                      senior
                                                      lien)

County of Hawaii -             real property taxes    $46,024
RE Tax Division                for parcel mo. 2-7-2-
                               029-027-0000-000

First Fidelity Bank            litigation regarding   $185,171
c/o O'Steen & Harrison, PLC    deficiency upon
                               foreclosure of
                               property located at
                               9174 E. Quartz
                               Mountain Drive,
                               Apache Junction,
                               AZ 85218

First Tennessee Bank           home equity loan on    $249,441
of Memphis                     property located at
                               305 Genius Loci,
                               Payson, AZ - foreclosure

Hideaway                       membership dues        $31,493
                               For 32D and 43C

Indymac Federal Bank           Single Family          $2,190,000
PO Box 78826                   Residence              ($2,100,000
Phoenix, AZ 85026              53782 Via Dona,        secured)
                               La Quinta, CA 92253

Kitsap Bank                    Commercial building    $1,281,549
550 Park Avenue                5950 St., Hwy 303,     ($0 secured)
Bremerton, WA 98337            Bremerton, WA

Kitsap Bank                    Commercial building    $217,900
                               3368 E. Hwy 101,       ($0 secured)
                               Port Angeles, WA

La Jolla Bank                  Single Family          $1,901,236
390 W. Valley Pkwy             Residence 53347        ($1,300,000
Escondido, CA 92025            Via Mallorca,          secured)
                               La Quinta,
                               CA 92253

Land America                   Torreon-approximately  $105,874
                               1 acre vacant land     ($100,000
                               Lot 177                 secured)
                               2981 S. Snowberry Loop
                               Show Low, AZ

M&I Marshall & IIsley Bank     judgement entered      $695,539
c/o Folks & O'Connor, PLLC     in Maricopa County
1850 N. Central Av #1140       Superior Court
Phoenix, AZ 85004              Case No. CV2008-
                               029143

Maricopa County Treasurer      real property tax on   $7,119
                               Parcel no. 217-19-
                               939-1 for 2008 and 2009

Riverside County Treasurer     property taxes for     $13,004
                               parcel no.
                               77739005-8

Riverside County Treasurer     property taxes for     $18,682
                               parcel no.
                               777420015-9

The Desert Mountain Club       membership dues        $21,521

The Hideaway Owners            Single Family          $5,661
Association                    Residence 53782        ($2,100,000
c/o Green Bryant & French, LLP Via Dona, La Quinta    secured)
1230 Columbia St., Suite 700    CA 92253               ($2,190,000
San Diego, CA 92101                                   senior
                                                      lien)

The Rim Golf Club              membership dues        $24,092

Washington Mutual              Condominium unit       $352,000
PO Box 78148                   13600 N. Fountain      ($255,000
Phoenix, AZ 85062              Hills Blvd. #406       secured)
                               Fountain Hills,
                               AZ 85268


SEAMANS INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Seamans Investments, LLC
        937 West Redwood Dr
        Chandler, AZ 85248

Bankruptcy Case No.: 09-23046

Chapter 11 Petition Date: September 17, 2009

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

Judge: George B. Nielsen

Debtor's Counsel: James F. Kahn, Esq.
                  301 E. Bethany Home Rd., #C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
                  Email: james.kahn@azbar.org

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

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/azb09-23046.pdf

The petition was signed by Steven Seamans, managing member of the
Company.


SERVICE MASTER: Bank Debt Trades at 11.3% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which The ServiceMaster
Co. is a borrower traded in the secondary market at 88.66 cents-
on-the-dollar during the week ended Sept. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.50 percentage
points from the previous week, The Journal relates.  The loan
matures on July 24, 2014.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B1 rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Sept. 18, among the 135 loans
with five or more bids.

The ServiceMaster Co. -- http://www.servicemaster.com/-- serves
residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses.  The
Company's brands include TruGreen, TruGreen LandCare, Terminix,
American Home Shield, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec. The core services of the Company include
lawn care and landscape maintenance, termite and pest control,
home warranties, disaster response and reconstruction, cleaning
and disaster restoration, house cleaning, furniture repair, and
home inspection.


SILICON GRAPHICS: Solicits Votes for Chapter 11 Plan
----------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for Southern
District of New York approved a disclosure statement explaining a
joint Chapter 11 plan of reorganization, which creates a
liquidating trust under which 75% of the trust goes to the lenders
and the remaining 25% goes to the prior claim holders, filed by
Silicon Graphics Inc. and its debtor-affiliates dated Aug. 18,
2009.  He said that the Debtors' disclosure statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

A hearing is set for Oct. 29, 2009, at 2:00 p.m., (Prevailing
Eastern Time) to consider confirmation of the Debtors' plan.
Objections, if any, are due Oct. 19, 2009, at 5:00 p.m.
(Prevailing Eastern Time).

The Debtors filed with the Court an amended disclosure statement
describing a modified first amended plan of reorganization.

A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?4506

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

              http://ResearchArchives.com/t/s?4507

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on September 19, 2006.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.

On June 4, 2009, the Company amended its Amended and Restated
Certificate of Incorporation pursuant to the Certificate of
Amendment of Amended and Restated Certificate of Incorporation of
Silicon Graphics, Inc., to change its name to Graphics Properties
Holdings, Inc.


SMART ONLINE: Atlas Capital Discloses 39% Equity Stake
------------------------------------------------------
Atlas Capital, SA, disclosed that as of September 9, 2009, it has
acquired, in the aggregate, 7,204,297 shares -- or roughly 39% --
of Common Stock either from Smart Online, Inc., or from other
shareholders of the Company.  Atlas Capital has paid an aggregate
of $19,565,579.12 for the shares from corporate funds, including
56,206 shares acquired from Dennis Michael Nouri (the former
President and Chief Executive Officer of Smart Online) pursuant to
a note cancellation agreement.  In exchange for the shares
acquired from Mr. Nouri, Atlas Capital cancelled a note under
which Mr. Nouri owed Atlas Capital principal and interest totaling
$85,117.

Atlas Capital acquired the shares of Common Stock for investment
purposes.  Subject to, among other things, Smart Online's business
prospects, prevailing prices, and market conditions, Atlas Capital
may purchase additional shares of Common Stock or other securities
of Smart Online from time to time in the open market, in privately
negotiated transactions, or otherwise.  In addition, one of Atlas
Capital's investment goals is diversification, which may require
Atlas Capital to sell shares of Common Stock.  Accordingly, Atlas
Capital may, from time to time, make decisions to sell shares of
Common Stock based upon then-prevailing market conditions.

Atlas Capital said it has no plans or proposals which would relate
to or result in any of the matters set forth:

     (a) the acquisition by any person of additional securities of
         Smart Online, or the disposition of securities of Smart
         Online;

     (b) an extraordinary corporate transaction, such as a merger,
         reorganization, or liquidation, involving Smart Online or
         any of its subsidiaries;

     (c) a sale or transfer of a material amount of assets of
         Smart Online or any of its subsidiaries;

     (d) any change in the present Board of Directors or
         management of Smart Online, including any plans or
         proposals to change the number or term of Smart Online's
         Board of Directors or to fill any existing vacancies
         thereon;

     (e) any material change in the present capitalization or
         dividend policy of Smart Online;

     (f) any other material change in Smart Online's business or
         corporate structure;

     (g) changes in Smart Online's charter, bylaws, or instruments
         corresponding thereto or other actions which may impede
         the acquisition of control of Smart Online by any person;

     (h) causing a class of securities of Smart Online to be
         delisted from a national securities exchange or to cease
         to be authorized to be quoted in an inter-dealer
         quotation system of a registered national securities
         association;

     (i) a class of equity securities of Smart Online becoming
         eligible for termination of registration pursuant to
         Section 12(g)(4) of the Securities Exchange Act of 1934,
         as amended; or

     (j) any other similar actions.

                        Going Concern Doubt

In August 2009, the Company reported a net loss of $1,734,037 for
the three months ended June 30, 2009, from a net loss of
$1,302,059 for the same period in 2008.  The Company posted a net
loss of $3,328,689 for the six months ended June 30, 2009, from a
net loss of $3,132,942 for the same period a year ago.

The Company said revenues decreased 52.8% to $829,171 for the
three months ended June 30, 2009, from $1,755,631 for the same
period in 2008.  Revenues decreased 51.8% to $1,542,654 for the
six months ended June 30, 2009, from $3,202,794 for the same
period in 2008.  Overall decrease in revenues was driven by
substantial declines in subscription fees, professional service
fees, and license fees.

At June 30, 2009, the Company had $1,940,518 in total assets
against $10,901,973 in total liabilities.  The Company had
$76,006,765 in accumulated deficit and $8,961,455 in stockholders'
deficit at June 30, 2009.  The Company's June 30 balance sheet
also showed strained liquidity with $290,931 in total current
assets against $3,539,372 in total current liabilities.

Sherb & Co., LLP, the Company's independent registered public
accountants for fiscal 2008, has issued an explanatory paragraph
in their report included in the Company's Annual Report on Form
10-K for the year ended December 31, 2008, in which they express
substantial doubt as to the Company's ability to continue as a
going concern, given the Company's recurring losses from
operations and deficiencies in working capital and equity.  The
Company has said the adverse opinion could materially limit its
ability to raise additional funds by issuing new debt or equity
securities or otherwise.

                        About Smart Online

Smart Online, Inc. -- http://www.smartonline.com/-- develops and
markets software products and services -- One Biz(TM) -- targeted
to small businesses that are delivered via a Software-as-a-Service
model.  The Company sells its SaaS products and services primarily
through private-label marketing partners.  In addition, the
Company provides sophisticated and complex Web site consulting and
development services, primarily in the e-commerce retail and
direct-selling organization industries.


SMART ONLINE: Inks FF&E Sale-Leaseback Deal with Noteholders
------------------------------------------------------------
Smart Online, Inc., on September 4, 2009, entered into a sale
transaction whereby it sold its computer equipment, furniture,
fixtures and certain personal property located at its principal
executive offices in Durham, North Carolina, on an "as-is, where
is" basis to the holders of the Company's Convertible Secured
Subordinated Notes, on a ratable basis in proportion to their
holdings of Notes, for $200,000, pursuant to a Bill of Sale.

The Purchase Price was paid through a $200,000 reduction, on a
ratable basis, in the outstanding aggregate principal amount of
the Notes, which principal amount was $7.8 million immediately
before giving effect to this sale.  The Purchase Price represented
the fair market value of the Equipment based on an independent
appraisal of the Equipment by Dynamic Office Services and Coastal
Computers, which are not affiliated with the Company.

The Equipment served as a portion of the collateral securing the
Company's obligations under the Notes.  The Noteholders and their
collateral agent consented to the partial release of collateral
consisting of the Equipment in order to effectuate the sale.

After giving effect to the sale of the Equipment, the Equipment
was leased back to the Company under a lease for a 10-year term at
a monthly rental of $2,426.  The 10-year term was agreed upon to
address both the Company's desire to reduce a portion of the
Company's indebtedness to the Noteholders, which would otherwise
have become due on November 14, 2010, while enabling the
Noteholders to acquire ownership of the Equipment and receive
payments in addition to interest in advance of the Note principal
repayment date.

Crystal Management Ltd., one of the holders of the Notes, was
appointed by the Noteholders as their agent for the purpose of
administering the lease transaction and serving as lessor for
their benefit under the Lease.

Under the terms of the Lease, the Company is responsible for loss
or damage to the Equipment, is responsible for keeping the
Equipment insured and is responsible for payment of any applicable
use and property taxes.  In the event that the lease is terminated
on account of the Company's default or otherwise terminated by the
Company without the Lessor's consent, the Company is obligated to
pay to the Lessor the "Stipulated Loss Value", which is an amount
equal to the total of (1) all accrued and unpaid monthly rent
payments and other amounts due and payable to Lessor through the
date of termination, plus (2) the present value of all future
monthly rent payments to be paid over the remaining original term
of the lease, discounted at the annual rate of 8%, in
consideration for which title to the Equipment will revert to the
Company.

                        Going Concern Doubt

In August 2009, the Company reported a net loss of $1,734,037 for
the three months ended June 30, 2009, from a net loss of
$1,302,059 for the same period in 2008.  The Company posted a net
loss of $3,328,689 for the six months ended June 30, 2009, from a
net loss of $3,132,942 for the same period a year ago.

The Company said revenues decreased 52.8% to $829,171 for the
three months ended June 30, 2009, from $1,755,631 for the same
period in 2008.  Revenues decreased 51.8% to $1,542,654 for the
six months ended June 30, 2009 from $3,202,794 for the same period
in 2008.  Overall decrease in revenues was driven by substantial
declines in subscription fees, professional service fees, and
license fees.

At June 30, 2009, the Company had $1,940,518 in total assets
against $10,901,973 in total liabilities.  The Company had
$76,006,765 in accumulated deficit and $8,961,455 in stockholders'
deficit at June 30, 2009.  The Company's June 30 balance sheet
also showed strained liquidity with $290,931 in total current
assets against $3,539,372 in total current liabilities.

Sherb & Co., LLP, the Company's independent registered public
accountants for fiscal 2008, has issued an explanatory paragraph
in their report included in the Company's Annual Report on Form
10-K for the year ended December 31, 2008, in which they express
substantial doubt as to the Company's ability to continue as a
going concern, given the Company's recurring losses from
operations and deficiencies in working capital and equity.  The
Company has said the adverse opinion could materially limit its
ability to raise additional funds by issuing new debt or equity
securities or otherwise.

                        About Smart Online

Smart Online, Inc. -- http://www.smartonline.com/-- develops and
markets software products and services -- One Biz(TM) -- targeted
to small businesses that are delivered via a Software-as-a-Service
model.  The Company sells its SaaS products and services primarily
through private-label marketing partners.  In addition, the
Company provides sophisticated and complex Web site consulting and
development services, primarily in the e-commerce retail and
direct-selling organization industries.


SMART ONLINE: Issues November 2010 Convertible Notes to Investor
----------------------------------------------------------------
Smart Online, Inc., on September 8, 2009, sold an additional
convertible secured subordinated note due November 14, 2010, in
the principal amount of $250,000 to a current Noteholder upon
substantially the same terms and conditions as notes sold on
November 14, 2007, August 12, 2008, November 21, 2008, January 6,
2009, February 24, 2009, April 3, 2009, June 2, 2009, July 16,
2009 and August 26, 2009.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
December 8, 2009.  The Company is not permitted to prepay the New
Note without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

On August 26, 2009, the Company sold convertible secured
subordinated note due November 14, 2010 in the principal amount of
$250,000 to a current noteholder upon substantially the same terms
and conditions as the previously issued notes sold on November 14,
2007, August 12, 2008, November 21, 2008, January 6, 2009,
February 24, 2009, April 3, 2009, June 2, 2009 and July 16, 2009.
The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
November 26, 2009.

The Company did not identify the Noteholder or explain whether the
Noteholders in the transactions as well as in other transactions
are the same.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        Going Concern Doubt

In August 2009, the Company reported a net loss of $1,734,037 for
the three months ended June 30, 2009, from a net loss of
$1,302,059 for the same period in 2008.  The Company posted a net
loss of $3,328,689 for the six months ended June 30, 2009, from a
net loss of $3,132,942 for the same period a year ago.

The Company said revenues decreased 52.8% to $829,171 for the
three months ended June 30, 2009, from $1,755,631 for the same
period in 2008.  Revenues decreased 51.8% to $1,542,654 for the
six months ended June 30, 2009, from $3,202,794 for the same
period in 2008.  Overall decrease in revenues was driven by
substantial declines in subscription fees, professional service
fees, and license fees.

At June 30, 2009, the Company had $1,940,518 in total assets
against $10,901,973 in total liabilities.  The Company had
$76,006,765 in accumulated deficit and $8,961,455 in stockholders'
deficit at June 30, 2009.  The Company's June 30 balance sheet
also showed strained liquidity with $290,931 in total current
assets against $3,539,372 in total current liabilities.

Sherb & Co., LLP, the Company's independent registered public
accountants for fiscal 2008, has issued an explanatory paragraph
in their report included in the Company's Annual Report on Form
10-K for the year ended December 31, 2008, in which they express
substantial doubt as to the Company's ability to continue as a
going concern, given the Company's recurring losses from
operations and deficiencies in working capital and equity.  The
Company has said the adverse opinion could materially limit its
ability to raise additional funds by issuing new debt or equity
securities or otherwise.

                        About Smart Online

Smart Online, Inc. -- http://www.smartonline.com/-- develops and
markets software products and services -- One Biz(TM) -- targeted
to small businesses that are delivered via a Software-as-a-Service
model.  The Company sells its SaaS products and services primarily
through private-label marketing partners.  In addition, the
Company provides sophisticated and complex Web site consulting and
development services, primarily in the e-commerce retail and
direct-selling organization industries.


SMITHFIELD FOODS: $300 Mil. Offering Won't Move S&P's 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Smithfield Foods
Inc.'s (B-/Negative) announcement that it has priced its
$300 million common stock offering (not inclusive of a potential
over-allotment of about $45 million based on the stock price) will
have no immediate effect on S&P's ratings and outlook for the
company.  S&P expects proceeds from the offering to be used for
working capital and general corporate purposes, and may be used to
reduce debt.

Although S&P believes this common stock offering improves
Smithfield's liquidity, S&P believes the company will continue to
be challenged to materially improve its operating performance,
particularly in its hog production operations, in the near term as
pricing and costs continue to be affected.  The weak global
economy and the A(H1N1) virus' continued uncertain impact on
consumer buying patterns have contributed to an oversupply of
hogs.  This and high feed costs resulted in  Smithfield's
operating performance significantly declining in fiscal 2009 and
the first quarter of fiscal 2010 with estimated debt leverage of
more than 20x.  However, S&P believes the company's liquidity has
been enhanced by a $1 billion asset-based U.S. revolving credit
facility (unrated) and the issuance of $850 million of senior
secured notes since June 2009.  This resulted in Smithfield having
about $1.2 billion in cash and revolver availability as of Aug. 2,
2009, and the elimination of the company's quarterly financial
covenants that were part of its previous capital structure.

S&P would consider a stable outlook if the company is able to
demonstrate sustained operating improvement and significantly
improve its leverage while maintaining adequate liquidity.  S&P
would also consider a lower rating if Smithfield's liquidity is
materially pressured.


SOLERA HOLDINGS: AUTOonline Deal Won't Affect S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it does not expect
its rating on San Diego-based Solera Holdings Inc. (BB-/Positive/
--) to be affected by the company's announcement that it has
signed a definitive agreement to purchase up to 100% of the
capital stock of AUTOonline GmbH Informationssyteme, a leading
European eSalvage vehicle exchange platform, from DEKRA Automobil
GmbH and other sellers.

The acquisition is consistent with the company's strategy to
expand internationally and S&P has factored an acquisition of this
size into S&P's rating and outlook.  At June 30, 2009, the company
had $235.4 million in cash and generated over $100 million in free
cash flow on a latest-12-month basis.  Given the company's solid
liquidity position, and that the $85 million purchase price is to
be paid in cash, not debt-financed, S&P does not anticipate any
effect on the company's rating.


SPANSION INC: Motion to Sell Equipment to Micron for $2 Mil.
------------------------------------------------------------
Spansion Inc. and its affiliates seek the Court's authority to
sell an AMAT POLISHER REFLEXION LK, a surplus piece of equipment,
to Micron Technology, Inc., for $2,000,000, free and clear of all
liens, claims and encumbrances.

The Debtors purchased the Equipment for chemical mechanical
polishing to develop 65nm technology.  CMP is used in
semiconductor fabrication for planazing a semiconductor wafer.
The Equipment was originally delivered to the Debtors on June 26,
2008, at a cost of $3.65 million before tax.  Up to the Petition
Date, the Equipment was used at the Debtors' SDC factory in
Sunnyvale California.  Since the Petition Date, the Debtors
concluded to stop production of the FAB and as a result, the
Equipment was decommissioned and has been remarketed for sale.

                     Marketing Process

To recall, the Debtors sought and obtained the Court's authority
to assume a Remarketer Agreement with Macquarie Electronics USA,
Inc.  The Debtors relate that since being placed on the market,
Macquarie has undertaken a number of steps to market the
Equipment.  According to the Debtors, Macquarie has engaged in a
marketing campaign that included these three components:

  (a) an e-mail was sent to over 2,300 companies and 4,700
      contacts;

  (b) the Equipment was added to Macquarie's Web site including
      the tool datasheet; and

  (c) Macquarie engaged in direct sales efforts through its
      global sales team.

The Debtors tell the Court that the Equipment has been inspected
by five companies.  The Debtors have determined that the
$2,000,000 offered by Micron was likely to be the highest and
best price that they could obtain in the current market for the
Equipment.

According to the Debtors, the Floating Rate Noteholders are
secured by a first priority lien on the Equipment and the Bank of
America, N.A., has a second priority lien on the Equipment.  The
Debtors inform the Court that they are endeavoring to obtain the
consent of the Ad Hoc Consortium of Holders of the FRNs and Bank
of America, N.A., to the sale.  The Debtors have also apprised
the Official Committee of Unsecured Creditors of the sale.

                      Bidding Procedures

The Debtors maintain the offer from Micron represents the highest
and best bid for the Equipment because there is only a limited
number of entities who have a need for the Equipment.

Nevertheless, the Debtors note, they are accepting higher and
better bids for the Equipment on September 30, 2009.  If the
Debtors receive one or more conforming bids by the Bidding
Deadline, they will conduct an auction on October 1, 2009, at
9:00 a.m. at the offices of Duane Morris LLP, in Wilmington,
Delaware.

To be accepted as a higher and better bid, any bidder must, prior
to the Bidding Deadline,:

  (a) provide a binding written offer to the Debtors to purchase
      the Equipment, which binding written offer must be in the
      form of the Sales-Transfer Agreement, with any changes
      clearly marked;

  (b) provide a purchase price for the Equipment that is at
      least $2,100,000 in cash; and

  (c) provide evidence of the bidder's ability to pay the
      purchase price and close within the same timeframe as that
      set forth in the STA.

The highest qualifying bid received prior to the Bidding Deadline
will be the initial bid at the auction, and any subsequent
overbids must be at least $50,000 in excess of the last highest
bid.

Recognizing Micron's expenditure of time, energy and resources,
the Debtors have agreed to request certain bidding protections
for Micron.  Specifically, the Debtors have agreed to provide
Micron with:

  (i) a break up fee for $60,000, which is equal to 3% of the
      proposed purchase price; and

(ii) reimbursement of reasonable and actual out-of-pocket and
      third-party costs and expenses incurred and documented by
      Micron in conducting due diligence and negotiating and
      documenting the transactions contemplated by the STA of up
      to $30,000.

In the event that the Equipment is sold to a Successful Bidder
that is not Micron, the Debtors will seek authority to pay Micron
the amount of the Bid Protections and to have the Bid Protections
designated as allowed administrative expense claims against the
estates until paid.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Proposes to Assume Microsoft Licensing Agreement
--------------------------------------------------------------
Microsoft Licensing, GP, and Spansion LLC entered into a set of
licensing agreements on May 26, 2006, for the use of Microsoft's
operating systems and software applications, including Microsoft
Windows, Microsoft Office, Windows Terminal Server, Microsoft
Exchange Server, Microsoft SQL Server and other software packages
routinely employed in the operation of Spansion's business.  The
agreements are comprised of:

  (i) the Microsoft Business Agreement No. U5764282 dated
      May 26, 2006;

(ii) the Microsoft Enterprise Agreement No. 01E65834 dated
      May 26, 2006;

(iii) the Microsoft Enterprise Enrollment No. 3435522 dated
      May 26, 2006, as amended by the Enterprise Enrollment
      Amendment ID CTM No. JEPNCR dated August 12, 2009; and

(iv) the Microsoft Enterprise Enrollment No. 5799735 dated
      August 18, 2009.

The Enterprise Agreement expired according to its terms in
December 2008, and the Debtors did not renew the agreement at
that time.  Although the Enterprise Agreement was paid in full
for the year 2008, the Debtors did not pay a required true-up
payment in the amount of $200,311 at the end of 2008 to account
for the difference between the number of licenses purchased and
the number actually used during 2008.  The 2008 True-Up Payment
remained outstanding as of the Petition Date.

The Debtors relate that they have made no payments to Microsoft
for the 2009 year, but have continued to use the Microsoft
software.  According to the Debtors, had they renewed the
Licensing Agreements for 2009, the cost for licenses and
maintenance would have been $638,801.  However, Microsoft's
current pricing for licenses and maintenance for the same period
would total $1,446,775, due to the pricing differences between
the Enterprise Agreement and the terms Microsoft currently offers
to business customers, the Debtors add.

The Debtors assert that the software is essential to their
business.  The Debtors note that without the software, they
cannot perform even the most routine functions, like word
processing, e-mail, calendaring functions, and the use of
spreadsheets.  In addition, the software also allows certain
users to perform more complex functions, like database design and
management, computer programming, and workflow design.  Because
the software is essential to the Debtors' operation of their
business, and aware of the opportunity lost by failing to timely
renew the Enterprise Agreement, the Debtors entered into
negotiations with Microsoft to retroactively amend the Enterprise
Agreement to include 2009.  As a result, Microsoft and Spansion
executed an Amendment, allowing the Enterprise Agreement to be
extended through the end of 2009, conditioned upon Court approval
of the Debtors' assumption of the Licensing Agreements.

The Debtors tell the Court that by assuming the Licensing
Agreements, they will be required to pay a cure amount of
$839,112.  However, the Debtors note, when compared to the
approximately $1.45 million the Debtors would otherwise be
required to pay for licenses and maintenance for 2009, the
Debtors assert that assumption of the Licensing Agreements is in
the best interest of their estates.

By this Motion, the Debtors seek authority to assume the
Microsoft Licensing Agreements.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Wants Automatic Stay Enforced vs. Samsung
-------------------------------------------------------
Samsung Electronics Co., Ltd., filed a complaint on July 31,
2009, against Spansion International, Inc., and Dr. Reinhard
Weigl, in his capacity as business representative of the German
branch of Spansion International.  Samsung's claims in the German
Action concern alleged patent infringements arising out of the
manufacture and sale of flash memory chips.  Samsung alleges that
Spansion International's infringing conduct began on March 2,
2009, the day after the Petition Date.

The Debtors aver that they did not begin any infringing conduct
on March 2, 2009.  The Debtors maintain that they did not
introduce any new or modified products on that day or engage in
any new or different business activities from those activities
that they had engaged in prior to the Petition Date.  According
to the Debtors, their conduct that is the alleged basis for the
German Complaint predated March 2, 2009, by months.

Thus, the Debtors ask the Court to:

  (i) enforce the automatic stay against Samsung with respect to
      the prosecution of the German Complaint;

(ii) order Samsung to immediately desist from the prosecution
      of the German Complaint;

(iii) order Samsung immediately to dismiss the German Action
      voluntarily or order Samsung immediately to request
      consent of the German Court to dismiss the German Action,
      if court approval is required under German law; and

(iv) grant the Debtors actual compensatory damages against
      Samsung for the value of the time expended by the Debtors'
      personnel and legal expenses incurred by the Debtors in
      responding to Samsung's stay violation.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Wants Dec. 28 Extension for Plan Filing
-----------------------------------------------------
Spansion Inc., and its debtor affiliates ask Judge Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware to
further extend their time to file a plan of reorganization
through December 28, 2009.  The Debtors also ask the Court to
extend their deadline to solicit acceptances of that Plan through
February 23, 2010.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, relates that in the approximately six months since the
Petition Date, the Debtors and their professionals have devoted
considerable time and resources to critical business and legal
matters.  He adds that the Debtors have made impressive progress
in restructuring their business operations, and toward this end,
the Debtors and their professionals have:

  * prepared detailed financial planning for business operations
    substantially reduced in scope from prior prepetition levels
    of operation;

  * prepared and implemented major reductions in their business
    operations, including a reduction in personnel and
    continuing planning for plant and facility closures;

  * maintained and bolstered business relationships with
    customers, activities at the very core of their ongoing
    business operations;

  * implemented major operational changes, including the review,
    rejection or renegotiation of numerous executory contracts
    at a savings of millions of dollars per year;

  * committed significant resources and time to determining the
    capital structure, including the debt capacity, of the
    reorganized Debtors;

  * exchanged detailed financial information with the official
    committee of unsecured creditors and the ad hoc consortium
    of holders of the Senior Secured Floating Rate Notes Due
    2013; and

  * held meetings regarding the potential terms of a plan of
    reorganization for the Debtors.

Mr. Lastowski says that the Debtors and their professionals have
devoted substantial and necessary attention to other matters,
both legal and operational in nature, including the Debtors'
original and amended statements of financial affairs and
schedules of assets, liabilities, executory contracts and
unexpired leases, 10-Q and 10-K reports, Rule 2015.3 reports,
budgets, liquidation and cash flow analyses and monthly operating
reports, the retention of professionals both inside and outside
of the ordinary course of business, the preparation of responses
to various requests from vendors, suppliers, current and former
employees and secured and unsecured creditors, the Japanese
corporate reorganization proceedings and Chapter 15 bankruptcy
proceedings of Spansion Japan, and the sale of another
subsidiary.

In furtherance of these many activities, Mr. Lastowski tells the
Court that the Debtors and their counsel have devoted much time
and expense to filing and supporting a large number of motions
with the Court which are essential to the Chapter 11 Cases and
the Debtors' restructuring efforts, including a host of complex
motions related to administrative matters and essential business
concerns.  Mr. Lastowski says the Debtors have also dedicated a
significant sum of attention and resources to protecting their
intellectual property, as well as their access to intellectual
property licensed from third parties.

"These substantial efforts have brought the Debtors significantly
closer to their ultimate goals of restructuring their business
operations and capital structure so as to permit them to emerge
from chapter 11," Mr. Lastowski maintains.

Moreover, the Debtors relate that they have advised the Committee
and Ad Hoc Consortium that they desire strongly to achieve a Plan
that is supported by both of those constituencies, to avoid
potentially lengthy and costly Plan confirmation proceedings.
The Debtors note that they have taken, and continue to take, a
number of steps to enhance their business's efficiencies prior to
the adoption or confirmation of a Plan as well.  In concert with
the other changes made necessary by the Debtors' restructuring,
including reductions in force and streamlining facility
operations, the Debtors relate that they continue to prime their
business for a successful reorganization.

"A modest extension of the Exclusive Periods as requested will
afford the Debtors and all other parties-in-interest an
opportunity to continue serious negotiations toward a Plan and to
more fully develop the grounds upon which those negotiations are
based," Mr. Lastowski says.  "Affording the Debtors a second
extension of the Exclusive Periods, and with it the opportunity
to continue the ongoing review and analysis of their businesses
so as to develop a comprehensive and effective business plan,
poses little harm to creditors," he adds.

Mr. Lastowski contends that to allow the Exclusive Periods to
expire before this process and the contemporaneous process of
negotiations have substantially matured would defeat the purpose
of Section 1121 of the Bankruptcy Code and divest the Debtors of
a meaningful and reasonable opportunity to negotiate, propose and
confirm a consensual plan of reorganization.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPRINT NEXTEL: Says Industry Consolidation May be Difficult
-----------------------------------------------------------
Roger Cheng at The Wall Street Journal reports that Sprint Nextel
Corp. Chief Executive Dan Hesse said that industry consolidation
would likely be more difficult under President Barack Obama's
administration, as the government would likely seek more
conditions and more closely scrutinize potential combinations.

According to The Journal, Sprint was reportedly eyed as a takeover
candidate by Deutsche Telekom AG, but Mr. Hesse refused to comment
on the takeover speculation swirling around the Company, saying
that investors shouldn't be so quick to jump at the prospect of
mergers and acquisitions.  The report quoted him as saying, "I
don't know if it'll happen or if it's necessary."

Citing Mr. Hesse, The Journal states that Sprint will eventually
make investments in its pre-paid business once it hits capacity,
which could include Boost Mobile as well as the pending
acquisition of Virgin Mobile USA Inc.

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


SPRINT NEXTEL: Willing to Fund Clearwire's $2-Bil. Funding Gap
--------------------------------------------------------------
Roger Cheng at The Wall Street Journal reports that Sprint Nextel
Corp. Chief Executive Dan Hesse said that the Company is willing
to step up and fund Clearwire Corp.'s $2 billion funding gap.

Sprint wants to maintain its majority ownership of Clearwire, The
Journal says, citing Mr. Hesse.

According to The Journal, Clearwire Chief Executive Bill Morrow
said that he expects to have the funding identified by year-end.

Phil Goldstein at FierceWireless relates that Clearwire wants to
cover 80 markets by the end of 2010, but needs around $2.3 billion
in new funding to complete its network buildout.  "If the funding
is not there, we are clearly willing and able to step up to our
fair share of whatever that funding requirement is.  Our goal with
Clearwire is just that they keep building out that 4G network
very, very quickly," IDG News Service quoted Mr. Hesse as saying.

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


STAR TRIBUNE: Court Confirms Reorganization Plan
------------------------------------------------
The Bankruptcy Court approved The Minneapolis Star Tribune's plan
of reorganization despite contentions by unsecured creditors that
the plan should be denied unless the new publisher is identified,
Tiffany Kary at Bloomberg News reports.

"While the Debtors have made great strides in the reorganization
of their businesses, the Debtors have not disclosed the identity
of the publisher that will helm the Debtors' newspaper business
upon emergence from bankruptcy.  It would appear difficult for the
Court to make a finding of feasibility regarding the Plan without
disclosure of the Debtors' publisher-to-be," the Official
Committee Unsecured Creditors said in a document filed before the
September 17 hearing.

Star Tribune's plan provides for the Company's continued operation
as a going concern.

According to the disclosure statement, the Plan offers a 29.8% to
36.1% recovery to first-lien lenders in the form of new common
stock and secured notes.  Unsecured creditors will recover between
0.5% and 1.3% of their claims with cash or stock and warrants.
Holders of convenience claims will be paid 0.9% of the allowed
amount of their claims.  Holders of administrative and priority
tax claims and holders of other priority claims and other secured
claims will be paid in full.  The first lien lenders and unsecured
creditors will be entitled to vote on the Plan.  Holders of equity
interests will not receive any distributions under the Plan and
will be deemed to reject the Plan.

A copy of the Disclosure Statement is available at:

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

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  The Garden City Group, Inc., serves as noticing and
claims agent.  Scott Cargill, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC, represent the official committee of
unsecured creditors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.


STAR TRIBUNE: To Exit Chapter 11 Bankruptcy by Sept. 28
-------------------------------------------------------
Jennifer Bjjorhus at Star Tribune reports that The Star Tribune
Co. will emerge from Chapter 11 bankruptcy protection by
September 28.

The Bankruptcy Court last week approved The Minneapolis Star
Tribune's plan of reorganization despite contentions by unsecured
creditors that the plan should be denied unless the new publisher
is identified.

Star Tribune's plan provides for the Company's continued operation
as a going concern.

According to the disclosure statement, the Plan offers a 29.8% to
36.1% recovery to first-lien lenders in the form of new common
stock and secured notes.  Unsecured creditors will recover between
0.5% and 1.3% of their claims with cash or stock and warrants.
Holders of convenience claims will be paid 0.9% of the allowed
amount of their claims.  Holders of administrative and priority
tax claims and holders of other priority claims and other secured
claims will be paid in full.  The first lien lenders and unsecured
creditors will be entitled to vote on the Plan.  Holders of equity
interests will not receive any distributions under the Plan and
will be deemed to reject the Plan.

A copy of the Disclosure Statement is available at:

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

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  The Garden City Group, Inc., serves as noticing and
claims agent.  Scott Cargill, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC, represent the official committee of
unsecured creditors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.


STO OPERATING: Involuntary Filed Against South Texas Oil Unit
-------------------------------------------------------------
According to Bill Rochelel at Bloomberg News, STO Operating Co., a
subsidiary of South Texas Oil Co., was hit with an involuntary
Chapter 7 petition filed Sept. 11 in Austin, Texas (Bankr. W.D.
Tex. Case No. 09-12579).

The petitioning creditors include subsidiaries of Baker Hughes
Inc. and Schlumberger Ltd.  The petitioners together are
owed about $1.4 million.

South Texas Oil, based in San Antonio, had assets of $49.1 million
and total liabilities of $27.9 million as of June 30, 2009.  The
operating loss for the first six months of 2009 was $6.7 million
on revenue of $1.4 million.

South Texas, an independent oil and natural-gas exploration and
production company, said in a regulator filing that it was
in the process of retaining bankruptcy counsel.


SWIFT TRANSPORTATION: Bank Debt Trades at 18.3% Off
---------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 81.67 cents-on-the-dollar during the week ended
Sept. 18, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.92 percentage points from the previous week, The
Journal relates.  The loan matures on March 15, 2014.  The Company
pays 325 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Sept. 18, among the 135 loans with five or more bids.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


SYNOVUS FINANCIAL: S&P Retains 'BB-' Rating on Raised Capital
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on Synovus
Financial Corp. (BB-/Negative) remains unchanged following the
company's announcement of newly raised capital.  S&P has a
favorable view that Synovus was able to boost its common equity
issuance from $350 million to $600 million.  S&P believes that
this action significantly strengthens the firm's tangible common
equity to $2.6 billion (excluding $924 million in Troubled Asset
Relief Program -- TARP -- preferred stock), or just more than 7.5%
on a pro forma basis as of June 30, 2009.  However, S&P still
expects nearly $2.5 billion in credit losses through 2010.  S&P
has already lowered its ratings on Synovus twice since January
2009 in expectation of possible deterioration in its credit
quality and profitability through 2009 and 2010, which would
challenge its formerly robust capital base.  Synovus has reported
three consecutive quarterly net losses, as unrelenting credit
pressures have led to higher provisioning and realized losses on
troubled loans.  Its equity levels before this latest round of
capital raising have eroded considerably, with the firm's TCE
ratio declining significantly to 6.05% in June 2009 from 7.80% in
March 2009.

S&P views the company's credit profile as significantly riskier
than many others, due to its heavy geographic concentration of
loans (53% in Georgia; 16% in Atlanta) in the weak economic
environment of the Southeast U.S. The company has 19% of its
portfolio in commercial mortgages, 24% in commercial and
industrial loans, and 18% in owner-occupied real estate.  In
addition, the company did not perform well under S&P's stress-
testing methodology, and S&P believes the Synovus franchise's
ability to generate sufficient earnings to support losses is
fundamentally weaker since its spin-off of Total System Services
Inc. (TSYS) in 2007.  S&P's outlook remains negative.  If Synovus'
credit losses exceed S&P's current expectations, or further net
losses erode its capital position faster than S&P expect, S&P
could lower the ratings.


TAVERN ON THE GREEN: Blames Failure to Renew License for Collapse
-----------------------------------------------------------------
Tavern on the Green LP CEO Jennifer Oz LeRoy said in a statement
that the Company's bankruptcy filing is due to extreme financial
distress brought on by the current financial crisis and the City
of New York's decision not to renew the Debtor's license.

According to Glenn Collins at The New York Times, Tavern Chief
Operating Officer Michael Desiderio said that the Company's
started to decline as early as late 2007, partly because the
Company wasn't able to book as many reservations for weddings and
banquets due to uncertainty over ownership of the license, which
expires December 31.  The NY Times states that Tavern used to
derive 60% of its sales from higher-profit banquet, event and
corporate celebration business, more than at most restaurants.

The Parks Department, The NY Times relates, sought proposals in
February 2009 and in August 2009 gave a 20-year operating license
to Dean J. Poll -- who runs the Central Park Boathouse restaurant
-- spurning Tavern CEO Jennifer Oz LeRoy's company, Tavern on the
Green Limited Partnership.  Citing people familiar with the
matter, the report states that parks officials were concerned
about Tavern on the Green's finances.

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  The Company filed for
Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-
15450).  It listed assets and debts of as much as $50 million
each.


TERRA ENERGY: Mikhail Gazmin Resigns from Board of Directors
------------------------------------------------------------
Terra Energy & Resource Technologies, Inc., on September 10, 2009,
received notice of Mikhail Gazmin's resignation from the Board of
Directors effective that day.

Terra Energy & Resource Technologies, Inc., formerly CompuPrint,
Inc., through its wholly owned subsidiary, Terra Insight Services,
Inc., provides mapping, surveying, and analytical services to
exploration, drilling, and mining companies.  Prior to September
2008, the Company offered similar services through Terra Insight
Corporation.  The Company interprets geologic and satellite data
to improve the assessment of natural resources.  The Company
provides these services (1) to its customers for a cash fee and
(2) pursuant to joint venture arrangements in exchange for oil or
mineral rights, licenses for oil and mineral rights, or royalties
and working interests in exploration projects.  Prior to April 27,
2009, the Company provided services to its customers utilizing
services provided to the Company through an outsourcing
relationship with the Institute of Geoinformational Analysis of
the Earth, a related foreign entity controlled by an affiliate of
the Company.

The Company noted it has incurred substantial losses from
operations, sustained substantial cash outflows from operating
activities, and has both a significant working capital deficiency
and accumulated deficit at June 30, 2009 and at December 31, 2008.
These factors, it said, raise substantial doubt about its ability
to continue as a going concern.

The Company said its continued existence depends on its ability to
obtain additional equity or debt financing to fund its operations
and ultimately to achieve profitable operations. The Company is
attempting to raise additional financing and has initiated a cost
reduction strategy.  Given the Company's tight cash position, its
ability to continue as a going concern is dependent on the Company
(1) raising additional equity or debt financing or (2) the Company
obtaining sufficient fee revenue from service business to support
the operations of the Company.  There can be no assurance that the
Company will be successful in either effort.

As of June 30, 2009, the Company had $1,362,585 in total assets
and $1,882,179 in total liabilities, all current; resulting in
stockholders' deficit of $519,594.


TRIPLE CROWN MEDIA: Terms of Proposed Chapter 11 Plan
-----------------------------------------------------
Triple Crown Media, Inc. and its subsidiaries entered into a
Restructuring Support Agreement with funds managed by Golden Tree
Asset Management, LP that hold over 80% of the Company's second
lien senior secured debt under its Second Lien Senior Secured
Credit Agreement dated as of December 30, 2005, as amended.  The
RSA provides for a restructuring and recapitalization of the
Debtors to be implemented through a "pre-arranged" plan of
reorganization of the Debtors under Chapter 11 of the United
States Bankruptcy Code containing terms and conditions set forth
in a form of the plan of reorganization attached to the RSA.

In the RSA, among other things, the Debtors agreed to use
commercially reasonable efforts to support and take actions to
further and complete the Restructuring, and the Supporting Second
Lien Lenders agreed to timely vote in favor of the Proposed Plan
upon being properly solicited to do so pursuant to the Bankruptcy
Code.

Under the RSA and the Proposed Plan, the Company's approximately
$35 million of Second Lien Debt would be exchanged for $10 million
of new second lien secured notes and 90% of the new common stock
of the reorganized Company.  The Company's existing convertible
preferred stock, which has an aggregate liquidation preference of
approximately $27 million, would be exchanged for 5% of the new
common stock of the reorganized Company if the class of preferred
stockholders votes in favor of the Proposed Plan; if such holders
were to reject the Proposed Plan, they would not receive any
distribution under the Proposed Plan.  The reorganized Company
would reserve 5% of the new common stock for issuance under
management compensation programs. The Company's existing common
stock would be extinguished.

The Proposed Plan provides that the Company's approximately $40
million of existing first lien senior secured debt would be
assumed and reinstated by the reorganized Company.  The claims of
all other creditors (other than the holders of Second Lien Debt)
would paid in full in cash.

On September 14, 2009, in furtherance of the RSA, the Debtors
filed the Chapter 11 petition, together with the Proposed Plan,
and requested, among other things, that the Bankruptcy Court
authorize the payment of pre-petition trade debts during the
course of the chapter 11 proceeding in the ordinary course of
business as they come due.

A copy of the Chapter 11 Plan is available for free at:

        http://researcharchives.com/t/s?4527

A copy of the Plan Support Agreement is available for free at:

        http://researcharchives.com/t/s?4528

                       About Triple Crown

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations. The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising. TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising. TCM sold its GrayLink
Wireless segment on June 22, 2007. The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007. TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008 of approximately 131,850. Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TRONOX INC: Weighs Reorganization After Huntsman Accord
-------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Tronox Inc. is
pursuing a "dual path" in bankruptcy after negotiating a clause in
a sale agreement with Huntsman Corp. that allows it to cancel the
deal if it can get higher returns for creditors by reorganizing.

Tronox lawyer Patrick Nash told Judge Allan Gropper September 16
that the Company circulated a term sheet last week explaining its
plan to liquidate if the Huntsman sale goes through, as well as a
plan to reorganize on its own.  "We negotiated the contractual
right to terminate the Huntsman deal if it's determined by our
business judgment that that is the highest value-maximization
path," Mr. Nash said.

Judge Gropper on September 16 also approved a sale process where
Huntsman will be stalking horse bidder in an auction.  Huntsman
will receive a $12.5 million break-up fee and up to $300 million
in expense reimbursement if Tronox pursues another transaction..

Huntsman has signed a deal to pay, absent higher and better
offers, $415 million for Tronox's operating assets, which include
(i) Titanium dioxide facilities in The Netherlands and the United
States, excluding its facility in Savannah, Georgia; (ii) a 50%
joint venture interest in the Western Australian titanium dioxide,
mine and beneficiating operations; and (iii) Electrolytic
production facilities in the United States.  A copy of the Asset
Purchase Agreement is available for free at
http://researcharchives.com/t/s?43ab

At the hearing, Judge Gropper also approved a request by Tronox
for a March 31, 2010 extension of its exclusive period to file a
Chapter 11 plan.  Tronox said in its request for the extension
that while it has signed a deal to sell its assets to Huntsman, it
is also mulling a stand-alone reorganization plan.  Tronox said
that it continues to be in negotiations with the government
regarding its environmental liabilities, the outcome of which will
be critical to developing a Chapter 11 plan.  By March 31, it said
that it will either (i) have closed the sale of its assets to
Huntsman, or (ii) pursued a standalone reorganization.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TS USA LLC: Chapter 11 Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: TS USA, LLC
           dba Travel Services USA
        13113 66th St N
        Largo, FL 33773

Bankruptcy Case No.: 09-20902

Chapter 11 Petition Date: September 17, 2009

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

Debtor's Counsel: Thomas C. Little, Esq.
                  2123 N.E. Coachman Road, Suite A
                  Clearwater, FL 33765
                  Tel: (727) 443-5773
                  Email: janet@thomasclittle.com

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

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

According to the schedules, the Company has assets of at least
$108,476 and total debts of $1,200,000.

The Debtor identified DRA/CLP Bayside Tampa LLC (c/o Stephanie
Smith, Esq.) with a debt claim for $1,200,000 as its largest
unsecured creditor. A full-text copy of the Debtor's petition,
including a list of its largest unsecured creditor, is available
for free at:

             http://bankrupt.com/misc/flmb09-20902.pdf

The petition was signed by Nicolas Congleton, managing member of
the Company.


UNIFI INC: Annual Shareholders' Meeting on October 28
-----------------------------------------------------
The Annual Meeting of Shareholders of Unifi, Inc., will be held at
the Company's corporate headquarters at 7201 West Friendly Avenue,
Greensboro, North Carolina, on October 28, 2009, at 9:00 a.m.
Eastern Daylight Savings Time, for these purposes:

     (1) To elect 11 directors to serve until the next Annual
         Meeting of Shareholders or until their successors are
         duly elected and qualified.

     (2) To transact such other business as may properly come
         before the meeting or any adjournment or adjournments
         thereof.

The Board's nominees are:

     * William J. Armfield, IV
     * R. Roger Berrier, Jr.
     * Archibald Cox, Jr.
     * William L. Jasper
     * Kenneth G. Langone
     * Chiu Cheng Anthony Loo
     * George R. Perkins, Jr.
     * William M. Sams
     * Michael Sileck
     * G. Alfred Webster
     * Stephen Wener

The Board, under the provisions of the Company's By-Laws, has
fixed the close of business on September 8, 2009, as the record
date for determination of Shareholders entitled to notice of and
to vote at the Annual Meeting of Shareholders or any adjournment
or adjournments thereof.  The transfer books of the Company will
not be closed.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4525

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

At June 28, 2009, the Company had $476,932,000 in total assets;
total current liabilities of $48,840,000, long-term debt and other
liabilities of $182,707,000, deferred income taxes of $416,000;
and shareholders' equity of $244,969,000.

Unifi Inc. continues to carry Moody's Investor Service's Caa2
senior secured debt rating which was placed in December 2007.


UNIFI INC: Raises Adjusted EBITDA Guidance for Sept. 27 Quarter
---------------------------------------------------------------
Unifi, Inc., raised its Adjusted EBITDA guidance for the quarter
ended September 27, 2009, to a range of $13 million to
$14 million.  These results represent a significant improvement
over the previous guidance of $9 million to $11 million given on
its annual earnings call on July 29, 2009.

"The revised guidance reflects improving volume trends in the
current quarter, both domestically and in Brazil," said Bill
Jasper, Chief Executive Officer and President for Unifi.
"Business conditions in our key segments have been better than
anticipated, resulting in improved demand levels across the supply
chain.  The increase in the guidance reflects the incremental
benefit of better capacity utilization on our profitability."

Due to the continuing global economic uncertainty, the Company is
leaving the annual forecast of Adjusted EBITDA for the 2010 fiscal
year unchanged at $40 million to $50 million.  However, with the
improvements already realized in the quarter and the positive
momentum we are seeing, it is anticipated the Company's annual
results will be in the higher-end of the range.

Adjusted EBITDA represents pre-tax income before interest expense,
depreciation and amortization expense and loss or income from
discontinued operations, adjusted to exclude restructuring charges
and recoveries, SG&A severance charges, equity in earnings and
losses of unconsolidated affiliates, write down of long-lived
assets and unconsolidated affiliates, non-cash compensation
expense net of distributions, gains and losses on sales of
property, plant and equipment, hedging gains and losses, deposit
write offs, asset consolidation and optimization expense, goodwill
impairment, gain on extinguishment of debt, and Kinston shutdown
costs.  The Company presents Adjusted EBITDA as a supplemental
measure of its performance and ability to service debt.  The
Company also presents Adjusted EBITDA because it believes such
measure is frequently used by securities analysts, investors and
other interested parties in the evaluation of companies in its
industry and in measuring the ability of "high-yield" issuers to
meet debt service obligations.  It is not practical to provide a
reconciliation of the Company's 2010 first fiscal quarter or 2010
fiscal year forecasted Adjusted EBITDA to the most directly
comparable GAAP measure, pre-tax income, because certain items
cannot be reasonably estimated or predicted at this time.

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

At June 28, 2009, the Company had $476,932,000 in total assets;
total current liabilities of $48,840,000, long-term debt and other
liabilities of $182,707,000, deferred income taxes of $416,000;
and shareholders' equity of $244,969,000.

Unifi Inc. continues to carry Moody's Investor Service's Caa2
senior secured debt rating which was placed in December 2007.


US CORRUGATED: Moody's Affirms Ratings All 'B3' Ratings
-------------------------------------------------------
Moody's Investors Service affirmed all the credit ratings of the
Restricted Group of U.S. Corrugated.  The rating outlook is
stable.

The B3 rating incorporates Moody's expectation that USC will
continue to maintain key credit metrics over the intermediate term
that are solid for the rating category.  USC's financial results
have shown some resiliency in the face of cyclically weak demand
and cash flow has remained fairly stable despite, unlike many of
its competitors, not receiving funds from the government's
Alternative Fuel Mixture Credit program.  Revenues were flat in
the second quarter ended July 4, 2009 as compared to the prior
year, partly augmented by acquisitions made in the second half of
2008.  However, margin compression led to an EBITDA decline and
rise in financial leverage to 5.9 times, reflecting Moody's
standard adjustments.  While continued demand softness and
operating inefficiencies in the near-term may cause further
quarterly declines in profitability in 2009, economic indicators
suggest that industrial demand should pick up in 2010.
Additionally, certain segments of the paper industry have recently
announced price increases to offset a rise in recycled fiber
costs.

Nonetheless, covenant cushion on the company's $30 million senior
secured revolver has deteriorated and Moody's believes a covenant
violation in the near-term is likely.  The revolver's fixed charge
covenant calculation includes Unrestricted Subsidiaries' results,
negatively impacting the ratio, although these subsidiaries do not
have access to the facility.  At July 4, 2009, $1.4 million was
outstanding and $27 million available on the revolver, supported
by a borrowing base reportedly well in excess of the facility's
$30 million face value.

The stable outlook is dependent upon timely resolution of a
covenant breach, if applicable, and continued maintenance of key
credit metrics at levels consistent with the B3 rating category.

Moody's affirmed these ratings:

  -- Corporate Family Rating, B3

  -- Probability of Default Rating, B3

  -- $135 million senior secured notes due 2013, B3 (to LGD4/52%
     from LGD4/57%)

The previous rating action occurred on May 10, 2007, when Moody's
assigned a first-time Corporate Family Rating of B3.

U.S. Corrugated, Inc., headquartered in Newark, NJ, is a partially
vertically integrated independent corrugated packaging company
manufacturing recycled linerboard, corrugated medium, corrugated
sheets, boxes, and point-of sale displays.  Moody's ratings cover
the Restricted Group, which excludes the MCPH LLC and U.S.
Corrugated of Mesquite, LLC subsidiaries.  The Restricted Group's
revenue for the twelve months ended July 4, 2009, was
$415 million.


VENETIAN MACAU: Bank Debt Trades at 5.3% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
94.69 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.72
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2013.  The Company pays 550 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating. The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands Corp. is a borrower traded in the secondary market at
84.20 cents-on-the-dollar during the week ended Sept. 18, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.01
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is also one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Sept. 18, among the 135 loans with five or more bids.

Venetian Macau is a wholly owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

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

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


VINEYARD NATIONAL: Court OKs Rejection of Pact with CEO G. Terry
----------------------------------------------------------------
Vineyard National Bancorp said that the Bankruptcy Court for the
Central District of California has approved the rejection of its
employment contract of Chief Executive Officer and President, Glen
C. Terry, effective as of July 23, 2009.

Vineyard National also said in a regulatory filing that the Court
has approved its rejection of two unexpired non-residential leases
effective as of July 23, 2009.

Meanwhile, on September 4, 2009, the Company received a letter
from NYSE Amex LLC dated August 31, 2009, pursuant to which the
Exchange notified the Company of its final Determination and
Notice of Removal from Listing of the Company's 7.50% Series D
Non-Cumulative Preferred Stock.

                  About Vineyard National Bancorp

Vineyard National Bancorp  (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C.D. Calif. Case No. 09-26401).


VISTEON CORP: Inks Customer Accommodation Agreement With New GM
---------------------------------------------------------------
Visteon Corporation asks the United States Bankruptcy Court for
the District of Delaware for authority to enter into a customer
accommodation agreement and related access and security agreement
with General Motors Company.  Pursuant to the Accommodation
Agreement, GM has agreed to, among other things:

     -- pay $8.0 million in cash surcharge payments above the
        parts purchase order price for component parts produced by
        certain of the Company's interior and fuel tank product
        groups;

     -- pay up to $10 million to fund the consolidation of certain
        of the Company's Mexican facilities;

     -- reimburse the Company for $4.425 million in up-front
        engineering, design, and development support costs;

     -- accelerate payment terms on outstanding purchase orders
        from the GM standard payment terms;

     -- purchase certain inventory relating to re-sourced
        component parts according to a stated price formula;

     -- reimburse the Company for costs associated the with wind-
        down of operations related to the production of interior
        and fuel tank GM component parts;

     -- pay $8.2 million in cure payments in connection with the
        assumption and assignment of purchase orders with the
        Company in GM's chapter 11 case;

     -- limit its ability to set-off against accounts receivables
        owing to the Company; and

     -- forbear from re-sourcing certain product lines.

In exchange for these benefits, the Company agreed to continue
producing and delivering component parts to GM during the term of
the Accommodation Agreement as well as provide considerable
assistance to GM in re-sourcing production to other suppliers.
Also, the Company agreed to build an inventory bank for GM,
provided GM pays for such inventory on an accelerated basis and
covers the Company's out-of-pocket expenses in maintaining and
handling the inventory.  In addition, the Accommodation Agreement
grants GM an option to purchase equipment and tooling owned by the
Company that is exclusively used to manufacture GM component
parts, provides GM with a right to access the Company's facilities
if the Company ceases production and grants to GM a security
interest in certain operating assets that would be necessary for
GM component part production.

The effectiveness of the Accommodation Agreement is conditioned
upon the approval of such agreements by the Bankruptcy Court. `

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


W R GRACE: Expects $48 Million Net Income This Year
---------------------------------------------------
W.R. Grace & Co., said in a regulatory filing that it expects to
have net income of at least $48 million this year.

On February 27, 2009, W. R. Grace and its debtor subsidiaries
filed a proposed amended joint plan of reorganization, an
explanatory disclosure statement and prospective financial
information with the U. S. Bankruptcy Court for the District of
Delaware.

A copy of the Disclosure Statement is available for free at;
http://researcharchives.com/t/s?44fc

A copy of the Financial Information is available at:
http://researcharchives.com/t/s?44fd

The Financial Information includes estimates as of February 27,
2009 of Grace's pretax income from core operations before interest
and taxes for the year ending December 31, 2009, pretax income
from core operations before interest, taxes, depreciation and
amortization for the year ending December 31, 2009 and net income
attributable to Grace shareholders for the year ending December
31, 2009.

As of September 17, 2009, Grace is updating its estimates of 2009
Core EBIT and 2009 Core EBITDA.  Grace expects to exceed the $241
million estimate of 2009 Core EBIT and the $357 million estimate
of 2009 Core EBITDA included in the Financial Information.  Grace
is also updating its estimate of 2009 Grace Net Income as of
September 17, 2009.  Grace expects 2009 Grace Net Income will
exceed $48 million.  This estimate assumes the Joint Plan is not
consummated in 2009.

Confirmation hearings on the Joint Plan, as subsequently amended,
took place from the 8th to the 17th of September 2009 and are
scheduled to continue on the 13th and 14th of October.  Following
completion of evidentiary testimony, the Joint Plan proponents and
objectors will submit post-trial briefs in November.  Due to the
Bankruptcy Court's schedule, Grace expects that closing arguments
will not take place until early January 2010.  As a result of this
schedule, Grace does not expect to receive a confirmation opinion
until 2010.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WASTE SERVICES: S&P Affirms 'B-' Rating on $160 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
issue rating (one notch below the corporate credit rating) on
Ontario, Canada-based Waste Services Inc.'s existing $160 million
9.5% senior subordinated notes due 2014 and proposed $50 million
add-on to the 9.5% senior subordinated notes due 2014.  The
recovery rating remains unchanged at '5', indicating the
expectation of modest recovery (10% to 30%) in the event of a
payment default.

The additional senior subordinated notes are expected to have the
same terms as the existing notes, and together comprise
$210 million in senior subordinated debt.

Waste Services will use the proceeds of the notes offering to
repay borrowings, which were about $77 million (including
outstanding letters of credit) as of June 30, 2009, on the
$140 million multicurrency revolving credit facility due 2013.
This extra revolver capacity will enable the company to continue
to pursue acquisitions over the coming months.  The corporate
credit rating is 'B'.  The outlook is stable.

The ratings on Waste Services, a multiregional, integrated solid
waste services company, reflect its highly leveraged financial
risk profile, a vulnerable business risk profile due to its
acquisitive growth strategy, and its modest scale of operations
relative to its peers.  Partially offsetting these factors are
favorable industry characteristics including high barriers to
entry and recession resiliency; some geographic diversity; and the
ownership of several permitted, well-positioned, long-lived
landfills.

                           Ratings List

                       Waste Services Inc.

   Corporate credit rating                           B/Stable/--

                         Ratings Affirmed

      $210 mil. 9.5% senior subordinated notes due 2014    B-
       Recovery rating                                     5


WASTEQUIP INC: S&P Puts 'CCC+' Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
Cleveland, Ohio-based Wastequip, including the 'CCC+' long-term
corporate rating, on CreditWatch with negative implications.

"The CreditWatch placement follows the company's amendment of its
mezzanine credit agreement to include a "PIK Toggle" feature,
which allows the company to pay, at its option, nearly all of the
cash interest due on its mezzanine loans in kind, to meet covenant
compliance," said Standard & Poor's credit analyst Helena Song.
Operating performance and credit metrics remain weak.  Revenue and
EBITDA declined materially in the 12 months ended July 4, 2009,
primarily due to lower volume.  Wastequip's credit protection
measures have weakened considerably in the past year, with
adjusted debt to EBITDA of more than 15x for the 12 months ended
July 4, 2009.

"The Creditwatch placement reflects the risk that Wastequip may
exercise the new "PIK Toggle" feature, contrary to the original
obligation," she continued.


WESTERN REFINING: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 98.35 cents-
on-the-dollar during the week ended Sept. 18, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.10 percentage
points from the previous week, The Journal relates.  The loan
matures on March 15, 2014 .  The Company pays 600 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Sept. 18,
among the 135 loans with five or more bids.

As reported by the Troubled Company Reporter on June 5, 2009,
Standard & Poor's Ratings Services affirmed its ratings on Western
Refining, Inc., including the 'B+' long- erm corporate credit
rating and 'BB-' rating on the senior secured debt.  The outlook
remains negative.  At the same time, S&P assigned a 'BB-' rating
(one notch above the corporate credit rating) to Western's
proposed $600 million senior secured notes due 2017.  The recovery
rating on this debt is '2', indicating expectations of a
substantial recovery (70%-90%) in the event of a default.  S&P
assigned a 'B-' rating (two notches below the corporate credit
rating) on Western's proposed $100 million convertible senior
notes due 2014.  The recovery rating is '6', indicating
expectations of negligible (0%-10%) recovery of principal in the
event of default.

The TCR reported on June 4, 2009, that Moody's Investors Service
assigned a B3 (LGD 3; 43%) rating to Western Refining, Inc.'s
pending $600 million eight-year senior secured note offering and
affirmed its existing B3 Corporate Family Rating, B3 Probability
of Default Rating, and its B3 senior first secured Term Loan B
(LGD 3; though moving the point estimate to 43% from 46%).  The
note ratings are assigned under Moody's Loss Given Default
methodology.  The SGL-3 Speculative Grade Liquidity Rating was
also affirmed.  The rating outlook remains positive.

Western Refining, headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


WOODSTOCK STATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Woodstock Station LLC
        110 North Blockway, Suite 210
        Palatine, IL 60067

Bankruptcy Case No.: 09-34390

Chapter 11 Petition Date: September 17, 2009

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

Judge: John H. Squires

Debtor's Counsel: Arnold G. Kaplan Esq.
                  Law Offices Of Arnold Kaplan Ltd
                  20 N Clark Street, #1725
                  Chicago, IL 60603
                  Tel: (312) 443-1667
                  Fax: (312) 372-6067
                  Email: akaplan1616@aol.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 Robert L. Hummel, member of the
Company.


YOUNG BROADCASTING: Puts Affiliates Into Bankruptcy
---------------------------------------------------
Tiffany Kary at Bloomberg News reports that Young Broadcasting
Inc., put two more affiliates under court protection September 16.

Young Broadcasting Capital Corp. listed up to $500 million in
assets and under $50 million in debts while Young Communications
listed under $50,000 in both debts and assets.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.


ZILA INC: Completes Merger With Tolmar Holding
----------------------------------------------
Zila, Inc., has completed the merger with a subsidiary of TOLMAR
Holding, Inc.  Pursuant to the merger agreement between the
companies, at the effective time of the merger all outstanding
shares of Zila's common stock were converted into the right to
receive $0.45 per share in cash.

As a result of the transaction, Zila has become a wholly owned
subsidiary of TOLMAR Holding, Inc., which also owns Tolmar, Inc.,
a U.S. based privately held, pharmaceutical research, development,
manufacturing and commercial operations company.  TOLMAR Holding,
Inc. expects Zila to continue as a stand alone business unit.

                          Merger Details

On September 18, 2009, the holders of a majority of the shares of
common stock, par value $0.001 per share, of Zila approved and
adopted the Agreement and Plan of Merger, dated June 25, 2009, by
and among TOLMAR, Project Z Acquisition Sub, Inc., and ZILA, as
amended.  On September 18, pursuant to the terms of the Merger
Agreement, Acquisition Sub merged with and into ZILA, with ZILA
surviving as a wholly owned subsidiary of TOLMAR.

At the effective time and as a result of the Merger, (i) each
share of common stock of ZILA outstanding immediately prior to the
effective time of the Merger, other than shares held by TOLMAR,
Acquisition Sub, or direct or indirect wholly owned subsidiaries
of ZILA, shares owned by ZILA as treasury stock or shares for
which holders have perfected appraisal rights under Delaware law,
was converted into the right to receive $0.45 in cash, without
interest and less any applicable withholding taxes and (ii) each
share of Series B Convertible Preferred Stock other than shares
for which holders have perfected appraisal rights under Delaware
law, was converted into the right to receive $0.50 in cash,
without interest and less any applicable withholding taxes.

In addition, at the effective time and as a result of the Merger,
each outstanding warrant of ZILA with an exercise price of $15.54
per share automatically became a right to receive the Common Stock
Merger Consideration in exchange for payment of the exercise
price.  Additionally, immediately prior to the effective time of
the Merger, all outstanding options to purchase common stock under
ZILA's equity incentive plans became immediately vested and
exercisable in full.  At the effective time of the Merger, each
then outstanding option was, by virtue of the Merger, converted
into and became a right to receive an amount in cash, without
interest and less any applicable withholding taxes, with respect
to each share subject thereto, equal to the excess, if any, of the
Common Stock Merger Consideration over the per share exercise
price of such option, and each such option terminated.  Finally,
at the effective time and as result of the Merger, the
restrictions on the restricted stock issued and outstanding
immediately before the effective time lapsed, and such restricted
stock was treated as common stock for purposes of receiving the
merger consideration.  The total amount to be paid to ZILA's
stockholders is roughly $4.6 million.

Prior to the entry into the Merger Agreement, there were no
material relationships between ZILA or its affiliates and TOLMAR
and its affiliates.  J. Steven Garrett, a member of ZILA's Board
of Directors, is employed by TOLMAR, Inc. as its Vice President of
Clinical Development.  Due to this relationship, Mr. Garrett
completely recused himself from and had no involvement in the
process of discussing, considering and negotiating the terms of
the proposed Merger (or any other proposed strategic transaction)
on behalf of ZILA.

Effective with the close of trading on September 18, 2009, Zila's
common stock has ceased to be traded on the Nasdaq Market.

In connection with the completion of the Merger, ZILA notified
Nasdaq that the Merger had been completed and requested that
ZILA's common stock no longer be listed on Nasdaq.  ZILA requested
that Nasdaq file with the SEC a Notification of Removal from
Listing or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended, on Form 25 to strike the common
stock from listing on Nasdaq and the registration related thereto.
ZILA also intends to file a Form 15 with the SEC to deregister the
common stock under Section 12(g) of the Exchange Act and to
suspend the reporting obligations of ZILA under Sections 13 and
15(d) of the Exchange Act.

Effective as of the closing of the Merger, each director of ZILA
and its subsidiaries resigned as a member of ZILA's or its
subsidiaries' Board of Directors.  At the effective time of the
Merger, the directors of Acquisition Sub immediately prior to the
effective time of the Merger became the directors of ZILA, and the
officers of Acquisition Sub became the officers of ZILA, in each
case, to hold office until the earlier of his or her resignation
or removal.

                    About TOLMAR Holding, Inc.

TOLMAR Holding, Inc. is a private pharmaceutical company.  Through
its related companies it operates 5 manufacturing facilities
outside the U.S. and sells commercially branded generics and in-
licensed products in more than 20 countries.

                        About Tolmar, Inc.

Tolmar, Inc., is a Colorado-based pharmaceutical research,
development, manufacturing and commercial operations company.
Tolmar develops and manufacturers both proprietary and generic
pharmaceutical products with specific focus in therapeutic areas
of dental, dermatology, and oncology.

                         About Zila, Inc.

Zila, Inc. (Nasdaq: ZILA) -- http://www.zila.com/-- headquartered
in Scottsdale, Arizona, is a diagnostic company dedicated to the
prevention, detection and treatment of oral cancer and periodontal
disease.  Zila manufactures and markets ViziLite(R) Plus with
TBlue(R), the company's flagship product for the early detection
of oral abnormalities that could lead to cancer.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and January 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under
Chapter 7 of the Federal Bankruptcy Code, which would likely
result in its common stock becoming worthless.  The Company
anticipates it will need to refinance its senior secured
convertible notes by their due date of July 31, 2010.  As of
April 30, 2009, there were $1.1 million of unamortized debt issue
costs and $2.2 million of debt discounts relative to the senior
secured convertible notes.


* 2 Irwin Union Banks Shuttered; Year's Bank Failures Now 94
------------------------------------------------------------
Two banks -- Irwin Union Bank, F.S.B., Louisville, Kentucky, and
Irwin Union Bank and Trust Company, Columbus, Indiana -- were
closed September 11 by regulators and sent to receivership before
the Federal Deposit Insurance Corporation (FDIC).  This year's
closed banks have risen to 94.

The two closed institutions are both banking subsidiaries of Irwin
Financial Corporation, Columbus, Indiana.  To protect depositors,
the FDIC entered into a purchase and assumption agreement with
First Financial Bank, National Association, Hamilton, Ohio, to
assume all of the deposits of the two banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

                     416 Banks on Problem List

The Federal Deposit Insurance Corporation said August 27 that the
number of banks and savings institutions in its "Problem List"
increased to 416 at the end of the second quarter compared with
305 at March 31.

The 416 banks have combined assets of $299.8 billion.  The FDIC
said this is the largest number of "problem" institutions since
June 30, 1994, and the largest amount of assets on the list since
December 31, 1993.

At the end of the 2008, there were 252 banks on the Problem List.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The Deposit Insurance Fund (DIF) decreased by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion, based on
unaudited figures.

According to the FDIC, the reduction in the DIF was primarily due
to an $11.6 billion increase in loss provisions for bank failures.
Twenty-four insured institutions with combined assets of
$26.4 billion failed during the second quarter of 2009, the
largest number of quarterly failures since the fourth quarter of
1992, when 42 insured institutions failed.  For 2009 through the
end of the second quarter, 45 insured institutions with combined
assets of $35.9 billion failed at an estimated current cost to the
DIF of $10.5 billion.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the second
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                                 Loss-Share
                                 Transaction Party     FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       ----------   --------------      -----------
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       }             State Bank & Trust   }
SB - North Fulton   }             State Bank & Trust   }
SB - Jones County   } $2,800.0    State Bank & Trust   }  $807.0
SB - Houston County }             State Bank & Trust   }
SB - North Metro    }             State Bank & Trust   }
SB - Bibb County    }             State Bank & Trust   }
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danville      $166.0    First Financial          $24.0
Founders Bank           $962.5    PrivateBank             $188.5
Millennium State        $118.0    State Bank of Tex        $47.0
Mirae Bank              $456.0    Wilshire State Bank      $50.0
Metro Pacific Bank       $80.0    Sunwest Bank, Tustin     $29.0
Horizon Bank             $87.6    Stearns Bank, N.A.       $33.5
Neighborhood Comm       $221.6    CharterBank, West Point  $66.7
Community Bank          $199.4    -- None --               $85.0
First National Bank     $156.9    Bank of Kansas           $32.2
Cooperative Bank        $970.0    First Bank, Troy, N.C.  $217.0
Southern Community      $377.0    United Community        $114.0
Bank of Lincolnwood     $214.0    Republic Bank, Chicago   $83.0
Citizens National       $437.0    Morton Community        $106.0
Strategic Capital       $537.0    Midland States Bank     $173.0
BankUnited FSB       $12,800.0    WL Ross-Led Investors $4,900.0
Westsound Bank          $334.6    Kitsap Bank             $108.0
America West            $299.4    Cache Valley Bank       $119.4
Citizens Community       $45.1    N.J. Community Bank      $18.1
Silverton Bank        $4,100.0    -- None --            $1,300.0
First Bank of Id        $488.9    US Bank, Minneapolis    $191.2
First Bank of BH      $1,500.0    -- None --              $394.0
Heritage Bank           $184.6    Level One Bank           $71.3
American Southern       $112.3    Bank of North Georgia    $41.9
Great Basin Bank        $270.9    Nevada State Bank        $42.0
American Sterling       $181.0    Metcalf Bank, Lee        $42.0
New Frontier Bank     $2,000.0    -- None --              $670.0
Cape Fear Bank          $492.0    First Federal,          $131.0
Omni National           $956.0    -- None --              $290.0
TeamBank, N.A.          $669.8    Great Southern Bank      $98.0
Colorado National       $123.5    Herring Bank, Amarillo    $9.0
FirstCity Bank          $297.0    -- None --              $100.0
Freedom Bank            $173.0    Nat'l Georgia Bank       $36.2
Security Savings        $238.3    Bank of Nevada, L.V.     $59.1
Heritage Community      $232.9    MB Financial Bank, N.A.  $41.6
Silver Falls            $131.4    Citizens Bank            $50.0
Pinnacle Bank            $73.0    Washington Trust Bank    $12.1
Corn Belt Bank          $271.8    Carlinville Nat'l Bank  $100.0
Riverside Bank          $539.0    TIB Bank                $201.5
Sherman County          $129.8    Heritage Bank            $28.0
County Bank           $1,700.0    Westamerica Bank        $135.0
Alliance Bank         $1,140.0    California Bank & Trust $206.0
FirstBank Fin'l         $337.0    Regions Bank            $111.0
Ocala National          $223.5    CenterState Bank         $99.6
Suburban Federal        $360.0    Bank of Essex           $126.0
MagnetBank              $292.2    -- None --              $119.4
1st Centennial          $803.3    First California Bank   $227.0
Bank of Clark           $446.5    Umpqua Bank       $120.0-145.0
Nat'l Commerce          $430.9    Republic Bank of Chi.    $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html


* Beach Business Bank Chairman Appointed to FDIC Advisory Panel
---------------------------------------------------------------
Beach Business Bank (OTCBB: BBBC) said that the Federal Deposit
Insurance Corporation has appointed the Bank's chairman, Jim Gray,
as one of only 14 members on its Advisory Committee on Community
Banking, which was established by the FDIC Board of Directors in
May.  The Advisory Committee members represent a cross-section of
community bankers from around the nation, including a member from
academia.  The Advisory Committee will provide the FDIC with
advice and recommendations on a broad range of policy issues that
have particular impact on small community banks from around the
nation.

On September 18, 2009, FDIC Chairman Sheila Bair was quoted as
saying, "I look forward to working with the Advisory Committee
members on this important endeavor to get valuable contributions
and viewpoints to help community banks -- large and small -- to
continue to weather the challenging business environment."

The 14 individuals selected for the Advisory Committee represent a
full spectrum of interests and perspectives on community banking.
The FDIC received more than 200 applications from interested
individuals to participate on the committee.

The committee's first meeting is scheduled for Thursday, October
15, 2009, at FDIC headquarters in Washington, D.C.  The committee
will meet at least two times a year with Members serving a two-
year term.

For more information on the Advisory Committee on Community
Banking, please visit the FDIC's Web site at
http://www.fdic.gov/communitybanking/

Beach Business Bank is headquartered at 1230 Rosecrans Avenue,
Lobby Level, in Manhattan Beach, and has a second full-service
office at 180 E. Ocean Blvd. in Long Beach, CA. The Bank is first
and foremost a community business bank serving Los Angeles, Long
Beach, and the South Bay area residents and businesses. The Bank
also has a division named The Doctors Bank, which serves
physicians and dentists nationwide. In addition, Beach Business
Bank provides loans to small businesses, focused around the SBA
7(a), 504, and Express lending programs. The Bank makes a special
effort to serve minority-owned businesses. For more information on
the Bank, please visit www.beachbusinessbank.com or call 866-862-
3878 or 310-536-2260; in Long Beach, call 562-435-8600.


* FDIC Names Members for Advisory Committee on Community Banking
----------------------------------------------------------------
The Federal Deposit Insurance Corporation on Sept. 18 announced
the selection of 14 members for its Advisory Committee on
Community Banking, which was established by the FDIC Board of
Directors in May.  The Advisory Committee members represent a
cross-section of community bankers from around the nation,
including a member from academia.  The Advisory Committee will
provide the FDIC with advice and recommendations on a broad range
of policy issues that have particular impact on small community
banks from around the nation, the local communities they serve,
with a focus on rural areas.

"The financial crisis has had a significant impact on community
banks.  These banks are essential to the fabric of our country's
financial system through their support of business lending and
service to the needs of local economies," said FDIC Chairman
Sheila Bair.  "I look forward to working with the Advisory
Committee members on this important endeavor to get valuable
contributions and viewpoints to help community banks-large and
small-to continue to weather the challenging business
environment."

The 14 individuals selected for the Advisory Committee represent a
full spectrum of interests and perspectives on community banking.
The FDIC received more than 200 applications from interested
individuals to participate on the committee.

The committee's first meeting is scheduled for October 15, 2009,
at FDIC headquarters in Washington, D.C.  The committee will meet
at least two times a year with Members serving a two-year term.
Paul Nash, Deputy to the FDIC Chairman for External Affairs, will
serve as the Designated Federal Official for the Advisory
Committee.

For more information on the Advisory Committee on Community
Banking, please visit the FDIC's Web site at
http://www.fdic.gov/communitybanking/

The Advisory Committee members are:

    * Daniel R. Blanton, President and CEO, Southeastern Bank
      Financial Corporation and Georgia Bank & Trust of Augusta

    * Charles G. Brown, III, Chairman and CEO, Insignia Bank

    * Deborah A. Cole, President and CEO, Citizens Savings Bank &
      Trust Co.

    * Craig M. Goodlock, Chairman and CEO, Farmers State Bank

    * James H. Gray, Chairman, Beach Business Bank

    * Jack E. Hopkins, President and CEO, CorTrust Bank, N.A.

    * Timothy W. Koch, Professor and Chair, Finance Department,
      Moore School of Business, University of South Carolina

    * John P. Lewis, President and CEO, Southern Arizona Community
      Bank

    * Jan A. Miller, President and CEO, Wainwright Bank & Trust
      Company

    * Rebecca Romero Rainey, Chair and CEO, Centinel Bank

    * Bruce A. Schriefer, President, Bankers' Bank of Kansas, N.A.

    * Laurie Stewart, President and CEO, Sound Community Bank

    * Ignacio Urrabazo, Jr., President, Commerce Bank

    * Matthew Williams, Chairman and President, Gothenburg State
      Bank & Trust Company


* Industrial Banks Resist Federal Regulator Plans
-------------------------------------------------
Industrial banks, niche institutions that make loans to
businesses, are opposing more rigorous regulation proposed by the
Obama administration against them.

To recall, the current economic recession has been blamed on huge
risk taking by banks.  According to Eric Lipton at The New York
Times, the administration wants owners of 41 industrial banks to
accept more rigorous regulation, citing that their parents engage
in risky practices -- mostly exempt from routine scrutiny by the
Federal reserve -- that pose a threat to the economy.

The industrial banks, however, are opposing the proposal,
insisting that their operations are safe and profitable.  The
institutions have launched a campaign to block tougher regulation
-- which they say would threaten their survival -- and expand the
number of such banks.

Sheila Bair, the chairwoman of the Federal Deposit Insurance
Corporation, and Barney Frank, the chairman of the House Financial
Services Committee, have both said they would favor allowing
owners of existing industrial banks to maintain their banking
operations.

Meanwhile, Christopher Whalen from Institutional Risk Analytics,
said in a report, "Deflation is still the chief threat to the U.S.
economy, driven by a relentless contraction in bank and nonbank
credit."

Because banks are shrinking on their own "to conserve capital and
fund liabilities impaired by realized losses," Mr. Whalen,
according to Bloomberg's BilL Rochelle, observes that "talking
about raising bank capital at the present time is the functional
equivalent of the imposition of the Smoot-Hawley Tariff Act of
1930."


* Hedge-Fund Liquidations Slowed in Second Quarter, HFR Says
------------------------------------------------------------
The pace of hedge fund liquidations slowed in the second quarter
as managers posted a 9.1% gain, according to Hedge Fund Research
Inc.  Over 3% of hedge funds, or 292 funds, went out of business
in the three months to June 30, HFR said, down 22% from the 376
funds that liquidated in the first three months of the year.

According to Bloomberg, among the firms that liquidated hedge
funds are Cantillon Capital Management LLC run by William von
Mueffling in New York, Satellite Asset Management LP, a 10-year-
old firm managed by former employees of billionaire George Soros,
and Pequot Capital Management Inc., run by Arthur Samberg.

Liquidations had risen to an all-time high last year of 1,471 when
hedge funds lost investors an average of 19 percent, the
industry's worst returns since Hedge Fund Research started
tracking data in 1990.

The number of funds starting business in the second quarter rose
to 182 from 148 in the first quarter, HFR said.

HFR said JPMorgan (JPM) is the largest prime broker by assets,
while Goldman Sachs (GS) is prime broker to the biggest number of
funds.

Hedge Fund Research, Inc. is the global leader in the alternative
investment industry.  Established in 1992, HFR specializes in the
areas of indexation and analysis of hedge funds.


* FDIC Launches Foreclosure Prevention Initiative
-------------------------------------------------
The Federal Deposit Insurance Corporation announced September 16
that it is releasing a free tool kit of information that will help
borrowers, community stakeholders and the banking industry avoid
unnecessary foreclosures and stop foreclosure "rescue" scams that
promise false hope to consumers at risk of losing their homes.

The tool kit includes critical information to help borrowers know
who to contact and what documents they need to have available to
apply for a loan modification that could save their home from
foreclosure . This tool kit also describes the warning signs of
potential foreclosure "rescue" scams and how consumers, community
stakeholders, and bankers can report scammers and prevent fraud.
The public can access the free tool kit at
http://www.FDIC.gov/foreclosureprevention

To ensure this information is widely available, the FDIC is
conducting outreach to community-based organizations and the
banking industry, and furnishing a referral service to help
consumers identify sources of legitimate help and report fraud to
the appropriate law enforcement agencies.

"It is vitally important that consumers and bankers know all of
the resources available to help prevent unnecessary foreclosures.
The tool kit, along with our outreach, should help consumers know
how to get a loan modification when they need one.  While reaching
out a helping hand, we must also be on guard for those who would
prey on consumers who are facing foreclosure," said FDIC Chairman
Sheila C. Bair.  "Everyone with a stake in this issue - from
community leaders to those with a neighbor, friend or family
member facing hardship - must take responsibility for reporting
questionable activity and directing consumers to legitimate
sources for assistance."  Raising consumers' awareness of
foreclosure "rescue" scams will give borrowers more confidence in
knowing they are working with legitimate counselors and servicers
to obtain a loan modification that could help them avoid
foreclosure.

The FDIC's foreclosure prevention tool kit includes:

    * Is Foreclosure Knocking at Your Door? brochure (available
      online and in print), which encourages consumers facing
      financing difficulties to contact their servicer, apply for
      a loan modification, and talk to a counselor.

    * Beware of Foreclosure Rescue Scams brochure (available
      online and in print), which provides information on common
      scams, tips for detecting fraudulent deals, and resources
      for reporting criminal activity.

    * Spring 2009 edition of FDIC Consumer News, which features
      advice for consumers on avoiding foreclosure rescue and loan
      modification schemes.

    * Your Own Home module of the FDIC's Money Smart curriculum,
      which offers tips and advice on avoiding foreclosure with a
      loan modification, preventing foreclosure "rescue" scams and
      providing legitimate sources of foreclosure prevention
      assistance.

The tool kit and other helpful resources are available on the
FDIC's foreclosure prevention Web page at
http://www.fdic.gov/foreclosureprevention/

Also as part of this initiative, the FDIC is continuing to work
with banks and community-based and consumer organizations to avoid
foreclosure and stop foreclosure "rescue" scams, particularly in
underserved communities.  Consumers are encouraged to report
questionable activities, including solicitations or offers, to
their servicer and appropriate state and federal authorities,
which may include the Federal Trade Commission and the appropriate
state attorney general.  Consumers who have difficulty finding
contact information for these officials or their servicer may
receive a referral by calling the FDIC Call Center at 1-877-ASK-
FDIC (1-877-275-3342) or visiting http://www.fdic.gov/
The FDIC has reminded institutions to act promptly and report
potentially fraudulent or improper activities relating to mortgage
lending.


* SEC to Bolster Oversight of Credit Ratings Agencies
-----------------------------------------------------
The Securities and Exchange Commission on September 17 voted
unanimously to take several rulemaking actions to bolster
oversight of credit ratings agencies by enhancing disclosure and
improving the quality of credit ratings.

    * Fact Sheet About Credit Rating Agencies

      See http://ResearchArchives.com/t/s?4529

    * Rules/Forms Affected by SEC Actions

      See http://ResearchArchives.com/t/s?4529

Credit rating agencies are organizations that rate the
creditworthiness of a company or a financial product, such as a
debt security or money market instrument.  In particular, the
Commission voted to adopt or propose measures intended to improve
the quality of credit ratings by requiring greater disclosure,
fostering competition, helping to address conflicts of interest,
shedding light on rating shopping, and promoting accountability.

"These proposals are needed because investors often consider
ratings when evaluating whether to purchase or sell a particular
security," said SEC Chairman Mary Schapiro. "That reliance did not
serve them well over the last several years, and it is incumbent
upon us to do all that we can to improve the reliability and
integrity of the ratings process and give investors the
appropriate context for evaluating whether ratings deserve their
trust."

In 2006, Congress passed the Credit Rating Agency Reform Act that
provided the SEC with authority to impose registration,
recordkeeping, and reporting rules on credit rating agencies
registered as Nationally Recognized Statistical Rating
Organizations (NRSRO). Currently, 10 credit rating agencies are
registered with the Commission as NRSROs.

Among the Commission's actions to create a stronger, more robust
regulatory framework for credit rating agencies:

    * Adopted rules to provide greater information concerning
      ratings histories -- and to enable competing credit rating
      agencies to offer unsolicited ratings for structured finance
      products, by granting them access to the necessary
      underlying data for structured products.

    * Proposed amendments that would seek to strengthen compliance
      programs through requiring annual compliance reports and
      enhance disclosure of potential sources of revenue-related
      conflicts.

    * Adopted amendments to the Commission's rules and forms to
      remove certain references to credit ratings by nationally
      recognized statistical rating organizations.

    * Reopened the public comment period to allow further comment
      on Commission proposals to eliminate references to NRSRO
      credit ratings from certain other rules and forms.

    * Proposed new rules that would require disclosure of
      information including what a credit rating covers and any
      material limitations on the scope of the rating and whether
      any "preliminary ratings" were obtained from other rating
      agencies - in other words, whether there was "ratings
      shopping."

    * Voted to seek public comment on whether to amend Commission
      rules to subject NRSROs to liability when a rating is used
      in connection with a registered offering by eliminating a
      current provision that exempts NRSROs from being treated as
      experts when their ratings are used that way.

Public comments on new rules or amendments must be received by the
Commission within 60 days after their publication in the Federal
Register.

The full text of the proposed and final rules and amendments voted
on by the Commission will be posted to the SEC Web site as soon as
possible.


* Jones Walker's Miami Office Welcomes Three New Attorneys
----------------------------------------------------------
Jones Walker said three attorneys have joined the firm's Miami
office:

   * D. Renee Jenkins, special counsel, Business & Commercial
     Litigation

   * Gregory W. Kuehnle, associate, Real Estate

   * Constance D. Russell, associate, Business & Commercial
     Litigation

Ms. Jenkins has experience in a variety of real estate and
foreclosure litigation, as well as insurance litigation, insurance
coverage disputes, insurance defense, and bad faith litigation.
Prior to joining Jones Walker, Ms. Jenkins worked as an associate
with Adorno & Yoss in Fort Lauderdale, Fla., in that firm's
Business Litigation section.  A 2002 graduate of the University of
Miami School of Law, Ms. Jenkins also served as a judicial clerk
for the late Honorable Wilkie D. Ferguson in spring 2002. She is a
1999 graduate of Florida A&M University, where she received her
Bachelor of Science in Agricultural Business, magna cum laude.

Mr. Kuehnle's practice focuses on commercial lending transactions,
including loan restructuring, loan origination, the creation and
sale of large-scale mortgage pools, mezzanine loans,
organizational structuring, intercreditor agreements, and S&P
summaries.  Prior to joining Jones Walker, Mr. Kuehnle worked as
an associate with Williams Mullen in that firm's Richmond, Va.
office.  He is a 2006 graduate of the University of Notre Dame Law
School, where he received his juris doctor degree.  Mr. Kuehnle
received his Bachelor of Science in Architecture, with honors,
from the University of Maryland, College Park, in 2002.

Ms. Russell joins Jones Walker following a federal clerkship with
the Honorable Catharine R. Carruthers, U.S. Bankruptcy Judge for
the U.S. Bankruptcy Court in the Middle District of North
Carolina.  Ms. Russell is a 2007 graduate of the Vanderbilt
University Law School, where she received her juris doctor degree.
She received her Bachelor of Arts in Economics from the University
of Pennsylvania in 2004.

Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. --
http://www.joneswalker.com/-- provides a comprehensive range of
legal services to a national and international corporate client
base through offices in Alabama, Arizona, the District of
Columbia, Florida, Georgia, Louisiana, and Texas.


* Beason Law Group, P.C. Announces Firm Addition
------------------------------------------------
Beason Law Group, P.C. announced the addition of Roland H. Beason
to the firm as a shareholder.  Roland Beason returned from a tour
in Afghanistan last year as a combat advisor to the Afghan
National Army, and he is excited about returning to the legal
community.  Mr. Beason brings a wealth of small business and real
estate experience to the firm as well as a solid commitment to
integrity and client advocacy.

Mr. Beason is a graduate of Auburn University and the University
of Alabama, School of Law.  He began his legal career as a
litigator and has owned and operated several small businesses.
Beason's real world experience as a business owner enhances the
services Beason Law Group, P.C. can provide its clients. Beason
resides in Homewood with his wife.

The firm's Web site -- http://www.BankruptcyAlabama.com/-- is a
resource supported by their law firm located at 1 Independence
Plaza, Suite 802, Birmingham, AL 35209. The office is located on
the 8th floor of the Regions Bank building in downtown Homewood,
Alabama. The firm specializes in assisting individuals and
businesses in Birmingham and the surrounding areas that are facing
financial difficulties.

The Web site contains information on loan modifications,
correcting credit reports, stopping wage garnishment, life after
bankruptcy, stopping repossession, the bankruptcy process,
stopping foreclosure, stopping creditor harassment, bankruptcy
prevention and asset planning. Additionally, there is detailed
information about Chapter 7, Chapter 11 and Chapter 13 Bankruptcy.

The firm provides free attorney consultations. There is no
obligation and the office environment is very casual.  To schedule
an appointment, call Beason Law Group, P.C. at 205-218-1717 or
visit http://www.BankruptcyAlabama.com/


* BOND PRICING -- For the Week From September 14 to 18, 2009
------------------------------------------------------------
  Company              Coupon        Maturity   Bid Price
  -------              ------        --------   ---------
155 E TROPICANA         8.75%       4/1/2012        3.03
ABITIBI-CONS FIN        7.88%       8/1/2009       13.00
ACCURIDE CORP           8.50%       2/1/2015       24.50
ADVANTA CAP TR          8.99%     12/17/2026        4.63
ALERIS INTL INC        10.00%     12/15/2016        1.00
AMBAC INC               9.38%       8/1/2011       61.10
AMER GENL FIN           3.40%     10/15/2009       97.50
AMER GENL FIN           4.00%     11/15/2009       93.93
AMER GENL FIN           5.65%      7/15/2010       79.00
AMER GENL FIN           8.75%      9/15/2012       38.00
AMR CORP               10.40%      3/10/2011       46.00
AMR CORP               10.45%      3/10/2011       47.00
AMR CORP               10.45%     11/15/2011       49.00
ANTHRACITE CAP         11.75%       9/1/2027       14.77
ANTIGENICS              5.25%       2/1/2025       39.04
ARCO CHEMICAL CO       10.25%      11/1/2010       67.00
ARG-CALL10/09           6.25%      7/15/2014      103.13
BAC-CALL10/09           6.00%      4/15/2026       96.75
BANK NEW ENGLAND        8.75%       4/1/1999        9.75
BANK NEW ENGLAND        9.88%      9/15/1999        9.75
BANKUNITED FINL         3.13%       3/1/2034        3.00
BELL MICROPRODUC        3.75%       3/5/2024       40.00
BOWATER INC             6.50%      6/15/2013       24.00
BOWATER INC             9.00%       8/1/2009       21.50
BOWATER INC             9.38%     12/15/2021       21.00
BOWATER INC             9.50%     10/15/2012       23.13
BROOKSTONE CO          12.00%     10/15/2012       45.00
CALLON PETROLEUM        9.75%      12/8/2010       38.00
CAPMARK FINL GRP        7.88%      5/10/2012       27.75
CAPMARK FINL GRP        8.30%      5/10/2017       27.00
CCH I LLC               9.92%       4/1/2014        0.30
CCH I LLC              10.00%      5/15/2014        0.05
CCH I LLC              12.13%      1/15/2015        1.00
CCH I LLC              13.50%      1/15/2014        1.63
CCH I/CCH I CP         11.00%      10/1/2015       17.00
CCH I/CCH I CP         11.00%      10/1/2015       14.00
CHAMPION ENTERPR        2.75%      11/1/2037       17.00
CHARTER COMM HLD       10.00%      5/15/2011        1.00
CHARTER COMM HLD       11.13%      1/15/2011        0.13
CHARTER COMM INC        6.50%      10/1/2027       44.75
CIT GROUP INC           3.85%     11/15/2009       71.90
CIT GROUP INC           3.95%     12/15/2009       63.10
CIT GROUP INC           4.05%      2/15/2010       65.00
CIT GROUP INC           4.13%      11/3/2009       78.50
CIT GROUP INC           4.25%       2/1/2010       69.56
CIT GROUP INC           4.25%      9/15/2010       58.20
CIT GROUP INC           4.30%      3/15/2010       72.75
CIT GROUP INC           4.30%      6/15/2010       28.00
CIT GROUP INC           4.35%      6/15/2010       61.00
CIT GROUP INC           4.45%      5/15/2010       60.57
CIT GROUP INC           4.60%      8/15/2010       60.00
CIT GROUP INC           4.63%     11/15/2009       75.83
CIT GROUP INC           4.75%     12/15/2010       68.00
CIT GROUP INC           4.80%     12/15/2009       55.00
CIT GROUP INC           4.85%     12/15/2009       63.25
CIT GROUP INC           4.85%      3/15/2010       61.00
CIT GROUP INC           4.85%     12/15/2011       46.50
CIT GROUP INC           4.90%      3/15/2010       46.25
CIT GROUP INC           4.90%     12/15/2010       42.03
CIT GROUP INC           4.90%      3/15/2011       48.00
CIT GROUP INC           5.00%     11/15/2009       80.00
CIT GROUP INC           5.00%     11/15/2009       73.75
CIT GROUP INC           5.00%     11/15/2009       69.00
CIT GROUP INC           5.00%     12/15/2010       58.15
CIT GROUP INC           5.00%      3/15/2011       56.25
CIT GROUP INC           5.00%      3/15/2011       44.00
CIT GROUP INC           5.00%     12/15/2011       52.50
CIT GROUP INC           5.00%      3/15/2012       49.00
CIT GROUP INC           5.05%     11/15/2009       66.00
CIT GROUP INC           5.05%      2/15/2010       50.15
CIT GROUP INC           5.05%      3/15/2010       72.50
CIT GROUP INC           5.05%     11/15/2010       66.00
CIT GROUP INC           5.05%     12/15/2010       61.00
CIT GROUP INC           5.05%      3/15/2011       55.00
CIT GROUP INC           5.15%      2/15/2010       72.50
CIT GROUP INC           5.15%      3/15/2010       72.75
CIT GROUP INC           5.15%      2/15/2011       56.25
CIT GROUP INC           5.15%      2/15/2011       50.00
CIT GROUP INC           5.15%      4/15/2011       44.25
CIT GROUP INC           5.15%      2/15/2012       50.00
CIT GROUP INC           5.20%      11/3/2010       70.50
CIT GROUP INC           5.20%      9/15/2011       52.50
CIT GROUP INC           5.25%      5/15/2010       59.00
CIT GROUP INC           5.25%      9/15/2010       59.88
CIT GROUP INC           5.25%     11/15/2010       53.23
CIT GROUP INC           5.25%     11/15/2010       59.55
CIT GROUP INC           5.25%     11/15/2010       55.50
CIT GROUP INC           5.25%     12/15/2010       54.00
CIT GROUP INC           5.25%     11/15/2011       52.00
CIT GROUP INC           5.30%      6/15/2010       51.00
CIT GROUP INC           5.35%      6/15/2011       53.00
CIT GROUP INC           5.35%      8/15/2011       47.40
CIT GROUP INC           5.40%      5/15/2011       53.00
CIT GROUP INC           5.45%      8/15/2010       54.00
CIT GROUP INC           5.50%      8/15/2010       54.55
CIT GROUP INC           5.60%      4/27/2011       63.00
CIT GROUP INC           5.75%      8/15/2012       42.75
CIT GROUP INC           5.80%      7/28/2011       65.50
CIT GROUP INC           6.25%     12/15/2009       74.00
CIT GROUP INC           6.25%      2/15/2010       71.75
CIT GROUP INC           6.50%     12/15/2009       75.25
CIT GROUP INC           6.50%      2/15/2010       71.75
CIT GROUP INC           6.50%      3/15/2010       71.75
CIT GROUP INC           6.50%     12/15/2010       57.00
CIT GROUP INC           6.50%      1/15/2011       52.50
CIT GROUP INC           6.50%      3/15/2011       53.00
CIT GROUP INC           6.60%      2/15/2011       59.00
CIT GROUP INC           6.75%      3/15/2011       59.00
CIT GROUP INC           6.88%      11/1/2009       78.63
CIT GROUP INC           7.25%      2/15/2012       51.00
CIT GROUP INC           7.25%      3/15/2012       50.00
CIT GROUP INC          12.00%     12/18/2018       27.12
CITADEL BROADCAS        4.00%      2/15/2011       17.50
CLEAR CHANNEL           4.50%      1/15/2010       95.00
COOPER-STANDARD         8.38%     12/15/2014        8.00
CRAY INC                3.00%      12/1/2024       92.25
CREDENCE SYSTEM         3.50%      5/15/2010       49.00
DAYTON SUPERIOR        13.00%      6/15/2009       20.00
DECODE GENETICS         3.50%      4/15/2011       11.00
DELPHI CORP             6.50%      8/15/2013        1.49
DEX MEDIA INC           8.00%     11/15/2013       18.50
DEX MEDIA INC           9.00%     11/15/2013       19.00
DEX MEDIA INC           9.00%     11/15/2013       19.50
DEX MEDIA WEST          9.88%      8/15/2013       20.00
DOWNEY FINANCIAL        6.50%       7/1/2014        5.00
DUNE ENERGY INC        10.50%       6/1/2012       52.00
EDDIE BAUER HLDG        5.25%       4/1/2014       12.00
FAIRPOINT COMMUN       13.13%       4/1/2018       27.63
FAIRPOINT COMMUN       13.13%       4/1/2018       18.00
FEDDERS NORTH AM        9.88%       3/1/2014        0.75
FIBERTOWER CORP         9.00%     11/15/2012       54.50
FINLAY FINE JWLY        8.38%       6/1/2012        2.00
FLEETWOOD ENTERP       14.00%     12/15/2011       40.75
FONTAINEBLEAU LA       10.25%      6/15/2015        2.00
FORD MOTOR CRED         5.00%      9/21/2009       99.55
FORD MOTOR CRED         5.00%      9/21/2009       98.77
FORD MOTOR CRED         7.50%      8/20/2010       71.86
FRANKLIN BANK           4.00%       5/1/2027        0.00
GASCO ENERGY INC        5.50%      10/5/2011       45.50
GENERAL MOTORS          7.13%      7/15/2013       14.50
GENERAL MOTORS          7.40%       9/1/2025       14.25
GENERAL MOTORS          7.70%      4/15/2016       14.00
GENERAL MOTORS          8.10%      6/15/2024       12.75
GENERAL MOTORS          8.25%      7/15/2023       15.00
GENERAL MOTORS          8.38%      7/15/2033       14.50
GENERAL MOTORS          8.80%       3/1/2021       14.50
GENERAL MOTORS          9.40%      7/15/2021       14.00
GENERAL MOTORS          9.45%      11/1/2011       13.38
GMAC LLC                7.00%     10/15/2009       97.00
HAIGHTS CROSS OP       11.75%      8/15/2011       43.00
HAWAIIAN TELCOM         9.75%       5/1/2013        1.75
HAWAIIAN TELCOM        12.50%       5/1/2015        1.00
HERBST GAMING           7.00%     11/15/2014        4.00
HERBST GAMING           8.13%       6/1/2012        4.00
HILTON HOTELS           8.25%      2/15/2011       69.78
IDEARC INC              8.00%     11/15/2016        5.38
INDALEX HOLD           11.50%       2/1/2014        1.00
INN OF THE MOUNT       12.00%     11/15/2010       46.50
INTCOMEX INC           11.75%      1/15/2011       62.50
INTL LEASE FIN          4.30%     10/15/2009       97.50
KEYSTONE AUTO OP        9.75%      11/1/2013       26.63
KNIGHT RIDDER           7.13%       6/1/2011       51.10
LANDAMERICA             3.13%     11/15/2033       28.00
LAZYDAYS RV            11.75%      5/15/2012        3.00
LEHMAN BROS HLDG        4.00%       8/3/2009        9.00
LEHMAN BROS HLDG        4.38%     11/30/2010       15.00
LEHMAN BROS HLDG        4.50%      7/26/2010       15.00
LEHMAN BROS HLDG        4.70%       3/6/2013       10.51
LEHMAN BROS HLDG        4.80%      3/13/2014       16.50
LEHMAN BROS HLDG        4.80%      6/24/2023       12.65
LEHMAN BROS HLDG        5.00%      1/14/2011       16.13
LEHMAN BROS HLDG        5.00%      1/22/2013       12.75
LEHMAN BROS HLDG        5.00%      2/11/2013       12.50
LEHMAN BROS HLDG        5.00%      3/27/2013        6.95
LEHMAN BROS HLDG        5.00%       8/3/2014       10.00
LEHMAN BROS HLDG        5.00%       8/5/2015       12.35
LEHMAN BROS HLDG        5.00%      5/28/2023       11.75
LEHMAN BROS HLDG        5.00%      5/30/2023       12.65
LEHMAN BROS HLDG        5.00%      6/10/2023       10.50
LEHMAN BROS HLDG        5.00%      6/17/2023       12.50
LEHMAN BROS HLDG        5.10%      1/28/2013       10.00
LEHMAN BROS HLDG        5.10%      2/15/2020        9.33
LEHMAN BROS HLDG        5.15%       2/4/2015        9.50
LEHMAN BROS HLDG        5.20%      5/13/2020       12.30
LEHMAN BROS HLDG        5.25%       2/6/2012       15.51
LEHMAN BROS HLDG        5.25%      1/30/2014        8.23
LEHMAN BROS HLDG        5.25%      2/11/2015       12.65
LEHMAN BROS HLDG        5.25%       3/5/2018        8.25
LEHMAN BROS HLDG        5.25%       3/8/2020       13.00
LEHMAN BROS HLDG        5.25%      5/20/2023       12.35
LEHMAN BROS HLDG        5.35%      2/25/2018       12.30
LEHMAN BROS HLDG        5.35%      3/13/2020       12.25
LEHMAN BROS HLDG        5.35%      6/14/2030       12.50
LEHMAN BROS HLDG        5.38%       5/6/2023       12.35
LEHMAN BROS HLDG        5.40%       3/6/2020       12.65
LEHMAN BROS HLDG        5.40%      3/20/2020       12.65
LEHMAN BROS HLDG        5.40%      3/30/2029       13.20
LEHMAN BROS HLDG        5.40%      6/21/2030       10.00
LEHMAN BROS HLDG        5.45%      3/15/2025       12.00
LEHMAN BROS HLDG        5.45%       4/6/2029       12.65
LEHMAN BROS HLDG        5.45%      2/22/2030       12.50
LEHMAN BROS HLDG        5.45%      7/19/2030       12.65
LEHMAN BROS HLDG        5.45%      9/20/2030       11.50
LEHMAN BROS HLDG        5.50%       4/4/2016       15.75
LEHMAN BROS HLDG        5.50%       2/4/2018       12.50
LEHMAN BROS HLDG        5.50%      2/19/2018       12.65
LEHMAN BROS HLDG        5.50%      11/4/2018       11.00
LEHMAN BROS HLDG        5.50%      2/27/2020       10.75
LEHMAN BROS HLDG        5.50%      8/19/2020       12.20
LEHMAN BROS HLDG        5.50%      3/14/2023       12.35
LEHMAN BROS HLDG        5.50%       4/8/2023       12.50
LEHMAN BROS HLDG        5.50%      4/15/2023       12.70
LEHMAN BROS HLDG        5.50%      4/23/2023       11.00
LEHMAN BROS HLDG        5.50%       8/5/2023       11.88
LEHMAN BROS HLDG        5.50%      10/7/2023        8.50
LEHMAN BROS HLDG        5.50%      1/27/2029       12.75
LEHMAN BROS HLDG        5.50%       2/3/2029       12.00
LEHMAN BROS HLDG        5.50%       8/2/2030       10.55
LEHMAN BROS HLDG        5.55%      2/11/2018       12.50
LEHMAN BROS HLDG        5.55%       3/9/2029       12.00
LEHMAN BROS HLDG        5.55%      1/25/2030       12.50
LEHMAN BROS HLDG        5.55%      9/27/2030       12.30
LEHMAN BROS HLDG        5.55%     12/31/2034       12.50
LEHMAN BROS HLDG        5.60%      1/22/2018       12.00
LEHMAN BROS HLDG        5.60%      9/23/2023       11.00
LEHMAN BROS HLDG        5.60%      2/17/2029       11.22
LEHMAN BROS HLDG        5.60%      2/24/2029       12.50
LEHMAN BROS HLDG        5.60%       3/2/2029       10.00
LEHMAN BROS HLDG        5.60%      2/25/2030       11.50
LEHMAN BROS HLDG        5.60%       5/3/2030       12.50
LEHMAN BROS HLDG        5.63%      1/24/2013       17.50
LEHMAN BROS HLDG        5.63%      3/15/2030       12.20
LEHMAN BROS HLDG        5.65%     11/23/2029       12.50
LEHMAN BROS HLDG        5.65%      8/16/2030       12.50
LEHMAN BROS HLDG        5.65%     12/31/2034       12.75
LEHMAN BROS HLDG        5.70%      1/28/2018       12.00
LEHMAN BROS HLDG        5.70%      2/10/2029       12.35
LEHMAN BROS HLDG        5.70%      4/13/2029       12.50
LEHMAN BROS HLDG        5.70%       9/7/2029       12.65
LEHMAN BROS HLDG        5.70%     12/14/2029       12.65
LEHMAN BROS HLDG        5.75%      4/25/2011       15.25
LEHMAN BROS HLDG        5.75%      7/18/2011       16.50
LEHMAN BROS HLDG        5.75%      5/17/2013       15.25
LEHMAN BROS HLDG        5.75%       1/3/2017        0.19
LEHMAN BROS HLDG        5.75%      3/27/2023       11.75
LEHMAN BROS HLDG        5.75%     10/15/2023        8.01
LEHMAN BROS HLDG        5.75%     10/21/2023       12.50
LEHMAN BROS HLDG        5.75%     11/12/2023        9.20
LEHMAN BROS HLDG        5.75%     11/25/2023       12.65
LEHMAN BROS HLDG        5.75%     12/16/2028       10.10
LEHMAN BROS HLDG        5.75%     12/23/2028       12.35
LEHMAN BROS HLDG        5.75%      8/24/2029        8.50
LEHMAN BROS HLDG        5.75%      9/14/2029        9.00
LEHMAN BROS HLDG        5.75%     10/12/2029       12.65
LEHMAN BROS HLDG        5.75%      3/29/2030       11.88
LEHMAN BROS HLDG        5.80%       9/3/2020       11.50
LEHMAN BROS HLDG        5.80%     10/25/2030       12.50
LEHMAN BROS HLDG        5.85%      11/8/2030       12.75
LEHMAN BROS HLDG        5.88%     11/15/2017       15.65
LEHMAN BROS HLDG        5.90%       5/4/2029       11.50
LEHMAN BROS HLDG        5.90%       2/7/2031       13.00
LEHMAN BROS HLDG        5.95%     12/20/2030       12.75
LEHMAN BROS HLDG        6.00%      7/19/2012       17.00
LEHMAN BROS HLDG        6.00%     12/18/2015        8.06
LEHMAN BROS HLDG        6.00%      2/12/2018       11.50
LEHMAN BROS HLDG        6.00%      1/22/2020       11.46
LEHMAN BROS HLDG        6.00%      2/12/2020        5.15
LEHMAN BROS HLDG        6.00%      1/29/2021        9.00
LEHMAN BROS HLDG        6.00%     10/23/2028       12.35
LEHMAN BROS HLDG        6.00%     11/18/2028       12.35
LEHMAN BROS HLDG        6.00%      5/11/2029       12.63
LEHMAN BROS HLDG        6.00%      7/20/2029       12.65
LEHMAN BROS HLDG        6.00%      4/30/2034       12.50
LEHMAN BROS HLDG        6.00%      7/30/2034       12.50
LEHMAN BROS HLDG        6.00%      2/21/2036       12.75
LEHMAN BROS HLDG        6.00%      2/24/2036       12.75
LEHMAN BROS HLDG        6.00%      2/12/2037       12.50
LEHMAN BROS HLDG        6.05%      6/29/2029       11.00
LEHMAN BROS HLDG        6.10%      8/12/2023       12.65
LEHMAN BROS HLDG        6.15%      4/11/2031       11.50
LEHMAN BROS HLDG        6.20%      9/26/2014       17.25
LEHMAN BROS HLDG        6.20%      6/15/2027       12.35
LEHMAN BROS HLDG        6.20%      5/25/2029       10.00
LEHMAN BROS HLDG        6.25%       2/5/2021       11.00
LEHMAN BROS HLDG        6.25%      2/22/2023       10.55
LEHMAN BROS HLDG        6.40%     10/11/2022       11.50
LEHMAN BROS HLDG        6.40%     12/19/2036       15.00
LEHMAN BROS HLDG        6.50%      7/19/2017        0.02
LEHMAN BROS HLDG        6.50%      2/28/2023       10.75
LEHMAN BROS HLDG        6.50%       3/6/2023       11.47
LEHMAN BROS HLDG        6.50%     10/18/2027       12.25
LEHMAN BROS HLDG        6.50%     10/25/2027       10.55
LEHMAN BROS HLDG        6.50%     11/15/2032       12.75
LEHMAN BROS HLDG        6.50%      1/17/2033       10.50
LEHMAN BROS HLDG        6.50%      2/13/2037       10.03
LEHMAN BROS HLDG        6.50%      6/21/2037       12.75
LEHMAN BROS HLDG        6.50%      7/13/2037        9.83
LEHMAN BROS HLDG        6.60%      10/3/2022       12.94
LEHMAN BROS HLDG        6.63%      1/18/2012       15.50
LEHMAN BROS HLDG        6.63%      7/27/2027        9.92
LEHMAN BROS HLDG        6.75%       7/1/2022       12.50
LEHMAN BROS HLDG        6.75%     11/22/2027       10.00
LEHMAN BROS HLDG        6.75%      3/11/2033        7.78
LEHMAN BROS HLDG        6.75%     10/26/2037       10.45
LEHMAN BROS HLDG        6.80%       9/7/2032       11.18
LEHMAN BROS HLDG        6.85%      8/16/2032       12.25
LEHMAN BROS HLDG        6.85%      8/23/2032       12.00
LEHMAN BROS HLDG        6.88%       5/2/2018       17.50
LEHMAN BROS HLDG        6.88%      7/17/2037        0.10
LEHMAN BROS HLDG        6.90%       9/1/2032       11.00
LEHMAN BROS HLDG        7.00%      4/16/2019       11.00
LEHMAN BROS HLDG        7.00%      5/12/2023       11.00
LEHMAN BROS HLDG        7.00%      9/27/2027       15.00
LEHMAN BROS HLDG        7.00%      10/4/2032       12.50
LEHMAN BROS HLDG        7.00%      7/27/2037       14.00
LEHMAN BROS HLDG        7.00%      9/28/2037       10.88
LEHMAN BROS HLDG        7.00%     11/16/2037       12.25
LEHMAN BROS HLDG        7.00%     12/28/2037        9.00
LEHMAN BROS HLDG        7.00%      1/31/2038       12.25
LEHMAN BROS HLDG        7.00%       2/1/2038       12.73
LEHMAN BROS HLDG        7.00%       2/7/2038       11.63
LEHMAN BROS HLDG        7.00%       2/8/2038       10.00
LEHMAN BROS HLDG        7.00%      4/22/2038       11.00
LEHMAN BROS HLDG        7.05%      2/27/2038       11.01
LEHMAN BROS HLDG        7.20%      8/15/2009       15.25
LEHMAN BROS HLDG        7.25%      2/27/2038        9.10
LEHMAN BROS HLDG        7.25%      4/29/2038       10.00
LEHMAN BROS HLDG        7.35%       5/6/2038       10.39
LEHMAN BROS HLDG        7.73%     10/15/2023       12.88
LEHMAN BROS HLDG        7.88%      8/15/2010       14.00
LEHMAN BROS HLDG        8.00%       3/5/2022        8.25
LEHMAN BROS HLDG        8.05%      1/15/2019       11.50
LEHMAN BROS HLDG        8.40%      2/22/2023       12.50
LEHMAN BROS HLDG        8.50%       8/1/2015       16.25
LEHMAN BROS HLDG        8.50%      6/15/2022        8.00
LEHMAN BROS HLDG        8.75%     12/21/2021       11.00
LEHMAN BROS HLDG        8.75%       2/6/2023       12.25
LEHMAN BROS HLDG        8.80%       3/1/2015       16.13
LEHMAN BROS HLDG        8.92%      2/16/2017       12.00
LEHMAN BROS HLDG        9.00%     12/28/2022       11.00
LEHMAN BROS HLDG        9.50%     12/28/2022       11.88
LEHMAN BROS HLDG        9.50%      1/30/2023       11.00
LEHMAN BROS HLDG        9.50%      2/27/2023       12.73
LEHMAN BROS HLDG       10.00%      3/13/2023       13.50
LEHMAN BROS HLDG       11.00%     10/25/2017       11.70
LEHMAN BROS HLDG       11.00%      6/22/2022       12.75
LEHMAN BROS HLDG       11.50%      9/26/2022       13.38
LIFECARE HOLDING        9.25%      8/15/2013       55.00
LTX-CREDENCE            3.50%      5/15/2011       44.00
MAJESTIC STAR           9.50%     10/15/2010       63.00
MAJESTIC STAR           9.75%      1/15/2011        6.84
MASHANTUCKET PEQ        8.50%     11/15/2015       30.25
MCCLATCHY CO           15.75%      7/15/2014       49.13
MERISANT CO             9.50%      7/15/2013       22.04
MERRILL LYNCH           0.00%       3/9/2011       94.25
MERRILL LYNCH          12.00%      3/26/2010       22.55
METALDYNE CORP         11.00%      6/15/2012        2.31
MFCCN-CALL10/09         5.30%     10/15/2029       95.75
MGM MIRAGE              6.00%      10/1/2009       99.00
MILLENNIUM AMER         7.63%     11/15/2026       13.00
MORRIS PUBLISH          7.00%       8/1/2013        3.00
NEFF CORP              10.00%       6/1/2015        8.00
NEW PLAN REALTY         7.68%      11/2/2026       19.13
NEWARK GROUP INC        9.75%      3/15/2014        5.00
NEWPAGE CORP           12.00%       5/1/2013       49.00
NORTH ATL TRADNG        9.25%       3/1/2012       23.00
NTK HOLDINGS INC       10.75%       3/1/2014        2.69
OSCIENT PHARM          12.50%      1/15/2011        3.00
PAC-WEST TELECOM       13.50%       2/1/2009        4.00
PLY GEM INDS            9.00%      2/15/2012       52.75
POPE & TALBOT           8.38%       6/1/2013        0.51
QUALITY DISTRIBU        9.00%     11/15/2010       52.10
QUANTUM CORP            4.38%       8/1/2010       61.00
RADIO ONE INC           6.38%      2/15/2013       33.25
RADIO ONE INC           8.88%       7/1/2011       46.75
RAFAELLA APPAREL       11.25%      6/15/2011       30.25
RAIT FINANCIAL          6.88%      4/15/2027       40.68
READER'S DIGEST         9.00%      2/15/2017        2.25
RESIDENTIAL CAP         8.38%      6/30/2010       78.00
RH DONNELLEY            6.88%      1/15/2013        7.35
RH DONNELLEY            6.88%      1/15/2013        4.25
RH DONNELLEY            6.88%      1/15/2013        5.95
RH DONNELLEY            8.88%      1/15/2016        6.31
RH DONNELLEY            8.88%     10/15/2017        7.50
ROTECH HEALTHCA         9.50%       4/1/2012       19.80
SALEM COMM HLDG         7.75%     12/15/2010       66.22
SIX FLAGS INC           4.50%      5/15/2015       13.00
SIX FLAGS INC           9.63%       6/1/2014       15.14
SIX FLAGS INC           9.75%      4/15/2013       13.00
SPHERIS INC            11.00%     12/15/2012       42.25
STATION CASINOS         6.00%       4/1/2012       30.00
STATION CASINOS         6.50%       2/1/2014        3.40
STATION CASINOS         6.63%      3/15/2018        4.11
STATION CASINOS         6.88%       3/1/2016        2.63
TEKNI-PLEX INC         12.75%      6/15/2010       68.00
THORNBURG MTG           8.00%      5/15/2013        3.00
TIMES MIRROR CO         6.61%      9/15/2027        8.25
TIMES MIRROR CO         7.25%       3/1/2013        4.96
TIMES MIRROR CO         7.25%     11/15/2096        8.25
TIMES MIRROR CO         7.50%       7/1/2023        6.00
TOUSA INC               7.50%      1/15/2015        0.50
TOUSA INC               9.00%       7/1/2010       10.00
TOUSA INC               9.00%       7/1/2010        7.00
TOUSA INC              10.38%       7/1/2012        0.45
TRANSMERIDIAN EX       12.00%     12/15/2010        6.75
TRIBUNE CO              4.88%      8/15/2010        9.50
TRIBUNE CO              5.25%      8/15/2015        7.50
TRIBUNE CO              5.67%      12/8/2008        7.06
TRONOX WORLDWIDE        9.50%      12/1/2012       38.00
TRUE TEMPER             8.38%      9/15/2011        1.00
TRUMP ENTERTNMNT        8.50%       6/1/2015       10.00
TXU CORP                4.80%     11/15/2009       90.00
USFREIGHTWAYS           8.50%      4/15/2010       48.75
VERASUN ENERGY          9.38%       6/1/2017       14.13
VERENIUM CORP           5.50%       4/1/2027       41.00
VESTA INSUR GRP         8.75%      7/15/2025        0.73
VION PHARM INC          7.75%      2/15/2012       25.51
VISTEON CORP            7.00%      3/10/2014       16.13
WASH MUT BANK FA        5.65%      8/15/2014        0.03
WASH MUT BANK NV        5.55%      6/16/2010       29.50
WASH MUTUAL INC         4.20%      1/15/2010       85.50
WASH MUTUAL INC         8.25%       4/1/2010       69.00
WCI COMMUNITIES         4.00%       8/5/2023        1.56
WCI COMMUNITIES         6.63%      3/15/2015        4.00
WCI COMMUNITIES         9.13%       5/1/2012        1.25
YELLOW CORP             3.38%     11/25/2023       31.50
YELLOW CORP             5.00%       8/8/2023       29.00
YELLOW CORP             5.00%       8/8/2023       42.21



                           *********

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.

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