TCR_Public/090923.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 23, 2009, Vol. 13, No. 264

                            Headlines

1490 WEST CHANDLER: Voluntary Chapter 11 Case Summary
609 MADISON: Faces Foreclosure by New York Community Bank
A TO Z PROPERTY MANAGEMENT: Voluntary Chapter 11 Case Summary
AEROSYSTEMS INC: S&P Assigns 'BB' Rating on $300 Mil. Senior Notes
AF EVANS: Redevelopment Agency Wants $28.7MM in Damages

ALIZADEH'S JACK: 10 T.G.I. Fridays Restaurants Remain Closed
ALLIANCE BANCORP: Court Approves Settlement in 12 Lawsuits
AMERICAN INT'L: Panel to Look at Bailout Restructuring Proposal
AMERICAN STEEL: Files for Chapter 11 Bankruptcy Protection
ANTHONY BROWN: Case Summary & 12 Largest Unsecured Creditors

ARCLIN US: Files Chapter 11 Plan of Reorganization
ARINC INC: S&P Raises Corporate Credit Rating to 'B' From 'SD'
BARZEL INDUSTRIES: Lakeside Steel Plans to Acquire Assets
BASHAS' INC: President & COO Mike Proulx Retires After 40 Years
BAYTEX ENERGY: S&P Gives Positive Outlook, Affirms 'BB-' Rating

BEARINGPOINT INC: AlixPartners' Johnston Named Wind-Down CFO
BEAZER HOMES: Sells $250MM in 12% Notes to Citigroup & Moelis
BERNARD MADOFF: Prosecutors May Hire Picard in Forfeiture
BETTY'S HOMES: Court Rules Transfer to Cooper Homes Not Avoidable
BI-LO LLC: To Talk with Lenders, Creditors; Exclusivity Extended

CALFRAC WELL: Moody's Reviews 'Ba3' Corporate Family Rating
CALPINE CORP: Harbinger to Sell 20 Million Shares
CALYPTE BIOMEDICAL: Three Directors Step Down
CARTER'S INC: S&P Raises Corporate Credit Rating to 'BB+'
CC MEDIA: Will Most Likely File for Chapter 11, Analyst Says

CENTRO NP: Seeks to Modify Terms of 2026 and 2028 Senior Notes
CHRYSLER LLC: Ottawa Ends Warranty Guarantees for Chrysler Canada
CITIGROUP INC: Citi Funding to Issue Dow Jones/UBS Linked Notes
CITIGROUP INC: Files Prospectus Supplement for 5.5% Notes Issuance
CITIGROUP INC: Gives Update on Bhushan's Appointment to Ness Board

CITIGROUP INC: Registers 3 Securities with NYSE Arca
CITIGROUP INC: Recovery Remains Fragile, Says Report
CLEAR CHANNEL: Being Pulled Down by Parent, Analyst Says
COLONIAL BANCGROUP: September 24 Hearing on Cash Collateral Use
CORPSOURCE FINANCE: Weak Financial Metrics Cue Moody's Junk Rating

COYOTES HOCKEY: Court to Rule on Mediation Proceedings Today
CRUCIBLE MATERIALS: BlackEagle Submits Bid for Steel Mill in Gedes
CRUCIBLE MATERIALS: Creditors Protest Bid to Sell Assets
CRUSADER ENERGY: Deadline for Sale Terms or Plan Due
DATTATRAYA INC: Case Summary & 12 Largest Unsecured Creditors

DOLE FOOD: Fitch Upgrades Issuer Default Ratings to 'B-'
DOLL & DOLL: Files for Chapter 11 Bankruptcy Protection
DOMIN-8 ENTERPRISE: Files Chapter 11 in Dayton, Ohio
DONALD BAILEY: Court Sets Aside Default Judgment
EMPIRE RESORTS: Appoints Joseph D'Amato as CFO

EMPIRE RESORTS: To Hold Shareholders' Meeting on Kien Huat Deal
ENERGY TRANSFER: Fitch Says FERC Settlement is Favorable
ESCADA AG: 717 GFC's Wants Lift Stay to End U.S. Unit Lease
ESCADA AG: Potential Buyer Wants Gerloff Out Due to Conflict
ESCADA AG: U.S. Creditors Committee Proposes OSH&R as Counsel

ESCADA AG: U.S. Trustee Amends Creditors Committee Members List
EXTENDED STAY: Court OKs Examiner to Probe on Prepetition Deals
FIRE DISTRICT INSURANCE: A.M. Best Assigns FSR at "B"
FONTAINEBLEAU LV: Committee Wants Protective Order on Deposition
FONTAINEBLEAU LV: Court Denies Term Lenders Request for Probe

FONTAINEBLEAU LV: Penn National May Buy Casino & Resort
FONTAINEBLEAU LV: Seeks to Continue Cash Use Until Oct. 5
FORD MOTOR: Canadian Unit Facing C$1.8-Bil. Pension Shortfall
FORUM HEALTH: Walter Pishkur Leaves President & CEO Post
FRANK MILTON MANN: Case Summary & 20 Largest Unsecured Creditors

FREEDOM COMMUNICATIONS: Has Dirks Van Essen as Broker
FRONTIER COMMUNICATIONS: Note Upsizing Won't Affect S&P's Rating
GENERAL GROWTH: 82 Units' Schedules of Assets and Liabilities
GENERAL GROWTH: 64 Units' Schedules of Assets and Liabilities
GERALDINE TARTAGLIONE: Case Summary & 7 Largest Unsec. Creditors

GRAND SEAS: Files Amended List of 20 Largest Unsecured Creditors
GRAND SEAS: Gets Temporary Access to Textron's Cash Collateral
GREEN BROOK: Faces Foreclosure by New York Community Bank
GREENWICH STREET: Meeting of Creditors Scheduled for October 19
GREGORY SCOTT LANDA: Case Summary & 20 Largest Unsecured Creditors

HIT ENTERTAINMENT: Moody's Downgrades Corp. Family Rating to 'B3'
HRH CONSTRUCTION: U.S. Trustee Picks 5-Member Creditors Committee
IMAGINE ADOPTION: Adoptive Families Back BDO Plan
INDYMAC BANCORP: FDIC Failed to Understand Risks, OIG Says
IRWIN FINANCIAL: To Liquidate Under Chapter 7 as Banks Closed

LANDSOURCE COMMUNITIES: Sale of Nevada Properties to Lewis Okayed
LANDSOURCE COMMUNITIES: Southwest's Property Sale to Vegas Okayed
LANDSOURCE COMMUNITIES: Stipulation Resolving Plan-Related Matters
LANDSOURCE COMMUNITIES: Weil Gotshal Bills $3.2MM for March-June
LAUREATE EDUCATION: Moody's Affirms 'B2' Corporate Family Rating

LEHMAN BROTHERS: Facing at Least 16,000 Claims at Deadline
LEHMAN BROTHERS: PwC Says U.K. Court to Rule on Payoffs
LEHMAN BROTHERS: $2-Bil. Claim Against Palmdale Challenged
LESLIE-FOX INC: Case Summary & 20 Largest Unsecured Creditors
LIVE CURRENT: Restates Quarterly Report, Posts $916,408 Net Loss

LYONDELL CHEMICAL: Unaware of Reliance's Interest in Assets
MAGNA ENTERTAINMENT: Global Gaming to Bid $27MM for Lone Star Park
MAGNATRAX CORP: Fraudulent Conveyance Litigation Continues
MERRILL LYNCH: BofA to Pay $425-Mil. to Exit Guarantee Program
MERUELO MADDUX: Posts $10.5MM Net Loss in Quarter Ended June 30

METRO HEALTH: Fitch Puts 'B+' Bond Rating on Evolving Watch
MODINE MANUFACTURING: JPMorgan, Lenders Waive Technical Default
MODINE MANUFACTURING: Sees Improved Fiscal 2010 Q2 Results
MODINE MANUFACTURING: To Raise Cash by Selling 9MM Common Shares
MONEYGRAM INTERNATIONAL: Board of Directors Amends Bylaws

MXENERGY HOLDINGS: Says Natural Gas, Electricity Sales to Rise
MXENERGY INC: Societe Generale Waives September 4 Defaults
NAP GRAND CAYMAN: Files Chapter 11 in Dallas
NEBRASKA BOOK: Moody's Assigns 'B1' Rating on $200 Mil. Notes
NEWARK GROUP: S&P Withdraws 'D' Corporate Credit Rating

NORTEL NETWORKS: Bids for Carrier Networks Business Due Oct. 16
NORTHERN ACQUISITIONS: Voluntary Chapter 11 Case Summary
NOVEMBER 2005: Reaches Settlements With 2 Parties Objecting Plan
NUTRITIONAL SOURCING: Liquidating Plan Declared Effective
OSCIENT PHARMACEUTICALS: Lupin Wins Auction for Antara

PALMDALE HILLS: SunCal Contests LBHI Secured Claim, Credit Bid
PANTHER MOUNTAIN: Case Summary & 16 Largest Unsecured Creditors
PERKINS & MARIE: Moody's Affirms 'Caa3' Corporate Family Rating
PHILADELPHIA NEWSPAPERS: Can Borrow $15 Million From Creditors
PROGRESSIVE BAPTIST: Case Summary & 20 Largest Unsecured Creditors

RAINBOW PARK: Case Summary & 19 Largest Unsecured Creditors
RJ GROOVER: Customer Gets Relief from Stay
RJ GROOVER: Insurer Doesn't Get Relief from Stay
ROAN VALLEY: Taps Foltz Martin to Assist in Ch. 11 Administration
ROAN VALLEY: U.S. Trustee Sets Meeting of Creditors for October 15

SCHOOL STREET DISTRICT: Voluntary Chapter 11 Case Summary
SEACOR HOLDINGS: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes
SEMGROUP LP: Seeks November 30 Extension for Plan Solicitation
SEMGROUP LP: Conoco Awaiting Plan Revisions With Settlement
SEMGROUP LP: DIP Facility Extended Until November 30

SEMGROUP LP: Proposes Barclays Deal for White Cliffs Financing
SEMGROUP LP: Proposes BDO Seidman as Auditor
SEMGROUP LP: Reaches Compromise With Producers on Ch. 11 Plan
SEMGROUP LP: Wants Cash Collateral Use Extended
SEYMOUR BECKFORD: Voluntary Chapter 11 Case Summary

SIX FLAGS: To Give Up Damaged Park in New Orleans
SONIC AUTOMOTIVE: To Raise $150MM by Issuing 5% Convertible Notes
SONIC AUTOMOTIVE: To Raise Up to $99.3MM in Common Stock Offering
SPIRIT AEROSYSTEMS: Moody's Assigns 'B2' Rating on Senior Notes
STANFORD FINANCIAL: Receiver Seeks Court Permission to Sell Yacht

STANFORD FINANCIAL: Indictment in Florida Obstruction Case
STARTECH ENVIRONMENTAL: July 31 Balance Sheet Upside-Down by $4MM
SUN-TIMES MEDIA: Trustee, Committee Balk at $5-Mil. Asset Sale
TALECRIS BIOTHERAPEUTICS: S&P Puts 'B+' Ratings on Positive Watch
TETON ENERGY: Forbearance on Interest Payment Moved to Sept. 30

THORNBURG MORTGAGE: To Auction Off $12-Bil. in Servicing Rights
TRIBUNE CO: Opposes Noteholders' Probe on 2007 Buyout
TRONOX INC: Equity Panel Proposes Eureka/Young as Fin'l Advisor
TRONOX INC: Rejects MWV Supply Agreement
TRONOX INC: Seeks to Reject Air Liquide Contract

TRUMP ENTERTAINMENT: Union Fund Balks at Noteholder's Plan
UNITED SCIENCE INDUSTRIES: Voluntary Chapter 11 Case Summary
UTGR INC: Proposes Executive Bonuses to Double Salaries
VALHI INC: Fitch Withdraws 'CCC/RR4' Rating on Senior Facility
VALLAMBROSA HOLDINGS: Chapter 11 Case Dismissed

VERTICAL COMPUTER: Pref. Stock Errors Cue Annual Report Amendment
VILLAGE AT OAKWELL: Apartment Complex to be Demolished
VISTEON CORP: Slashes Proposed Bonus Program by 86%
VULCAN ENERGY: S&P Assigns 'BB' Rating on $280 Mil. Senior Loan
WAVE SYSTEMS: Receives Nasdaq Non-Compliance Notice

WILLIAM PILGER: Case Summary & 39 Largest Unsecured Creditors
WILLIAM TROUT: Ex-Wife Gets Relief from Stay to Pursue Support
WISE METALS: Closes Multi-Year Supplier Deal with Anheuser-Busch
WYNN RESORTS: Fitch Monitors 'B+' Issuer Default Rating
YL WEST: U.S. Trustee Sets Meeting of Creditors for October 20

YL WEST: Wants to Hire The Forchelli Firm as Bankruptcy Counsel

* FDIC Should Borrow From Banks to Replenish Reserves, Group Says
* Non-Viable Companies Ought to Fail, FDIC's Bair Says
* Demand for Shopping-Center Space Rising, Landlords Say

* Upcoming Meetings, Conferences and Seminars

                            *********

1490 WEST CHANDLER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 1490 West Chandler, LLC
        1490 W Chandler Blvd
        Chandler, AZ 85224

Bankruptcy Case No.: 09-23346

Chapter 11 Petition Date: September 21, 2009

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

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima PLC
                  4000 N Scottsdale Rd, Suite 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.com

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

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

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

The petition was signed by Joseph Gagliano, manager of the
Company.


609 MADISON: Faces Foreclosure by New York Community Bank
---------------------------------------------------------
New York Community Bank has filed for foreclosure in state
Superior Court in Elizabeth, in New York, against Green Brook
Village LLC, 609 Madison Avenue LLC, and David M. Connolly, the
president and CEO of Connolly Properties, court documents say.

Green Brook and 609 Madison own single city apartment entities
managed by Connolly Properties Inc.  Green Brook owns the 58-unit
apartment complex of the same name at 733 E. Front Street, while
609 Madison is the owner of the 39-unit apartment building at 609
Madison Avenue.  New York Community Bank established mortgages on
the two properties in late 2005, Green Brook Village in November
and Madison Avenue in December, according to court documents.

Court documents say that scheduled monthly mortgage payments for
the two properties weren't received at least from April through
July 2009, and demands for payment were refused.  Mark Spivey at
MyCentralJersey.com relates that New York Community Bank is
demanding all outstanding balances on the properties' mortgages, a
sum of approximately $4.85 million, plus unstated amounts in
interest, late fees and other charges.

New York Community Bank claims in court documents that it is
"entitled to collect rent, income and profits of the mortgaged
property," and that the appointment of a rent receiver is needed
to protect and preserve the value of the apartments.


A TO Z PROPERTY MANAGEMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: A To Z Property Management LLC
        2009 N Scottsdale Rd, Suite 1
        Scottsdale, AZ 85257

Bankruptcy Case No.: 09-23320

Chapter 11 Petition Date: September 21, 2009

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

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima PLC
                  4000 N Scottsdale Rd, Suite 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.com

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

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

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

The petition was signed by Steven Knotts, managing member of the
Company.


AEROSYSTEMS INC: S&P Assigns 'BB' Rating on $300 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Spirit AeroSystems Inc.'s proposed $300 million senior
unsecured notes due 2017, the same as the corporate credit rating.
The recovery rating is '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery in a payment default scenario.
The company will sell the notes via SEC rule 144A with
registration rights, and will use the proceeds to repay
$150 million of borrowings under the secured revolving credit
facility and for general corporate purposes.

"The ratings on Spirit AeroSystems reflect its participation in
the competitive and cyclical commercial aerospace industry, which
is now in a downturn; the company's reliance on one customer
(Boeing Co.) for about 85% of sales; significant near-term costs
related to development of Boeing's 787 aircraft; and the large up-
front investment required to participate on new programs," said
Standard & Poor's credit analyst Roman Szuper.  "The company's
position as the largest independent supplier of structures for
commercial aircraft, a robust backlog, substantial customer
advances to fund most of the 787 development costs, a moderately
leveraged capital structure, and adequate profitability somewhat
offset those factors," he continued.

                           Ratings List

                      Spirit AeroSystems Inc.

            Corporate credit rating       BB/Stable/--

                       New Ratings Assigned

          $300 mil. senior unsecured notes due 2017   BB
          Recovery rating                             3


AF EVANS: Redevelopment Agency Wants $28.7MM in Damages
-------------------------------------------------------
Paul Burgarino at Contra Costa Times reports that Pittsburg's
redevelopment agency is seeking $28.7 million in damages from A.F.
Evans Company, Inc., after work on Vidrio, the planned three-block
retail and housing project that stopped more than a year ago.

Contra Costa Times relates that Pittsburg claimed that A.F. Evans
violated a 2006 accord for lien-free completion of Vidrio, wherein
$17 million in redevelopment funds were spent for property
acquisition and other design and construction costs.

Pittsburg said in court documents that A.F. Evans had a duty "to
assure the project was completed lien-free," and handle all
construction payments, cost overruns and operating costs.

Citing City Attorney Ruthann Ziegler, Contra Costa Times says that
a bankruptcy court trustee will create a reorganization plan to
split up A.F. Evans' assets.

According to Contra Costa Times, Ms. Ziegler said that Pittsburg
is in the process securing default judgments against Black Diamond
and AF Evans Development.  In June 2009, Pittsburg filed an
$11 million lawsuit in Contra Costa Superior Court against A.F.
Evans Development, Trinity Housing Foundation, Black Diamond Old
Town LLC, and several current and former A.F. Evans and Trinity
executives.  Court documents say that about $7.4 million in checks
and wired fees given to Black Diamond Old Town and Trinity were
misappropriated.

Contra Costa Times, citing Ms. Ziegler, said that Pittsburg is
pursuing A.F. Evans President Arthur Evans, an individual
defendant, and is in talks with the other defendants.  Mr. Ziegler
said that the court has frozen some assets of Black Diamond and
A.F. Evans, Contra Costa Times states.

Headquartered in Oakland, California, A.F. Evans Company, Inc. --
http://www.afevans.com/-- is a property developer.  The Company
filed for Chapter 11 protection on March 5, 2009 (Bank. N.D.
Calif. Case No. 09-41727).  Eric A. Nyberg, Esq., at Kornfield,
Nyberg, Bendes and Kuhner, represents the Debtor in its
restructuring effort.  The Debtor listed assets of less than
$50,000 and estimated debts of $100 million to $500 million.


ALIZADEH'S JACK: 10 T.G.I. Fridays Restaurants Remain Closed
------------------------------------------------------------
Sacramento Business Journal reports that Abe Alizadeh's 10 T.G.I.
Fridays restaurants remain closed.

According to Business Journal, Carlson Restaurants Worldwide Inc.
forced the closure of Mr. Alizadeh's 10 T.G.I. Fridays in Northern
California, Oregon, and Washington, as well as the restaurants on
Howe Avenue and Laguna Boulevard and Bruceville Road in Elk Grove.

Carlson Restaurants Vice President of Communications Amy
Freshwater said in a statement, "We have worked closely with the
owners for more than two years trying to find a solution.  The
owners of these restaurants have not met their obligations to TGI
Friday's Inc. during this time.  We truly believe we have
exhausted all reasonable possibilities to resolve this situation
and have concluded that we have no further options other than
enforcing the court order from August 20 which requires the owners
to cease using the T.G.I. Friday's brand name."

Mr. Alizadeh, Business Journal says, owes millions of dollars to
the state, prompting the closure of his 70 Jack in the Box outlets
and the T.G.I. Fridays.  While the Jack in the Box outlets have
reopened, that Mr. Alizadeh can't open the restaurants as T.G.I.
Fridays, but could establish another business in the buildings,
Business Journal states.

Abe Alizadeh is a longtime Jack in the Box Inc. franchisee in
Northern California.

As reported by the TCR on September 22, 2009, Mr. Alizadeh sent
four entities that operate his Jack in the Box Inc. franchised
restaurants to Chapter 11 bankruptcy protection.  Mr. Alizadeh
temporarily closed 70 Jack in the Box restaurants in Northern
California on Thursday, but reopened them on Friday.  The
restaurants were reopened after Mr. Alizadeh submitted the Chapter
11 petitions.


ALLIANCE BANCORP: Court Approves Settlement in 12 Lawsuits
----------------------------------------------------------
The Hon. Christopher S. Sontchi in the U.S. Bankruptcy Court for
the District of Delaware approve the settlement in 12 suits filed
by Tracy L. Klestadt, at Klestadt & Winters LLP, over alleged
preferential transfers in Alliance Bancorp, allowing for the
recovery of about 13% of the amounts sought from parties including
Anthem Blue Cross Life & Health Insurance Co. and accounting firm
Marcum & Kliegman LLP, according to Law360.

Headquartered in Brisbane, California, Alliance Bancorp --
http://www.alliancebancorp.net/-- was a residential mortgage
lender.  The Company and two of its affiliates made a voluntary
Chapter 7 filing on July 13, 2007 (Bankr. D. Del. Lead Case No.
07-10942).  Mark D. Collins, Esq., Richards Layton & Finger,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy from their creditors, they listed
both assets and debts of more than $100 million.


AMERICAN INT'L: Panel to Look at Bailout Restructuring Proposal
---------------------------------------------------------------
The House Oversight and Government Reform Committee will look at
former AIG head Maurice R. Greenberg's proposal for restructuring
the government's bailout of the Company, Jessica Holzer and David
Benoit at The Wall Street Journal report, citing the committee's
spokesperson.

According to The Journal, a government watchdog said that AIG is
showing signs of stabilizing, but it is too early to tell whether
the Company can restructure its businesses and repay taxpayers.
The Government Accountability Office said that "AIG's recovery
will depend not only on the long-term health of the company but
also on market conditions, and other factors," The Journal
relates.

Citing GAO, The Journal says that AIG's property/casualty and life
and retirement-services units have maintained capital levels above
the minimum requirements.  The report says that a $26 billion gap
between withdrawals and deposits in the life and retirement-
services unit has declined to $3 billion in the second quarter.
According to the report, GAO said that the cost of purchasing
protection against default of AIG's unsecured debt has fallen.

The recent improvement in AIG's financial condition is mostly
attributable to government support AIG got, The Journal relates,
citing GAO.

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

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


AMERICAN STEEL: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
American Steel and Aluminum Corp. has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court in Delaware,
listing $100 million to $500 million in assets against $1 million
to $100 million in liabilities.

American Steel is based in Norwood, Massachusetts.  It is a
subsidiary of the Canadian steel producer Barzel Industries that
primarily processes and distributes carbon steel, aluminum, and
stainless steel products to customers through five operating
plants in the mid-Atlantic and northeastern U.S.  Its products
include hot and cold-rolled carbon steel and alloy and coated bar,
coil, sheet, plate, and tubular forms.  American Steel was founded
in 1962 and acquired by Novamerican Steel in 1996; Novamerican
became Barzel in 2009.


ANTHONY BROWN: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Anthony P. Brown
           aka Anthony Brown Construction, Inc.
           aka B & F Investment, Co., LLC
           aka BCF, LLC
           aka Brown & Hubbard Partnership
           aka BHW Properties
        2705 Nanyehi Drive
        Ohatchee, AL 36271

Bankruptcy Case No.: 09-42795

Chapter 11 Petition Date: September 21, 2009

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

Debtor's Counsel: Ralph K. Strawn Jr., Esq.
                  Henslee, Robertson & Strawn, LLC
                  PO Box 246
                  Gadsden, AL 35902-0246
                  Tel: (256) 543-9790
                  Fax: (256) 543-9378
                  Email: rstrawn@hrskllc.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
$1,716,940, and total debts of $1,824,972.

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

            http://bankrupt.com/misc/alnb09-42795.pdf

The petition was signed by Mr. Brown.


ARCLIN US: Files Chapter 11 Plan of Reorganization
--------------------------------------------------
Arclin said Sept. 22 that it has filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the District of Delaware.  The
Company intends to seek confirmation of the Plan at a confirmation
hearing before the end of the year.

Arclin's Plan has broad support from the Company's first and
second lien lenders.  Under the terms of the Plan, Arclin's funded
indebtedness will be reduced from US$234 million to US$60 million.

Claudio D'Ambrosio, Arclin's President and Chief Executive
Officer, said, "The filing of our Plan is a significant step
toward completing the restructuring process and emerging as a
stronger, healthier company, better able to compete and achieve
long-term success.  We have worked diligently to strengthen our
balance sheet and enhance our financial flexibility, and we are
pleased with our substantial progress.  We are confident that this
process will position us for continued profitable growth."

Mr. D'Ambrosio added, "I want to thank our employees for their
continued hard work and dedication throughout this process, as
well as our loyal customers, supportive suppliers and other
stakeholders, all of whom played a significant role in helping us
reach this important milestone."

Upon confirmation of the Plan, affiliates of Black Diamond Capital
Management, L.L.C. and Silver Point Capital, L.P. will become the
majority owners of the Company through an exchange of debt for
equity. Black Diamond's affiliates and Silver Point have been
lenders to the Company since 2007.

The Plan is subject to confirmation by the U.S. Court and is also
subject to approval of a plan of arrangement, which will be filed
by the Canadian Arclin entities in Canada.

                  About Arclin US Holdings, Inc.

Based in Mississauga, Ontario, Arclin is a leading provider of
innovative bonding and surfacing solutions for the building and
construction, engineered materials and natural resource markets.
Arclin provides bonding solutions for a number of applications
including wood based panels, engineered wood, non-wovens and paper
impregnation. As a world leader in paper overlays technology,
Arclin provides high value surfacing solutions for decorative
panels, building products and industrial specialty applications
for North American and export markets.

Arclin's U.S. companies -- Arclin US Holdnigs, Inc.; Marmorandum
LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc;
Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces
Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009
(Bankr. D. Del. Lead Case No. 09-12628).  Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, serves as counsel for the
Debtors. Dechert LLP is co-counsel while Alvarez & Marsal
securities LLC is the investment banker.  Kurtzman Carson
Consultants LLC serves as claims and noticing agent.  The petition
says that Arclin US's assets and debts are between $100,000,001
and $500,000,000.

Arclin's Canadian companies also made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act.  Ernst & Young serves as CCAA monitor.

Arclin's subsidiaries in Mexico are not included in the filings.
The Mexican affiliates -- Arclin Mexican Holdings S.A. de C.V.,
Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de C.V. --
are not subject to any insolvency proceedings.


ARINC INC: S&P Raises Corporate Credit Rating to 'B' From 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating to 'B' from 'SD' on engineering services provider
ARINC Inc.  The outlook is positive.  S&P also raised its issue-
level rating on ARINC's first-lien term loan to 'B+' from 'D'.
The recovery rating is '2', indicating S&P's expectation that
lenders would receive substantial (70% to 90%) recovery of
principal in a payment default scenario.  S&P based these actions
on its review of ARINC's credit profile after its repurchase of
its first-lien term debt.

The ratings on Annapolis, Maryland-based ARINC Inc. reflect weak,
albeit improving, credit protection measures stemming from high
debt leverage, which more than offsets the company's leading
positions in niche markets and adequate profitability and
liquidity.

Steady demand in the defense business and acceptable operating
performance should continue to result in growing revenues and
earnings.  In addition, S&P expects the company to continue to pay
down debt with free cash flow.

"If these trends result in debt to EBITDA of below 5x and funds
from operations to total debt in the midteens percent area on a
sustained basis, S&P could raise ratings modestly," said Standard
& Poor's credit analyst Betsy R.  Snyder.  "With the recent
improvement in the company's financial profile, S&P is less likely
to revise the outlook, unless the company increases leverage
through large a debt-financed acquisition or dividend," she
continued.


BARZEL INDUSTRIES: Lakeside Steel Plans to Acquire Assets
---------------------------------------------------------
Lakeside Steel Inc. said it is interested in acquiring some or all
of the assets of Barzel Industries Inc. through the Chapter 11
bankruptcy process.

Lakeside Steel believes there is a very strong strategic fit
between the two companies' respective businesses that could be
realized through the acquisition of certain of Barzel's assets or,
potentially, Barzel's entire business.

Lakeside Steel's management team and board of directors are
committed to growing its business both organically and through
accretive mergers and acquisitions.  Lakeside Steel believes it
has sufficient financing in place to complete a responsible
acquisition of assets of Barzel.

Lakeside Steel believes that the combination of its business with
the assets of Barzel would enable substantially increased steel
purchasing power, improved operating efficiencies and streamlined
logistics.  A combined Lakeside Steel and Barzel would create an
emerging mid-sized steel pipe, tube and processing company with a
poised aggressive merger and acquisition platform.

Lakeside Steel in combination with the whole of Barzel would have
a diversified product mix with pipe and tube manufacturing,
slitting, pickling, and would create what management believes is
the sixth largest pipe and tube company in North America.

Ron Bedard, President and Chief Operating Officer of Lakeside
Steel, said "Lakeside Steel will pursue those select mergers and
acquisitions that allow us to grow our business profitably.
Acquiring Barzel or certain assets from Barzel would clearly fit
with this goal and would position Lakeside Steel to become an even
stronger pipe and tube manufacturer as economic conditions
improve."

                       About Lakeside Steel

Lakeside Steel (TSX-V: LS) is the parent company of Lakeside Steel
Corp.  Lakeside, located in Welland, Ontario, is a diversified
steel pipe and tubing manufacturer.  Lakeside's list of customers
includes large oil and gas, mining, automotive and commercial and
industrial supply companies.  In addition to supplying its
products in these industries, Lakeside manufactures pipe and
mechanical tubing for the resale market, which is sold to
distributors in Eastern Canada and the Northeastern United States.
Lakeside manufactures a variety of products for these industries
including oil well tubing and casing, mechanical tubing, pressure
tubing, automotive tubing, hollows for redraw, line pipe, heating
and plumbing pipe, drill rod and specialty tubing.  Lakeside
serves customers worldwide, either directly or indirectly, in
Canada, Australia and the United States.

                      About Barzel Industries

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

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

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

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

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.

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


BASHAS' INC: President & COO Mike Proulx Retires After 40 Years
---------------------------------------------------------------
Ed Taylor at East Valley Tribune Bashas' Inc. spokesperson Kristy
Nied said that Mike Proulx has retired as president and chief
operating officer effective immediately, after more than 40 years
with the Company.

According to East Valley Tribune, Ms. Nied didn't directly say if
Mr. Proulx's retirement was related to Bashas' Chapter 11
bankruptcy protection, but she said "he made the decision to
retire".

East Valley Tribune relates that Mr. Proulx was replaced on an
interim basis by Darl Andersen, Bashas' former chief financial
officer.  Mr. Andersen returned to Bashas' in August to help with
the Company's reorganization as chief restructuring officer.  Mr.
Andersen had worked for Bashas' for more than 25 years before
retiring several years ago.  Citing Ms. Nied, East Valley Tribune
says that Mr. Andersen will remain through the reorganization and
then will be replaced by a permanent chief operating officer.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in debts.


BAYTEX ENERGY: S&P Gives Positive Outlook, Affirms 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alberta-based Baytex Energy Trust to positive from
stable.  At the same time, Standard & Poor's affirmed its 'BB-'
long-term corporate credit and 'B' senior unsecured and
subordinated debt ratings on the trust.  The recovery ratings on
the senior unsecured and subordinated debt are unchanged at '6',
indicating S&P's expectation for negligible recovery (0%-10%)
recovery in the event of default.

"The outlook revision reflects S&P's view that the trust will
improve its credit measures and benefit from current oil prices
and narrow heavy oil differentials," said Standard & Poor's credit
analyst Jamie Koutsoukis.

In S&P's opinion, the ratings on Baytex reflect the trust's
midsize reserve base, its concentration of production and regional
focus, and the cyclical nature of the exploration and production
industry.  S&P believes that these factors, which hamper the
ratings, are tempered by the relatively low-risk nature of the
trust's reserve base, the good development opportunities
associated with Baytex's existing portfolio of assets, and
moderate capital structure for the ratings.  Standard & Poor's
expects that the trust's near-term business strategy will focus on
drill bit-related reserve replacement as it works to develop its
sizable proved undeveloped and probable reserves.

Baytex is a Canadian conventional oil and gas income trust with
operations organized into two operating districts: heavy oil, and
light oil and natural gas.  The heavy oil district accounts for
approximately 60% of production and 70% of oil-equivalent
reserves.  Its operations consist predominantly of cold primary
production, without the assistance of steam injection.  The light
oil and natural gas district produces light and medium gravity
crude oil, natural gas, and natural gas liquids from fields in
Alberta and British Columbia.

The positive outlook reflects Standard & Poor's expectation that
Baytex will continue to largely pay for its capital spending
program and distributions through internally generated funds,
manage distribution levels to balance market conditions, and
maintain a stable production and reserve profile.  Furthermore,
the outlook incorporates S&P's view that the trust will continue
to improve credit measures and benefit from current oil prices and
narrow heavy oil differentials.  The trust's credit profile, S&P
believes, remains strong for the ratings.  A positive rating
action is possible if Baytex can maintain its production and
reserves profile while improving available liquidity and debt-to-
cash flow metrics after its recent Saskatchewan acquisition.
Conversely, S&P could revise the outlook back to stable if the
company materially ramps up its spending or distributions above
operating cash flow while increasing debt levels, or if
hydrocarbon prices materially all below forecast levels.


BEARINGPOINT INC: AlixPartners' Johnston Named Wind-Down CFO
------------------------------------------------------------
The Board of Directors of BearingPoint, Inc., on September 10,
2009, appointed David Johnston, a director with AlixPartners, LLP,
and associated with its affiliate, AP Services, LLC,
internationally known business and financial advisory firms, as
the Company's Chief Financial Officer, effective immediately.

Kenneth A. Hiltz, also with AlixPartners, ceased to serve as the
Company's CFO effective concurrently with Mr. Johnston's
appointment.  Mr. Hiltz will continue to advise the Company on a
part-time basis.

The Company believes that the appointment of Mr. Johnston as its
CFO is consistent with the Company's plans regarding the
liquidation of its business in connection with its bankruptcy
proceedings.

The Company has previously retained AlixPartners and APS to assist
the Company with various matters relating to its bankruptcy and
previously proposed restructuring.  Mr. Johnston has been
appointed as the Company's CFO pursuant to an Agreement for
Interim Management and Restructuring Services between the Company
and APS.  For Mr. Johnston's services, the Company will pay APS a
fee based on an hourly rate for time worked by Mr. Johnston and
will also pay or reimburse APS for reasonable out-of-pocket
expenses.  Since Mr. Johnston will not be an employee of the
Company, Mr. Johnston will not receive any compensation directly
from the Company and will not participate in the Company's
employee benefit plans.

Prior to his appointment as the Company's CFO, Mr. Johnston, 35,
has been supporting the Company with its bankruptcy and
restructuring efforts as the restructuring and finance lead since
October 2008.  Mr. Johnston has held numerous interim management
and lead restructuring advisor roles since joining AlixPartners in
1998.  Some of his more recent major assignments include serving
as the lead restructuring advisor for Remy International
"DelcoRemy", a Tier 1 auto supplier, from 2007 to 2008 and for
Calpine Canada, a subsidiary of Calpine Corp., from 2005 to 2007,
serving as the Chief Accounting Officer and Controller and post-
confirmation wind-down CFO for AT&T Latin America, a provider of
telecom services, from 2003 to 2004 and serving as the Senior Vice
President of Finance and Treasurer of Sunterra Corporation, a
timeshare resort developer, from 2000 to 2002.  Prior to joining
AlixPartners, Mr. Johnston began his career in Public Accounting
with Plante & Moran LLP.

Also on September 10, the Company's Board of Directors appointed
Charles N. Braley, a director with AlixPartners, as Treasurer of
the Company, effective immediately.  The Company believes that the
appointment of Mr. Braley as its Treasurer is consistent with the
Company's plans regarding the liquidation of its business in
connection with its bankruptcy proceedings.

                           Asset Sales

The Company is pursuing the sale of all or substantially all of
its businesses and assets to a number of parties.  The Company
expects that the sale transactions will result in modification of
the plan of reorganization originally filed with the Bankruptcy
Court on February 18, 2009 and, if the Company is successful in
selling all or substantially all of its assets, in the liquidation
of the Company's business and the Company ceasing to operate as a
going concern.

On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million.  In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku).  The closing
of the PwC Japan Transaction occurred on May 11.

On May 8, 2009, BearingPoint closed the sale of a significant
portion of its assets related to BearingPoint's North American
Public Services business to Deloitte LLP.  BearingPoint received
net proceeds of roughly $329.3 million.

On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets.  In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.

On June 15, 2009, BearingPoint closed the sale of their Commercial
Services Business to PwC.  The purchase price for the PwC U.S.
Transaction was $39 million.  BearingPoint also sold BearingPoint
China GDC to PwC, and anticipates closing the China Transaction
and the PwC India Transaction will close within the next several
months; however, there can be no assurance that the transactions
will be completed.

On July 23, BearingPoint won approval to sell to CSC Brazil
Holdings LLC and Computer Sciences Corporation its consulting
business in Brazil.  CSC agreed to purchase BearingPoint, S.A.,
through the purchase of all issued and outstanding shares of
common stock of BearingPoint Brazil, for a purchase price of
US$7.9 million.  The consummation of the Brazil Transaction was to
occur on or prior to August 7.

As reported by the Troubled Company Reporter on September 7, 2009,
BearingPoint completed the sale of the Company's Europe, Middle
East and Africa practice to its European management team for an
aggregate price of approximately US$69 million in total
consideration.

BearingPoint Australia Pty. Limited, a wholly owned subsidiary of
BearingPoint, Inc., on September 4, 2009, completed the sale of
its consulting business to local management.  BPA MBO Pty Limited,
BPA MBO Asset Pty Limited (as trustee for the BPA MBO Asset Unit
Trust), BPA MBO Services Pty Limited and BPA MBO Trading Pty
Limited agreed to purchase BearingPoint Australia through the
purchase and assumption of certain assets and liabilities of
BearingPoint Australia and for a purchase price of AU$1,000
(exclusive of Australian Goods and Services Tax).  Additional fees
are payable by the MBO team pursuant to a Trademark License
Agreement and Cross-License Agreement.

                         About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP, is the Debtors'
restructuring advisors.  Greenhill & Co., LLC, is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP represents the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.


BEAZER HOMES: Sells $250MM in 12% Notes to Citigroup & Moelis
-------------------------------------------------------------
Beazer Homes USA, Inc., on September 11, 2009, issued and sold
$250 million aggregate principal amount of its 12% Senior Secured
Notes due 2017 through a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.

The Notes were initially sold pursuant to a purchase agreement,
dated September 3, 2009, among the Company, the wholly owned
subsidiaries named as guarantors, and Citigroup Global Markets
Inc. and Moelis & Company LLC as Initial Purchasers.  Interest on
the Notes is payable semi-annually in cash in arrears on April 15
and October 15 of each year, commencing April 15, 2010.

The Notes were issued under an Indenture, dated September 11,
2009, among the Company, the Guarantors, U.S. Bank National
Association, as trustee, and Wilmington Trust FSB, as notes
collateral agent.  The Indenture contains covenants which, subject
to certain exceptions, limit the ability of the Company and its
restricted subsidiaries to, among other things, incur additional
indebtedness, engage in certain asset sales, make certain types of
restricted payments, engage in transactions with affiliates and
create liens on assets of the Company or the Guarantors.  Upon a
change of control, the Indenture requires the Company to make an
offer to repurchase the Notes at 101% of their principal amount,
plus accrued and unpaid interest.  If the Company sells certain
assets and does not reinvest the net proceeds in compliance with
the Indenture, then the Company must use the net proceeds to offer
to repurchase the Notes at 100% of their principal amount, plus
accrued and unpaid interest.

The Company may redeem the Notes at any time prior to October 15,
2012, in whole or in part, at a redemption price equal to 100% of
the principal amount plus an Applicable Premium as of, plus
accrued and unpaid interest to, the redemption date.  Thereafter,
the Company may redeem some or all of the Notes at redemption
prices set forth in the Indenture.

The Notes and the guarantees will be secured on a second priority
basis by, subject to exceptions specified in the security
documents and permitted liens, substantially all of the tangible
and intangible assets of the Company and the Guarantors, but
excluding in any event the capital stock of any subsidiary or
other affiliate held by the Company or any Guarantor.  In
addition, the Notes and the guarantees will be secured on a first
priority basis by the net cash proceeds from the issuance of the
Notes (less amounts required by the Company to fund certain
repurchases of outstanding senior notes), which have been
deposited in an escrow account to secure the Notes and the
guarantees.  Funds in the escrow account shall be released to the
Company upon the filing of mortgages granted to the notes
collateral agent as defined in the Indenture, with respect to real
properties having an aggregate book value of approximately
$113 million.  Under circumstances specified in the Indenture, the
liens on the collateral as defined in the Indenture may be
released without the consent of the holders of Notes.

The Indenture contains customary events of default.

In connection with the issuance of the Notes, the Company and the
Guarantors entered into the Registration Rights Agreement, dated
as of September 11, 2009, with the Initial Purchasers.  The
Registration Rights Agreement requires the Company to register
under the Securities Act 12% Senior Secured Notes due 2017 having
substantially identical terms to the Notes and to complete an
exchange of the privately placed Notes for the publicly registered
Exchange Notes or, if the exchange cannot be effected, to file and
keep effective a shelf registration statement for resale of the
privately placed Notes.  Failure of the Company to comply with the
registration and exchange requirements in the Registration Rights
Agreement within the specified time period would require the
Company to pay as liquidated damages additional interest on the
privately placed Notes until the failure to comply is cured.

                      About Beazer Homes USA

Beazer Homes USA, Inc., headquartered in Atlanta, Georgia, is one
of the country's 10 largest single-family homebuilders with
continuing operations in Arizona, California, Delaware, Florida,
Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North
Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and
Virginia.  Beazer Homes is listed on the New York Stock Exchange
under the ticker symbol "BZH."

At June 30, 2009, Beazer had $2.10 billion in total assets and
$1.94 billion in total liabilities, resulting in $159.7 million in
stockholders' equity.  Cash and cash equivalents as of June 30,
2009, was $464.9 million, compared to $559.5 million at March 31,
2009, and $314.2 million at June 30, 2008.

During the quarter ended June 30, 2009, the Company repurchased
$115.5 million of senior notes for an aggregate purchase price of
$58.2 million or an average price of 50.4%, resulting in a gain on
the extinguishment of debt of $55.2 million.  Since June 30, 2009,
the Company has repurchased (or agreed to repurchase) roughly
$255.3 million in aggregate principal amount of its outstanding
senior notes for an aggregate purchase price of $177.7 million
plus accrued and unpaid interest.  The repurchases were expected
to result in a gain on extinguishment of debt of $73.2 million,
net of the write-off of unamortized discounts and debt issuance
costs related to these notes.

As reported by the Troubled Company Reporter on August 21, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Beazer Homes to 'CCC' from 'SD' (selective default).
The outlook is negative.  The issue-level rating on the senior
unsecured notes remains unchanged at 'D' reflecting S&P's
expectation that additional discounted repurchases or a similar
restructuring are likely.  S&P's '5' recovery rating is also
unchanged and indicates its expectation for a modest (10%-30%)
recovery in the event of default.  S&P has said the repurchases
constituted a distressed restructuring given the steep discount
and the significant relative size of transactions.


BERNARD MADOFF: Prosecutors May Hire Picard in Forfeiture
---------------------------------------------------------
According to David Glovin at Bloomberg News, federal prosecutors
said in a court filing that they may hire Irving Picard, the
trustee for Bernard L. Madoff Investment Securities, to help
distribute forfeited assets to Madoff's investors.

Mr. Picard, according to the prosecutors, has identified about
2,336 account holders who collectively lost more than $13 billion.
The total number of claims to Mr. Picard so far is 15,870, they
said.  About half of Mr. Madoff's clients suffered a loss, in that
they contributed more to their accounts than they withdrew,
prosecutors said.

According to the Bloomberg report, prosecutors disclosed the
claims details and their plans to repay victims of Mr. Madoff's
Ponzi scheme in a request that they be allowed to rely on
forfeiture law rather than restitution statutes.  They said they
have already won a court order requiring Mr. Madoff to pay
$177 billion in forfeiture, while it will be very difficult to
calculate losses and the total number of victims as required under
restitution rules.

                      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.


BETTY'S HOMES: Court Rules Transfer to Cooper Homes Not Avoidable
-----------------------------------------------------------------
WestLaw reports that under Arkansas law, a $200,000 payment that
was made on an antecedent debt that the Chapter 11 debtor-
homebuilder owed to a supplier of building materials with a
cashier's check that the debtor obtained by drawing down on a
secured construction loan from a bank fell within the earmarking
doctrine and, thus, was not a voidable preference.  On the date in
question, the supplier had inchoate materialman's liens on several
of the debtor's properties, as to which the time to perfect was
running out but had not expired.  No party contended that the
liens were not later timely perfected.  The filing of the debtor's
petition did not terminate the supplier's right to timely perfect
its materialman's liens.  Upon perfection, the liens were not
avoidable under the Bankruptcy Code.  Accordingly, the supplier
was a secured creditor, and the transfer of $200,000 from the bank
to the supplier was a transfer from one secured creditor to
another.  Betty's Homes, Inc. v. Cooper Homes, Inc., --- B.R. ----
, 2009 WL 2873117 (W.D. Ark.).

The Bankruptcy Court, Ben T. Barry, J., 393 B.R. 671, denied
debtor's preference claim.  Cross-appeals were taken, and the
District Court, Jimm Larry Hendrem, J., affirmed the Bankruptcy
Court's ruling.

Betty's Homes, Inc., was based on Bella Vista, Ark., and built
affordable starter, retirement and semi-custom homes.  The
homebuilder sought Chapter 11 protection (Bankr. W.D. Ark. Case
No. 06-72389) on October 20, 2006, estimated its assets and
liabilities at less than $10 million, and is represented by
Stanley V. Bond, Esq., in Fayetteville, Ark.


BI-LO LLC: To Talk with Lenders, Creditors; Exclusivity Extended
----------------------------------------------------------------
BI-LO LLC has obtained an October 7 extension of its exclusive
period to file a Chapter 11 plan after an interim settlement with
term lenders and unsecured creditors.

The Bankruptcy Court will convene a hearing on October 7 to
consider approval of a request by creditors to terminate BI-LO's
exclusive period to file a Chapter 11 plan.

Pursuant to the interim settlement, the parties have agreed to
meet to discuss various options.  The Debtors agree not to file a
plan prior to October 5, without the written consent of the term
lenders and the Official Committee of Unsecured Creditors.  In
addition, BI-LO agrees to give the creditors access to financial
information so they can work on their own exit plan.  In addition,
BI-LO must turn over copies of any offers it's received from
prospective buyers or sponsors for a reorganization plan.

As reported by the TCR on September 4, 2009, the Creditors
Committee filed a motion for termination of exclusivity to allow
it and the term lenders owed $260 million to file a feasible
Chapter 11 plan for BI-LO.

The Creditors Committee is concerned that the Debtors are
predisposed to file a plan skewed in favor of equity.  The Debtors
are controlled by Lone Star Funds, their equity security holder.
The Creditors Committee is concerned that the Debtors have
concluded -- prematurely -- that there is equity value in the
Debtors' estates.

The Creditors Committee, the term lenders and C&S Wholesale
Grocers, Inc. -- whose supply and distribution agreement requires
modification for a successful reorganization -- have engaged in
negotiations on a plan that would de-leverage the Debtors' balance
sheet.

The Committee's discussions have resulted in a term sheet for a
Chapter 11 plan.  The Plan provides for the conversion of a
substantial portion of the Term Lenders' secured debt to equity
and an investment of new equity by one or more of the Term
Lenders.  Specifically, approximately $110 million of the Term
Lender's secured debt will be converted to equity and the
$72 million of new equity capital will be infused and will be used
to repay all amounts under the DIP facility, and pay all
administrative and priority claims, among other things, thereby
leaving the proposed new $125 million revolving exit facility
virtually unused, other than usual standby Letters of Credit.

A copy of the Creditors' Term Sheet is available for free at:

  http://bankrupt.com/misc/BI-LO_Creditors_Plan_TermSheet.pdf

                         About BI-LO LLC

Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/
-- is a chain of 215 supermarkets based in Greenville, South
Carolina.  Founded in 1964 by Frank Outlaw, the Company and its
affiliates operate supermarkets around South Carolina, North
Carolina, Georgia, and Tennessee and have about 17,000 employees.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, serve as counsel.  Kurtzman Carson
Consultants LLC serves as notice and claims agent.  BI-LO listed
between $100 million and $500 million each in assets and debts.


CALFRAC WELL: Moody's Reviews 'Ba3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed Calfrac Well Services Ltd.'s, Ba3
Corporate Family Rating, Ba3 probability of default rating, and B1
senior unsecured notes rating under review for possible downgrade.
Moody's also lowered Calfrac's Speculative Grade Liquidity rating
to SGL-3, reflecting adequate liquidity, from SGL-2.

The review is prompted by Calfrac's announcement that it has
agreed to acquire Century Oilfield Services Inc. for $90 million
in cash (15%) and equity (85%) and the assumption of approximately
$30 million of Century's existing debt and other liabilities.  The
cash portion of the purchase price will be financed with drawings
under Calfrac's revolver.  The transaction is subject to customary
regulatory approvals and approval by 66.67% of Century
shareholders.  Closing is expected in November.  This acquisition
follows the $42.8 million Pure Energy Services Ltd. acquisition in
August, 2009, which was principally financed with revolver debt.

Calfrac has a relatively small scale operation with revenues,
earnings and cash flows primarily tied to natural gas drilling
activities in Canada and the United States.  While the
acquisitions of Century and Pure's facturing assets will expand
Calfrac's asset base and could lead to future earnings and cash
flow growth opportunities, associated leverage will rise
significantly over the near term as debt increases by
approximately $90 million in a weak market for fracing, tubing and
well completion services in North America.

In its review, Moody's will focus on (i) Calfrac's ability to
manage the increased leverage that results from the two recent
acquisitions, (ii) management and capital strategies to weather
the current downturn, (iii) overall utilization rates and
operating conditions in Calfrac's principal markets, (iv)
Calfrac's ability to deploy acquired assets productively within a
reasonable time frame, (v) the final terms and conditions of
Calfrac's expanded revolver and associated covenants, and (vi)
available liquidity based on cash needs over the next 12 to 18
months.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity.  With the finalization of existing commitments Calfrac
will have $175 million of revolving credit facilities,
approximately $120 million of which will be utilized.  In
combination with cash from operations this should provide
sufficient liquidity over the next 12 to 15 months to meet cash
requirements.  During this period, Calfrac should also have
sufficient room under its covenants, which are in the process of
being amended.  Alternative liquidity is limited given that all
assets are pledged to the revolver lenders.

Downgrades:

Issuer: Calfrac Well Services Ltd.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

On Review for Possible Downgrade:

Issuer: Calfrac Holdings, LP

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B1, LGD4, 68%

Issuer: Calfrac Well Services Ltd.

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3

Outlook Actions:

Issuer: Calfrac Holdings, LP

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Calfrac Well Services Ltd.

  -- Outlook, Changed To Rating Under Review From Stable

Moody's last rating action for Calfrac was on was January 29,
2007, when Moody's rated the company's senior notes.

Calfrac Well Services Ltd., headquartered in Calgary, Alberta,
Canada, is a provider of pressure pumping services to E&P
companies in Western Canada, the United States, Russia and Latin
America.


CALPINE CORP: Harbinger to Sell 20 Million Shares
-------------------------------------------------
Calpine Corporation announced Sept. 22 a public secondary offering
of 20,000,000 shares of its common stock by Harbinger Capital
Partners Master Fund I, Ltd.  In addition, Harbinger intends to
grant the underwriter an option to purchase an additional
3,000,000 shares.  The Company will not receive any proceeds from
this offering.

Funds managed by Harbinger acquired Calpine stakes when a portion
of Calpine's debt was converted to new stock before the company
exited bankruptcy protection in 2008.

Morgan Stanley is acting as the sole underwriter for the offering.

Calpine Corporation has filed a registration statement with the
Securities and Exchange Commission for the offering to which this
communication relates.

                        About Calpine Corp

Founded in 1984, Calpine Corporation -- http://www.calpine.com/--
is a major U.S. power company, currently capable of delivering
more than 24,000 megawatts of clean, cost-effective, reliable and
fuel-efficient electricity to customers and communities in 16
states in the United States and Canada.  Calpine (NYSE:CPN) owns,
leases and operates low-carbon, natural gas-fired and renewable
geothermal power plants. Using advanced technologies, Calpine
generates electricity in a reliable and environmentally
responsible manner for the customers and communities it serves.

The Company and its affiliates filed for Chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Attorneys at Kirkland & Ellis LLP represented Calpine while
attorneys at Akin Gump Strauss Hauer & Feld LLP, represented
unsecured creditors.  On Dec. 19, 2007, the Bankruptcy Court
confirmed Calpine's plan of reorganization.   The Plan became
effective Jan. 31, 2008.

                           *     *     *

Calpine carries a 'B2' probability of default and long term
corporate family ratings from Moody's and 'B' issuer credit
ratings from Standard & Poor's.


CALYPTE BIOMEDICAL: Three Directors Step Down
---------------------------------------------
Calypte Biomedical Corporation reports that on September 10, 2009,
Julius R. Krevans, M.D., Paul E. Freiman and John J. DiPietro
resigned from the Board of Directors of the Company effective
immediately.

Dr. Krevans also resigned from the Audit Committee, the
Compensation Committee, for which he was Chairman, and the
Nominating Committee.

Mr. Freiman also resigned from the Audit Committee, the
Compensation Committee and the Nominating Committee.  Mr. Freiman
was Chairman of both the Audit Committee and the Nominating
Committee.

Mr. DiPietro also resigned from the Audit Committee.

Dr. Krevans and Messrs. Freiman and DiPietro confirmed to the
Board of Directors that their resignations were not the result of
any disagreement on any matter relating to the Company's
operations, policies or practices.

The Company entered into a Resignation and Mutual Release with
each of Dr. Krevans and Messrs. Freiman and DiPietro, pursuant to
which the parties release each other from liability to the maximum
extent allowed by law and the Company agrees to maintain certain
levels of directors and officers liability insurance for a certain
period of time.

                        Going Concern Doubt

As of April 3, 2009, the Company is in default under the 2005
Credit Facility, as amended, with Marr Technologies BV, its
largest stockholder, holding approximately 17% of its outstanding
capital stock as of April 20, 2009, and joint venture partner in
the People's Republic of China, and under its Secured 8%
Convertible Promissory Notes, as amended, issued to three note
holders, one of whom is Marr, pursuant to a Purchase Agreement
dated April 4, 2005.  At maturity, the Company owed an aggregate
of $5.01 million under the Credit Facility and $5.96 million under
the Convertible Notes.

The Company has said it is discussing termination, reduction or
restructuring of its debt obligations under the Credit Facility
and the Convertible Notes with each of the secured creditors.
These defaults, coupled with its significant working capital
deficit and limited cash resources, put us in significant
financial jeopardy and place a high degree of doubt on its ability
to continue its operations.

Failure to obtain additional financing and to resolve the existing
defaults with respect to the Credit Facility and the Convertible
Notes will likely cause the Company to seek bankruptcy protection
under Chapter 7, which would have a material adverse effect on its
business, on its ability to continue its operations and on the
value of its equity.

On April 22, 2009, Odenberg, Ullakko, Muranishi & Co. LLP in San
Francisco, California expressed substantial doubt about Calypte
Biomedical Corporation's ability to continue as a going concern
after auditing the Company's financial statements fro the fiscal
years ended Dec. 31, 2008, and 2007.  The auditor noted that the
Company suffered recurring operating losses and negative cash
flows from operations, and management believes that the Company's
cash resources will not be sufficient to sustain its operations
through 2009 without additional financing.

                      About Calypte Biomedical

Based in Portland, Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases like the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.

Calypte Biomedical's balance sheet at Dec. 31, 2008, showed total
assets of $6.54 million and total liabilities of $18.68 million,
resulting in a stockholders' deficit of about $12.14 million.


CARTER'S INC: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta, Georgia-based Carter's Inc. to 'BB+' from 'BB'.
The outlook is stable.  As of July 4, 2009, total adjusted debt
was about $516 million.

"The upgrade reflects Carter's improved operating margins because
of sales growth in its wholesale and retail channels, offsetting a
decline in mass channel sales to Wal-Mart, cost savings actions;
better working capital management; and the company's ability to
progressively improve the OshKosh brand performance," said
Standard & Poor's credit analyst Bea Chiem.  Carter's had moderate
revenue growth and margin expansion in a soft retail environment
and has sustained credit measures in line with S&P's expectations
for an upgrade.  For the 12 months ended July 4, 2009, leverage
declined to 2.3x from 2.6x during the same period last year and
funds from operations to total debt grew to 31.8% from 28.2% last
year.

The ratings on Carter's reflect its narrow product focus and the
intensely competitive operating environment in which it
participates.  Carter's benefits from its leading positions in the
infant and children's apparel industries, diverse distribution
channels, and favorable demographic trends.

Carter's is one of the largest manufacturers and marketers of
infant and young children's apparel in the U.S., selling products
under the well-recognized Carter's, OshKosh, Child of Mine, and
Just One Year brands.  The company has significant market
positions in the layette, baby, and young children's sleepwear
segments, and also competes in the young children's playwear
category.  Sales have increased at a 16% compounded annual growth
rate since 2004 because of the OskKosh acquisition and positive
demographic trends in the past few years leading to increased
spending on children's apparel.

Carter's sells its products through diverse distribution channels.
Wholesale distribution channels, including national chains,
discounters, department stores, and specialty stores, accounted
for about 38% of Carter's sales for the fiscal year ended 2008.
Another 45% of sales were through company-owned nationwide retail
stores (Carter's and OshKosh).  The mass-market channel, primarily
Target and Wal-Mart (where the company has dedicated sub-brands),
made up the balance of sales.  Customer concentration risk is low
because no single retailer accounts for more than 10% of the
company's sales.

S&P believes Carter's has faced challenges in positioning its
OshKosh brand, which it acquired in 2005, and the company is still
fine-tuning its OshKosh product line.  With continuing efforts to
reposition OshKosh, total net sales in the OshKosh segment
increased slightly in fiscal 2008, and during the first half of
fiscal 2009, total net sales grew 8.1%, reflecting primarily the
OshKosh segment's retail growth, and overall operating profit
improved.  S&P expects the company to continue to improve
OshKosh's operating margins.

The outlook is stable.  Standard & Poor's expects Carter's to
maintain its solid market positions and continue to improve the
performance of its OshKosh brand.  S&P would consider revising the
outlook to positive if the company can significantly improve
financial results and reduce leverage in the intermediate term.
However, S&P could revise the outlook to negative if the company's
credit protection measures weaken due to a much softer than
expected retail environment, or if the company's financial policy
becomes more aggressive by implementing a large debt-financed
share repurchase program or acquisition.  According to S&P's
internal forecasts, even if the company experiences no revenue
growth for fiscal 2009 and its EBITDA margins remain at current
levels, S&P believes leverage would remain less than 2.5x.


CC MEDIA: Will Most Likely File for Chapter 11, Analyst Says
------------------------------------------------------------
Wells Fargo Securities analyst Marci Ryvicker said that CC Media
Holdings will mostly likely file for Chapter 11, and she thinks
that the Company could be in a default situation by early 2010
unless there's a significant upturn in the advertising market,
Radio Business Report states.

RBR says that among the alternative scenarios she lays out would
have CCMH selling all or part of its radio or outdoor assets to
put its balance sheet in order.  "Unfortunately, given the general
lack of available credit, coupled with stringent regulations, we
view this scenario as highly unlikely.  If the credit markets
miraculously open up, we expect CCMH to part with radio assets
before parting with outdoor assets, given outdoor's lack of
secular challenges and the potential for real catalysts (i.e.,
digital billboards and an eyes-on audience measurement system),"
RBR quoted Ms. Ryvicker as saying.

According to RBR, sees CC Media as negative for its unit, Clear
Channel Outdoor Holdings Inc.  RBR quoted Ms. Ryvicker as saying,
"While we believe that CCO shares are fundamentally undervalued,
as both our DCF [discounted cash flow] analysis and our multiples-
based approach suggest a fair price of $9.00, the conflicts of
interest with parent company CC Media Holdings (CCMH) and its
potential bankruptcy create significant uncertainty, which limits
near-term upside potential, in our view.  Our two biggest concerns
in the event CCMH files for Chapter 11 are that (1) CCO stands to
lose $488 million in cash (roughly $1.40 per share, which we
deduct from our $9.00 fundamental price to determine our $7-8
valuation range) "borrowed" by CCMH via its cash management
agreement, and (2) 99% of the voting interest would transfer to
new owners that may or may not act in the interest of CCO equity
holders.  Yet even if a CCMH bankruptcy does not materialize,
uncertainty still surrounds the intercompany loan and the cash
management agreement, which mature in August 2010."

RBR states that Ms. Ryvicker rates CCO "Market Perform" with a
valuation of $7 to $8.  The report says that the stock closed
Monday at $6.70.

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the TCR on September 2, 2009, Standard & Poor's
Ratings Services raised its corporate credit rating on CC Media
Holdings Inc. and its operating subsidiary, Clear Channel
Communications Inc., to 'CCC' from 'SD'.  The rating outlook is
negative.


CENTRO NP: Seeks to Modify Terms of 2026 and 2028 Senior Notes
--------------------------------------------------------------
Centro NP LLC has commenced a consent solicitation with respect to
amendments to the 1995 indenture governing various senior notes
issued by the Company.  The Consent Solicitation will expire at
5:00 P.M. (New York City Time) on September 29, 2009, unless
earlier terminated or extended:

                                         Consent Fee
             Outstanding                 Per $1,000   Put Right
             Principal    Security       Principal    Repurchase
CUSIP No.   Amount       Description    Amount       Date
---------   -----------  -----------    -----------  ----------
64806Q AA2  $10,000,000  7.97% Senior     $35.00     01/15/2014
                          Notes Due 2026

64806Q AD6  $25,000,000  7.65% Senior     $35.00     01/15/2014
                          Notes Due 2026

64806Q AF1  $10,000,000  7.68% Senior     $35.00     01/15/2014
                          Notes Due 2026

64806Q AG9  $10,000,000  7.68% Senior     $35.00     01/15/2014
                          Notes Due 2026

64806Q AK0  $25,000,000  6.90% Senior     $35.00     01/15/2014
                          Notes Due 2028

64806Q AL8  $25,000,000  6.90% Senior     $35.00     01/15/2014
                          Notes Due 2028

The Company is seeking to obtain the consent of the holders of the
Securities (i) to add a put repurchase right that will require the
Company to offer to repurchase (but not require the holders to
tender) the Securities for an amount equal to the principal amount
plus accrued and unpaid interest on January 15, 2014 (which is
between 12 and 14 years ahead of their 2026 and 2028 maturities),
(ii) to modify certain defined terms and covenants applicable to
the Securities to create a uniform method of calculating the
Company's debt incurrence ratios with the other series of notes
issued by the Company and (iii) to modify the financial reporting
covenant in the indenture to make it consistent with the other
series of notes issued by the Company, which would permit the
Company to discontinue filing annual or other reports with the
Securities and Exchange Commission and instead deliver
substantially the same kind of information to the trustee under
the indenture (for continued availability to the holders of
Securities).  Upon receipt of the requisite consents (which may
occur prior to the Expiration Date), the Company intends to effect
the execution of the Supplemental Indenture containing the
amendments.

Subject to the terms and conditions of the Consent Solicitation,
the Company will make a cash payment of $35.00 per $1,000
principal amount of Securities for which the holder has validly
delivered (and not validly revoked at any time before the earlier
of the execution of the Supplemental Indenture and the Expiration
Date) a consent prior to the Expiration Date.  It is expected that
any payment due will be paid on the first business day following
the Expiration Date, or as soon as practicable thereafter.  The
Company will not be obligated to make any payments if the
requisite consents are not obtained or the other conditions to the
Consent Solicitation are not satisfied or waived on or before the
Expiration Date.

Unless the Consent Solicitation is terminated by the Company for
any reason before the Supplemental Indenture is executed, on the
terms and subject to the conditions of the Consent Solicitation,
the amendments will become operative upon the execution of the
Supplemental Indenture.

The complete terms and conditions of the Consent Solicitation are
set forth in the Consent Solicitation Statement and the
accompanying Consent Form that are being sent to holders of the
Securities.  Holders are urged to read the Consent Solicitation
documents carefully.  Copies of the Consent Solicitation Statement
and related Consent Form may be obtained from Global Bondholder
Services Corporation at (212) 430-3774 and (866) 470-3800 (toll
free).

BofA Merrill Lynch is the Solicitation Agent for the Consent
Solicitation.  Questions regarding the Consent Solicitation may be
directed to BofA Merrill Lynch at (980) 388-4603 (collect) and
(888) 292-0070 (toll free).

As reported by the Troubled Company Reporter on September 10,
2009, Centro NP warned in an August 2009 regulatory filing it has
substantial short-term liquidity obligations consisting primarily
of short-term indebtedness, which it may be unable to refinance on
favorable terms or at all.  During the remaining six months of
2009, the Company has an aggregate of $47.5 million of mortgage
debt, notes payable and credit facilities scheduled to mature and
$13.9 million of scheduled mortgage amortization payments.

If principal payments on debt due at maturity cannot be
refinanced, extended or paid, the Company will be in default under
its debt obligations, and it may be forced to dispose of
properties on disadvantageous terms.  The defaults may in turn
cause cross defaults in certain of the Company's or its
affiliates' other debt obligations.

Centro NP also noted it is no longer permitted to make draws under
an Amended July 2007 Facility.  As a result, and because of the
restrictions imposed on the Company by the Amended July 2007
Facility, as well as its Super Bridge Loan, its Residual Credit
Facility and the Indentures, it may not be able to repay or
refinance short-term debt obligations that comes due.

The Company said there is substantial doubt about its ability to
continue as a going concern.  In addition, uncertainty also exists
due to the liquidity issues currently experienced by the Company's
parent and the ultimate parent investors, Centro Properties
Limited and Centro Property Trust.

According to the Company, the half yearly financial statements of
the Company's ultimate parents, Centro Properties Limited and
Centro Property Trust, which were filed with Australian regulatory
bodies on February 26, 2009, identified material uncertainty
(equivalent to substantial doubt) about those entities' ability to
continue as a going concern.

The Amended July 2007 Facility is a $350.0 million revolving
credit facility with Bank of America N.A.

The Super Bridge Loan is a $1.9 billion second amended and
restated loan agreement entered into by Super LLC with JPMorgan
Chase Bank, N.A., as administrative agent.

The Residual Credit Facility is a $370.0 million credit facility
entered into by certain subsidiaries of Centro NP Residual Holding
LLC -- Residual Joint Venture -- with JPMorgan Chase Bank, N.A.,
as agent and lender.

The Indentures govern the unsecured senior notes issued by Centro
NP's predecessor, New Plan Excel Realty Trust, Inc.  U.S. Bank
Trust National Association is the trustee under the Indentures.

Centro NP said management is working with both its lenders and the
lenders of its affiliated entities, and also with management of
the ultimate parent investors of the Company, to access a number
of options that address the Company's ongoing liquidity issues.
Factors that may impact this include the current and future
condition of the credit market and the U.S. retail real estate
market.

The Company said the extension of certain debt facilities to
December 31, 2010, gives it more time to consider a range of
different plans to address its longer term liquidity issues and
potential funding from distributions from the Residual Joint
Venture and potential asset sales, among other things, should
provide the Company with the ability to pay its debts as and when
they become due and payable.

At June 30, 2009, the Company had $3,434,106,000 in total assets,
including $28,514,000 in cash and cash equivalents and $9,678,000
in marketable securities; against $1,896,991,000 in total
liabilities and $24,542,000 in redeemable non-controlling
interests in partnerships.

Centro NP's credit ratings are all below investment grade.
Standard & Poor's current rating is CCC+; outlook negative.
Fitch's current rating is CCC/RR4; rating watch negative.  Moody's
current rating is Caa2; negative outlook.

Centro NP LLC owns and develops community and neighborhood
shopping centers throughout the United States.  The Company was
formed in February 2007 to succeed the operations of New Plan
Excel Realty Trust, Inc.


CHRYSLER LLC: Ottawa Ends Warranty Guarantees for Chrysler Canada
-----------------------------------------------------------------
The Canadian federal government said it is terminating its program
to guarantee auto warranties on new vehicles from Chrysler Canada
Inc. and General Motors of Canada Ltd., reports The Financial
Post.

Industry Minister Tony Clement said there is no need for the
government to continue with the program now that Chrysler Canada
and GM Canada "have emerged from court-supervised restructurings."
He said that with this development, the consumers are assured
their warranty commitments will be honored, Financial Post
reported.

The warranty program, which was introduced by the federal
government in April, committed to honoring consumer warranties on
new vehicles bought from the two automakers for a limited period
while restructuring plans were being implemented.

                      About Chrysler LLC

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

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

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

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

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


CITIGROUP INC: Citi Funding to Issue Dow Jones/UBS Linked Notes
---------------------------------------------------------------
Citigroup Funding Inc. is offering Buffer Notes Based Upon the Dow
Jones-UBS Commodity Index(SM) Due 2012.

The notes are based upon the Dow Jones-UBS Commodity IndexSM.  The
Notes will be issued in denominations of $50,000 and integral
multiples of $50,000 in excess thereof.  The minimum investment
amount will be $100,000.

Any payments due from Citigroup Funding are fully and
unconditionally guaranteed by Citigroup Inc.

The notes will mature on ________, 2012.  Citi will not make any
payments on the notes prior to maturity.

If the ending value of the Dow Jones-UBS Commodity IndexSM is
greater than its starting value, at maturity the investor will
receive for each note then held, the $50,000 principal amount per
note plus a note return amount equal to the product of (i) $50,000
and (ii) the percentage change in the closing value of the Dow
Jones-UBS Commodity IndexSM from the pricing date to the valuation
date -- referred to as the index percentage change -- and (iii)
approximately 200% (to be determined on the pricing date), subject
to a maximum total return on the notes of approximately 50% to 70%
(approximately 16.67% to 23.33% per annum on a simple interest
basis) (to be determined on the pricing date) of the principal
amount of the notes.

If the ending value of the Dow Jones-UBS Commodity IndexSM is less
than or equal to 100% of its starting value but greater than or
equal to 90% of its starting value, the note return amount will be
zero and at maturity the investor will receive for each note then
held, the $50,000 principal amount per note.

If the ending value of the Dow Jones-UBS Commodity IndexSM is less
than 90% of its starting value (representing a decrease of more
than 10% from its starting value), at maturity the investor will
receive for each note then held, the $50,000 principal amount per
note plus a note return amount equal to the product of (i) $50,000
and (ii) the sum of (a) the index percentage change (which will be
negative) and (b) 10%.  Thus, if the ending value of the Dow
Jones-UBS Commodity IndexSM is less than 90% of its starting value
(regardless of the value of the Dow Jones-UBS Commodity IndexSM at
any other time during the term of the notes), the maturity payment
will be less than the initial investment of $50,000 per note and
the investment will result in a loss.

The notes are not principal-protected.  At maturity the investor
could receive an amount less than the initial investment in the
notes.

The notes will not be listed on any exchange.

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?453e

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?453f

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: Files Prospectus Supplement for 5.5% Notes Issuance
------------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
on September 21, 2009, a prospectus supplement to provide more
details on its planned issuance of $2,000,000,000 of 5.500% Senior
Notes due 2014.

According to Citi, the notes will mature October 15, 2014.  The
notes will bear interest at a fixed rate of 5.500% per annum.
Interest on the notes is payable semi-annually on the 15th day of
each April and October, commencing April 15, 2010.  The notes may
not be redeemed prior to maturity unless changes involving United
States taxation occur which could require Citigroup to pay
additional amounts.

Interest on the notes will accrue from September 24, 2009, to the
date of delivery.

Citi said the Public Offering Price for the Notes is 99.495% per
Note for a total of $1,989,900,000.  Proceeds to Citigroup before
expenses are 99.170% per Note for a total of $1,983,400,000.  Net
proceeds to Citigroup (after expenses) are expected to be
$1,983,225,000.

The notes are being offered globally for sale in the United
States, Europe, Asia and elsewhere where it is lawful to make such
offers.  Application will be made to list the notes on the
regulated market of the Luxembourg Stock Exchange, but Citigroup
is not required to maintain this listing.

Neither the Securities and Exchange Commission nor any state
securities commission nor the Luxembourg Stock Exchange has
approved or disapproved of these notes or determined if this
prospectus supplement or the accompanying prospectus is truthful
or complete.  Any representation to the contrary is a criminal
offense.

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.

Citigroup has agreed to sell to each underwriter the principal
amount of notes set forth:

                                           Principal Amount
     Underwriter                               of Notes
     -----------                           ----------------
     Citigroup Global Markets Inc.           $1,680,000,000
     Barclays Capital Inc.                       50,000,000
     Deutsche Bank Securities Inc.               50,000,000
     Goldman, Sachs & Co.                        50,000,000
     UBS Securities LLC                          50,000,000
     BNP Paribas Securities Corp.                15,000,000
     Credit Suisse Securities (USA) LLC          15,000,000
     National Australia Bank, Limited            15,000,000
     Samuel A. Ramirez & Company, Inc.           15,000,000
     RBC Capital Markets Corporation             15,000,000
     RBS Securities Inc.                         15,000,000
     TD Securities (USA) LLC                     15,000,000
     Utendahl Capital Group, LLC                 15,000,000
                                           ----------------
          Total                              $2,000,000,000

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?453d

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: Gives Update on Bhushan's Appointment to Ness Board
------------------------------------------------------------------
Citigroup Inc. reports that in connection with Ajit Bhushan's
appointment to the Board of Directors of Ness Technologies, Inc.,
on September 17, 2009, the Board approved a waiver of any interest
or expectancy Ness would otherwise have in any corporate
opportunity from Citi Venture Capital International and its
affiliates, representatives, related funds and portfolio
companies, unless the opportunity is presented to any such person
in writing solely in his or her capacity as a director or officer
of Ness.

Effective September 1, 2009, Ness' Board appointed Mr. Bhushan, a
managing director at CVCI, to serve on the Board.

Citigroup Inc. and its affiliates -- CVCIGP II Jersey Investment
L.P.; Citigroup Venture Capital International Investment G.P.
Limited; Citigroup Venture Capital International Delaware
Corporation; Citicorp International Finance Corporation; and
Citicorp Banking Corporation -- as of September 18, 2009, may be
deemed to beneficially own an aggregate of 3,657,667 shares or
roughly 9.5% of the common stock of Ness Technologies, Inc.

The Shares are owned directly by CVCIGP II Jersey, and indirectly
by CVCI GP (as general partner of CVCIGP II), CVCID (through its
ownership of CVCI GP), CIFC (through its ownership of CVCID), CBC
(through its ownership of CIFC) and Citigroup (through its
ownership of CBC).

Citigroup also beneficially owns 665 Shares directly owned by
another subsidiary of Citigroup.

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: Registers 3 Securities with NYSE Arca
----------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
three Form 8-A12Bs to register these securities with the NYSE Arca
pursuant to Section 12(b) of the Securities Exchange Act of 1934:

     -- Equity LinKed Securities Based Upon the Common Stock of
        American Express Company Due 2010
     -- Buffer Notes Based Upon the S&P 500r Index Due 2011
     -- Equity LinKed Securities Based Upon the Common Stock of
        Yahoo! Inc. Due 2010

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: Recovery Remains Fragile, Says Report
----------------------------------------------------
Matthias Rieker at Dow Jones Newswires reports that rising bank
stocks, improving bond spreads, and some improvement in investors'
appetite for "toxic" securities have given Citigroup Inc.'s shares
a lift, although the Company's recovery remains fragile.

According to Dow Jones, analysts expect Citigroup to lose money in
the third quarter, and the Company isn't expected to reach
sustained profitability until 2010.

Dow Jones notes that Citigroup's stock remains volatile, but has
been trading above $4 since mid-August.  Citigroup's shares rose
3.3%, to $4.40 on Monday, says Dow Jones.

Citing economists, Mark Whitehouse at The Wall Street Journal
reports that prudent financial health standards could take as much
as a 30% chunk out of the profits of banking giants like Bank of
America Corp., J.P. Morgan Chase & Co., Citigroup Inc., and Morgan
Stanley and perhaps more.  The Journal quoted Princeton University
economist Hyun Shin as saying, "It may not be good news for
shareholders, but it would be good news for the system as a
whole."

The Journal relates that global policy makers have sketched the
outlines of a plan that will penalize risk-taking in a number of
new ways.  The Journal notes that banks that grow large enough to
be a threat to the entire financial system will have to:

     -- keep bigger capital cushions against losses,

     -- hold added capital in good times to absorb losses in bad
        times, and

     -- could face limits on how much borrowed money they can use
        to boost their returns.

The Journal says that new rules will take a big bite out of
profits, because they will place tougher limits on banks' ability
to use large amounts of borrowed money.  Citing Mr. Shin, the
report states that the limits would be particularly strict in boom
times, when banks tend to take on bigger risks.

According to The Journal, policy makers, out of concern that their
failure would have an outsize impact on the whole system, are
likely to impose even tougher limits on larger and more
interconnected banks.

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.


CLEAR CHANNEL: Being Pulled Down by Parent, Analyst Says
--------------------------------------------------------
Wells Fargo Securities analyst Marci Ryvicker sees Clear Channel
Outdoor Holdings Inc.'s parent, CC Media Holdings, as negative for
the Company, Radio Business Report says.

RBR quoted Ms. Ryvicker as saying, "While we believe that CCO
shares are fundamentally undervalued, as both our DCF [discounted
cash flow] analysis and our multiples-based approach suggest a
fair price of $9.00, the conflicts of interest with parent company
CC Media Holdings (CCMH) and its potential bankruptcy create
significant uncertainty, which limits near-term upside potential,
in our view.  Our two biggest concerns in the event CCMH files for
Chapter 11 are that (1) CCO stands to lose $488 million in cash
(roughly $1.40 per share, which we deduct from our $9.00
fundamental price to determine our $7-8 valuation range)
"borrowed" by CCMH via its cash management agreement, and (2) 99%
of the voting interest would transfer to new owners that may or
may not act in the interest of CCO equity holders.  Yet even if a
CCMH bankruptcy does not materialize, uncertainty still surrounds
the intercompany loan and the cash management agreement, which
mature in August 2010."

According to RBR, Ms. Ryvicker figures that "CCMH will mostly
likely file for Chapter 11," and she thinks that the company could
be in a default situation by early 2010 unless there's a
significant upturn in the advertising market.

RBR says that among the alternative scenarios she lays out would
have CCMH selling all or part of its radio or outdoor assets to
put its balance sheet in order.  "Unfortunately, given the general
lack of available credit, coupled with stringent regulations, we
view this scenario as highly unlikely.  If the credit markets
miraculously open up, we expect CCMH to part with radio assets
before parting with outdoor assets, given outdoor's lack of
secular challenges and the potential for real catalysts (i.e.,
digital billboards and an eyes-on audience measurement system),"
RBR quoted Ms. Ryvicker as saying.

RBR states that Ms. Ryvicker rates CCO "Market Perform" with a
valuation of $7 to $8.  The report says that the stock closed
Monday at $6.70.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion

As reported by the TCR on September 2, 2009, Standard & Poor's
Ratings Services raised its corporate credit rating on CC Media
Holdings Inc. and its operating subsidiary, Clear Channel
Communications Inc., to 'CCC' from 'SD'.  The rating outlook is
negative.


COLONIAL BANCGROUP: September 24 Hearing on Cash Collateral Use
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg, Colonial BancGroup Inc.
filed a motion for authority to use cash collateral to fund its
Chapter 11 case.  The cash collateral motion is scheduled for a
Sept. 24 hearing.

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.


CORPSOURCE FINANCE: Weak Financial Metrics Cue Moody's Junk Rating
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of CorpSource Finance Holdings, LLC, to Caa1 from B2.  The rating
outlook remains negative.

The downgrade reflects CorpSource's weak financials strength
metrics, the potential for a breach of financial covenants in 2010
and concern about the sustainability of the capital structure.
Moody's expects profitability to decline in the back half of 2009
which should lead to Adjusted Debt to EBITDA of over 7 times.
Given the weak profit trends and credit metrics, the company may
have difficulty refinancing the PIK notes prior to the March 2012
maturity date and may need to complete a balance sheet
restructuring over the next two years.

The ratings are supported by solid business line and geographic
diversity, a track record of cost and productivity improvements
and a large recurring revenue stream in the BPS segment.

These ratings were downgraded:

CorpSource Finance Holdings, LLC

* Corporate Family Rating to Caa1 from B2

* Probability of Default Rating to Caa1 from B2

* $125 million Senior Unsecured PIK loan due March 2012 to Caa3
  LGD-5 (86%) from Caa1 LGD-5 (86%)

SOURCECORP, Incorporated

* $75 million Senior Secured 1st lien revolver due July 2012 to B1
  LGD-2 (16%) from Ba2 LGD-2 (17%)

* $165.9 million Senior Secured 1st lien term loan due July 2013
  B1 LGD-2 (16%) from Ba2 LGD-2 (17%)

* $120 million Senior Secured 2nd lien term loan due January 2014
  to Caa1 LGD-4 (54%) from B2 LGD-4 (55%)

The last rating action on CorpSource was on October 10, 2008, at
which time Moody's changed the rating outlook to negative from
stable reflecting declining profitability in the legal consulting
division, weak demand from mortgage industry customers and an
expected tightening of headroom under financial covenants in 2009.

CorpSource, through its wholly owned subsidiary SOURCECORP,
Incorporated, is a provider of business process outsourcing
solutions to the financial services, healthcare, legal, government
and other sectors.  For the twelve month period ended June 30,
2009, reported sales were approximately $355 million.


COYOTES HOCKEY: Court to Rule on Mediation Proceedings Today
------------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that the
Hon. Redfield Baum of the U.S. Bankruptcy Court for the District
of Arizona will hold a hearing today on whether to require the
National Hockey League to attend mediation proceedings related the
Phoenix Coyotes' sale and possible move.  According to Business
Journal, Phoenix Coyotes owner Jerry Moyes' lawyers have asked for
court-mandated mediation.

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.

Meanwhile, the Arizona Republic relates that Phoenix Coyotes
minority owner Wayne Gretzky is still taking the $8 million the
team pays him as salary, though he isn't coaching the team.
According to the report, Mr. Gretzky is taking his payments over
12 months rather than just during the season like most coaches.

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.


CRUCIBLE MATERIALS: BlackEagle Submits Bid for Steel Mill in Gedes
------------------------------------------------------------------
Rick Moriarty at The Post-Standard reports that BlackEagle
Partners LLC's co-founder and managing partner Michael Madden said
that the company submitted a bid for the Crucible Specialty Metals
steel mill in Geddes.

Mr. Madden didn't disclose details of the bid, says The Post-
Standard.

As reported by the TCR on September 7, 2009, United Steelworkers
reached a tentative collective bargaining agreement with
BlackEagle Partners LLC for the possible acquisition of Crucible
Materials Corp.

The auction was held on September 21.

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.


CRUCIBLE MATERIALS: Creditors Protest Bid to Sell Assets
--------------------------------------------------------
The Arlington Independent School District, IPLogic Inc. and the
United Steelworkers union objected to the sale of assets of
Crucible Materials Corp., according to Law360.

As reported by the TCR on Sept. 22, Crucible has conducted an
auction for its assets where Allegheny Technologies Incorporated
emerged as the winning bidder for the assets of Crucible
compaction metals and crucible research divisions at an auction on
Sept. 21.  Allegheny will purchase those assets for $40.95
million.  The transaction is expected to close no later than
October 31, 2009.

Carpenter Technology Corp. was the stalking horse bidder for the
compact metals and research divisions, with its $20 million offer.

Crucible was also scheduled to conduct an auction for its
remaining units on Sept. 21.

Based in Pittsburgh, Allegheny Technologies Incorporated --
http://www.alleghenytechnologies.com/-- is one of the largest and
most diversified specialty metals producers in the world with
revenues of $5.3 billion during 2008.  ATI has approximately 8,700
full-time employees world-wide who use innovative technologies to
offer global markets a wide range of specialty metals solutions.
Its major markets are aerospace and defense, chemical process
industry/oil and gas, electrical energy, medical, automotive, food
equipment and appliance, machine and cutting tools, and
construction and mining.  Its products include titanium and
titanium alloys, nickel-based alloys and superalloys, grain-
oriented electrical steel, stainless and specialty steels,
zirconium, hafnium, and niobium, tungsten materials, and forgings
and castings.

                     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.


CRUSADER ENERGY: Deadline for Sale Terms or Plan Due
----------------------------------------------------
The first lien lenders and the second lien lenders have agreed to
extend until September 22, plan or sale related milestones set for
Crusader Energy Group Inc.

A deal signed by the secured lenders with the Debtors and the
Official Committee of Unsecured Creditors on Sept. 21 extended
until Sept. 22 Crusader Energy's deadline to file bid procedures
if it intends to pursue a sale.

In connection with a sale, Crusader must:

   (i) on or before October 2, 2009, file a plan of
       liquidation,

  (ii) on or before November 3, 2009, obtain approval of a
       disclosure statement, and

(iii) on or before December 11, 2009, obtain approval of the
       proposed transaction and a plan of liquidation; and

If the Debtors pursue a plan of reorganization, the Debtors must
(i) on or before September 22, 2009, file a plan of
reorganization, (ii) on or before October 24, 2009, obtain
approval of a disclosure statement, and (iii) on or before
November 29, 2009, obtain approval of a transaction pursuant to
such plan.

The parties' September 18 agreement had set a Sept. 21 deadline
for the bid procedures or the reorganization plan.

The parties have agreed to extend Crusader's exclusive period to
file a Chapter 11 plan until October 1, 2009 and the exclusive
Period to solicit acceptances thereof until November 30, 2009.

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko
Basin, Williston Basin, Permian Basin, and Fort Worth Basin in
the United States.  It has working interests in more than 1,000
wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Holland N. Oneil, Esq., Michael S. Haynes,
Esq., and Richard McCoy Roberson, Esq., at Gardere, Wynne &
Sewell, represent the official committee of unsecured creditors
as counsel.  BMC Group Inc. is claims and notice agent.


DATTATRAYA INC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dattatraya, Inc.
        6285 Westside Saginaw Rd
        Bay City, MI 48706

Bankruptcy Case No.: 09-23408

Chapter 11 Petition Date: September 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Debtor's Counsel: Andrew D. Concannon, Esq.
                  200 St. Andrews Road
                  Saginaw, MI 48603
                  Tel: (989) 792-9641
                  Email: aconcannon@smithbovill.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/mieb09-23408.pdf

The petition was signed by Nainesh Patel, president of the
Company.


DOLE FOOD: Fitch Upgrades Issuer Default Ratings to 'B-'
--------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings of Dole Food
Company, Inc. and Solvest Ltd. to 'B-' from 'CCC' and has assigned
a 'B-/RR4' rating to the company's new $315 million seven-year 8%
secured notes.  Fitch has placed the company's ratings on Ratings
Watch Positive.

Fitch has upgraded these ratings:

Dole Food Company, Inc. (Operating Company)

  -- Long-term Issuer Default Rating to 'B-' from 'CCC';
  -- Secured asset-based revolver to 'BB-/RR1' from 'B+/RR1';
  -- Secured term loan B to 'BB-/RR1' from 'B+/RR1';
  -- Third-lien secured notes to 'B-/RR4' from 'CCC/RR4';
  -- Senior unsecured debt to 'CC/RR6' from 'C/RR6'.

Solvest Ltd. (Bermuda-based Subsidiary)

  -- Long-term IDR to 'B-' from 'CCC';
  -- Secured term loan C to 'BB-/RR1' from 'B+/RR1'.

On June 20, 2009, Dole had approximately $2 billion in
consolidated debt.

The Ratings Upgrade:

The upgrade is due to Dole's successful debt issuance, which was
completed at an interest rate materially lower than the 13.875%
issued in March 2009 and Fitch's expectation that the company will
call its upcoming $363 million 2010 maturity.  The upgrade also
considers Dole's $200 million 8.875% senior unsecured notes due
March 15, 2011, but incorporates Fitch's belief that the company's
current liquidity, improved cash flow generation and asset sale
progress provide it with sufficient financial flexibility to repay
or refinance this maturity.  Refinancing risk has become less of a
concern for Dole's credit ratings due to recent transactions that
have extended the company's maturity profile.

The 'RR1' rating on Dole's secured bank debt reflects the fact
that recovery prospects on this debt remain outstanding at 91%-
100%.  The 'RR4' rating on the company's third-lien secured notes
indicates average recovery prospects of 31%-50%.  And lastly, the
'RR6' rating on the company's senior unsecured debt reflects
Fitch's belief that recovery prospects would be poor or less than
10% if the bonds went into default.  Nonetheless, the upgrade of
Dole's IDR to 'B-' incorporates Fitch's view that risk of default
has declined.

Secured Note Issuance and Refinancing of 2010 Maturity:

On Friday, Sept. 18, 2009, Dole issued $315 million 8% privately
placed third-lien notes due Oct. 1, 2016.  The notes were sold at
a price of 98.035 resulting in a yield to maturity of 8.375%.
Dole plans to use net proceeds from the issuance along with cash
and/or borrowings under its revolver to repay the outstanding
$363 million balance on its 7.25% senior unsecured notes due
June 15, 2010.

The notes are secured by liens on certain U.S. assets which are
junior to the liens of Dole's senior secured credit facilities.
Terms for the new notes are substantially the same as those for
the company's 13.875% 2014 secured notes issued in March.
Restrictive covenants on those notes include, but are not limited
to, limitations on the incurrence of additional debt and a Change
of Control provision.  Terms also include optional redemption of
up to 35% of the original principal of the company's third-lien
secured notes within 90 days of an equity offering.

The Positive Rating Watch:

The Positive Rating Watch is driven by Dole's proposed
$500 million initial public offering and the company's plan to
use a portion of the proceeds to reduce debt.  Furthermore, the
company's operating performance has improved significantly over
the past 18 months.  For the latest twelve month period ended
June 20, 2009, total debt-to-operating EBITDA was 4.8 times, down
significantly from a peak of 8.3x for the fiscal year ended
Dec. 29, 2007.  Dole's credit statistics are better than Fitch had
anticipated.  Completion of the IPO and subsequent use of proceeds
to repay a material amount of additional debt could result in
further upgrades to the company's ratings.

Moreover, Dole's pending equity recapitalization could improve
recovery prospects for the company's third-lien notes and
unsecured notes given increased equity loss absorption in the
event of default.  While Dole will remain a closely-held company,
Fitch believes the issuance of equity reduces the overall credit
risk of the company.

                            Liquidity

On June 20, 2009, Dole's liquidity included $107.9 million of cash
and $243.6 million available under its asset-based revolver due
April 12, 2011.  On June 20, 2009, the borrowing base for this
$350 million facility was $320 million.

For the LTM period ending June 20, 2009, Dole generated
$164.5 million of free cash flow (defined as cash flow from
operations less capital expenditures and dividends), after
producing negative free cash flow annually since 2005.  Operating
cash flow has benefited from higher operating income and
significant improvements in working capital.  Fitch does not
expect FCF generation to remain at current levels but does
anticipate that the company will remain FCF positive in the near-
term.

                             Covenants

Financial covenants for the revolver include a springing fixed
charge coverage ratio of 1.0x should availability under the
revolver fall below $35 million and a maximum senior secured
leverage ratio of 3.75x.  Dole's secured term loans subject the
company to a maximum first priority senior secured leverage ratio
of 3.25x through Oct. 10, 2009, stepping down by 0.25x increments
beginning Jan. 2, 2010 and ending at 2.5x on June 16, 2012.

Asset Divestitures:

Dole completed approximately $236 million of asset sales in 2008,
exceeding its target.  For fiscal 2009, the company has set a
target of $200 million in asset divestitures.  Dole received a
total of $84 million in cash proceeds from assets sold during the
first half of the fiscal year ended June 20, 2009.  As reported in
the S1 IPO Registration Statement, amended on Sept. 18, 2009, the
company entered into definitive sales agreements for approximately
$68 million of operating properties in Latin America during the
current third quarter.  Dole also signed a letter of intent to
sell assets worth an estimated $32 million.  Both these sales,
which total $100 million in aggregate, are expected to close by
the end of fiscal 2009.

DHM Holdings, Inc., and Affiliate Cross-Default Provisions:

Dole's parent, DHM Holdings, Inc., has a remaining balance of
$115 million on its secured term debt due March 3, 2010, after
making a $20 million payment in June 2009.  This payment was
required after the holding company received an extension from its
lenders.  In addition, an affiliate of DHM has $90 million of debt
due Dec. 23, 2009.

Cross-default provisions currently exist between Dole's credit
facilities, DHM's and DHM's affiliate's debt.  Dole is expected to
complete a series of transactions in connection with the IPO which
would eliminate risk of a cross-default with DHM.  These
transactions include DHM merging into Dole; and not withstanding
potential additional reduction of Dole's debt, the repayment of
$85 million of this debt with proceeds from the IPO.  Following
the merger transaction, Dole will transfer $30 million of DHM's
debt to affiliates of David H. Murdock.  Other transactions will
be completed upon consummation of the IPO to eliminate the risk of
cross-default with the affiliate's debt, which includes both the
$30 million transferred and the $90 million loan due Dec. 23,
2009.

Dole Food Company, Inc., is the world's leading producer,
marketer and distributor of fresh fruit and fresh vegetables,
including a growing line of value-added products.  The company
holds the number one or number two market share position in the
primary markets and categories for which it competes.  Dole's
three business segments and their respective contribution to its
$7.6 billion of annualized revenue and $378 million of annualized
operating EBIT (excluding corporate expenses) in 2008 were Fresh
Fruit (71% and 81%, respectively), Fresh Vegetables (14% and 0%)
and Packaged Foods (15% and 19%).  Approximately 60% of Dole's
revenue is generated in international markets.


DOLL & DOLL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Doll & Doll Motor Company has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Georgia, listing $10 million to $50 million in liabilities and
$1 million to $10 million in assets.

Chuck Williams at Ledger-Enquirer.com reports that Doll's largest
unsecured creditor is Falcon Financial, which is owed more than
$30,000.  Other creditors include CB&T -- which is owed $10,000 --
and WTVM, which is owed $7,268, says the report.

According to Ledger-Enquirer.com, Doll President Rob Doll said
that he doesn't know where his companies go from here, but he
said, "We're still in business."

Doll said that its other company, Sowega Motor Company, isn't part
of the bankruptcy filing, Ledger-Enquirer.com states.  The report
says that Doll and Sowega have decreasing new and used car
inventories because Nissan Motor Acceptance Corp., which finances
the inventory, cut off financing for additional inventory in the
spring.

Ledger-Enquirer.com relates that Doll plans to transfer its Nissan
store on Box Road to a new location.

Doll & Doll Motor Company operates Rob Doll Nissan in Columbus.


DOMIN-8 ENTERPRISE: Files Chapter 11 in Dayton, Ohio
----------------------------------------------------
Domin-8 Enterprise Solutions Inc. filed for Chapter 11 protection
in Dayton, Ohio, listing assets of $1.4 million against debt
totaling $34.7 million.

Madison, Ohio-based Domin-8 is a software developer for commercial
and residential real estate managers.  The Company and four
affiliates filed for Chapter 11 on Sept. 17, 2009 (Bankr. S.D.
Ohio Case No. 09-35789).  David M. Whittaker, Esq., represents the
Debtors.


DONALD BAILEY: Court Sets Aside Default Judgment
------------------------------------------------
WestLaw reports that defendants in an adversary proceeding brought
against them by a debtor showed "good cause" for their default in
answering the Chapter 11 debtor's complaint, as warranted setting
aside the entry of default.  The defendants filed their motions to
set aside the default on the same day they filed their answers to
the complaint, which was just six days after the default occurred.
The defendants presented two potentially meritorious defenses to
the debtor's complaint, namely, that their contract with the
debtor required that the matters in controversy be settled by
arbitration in Hawai'i, and that at all times during their
transactions with the debtor, the defendants specifically
disclaimed any presentations in regards to billing procedures.
The debtor would not be prejudiced by vacating the default.
Finally, there was no indication that the defendants' delay was
willful or grossly negligent but, rather, they asserted that it
was due to the six-hour time difference between the parties and
the long duration of their law firms' conflict checks.  In re
Bailey, --- B.R. ----, 2009 WL 2867904 (Bankr. S.D. Ga.).

Donald H. Bailey sought Chapter 11 protection (Bankr. S.D. Ga.
Case No. 07-41381) on September 4, 2007, is represented by C.
James McCallar, Jr., Esq., in Savannah, Ga., and estimated assets
and debts between $1 million and $100 million at the time of the
Chapter 11 filing.


EMPIRE RESORTS: Appoints Joseph D'Amato as CFO
----------------------------------------------
Empire Resorts, Inc., on September 16, 2009, entered into an
employment agreement with Joseph A. D'Amato, dated August 14,
2009, pursuant to which Mr. D'Amato is to serve as the Company's
Chief Financial Officer.

The D'Amato Agreement provides for a term ending on September 14,
2012, unless Mr. D'Amato's employment is terminated by either
party in accordance with the provisions thereof.  Mr. D'Amato is
to receive a base salary at the rate of $250,000 per year for the
D'Amato Term and such incentive compensation and bonuses, if any,
(i) as the Compensation Committee of the Board of Directors in its
discretion may determine, and (ii) to which the Mr. D'Amato may
become entitled to pursuant to the terms of any annual bonus
program maintained by the Company for its senior executives from
time to time in effect in which he is a participant.

As an additional incentive for entering into the agreement, Mr.
D'Amato received an option to purchase 300,000 shares of the
Company's common stock on September 1, 2009, pursuant to the
Company's 2005 Equity Incentive Plan, subject to the execution of
the D'Amato Agreement.  Mr. D'Amato is also entitled under the
D'Amato Agreement to receive a payment of $10,000 for relocation
expenses, provided that if Mr. D'Amato terminates his employment
under certain circumstances with 12 months he will be required to
reimburse the Company for such relocation expenses.

In the event that the Company terminates Mr. D'Amato's employment
with Cause or Mr. D'Amato resigns without Good Reason, the
Company's obligations are limited generally to paying Mr. D'Amato
his base salary through the termination date.  In the event that
the Company terminates Mr. D'Amato's employment without Cause or
Mr. D'Amato resigns with Good Reason, the Company is generally
obligated to continue to pay Mr. D'Amato's compensation for the
lesser of (i) 18 months or (ii) the remainder of the term of the
D'Amato Agreement and accelerate the vesting of the options
granted in contemplation of the D'Amato Agreement, which options
shall remain exercisable through the remainder of its original 5
year term.  In the event that the Company terminates Mr. D'Amato's
employment without Cause or Mr. D'Amato resigns with Good Reason
on or following a Change of Control, the Company is generally
obligated to continue to pay Mr. D'Amato's compensation for the
greater of (i) 24 months or (ii) the remainder of the term of the
D'Amato Agreement and accelerate the vesting of the options
granted in contemplation of the D'Amato Agreement, which options
shall remain exercisable through the remainder of its original 5
year term.

Mr. D'Amato, 61, most recently served as the Chief Executive
Officer of Mount Airy Casino Resort in Pennsylvania, from 2007 to
2009, and as Chief Financial Officer of the Seneca Gaming
Corporation in Western New York from 2002 to 2005 and as its Chief
Operating Officer from 2005 to 2007.  During his earlier career in
the gaming industry, Mr. D'Amato served in various executive
capacities with the Trump Entertainment, Park Place and Golden
Nugget organizations.  From 1970 to 1975, Mr. D'Amato was a Senior
Auditor at Ernst & Young.  Mr. D'Amato has participated in raising
more than $2 billion in the public and bank finance markets, and
has extensive experience with Sarbanes Oxley and the filing
requirements and regulations of the Securities and Exchange
Commission.  He has been a CPA in New Jersey and Pennsylvania and
received an MS in Taxation from Widener University in 1985, an MBA
(Finance) from LaSalle University in 1978, and a BS in Business
Administration from LaSalle University in 1970.

There are no arrangements between Mr. D'Amato and any other person
pursuant to which Mr. D'Amato was selected as Chief Financial
Officer, nor are there any transactions to which the Company was
or is a participant and in which Mr. D'Amato has a material
interest subject to disclosure under Item 404(a) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as amended.
Mr. D'Amato has no family relationship with any director or
executive officer that would otherwise be subject to disclosure.

Moreover, on September 11, the Company entered into a consulting
agreement with Ralph J. Bernstein, effective September 1, pursuant
to which Mr. Bernstein has agreed to make himself available at all
times to provide the Company with certain consulting services.  In
consideration of the services to be performed under the Bernstein
Agreement, the Company has agreed to (i) pay to Mr. Bernstein
$12,500 per month and (ii) grant to Mr. Bernstein an option to
purchase 500,000 shares of the Company's common stock pursuant to
the Company's 2005 Equity Incentive Plan, vesting September 1,
2010.  The term of the Bernstein Agreement expires on August 31,
2010.

As reported by the Troubled Company Reporter, Empire Resorts on
August 20, 2009, made the interest payment to the Bank of New
York, as trustee, on the Company's 5-1/2%, senior convertible
notes of $2.6 million that was due on July 31, 2009.  The interest
payment was made within the time period permitted pursuant to the
indenture governing the Notes.

On July 29, 2009, as reported by the TCR, The Park Avenue Bank
delivered a notice to The Bank of New York advising that, as a
result of the occurrence of the event of default under the loan
agreement with The Park Avenue Bank, a standstill period has
commenced under the intercreditor agreement with respect to the
collateral.

The standstill period will continue until the earlier to occur of
(i) The Park Avenue Bank's express waiver or acknowledgement of
the cure of the applicable event of default in writing or the
occurrence of the discharge of the Loan Agreement secured
obligations, and (ii) the date that is 90 days from the date of
the Bank of New York's receipt of the standstill notice.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


EMPIRE RESORTS: To Hold Shareholders' Meeting on Kien Huat Deal
---------------------------------------------------------------
Empire Resorts, Inc., will hold a special meeting of stockholders
for these purposes:

     (1) To approve the issuance of 27,701,852 shares of the
         Company's common stock, par value $0.01 per share, to
         Kien Huat Realty III Limited, a corporation organized
         under the laws of the Isle of Man, for consideration of
         $44 million, pursuant to the Investment Agreement, dated
         August 19, 2009, by and between the Company and the
         Investor, as well as the issuance of any additional
         shares of Common Stock to the Investor as may be
         necessary pursuant to certain matching rights provided
         for under the Investment Agreement;

     (2) To approve an amendment to the Company's Certificate of
         Incorporation, as amended, to increase the Company's
         authorized capital stock from 80,000,000 shares,
         consisting of 75,000,000 shares of Common Stock and
         5,000,000 shares of preferred stock, par value $0.01 per
         Share, to a total of 100,000,000 shares, consisting of
         95,000,000 shares of Common Stock and 5,000,000 shares of
         Preferred Stock;

     (3) To approve an amendment of the Company's Amended and
         Restated 2005 Equity Incentive Plan to increase the
         number of shares of its Common Stock subject to the 2005
         Equity Incentive Plan by 2,000,000 shares to 10,500,000
         Shares;

     (4) To approve the grant to Au Fook Yew of an option to
         purchase 750,000 shares of Common Stock and the issuance
         of up to 250,000 shares of Common Stock to Mr. Au
         pursuant to certain matching rights provided for under
         the Investment Agreement in accordance with the
         applicable NASDAQ Marketplace Rules; and

     (5) To transact such other business as may properly be
         brought before the Special Meeting or any adjournment or
         postponement thereof.

The board of directors of the Company has unanimously approved and
declared advisable each of the KHRL III Share Issuance,
Certificate Amendment, 2005 Equity Plan Amendment and the Au
Issuance.

No specific date for the Special Meeting has been set yet.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


ENERGY TRANSFER: Fitch Says FERC Settlement is Favorable
--------------------------------------------------------
Fitch Ratings finds the order issued by the Federal Energy
Regulatory Commission (FERC) approving a settlement between its
Enforcement Litigation Staff and Energy Transfer Partners, L.P.
(Issuer Default Rating of 'BBB-'; Outlook Stable by Fitch) to be
favorable for ETP and for Energy Transfer Equity, L.P. (rated
'BB-'; Outlook Stable), owner of ETP's general partner interest.
The settlement resolves all claims asserted against ETP arising
from alleged manipulation of natural gas prices.

Under the terms of the settlement ETP agrees to pay a $5 million
civil penalty and establish a $25 million fund to be available to
pay third parties who were harmed by the alleged manipulation.
The settlement requires that FERC dismiss all claims against ETP
and terminate its investigations relating to the case.  ETP
neither admits nor denies the claims in the proceeding.

Penalties sought by FERC initiated under its July 2007 show cause
order against ETP totaled nearly $200 million.  Investor
uncertainty resulting from the FERC allegations had been a
negative credit consideration for Fitch in its analysis of the
company.  In the months following FERC's show cause order, ETP's
bond spreads widened noticeably.  The increasing cost of capital
was a concern given the significant level ETP's future organic
growth spending.  While future third party suits may be brought
against ETP, the FERC settlement significantly limits the
company's potential financial exposure.

Fitch's rating and Stable Outlook reflect the increasing scale,
scope and diversity of ETP's operations, its strong historical
quantitative credit measures, conservative distribution policy,
favorable regional natural gas supply position from expanding
Shale developments, and the expected benefits of ongoing
contractually supported pipeline expansions.  ETP's credit
measures remain consistent with its peer group of investment grade
master limited partnerships.  However, a substantial capital
spending program and the negative effect of low natural gas prices
on its processing operations and pipeline efficiency sale profits
has resulted in debt leverage ratios above historical norms.


ESCADA AG: 717 GFC's Wants Lift Stay to End U.S. Unit Lease
-----------------------------------------------------------
717 GFC LLC asks the Court to lift the automatic stay imposed
pursuant to Section 362(d) of the Bankruptcy Code to allow it to
terminate a lease agreement with Escada (USA) Inc., as tenant,
with respect to premises located at 717 Fifth Avenue, in New
York.

Pursuant to a written guaranty, Escada AG in Germany is the
parent company of Escada USA and is the guarantor of the Lease,
according to Dennis H. McCoobery, Esq., at Stempel Bennett Claman
& Hochberg, P.C., in New York.

Escada AG filed for insolvency in Germany on August 13, 2009.
Hence, before the August 14, 2009 Petition Date of Escada USA, an
event of default had occurred under the terms of the Lease, which
triggers a termination of that Lease, Mr. McCoobery asserts.

"We will not try to anticipate herein whether or how [Escada USA]
might assert that it wishes to 'cure' the Lease default," Mr.
McCoobery says, on behalf of 717 GFC, as landlord under the
Lease.  Instead, 717 GFC contends that against this backdrop, it
has met its prima facie burden of showing "cause" to allow
termination of the Lease.

                          About ESCADA AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.


ESCADA AG: Potential Buyer Wants Gerloff Out Due to Conflict
------------------------------------------------------------
Nickolaus Becker, a potential investor of Escada AG, is "at
loggerheads" with the Company and wants to drive out insolvency
administrator Dr. Christian Gerloff out of the process involving
the sale of Escada AG's assets, Just-style.com reported on
September 21, 2009, citing German newspaper Handelsblatt.

The conflict arose over the treatment of Mr. Becker's wife, who
works at Escada and has actively supported his bid, according to
the report.

More than 10 parties, including equity firms from Germany and
abroad, have reportedly considered making cash infusion to Escada
AG.  Mr. Becker is the only party to have publicly informed Dr.
Gerloff of his interest in the Escada assets.

                          About ESCADA AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.


ESCADA AG: U.S. Creditors Committee Proposes OSH&R as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Escada (USA)
Inc.'s case seeks the U.S. Bankruptcy Court's authority to retain
Otterbourg, Steindler, Houston & Rosen, P.C., as its counsel,
effective as of September 8, 2009.

LoriAnn Curnyn, on behalf of Baverische Hypo-und Vereinsbank AG,
co-chairperson of the Creditors' Committee, notes that given
OSH&R's extensive experience in, and knowledge of, business
reorganizations under Chapter 11 restructuring, the firm is
qualified to represent the Committee in the Chapter 11 case of
Escada USA Inc. in a cost-effective, efficient and timely manner.

As counsel to the Committee, OSH&R is expected to:

  (1) assist and advise the Committee in its consultation with
      the Debtor relative to the administration of the Chapter
      11 case;

  (2) attend meetings and negotiate with the representatives of
      the Debtor;

  (3) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

  (4) assist the Committee in the review, analysis and
      negotiation of any plan of reorganization and to assist
      in the review, analysis and negotiation of the disclosure
      statement;

  (5) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

  (6) take all necessary action to protect and preserve the
      interests of the Committee, including (i) if appropriate,
      possible prosecution of actions on its behalf, (ii) if
      appropriate, negotiations concerning all litigation in
      which the Debtor is involved, and (iii) if appropriate,
      review and analysis of claims filed against the Debtor's
      estate;

  (7) generally prepare on behalf of the Committee all necessary
      motions, applications, answers, orders, reports and papers
      in support of positions taken by the Committee;

  (8) appear, as appropriate, before the Bankruptcy Court, the
      Appellate Courts, and the United States Trustee, and
      protect the interests of the Committee; and

  (9) perform all other necessary legal services in the Debtor's
      Chapter 11 case.

OSH&R's professionals will be paid according to the firm's
hourly rates, which are

          Designation                  Hourly Rate
          -----------                  -----------
          Partner/Counsel              $525 to $835
          Associate                    $245 to $550
          Paralegal                    $175 to $205

The firm will also be reimbursed for necessary and actual out-of-
pocket-expenses related to its engagement with the Committee.

Melanie L. Cyganowski, Esq., a member of OSH&R, discloses that
her firm has not and will not represent participants in
connection with the Debtor's case.  OSH&R has not agreed to share
(i) any compensation it may receive with another party or person,
other than with the firm's members and associates, or (ii) any
compensation another person or party has received or may receive.

Ms. Cyganowski adds that OSH&R will work closely with other
representatives of the Debtor and other professionals retained by
the Creditors' Committee to ensure that there is no unnecessary
duplication of services performed or charged to the Debtor's
estate.

OSH&R is a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code, Ms. Cyganowski maintains.

                          About ESCADA AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.


ESCADA AG: U.S. Trustee Amends Creditors Committee Members List
---------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, amended
on September 21, 2009, the list of members of the Official
Committee of Unsecured Creditors in Escada (USA) Inc.'s Chapter
11 case.

The Creditors' Committee members, as amended, are:

(1) Bayerische Hypo-und Veriensbank
     c/o William H. Schrag
     Duane Morris
     1540 Broadway
     New York, NY 10036
     Tel.: 212-692-1049
     Fax: 212-202-7555

(2) The Bank of New York Mellon Trust Company, N.A.
     c/o Stephanie Wickouski
     Drinker Biddle & Reath LLP
     140 Broadway - 39th Floor
     New York, NY 10005
     Tel.: 212-248-3170
     Fax: 212-248-3141

(3) Basil David Postan
     c/o Edward Sassower
     Kirkland & Ellis LLP
     601 Lexington Avenue
     New York, NY 10022
     Tel.: 212-446-4800
     Fax: 212-446-4900

Century Direct LLC of Long Island City, New York, and Specialty
Transport Solutions Int'l Inc., of Berlin, Connecticut, have been
removed from Committee members list.

                          About ESCADA AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.


EXTENDED STAY: Court OKs Examiner to Probe on Prepetition Deals
---------------------------------------------------------------
Bankruptcy Judge James Peck has approved the U.S. Trustee's
request for an examiner who will probe Extended Stay Hotels Inc.'s
deals with lenders before it filed for bankruptcy, Erik Larson at
Bloomberg News reported.

Diana Adams, the U.S. Trustee for Region 2, asked for an examiner
to investigate into the events and circumstances that lead to the
bankruptcy filing of Extended Stay.  Ms. Adams wants a probe on
the structuring, negotiation and closing of the acquisition of the
Debtors in 2007 by an investment consortium led by Lightstone
Group LLC Chairman David Lichtenstein.

Mr. Lichtenstein acquired the Debtors from Blackstone Group LP in
April 2007 through a $7.4 billion secured loan he availed from
Wachovia Bank N.A., Bank of America N.A, and Bear Stearns
Commercial Mortgage Inc.  The $7.4 billion loan consisted of a
$3.3 billion "mezzanine" loan and a $4.1 billion mortgage loan.

The U.S. Trustee's request came after some groups threw
allegations of fraud and dishonesty against Mr. Lichtenstein and
the lenders.  Those groups, which include Line Trust Corporation
Ltd. and Deuce Properties Ltd., accused the lenders of inducing
Mr. Lichtenstein to put the Debtors in bankruptcy to push junior
loan holders out of the money.  In return, the lenders allegedly
promised to indemnify Mr. Lichtenstein against $100 million in
liabilities and provide another $5 million to fight claims that
might be asserted by junior lenders.

"We welcome the opportunity for the investigation so the
examiner can disabuse people of the notion that there was
anything inappropriate about the circumstances surrounding the
filing," Extended Stay's lawyer, Jacqueline Marcus, said after
the Sept. 22 hearing.

                        About Extended Stay

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

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

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

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


FIRE DISTRICT INSURANCE: A.M. Best Assigns FSR at "B"
-----------------------------------------------------
A.M. Best Co. has assigned a financial strength rating (FSR) of B
(Fair) and issuer credit ratings (ICR) of "bb+" to Fire Districts
Insurance Group (FDI) and two members.  The ratings apply to FDM
Preferred Insurance Company, Inc. and Fire Districts Insurance
Company, Inc.  Concurrently, A.M. Best has affirmed the FSR of B
(Fair) and ICR of "bb+" of Fire Districts of New York Mutual
Insurance Company, Inc.  All companies are domiciled in Chestnut
Ridge, NY.  The outlook for all ratings is stable.

The ratings reflect FDI's adequate capitalization, high member
retention, implementation of strict underwriting and loss control
guidelines, along with above average operating returns from its
relatively small and closely monitored direct book of business.
Partially offsetting these positive rating factors are FDI's
elevated underwriting leverage, its current geographic
concentration and a small amount of matured open claims from the
out-of-state program that was discontinued over six years ago.

The ratings also reflect the company's niche focus and market
leadership position in underwriting workers' compensation coverage
for volunteer emergency services organizations.  FDI estimates
that it insures approximately one-third of all volunteer
firefighters in New York State.  Furthermore, the ratings take
into consideration FDI's return to its core business, which has
resulted in increasing profitability and operating stability.

One important aspect of the company's risk management program is
the training and certification of health and safety officers,
which was implemented in 2005.  The program has been successful
with the certification of over 300 new officers.

A.M. Best remains concerned with the possibility of further
adverse experience given the longer-tail nature of the business
and will continue to monitor the future impact on profitability.
A.M. Best is encouraged by management's implementation of rate
increases and more stringent loss control and underwriting
strategies.


FONTAINEBLEAU LV: Committee Wants Protective Order on Deposition
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Fontainebleau Las Vegas LLC asks the Court for a
protective order with respect to the Notice of 30(b)(6) Deposition
and request for production of documents duces tecum served by the
Term Lender Steering Group to the Committee.

The Contractor Claimants served discovery requests upon the Term
Lender Steering Group, which discovery requests were cross-
noticed by the Committee.  The discovery sought information
relating to the liens and panoply of rights proposed to be
granted to the Steering Group in connection with the Final Cash
Collateral Order.

Because the Steering Group sought discovery from the Committee in
connection with the Notice, and because the Final Cash Collateral
Hearing is apparently not going forward, the Deposition Notice
and the discovery sought therein is moot, counsel to the
Committee, Paul J. Battista, Esq., at Genovese Joblove &
Battista, P.A., in Miami, Florida, asserts.

Moreover, Mr. Battista says, the Committee members do not have
knowledge of the information requested in the Deposition Notice
independent of what has been communicated to them by counsel.
Accordingly, discovery of the topics requested by the Steering
Group would be covered by the attorney-client privilege, Mr.
Battista avers.

Mr. Battista argues that the Deposition Notice also violates
Local Rule 7030-2, which requires at least 10 business days'
notice of an out of state witness deposition.  No Committee
member resides in Florida, he says.  The deposition was scheduled
to take place in Fort Lauderdale.

Mr. Battista further asserts that the discovery sought upon the
Committee is harassment at best.  According to Mr. Battista, the
Steering Group considers the Committee to be an irrelevant party
in the Chapter 11 cases and has refused to authorize the use of a
single penny of its cash collateral for the Committee and its
professionals, but would have the Committee expend significant
resources responding to discovery that is either protected by
privilege or otherwise available from other sources.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Court Denies Term Lenders Request for Probe
------------------------------------------------------------
An ad hoc group of term lenders asked the Court to direct a
representative from Fontainebleau Las Vegas to appear for an
examination on or before September 16, 2009, and to produce
documents in advance of any examination no later than
September 15, 2009.

The Steering Group argues that the hearing on the Debtors' use of
cash collateral scheduled for September 16, 2009, and the Term
Lender Steering Group requires the documents and testimony in
order to be able to challenge the evidence that the Debtors or
other objecting parties may attempt to present or proffer at the
final hearing on the cash collateral use.

The Steering Group said it has contacted counsel for the Debtors
regarding request, but has been unable to reach an agreement on
the issue.

In its memorandum filed in Court, the Steering Group asked the
Court to include Contractor Claimants and the Official Committee
of Unsecured Creditors on its Motion.  The Steering Group
explained that it is the Contractor Claimants that have initiated
the dispute by the issuance of substantial discovery on very
short notice.

However, the Court denied the Steering Group's request.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Penn National May Buy Casino & Resort
-------------------------------------------------------
Penn National Gaming Inc. is negotiating with Fontainebleau Las
Vegas, LLC, to buy the troubled casino and resort, The Wall Street
Journal reported, citing a person with knowledge of the
negotiations.

The report said that the two parties have been in talks for three
months and haven't reached a deal.  Talks could still fall apart
at any moment, the report added.

As previously reported, the Project is 70% complete.

The Wall Street Journal said the person with knowledge of the
situation pointed out that Fontainebleau Las Vegas and Penn
National were working on coming to terms.

Buying the Fontainebleau Las Vegas would immediately vault Penn
on the industry's center stage, and place it in direct
competition with the biggest gambling operators in the world, the
Journal said.

However, the Journal notes that several industry insiders are
skeptical about whether an acquisition of Fontainebleau Las Vegas
makes financial sense.  The report said that even if a buyer
assumed Fontainebleau Las Vega's $1.6 billion debt at a steep
discount, it would still cost an estimated $1.5 billion to finish
the Project.

Penn National Gaming owns and operates gaming and racing
facilities with a focus on slot machine entertainment.  The
Company presently operates 19 facilities in 15 jurisdictions in
the United States and Canada.  In aggregate, Penn National's
operated facilities feature over 26,300 gaming machines,
approximately 400 table games, over 2,000 hotel rooms and over
959,000 square feet of gaming floor space.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Seeks to Continue Cash Use Until Oct. 5
---------------------------------------------------------
To recall, under the prior cash collateral orders entered by the
Bankruptcy Court, the prepetition lenders consented to
Fontainebleau Las Vegas' use of approximately $20 million of Cash
Collateral.  As a result of the Debtors' implementation of
austerity measures and efficient operations, approximately
$3.73 million of the $20 million Cash Collateral remains unspent
and in the DIP Account established by the Debtors.

The Debtors tell the Court that they do not seek to use any
additional Cash Collateral beyond that already authorized by the
Prior Cash Collateral Orders, but rather seek authority, over an
additional three week period from September 16, 2009, ending
October 5, 2009, to utilize the funds remaining in the DIP
Account to preserve and protect the "Tier A" casino hotel resort
-- the Project -- pending negotiation of a transaction with a
potential buyer.

The Debtors note that they did not draw the $1.3 million of Cash
Collateral they were authorized to under the Fourth Interim Cash
Collateral Order as they were able to utilize previously drawn
but unused Cash Collateral.  Consequently, approximately
$3.73 million remains unspent and in the DIP Account established
by the Debtors.  Thus, only approximately $18.7 million of Cash
Collateral was put into the Debtors' operating accounts, and of
that, the Debtors only expended approximately $15 million and
they continue to have approximately $3.7 million on hand.  By
this Motion, the Debtors seek use of only $2.9 million of the
amount on hand.

As a result of the August 25, 2009 order issued by the United
States District Court for the Southern District of Florida that
denied the Debtors' request for summary judgment against the
Prepetition Revolver Lenders, it seems less likely that the
mediation process will result in a global resolution, the Debtors
note.  Accordingly, the Debtors have been intensely focused on
forging a transaction to facilitate completion of the Project
independent of resolution of the Revolver Litigation.  As of
September 14, 2009, the Debtors received preliminary draft term
sheets for debtor-in-possession financing and for a sale
transaction.

The sale of the Project represents a complex transaction which is
further complicated by both (i) the present inability of the
Debtors to include the Retail Component in a transaction because
Retail remains outside of bankruptcy and (ii) the difficulty that
any purchaser will face in the current credit environment
obtaining financing to complete the Project.  The term sheet for
DIP financing which the Debtors received provides financing for
Retail Chapter 11 expenses.

The Proposed Fifth Interim Cash Collateral Order includes
Adequate Protection Obligations previously approved by the Court
including:

  (a) a Priming Lien in favor of the Prepetition Lenders solely
      to the extent of diminution in Cash Collateral;

  (b) a limited waiver of the Debtors' surcharge rights
      under Section 506(c) of the Bankruptcy Code in respect of
      Cash Collateral utilization;

  (c) a superpriority claim pursuant to Section 507(b); and

  (d) certain reporting and access obligations.

A full-text copy of the Proposed Fifth Interim Cash Collateral
Order and the accompanying Budget is available for free at:

   http://bankrupt.com/misc/FB_5thPInterimCashCollOrd.pdf
   http://bankrupt.com/misc/FB_Budget_Sept16toOct5.pdf

At the hearing to consider entry of the Proposed Fifth Interim
Cash Collateral Order, the Court will also consider entry of
final orders in respect of the Debtors' the Prior Interim Cash
Collateral Orders as provided under a Motion, which was granted
by the Court, to continue the September 10, 2009 hearing to
consider entry of a final order on the Prior Interim Cash
Collateral Orders.

     Objections to Proposed Fifth Interim Cash Collateral

Aurelius Capital Management, LP; the Term Lender Steering Group;
and the Official Committee of Unsecured Creditors object to the
entry of the proposed Fifth Interim Cash Collateral Order saying
that (i) the Prior Cash Collateral Orders expressly provide that
the use of cash collateral authorized under the orders terminates
on the Outside Date, and nothing in the Prior Cash Collateral
Orders permits the sort of "carry-over" benefit the Debtors
appear to be claiming they have, and (ii) the Debtors are now
seeking authority to use the Term Lenders' cash collateral
without the consent of the entity having an interest in the
collateral, and the Term Lenders, who are clearly undersecured,
have not been offered any additional collateral.

The Committee objects to the waivers, releases, challenge
deadlines and panoply of other rights and benefits afforded to
the Term Lenders to the extent a further interim order will be
entered on the Cash Collateral Motion.  The Committee asks the
Court that the deadline to challenge the Term Lenders' liens be
extended for 30 days to December 15, 2009, in connection with a
further interim order on cash collateral pursuant to the Cash
Collateral Motion.

The Term Lender Steering Group asserts that any approval by the
Court of use of cash should be limited to the bare minimum
necessary to provide security and prevent vandalism or
destruction, and even that use must be subject to entry of a
final order granting all of the benefits, rights, remedies and
protections granted to the Steering Group under the Prior Interim
Cash Collateral Orders.

           Objections to Prior Cash Collateral Orders

Contractor Claimants; The Term Lender Steering Group; The
Official Committee of Unsecured Creditors; The M&M Lienholders;
Aurelius Capital Management, LP; and Bank of Scotland plc, HSH
Nordbank AG, New York Branch, QTS Logistics, Inc., the Lien
Claimants, and Fisk Electric Company filed responses and
objections to the final hearing with respect the Prior Cash
Collateral Orders.

The Contractor Claimants aver that they are somewhat in the dark
about what terms for the final use of cash collateral are going
to be proposed at the Hearing.  They said they are at a bit of a
loss as to exactly what they are objecting to regarding the
Debtors' Notice of Final Hearing on the Motion since the Steering
Group has not circulated a final draft of a proposed order, nor
have they indicated what protections they will seek, if any,
regarding the final use of cash collateral.  The Notice of Final
Hearing does not state the relief being requested, adds the M&M
Lienholders.  Aderholt Specialty Company, Inc., shared the
Contractor Claimants' and the M&M Lienholders' sentiments.
Colasanti Specialty Services, Inc. supports the objection raised
by the M&M Lienholders.

According to the Term Lender Steering Group, it does not consent
to the use of cash collateral beyond September 17, 2009.  Since
September 11, 2009, the Term Lender Steering Group said it has
not received any proposal from the Debtors for use of cash
collateral accompanied with the adequate protection required by
law.  If a proposal were to be made, the Term Lender Steering
Group would require sufficient time to consider its terms and
respond.

The Official Committee of Unsecured Creditors once again raised
its continuing objection to the terms of the Debtors' request to
use of cash collateral without a carve out for Committee
professionals, as proposed in the Cash Collateral Motion and in
Prior Interim Cash Collateral Orders.

Aurelius Capital Management, LP, for its part, pointed out that
the Debtors have not obtained the consent of the Term Lenders.
Therefore, the Debtors may not use cash collateral unless they
demonstrate that the interests of the Term Lenders are adequately
protected.

Bank of Scotland plc, HSH Nordbank AG, New York Branch, QTS
Logistics, Inc., the Lien Claimants, and Fisk Electric Company
also expressed their disapproval on the matter.

                 Steering Group's Reply to the
                  Cash Collateral Objections

The Term Lender Steering Group says that the objections to the
entry of the Final Order appear, in large part, designed to re-
litigate and even unravel the benefits, rights, remedies and
protections granted to the Prepetition Secured Parties under the
Prior Interim Cash Collateral Orders, and upon which the Term
Lenders relied in granting consent of the Term Lenders to the use
of their cash collateral.

The Steering Group says that there is no basis for any party to
object to entry of the Final Order, other than perhaps with
respect to the provision seeking a waiver of the Debtors' rights
under Section 506(c) for the entire bankruptcy cases.  Mr.
Goldberg says that even with respect to that provision, the Final
Order should be entered as proposed.  Any other result that
treats "interim" orders as subject to revision with respect to
the benefits, rights, remedies and protections granted with
respect to the use during the interim period would discourage
lenders from granting consent to use of cash collateral or
providing financing and, by so doing, harm the Chapter 11
process, Mr. Goldberg relates.

Aurelius responded arguing that the notion that a secured lender
should be precluded from challenging the provisions of a proposed
final order authorizing the use of that secured lender's cash
collateral is misguided and extremely troubling.  If "interim
order" has any meaning, it has to be that the relief is granted
on an interim, not a final, basis, Aurelius asserts.

The M&M Lienholders maintain that the Court should not enter a
final cash collateral order which gives the Term Lenders liens,
which prime the liens of the M&M Lienholders or other lien
claimants or which imposes upon the lien claimants the obligation
to file an adversary proceeding or a proof of claim by a date
certain without granting relief from the automatic stay.

Aderholt Specialty Company, Inc. and CECO Concrete Construction,
LLC support the statement of the M&M Lienholders.

            Court Issues Order, Sets Final Hearing on
                     Cash Collateral Use

The Court entered, on September 18, 2009, a Cash Collateral Order
authorizing the nonconsensual use of Cash Collateral pursuant to
Section 363 of Bankruptcy Code, and providing adequate protection
to prepetition secured parties pursuant to Sections 361, 363, and
364 of the Bankruptcy Code.

At the Interim Hearing held September 16, the Debtors presented
an Amended Budget which supersedes the Budget and whereby the
Debtors reduced the amount of Cash Collateral they seek to use.

Subject to all of the terms set forth in the Fifth Interim Cash
Collateral Order, the Debtors are authorized, pursuant to Section
363(c)(2)(A) and Section 363(c)(2)(B), to use the Cash Collateral
solely and exclusively in these amounts and purposes, from
September 18 until the earliest to occur of (a) the date that the
Fifth Interim Cash Collateral Order or a Final Order ceases to be
in full force and effect, or (b) the occurrence and continuation
of a "Termination Event":

  (a) Payroll and Payroll Taxes requested in the aggregate
      amount of $380,500, to compensate the Debtors' employees
      are allowed in the amount of $130,000 and a hearing is set
      for September 23, 2009, at 3:00 p.m. at which time the
      Court will review each individual payroll item to
      determine how much of the requested amounts should be
      allowed;

  (b) Benefits in the amount of $90,500 for employment benefits
      provided to the Debtors' present employees, as well as
      COBRA benefits in respect of the former employees;

  (c) Employee Expense Reimbursement totaling $37,500;

  (d) Office & Operating Supplies totaling $7,500;

  (e) Maintenance Contracts totaling $57,125 for
      vendors providing service and maintenance of equipments,
      pest control, copier machines, and offsite storage of
      records relating to the Project;

  (f) Estate Professional Services, Kurzman Carson Consultants,
      the Court Approved Noticing Agent, in the amount of
      $75,000, as well as these estate professionals all of whom
      the Debtors argue are necessary to in reaching agreement
      for the disposition of the Project, whether under a sale
      or under a plan:

      * Bilzin Sumberg - $320,000;

      * Gaming Counsel - $15,000;

      * Nevada Mechanic Lien Counsel - $50,000;

      * Auditors - $90,000;

      * LEED Counsel - $50,000;

      * Zoning Counsel - $5,000.

      * Investment Bankers in the requested aggregate amount of
        $192,500.  The Court was not of the impression that the
        item is required at this time.  The Court will further
        consider the item at the hearing set on September 23;

  (g) Security Expense totaling $60,000 to safeguard
      the Project;

  (h) Professional Services totaling $44,625 for certain
      ordinary course consultants;

  (i) Postage and Freight totaling $2,250;

  (j) Telephone Expense totaling $12,600;

  (k) Warehouse/Office Rent totaling $44,125 for postpetition
      monthly rent under an unexpired lease of seven acres of
      real property inclusive of a 50,000 square foot warehouse
      and 10,000 square feet of office space;

  (l) Warehousing Costs totaling $150,000;

  (m) Relocation Expenses requested in the aggregate amount of
      $200,000 to relocate Collateral consisting of equipment
      and other property from the "staging area" to the Project
      site to avert monthly rental charges in the amount of
      $350,000;

  (n) Storage Expenses totaling $32,330 for the monthly rental
      expense for the warehouse where the Debtors' store
      Collateral consisting of furniture, fixtures, and
      equipment to be installed at the Project;

  (o) Sales Center Rent Expense totaling $90,000 for
      postpetition rent in respect of the Debtors' sales center
      which the Debtors advise that a prospective purchaser with
      whom it is currently in negotiations has specifically
      requested it will wish to have assumed and assigned to it.
      The item is approved on Debtor's representation that it
      increases the value of Debtor's property.

  (p) TWC Related Costs totaling $262,200 relating to payments
      to Turnberry West Construction, Inc., to maintain and
      preserve the Project, including:

      * Fire Watch Expenses totaling $17,800;

      * Union Benefits Expenses totaling $11,400;

      * Utilities Expenses totaling $90,000;

      * Dewatering Pump Expenses totaling $15,000;

      * Leasing & Operating Supplies Expenses totaling $3,000
        relating to supply expenses at the Project site; and

      * Salary Expense totaling $113,000.  A hearing is set for
        September 23, 2009, 3:00 p.m. at which time the Court
        will review each individual payroll item to determine
        how much of the requested amounts should be allowed;

  (q) Utilities Expenses totaling $22,500;

  (r) Fees and Permit Expenses totaling $3,000;

  (s) Critical Vendor Payments totaling $263,500 for payments
      (i) to Microsoft totaling $71,000 for the Debtors'
      accounting and recordkeeping software, as was previously
      approved by the Court, (ii) for postpetition services to
      be provided by West Chemicals in the aggregate amount of
      $12,500 for chemicals used to maintain the coolers at the
      Project, (iii) Quality Transportation Services in the
      aggregate amount of $150,000 for monthly warehouse rental
      charges, (iv) Petroleum Supplies in the aggregate amount
      of $10,000 for fuel necessary to operate the Project
      generator, and (v) Z Glass in the aggregate estimated
      amount of $20,000 for the replacement of glass windows
      located at the Project; and

  (t) Repairs and Maintenance Expenses totaling $90,000.

In the event any of the approved expenditures are inconsistent
with the Amended Budget, approved expenditures will govern and
limit the Debtors' authority to use Cash Collateral.

Accordingly, "Termination Event" will constitute any of these
events:

  * October 5, 2009;

  * any Debtor fails to comply with any of the terms of the
    Fifth Interim Cash Collateral Order;

  * the occurrence of a Termination Event under the Prior Cash
    Collateral Orders; and

  * the cumulative aggregate cash disbursements exceed 105% of
    cumulative aggregate amount of cash disbursements authorized
    by the Fifth Interim Cash Collateral Order during the
    Interim Cash Collateral Period.

Neither the filing of the Cash Collateral Motion, the entry of
the Fifth Interim Cash Collateral Order, nor any of the
provisions will constitute a Termination Event under any of the
Prior Cash Collateral Orders.

A final hearing on the Cash Collateral Motion will be held on
October 1, 2009, at 3:30 p.m. to consider entry of a Final Order.
Objections to entry of the Final Order are due not later than
4:30 p.m. on that same day.

A full-text copy of the latest Interim Cash Collateral Order is
available for free at

    http://bankrupt.com/misc/FB_5thInterimCashCollOrd.pdf

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FORD MOTOR: Canadian Unit Facing C$1.8-Bil. Pension Shortfall
-------------------------------------------------------------
The Globe and Mail reports that Ford Motor Co. of Canada Ltd. is
facing a C$1.8-billion shortfall in its pension plan.  The pension
plan held assets of C$2.91-billion as of Dec. 31, 2008, which
would cover just 62% of the liabilities if the plan were wound up,
a letter by Ford to employees and retirees said, according to the
Globe and Mail.

While Ford Canada and its parent Ford Motor Co. did not seek a
bailout by taxpayers in either Canada or the United States, the
automaker wants the Canadian Auto Workers union to provide it with
the same pension relief it gave to the Canadian units of General
Motors Co. and Chrysler Group LLC.

"Prudent management of Ford's pension plans is important to the
future success of Ford in Canada and cash conservation is more
important than ever," Ford said in its letter to employees and
retirees.

The Globe and Mail relates that the pension shortfall is a
demonstration that the healthiest of the Detroit Three auto makers
in Canada has been unable to avoid one of the biggest financial
problems that caused its closest competitors to seek government
financial help.  Chrysler and General Motors sought a bailout from
the Canadian and U.S. Governments and were sent to bankruptcy to
cleanse their balance sheets.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                           *     *     *

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

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


FORUM HEALTH: Walter Pishkur Leaves President & CEO Post
--------------------------------------------------------
Vindy.com reports that Walter Pishkur resigned as Forum Health
president and chief executive officer, effective September 21,
after taking the post in 2008.

According to Vindy.com, Mr. Pishkur is expected to stay on as an
advisor.

Vindy.com relates that Heather Lennox, MBIA Insurance Corp.'s
lawyer, said that creditors worked to develop their own proposed
bankruptcy reorganization plan and planned to ask the judge to
appoint a trustee with health-care expertise to operate Forum
Health.  MBIA Insurance is one of Forum Health's creditors.

Mr. Pishkur had said that Forum Health would object to the
appointment of a trustee, Vindy.com states.

Citing Ms. Lenox, Vindy.com says that the creditors will seek
implementation of a previously developed plan for the sale or
closing of Northside Medical Center, the most financially troubled
of Forum Health's unit.

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.


FRANK MILTON MANN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Frank Milton Mann
        6300 Old National Pike
        Boonsboro, MD 21713

Bankruptcy Case No.: 09-27781

Chapter 11 Petition Date: September 21, 2009

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

Debtor's Counsel: Linda D. Regenhardt, Esq.
                  Gary & Regenhardt PLLC
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182
                  Tel: (703) 848-2828
                  Email: lregenhardt@garyreg.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 $3,275,305,
and total debts of $1,916,902.

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

            http://bankrupt.com/misc/mdb09-27781.pdf

The petition was signed by Mr. Mann.


FREEDOM COMMUNICATIONS: Has Dirks Van Essen as Broker
-----------------------------------------------------
Freedom Communications Inc. is seeking approval from the
Bankruptcy Court to hire Dirks Van Essen & Murray to shop for a
buyer for the Debtor's properties in Phoenix.  The broker will
pursue the possible sale of the Tribune and its several other
Valley publications.

Freedom Communications said that the hiring won't impact day-to-
day operations and is part of its pursuit to explore all strategic
options.

Prior to the bankruptcy filing, Freedom reached a deal with
lenders on terms of a proposed Chapter 11 plan.  Under that plan,
lenders, owed $771 million, will receive $325 million in two
secured term loans plus 100% of the stock, subject to dilution.
Unsecured creditors would split $5 million in cash if they don't
object to the plan, and nothing if they object.  Suppliers who
continue to provide goods and services will receive full payment
for their prepetition claims.  Existing stockholders would get 2%
of the new stock, along with warrants for 10%, if they don't
object to the plan.  The Plan Support Agreement will be terminated
by the lenders if the Debtors do not obtain confirmation of the
Plan within five months.  Deadline to consummate the Plan is 11
months after the Petition Date.  A copy of the Plan Support
Agreement is available for free at:

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

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than 3
million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FRONTIER COMMUNICATIONS: Note Upsizing Won't Affect S&P's Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Stamford,
Connecticut-based Frontier Communications Corp.'s (BB/Stable/--)
$600 million of 8.125% senior notes due 2018, which was upsized
from $450 million, does not have any impact on the company's 'BB'
corporate credit rating and stable outlook.

S&P's research update dated Sept. 17, 2009, indicated an issue
size of $450 million, but due to favorable market conditions, the
company successfully upsized the deal to $600 million.


GENERAL GROWTH: 82 Units' Schedules of Assets and Liabilities
-------------------------------------------------------------
Eighty-two debtor affiliates of General Growth Properties, Inc.,
disclose assets ranging from $7,882 to $535,665,301 and
liabilities ranging from $2,963 to $4,274,363,92:

Debtor                                  Assets      Liabilities
------                                  ------      -----------
Rouse SI Shopping Center, LLC     $535,665,301     $282,087,086
See http://bankrupt.com/misc/GenGrowth_09_12023SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12023SOFA.pdf

Beachwood Place Mall, LLC          335,600,209      240,837,136
See http://bankrupt.com/misc/GenGrowth_09_12068SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12068SOFA.pdf

GGP-Mall of Louisiana, L.P.        311,354,994      241,501,572
See http://bankrupt.com/misc/09-12018SAL.pdf
See http://bankrupt.com/misc/09-12018SOFA.pdf

The Woodlands Mall Associates,     290,212,116      480,765,436
LLC
See http://bankrupt.com/misc/09-12323SAL.pdf
See http://bankrupt.com/misc/09-12323SOFA.pdf

GGP-North Point, Inc.              267,399,979      216,846,049
See http://bankrupt.com/misc/09-12150SAL.pdf
See http://bankrupt.com/misc/09-12150SOFA.pdf

Tysons Galleria L.L.C.             224,808,475      255,990,381
See http://bankrupt.com/misc/09-12297SAL.pdf
See http://bankrupt.com/misc/09-12297SOFA.pdf

Summerlin Centre, LLC              220,439,006       34,908,115
See http://bankrupt.com/misc/GenGrowth_09_12284SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12284SOFA.pdf

MSM Property L.L.C.                196,174,311      145,915,213
See http://bankrupt.com/misc/09-12201SAL.pdf
See http://bankrupt.com/misc/09-12201SOFA.pdf

Elk Grove Town Center, L.P.        189,131,157       30,858,128
See http://bankrupt.com/misc/09-12005SAL.pdf
See http://bankrupt.com/misc/09-12005SOFA.pdf

GGP-Brass Mill, Inc.               181,568,904      124,095,146
See http://bankrupt.com/misc/09-12134SAL.pdf
See http://bankrupt.com/misc/09-12134SOFA.pdf

GGP-Four Seasons L.L.C.            156,242,646      100,845,090
See http://bankrupt.com/misc/09-12030SAL.pdf
See http://bankrupt.com/misc/09-12030SOFA.pdf

Pioneer Place Limited              161,080,086    1,513,457,746
Partnership
See http://bankrupt.com/misc/09-12229SAL.pdf
See http://bankrupt.com/misc/09-12229SOFA.pdf

Town East Mall, LLC                150,050,522      106,893,122
See http://bankrupt.com/misc/09-12288SAL.pdf
See http://bankrupt.com/misc/09-12288SOFA.pdf

Hulen Mall, LLC                    146,021,199      226,506,636
See http://bankrupt.com/misc/09-12176SAL.pdf
See http://bankrupt.com/misc/09-12176SOFA.pdf

Deerbrook Mall, LLC                141,445,727      76,091,935
See http://bankrupt.com/misc/09-12094SAL.pdf
See http://bankrupt.com/misc/09-12094SOFA.pdf

Collin Creek Mall, LLC             138,722,108       67,369,685
See http://bankrupt.com/misc/GenGrowth_09_12087SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12087SOFA.pdf

Park Mall L.L.C.                   123,501,844      177,500,960
See http://bankrupt.com/misc/09-12219SAL.pdf
See http://bankrupt.com/misc/09-12219SOFA.pdf

Mondawmin Business Trust           121,700,392    1,515,099,135
See http://bankrupt.com/misc/GenGrowth_09_12474SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12474SOFA.pdf

GGP Natick Residence LLC           119,310,734       13,822,024
See http://bankrupt.com/misc/09-12129SAL.pdf
See http://bankrupt.com/misc/09-12129SOFA.pdf

Alameda Mall Associates            115,619,577       68,501,465
See http://bankrupt.com/misc/09-11986SAL.pdf
See http://bankrupt.com/misc/09-11986SOFA.pdf

GGP-Grandville L.L.C.              115,363,155      220,720,384
See http://bankrupt.com/misc/09-11971SAL.pdf
See http://bankrupt.com/misc/09-11971SOFA.pdf

Vista Ridge Mall, LLC              111,907,810       80,744,300
See http://bankrupt.com/misc/09-12310SAL.pdf
See http://bankrupt.com/misc/09-12310SOFA.pdf

Faneuil Hall Marketplace, LLC      108,482,465       94,969,977
See http://bankrupt.com/misc/GenGrowth_09_12108SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12108SOFA.pdf

St. Cloud Mall L.L.C.              105,444,406       84,646,798
See http://bankrupt.com/misc/09-12033SAL.pdf
See http://bankrupt.com/misc/09-12033SOFA.pdf

GGP-Foothills L.L.C.               101,652,631     1,512,095,931
See http://bankrupt.com/misc/09-12137SAL.pdf
See http://bankrupt.com/misc/09-12137SOFA.pdf

Champaign Market Place L.L.C.       89,458,089       196,707,282
See http://bankrupt.com/misc/09-12081SAL.pdf
See http://bankrupt.com/misc/09-12081SOFA.pdf

Chula Vista Center, LLC             87,182,163          291,332
See http://bankrupt.com/misc/09-12085SAL.pdf
See http://bankrupt.com/misc/09-12085SOFA.pdf

New Orleans Riverwalk              85,789,907           317,697
Associates
See http://bankrupt.com/misc/09-11998SAL.pdf
See http://bankrupt.com/misc/09-11998SOFA.pdf

GGP-Moreno Valley, Inc.            83,200,101        89,305,262
See http://bankrupt.com/misc/09-12147SAL.pdf
See http://bankrupt.com/misc/09-12147SOFA.pdf

Fallbrook Square Partners          73,591,710       225,729,301
Limited Partnership
See http://bankrupt.com/misc/09-12104SAL.pdf
See http://bankrupt.com/misc/09-12104SOFA.pdf

VCK Business Trust                 72,316,997        10,526,646
See http://bankrupt.com/misc/GenGrowth_09_12301SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12301SOFA.pdf

Kalamazoo Mall L.L.C.              70,790,683        40,151,010
See http://bankrupt.com/misc/09-12472SAL.pdf
See http://bankrupt.com/misc/09-12472SOFA.pdf

GGP-Newgate Mall, LLC              64,693,363        41,209,137
See http://bankrupt.com/misc/09-12148SAL.pdf
See http://bankrupt.com/misc/09-12148SOFA.pdf

Rouse-Phoenix Corporate            60,061,954        21,017,742
Center Limited Partnership
See http://bankrupt.com/misc/09-12262SAL.pdf
See http://bankrupt.com/misc/09-12262SOFA.pdf

Southlake Mall L.L.C.              58,941,358       100,361,468
See http://bankrupt.com/misc/09-12274SAL.pdf
See http://bankrupt.com/misc/09-12274SOFA.pdf

Harbor Place Associates            58,170,723        50,213,422
Limited Partnership
See http://bankrupt.com/misc/09-12009SAL.pdf
See http://bankrupt.com/misc/09-12009SOFA.pdf

Valley Hills Mall L.L.C.           58,557,149        57,181,692
See http://bankrupt.com/misc/09-12034SAL.pdf
See http://bankrupt.com/misc/09-12034SOFA.pdf

Fox River Shopping Center, LLC     53,531,106       195,711,361
See http://bankrupt.com/misc/09-12113SAL.pdf
See http://bankrupt.com/misc/09-12113SOFA.pdf

River Hills Mall, LLC              49,857,970       225,722,645
See http://bankrupt.com/misc/09-12241SAL.pdf
See http://bankrupt.com/misc/09-12241SOFA.pdf

Greenwood Mall L.L.C.              49,401,261       105,430,932
See http://bankrupt.com/misc/09-12471SAL.pdf
See http://bankrupt.com/misc/09-12471SOFA.pdf

Victoria Ward Entertainment        48,694,927        58,839,924
Center L.L.C.
See http://bankrupt.com/misc/09-12303SAL.pdf
See http://bankrupt.com/misc/09-12303SOFA.pdf

Owings Mills L.P.                  40,435,332     1,512,056,613
See http://bankrupt.com/misc/GenGrowth_09_12217SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12217SOFA.pdf

Rouse-Orlando, LLC                 38,906,058        52,031,982
See http://bankrupt.com/misc/GenGrowth_09_12260SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12260SOFA.pdf

The Howard Hughes Corporation      37,703,230         1,038,900
See http://bankrupt.com/misc/GenGrowth_09_12169SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12169SOFA.pdf

Pioneer Office Limited             37,361,453           140,704
Partnership
See http://bankrupt.com/misc/09-12228SAL.pdf
See http://bankrupt.com/misc/09-12228SOFA.pdf

Sooner Fashion Mall L.L.C          33,142,772       225,738,387
See http://bankrupt.com/misc/09-12273SAL.pdf
See http://bankrupt.com/misc/09-12273SOFA.pdf

Columbia Mall L.L.C.               32,072,067       196,693,486
See http://bankrupt.com/misc/09-12089SAL.pdf
See http://bankrupt.com/misc/09-12089SOFA.pdf

Ward Plaza-Warehouse, LLC          32,162,353        68,688,443
See http://bankrupt.com/misc/09-12313SAL.pdf
See http://bankrupt.com/misc/09-12313SOFA.pdf

Mall of Louisiana Land, LP         31,184,539             2,963
See http://bankrupt.com/misc/09-12192SAL.pdf
See http://bankrupt.com/misc/09-12192SOFA.pdf

Bay City Mall                      28,226,363        24,304,259
Associates L.L.C.
See http://bankrupt.com/misc/09-12064SAL.pdf
See http://bankrupt.com/misc/09-12064SOFA.pdf

Victoria Ward Center L.L.C.        26,517,540        58,529,048
See http://bankrupt.com/misc/09-12302SAL.pdf
See http://bankrupt.com/misc/09-12302SOFA.pdf

Colony Square Mall L.L.C.          25,534,098     1,511,872,949
See http://bankrupt.com/misc/09-12088SAL.pdf
See http://bankrupt.com/misc/09-12088SOFA.pdf

Westwood Mall, LLC                 22,910,755     1,511,890,211
See http://bankrupt.com/misc/09-12316SAL.pdf
See http://bankrupt.com/misc/09-12316SOFA.pdf

Saint Louis Land L.L.C.            21,000,000                 0
See http://bankrupt.com/misc/09-12014SAL.pdf
See http://bankrupt.com/misc/09-12014SOFA.pdf

Vista Commons, LLC                 20,607,508           381,509
See http://bankrupt.com/misc/09-12308SAL.pdf
See http://bankrupt.com/misc/09-12308SOFA.pdf

1160/1180 Town Center Drive LLC    17,722,975         8,977,011
See http://bankrupt.com/misc/GenGrowth_09_12043SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12043SOFA.pdf

Capital Mall L.L.C.                17,602,925       105,423,737
See http://bankrupt.com/misc/09-12462SAL.pdf
See http://bankrupt.com/misc/09-12462SOFA.pdf

9950-9980 Covington Cross, LLC     15,988,959         2,510,235
See http://bankrupt.com/misc/GenGrowth_09_12052SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12052SOFA.pdf

North Star Anchor Acquisition,     15,053,159            29,927
LLC
See http://bankrupt.com/misc/09-12206SAL.pdf
See http://bankrupt.com/misc/09-12206SOFA.pdf

20 CCC Business Trust              13,276,267            23,523
See http://bankrupt.com/misc/GenGrowth_09_12458SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12458SOFA.pdf

New Park Anchor Acquisition, LLC   13,222,617                 0
See http://bankrupt.com/misc/09-12019SAL.pdf
See http://bankrupt.com/misc/09-12019SOFA.pdf

Rio West L.L.C.                    12,543,434           138,473
See http://bankrupt.com/misc/09-12238SAL.pdf
See http://bankrupt.com/misc/09-12238SOFA.pdf

10190 Covington Cross, LLC         12,458,247            22,372
See http://bankrupt.com/misc/GenGrowth_09_12041SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12041SOFA.pdf

1450 Center Crossing                9,969,814             3,003
Drive, LLC
See http://bankrupt.com/misc/09-12046SAL.pdf
See http://bankrupt.com/misc/09-12046SOFA.pdf

Howard Hughes Properties            9,382,601         9,059,622
V, LLC
See http://bankrupt.com/misc/09-12173SAL.pdf
See http://bankrupt.com/misc/09-12173SOFA.pdf

Lockport L.L.C.                     7,055,271            12,277
See http://bankrupt.com/misc/09-11966SAL.pdf
See http://bankrupt.com/misc/09-11966SOFA.pdf

Rouse-Phoenix Theatre               6,710,409                 0
Limited Partnership
See http://bankrupt.com/misc/09-12011SAL.pdf
See http://bankrupt.com/misc/09-12011SOFA.pdf

Howard Hughes Properties            5,621,260         9,058,484
IV, LLC
See http://bankrupt.com/misc/09-12172SAL.pdf
See http://bankrupt.com/misc/09-12172SSOFA.pdf

Valley Plaza Anchor Acquisition,    3,154,855           287,466
LLC
See http://bankrupt.com/misc/09-12300SAL.pdf
See http://bankrupt.com/misc/09-12300SOFA.pdf

GGP-Maine Mall Land L.L.C.          2,981,255       216,382,202
See http://bankrupt.com/misc/09-12146SAL.pdf
See http://bankrupt.com/misc/09-12146SOFA.pdf

The Rouse Company of Florida LLC    2,876,502                 0
See http://bankrupt.com/misc/GenGrowth_09_12245SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12245SOFA.pdf

Summerlin Corporation               1,013,530                 0
See http://bankrupt.com/misc/GenGrowth_09_12285SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12285SOFA.pdf

HHP Government Services, L.P.         987,808                 0
See http://bankrupt.com/misc/GenGrowth_09_11996SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_11996SOFA.pdf

Newgate Mall Land                     428,996                 0
Acquisition, LLC
See http://bankrupt.com/misc/09-12203SAL.pdf
See http://bankrupt.com/misc/09-12203SOFA.pdf

GGP Ivanhoe IV Services, Inc.         420,868                 0
See http://bankrupt.com/misc/09-12126SAL.pdf
See http://bankrupt.com/misc/09-12126SOFA.pdf

The Hughes Corporation                215,755                 0
See http://bankrupt.com/misc/GenGrowth_09_12177SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12177SOFA.pdf

GGP Holding, Inc.                     139,025           220,000
See http://bankrupt.com/misc/09-12035SAL.pdf
See http://bankrupt.com/misc/09-12035SOFA.pdf

Rouse-Phoenix Development Co. LLC       9,584                 0
See http://bankrupt.com/misc/GenGrowth_09_12263SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12263SOFA.pdf

Seaport Marketplace Theatre LLC         7,882                 0
See http://bankrupt.com/misc/GenGrowth_09_11965SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_11965SOFA.pdf

Kapiolani Condominium Development, LLC      0            13,004
See http://bankrupt.com/misc/09-12178SAL.pdf
See http://bankrupt.com/misc/09-12178SOFA.pdf

GGPLP, L.L.C.                               0     4,274,363,922
See http://bankrupt.com/misc/09-11982SAL.pdf
See http://bankrupt.com/misc/09-11982SOFA.pdf



                       About General Growth

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

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

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


GENERAL GROWTH: 64 Units' Schedules of Assets and Liabilities
-------------------------------------------------------------
Sixty-four debtor affiliates of General Growth Properties, Inc.,
disclose $0 assets and $0 liabilities:

* Greenwood Mall, Inc.
See http://bankrupt.com/misc/09-12484SAL.pdf
See http://bankrupt.com/misc/09-12484SOFA.pdf

* Harborplace Borrower, LLC
See http://bankrupt.com/misc/09-12162SAL.pdf
See http://bankrupt.com/misc/09-12162SOFA.pdf

* Mall St. Vincent, Inc.
See http://bankrupt.com/misc/09-12196SAL.pdf
See http://bankrupt.com/misc/09-12196SOFA.pdf

* Rouse Office Management of Arizona, LLC
See http://bankrupt.com/misc/09-12251SAL.pdf
See http://bankrupt.com/misc/09-12251SOFA.pdf

* Austin Mall, LLC
See http://bankrupt.com/misc/09-12060SAL.pdf
See http://bankrupt.com/misc/09-12060SOFA.pdf

* Rouse Ridgedale, LLC
See http://bankrupt.com/misc/09-12253SAL.pdf
See http://bankrupt.com/misc/09-12253SOFA.pdf

* Collin Creek Anchor Acquisition LLC
See http://bankrupt.com/misc/GenGrowth_09_12086SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12086SOFA.pdf

* Two Willow Company, LLC
See http://bankrupt.com/misc/GenGrowth_09_12296SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12296SOFA.pdf

* The Rouse Company of Ohio, LLC
See http://bankrupt.com/misc/GenGrowth_09_12249SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12249SOFA.pdf

* Austin Mall Limited Partnership
See http://bankrupt.com/misc/09-12059SAL.pdf
See http://bankrupt.com/misc/09-12059SOFA.pdf

* Rouse-Phoenix Cinema, LLC
See http://bankrupt.com/misc/09-12261SAL.pdf
See http://bankrupt.com/misc/09-12261SOFA.pdf

* Seaport Marketplace, LLC
See http://bankrupt.com/misc/09-11964SAL.pdf
See http://bankrupt.com/misc/09-11964SOFA.pdf

* HMF Properties, LLC
See http://bankrupt.com/misc/09-12164SAL.pdf
See http://bankrupt.com/misc/09-12164SOFA.pdf

* South Street Seaport Limited Partnership
See http://bankrupt.com/misc/09-11963SAL.pdf
See http://bankrupt.com/misc/09-11963SOFA.pdf

* OM Borrower, LLC
See http://bankrupt.com/misc/GenGrowth_09_12214SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12214SOFA.pdf

* Lakeside Mall Holding, LLC
See http://bankrupt.com/misc/GenGrowth_09_12181SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12181SOFA.pdf

* Beachwood Place Holding, LLC
See http://bankrupt.com/misc/GenGrowth_09_12067SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12067SOFA.pdf

* Rouse-Phoenix Master L.P.
See http://bankrupt.com/misc/GenGrowth_09_12013SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12013SOFA.pdf

* One Willow Company, LLC
See http://bankrupt.com/misc/GenGrowth_09_12215SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12215SOFA.pdf

* GGP American Properties Inc.
See http://bankrupt.com/misc/09-11980SAL.pdf
See http://bankrupt.com/misc/09-11980SOFA.pdf

* Mall St. Matthews Company, LLC
See http://bankrupt.com/misc/09-12195SAL.pdf
See http://bankrupt.com/misc/09-12195SOFA.pdf

* GGP General II, Inc.
See http://bankrupt.com/misc/09-12122SAL.pdf
See http://bankrupt.com/misc/09-12122SOFA.pdf

* TRC Co-Issuer, Inc.
See http://bankrupt.com/misc/09-11984SAL.pdf
See http://bankrupt.com/misc/09-11984SOFA.pdf

* New Orleans Riverwalk Limited Partnership
See http://bankrupt.com/misc/09-11999SAL.pdf
See http://bankrupt.com/misc/09-11999SOFA.pdf

* The Rouse Company of Louisiana, LLC
See http://bankrupt.com/misc/09-12246SAL.pdf
See http://bankrupt.com/misc/09-12246SOFA.pdf

* Rouse-New Orleans, LLC
See http://bankrupt.com/misc/09-12258SAL.pdf
See http://bankrupt.com/misc/09-12258SOFA.pdf

* Oklahoma Mall L.L.C.
See http://bankrupt.com/misc/09-12213SAL.pdf
See http://bankrupt.com/misc/09-12213SOFA.pdfLINK

* NewPark Mall L.L.C.
See http://bankrupt.com/misc/09-12204SAL.pdf
See http://bankrupt.com/misc/09-12204SOFA.pdf

* Alameda Mall, L.L.C
See http://bankrupt.com/misc/09-12053SAL.pdf
See http://bankrupt.com/misc/09-12053SOFA.pdf

* Fallbrook Square Partners L.L.C.
See http://bankrupt.com/misc/09-12105SAL.pdf
See http://bankrupt.com/misc/09-12105SOFA.pdf

* River Hills Land, LLC
See http://bankrupt.com/misc/09-12240SAL.pdf
See http://bankrupt.com/misc/09-12240SOFA.pdf

* Valley Hills Mall, Inc.
See http://bankrupt.com/misc/09-12299SAL.pdf
See http://bankrupt.com/misc/09-12299SOFA.pdf

* Park Mall, Inc.
See http://bankrupt.com/misc/09-12218SAL.pdf
See http://bankrupt.com/misc/09-12218SOFA.pdf

* Capital Mall, Inc.
See http://bankrupt.com/misc/09-12480SAL.pdf
See http://bankrupt.com/misc/09-12480SOFA.pdf

* St. Cloud Mall Holding L.L.C.
See http://bankrupt.com/misc/09-12281SAL.pdf
See http://bankrupt.com/misc/09-12281SOFA.pdf

* GGP-Grandville Land L.L.C.
See http://bankrupt.com/misc/09-12140SAL.pdf
See http://bankrupt.com/misc/09-12140SOFA.pdf

* Franklin Park Mall Company, LLC
See http://bankrupt.com/misc/GenGrowth_09_12115SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09_12115SOFA.pdf

* Rouse-Fairwood Development Corporation
See http://bankrupt.com/misc/09-12257SAL.pdf
See http://bankrupt.com/misc/09-12257SOFA.pdf

* GGP-Bay City One, Inc.
See http://bankrupt.com/misc/09-12133SAL.pdf
See http://bankrupt.com/misc/09-12133SOFA.pdf

* Greengate Mall, Inc.
See http://bankrupt.com/misc/09-12160SAL.pdf
See http://bankrupt.com/misc/09-12160SOFA.pdf

* Rouse F.S., LLC
See http://bankrupt.com/misc/09-12250SAL.pdf
See http://bankrupt.com/misc/09-12250SOFA.pdf

* St. Cloud Land L.L.C.
See http://bankrupt.com/misc/09-12280SAL.pdf
See http://bankrupt.com/misc/09-12280SOFA.pdf

* Victoria Ward Services, Inc.
See http://bankrupt.com/misc/09-12305SAL.pdf
See http://bankrupt.com/misc/09-12305SOFA.pdf

* VW Condominium Development, LLC
See http://bankrupt.com/misc/09-12311SAL.pdf
See http://bankrupt.com/misc/09-12311SOFA.pdf

* GGP-American Holdings Inc.
See http://bankrupt.com/misc/09-12121SAL.pdf
See http://bankrupt.com/misc/09-12121SOFA.pdf

* Park City Holding, Inc.
See http://bankrupt.com/misc/09-12489SAL.pdf
See http://bankrupt.com/misc/09-12489SOFA.pdf

* Parcity L.L.C.
See http://bankrupt.com/misc/09-12487SAL.pdf
See http://bankrupt.com/misc/09-12487SOFA.pdf

* PC Lancaster L.L.C.
See http://bankrupt.com/misc/09-12490SAL.pdf
See http://bankrupt.com/misc/09-12490SOFA.pdf

* Land Trust No. 89433
See http://bankrupt.com/misc/09-12184SAL.pdf
See http://bankrupt.com/misc/09-12184SOFA.pdf

* Land Trust No. 89434
See http://bankrupt.com/misc/09-12185SAL.pdf
See http://bankrupt.com/misc/09-12185SOFA.pdf

* Land Trust No. FHB-Tres 200601
See http://bankrupt.com/misc/09-12186SAL.pdf
See http://bankrupt.com/misc/09-12186SOFA.pdf

* Land Trust No. FHB-Tres 200602
See http://bankrupt.com/misc/09-12187SAL.pdf
See http://bankrupt.com/misc/09-12187SOFA.pdf

* ER Land Acquisition L.L.C.
See http://bankrupt.com/misc/09-12103SAL.pdf
See http://bankrupt.com/misc/09-12103SOFA.pdf

* GGP-Mall of Louisiana, Inc.
See http://bankrupt.com/misc/09-12478SAL.pdf
See http://bankrupt.com/misc/09-12478SOFA.pdf

* GGP-Mall of Louisiana II, L.P.
See http://bankrupt.com/misc/09-12482SAL.pdf
See http://bankrupt.com/misc/09-12482SOFA.pdf

* Mall of Louisiana Holding, Inc.
See http://bankrupt.com/misc/09-12191SAL.pdf
See http://bankrupt.com/misc/09-12191SOFA.pdf

* Mall of Louisiana Land Holding, LLC
See http://bankrupt.com/misc/09-12193SAL.pdf
See http://bankrupt.com/misc/09-12193SOFA.pdf

* Greenwood Mall Land, LLC
See http://bankrupt.com/misc/09-12161SAL.pdf
See http://bankrupt.com/misc/09-12161SOFA.pdf

* Rouse Ridgedale Holding, LLC
See http://bankrupt.com/misc/09-12254SAL.pdf
See http://bankrupt.com/misc/09-12254SOFA.pdf

* Grandville Mall, Inc.
See http://bankrupt.com/misc/09-12159SAL.pdf
See http://bankrupt.com/misc/09-12159SOFA.pdf

* GGP-Grandville II L.L.C.
See http://bankrupt.com/misc/09-11972SAL.pdf
See http://bankrupt.com/misc/09-11972SOFA.pdf

* Grandville Mall II, Inc.
See http://bankrupt.com/misc/09-12158SAL.pdf
See http://bankrupt.com/misc/09-12158SOFA.pdf

* Kalamazoo Mall, Inc.
See http://bankrupt.com/misc/09-12485SAL.pdf
See http://bankrupt.com/misc/09-12485SOFA.pdf

* Elk Grove Town Center L.L.C.
See http://bankrupt.com/misc/09-12102SAL.pdf
See http://bankrupt.com/misc/09-12102SOFA.pdf

                       About General Growth

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

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

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


GERALDINE TARTAGLIONE: Case Summary & 7 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Geraldine Tartaglione
            dba Dapper Dog
        31 Minetta Place
        Yonkers, NY 10710

Bankruptcy Case No.: 09-23741

Chapter 11 Petition Date: September 21, 2009

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

Debtor's Counsel: Nathan Horowitz, Esq.
                  1 Water Street, Suite 425
                  White Plains, NY 10601
                  Tel: (914) 684-0551
                  Fax: (914) 617-0000
                  Email: nathanhorowitz@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. Tartaglione's petition, including a list
of her 7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-23741.pdf

The petition was signed by Ms. Tartaglione.


GRAND SEAS: Files Amended List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Grand Seas Resort Partners filed with the U.S. Bankruptcy Court
for the Southern District of Florida an amended list of its
largest unsecured creditors, disclosing:

   Entity                                         Claim Amount
   ------                                         ------------
Grand Seas Resort Owners'
Association                                        $538,819
2424 North Atlantic Avenue
Daytona Beach, FL 32118

Grand Seas M, Inc.                                 $346,523
P.O. Box 331669
Miami, FL 33233

Island One, Inc.                                   $153,182
8680 Commodity Circle
Orlando, FL 32819

County of Volusia                                   $40,000
123 W. Indiana Avenue
Deland, DL 32720

Accumen Sales & Marketing                           $36,390
100 East Granada boulevard
Ormond Beach, FL 32176

Equiant Financial Services                          $35,356
4343 N. Scottsdale Road
Suite 270
Scottsdale, AZ 85251

Club Navigo                                         $28,678
8680 Comodity Circle
Orlando, FL 32819

InSource, Inc.                                      $10,454
P.O. Box 561567
Miami, FL 33256

2424 North Atlantic Avenue                          $10,073
2424 North Atlantic Avenue
Daytona Beach, FL 32118

State of Florida, Dept.
of Revenue                                           $8,555
5050 W. Tennessee Street
Tallahassee, FL 32399

Food Supply, Inc.                                    $6,181
3100 S. Ridgewood Avenue
Daytona Beach, FL 32119

Blue Cross & Blue Shield
of Florida                                           $4,737
P.O. Box 105358
Atlanta, GA 30348

Paetec                                               $3,570
P.O. Box 1317
Buffalo, NY 14240

Cheney Brothers, Inc.                                $3,444
2801 W. Silver Springs
Boulevard
Ocala, FL 34474

Southern Wine and Spirits                            $1,249
P.O. Box 90249
Lakeland, FL 33804

Office Depot Credit Plan                             $1,099
Dept. 56-4203435416
P.O. Box 689020
Des Moines, IA 50368

Labor Ready Southeast, Inc.                          $1,081
P.O. Box 740435
Atlanta, GA 30347

Icee Company                                           $959
Dept. LA 21078
Pasadena, CA 91185

                 About Grand Seas Resort Partners

Miami, Florida-based Grand Seas Resort Partners operates a real
estate business.  The Company filed for Chapter 11 on Sept. 8,
2009 (Bankr. S.D. Fla. Case No. 09-28973).  Hinshaw & Culbertson
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.


GRAND SEAS: Gets Temporary Access to Textron's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on an interim basis, Grand Seas Resort Partners to:

   -- use cash securing repayment of loan with Textron Financial
      Corporation;

   -- grant adequate protection to Textron.

A final hearing on the Debtor's cash collateral motion is set for
Oct. 5, 2009, at 10:00 a.m. at 51 S.W. First Avenue, Room 1409,
Miami Florida.

The Debtor owe Textron $14.2 million pursuant to a loan and
security agreement dated Dec. 19, 2003, as amended.  The claim is
secured by a valid, perfected, and unavoidable first priority
security interest in the collateral.

The Debtor requires access to the Textron's cash collateral to
maintain its business operations.   The lender consented to the
Debtor's use of cash collateral not to exceed $112,000 to pay
ordinary and necessary business expenses.

As to the possible diminution in value of Textron's collateral,
the Debtor relates that the lender has sufficient equity cushion,
it said that the book value of its collateral is $19.0 million and
the estimated value of the eligible pledge receivables is
$15.2 million.

                 About Grand Seas Resort Partners

Miami, Florida-based Grand Seas Resort Partners operates a real
estate business.  The Company filed for Chapter 11 on Sept. 8,
2009 (Bankr. S.D. Fla. Case No. 09-28973).  Hinshaw & Culbertson
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.


GREEN BROOK: Faces Foreclosure by New York Community Bank
---------------------------------------------------------
New York Community Bank has filed for foreclosure in state
Superior Court in Elizabeth, in New York, against Green Brook
Village LLC, 609 Madison Avenue LLC, and David M. Connolly, the
president and CEO of Connolly Properties, court documents say.

Green Brook and 609 Madison own single city apartment entities
managed by Connolly Properties Inc.  Green Brook owns the 58-unit
apartment complex of the same name at 733 E. Front Street, while
609 Madison is the owner of the 39-unit apartment building at 609
Madison Avenue.  New York Community Bank established mortgages on
the two properties in late 2005, Green Brook Village in November
and Madison Avenue in December, according to court documents.

Court documents say that scheduled monthly mortgage payments for
the two properties weren't received at least from April through
July 2009, and demands for payment were refused.  Mark Spivey at
MyCentralJersey.com relates that New York Community Bank is
demanding all outstanding balances on the properties' mortgages, a
sum of approximately $4.85 million, plus unstated amounts in
interest, late fees and other charges.

New York Community Bank claims in court documents that it is
"entitled to collect rent, income and profits of the mortgaged
property," and that the appointment of a rent receiver is needed
to protect and preserve the value of the apartments.


GREENWICH STREET: Meeting of Creditors Scheduled for October 19
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Greenwich Street Developers, LLC's Chapter 11 case on Oct. 19,
2009, at 3:00 p.m.  The meeting will be held at the Office of the
United States Trustee, 80 Broad Street, Fourth Floor, New York
City.

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

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

New York City-based Greenwich Street Developers, LLC, operates a
real estate business.  The Company filed for Chapter 11 on
Sept. 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15440).  Kevin J. Nash,
Esq., at Goldberg Weprin Finkel Goldstein 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.


GREGORY SCOTT LANDA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Gregory Scott Landa
               Pamela Suzanne Landa
               PO Box 2259
               San Marcos, CA 92079

Bankruptcy Case No.: 09-14144

Chapter 11 Petition Date: September 21, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtors' Counsel: Marjan Mortazavi, Esq.
                  Mortazavi & Associates
                  501 West Broadway, Suite 510
                  San Diego, CA 92101
                  Tel: (619) 233-4415
                  Fax: (619) 233-4428
                  Email: attorneymarj@aol.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
$1,064,070, and total debts of $1,880,196.

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/casb09-14144.pdf

The petition was signed by the Joint Debtors.


HIT ENTERTAINMENT: Moody's Downgrades Corp. Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Hit Entertainment Inc.'s
corporate family rating to B3 from B2 while repositioning the
probability of default rating to Caa1 from B2.  The company's
senior secured bank credit facility rating remains unchanged at
B1, while the second lien debt rating was lowered to Caa2 from
Caa1.  Revisions to related loss given default assessments are
listed below.  The rating outlook is negative.

The rating actions reflect expectations that Hit will not be able
to generate significant free cash flow with which to amortize its
debt.  Hit's recent operating results have been weak, and stem
from limited top-line growth that is expected to remain muted over
the rating horizon as the company continues to refresh its
properties, while at the same time revising how they are
exploited.  In addition to accounting for execution risks, the
rating actions also account for the transition in that it will be
several quarters before operational improvements are manifest in
improved financial performance.  This translates into a period of
weak free cash flow generation and debt repayment capacity and, in
turn, very weak leverage and coverage measures.

A second implication of the ongoing operational repositioning is
the potential of financial covenant compliance issues.  While the
ownership group may choose to cure non-compliance, since the
revolving credit facility matures in June of 2011, any such
actions will merely delay what appear to be inevitable refinancing
difficulties that relate to the business' underlying cash
generating capabilities.

That being said, Hit has a valuable stable of properties and, in
particular, Thomas the Tank Engine as a brand is deemed to
represent considerable value.  While poor cash generation and
refinancing issues drive the Caa1 PDR, the perceived underlying
asset value provides a meaningful (albeit only partial) off-set
that allows the CFR to be positioned one notch higher, at B3.

Downgrades:

Issuer: Hit Entertainment, Inc.

* Corporate Family Rating, downgraded to B3 from B2

* Probability of Default Rating, downgraded to Caa1 from B2

* Senior Secured 1st Lien Bank Credit Facility, revised to B1
  (LGD2, 19%) from B1 (LGD3, 33%)

* Senior Secured 2nd Lien Loan, downgraded to Caa2 (LGD4, 68%)
  from Caa1 (LGD5, 85%)

Outlook actions:

* Outlook unchanged at negative

Moody's most recent rating action concerning Hit was taken on
23 December 2008 at which time Moody's downgraded the company's
CFR and PDR to B2 from B1 and revised the outlook to negative from
stable following the a review of updated financial and operating
results.

Hit's ratings were assigned by evaluating factors Moody's believes
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 Hit's core industry and Hit's ratings are believed to
be comparable to those of other issuers of similar credit risk.

With offices in London, England and New York, HIT is involved in
the creation, production and international exploitation (via
television, video, publishing, licensing and live events) of
properties (including Bob the Builder, Thomas the Tank Engine, and
Barney) catering to pre-school children.


HRH CONSTRUCTION: U.S. Trustee Picks 5-Member Creditors Committee
-----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints five
members to the official committee of unsecured creditors in the
Chapter 11 cases of HRH Construction LLC and HRH Construction of
New Jersey, LLC.

The Creditors Committee members are:

1. Patrol and Guard Enterprises Inc.
   Attn: Joe Page, comptroller
   30-07 39th Avenue
   Long Island City, NY 1101
   Tel. No. (718) 786-4399

2. Mason Tenders District Council Trust Funds
   Attn: John J. Virga, funds' director
   520 Eighth Avenue, Suite 600
   New York, NY 10018
   Tel. No. (212) 452-9700

3. Fujitec New York
   Attn: Donald Regina, chief operating officer
   215 Entin Road
   Clifton, NJ 07014-1424
   Tel. No. (973) 330-0100

4. Monster Worldwide, Inc.
   Attn: Kevin Farrell, V.P., Global Real Estate
   622 Third Avenue
   New York, NY 10017
   Tel. No. (212) 351-7525

5. Fresh Meadow Mechanical Corp.
   Attn: Michael F. Russo, EVP
   65-01 Fresh Meadow Lane
   Fresh Meadows, NY 11365

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

                    About HRH Construction LLC

White Plains, New York-based HRH Construction LLC and HRH
Construction of New Jersey, LLC filed for Chapter 11 on Sept. 6,
2009 (Bankr. S.D.N.Y. Case No. 09-23665 to 09-23666).  Frederick
E. Schmidt, Esq., Hanh V. Huynh, Esq., Joshua Joseph Angel, Esq.,
and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP represent
the Debtors in their restructuring efforts.  The Debtor did not
file a list of its 20 largest unsecured creditors when it filed
its petition.  In its petition, the Debtors listed assets and
debts both ranging from $50,000,001 to $100,000,000.


IMAGINE ADOPTION: Adoptive Families Back BDO Plan
-------------------------------------------------
Natalie Alcoba at National Post reports that adoptive families
voted in favor of a plan to rescue Imagine Adoption, agreeing to
each pay $4,000 to get it operating again.

National Post says that the adoptive families would pay two
installments of $2,000.

As reported by the TCR on September 10, 2009, about 350 Canadian
families worked with bankruptcy trustee BDO Dunwoody to put
together a proposal to rescue Imagine Adoption.   Families had
until September 21 to vote on the bailout plan.  The restructuring
plan would provide a new board of directors, an advisory
committee, and staff, according to Laura Morrison, one of Imagine
Adoption's clients.  BDO Dunwoody asked the families to donate
$4,000 each to help complete Imagine Adoption's unfinished
adoptions.

According to National Post, creditors, including landlords,
supported the plan.  The landlords, says the report, agreed to
receive less than what they are legally owed.

Imagine would operate with much more oversight, National Post
states, citing, Christine Starr -- chairperson of Families of
Imagine Adoption, a group that has been working to achieve
completion of all the adoptions registered with Imagine.  The
report states that Imagine now has eight people on the board of
directors, compared to three before the Company's bankruptcy.  The
report says that a trustee would also be supervising the process.

Operating as Imagine Adoption Agency, Kids Link International
Adoption Agency is a Christian Non-Profit International Adoption
Agency incorporated within the Province of Ontario, and fully
licensed by the Ontario Ministry of Children and Youth Services to
facilitate international adoptions for Canadian families.

Imagine Adoption filed for bankruptcy in Canada on July 14, 2009.
Imagine Adoption said it owed C$800,000 to 400 families and that
its assets of C$723,004 were C$363,000 less than its liabilities.
BDO Dunwoody Limited was appointed as trustee.


INDYMAC BANCORP: FDIC Failed to Understand Risks, OIG Says
----------------------------------------------------------
The Federal Deposit Insurance Corp. failed to understand risks
posed by IndyMac Bancorp Inc.'s IndyMac Federal Savings Bank until
11 months before the lender closed, the agency's inspector general
said.

According to the OIG, the FDIC in its role as insurer, identified
and monitored risks that IMB presented to the Deposit Insurance
Fund by participating with the Office of Thrift Supervision in on-
site examinations of IMB in 2001, 2002, 2003, and again shortly
before IMB failed in 2008 and through the completion of required
reports and analysis of IMB based upon information from FDIC
monitoring systems.  FDIC risk committees also raised broad
concerns about the impact that an economic slowdown could have on
institutions like IMB that were heavily involved in
securitizations and subprime lending.

Nevertheless, the OIG relates, FDIC officials consistently
concluded that despite its high-risk profile, IMB posed an
ordinary or slightly more than ordinary level of risk to the
insurance fund.  "It was not until August 2007 that the FDIC began
to understand the implications that the historic collapse of the
credit market and housing slowdown could have on IMB and took
additional actions to evaluate IMB's viability," the OIG said in a
Sept. 21 report.

According to the OIG, by the time the FDIC increased its
monitoring of IMB, resumed its on-site presence, and assessed a
higher insurance premium, IMB's financial condition was
irreparable due to the decline in real estate values, increasing
credit quality problems, and the collapse of the secondary market.
Further, notwithstanding IMB's generally unsatisfactory
financial performance starting in 2007, the FDIC did not request
that the OTS take or pursue its own enforcement action against
IMB, citing OTS' consistently favorable composite ratings and the
protracted process for taking such action as substantial
obstacles.

IMB was closed by regulators and the FDIC was named conservator on
July 11, 2008.  As of July 31, 2009, the estimated cost of the
resolution to the FDIC's deposit insurance fund is approximately
$10.7 billion.

A copy of the report is available for free at:

      http://bankrupt.com/misc/OIG_FDIConIndymac0909.pdf

                          About Indymac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

All non-brokered insured deposit accounts and substantially all of
the assets of the bank were transferred to IndyMac Federal Bank,
F.S.B., Pasadena, CA, a newly chartered full-service FDIC-insured
institution.  On March 19, IndyMac Federal Bank was sold to
OneWest Bank, F.S.B., Pasadena, California. OneWest Bank, FSB is a
newly formed federal savings bank organized by IMB HoldCo LLC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


IRWIN FINANCIAL: To Liquidate Under Chapter 7 as Banks Closed
-------------------------------------------------------------
BankruptcyData.com reports that Irwin Financial filed for Chapter
7 protection with the U.S. Bankruptcy Court in the Southern
District of Indiana, case number 09-13852.  On its most recent
annual report filed with the Securities and Exchange Commission,
the company lists total assets of $4,914,315,000, but the Chapter
7 petition cites an asset range of $10 to $50 million.

As reported by the TCR on Sept. 21, Federal and state regulators
on Sept. 18 closed Irwin Financial banking subsidiaries Irwin
Union Bank, F.S.B., Louisville, Kentucky, and Irwin Union Bank and
Trust Company, Columbus, Indiana, respectively.  The regulators
immediately named the Federal Deposit Insurance Corporation 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 B&T, as of August 31, 2009, had total assets of $2.7 billion
and total deposits of approximately $2.1 billion.  Irwin Union
Bank, F.S.B., had total assets of $493 million and total deposits
of approximately $441 million.  First Financial Bank agreed to 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.

According to BankruptcyData, immediately upon filing for Chapter 7
protection, the Company's bylaws were amended to reduce the size
of its board of directors to one director, with William I. Miller
serving as the sole director.  In addition, the board appointed
the following individuals as sole officers: Matthew F. Souza,
chief administrative officer, Gregory F. Ehlinger, chief financial
officer, Steven R. Schultz, vice president and Jody Littrell, vice
president.

The Company is represented by David M. Powlen, Esq., at Barnes &
Thornburg.

                       About Irwin Financial

Based in Columbus, Indiana, Irwin(R) Financial Corporation
(NYSE: IFC) -- http://www.irwinfinancial.com/-- is a bank holding
company with a history tracing to 1871.  The Corporation provides
a broad range of banking services to small businesses and
consumers in our branches in the Midwest and Southwest and to
restaurant franchisees nationwide.


LANDSOURCE COMMUNITIES: Sale of Nevada Properties to Lewis Okayed
-----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has authorized Debtor LandSource Holding Company, LLC, to
sell certain of its Nevada properties to Lewis Investment Company
of Nevada LLC.

The Nevada Assets to be sold to Lewis Investment consist of:

  (1) Copper Canyon Estates in Lyon County, Nevada;

  (2) Damonte Ranch, Phase 5 Villages 1 and 2, located at City
      of Reno, in Washoe County, Nevada;

  (3) Pioneer Meadows Village II, portions of Units 1 and 2, at
      City of Sparks, in Washoe County, Nevada; and

  (4) certain personal property, assigned contracts, and other
      property rights.

Lewis Investment came out as the successful bidder after
LandSource Holding held an auction on the Nevada properties on
July 14, 2009.  Lewis Investment's bid for the Nevada properties
was $6.625 million.  DiLoreto Residential Group, LLC, was the
next highest bidder with an offer of $6.575 million.  Prior to
the Auction, Q&D Construction, Inc. voiced out its objection to
proposed sale.

Accordingly, the Court approved the form of the Purchase and Sale
Agreement by and between LandSource Holdings and Lewis
Investment, which contemplates the sale of the Nevada properties.
The Debtor is authorized to consummate and implement the
transactions contemplated under the PSA.

If Lewis Investment does not consummate the contemplated sale
with the Debtor within the time provided under the PSA, the
Debtor is authorized to consummate and implement the sale
transaction with the second highest bidder, DiLoreto Residential.

All persons and entities are forever barred, estopped, and
permanently enjoined from asserting any lien or claim against or
interest in the Nevada Properties to be sold, subject only to the
permitted exceptions and assume liabilities under the PSA.

To the extent property taxes on the Nevada Properties are due and
owing at the time of the sale closing, those taxes will be paid
at closing out of the proceeds from the sale.

The Court ruled that upon the closing of the sale to Lewis
Investment, a portion of the sale proceeds equal to the aggregate
amount of the liens asserted by certain claimants will be applied
to satisfy the lien claims or will be placed into an interest
bearing escrow account.  The Lien Claimants are:

  * Lennar Corporation, as assignee for Liens asserted by Q&D
    Construction, Inc. and Precision Construction Management,
    Inc. doing business as Forum Construction Management;

  * Precision Construction Management, Inc.;

  * Precision Construction Company;

  * Q&D Construction, Inc.;

  * Damonte Ranch Landscape Maintenance Association; and

  * Damonte Ranch Drainage District.

In a separate Court-approved stipulation, LandSource Holding,
Precision Construction Management, Inc., and Lennar Corporation
agreed that the Debtors may commence, until September 18, 2009,
an adversary proceeding to determine the extent, priority and
validity of any liens asserted against the Nevada Properties to
the extent those claims have not been satisfied.  In a further
stipulation, the parties agreed to extend the Debtors' "challenge
deadline" through September 25, 2009.

Pursuant to the Court's Order, LandSource Holding deposited with
First American Title Insurance Company the aggregate sum of
$625,517 into escrow with respect to the Mechanic's Liens, to
which the Mechanic's Liens attached with the same extent,
validity, and priority as they had against the Damonte Ranch
Property.

Charlie Calier, Chairman of the Board of Directors for both
Damonte Ranch Landscape Maintenance Association and Damonte Ranch
Drainage District, filed a declaration, prior to the Sale Order,
in further to support to the objection raised by LMA and DRDD to
the Sale Motion.

               About Newhall Land Development LLC

Newhall Land Development LLC primary investment is The Newhall
Land and Farming Company which owns 15,000 acres of land in the
rapidly growing Santa Clarita Valley, approximately 30 miles north
of downtown Los Angeles.  Newhall owns some of the last remaining
large, undeveloped land in the greater Los Angeles area.  It also
owns 700 acres of commercial land and other property in the Santa
Clarita Valley.

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

In August 2009, following confirmation of its Barclays-backed
Chapter 11 reorganization plan, LandSource Communities Development
LLC emerged from Chapter 11 reorganization as Newhall Land
Development LLC.

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


LANDSOURCE COMMUNITIES: Southwest's Property Sale to Vegas Okayed
-----------------------------------------------------------------
Judge Kevin Carey has authorized Debtor Southwest Communities
Development LLC to sell certain real property and associated
assets located in the Las Vegas State of Nevada to Vegas Valley
Land Holdings LLC for $8.5 million.

The Debtor reported that no competing Qualified Bids for the
Nevada properties were timely received.  In addition, Barclays
Bank, PLC, as agent for the First Lien Lenders, and The Bank of
New York, as agent for the Second Lien Lenders, each waived its
right to have Southwest conduct an auction so that the agents
could credit bid under Section 363(k) of the Bankruptcy Code.
Therefore, the Debtor designated Vegas Valley as the successful
bidder for the Nevada properties.

The sale of the Nevada Properties on the terms and conditions set
forth in the Purchase and Sale Agreement with Vegas Valley is
approved and the Debtor is authorized to consummate and implement
the transactions contemplated under the PSA.

All persons and entities are forever barred, estopped, and
permanently enjoined from asserting any liens, claims or
interests against the Nevada Properties to be sold.

To the extent property taxes on the Nevada Properties are due and
owing at the time of the sale closing, they will be paid at
closing out of the proceeds from the sale.

All objections to the sale, including the objection of Lennar
Corp., are overruled on their merits to the extent not withdrawn
or resolved.

               About Newhall Land Development LLC

Newhall Land Development LLC primary investment is The Newhall
Land and Farming Company which owns 15,000 acres of land in the
rapidly growing Santa Clarita Valley, approximately 30 miles north
of downtown Los Angeles.  Newhall owns some of the last remaining
large, undeveloped land in the greater Los Angeles area.  It also
owns 700 acres of commercial land and other property in the Santa
Clarita Valley.

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

In August 2009, following confirmation of its Barclays-backed
Chapter 11 reorganization plan, LandSource Communities Development
LLC emerged from Chapter 11 reorganization as Newhall Land
Development LLC.

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


LANDSOURCE COMMUNITIES: Stipulation Resolving Plan-Related Matters
------------------------------------------------------------------
In order to memorialize agreements that resolve various matters
related to the Third Amended Joint Plan of Reorganization and
related matters, Barclays Bank, PLC, as Plan Proponent, the
Debtors and Lennar Corporation, Lennar Homes of California, Inc.,
and the Lennar affiliates entered into Court-approved stipulation
agreeing on these matters:

(a) The West Valley Fee Credits

   The Plan Proponent filed a Second Plan Supplement that
   included a list of executory contracts to be assumed by the
   Debtors, including a Purchase and Sale Agreement between U.S.
   Home Corporation as Buyer and West Valley LLC as Seller, and
   a second Purchase and Sale Agreement between Lennar Homes of
   California, Inc. as Buyer and West Valley as Seller.

   The West Valley PSAs provided that the buyer is obligated to
   purchase from West Valley fee credits issued to West Valley
   by the County of El Dorado in connection with the development
   of real property located in the County of El Dorado, referred
   to as Units 1, 3, 4, 5A, 6, and 7 of the Blackstone project
   and Unit 18 of the Blackstone project.  Prior to the Petition
   Date, US Home Corp. and LHOC assigned these PSAs to MW
   Housing Partners III, L.P., and MW Housing in turn
   contributed the land to which the PSAs applied and assigned
   the PSAs to LandSource Holding Company, LLC.

   When LandSource Holding did not purchase the fee credits as
   required by the buyers of each West Valley PSA, West Valley
   asserted that US Home and LHOC remained obligated to purchase
   the fee credits because West Valley never released them from
   their obligations as buyers under the West Valley PSAs.

   Accordingly, pursuant to two separate PSAs, LHOC and US Home
   purchased from West Valley fee credits in the aggregate
   principal amount of $14,109,590 by paying to West Valley the
   principal amount of the Fee Credits plus interest accrued on
   the obligations to purchase these Fee Credits.  LHOC
   purchased $12,664,096 of the Fee Credits, and US Home
   purchased $1,445,494 of the Fee Credits.

   In connection with the sale of the Fee Credits to US Home and
   LHOC pursuant to the Fee Credit Purchase Agreements, West
   Valley executed two separate Assignments of Claims whereby
   West Valley assigned to US Home and LHOC any rights of action
   against MWHP and LandSource Holding with respect to their
   obligations to purchase these Fee Credits.  US Home and LHOC
   filed proofs of claim against LandSource Holding, asserting
   that LandSource Holding is obligated to US Home and LHOC for
   the aggregate amount of $14,109,590, plus interest, and is
   required to purchase the Fee Credits.

   The Second Plan Supplement filed by the Plan Proponent
   provides that the West Valley PSAs are to be assumed by
   LandSource Holding pursuant to the Plan.  Absent agreement to
   the contrary, US Home and LHOC assert that they could demand
   that LandSource Holding pay them $14,109,590 plus interest on
   the Effective Date in order to cure defaults under the West
   Valley PSAs.  In return for the payment, LandSource Holding
   would acquire the Fee Credits presently owned by US Home and
   LHOC.  LandSource Holding asserts that it is not obligated to
   purchase the Fee Credits in order to cure defaults under the
   West Valley PSAs.

   Lennar, the Debtors and the Plan Proponent agree that
   notwithstanding the assumption by LandSource Holding of the
   West Valley PSAs pursuant to the Plan, LandSource Holding
   need not purchase the Fee Credits from US Home and LHOC on
   the Effective Date.  Rather, the parties agree that the
   Reorganized LandSource Communities and its subsidiaries will
   jointly and severally be obligated to purchase portions of
   the Fee Credits from US Home and LHOC.

(b) Wines Central Motion

   Lennar Mare Island LLC filed a Motion to Enter Into
   Settlement Agreement With Wines Central, LLC.  The Wines
   Central Motion seeks approval of a Settlement Agreement dated
   June 28, 2009, between Wines Central, LLC and LMI by which
   LMI will convey title of Building 627 at Mare Island to Wines
   Central LLC in exchange for funds held in an interest-
   bearing, segregated escrow account with First American Title
   Company, currently estimated at approximately $3,172,000.
   The Wines Central Motion was approved by the Court.

   The Lennar Entities and the Plan Proponent have agreed that
   Wine Central Settlement Fund received by the Debtors from the
   First American Title Company account will be distributed as:

   -- $179,087 of fees, costs and expenses incurred by the
      Debtors in connection with the Wines Central Motion and
      Wine Central LLC's Motion to compel assumption of
      unexpired lease will be distributed to Newhall;

   -- actual closing costs, estimated at $50,000, will be
      distributed to Newhall;

   -- one third of cash remaining in the Wine Central Settlement
      Fund after the distributions to Newhall referenced in will
      be distributed to Newhall; and

   -- two thirds of all cash remaining in the Wine Central
      Settlement Fund after the distributions to Newhall will be
      distributed to the Lennar Entities.

(c) The Nevada Properties and Lakes By the Bay Sale Proceeds

   The Debtors filed on June 24, 2009, a Notice of Auction of
   certain real property located in the State of Nevada - Copper
   Canyon Estates, Damonte Ranch, Pioneer Meadows.

   The Debtors filed a Motion for authority to sell certain
   property pursuant to which it sought approval of the sale of
   certain real property located in Miami-Dade County, Florida,
   consisting of town home sites and condominium unit sites
   commonly known as Lakes by the Bay.  The Court granted the
   Debtors' request.

   The Lennar Entities and the Plan Proponent agree that
   notwithstanding the Lennar Investment Agreement, if the
   Nevada Properties and Lakes By the Bay Property are sold
   prior to the Effective Date, 100% of the net proceeds of the
   sale will be retained by the Debtors and will be contributed
   to Reorganized LandSource Communities as additional cash
   available to the Reorganized LandSource Communities.

   The proceeds retained by the Debtors and contributed to
   Reorganized LandSource Communities will be in addition to the
   minimum cash required to be held by Reorganized LandSource on
   the Effective Date as provided in the Plan and the Lennar
   Investment Agreement.  Pursuant to the Lennar Investment
   Agreement, the Lennar Entities may be entitled to a credit
   equal to 15% of the net sale proceeds for the Nevada Property
   and the Lakes By the Bay Properties against the Lennar Equity
   Investment, and the Lennar Entities, accordingly, waive any
   rights to an adjustment to the Lennar Equity Investment.

               About Newhall Land Development LLC

Newhall Land Development LLC primary investment is The Newhall
Land and Farming Company which owns 15,000 acres of land in the
rapidly growing Santa Clarita Valley, approximately 30 miles north
of downtown Los Angeles.  Newhall owns some of the last remaining
large, undeveloped land in the greater Los Angeles area.  It also
owns 700 acres of commercial land and other property in the Santa
Clarita Valley.

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

In August 2009, following confirmation of its Barclays-backed
Chapter 11 reorganization plan, LandSource Communities Development
LLC emerged from Chapter 11 reorganization as Newhall Land
Development LLC.

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


LANDSOURCE COMMUNITIES: Weil Gotshal Bills $3.2MM for March-June
----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
bankruptcy professionals seek payment of fees and reimbursement of
expenses for the services they rendered in the Chapter 11 cases of
LandSource Communities Development LLC for the period from March
2009 through June 2009:

A. Debtors' Professionals

Professional             Fee Period       Fees       Expenses
------------             -----------   ----------    --------
Weil, Gotshal &           3/01/2009-   $3,259,066     $97,955
Manges LLP                6/30/2009

Lazard Freres & Co. LLC   3/01/2009-      823,655      42,406
                           6/30/2009

Gatzke Dillon &           3/01/2009-      319,389       2,218
Ballace LLP               6/30/2009

Paul, Hastings,           3/01/2009-      218,813       3,062
Janofsky & Walker LLP     6/30/2009

Deloitte & Touche LLP     3/01/2009-      178,404       1,563
                           6/30/2009

Mitchell Silberberg       3/01/2009-      951,942      23,264
& Knupp LLP               6/30/2009
(Bridges Action)

Richards, Layton &        3/01/2009-      152,432      19,103
Finger, P.A.              6/30/2009

Mitchell Silberberg       3/01/2009-       16,856       1,399
& Knupp LLP               6/30/2009
(DLA Piper Action)

Downey Brand LLP          3/01/2009-       15,451           0
                           6/30/2009

Gatzke Dillon & Balance is seeking a hold-back compensation in
the amount of $63,877.

B. Official Committee of Unsecured Creditors' Professionals

Professional              Fee period       Fees       Expenses
------------              ----------     --------     --------
Pachulski Stang           03/01/2009-   $1,097,612    $123,245
Ziehl & Jones LLP         06/30/2009

These professionals submitted to the Court fee applications for
final payment of fees and expenses they incurred in the Debtors'
cases:

Professional        Fee period     Fees    Expenses  Holdback
------------        ----------   --------  --------  --------
XRoads Solutions     6/20/2008-  $421,855   $8,846         $0
Group, LLC          12/08/2008

Warren H. Smith &   11/01/2008-   $74,592     $307    $44,055
Associates, P.C.     7/31/2009

Barclays Bank PLC, as Administrative Agent under the First Lien
Credit Agreement and the Plan Proponent, informed the Court that
it has withdrawn its objections to certain monthly and interim
fee applications of Pachulski Stang Ziehl & Jones LLP, counsel
for the Official Committee Of Unsecured Creditors, and Bell
Anderson & Sanders LLC, appraisers for the Committee.  In
connection with the confirmation of the Third Amended Joint Plan
of Reorganization, the Administrative Agent and the Committee
have reached a settlement that resolves the subject objections.

Meanwhile, Paul, Hastings, Janofsky & Walker LLP, delivered to the
Court an interim fee application for the period from December 8,
2008 through June 30, 2009.  Paul Hastings seeks the Court for
payment of fees totaling $180,700.  Paul Hastings does not seek
reimbursement of any out-of-pocket expenses for this period.

               About Newhall Land Development LLC

Newhall Land Development LLC primary investment is The Newhall
Land and Farming Company which owns 15,000 acres of land in the
rapidly growing Santa Clarita Valley, approximately 30 miles north
of downtown Los Angeles.  Newhall owns some of the last remaining
large, undeveloped land in the greater Los Angeles area.  It also
owns 700 acres of commercial land and other property in the Santa
Clarita Valley.

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

In August 2009, following confirmation of its Barclays-backed
Chapter 11 reorganization plan, LandSource Communities Development
LLC emerged from Chapter 11 reorganization as Newhall Land
Development LLC.

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


LAUREATE EDUCATION: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Laureate Education, Inc., and other ratings, including the B1
rating on the proposed upsized senior secured term loan B.  The
affirmation reflects continuing successful execution on an
aggressive, growth-oriented strategy and the potential for
improved near-term liquidity as the company uses proceeds from the
transaction to pay down revolver borrowings.  Nonetheless, Moody's
notes that the company is likely to use the additional financial
flexibility to carry out acquisitions, rather than create a
protective cushion in difficult economic conditions.

The ratings remain constrained by the high level of overall
indebtedness and Moody's expectations of continuing negative free
cash flow generation (defined as cash from operations less capital
expenditures) in the near term, which leaves little room for
execution missteps.  Despite significant growth, the company's
ongoing expansion program makes it unlikely that the company will
substantively reduce financial leverage to levels more compatible
with the B2 Corporate Family rating in the medium term.  The
company has substantial exposure to the Mexican and Chilean
economies which have slowed down in the first half of 2009, as
well as significant seasonality as a result of summer vacations
which impact first and third quarter revenues.

The Corporate Family Rating of B2 continues to be supported by
Laureate's prominent market position in the international for-
profit, post-secondary education space, predictability of core
revenues, the strength of its brands in attractive, growing
economies and favorable fundamentals for the industry in terms of
recent and (despite near-term uncertainties linked to the current
downturn) future expected growth in enrollments.  The ratings are
also supported by the company's successful record in entering and
expanding markets over long periods of time, and seasoned
management with significant equity exposure in the company.
Finally, there are indications that growth is resuming and
consumer confidence improving in many of the company's non-US
markets.

Moody's took these rating actions:

* Affirmed the B2 Corporate Family Rating;

* Affirmed the B2 Probability of Default Rating;

* Affirmed the B1 (LGD3, 43%) rated $400 million senior secured
  revolving credit facility due 2014;

* Affirmed the B1 (LGD3, 43%) rated proposed upsized $863 million
  senior secured term loan B due 2014;

* Affirmed the B1 (LGD3, 43%) rated $100 million delayed draw term
  loan due 2014;

* Affirmed the Caa1 (LGD5, 82%) rated $260 million 10% senior
  unsecured notes due 2015;

* Affirmed the Caa1 (LGD5, 82%) $436 million 10.25%/11% senior
  unsecured PIK toggle notes due 2015; and

* Affirmed the Caa1 (LGD6, 94%) $310 million 11.75% senior
  subordinated notes due 2017.

The outlook for the ratings remains negative.

The last rating action on Laureate Education was taken on June 3,
2008, when the Corporate Family Rating and existing debt ratings
were affirmed and the outlook was changed to negative.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 42 institutions in 17
countries, offering academic programs to about 480,000 students
through over 100 campuses and online delivery.  Laureate offers a
broad range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and the United States.  Through online universities,
Laureate offers the growing population of non-traditional,
working-adult students the convenience and flexibility of distance
learning to pursue undergraduate, master's and doctorate degree
programs in major career fields including engineering, education,
business, and healthcare.  Laureate had revenues of approximately
$2.1 billion in the twelve months ended June 30, 2009.


LEHMAN BROTHERS: Facing at Least 16,000 Claims at Deadline
----------------------------------------------------------
Lehman Brothers Holdings Inc. creditors including BNP Paribas and
Abu Dhabi Investment Authority filed more than 16,000 claims
against the collapsed bank by the September 22 claims bar date.

The largest claim was filed by Wilmington Trust Company.  WTC, as
successor indenture trustee to Citibank, N.A., filed a $48.8
billion claim against Lehman Brothers Holdings Inc., on behalf of
holders of various unsecured senior notes due to mature 2009 to
2037 issued by Lehman.  Wilmington Trust says that although the
total claim is undetermined at this time, it says the total claim
falls within a range of $49.2 billion, as provided by Citibank, to
$73.1 billion, as provided by the Debtor.

Heron Quays (HQ2) T1 Limited and Heron Quays (HQ2) T2 Limited
filed a $4.28 billion claim.  Heron Quays says that Lehman
Brothers Limited is tenant and LBHI is surety under a underlease
for a property at Canary Wharf, in London.  Heron Quays, the
landlord under the leased property, says LBHI guaranteed LBL's
obligations under the lease agreement.

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

As of September 18, 2009, the largest claims, according to LBHI's
claims agent, Epiq Bankruptcy Solutions LLC, filed so far in
LBHI's Chapter 11 cases are:

Claim No.      Claimant                           Claim Amount
---------      --------                           ------------
  10082         Wilmgington Trust, as
                  Indenture Trustee              $48,779,932,734
  14826         Heron Quays (HQ2) T1 Limited      $4,280,970,000
  1612          Lehman Brothers Bank, FSB         $2,192,000,000
  11037         NY State Department of
                  Taxation and Finance            $1,217,149,064
  14971         BNP Paribas                         $895,971,755
  3813          Boise Land & Timber II, LLC         $833,781,693
  1439          OMX Timber Finance Investments
                  II, LLC                           $833,171,475
  17247         Danske Bank A/S London Branch       $699,657,334
  14664         GLG European Long-Short Fund        $648,992,015
  5576, 4727    New York City Dept. of Finance      $626,999,222
  15649         Abu Dhabi Investment Authority      $609,695,486
  12145         Chang Hwa Commercial Bank, Los Ang  $511,720,568
  13903         Aozora Bank Ltd                     $480,748,699
  14667         GLG North American Opportunity      $464,495,470
  3338          Popolare Vita S.p.A.                $413,269,191
  8468          Credit Suisse Loan Funding          $423,036,453
  15021         BNP Paribas                         $363,105,446
  14665         GLG Emerging Markets Fund           $344,772,087
  12146         Chang Hwa Commer Bank, Offshore     $338,590,549
  11034         Mizuho Corporate Bank, Ltd.         $336,485,299
  315, 316      Giants Stadium LLC                  $301,828,087

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: PwC Says U.K. Court to Rule on Payoffs
-------------------------------------------------------
PricewaterhouseCoopers, administrators for Lehman Brothers
Holdings, Inc.'s U.K. units, stated that a court hearing
commencing October 5 will determine how some money received after
the investment bank sought protection from creditors is paid out.

The Joint Administrators on July 16 made an application to the
U.K. High Court to seek directions to determine the treatment of
Post Administration Money (e.g., redemption proceeds, dividends or
coupons) received by Lehman Brothers International Europe in
respect of certain securities held by LBIE as custodian under
certain versions of the International Prime Brokerage Agreement.

Two parties will make arguments at the hearing.  A prime brokerage
client, RAB Market Cycles (Master) Fund Ltd., will argue that cash
proceeds should be paid to the client in full, PwC said. A so-
called general estate creditor, Hong Leong Bank Berhad, "will make
submissions to the contrary," the Administrators said.

PwC has said it received a "significant amount of money" from
securities held by LBIE.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: $2-Bil. Claim Against Palmdale Challenged
----------------------------------------------------------
Palmdale Hills Property LLC and its units -- projects of SunCal
Cos. that are in bankruptcy -- are contesting a $2 billion claim
filed by Lehman Brothers Holdings Inc.

Prepetition, LBHI and an affiliate committed to provide funding of
$2.3 billion for the development of various residential real
estate projects located throughout the western United States.
The amounts were secured by, among other things, first priority
trust deeds on the projects, which include oceanlots in San
Clemente, in California.  LBHI stopped funding after it filed for
bankruptcy in September 15, 2008.

According to Edvard Pettersson at Bloomberg, SunCal lawyers argued
at a hearing Sept. 22 before the U.S. Bankruptcy Court for the
Central Distirct of California argued that LBHI's claims in the
projects should be thrown out as they are based on about $1.5
billion in loans the bank sold shortly before it filed for Chapter
11 itself last year. Lehman failed to disclose in its proofs of
claim that it no longer owned the loans and was acting as the
agent of the current owners, Fenway Capital LLC, SunCal argued.

Lawyers for Lehman, Bloomberg relates, argued that the loan
transfers weren't sales and that in any case, under the loan
agreements, they are the authorized agent for whoever happens to
own them.  It's common when debt is traded for the originator of
the loan to continue acting as the agent for buyer of the loan,
Lehman said.

Bankruptcy Judge Erith A. Smith will issue a ruling by Oct. 15.

According to Bloomberg News, SunCal, based in Irvine, California,
is trying to prevent LBHI from using its $2 billion claim as a
secured creditor to bid for eight of the properties.  SunCal
prefers the cash offer by the investment firm D.E.  Shaw & Co., a
partner on other company projects, which would give preferential
treatment to unsecured creditors over Lehman.  Shaw's $195 million
offer for nine projects would be subject to higher bids.

                       About Palmdale Hills

Palmdale Hills Property LLC, was formed to develop various
residential real estate projects located throughout the western
United States.  Palmdale is a unit of California developer SunCal
Cos.

Palmdale together with affiliates, which include SunCal Bickford,
filed for Chapter 11 protection before the U.S. Bankruptcy Court
for the Central District of California on Nov. 6, 2008 (Case No.
08-17206).  In its petition, Palmdale estimated assets and debts
of between $100,000,001 to $500,000,000. Paul J. Couchot, Esq., at
Winthrop Couchot PC, represents the Debtors in their restructuring
effort.

                      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)


LESLIE-FOX INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Leslie-Fox Inc.
           dba Saturn of Lynnwood
           dba Saturn of Bellevue
           dba Saturn of Burlington
        PO Box 5095
        Lynnwood, WA 98046

Bankruptcy Case No.: 09-19700

Chapter 11 Petition Date: September 21, 2009

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

Judge: Samuel J. Steiner

Debtor's Counsel: Timothy W. Dore, Esq.
                  Ryan Swanson & Cleveland PLLC
                  1201 3rd Ave, Suite 3400
                  Seattle, WA 98101-3034
                  Tel: (206) 464-4224
                  Email: dore@ryanlaw.com

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

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

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

            http://bankrupt.com/misc/wawb09-19700.pdf

The petition was signed by Roger Fox, corporate secretary and
director of the Company.


LIVE CURRENT: Restates Quarterly Report, Posts $916,408 Net Loss
----------------------------------------------------------------
Live Current Media Inc. posted a net loss of $916,408 for three
months ended March 31, 2009, compared with a net loss of
$2,091,641 for the same period in 2008.

The Company's balance sheet at March 31, 2009, showed total assets
of $6,294,369, total liabilities of $4,478,366 and stockholders'
equity of $1,816,003.

The Company filed an amendment to its quarterly report on Form 10-
Q for the period ended March 31, 2009.  The Company related that
Ernst & Young, its independent registered public accounting firm,
advised that there were errors in its March 31, 2009, consolidated
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 this 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, 2008, and the financial position, results
of operations and cash flows for the quarters ended March 31,
2009, and March 31, 2008, and the year ended Dec. 31, 2008.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?4538

Live Current Media 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).

                        Going Concern Doubt

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.


LYONDELL CHEMICAL: Unaware of Reliance's Interest in Assets
-----------------------------------------------------------
Anthony Clark at Plastics & Rubber Weekly reports that
LyondellBasell spokesperson David Harpole said that he was unaware
of any interest from Reliance Industries Ltd.

As reported by the TCR on September 22, 2009, people familiar with
the matter said that Reliance Industries is looking at acquiring
some or all of LyondellBasell's assets.

Indian TV channel CNBC TV-18 says that LyondellBassell doesn't
know who will be rights offering sponsor.

Citing analysts, PRW states that Reliance Industries could make
deals directly with lenders -- including Citigroup, Royal Bank of
Scotland, and Bank of America-Merrill Lynch -- for their share of
the business.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: Global Gaming to Bid $27MM for Lone Star Park
------------------------------------------------------------------
Court documents say that Global Gaming Solutions LSP LLC has
agreed to purchase Lone Star Park for $27 million from Magna
Entertainment Corp.

Native American Times reports that the sale remains subject to a
competitive bidding process.  Native American Times states that
Global Gaming would have to secure a racing license from the Texas
Racing Commission if it wins Lone Star in the October 7 auction.
The licensing process could take six months, the report says,
citing Global Gaming CEO John Elliott.

As reported by the TCR on September 18, 2009, Miller Buckfire and
Co., which is marketing tracks for Magna Entertainment Corp., said
that seven buyers submitted non-binding indications of interest in
Lone Star Park, a track near Dallas, while five parties toured the
track.  An auction will be conducted on October 7 if additional
bids that would rival Global Gaming's stalking horse bid are
submitted.  Bids are due October 5.  The Debtors will present the
results of the auction to the bankruptcy court on October 14.

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.


MAGNATRAX CORP: Fraudulent Conveyance Litigation Continues
----------------------------------------------------------
WestLaw reports that the trustee of a litigation trust, which was
established during the debtors' bankruptcy and which set up a
relationship in which the unsecured creditors forfeited their
initial distribution to the trust for a stake in any future larger
recovery, had standing to bring constructive fraudulent transfer
claims.  The trustee's claims were not limited to those of the
creditors who opted into the trust since the trustee's standing
derived from the debtors, not the unsecured creditors or trust
beneficiaries.  Kipperman v. Onex Corp., --- B.R. ----, 2009 WL
2515664 (N.D. Ga.) (Forrester, S.J.).

Richard M. Kipperman, the litigation trustee for the Magnatrax
Corporation litigation trust established under the Debtors' Fifth
Amended and Restated Joint Plan of Reorganization, sued Canadian
private equity firm Onex Corproation and its affiliates, which
acquired the debtor's subsidiaries in leveraged buyout
transactions.  Mr. Kipperman alleges actual or fraudulent
conveyances, transfers in violation of the Federal Debt
Collections Procedures Act, breach of fiduciary duty, aiding and
abetting breach of fiduciary duty, civil conspiracy, alter ego
liability, disregard of corporate formalities, single business
enterprise and de facto partnership liability, lender liability,
avoidance of preferential transfers, and unjust enrichment.  The
parties cross-moved for partial summary judgment.  The Honorable
Owen Forrester held that:

    (1) the trustee had standing to bring constructive fraudulent
        transfer claims;

    (2) the relevant date for determining the Georgia statute of
        limitations on a fraudulent conveyance claim was the date
        that the debtor incurred the obligation to make the
        transfer;

    (3) expert testimony that the debtor was in the "zone of
        insolvency" at the time of alleged fraudulent transfers
        was unreliable;

    (4) the expert's reasonably equivalent value analysis was
        unreliable;

    (5) the debtors' payment of a management fee was a payment
        "for an antecedent debt";

    (6) a management fee payment made by the debtors to
        transferees did not fall within contemporaneous-exchange-
        for new value exception to avoidable preferential
        transfer;

    (7) the amount of avoidable transfers that the trustee for
        debtor's litigation trust could recover was not capped by
        the total allowable claims for all unsecured creditors who
        opted into the trust or by the total allowable claims for
        all the unsecured creditors; and

    (8) in pari delicto may not be used against bankruptcy trustee
        to bar fraudulent transfer and preference actions.

Headquartered in Alpharetta, Georgia, Magnatrax Corporation is a
diversified North American manufacturer and marketer of engineered
building products and services for non-residential and residential
construction markets.  The Debtor and its affiliates filed for
chapter 11 protection on May 12, 2003 (Bankr. D. Del. Case No.
03-11402).  Joel A. Waite, Esq., at Young Conaway Stargatt &
Taylor, LLP, represented the Debtors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$207,000,000 and total debts of $326,000,000.  The Court confirmed
the Debtors' Chapter 11 Plan on Nov. 17, 2003, and the Plan took
effect on Jan. 20, 2004.

In the post-emergence fraudulent conveyance litigation:

Mr. Kipperman is represented by:

   Benjamin Aaron Lee, Esq.
   Daniel James King, Esq.
   Catherine M. O'Neil, Esq.
   King & Spalding, LLP
   1180 Peachtree Street, NE
   Atlanta, GA 30309-3521
   Phone: (404) 572-4600
   Fax: (404) 572-5100

        - and -

   Catherine Steege, Esq.
   Avid M. Greenwald, Esq.
   Joel Pelz, Esq.
   Jenner & Block LLP
   330 N. Wabash Avenue
   Chicago, IL 60611-7603
   Phone: (312) 222-9350
   Fax: (312) 527-0484

and the Defendants are represented by:

   Alan W. Kornberg, Esq.
   Christopher D. Frey, Esq.
   Maria T. Vullo, Esq.
   Moses Silverman, Esq.
   Philip G. Barber, Esq.
   Samuel E. Bonderoff, Esq.
   Stacey A. Shortall, Esq.
   Paul Weiss Rifkind Wharton & Garrison LLP
   1285 Avenue of the Americas
   New York, NY 10019-6064
   Phone: (212) 373-3000
   Fax: (212) 757-3990

        - and -

   Dan Foster Laney, III, Esq.
   Richard H. Sinkfield, Esq.
   Phillip S. McKinney, Esq.
   Rogers & Hardin LLP
   2700 International Tower
   229 Peachtree Street NE
   Atlanta, GA 30303
   Phone: (404) 522-4700
   Fax: (404) 525-2224

        - and -

   Michael Peter Carey, Esq.
   Bryan Cave LLP
   One Atlantic Center, 14th Floor
   1201 W. Peachtree St., N.W.
   Atlanta, GA 30309
   Phone: (404) 572-6600
   Fax: (404) 572-6999

        - and -

   Constance Melissa Ewing, Esq.
   Parker, Hudson, Rainer & Dobbs LLP
   1500 Marquis Two Tower
   285 Peachtree Center Ave. NE
   Atlanta, GA 30303
   Phone: (404) 523-5300
   Fax: (404) 522-8409

        - and -

   Kenneth A. Gallo, Esq.
   Paul Weiss Rifkind Wharton & Garrison, LLP
   2001 K Street, NW
   Washington, DC 20006-1047
   Phone: (202) 223-7300
   Fax: (202) 223-7420


MERRILL LYNCH: BofA to Pay $425-Mil. to Exit Guarantee Program
--------------------------------------------------------------
Bank of America Corporation has reached an agreement with the U.S.
government to terminate its term sheet with respect to the
guarantee of up to $118 billion in assets by the government.  The
term sheet was executed in connection with BofA's acquisition of
Merrill Lynch in January 2009.

Under terms of the agreement, BofA will pay $425 million to the
Treasury Department, Federal Reserve, and Federal Deposit
Insurance Corporation.

"We are pleased to resolve this matter and move forward," said
BofA CEO and President Kenneth D. Lewis.

BofA had received FDIC approval to exit the debt guarantee program
under the FDIC's Temporary Liquidity Guarantee Program.

The decisions to terminate the asset guarantee term sheet and exit
the debt guarantee program are the latest in a series of steps
taken by BofA to reduce its reliance on government support and
return to normal market funding.

Other steps include:

     -- increasing Tier 1 common capital by $40 billion through
        several steps, including a $15.5 billion common stock
        offering, $10.9 billion in preferred stock exchanges and
        asset sales;

     -- issuing $10 billion in nongovernment-backed debt in the
        public markets;

     -- reducing borrowings under the government's Term Auction
        Facility;

     -- eliminating borrowings from the Federal Reserve's Term
        Securities Lending Facility and Primary Dealer
        Credit Facility; and

     -- maintaining no governmental common stock ownership in the
        Company, including converting no TARP preferred shares to
        common stock.

Mr. Lewis said, "We are a stronger company than we were even a few
months ago, and while we continue to face challenges from rising
credit costs, we believe we have all the pieces in place to emerge
from this current economic crisis as one of the leading financial
services firms in the world."

Dan Fitzpatrick and Kara Scannell at The Wall Street Journal
report that BofA failed to comply with a Monday deadline from the
House oversight committee for details of any legal advice that the
bank received on disclosure of Merrill Lynch's fourth-quarter
losses.  According to The Journal, a top BofA executive will meet
with the committee's chairperson.

The Journal relates that BofA has named DuPont Co. Chairman
Charles Holliday to its board, which voted to cap its size at 15
members.  Mr. Holliday's appointment completes an overhaul
required by U.S. regulators, The Journal notes.

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


MERUELO MADDUX: Posts $10.5MM Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Meruelo Maddux Properties, Inc., posted a net loss of $10,540,000
for three months ended June 30, 2009, compared with a net loss of
$6,437,000 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $608,694,000, total liabilities of $406,597,000 and
stockholders' equity of $202,097,000.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4537

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.


METRO HEALTH: Fitch Puts 'B+' Bond Rating on Evolving Watch
-----------------------------------------------------------
Fitch Ratings places the 'B+' rating on approximately $44 million
of series 2001 bonds outstanding issued by the Metro Health
Facilities Development Corporation for Wilson N. Jones Medical
Center on Rating Watch Evolving.

The Rating Watch Evolving indicates that there is a heightened
probability of a rating change and that the rating may be raised,
lowered, or affirmed.

This rating action reflects the July 16, 2009 announcement by
Wilson N.  Jones Medical Center that they have entered into a
Letter of Intent with Texas Health Resources and Legacy Hospital
Partners to undertake a 120-day process of due diligence and
negotiations that could result in the acquisition of the hospital.
According to management, the series 1993 and 2001 bonds are
expected to be redeemed or defeased in connection with the
consummation of a successful transaction.

Interim data for the six months ending June 30, 2009, show an
operating loss of $719,000 (-1.0% operating margin), coupled with
decreased liquidity.  Upon resolution of this transaction, Fitch
will conduct a thorough review of WNJ's 2009 year-to-date
performance and will update the rating accordingly.

WNJ is a 241-licensed bed community hospital in Sherman, Texas (65
miles north of Dallas in Grayson County).  WNJ had $138.9 million
in total operating revenue in 2008.  WNJ covenants to provide
annual and quarterly disclosure to bondholders.  Quarterly
disclosure is viewed favorably, and includes management discussion
and analysis, a balance sheet, an income statement, a cash flow
statement, and utilization statistics.  Disclosure material is
disseminated through the national repositories.


MODINE MANUFACTURING: JPMorgan, Lenders Waive Technical Default
---------------------------------------------------------------
Modine Manufacturing Company on September 15, 2009, entered into
these agreements:

     -- Second Amendment to Credit Agreement amending the Amended
        and Restated Credit Agreement, as amended, with JPMorgan
        Chase Bank, N.A. (successor by merger to Bank One, NA
        (main office Chicago)), a national banking association,
        as Swing Line Lender, as LC Issuer and a lender and as
        Agent and Bank of America, N.A., M&I Marshall & Ilsley
        Bank, Wells Fargo Bank, N.A., Dresdner Bank AG
        (Commerzbank AG), U.S. Bank, National Association and
        Comerica Bank

        See http://ResearchArchives.com/t/s?4540

     -- Waiver and Third Amendment to Note Purchase Agreement
        (2006) amending the Note Purchase Agreement dated as of
        December 7, 2006, as amended, pursuant to which the
        Company issued $50,000,000 of 5.68% Senior Notes, Series A
        due December 7, 2017 and $25,000,000 of 5.68% Senior
        Notes, Series B due December 7, 2017

        See http://ResearchArchives.com/t/s?4541

     -- Waiver and Third Amendment to Note Purchase Agreement
        (2005) amending the Note Purchase Agreement dated as of
        September 29, 2005, as amended, pursuant to which the
        Company issued $75,000,000 of 4.91% Senior Notes due
        September 29, 2015

        See http://ResearchArchives.com/t/s?4542

The Company entered into the September 15 Amendments to waive
certain events of default existing under the Credit Agreement, the
2006 Note Purchase Agreement and the 2005 Note Purchase Agreement
and amend other provisions of the Credit Agreement, the 2006 Note
Purchase Agreement and the 2005 Note Purchase Agreement.

Pursuant to the terms of the September 15 Amendments:

     -- A technical default involving the Company's commitment to
        increase the capital of Modine Thermal Systems (Changzhou)
        Co., Ltd. in the aggregate amount of $1,500,000 was waived
        and the amount of such capital increase was applied
        against the Company's basket for permitted loans and
        advances;

     -- A technical default resulting from the Company's optional
        principal prepayment under the Credit Agreement that
        reduced the aggregate outstanding principal amount of the
        advances to $82,000,000 was waived.  To the extent that
        optional principal prepayments reduce the advances below
        $94,000,000, the Company is required to deposit such sums
        into a cash collateral account for the benefit of the
        Lenders and the holders of the 2006 Notes and the 2005
        Notes.  Upon the effectiveness of the September 15
        Amendments, the Company borrowed $12,000,000 and deposited
        that amount in a cash collateral account;

     -- The Company may acquire a Dutch holding company and
        conduct these transactions:

           (i) sell Modine UK Dollar, Limited, a wholly owned
               subsidiary of the Company, to the Dutch holding
               company;

          (ii) transfer its beneficial interest in Modine Korea,
               LLC, also a wholly owned subsidiary of the Company,
               to the Dutch holding company; and

         (iii) sell its wholly owned subsidiary, Modine Austria
               Holding GmbH, to Modine Holding GmbH, also a wholly
               Owned subsidiary of the Company.

        The transfers among the Company and its subsidiaries are
        Excluded Sales for purposes of mandatory prepayments of
        Asset Sale Net Proceeds; and

     -- The existing loan between the Company and Modine Korea,
        LLC may remain outstanding after the disposition of Modine
        Korea, LLC to a third party in the event such transaction
        occurs.

On September 18, 2009, the Company entered into these agreements:

     -- Third Amendment to the Credit Agreement amending the
        Credit Agreement

        See http://ResearchArchives.com/t/s?4543

     -- Fourth Amendment to the 2006 Note Purchase Agreement

        See http://ResearchArchives.com/t/s?4544

     -- Fourth Amendment to the 2005 Senior Note Agreement

        See http://ResearchArchives.com/t/s?4545

The Company entered into the September 18 Amendments to amend
certain provisions of the Credit Agreement, the 2006 Note Purchase
Agreement and the 2005 Note Purchase Agreement in anticipation of
the Company's public offering of common stock, $0.625 par value
per share.

Pursuant to the terms of the September 18 Amendments:

     -- Certain financial covenants were modified so the amount of
        cash restructuring charges that may be added back to
        Consolidated Net Income for covenant purposes will be
        increased by $20,000,000, permitted capital expenditures
        will be increased by $5,000,000 for the current fiscal
        year, and any amount of unused capital expenditure for the
        current fiscal year (not to exceed $5,000,000) may be
        carried over to the next fiscal year, and the amount of
        off balance sheet liabilities for sale leasebacks after
        February 17, 2009 and the interest component of such sale
        leasebacks that are excluded from total debt and interest
        expense for covenant purposes is increased from
        $20,000,000 to $30,000,000;

     -- The funds in the cash collateral account described in the
        provisions of the September 15 Amendments will be
        released; and

     -- The terms of the documents, other than certain conforming
        definitions, become effective automatically on the date of
        the closing of the Offering, subject to certain
        conditions.

                          About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.


MODINE MANUFACTURING: Sees Improved Fiscal 2010 Q2 Results
----------------------------------------------------------
In connection with its public offering of common stock, $0.625 par
value per share, Modine Manufacturing Company said based upon
recent trends, it is anticipating sequential improvement in its
operating results for the second quarter of fiscal 2010 as
compared to the first quarter of fiscal 2010.  The expected
improvement in second quarter results is despite the fact that the
second quarter is seasonally impacted by summer shutdowns at
certain customers.

Modine said second quarter fiscal 2010 revenues will be positively
impacted by incremental sales volume from several new program
launches, and the Company expects these launches to positively
impact its revenues over the remainder of the fiscal year.  In
addition, the Company anticipates that its fiscal 2010 revenues
will be positively impacted by modest improvements in global sales
volumes in certain key markets and improved commercial vehicle
build rates in North America and the positive impact of new
program launches.

The Company's debt agreements require it to maintain compliance
with various covenants.  Currently, the most restrictive
limitation is a minimum cumulative adjusted earnings before
interest, taxes, depreciation and amortization (EBITDA) covenant.
The Company is projecting second quarter fiscal 2010 adjusted
EBITDA to be better than the first quarter fiscal 2010 adjusted
EBITDA, and expects to be in compliance with its adjusted EBITDA
covenant and all of its other financial covenants throughout the
remainder of fiscal 2010.  The Company is anticipating positive
cash flow from operations and a decrease in net debt (defined as
the sum of short- and long-term debt less cash and cash
equivalents) balances over the remainder of the fiscal year,
positively impacting its liquidity.

                   Financials Revised to Reflect
                     New Accounting Standards

Modine filed a shelf registration statement on Form S-3 with the
Securities and Exchange Commission on August 4, 2009.  SEC rules
require that the financial statements included or incorporated by
reference in the prospectus that is part of the Shelf Registration
Statement reflect any subsequent changes in accounting principles
or presentation that are being applied retrospectively.

As the Company retrospectively adopted new accounting standards
effective April 1, 2009, it filed revised financial statements and
other information included in the Annual Report on Form 10-K for
the year ended March 31, 2009, for these retrospectively applied
changes in accounting principles or basis of presentation.

Specifically, the consolidated financial statements at March 31,
2009 and 2008, and for each fiscal year in the three-year period
ended March 31, 2009, and the related Business Discussion,
Selected Financial Data and Management's Discussion and Analysis
of Financial Condition and Results of Operations reflect:

     (i) the Company's retrospective application of the
         presentation of earnings per share as a result of the
         adoption of Financial Accounting Standards Board (FASB)
         Staff Position EITF 03-6-1, "Determining Whether
         Instruments Granted in Share-Based Payment Transactions
         Are Participating Securities" effective April 1, 2009,
         which requires unvested share-based payment awards that
         contain non-forfeitable rights to dividends (whether paid
         or unpaid) to be treated as participating securities and
         included in the computation of basic earnings per share;

    (ii) the Company's retrospective adjustment to reported
         segment results for certain management reporting changes
         made as of April 1, 2009 resulting in the transfer of
         support department costs originally included in Corporate
         and administrative into the Original Equipment -- North
         America segment; and

   (iii) the correction of the classification of an impairment
         charge recorded on an equity investment during the fourth
         quarter of fiscal 2009 due to a decline in its value
         which was "other than temporary."

Except as related to the matters discussed, the disclosures have
not been updated to reflect other subsequent transactions or
events from those disclosures contained in the 2009 Form 10-K.

A full-text copy of the revised consolidated financial statements
of Modine as of March 31, 2009 and 2008 and for each fiscal year
in the three-year period ended March 31, 2009, Business
Discussion, Selected Financial Data and Management's Discussion
and Analysis of Financial Condition and Results of Operations, is
available at no charge at http://ResearchArchives.com/t/s?4546

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.


MODINE MANUFACTURING: To Raise Cash by Selling 9MM Common Shares
----------------------------------------------------------------
Modine Manufacturing Company has commenced a public offering of
9,000,000 shares of its common stock.  In connection with the
public offering, Modine intends to grant the underwriters an
option to purchase up to an additional 1,350,000 shares.

Modine intends to use the proceeds from the offering to reduce
indebtedness and for general corporate purposes.  Specifically,
Modine intends to use 50% of the net proceeds to repay a portion
of the principal of its 10% Senior Notes due 2015, 10.75% Series A
Senior Notes due 2017 and 10.75% Series B Senior Notes due 2017
and repay a portion of the outstanding borrowings and permanently
reduce the revolving commitments under its U.S. revolving credit
facility which expires in July 2011.  During the 30 days ending
September 15, 2009, the borrowings under the U.S. revolving credit
facility had a weighted average interest rate of 5.02%.

Modine intends to use the balance of the net proceeds to execute
its four-point plan. Pending such use, these net proceeds may be
temporarily invested in short-term instruments or used to
temporarily reduce outstanding borrowings under the U.S. revolving
credit facility.

J.P. Morgan is the book-running manager and Robert W. Baird & Co.
is the lead manager for the offering.  Comerica Securities and
KeyBanc Capital Markets are acting as co-managers.

Modine filed with the Securities and Exchange Commission a
preliminary prospectus supplement in connection with the offering.
A full-text copy of the preliminary prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?4548

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.


MONEYGRAM INTERNATIONAL: Board of Directors Amends Bylaws
---------------------------------------------------------
The Board of Directors of MoneyGram International, Inc., on
September 10, 2009, approved amendments to the Corporation's
Bylaws to reflect provisions regarding the declassification of the
Board of Directors and the proportional voting of directors that
were approved by the Corporation's stockholders at the 2009 Annual
Meeting held on May 12, 2009.

A full-text copy of the Bylaws as amended September 10 is
available at no charge at http://ResearchArchives.com/t/s?4551

                   About MoneyGram International

MoneyGram International -- http://www.moneygram.com/-- is a
global payment services company, helping consumers pay bills
quickly and safely send money around the world in as little as 10
minutes.  Its global network is comprised of 180,000 agent
locations in nearly 190 countries and territories.  MoneyGram's
network includes retailers, international post offices and
financial institutions.

The Company posted a net loss of $3,317,000 for the three months
ended June 30, 2009, from net income of $15,161,000 for the same
quarter a year ago.

As of June 30, 2009, the Company had $6,221,272,000 in total
assets and $6,244,573,000 in total liabilities, resulting in
$823,388,000 in stockholders' deficit.


MXENERGY HOLDINGS: Says Natural Gas, Electricity Sales to Rise
--------------------------------------------------------------
MXenergy Holdings Inc. said September 16 it has not yet finalized
its audited financial statements or published any financial
results for the fiscal year ended June 30, 2009.  For the year
then ended, the Company currently estimates that total sales of
natural gas and electricity and Adjusted EBITDA will exceed
$780 million and $42 million, respectively.

The estimated results have not been examined or audited by the
Company's independent registered public accounting firm and its
independent registered public accounting firm has not provided any
other form of assurance on these estimated results.  There can be
no assurance that these estimated results will not differ from the
financial information to be reflected in the Company's financial
statements for the period ended June 30, 2009, when finalized, or
that these estimated results are indicative of the Company's
future performance.

       Exchange Offer and Consent Solicitation Clarification

As indicated in the cover letter, dated September 9, 2009, the
Company has clarified the Second Amended and Restated Confidential
Offering Memorandum and Consent Solicitation Statement does not
change any of the economic or other material terms of the Exchange
Offer and Consent Solicitation, as such terms were contained in
the Amended and Restated Confidential Offering Memorandum and
Consent Solicitation Statement, dated August 14, 2009.

Accordingly, for each $1,000 aggregate principal amount of Notes
validly tendered and not validly withdrawn on or prior to the
Expiration Date, the Company will issue 213.75 shares of Class A
Exchange Common Stock as previously stated, and not the 213.745563
shares of Class A Exchange Common Stock included in the Second
Amended and Restated Confidential Offering Memorandum and Consent
Solicitation Statement.  The 213.745563 shares described in the
Second Amended and Restated Confidential Offering Memorandum and
Consent Solicitation Statement was included to facilitate the
rounding of the share numbers contained in the Second Amended and
Restated Confidential Offering Memorandum.

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving roughly 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.


MXENERGY INC: Societe Generale Waives September 4 Defaults
----------------------------------------------------------
MXenergy Inc. and MXenergy Electric Inc., subsidiaries of MXenergy
Holdings Inc., entered into the Ninth Amendment and Waiver dated
as of September 14, 2009, to the Third Amended and Restated Credit
Agreement dated as of November 17, 2008, as amended, with the
Company and certain of its subsidiaries, as guarantors, the
lenders party thereto and Societe Generale, as administrative
agent.

As reported by the Troubled Company Reporter on September 9, 2009,
MXenergy entered into the Eighth Amendment and Waiver dated as of
August 31, 2009, to Societe Generale credit agreement.  Pursuant
to the terms of the Credit Agreement Amendment, the maturity date
under the Credit Agreement was extended to September 21, 2009.
Additionally, the definition of "Trigger Event" contained therein
was amended and restated in its entirety to mean:

     1) on or prior to September 4, 2009:

        a) the administrative agent has not received written
           confirmation (which written confirmation may be sent
           via electronic mail) from Sempra Energy Trading LLC --
           the Refinance Party as defined in the Credit Agreement
           Amendment -- confirming that:

              (i) it has negotiated and agreed to the final form
                  Of the Collateral LOC (as defined in the Credit
                  Agreement Amendment) with the issuing bank, and
                  it will provide for the delivery of the
                  Collateral LOC (as defined in the Credit
                  Agreement Amendment) to the issuing bank on or
                  before the closing date of the proposed
                  transaction between the Refinance Party and the
                  Borrowers -- that would provide for the
                  refinancing in full of the Obligations and
                  delivery to the Issuing Bank of a back-to-back
                  letter of credit in favor of the Issuing Bank on
                  or before the Maturity Date;

             (ii) it has negotiated and agreed to the final form
                  of Payoff Letter with the administrative agent
                  and will accept the Payoff Letter from the
                  administrative agent and the Borrowers under the
                  Credit Agreement in connection with the closing
                  of the Refinance Transaction, without requiring
                  any other terms, conditions or documentation
                  from the administrative agent or the Lenders
                  under the Credit Agreement concerning the
                  matters contained therein; and

            (iii) it actively continues to negotiate definitive
                  documentation in good faith with the Company and
                  the Borrowers on the Refinance Transaction and
                  that the Refinance Party's due diligence
                  investigation of the Borrowers' business has not
                  identified any materially adverse matters in the
                  judgment of the Refinance Party;

        b) the final form of Collateral LOC is not in form and
           substance satisfactory to the issuing bank in its sole
           discretion; or

        c) the final form of Payoff Letter is not in form and
           substance satisfactory to the administrative agent in
           its sole discretion;

     2) on or prior to September 8, 2009, the Borrowers fail to
        deliver to the administrative agent evidence satisfactory
        to the administrative agent and the Majority Lenders (as
        defined in the Credit Agreement) that the FERC Approval
        has been obtained;

     3) on or prior to September 20, 2009, holders of at least 95%
        (or, if the applicable condition precedent in the Exchange
        Offering Memo is waived by a sufficient number of holders
        of the Senior Notes pursuant to evidence satisfactory to
        the administrative agent and the Majority Lenders in their
        sole discretion, 90%) of the outstanding principal amount
        of the Senior Notes (excluding Senior Notes owned by the
        Company) shall not have validly tendered and not withdrawn
        their Senior Notes in the Senior Notes Exchange Offer (as
        defined in the Credit Agreement), as modified pursuant to
        an amendment to the Exchange Offering Memo;

     4) the Senior Notes Exchange Offer or the Exchange Offering
        Memo:

        a) expires or is terminated without holders of a
           sufficient amount of the Senior Notes to make the
           Senior Notes Exchange Offer effective having validly
           tendered and not withdrawn their Senior Notes in the
           Senior Notes Exchange Offer; or

        b) is amended or otherwise modified in any manner (unless
           amended or otherwise modified solely to: (i) reflect
           the final terms agreed to (pursuant to evidence
           satisfactory to the administrative agent and the
           Majority Lenders in their sole discretion) by the
           Company, the Refinance Party and the holders of the
           Senior Notes, and such amendment or other modification
           is in form and substance reasonably satisfactory to the
           administrative agent and the Majority Lenders; or (ii)
           extend the expiration date of the Senior Notes Exchange
           Offer such that it is consummated and settled
           simultaneously with the closing of the Refinance
           Transaction; or

     5) the Company or a Borrower receives a notice of or becomes
        aware of a termination or abandonment by the Refinance
        Party of the Refinance Transaction, or a significant
        change in structure that could reasonably be expected to
        delay the closing thereof to after the Maturity Date, or
        the Company, a Borrower or any of their subsidiaries takes
        any action to terminate or abandon the Refinance
        Transaction, or fails to take any action which failure has
        the effect of terminating or abandoning the Refinance
        Transaction.

The September 4 Milestones were not satisfied, and therefore an
Event of Default occurred and is continuing.

The Borrowers requested that the Lenders amend the Credit
Agreement and waive the September 4 Defaults.

Pursuant to the Ninth Amendment and Waiver, the Lenders agree to
waive the September 4 Defaults.  The Administrative Agent and the
Lenders reserve the right to exercise any rights and remedies
available to them in connection with any other present or future
Defaults or Events of Default with respect to the Credit Agreement
or any other provision of any Loan Document.

Pursuant to the terms of the Credit Agreement Amendment, the final
date on which the Company may request issuance, increase,
amendment, renewal or extension of letters of credit under the
Credit Agreement was amended to the date which is two business
days prior to the Maturity Date.

As of 9 a.m. New York time on the Ninth Amendment Effective Date,
(i) the aggregate outstanding principal amount of (A) Revolving
Advances is $0 and (B) Bridge Loans is $5,400,000; and (ii) the
aggregate undrawn face amount of the Letters of Credit is
$86,760,251.

Members of the lending syndicate are:

     * Societe Generale, as Administrative Agent, Issuing Bank,
       and Lender;
     * Wachovia Bank, N.A., as lender;
     * CoBank, ACB, as lender;
     * Morgan Stanley Bank, N.A., as lender;
     * Bank of America, N.A., as lender;
     * Allied Irish Banks p.l.c., as lender; and
     * RZB Finance LLC, as lender;

                     Hedge Agreement Amendment

MXenergy also entered into the Seventeenth Amendment and Waiver to
Master Transaction Agreement dated as of September 14, 2009 --
Hedge Agreement Amendment -- with the Company and certain of its
subsidiaries, as guarantors, and Societe Generale, as hedge
provider, amending certain provisions of that Master Transaction
Agreement dated as of August 1, 2006, as amended.  The Hedge
Agreement Amendment extends the date by which a Liquidity Event
and a refinancing and repayment or novation of MXenergy's
obligations under the Hedge Agreement will occur to September 21,
2009.

A full-text copy of the Ninth Amendment and Waiver to the Third
Amended and Restated Credit Agreement, dated as of September 14,
2009, among MXenergy, the lender parties, and Societe Generale, as
administrative agent, is available at no charge at:

              http://ResearchArchives.com/t/s?454f

A full-text copy of the Seventeenth Amendment and Waiver to the
Master Transaction Agreement, dated as of September 14, 2009,
among MXenergy and Societe Generale, as hedge provider, is
available at no charge at http://ResearchArchives.com/t/s?4550

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving roughly 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.


NAP GRAND CAYMAN: Files Chapter 11 in Dallas
--------------------------------------------
NAP Grand Cayman Partners Ltd. filed for Chapter 11 protection in
Dallas, Texas. T he bare-bones petition says assets and debt both
exceed $10 million.

NAP Grand Cayman Partners Ltd. is the developer of Grand
Cayman Condominiums in Palm City Beach, Florida.  NAP Grand
Cayman, together with affiliate GC Note LLC, filed for Chapter 11
on Sept. 19, 2009 (Bankr. N.D. Tex. Case No. 09-36217).
Vincent P. Slusher, Esq. , at DLA Piper LLP (US), represents the
Debtors in their restructuring effort.


NEBRASKA BOOK: Moody's Assigns 'B1' Rating on $200 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 2, 25%) rating to
Nebraska Book Company's proposed $200 million senior secured notes
due December, 2011.  The ratings assigned assume no material
change in the terms of the transaction as announced by the
company.  All other ratings including the B3 Corporate Family
Rating were affirmed.  The rating outlook remains negative.

Proceeds from the new notes and a new $75 million asset based
revolving credit facility (unrated) will be used to refinance in
full the company's existing $65 million secured revolving credit
facility that expires in May, 2010 and its $194 million secured
term loan that has a final maturity in 2011.  The B1 rating
assigned to the new notes reflects their second lien security
interest in substantially all assets of the company ranking junior
to the new asset based revolving credit facility which will have a
first lien on the same assets.

The affirmation of NBC's B3 corporate family rating reflects its
highly leveraged capital structure, competition in the textbook
market, and the significant seasonality of the company's business.
The ratings also take into consideration the relatively stable
demand for used and new college textbooks and the company's high
share of the used textbook market.  The proposed transaction will
have a limited impact on credit metrics and will address near term
debt maturities.  However, even if the new financings are
concluded, the company will still face significant refinancing
requirements in late 2011.

The negative outlook reflects Moody's concerns regarding the
significant level of debt maturities and scheduled term loan
amortization in 2010.  Closing the offering of the new notes and
asset based revolver would address these near term liquidity
issues.  Should the transactions close substantially on the terms
announced, Moody's would expect to revise the rating outlook to
stable from negative.

This rating was assigned:

Nebraska Book Company

* $200 million senior secured notes due December 2011 at B1 (LGD
  2, 25%)

These ratings were affirmed and LGD point estimates adjusted:

NBC Acquisition Corporation

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* $77 million Sr. Discount Debentures due 2013 at Caa2 (LGD 6,
  94%)

Nebraska Book Company

* $175 million Sr. Subordinated Notes due 2012 at Caa1 (LGD 5, 70%
  From LGD 4, 69%)

These ratings are affirmed and will be withdrawn at closing of the
proposed new facilities:

* $65 million Sr. Secured Revolving Credit Facility due 2009 at
  Ba3 (LGD 2, 19%)

* $194 million Sr. Secured Term Loan due 2011 at Ba3 (LGD 2, 19%)

Moody's last rating action on NBC Acquisition Corporation was on
February 5, 2009, when the Corporate Family Rating was confirmed
at B3 with a negative rating outlook.

NBC Acquisition Corp., headquartered in Lincoln, Nebraska, is a
holding company whose sole asset is Nebraska Book Company, Inc.
Nebraska Book Company, Inc., is a leading wholesaler of used
textbooks and operates approximately 275 college bookstores across
the United States.  Revenues for the LTM period ended June 30,
2009, were approximately $608 million.


NEWARK GROUP: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'D' corporate credit rating, on The Newark Group
Inc., a Cranford, New Jersey-based paperboard manufacturer.

On April 3, 2009, Newark announced it did not make its semiannual
interest payment due on March 15, 2009, on its $175 million
outstanding subordinated notes and its failure to file its Form
10-Q for the quarter ended Jan. 31, 2009, with the SEC.  The
company entered into a forbearance agreement with requisite
lenders, which expires on Oct. 31, 2009, and has yet to announce a
resolution to its technical violation.  Also, the company has not
filed its financial results for the fiscal year ended April 30,
2009, and for the quarters ended Jan. 31, 2009 and July 31, 2009.
"As such, S&P does not have sufficient information to maintain the
ratings," said Standard & Poor's credit analyst Andy Sookram.


NORTEL NETWORKS: Bids for Carrier Networks Business Due Oct. 16
---------------------------------------------------------------
Nortel Networks Corporation said its principal operating
subsidiary, Nortel Networks Limited, and its U.S. subsidiary,
Nortel Networks Inc., plan to sell, by auction, the assets of its
Carrier Networks business associated with the development of Next
Generation Packet Core network components.  The Packet Core Assets
consist of software to support the transfer of data over existing
wireless networks and the next generation of wireless
communications technology, including relevant non-patent
intellectual property, equipment and other related tangible
assets.  In connection with this proposed sale, NNL also expects
to grant the purchaser a non- exclusive license of relevant patent
intellectual property.

Nortel has filed a motion seeking the establishment of a Section
363 sale procedure with the United States Bankruptcy Court for the
District of Delaware that will allow qualified bidders to submit
offers for the Packet Core Assets.  A similar motion for the
approval of the sale procedure will be filed with the Ontario
Superior Court of Justice.  Any sale would be subject to approval
by the U.S. and Canadian courts.

Nortel proposes an October 16 deadline for competing bids.  The
auction date has not yet been set.

The Delaware Court is scheduled to hear the proposed bidding
procedures on September 30.

Nortel Networks Corporation does not expect that its common
shareholders or the preferred shareholders of NNL will receive any
value from the creditor protection proceedings and expects that
the proceedings will result in the cancellation of these equity
interests.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(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)


NORTHERN ACQUISITIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Northern Acquisitions Management Group LLC
        2009 N Scottsdale Rd, Suite 1
        Scottsdale, AZ 85257

Bankruptcy Case No.: 09-23319

Chapter 11 Petition Date: September 21, 2009

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

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima PLC
                  4000 N Scottsdale Rd, Ste 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.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 Steven Knotts, managing member of the
Company.


NOVEMBER 2005: Reaches Settlements With 2 Parties Objecting Plan
----------------------------------------------------------------
November 2005 Land Investors, L.L.C., has reached settlements with
former partner and homebuilder D.R. Horton Inc. and with the city
of North Las Vegas.

As reported by the TCR on September 21, 2009, D.R. Horton and
North Las Vegas objected November 2005's Reorganization plan.

According to court documents, November 2005 and D.R. Horton said
that they have settled their disputes, which November 2005
agreeing not to oppose D.R. Horton's $31.8 million in claims as a
creditor and D.R. Horton agreeing not to vote against the Debtor's
plan to emerge from bankruptcy.

Steve Green at Las Vegas Sun reports that November 2005's lawyers
filed an agreement saying that Park Highlands' infrastructure and
parks and trails agreements with the city of North Las Vegas won't
be canceled as part of the reorganization and "will be binding, in
their present form, on the debtor and any successors in interest
to the debtor."  Las Vegas Sun states that given the depressed
state of the homebuilding industry in Southern Nevada, the city's
lawyers said that the city agreed to discuss amendments to the
agreements.  November 2005 said in court documents that it is
"working with the city with respect to possible amendments to the
Development Agreement, the Parks & Trails Agreement and other
agreements in a manner which will be mutually beneficial and which
will take into account the economic and development issues that
now exist because of (the) unprecedented economic climate of
today."

Las Vegas Sun relates that a group of lenders associated with
Credit Suisse Alternative Capital Funds still objects the Plan,
saying that Park Highlands would remain inadequately funded after
emerging from bankruptcy and that it will likely end up in
bankruptcy again or be liquidated.

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.


NUTRITIONAL SOURCING: Liquidating Plan Declared Effective
---------------------------------------------------------
BankruptcyData.com reports that the First Amended Joint
Liquidating Chapter 11 Plan filed Nutritional Sourcing Corp. and
its official committee of unsecured creditors became effective.

The U.S. Bankruptcy Court for the District of Delaware confirmed
the Plan on Aug. 31, 2009.

Under the Amended Plan, holders of the Debtors' other priority and
other secured claims, and mirror loan note claims are expected to
recover 100% of their claims.  Other creditors will obtain these
recoveries:

                                  Estimated Recovery
          Type of Claim           under Amended Plan
          -------------           ------------------
          Senior Secured                   25.0%
          Pueblo Trade                     98.0%
          Pueblo General Unsecured          7.6%
          FLBN General Unsecured           18.9%
          PBGC Recovery                    37.8%
          Keon and O'Leary Recovery        35.2%

All holders of the Debtors' penalty and subordinated claims, and
equity securities interest will get nothing under the plan.

A full-text copy of the disclosure statement explaining the
Amended Plan is available for free at:

              http://ResearchArchives.com/t/s?3de9

A full-text copy of the Debtors' Amended Plan is available for
free at http://ResearchArchives.com/t/s?3dea

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The Company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11
protection on August 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The Company has
disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


OSCIENT PHARMACEUTICALS: Lupin Wins Auction for Antara
------------------------------------------------------
Oscient Pharmaceuticals Corp., will sell its cholesterol-lowering
drug Antara to Lupin Ltd. for $38.6 million, Christopher Scinta at
Bloomberg News reported.

Lupin, an Indian generic drugmaker, outbid Akrimax Pharmaceuticals
LLC at a court-supervised auction, Oscient's bankruptcy lawyer,
Charles Dale III of K&L Gates LLP, said in a phone interview with
Bloomberg.  New Jersey based Akrimax had been the lead bidder with
a $20 million offer and eventually raised its offer to
$35.4 million including a break-up fee and royalty payments.  The
sale to Lupin is expected to close next week.

Early this month Oscient won approval from the Bankruptcy Court to
sell commercial rights to antibiotic Factive to Cornerstone
Therapeutics Inc.  Cornerstone agreed to pay $5,000,000 plus an
amount for purchased inventory.

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation (OSCIQ.PK) -- http://www.antararx.com/and
http://www.factive.com/-- markets two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Company also has
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, Oscient's audited consolidated financial
statements reflected total assets of $174 million and total
liabilities of $255 million.

Oscient Pharmaceuticals together with an affiliate filed for
Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576).
Judge Henry J. Boroff presides over the case.  Charles A. Dale
III, Esq., at K&L Gates LLP, represents the Debtors.  The Debtors
also hired Ropes & Gray LLP as special litigation counsel, and
Broadpoint Capital Inc. as financial advisor.  In its petition,
Oscient listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $100,000,001 to $500,000,000.


PALMDALE HILLS: SunCal Contests LBHI Secured Claim, Credit Bid
--------------------------------------------------------------
Palmdale Hills Property LLC and its units -- projects of SunCal
Cos. that are in bankruptcy -- are contesting a $2 billion claim
filed by Lehman Brothers Holdings Inc.

Prepetition, LBHI and an affiliate committed to provide funding of
$2.3 billion for the development of various residential real
estate projects located throughout the western United States.
The amounts were secured by, among other things, first priority
trust deeds on the projects, which include oceanlots in San
Clemente, in California.  LBHI stopped funding after it filed for
bankruptcy in September 15, 2008.

According to Edvard Pettersson at Bloomberg, SunCal lawyers argued
at a hearing Sept. 22 before the U.S. Bankruptcy Court for the
Central Distirct of California argued that LBHI's claims in the
projects should be thrown out as they are based on about $1.5
billion in loans the bank sold shortly before it filed for Chapter
11 itself last year. Lehman failed to disclose in its proofs of
claim that it no longer owned the loans and was acting as the
agent of the current owners, Fenway Capital LLC, SunCal argued.

Lawyers for Lehman, Bloomberg relates, argued that the loan
transfers weren't sales and that in any case, under the loan
agreements, they are the authorized agent for whoever happens to
own them.  It's common when debt is traded for the originator of
the loan to continue acting as the agent for buyer of the loan,
Lehman said.

Bankruptcy Judge Erith A. Smith will issue a ruling by Oct. 15.

According to Bloomberg News, SunCal, based in Irvine, California,
is trying to prevent LBHI from using its $2 billion claim as a
secured creditor to bid for eight of the properties.  SunCal
prefers the cash offer by the investment firm D.E.  Shaw & Co., a
partner on other company projects, which would give preferential
treatment to unsecured creditors over Lehman.  Shaw's $195 million
offer for nine projects would be subject to higher bids.

                       About Palmdale Hills

Palmdale Hills Property LLC, was formed to develop various
residential real estate projects located throughout the western
United States.  Palmdale is a unit of California developer SunCal
Cos.

Palmdale together with affiliates, which include SunCal Bickford,
filed for Chapter 11 protection before the U.S. Bankruptcy Court
for the Central District of California on Nov. 6, 2008 (Case No.
08-17206).  In its petition, Palmdale estimated assets and debts
of between $100,000,001 to $500,000,000. Paul J. Couchot, Esq., at
Winthrop Couchot PC, represents the Debtors in their restructuring
effort.


PANTHER MOUNTAIN: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Panther Mountain Land Development, LLC
        24 Masters Place Cove
        Maumelle, AR 72113

Bankruptcy Case No.: 09-16836

Chapter 11 Petition Date: September 20, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Audrey R. Evans

Debtor's Counsel: Richard L. Ramsay, Esq.
                  Eichenbaum, Liles & Heister, P.A.
                  124 West Capitol Avenue, Suite 1900
                  Little Rock, AR 72201-3736
                  Tel: (501) 376-4531
                  Fax: (501) 376-8433
                  Email: rick.ramsay@elhlaw.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company has assets of at least
$50, and total debts of $2,307,974.

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

             http://bankrupt.com/misc/areb09-16836.pdf

The petition was signed by Dana Kellerman, partner of the Company.


PERKINS & MARIE: Moody's Affirms 'Caa3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service lowered Perkins & Marie Callender's
speculative grade liquidity rating to SGL-4 from SGL-3, reflecting
the company's expected weak liquidity position.  In a related
action, all PMC's long term ratings, including its Corporate
Family Rating of Caa3, were affirmed.  The rating outlook remains
negative.

The revision of the SGL rating reflects Moody's expectation that
PMC's overall liquidity -- its internally generated cash flow plus
borrowing availability under its revolver would likely not be
sufficient cover its cash needs, including interest payment and
capital expenditure in the next twelve months.  PMC's free cash
flow continued to be negative through the end of 2Q09 (ending
July 12, 2009), primarily due to still very weak operating
performance and higher cash interest resulting from the 2008
refinancing.  Moody's is also concerned about the company's
reduced borrowing availability under its $26 million revolving
credit facility, which stood at 7M at the end of second quarter
2009.

Although PMC was able to reduce capital expenditure to conserve
cash and its manufacturing unit -- Foxtail, has made notable
improvement in the year to date quarters, Moody's expects the
company-wide performance will likely remain weak as both the
company-owned and franchised restaurants under the Perkins and
Marie Callender's concepts continued to experience negative sales
trend.  The Caa3 CFR and negative outlook continue to reflect
PMC's weak operating and credit metrics stemming from the
operating challenges and brand vulnerability, and high probability
of default due to unsustainable capital structure and weak
liquidity.

The rating action is:

  -- Speculative Grade Liquidity rating: changed to SGL-4 from
     SGL-3

These ratings are unchanged:

  -- Corporate family rating of Caa3
  -- Probability of default rating of Caa3
  -- $190 million senior unsecured notes due 2013: Ca (LGD5, 73%)
  -- Rating outlook: negative

The last rating action on PMC occurred on October 8, 2008, when
its CFR was affirmed at Caa3 after refinancing.

Perkins & Marie Callender's, headquartered in Memphis, Tennessee,
operated 163 restaurants and franchised 316 units under the
"Perkins" brand name as of July 12, 2009.  The company also
operated 92 restaurants and franchised 40 units under the "Marie
Callender's" name.  Revenues for the last twelve months were
approximately $559 million.


PHILADELPHIA NEWSPAPERS: Can Borrow $15 Million From Creditors
--------------------------------------------------------------
The Associated Press reports that the bankruptcy court has granted
a final order allowing Philadelphia Newspapers LLC to borrow
$15 million from creditors to keep operating during bankruptcy.

As reported by the TCR on September 22, 2009, Philadelphia
Newspapers' hearing seeking bankruptcy court approval to sell its
assets at an October auction has been delayed for a second time.
Company attorney Lawrence McMichael told Chief U.S. Bankruptcy
Judge Stephen Raslavich during a brief hearing on Sept. 21 that
Philadelphia Newspapers and its creditors agreed to postpone the
hearing until Oct. 1 in order to continue negotiations related to
the sale.

According to The AP, senior lenders hope to win The Philadelphia
Inquirer, Philadelphia Daily News and Philly.com with a "credit
bid", wherein they could some of the $400 million owed them to
bid.

The AP states that two investors are joining with a third person
to try to keep Philadelphia Newspapers under local ownership.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PROGRESSIVE BAPTIST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Progressive Baptist Church, Inc.
        5406 Brinkley Road
        Temple Hills, MD 20748

Bankruptcy Case No.: 09-27819

Chapter 11 Petition Date: September 21, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.com

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

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

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

             http://bankrupt.com/misc/mdb09-27819.pdf

The petition was signed by Don D. Massey, president/pastor of the
Company.


RAINBOW PARK: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rainbow Park Dairy, Inc.
        1500 Park Avenue
        Canon City, CO 81212

Bankruptcy Case No.: 09-29684

Chapter 11 Petition Date: September 21, 2009

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

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

A list of the Company's 19 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/cob09-29684.pdf

The petition was signed by William C. McConnell, manager of the
Company.


RJ GROOVER: Customer Gets Relief from Stay
------------------------------------------
WestLaw reports that "cause" existed to lift the automatic stay to
allow a lawsuit that was pending against a Chapter 11 debtor by a
customer for whom it had agreed to construct a home to proceed in
a state court forum.  The state court lawsuit had been pending for
almost three years, and much discovery had already been completed.
Moreover, the estate would not suffer any cost in defending the
suit, the defense of which had already been undertaken by the
debtor's liability insurer, and the customer sought to recover
only to the extent of available insurance proceeds.  Finally,
there was no multiplicity of litigation, the debtor was not yet in
serious negotiations over a consensual plan of reorganization, and
the claims asserted by the customer were not frivolous.  In re
R.J. Groover Const., L.L.C., --- B.R. ----, 2008 WL 6781831
(Bankr. S.D. Ga.).

R.J. Groover Construction, LLC, sought Chapter 11 protection
(Bankr. S.D. Ga. Case No. 08-40386) on March 3, 2008, together
with its principals (Bankr. S.D. Ga. Case No. 08-40391).  The
debtors are represented by Richard C. E. Jennings, Esq., at the
Law Offices Of Skip Jennings, PC, and James L. Drake, Jr., Esq.,
in Savannah, Ga.  R.J. Groover estimated its assets and
liabilities at $1 million to $10 million at the time of the
Chapter 11 filing.


RJ GROOVER: Insurer Doesn't Get Relief from Stay
------------------------------------------------
WestLaw reports that "cause" did not exist to lift the automatic
stay to allow a liability insurer that had assumed the defense of
a cause of action brought against a bankrupt home construction
contractor to file a declaratory judgment action for a
determination as to whether the debtor had valid liability
coverage for breach of contract, negligent construction and other
claims asserted by a customer.  The insurer had not filed such an
action in the nearly three years intervening between the
customer's suit and the contractor's Chapter 11 filing.  Moreover,
denial of the insurer's motion might well result in avoidance of
duplicative litigation if the debtor ultimately prevailed on the
customer's claims, while the only prejudice to the insurer if its
motion were denied was the cost of defending the customer's
claims.  In re R.J. Groover Const., LLC, --- B.R. ----, 2008 WL
6783028 (Bankr. S.D. Ga.).

R.J. Groover Construction, LLC, sought Chapter 11 protection
(Bankr. S.D. Ga. Case No. 08-40386) on March 3, 2008, together
with its principals (Bankr. S.D. Ga. Case No. 08-40391).  The
debtors are represented by Richard C. E. Jennings, Esq., at the
Law Offices Of Skip Jennings, PC, and James L. Drake, Jr., Esq.,
in Savannah, Ga.  R.J. Groover estimated its assets and
liabilities at $1 million to $10 million at the time of the
Chapter 11 filing.


ROAN VALLEY: Taps Foltz Martin to Assist in Ch. 11 Administration
-----------------------------------------------------------------
Roan Valley, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia for authority to employ Foltz Martin, LLC, as
counsel.  Foltz Martin will assist the Debtor in the
administration of the Chapter 11 case.

Jimmy C. Luke, II, an associate with Foltz Martin, tells the Court
that one of Debtor's members, Tommy Turner, paid Foltz Martin
$50,000 retainer to be held in trust and applied to postpetition
fees at counsel's normal hourly rates and for actual post-petition
expenses.

The hourly rates of Foltz Martin's personnel are:

     J. Marshall Martin, partner         $440
     Halsey G. Knapp, Jr., partner       $375
     Mr. Luke                            $220
     Paralegals                       $120 - $140

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

Mr. Luke can be reached at:

     Foltz Martin, LLC
     Suite 750, 5 Piedmont Center
     Atlanta, GA 30305
     Tel: (404) 231-9397
     Fax: (404) 237-1659

                      About Roan Valley, LLC

Peachtree City, Georgia-based Roan Valley, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Sept. 9,
2009 (Bankr. N. D. Ga. Case No. 09-13229).  In its petition, the
Debtor listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ROAN VALLEY: U.S. Trustee Sets Meeting of Creditors for October 15
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Roan Valley, LLC's Chapter 11 case on Oct. 15, 2009.  The
meeting will be held at Third Floor - Room 363, Richard B. Russell
Bldg., 75 Spring Street, SW, Atlanta, Georgia.

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.

Peachtree City, Georgia-based Roan Valley, LLC, operates a real
estate business.  The Company filed for Chapter 11 on Sept. 9,
2009 (Bankr. N.D. Ga. Case No. 09-13229).  Jimmy C. Luke II, Esq.,
at Foltz Martin, LLC 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.


SCHOOL STREET DISTRICT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: School Street District, LLC
        110 North Brockway, Suite 210
        Palatine, IL 60067

Bankruptcy Case No.: 09-34897

Chapter 11 Petition Date: September 21, 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.


SEACOR HOLDINGS: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to SEACOR Holdings
Inc.'s proposed offering of $250 million of senior unsecured
notes.  Moody's also affirmed SEACOR's Ba1 Corporate Family Rating
and the Ba1 rating on the company's 5.875% senior unsecured notes
due 2012.  The outlook is stable.

"SEACOR's bond offering will refinance some recent debt
retirements and allow the company to add to its substantial cash
and investment balances," commented Pete Speer, Moody's Vice-
President.

The company is a leading provider of offshore logistics support in
the U.S. Gulf of Mexico market and also has a presence in other
major offshore oil and gas markets around the world.  The Ba1 CFR
is also supported by the company's policy of maintaining large
cash and investment balances relative to debt to mitigate its
financial risk in light of the high cyclicality of oilfield
services demand.  However, this high liquidity is also kept for
opportunistic acquisitions when management believes asset
valuations are attractive, which often coincides with the weaker
energy and general economic conditions that exist.

The outlook is stable based on an expectation that SEACOR's
substantial liquidity position will enable it to weather the
downturn in demand for offshore support services and potentially
weaker results in its other economically sensitive businesses.

The Ba1 ratings for the proposed and existing senior unsecured
notes reflects both the overall probability of default of SEACOR,
to which Moody's assigns a PDR of Ba1, and a loss given default of
LGD 4 (57%).  The unrated $450 million revolving credit facility
is also senior unsecured, and therefore the notes are rated the
same as the CFR under Moody's Loss Given Default Methodology.

The last rating action was on December 11, 2008, when Seacor's Ba1
CFR and senior unsecured bond ratings were affirmed.

SEACOR Holdings, Inc., headquartered in Fort Lauderdale, Florida,
provides offshore marine and aviation services to oil and gas
companies.  The company also provides marine and inland river
transportation, environmental and other services.


SEMGROUP LP: Seeks November 30 Extension for Plan Solicitation
--------------------------------------------------------------
SemGroup LP and its affiliates ask the Bankruptcy Court to extend
their exclusive period to solicit acceptances of its plan until
November 30, 2009.

SemGroup LP said in a Sept. 18 court filing that it will file
another iteration of its reorganization plan.  The amended plan
will incorporate a settlement reached in a Sept. 13 to 14
mediation.  Parties in the mediation include the statutory
committees, Bank of America, N.A. as agent for the secured lenders
and certain other parties-in-interest.  "As a result of the
mediation, a settlement was reached among the parties and the
Debtors anticipate filing a further amended plan and disclosure
statement reflecting the settlement," SemGroup's Sept. 18 filing
said.

SemGroup had the bankruptcy court approve a disclosure statement
in July.  Since then, SemGroup amended the reorganization plan,
leading to the scheduling of a Sept. 24 hearing to approve the
disclosure statement explaining the plan filed in late August.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Conoco Awaiting Plan Revisions With Settlement
-----------------------------------------------------------
In separate filings, ConocoPhillips Company; BP Oil Supply
Company; Chevron Products Company; Dorado Oil Company; Crude
Marketing and Transportation, Inc.; Bominflot Atlantic, L.L.C.;
and ASM Capital L.P. and ASM Capital III, L.P., complain that the
Disclosure Statement accompanying the Debtors' Third Amended
Joint Plan of Reorganization does not contain adequate
information for creditors to make an informed decision with
respect to the Plan.

In light of a settlement-in-principle entered into among the
Debtors, the Official Producers' Committee, and certain producer
plaintiffs resolving certain disputes among them, ConocoPhillips
points out that the Disclosure Statement does not contain a
description of this proposed settlement, the circumstances of its
negotiation, or how it will affect the Debtors, Bank of America,
N.A., as administrative agent for a consortium of lenders, the
Settling Producers, or any other parties to the Debtors' Chapter
11 cases or producer adversary cases, including ConocoPhillips.
ConocoPhillips contends that no party can properly assess the
Disclosure Statement until the Court has decided the issues
raised in the Debtors' Motion to Release $122-Mil. in Escrowed
Funds.  Moreover, even if the Debtors intend to file an amended
disclosure statement prior to the scheduled September 24, 2009
hearing, the Court should not approve the amendments on just two
or three days' notice, ConocoPhillips argues.

BP Oil joins in ConocoPhillips' objection.

Chevron points out that neither the Disclosure Statement nor the
Plan specify whether its claims will be split among categories,
will be resolved all together according to the classification of
the greatest concentration of the claims, or accorded some other
treatment.  Chevron also argues that if it does not opt into any
of the opt-in settlements under the Plan, the Debtors must pay
Chevron's administrative priority claims in full and cannot
reduce those claims by the amount of an OPC Diminution Claim.
Chevron also complains that the creditors have hardly had time to
analyze changes from the Second Amended Plan to the Third Amended
Plan, which are both substantive and far-reaching.  Thus, to
further amend and then allow only two-days for review an amended
disclosure statement is unwarranted, Chevron maintains.

Other Commodity Twenty-Day Claim holders Dorado Oil and Crude
Marketing want the Debtors to amend the Disclosure Statement to
contain:

  (a) the Debtors' estimate of the maximum amount of claims that
      could participate in the Opt-In Settlements under the
      Plan;

  (b) the true effective percentage distribution that will be
      paid to creditors that will participate in the
      settlements;

  (c) the factual reasons for offering the holders of Other
      Commodity Twenty Day Claims a lesser percentage than that
      being offered with respect to Twenty Day Claims held by
      creditors asserting State Lien/Trust claims; and

  (d) what assurance does a settling creditor have that its
      claim will not be subjected to additional objections.

Bominflot Atlantic asserts that the Disclosure Statement is
unclear as to how its claim would be classified and when it can
expect to receive payment with respect to its Section 503(b)(9)
claim.  Similarly, the ASM Capital Entities argue that the
proposed classification and treatment of Section 503(b)(9) claims
under the Plan violates Section 1129(a)(9) of the Bankruptcy
Code.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: DIP Facility Extended Until November 30
----------------------------------------------------
SemCrude, LP, its parent, SemGroup, L.P., and its debtor
affiliates ask permission from Judge Brendan Linehan Shannon of
the U.S. Bankruptcy Court for the District of Delaware to amend
the DIP Credit Agreement among SemCrude, SemGroup, SemOperating
G.P., L.L.C., and Bank of America, N.A., as administrative agent,
and letter of credit issuer and lender, to, among other things,
extend to November 30, 2009, the DIP Facility's maturity date.

The relevant terms of the DIP Second Extension Amendment are:

Maturity Date:      November 30, 2009

Events of Default:  The Events of Default will be modified to
                    provide that:

                    (i) it will be an Event of Default and a
                        termination of the right to use Cash
                        Collateral if the Debtors fail to obtain
                        entry of a confirmation order with
                        respect to the Debtors' Third Amended
                        Joint Plan of Reorganization by
                        October 30, 2009; and

                   (ii) will not be an Event of Default if the
                        Chapter 11 case of Eaglwing, L.P., is
                        converted to a Chapter 7 case with prior
                        consent of the BofA.

A full-text copy of the DIP Second Extension Amendment is
available for free at:

  http://bankrupt.com/misc/semgroup_DIP2ndExtensionAgreement.pdf

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, reminds the Court that the DIP Credit Agreement
will expire on September 30, 2009.  The Debtors lack sufficient
unencumbered funds with which to operate their businesses on an
ongoing basis without postpetition financing, he asserts.  Absent
extension of the DIP Credit Agreement, the Debtors will be unable
to continue to operate their businesses, thwarting their efforts
to successfully reorganize, he stresses.  More importantly, the
DIP Credit Agreement, as amended, will allow the Debtors to meet
all of their administrative obligations going forward through the
confirmation and consummation of their Chapter 11 Plan, he
maintains.

Moreover, the Debtors ask the Court to shorten notice with
respect to the DIP Second Extension Motion and to schedule an
interim hearing on the DIP Second Extension Motion for
September 24, 2009, with a final hearing on October 8.

          BofA and Committee Extend Challenge Deadline

In another matter, the Official Committee of Unsecured Creditors
and BofA entered into a stipulation amending the Final DIP Order
to give the Creditors' Committee until November 30, 2009, to file
an adversary proceeding challenging the validity of the liens
provided under the DIP Agreement.

Judge Shannon approved the stipulation.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Proposes Barclays Deal for White Cliffs Financing
--------------------------------------------------------------
Semcrude Pipeline, LLC, its parent, SemGroup, L.P., and certain
direct and indirect subsidiaries of SemGroup, seek the Court's
authority to enter into an engagement letter between SemCrude
Pipeline and Barclays Capital, the investment banking division of
Barclays Bank PLC, and to perform under the Engagement Letter,
including payment of related costs.

SemCrude owns, indirectly through SemCrude Pipeline, a 99.17%
interest in White Cliffs Pipeline, L.L.C.  As of the Petition
Date, SemCrude Pipeline and General Electric Credit Corporation,
as administrative agent for certain lenders, entered into a
Credit Agreement, comprising of a $60 million revolving credit
facility and a $60 million term loan facility.  The Debtors'
Third Amended Joint Plan of Reorganization and accompanying
Disclosure Statement provide that to satisfy the holders of
claims relating the White Cliffs Credit Agreement, the Debtors
propose to refinance the White Cliffs Credit Agreement by
entering into a $125 million secured facility between SemCrude
Pipeline and the existing lenders of the White Cliffs Credit
Agreement.  Thus, the Debtors ran a competitive process to gauge
the interest of financial institutions with the wherewithal to
provide or arrange the White Cliffs Financing.  Ultimately, the
Debtors determined that the proposal submitted by Barclays
Capital provided the most favorable terms for the Debtors.
Subsequently, the Debtors and Barclays entered into the
Engagement Letter.

Pursuant to the Engagement Letter, Barclays Capital agrees to act
as the sole lead arranger, sole bookrunner and sole syndication
to SemCrude Pipeline in connection with the White Cliffs
Financing.  In those capacities, Barclays Capital may appoint co-
agents and form a syndicate of lenders in line with the White
Cliffs Financing.  The Engagement Letter further provides that,
in consideration, for Barclays Capital's execution of the
Engagement Letter, SemCrude Pipeline will pay Barclays Capital:

  -- a market rate financing fee based upon the aggregate
     principal amount of the White Cliffs Financing on the
     closing date; and

  -- reasonable and documented out-of-pocket costs.

Barclays Capital further ask that a $150,000 expense deposit
towards the Out-of-Pocket Costs be paid by the Debtors upon
approval by the Court.

Moreover, SemCrude Pipeline will indemnify Barclays Capital,
Barclays Bank and their employees from and against all claims
that may be brought against SemCrude Pipeline relating to the
Engagement Letter and, upon demand, will pay each indemnified
person for legal fees and expenses.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notes the if the Court confirms the Plan,
the Debtors must secure the White Cliffs Financing on or before
the effective date of the Plan to satisfy the White Cliffs
Claims.  To induce Barclays Capital to continue to devote its
time and resources and secure the White Cliffs Financing prior to
the Effective Date, the Debtors have agreed to pay the Out-of-
Pocket Costs to Barclays, he explains.  More importantly, absent
the approval of the Engagement Letter, it is unclear whether the
Debtors will be able to secure the White Cliffs Financing prior
to the Effective Date, he maintains.

In a related request, the Debtors seek the Court's authority to
file under seal the Engagement Letter, citing that public
disclosure of the Engagement Letter, which contains commercially
sensitive information regarding the Financing Fee, could harm
Barclays Capital's and Debtors' ability to finalize the White
Cliffs Financing.

At the Debtors' request, the Court will consider the Engagement
Letter Motion on September 24, 2009, with an objection deadline
on September 22.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Proposes BDO Seidman as Auditor
--------------------------------------------
SemGroup LP and its affiliates seek the Court's authority to
employ BDO Seidman, LLC, as their consolidated financial
statements auditor, nunc pro tunc to May 29, 2009.

As the Debtors' auditor, BDO Seidman has agreed to perform these
services:

  (a) auditing the consolidated balance sheets of the Debtors as
      of December 31, 2007 and the date of the Debtors'
      emergence from bankruptcy and the related consolidated
      statements of operations and comprehensive income, changes
      in partners' capital, and cash flows for those time
      periods, in accordance with the standards of the Public
      Company Accounting Oversight Board in the United States of
      America;

  (b) performing reviews of unaudited condensed quarterly
      financial statements to be included in Form 10-Qs filed
      with the United States Securities and Exchange Commission
      and to be submitted to stockholders, for the quarter
      ending September 30, 2009;

  (c) auditing the consolidated financial statements for
      inclusion in the Annual Report for submission to the SEC
      and reading all other information to be included in the
      Annual Report; and

  (d) certain tax consulting services and other related services
      as the Debtors may from time to time request from BDO
      Seidman.

The Debtors will pay BDO Seidman's professionals according to
their customary hourly rates:

        Title                           Rate per Hour
        -----                           -------------
        Partner                          $400 to $650
        Senior Manager                   $300 to $375
        Experienced Manager              $225 to $300
        New Manager                      $200 to $225
        Experienced Senior               $170 to $225
        New Senior                       $150 to $170
        Experienced Staff                    $140
        New Staff                        $125 to $130
        Intern                           $100 to $120

The Debtors will reimburse BDO Seidman for expenses incurred.

BDO Seidman will seek payment of fees and reimbursement of
expenses pursuant to Sections 330 and 331 of the Bankruptcy Code.

Wayne L. Williams, Jr., a partner at BDO Seidman, disclosed that
his firm and Bank of America, N.A., are involved in litigation
unrelated to the Debtors' Chapter 11 cases.  Notwithstanding that
fact, he maintains that BDO Seidman is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.  He adds that BDO Seidman does not hold an interest
materially adverse to the Debtors, their creditors, and equity
holders for the matters for which BDO Seidman is to be employed.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Reaches Compromise With Producers on Ch. 11 Plan
-------------------------------------------------------------
SemGroup, L.P., said on September 16, 2009, that it has reached
an agreement-in-principle with the Official Producers Committee
in its Chapter 11 proceedings on the terms of the Company's Plan
of Reorganization, thereby keeping the company on schedule to
emerge from Chapter 11 in November as planned.

The Company will file a Fourth Amended Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court, District of
Delaware to reflect the agreement, which will be addressed at a
court hearing on September 24.  The agreement was reached during
court-ordered mediation before U.S. Bankruptcy Judge Kevin Gross
in Delaware on September 13 and 14.

"We deeply appreciate the tireless efforts of Judge Kevin Gross
in mediating the complex issues and helping the parties
consensually resolve their disputes," said Terry Ronan, the
company's president and CEO.  "We look forward to pursuing a Plan
of Reorganization that now has the support of our banks, the
Official Committee of Unsecured Creditors and the Official
Producers Committee; and exiting Chapter 11 protection in
November."

        Debtors Seek Release of $122MM Escrowed Funds

As previously reported, in the Producer Litigation, the
Bankruptcy Court entered orders resolving the relative priority
of the claims of producers as against claims of BofA and the
Prepetition Lenders, which orders have been appealed by certain
of the producers to the United States Court of Appeals for the
Third Circuit.  The United States Court of Appeals for the Third
Circuit is scheduled to hear the appeals on October 7, 2009.

J. Aron & Company, BP Oil Supply Company and ConocoPhillips
Company commenced separate adversary actions seeking declaratory
judgments that their tender of $89,776,874, $10,664,032 and
$11,655,356, constitute full performance under their separate
agreements with the Debtors.  At the Debtors' behest, the
Bankruptcy Court ordered the producers to turn over to the
Debtors the amounts with:

  -- J. Aron turning over $89,776,874,
  -- BP Oil turning over $10,664,032, and
  -- ConocoPhillips turning over $21,634,821.

The TurnOver Funds were deposited into interest bearing accounts
subject to further order of the Bankruptcy Court.

On behalf of the Debtors, Ian Connor Bifferato, Esq., at
Bifferato LLC, in Wilmington, Delaware, notes that while the
parties have reached an agreement during the Court-directed
mediation, there are certain conditions to the agreement that
must be met as expeditiously as possible.  Against this backdrop,
the release of the Tendered Funds is a critical component of the
Agreement reached through the mediation and, to the Debtors'
prospect for reorganization, he asserts.

Thus, the Debtors ask the Bankruptcy Court to order (i) release
the $122,075,727 Tendered Funds and (ii) distribution of the
Tendered Funds to creditors in accordance with the Plan.

Mr. Bifferato argues that the Tender Plaintiffs are not entitled
to the Tendered Funds as those funds are the minimum amounts due
and owing to the Debtors pursuant to the Tender Plaintiffs'
prepetition dealings with the Debtors.  Without the release of
the Tendered Funds, it is uncertain whether the Debtors can
successfully emerge from bankruptcy, he tells the Court.

In a related request, the Debtors ask the Bankruptcy Court to
shorten notice with respect to the Release Motion and to schedule
a hearing on the Release Motion for September 24, 2009, with an
objection deadline on September 21.

                     BP Oil & Conoco Respond

BP Oil and ConocoPhillips assert that the Release Motion involves
the release of substantial funds and the adjudication of
complicated issues of fact and law.  Resolving those issues on
shortened notice is unjustified, and will prejudice the Tender
Plaintiffs, BP Oil and ConocoPhillips argue.  Accordingly, BP Oil
and ConocoPhillips ask the Bankruptcy Court to deny the Debtors'
Motion to Shorten and schedule a hearing on the Release Motion
for October 8, 2009, with an objection deadline on October 1.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Wants Cash Collateral Use Extended
-----------------------------------------------
In connection with their request to extend the maturity date of
their DIP Credit Agreement, SemGroup LP and its affiliates seek
the Court's authority to continue to use all cash collateral and
prepetition collateral, as well as the cash collateral in which
the producers assert an interest, securing their prepetition
indebtedness, until the DIP Facility Maturity Date.

Pursuant to the DIP Second Extension Amendment, the Debtors will
use the Cash Collateral according to an agreed budget for 17
weeks from September 4 to December 18, 2009.  A full-text copy of
the 17 Week Budget is available for free at:

  http://bankrupt.com/misc/semgroup_cashcoll17-weekbudget.pdf

The Agreed Budget will also include the potential payment of
$20,100,000 by Debtor SemGas, L.P., and its direct and indirect
subsidiaries, on account of its indirect share of the Wyckoff Gas
Storage Company, LLC $50,000,000 promissory note in favor of
Kaiser-WGSP for amounts required to be funded in connection with
the construction of the Wyckoff Gas storage facility.

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEYMOUR BECKFORD: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Seymour A. Beckford
        2 Sefton Street
        Boston, MA 02126

Bankruptcy Case No.: 09-18955

Chapter 11 Petition Date: September 21, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: Michael Van Dam, Esq.
                  Van Dam & Traini, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  Email: mvandam@trainilaw.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 Mr. Beckford.


SIX FLAGS: To Give Up Damaged Park in New Orleans
-------------------------------------------------
Six Flags Inc. is seeking approval of an agreement with the City
of New Orleans to give up the lease on the park that sustained
what the company called during Hurricane Katrina in August 2005,
Bill Rochelle at Bloomberg said.  The park never reopened and
hasn't been repaired.  The settlement calls for Six Flags to
cancel the lease and deed over adjacent parcels to the city.  In
addition, Six Flags will pay the city $3 million and turn over 25
percent of insurance recoveries over $65 million.

Meanwhile, Six Flags also filed a motion for an extension of the
exclusive right to file a Chapter 11 plan until Jan. 9.

Both motions will come to the bankruptcy court for hearings on
Oct. 8.

As reported by the TCR on Sept. 16, an informal committee of
holders of 12.25% Senior Notes Due 2016 issued by Six Flags
Operations, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to enter an order (i) terminating Six Flags Inc. and
its units' exclusive periods to file a plan of reorganization and
solicit acceptances thereof, in connection with the Debtors'
chapter 11 cases, and (ii) delaying the hearing to the disclosure
statement to Six Flag's proposed Chapter 11 plan.

On behalf of the noteholders, Howard A. Cohen, Esq., at Drinker
Biddle & Reath LLP, asserts that Exclusivity should be terminated
in these cases because (i) the Debtors have turned a blind eye on
a superior, fully committed alternative proposal, (ii) creditors
should have the right to choose which plan is superior, and (iii)
the Debtors' management team and board of directors are racing
ahead with a plan that enriches themselves at the expense of
virtually every other creditor constituency.

The Noteholders say that they are offering a plan, which includes
a fully backstopped equity rights offering for $450 million, that
provides each of the Debtors' stakeholders (other than the six
members of the Debtors' senior management team) with the same
treatment provided under the Management Plan, except for three
classes of creditors, which receive better treatment than what is
provided under the Management Plan.  Specifically:

   * SFI Noteholders: while the Management Plan provides SFI
     Noteholders with merely 1.0% of the New Common Stock, the
     Alternative Plan provides SFI Noteholders with (i) 3.6% of
     the New Common Stock, (ii) warrants to purchase up to an
     additional 5.0% of the New Common Stock and (iii) rights to
     participate in the equity offering to purchase up to an
     additional 6.1% of the New Common Stock.

   * SFO Noteholders: while the Management Plan provides SFO
     Noteholders with only 7% of the New Common Stock, the
     Alternative Plan provides SFO Noteholders with (i)
     approximately 28% of the New Common Stock and (ii) rights to
     participate in the equity offering to purchase up to an
     additional 61.7% - 69.4% of the New Common Stock (depending
     on the degree of participation in the rights offering by the
     SFI Noteholders).

   * Lenders: while the Management Plan provides Lenders with 92%
     of the New Common Stock, the Alternative Plan pays off the
     Lenders in full in cash and gives them the opportunity to
     participate in the New Term Loan.

Judge Christopher S. Sontchi is scheduled to convene a hearing on
October 8, 2009, at 10:00 a.m., prevailing Eastern Time, to
consider the adequacy of the Disclosure Statement explaining the
First Amended Joint Plan of Reorganization filed by Six Flags,
Inc., and its debtor affiliates.  Objections are due October 1,
2009, at 4:00 p.m. Prevailing Eastern Time.

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SONIC AUTOMOTIVE: To Raise $150MM by Issuing 5% Convertible Notes
-----------------------------------------------------------------
Sonic Automotive, Inc., is offering $150,000,000 principal amount
of 5.0% Convertible Senior Notes due 2029.  The notes will bear
interest at a rate of 5.0% per year, payable semiannually in
arrears on April 1 and October 1 of each year, beginning April 1,
2010.  The notes will mature on October 1, 2029.

Holders may convert their notes at their option prior to the close
of business on the business day immediately preceding July 1, 2029
only under these circumstances:

     (1) during any fiscal quarter commencing after December 31,
         2009, if the last reported sale price of the Class A
         common stock for at least 20 trading days (whether or not
         consecutive) during a period of 30 consecutive trading
         days ending on the last trading day of the preceding
         fiscal quarter is greater than or equal to 130% of the
         applicable conversion price on each applicable trading
         day;

     (2) during the five business day period after any 10
         consecutive trading day period -- measurement period --
         in which the trading price per $1,000 principal amount of
         notes for each day of that measurement period was less
         than 98% of the product of the last reported sale price
         of Sonic Automotive's Class A common stock and the
         applicable conversion rate on each such day;

     (3) if Sonic Automotive calls any or all of the notes for
         redemption, at any time prior to the close of business on
         the third scheduled trading day prior to the redemption
         date; or

     (4) upon the occurrence of specified corporate events.

On and after July 1, 2029 to (and including) the close of business
on the third scheduled trading day immediately preceding the
maturity date, holders may convert their notes at any time,
regardless of the circumstances.

Upon conversion, in respect of Sonic Automotive's conversion
obligation, it will have the right to deliver shares of its Class
A common stock, cash or a combination of cash and shares of its
Class A common stock.

The conversion rate will initially be 74.7245 shares of Class A
common stock per $1,000 principal amount of notes (equivalent to a
conversion price of approximately $13.38 per share of Class A
common stock).  The conversion rate will be subject to adjustment
in some events but will not be adjusted for accrued interest.  In
addition, following certain corporate transactions that occur
prior to the maturity date, Sonic Automotive will increase the
conversion rate for a holder who elects to convert its notes in
connection with such a corporate transaction in certain
circumstances.

Sonic Automotive may not redeem the notes prior to October 1,
2014.  On or after October 1, 2014 and prior to the maturity date,
Sonic Automotive may redeem for cash all or part of the notes at
100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, including any additional interest, to
but excluding the redemption date.

Holders have the right to require Sonic Automotive to purchase the
notes on each of October 1, 2014, October 1, 2019, and October 1,
2024, for cash at a purchase price equal to 100% of the principal
amount of the notes to be purchased plus any accrued and unpaid
interest to, but excluding, the applicable purchase date.  If
Sonic Automotive undergoes a fundamental change, holders may
require the Company to purchase the notes in whole or in part for
cash at a repurchase price equal to 100% of the principal amount
of the notes to be purchased plus any accrued and unpaid interest
to, but excluding, the fundamental change purchase date.

The notes will be Sonic Automotive's senior unsecured obligations
and will rank equal in right of payment to all of its other
existing and future senior unsecured indebtedness and senior in
right of payment to all of its existing and future senior
subordinated debt and all existing and future subordinated
indebtedness.  The notes will be effectively junior to its
existing and future secured debt, if any, to the extent of the
value of the assets securing such debt.  The notes will not be
guaranteed by any of Sonic Automotive's subsidiaries and,
accordingly, the notes will be structurally subordinated to the
indebtedness and other liabilities of its subsidiaries.

Concurrently with the offering, Sonic Automotive is offering
9,000,000 shares of its Class A common stock (or a total of
10,350,000 shares if the underwriters in that offering exercise
their option to purchase additional shares in full) in an
underwritten offering pursuant to a separate prospectus
supplement.  The Convertible Notes offering is not contingent upon
the concurrent Class A common stock offering being completed, and
the concurrent Class A common stock offering is not contingent
upon this offering being completed.

The notes will not be listed on any securities exchange or
included in any automated quotation system.

Sonic Automotive agreed to sell the notes to the underwriters at a
price of $968.3396, reflecting an underwriting discount per note
of $31.6604.  In addition, Sonic Automotive agreed to pay Moelis &
Company, its financial advisor in connection with the offering and
the concurrent Class A common stock offering, a financial advisory
fee of $200,000, which Sonic Automotive has not included in the
underwriting discounts and commissions.

Sonic Automotive has granted the underwriters the right to
purchase within a 30-day period from September 21, the date of the
prospectus supplement, up to an additional $22,500,000 principal
amount of notes, solely to cover over-allotments, if any.  If the
underwriters exercise this option in full, the total underwriting
discounts and commissions will be $5,461,419 and total proceeds,
before expenses, to Sonic Automotive will be $167,038,581.

J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated are acting as joint book-running managers of
the offering and as representatives of the underwriters.  Sonic
Automotive has agreed to sell to the underwriters at the public
offering price less underwriting discounts and commissions, the
principal amount of notes:

                                               Principal
     Name                                   Amount of Notes
     ----                                   ---------------
     J.P. Morgan Securities Inc.                $68,250,000
     Merrill Lynch, Pierce, Fenner & Smith      $53,250,000
     Wells Fargo Securities, LLC                $13,740,000
     Moelis & Company LLC                        $9,915,000
     Stephens Inc.                               $4,845,000
                                            ---------------
          Total                                $150,000,000

Sonic Automotive expects delivery of the notes will be made to
investors in book-entry form through The Depository Trust Company
by September 23, 2009.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?4549

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.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed the Caa1 Corporate Family
and Probability of Default ratings of Sonic Automotive and changed
the outlook to positive from negative.

The TCR said September 18, 2009, that Standard & Poor's Ratings
Services 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.


SONIC AUTOMOTIVE: To Raise Up to $99.3MM in Common Stock Offering
-----------------------------------------------------------------
Sonic Automotive, Inc., is offering 9,000,000 shares of its Class
A common stock, par value $0.01 per share.

Sonic Automotive's Class A common stock is listed on the New York
Stock Exchange under the symbol "SAH."  The Class A common stock
sold for $10.15 per share on the New York Stock Exchange on
September 17, 2009.

Sonic Automotive agreed to sell the shares to the underwriters at
a price of $9.60348, reflecting an underwriting discount per share
of $0.49652.  In addition, Sonic Automotive agreed to pay Moelis &
Company, its financial advisor in connection with the offering and
the concurrent convertible notes offering, a financial advisory
fee of $200,000, which Sonic Automotive has not included in the
underwriting discounts and commissions.

Sonic Automotive granted the underwriters an option for a period
of 30 days from the date of the prospectus supplement to purchase
up to 1,350,000 additional shares of Class A common stock.  If the
underwriters exercise this option in full, the total underwriting
discounts and commissions will be $5,138,982 and total proceeds,
before expenses, to Sonic Automotive will be $99,396,018.

J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated are acting as joint book-running managers of
the offering and as representatives of the underwriters.  Sonic
Automotive agreed to sell to the underwriters at the public
offering price -- less underwriting discounts and commissions --
this number of shares of Class A common stock:

                                               Principal
     Name                                   Number of Shares
     ----                                   ----------------
     J.P. Morgan Securities Inc.                   4,095,000
     Merrill Lynch, Pierce, Fenner & Smith         3,195,000
     Wells Fargo Securities, LLC                     824,400
     Moelis & Company LLC                            594,900
     Stephens Inc.                                   290,700
                                            ----------------
          Total                                    9,000,000

The underwriters expect to deliver the shares against payment in
New York by September 23, 2009.

Concurrently with the offering, Sonic Automotive is offering
$150 million principal amount of its 5.0% convertible senior notes
due 2029 -- or a total of $172.5 million if the underwriters in
that offering exercise their over-allotment option to purchase
additional convertible senior notes in full -- in an underwritten
offering pursuant to a separate prospectus supplement.  The Common
Stock offering is not contingent upon the convertible notes
offering being completed, and the convertible notes offering is
not contingent upon this offering being completed.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?454c

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.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed the Caa1 Corporate Family
and Probability of Default ratings of Sonic Automotive and changed
the outlook to positive from negative.

The TCR said September 18, 2009, that Standard & Poor's Ratings
Services 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.


SPIRIT AEROSYSTEMS: Moody's Assigns 'B2' Rating on Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Spirit
AeroSystems, Inc.'s proposed senior unsecured notes offering and
affirmed the company's Ba3 Corporate Family Rating.  Additionally,
Moody's upgraded by one notch the company's Probability of Default
rating to Ba3 and the senior secured bank facilities to Ba2.  The
rating outlook remains stable.

These rating actions follow the company's announcement of its
intent to issue $300 million of senior unsecured notes due 2017.
The proceeds from the issuance will be used to repay $150 million
of outstandings on its senior secured revolver, with the net
balance increasing cash on hand, further improving the company's
liquidity profile.

The affirmation of the company's Ba3 corporate family rating
acknowledges Spirit's track record following its 2005 sale by
Boeing, its still modest leverage, good liquidity profile, and now
an improved, more balanced capital structure which provides
flexibility to manage through the current commercial aerospace
downcycle, possible future development program delays and cost
over-runs and positions the company to successfully address the
projected ramp-up of Boeing 787 production.  The ratings benefit
from Spirit's strong position in non-OEM commercial aviation
aerostructures across most aircraft platforms, typically on a
long-term contract, sole source basis and the still very
substantial order backlog.  The rating however also considers the
highly cyclical nature of new aircraft demand and its ties to air
travel demand, the heavy investment requirement during the
development and growth phases in the commercial aviation cycle,
the risk of significant unreimbursed cost over-runs on development
programs, and the very high (80% plus) Boeing customer
concentration.

The upgrade of the Probability of Default rating to Ba3, equal to
the CFR rating, reflects the benefit of the more balanced
(previously all secured bank debt structure) and now longer-term
capital structure, and the resulting decrease in the likelihood of
near term payment default as maturities are stretched out.
Similarly, the senior secured bank facilities were upgraded, due
to the substantial support provided by the more junior balance
sheet positioned new senior unsecured notes.

The stable rating outlook reflects Moody's expectations that
despite the global economic slowdown and the drop in air travel
and attendant demand reduction for new aircraft, the current order
backlog combined with improved liquidity profile and financial
stability after the notes issuance provides sufficient flexibility
for production and credit metrics to stay within the Ba3 category.

Rating affirmed:

* Corporate Family, Ba3;

Ratings/assessments upgraded:

* Probability of Default, to Ba3 from B1;

* $729 million senior secured revolving credit facility, to Ba2
  (LGD3, 38%) from Ba3 (LGD3, 30%);

* $577 million senior secured term loan, to Ba2 (LGD3, 38%) from
  Ba3 (LGD3, 30%).

Rating/assessment assigned:

* $300 million senior unsecured notes due 2017, assigned B2 (LGD5,
  86%).

The last rating action was on August 6, 2009, when the Ba3
corporate family, senior secured bank facility ratings, and stable
outlook were affirmed as the revolver was amended.

Spirit AeroSystems, Inc., headquartered in Wichita, KS, with
facilities in Wichita, Tulsa and McAlester OK, and Prestwick,
Scotland, is a designer and manufacturer of fuselages, pylons,
struts, nacelles, thrust reversers, wing assemblies and other
complex components for commercial aircraft and business jets.
7/02/09 LTM revenue for Spirit approximated $3.6 billion.


STANFORD FINANCIAL: Receiver Seeks Court Permission to Sell Yacht
-----------------------------------------------------------------
According to Bloomberg News, Ralph Janvey, the court appointed
receiver of Stanford Financial Group has asked the Texas Court to
approve the sale of Robert Allen Stanford's yacht, the Sea Eagle,
which the financier purchased in 1998 for $3.9 million.  Mr.
Janvey said the boat costs $25,000 per month just to keep at
dockside.  Mr. Janvey has a deal to sell the yacht for $2.5
million, absent higher and better bids.

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STANFORD FINANCIAL: Indictment in Florida Obstruction Case
----------------------------------------------------------
A superseding indictment was filed on September 10, 2009, in the
Southern District of Florida against Bruce Perraud, a former
global security specialist at the Ft. Lauderdale, Florida, office
of Stanford Financial Group, and against Thomas Raffanello, the
former global director of security at SFG's Ft. Lauderdale office,
adding defendant Raffanello and two charges to the original
May 2009 indictment of Perraud.

Messrs. Perraud and Raffanello each are charged with one count of
conspiracy to obstruct a Securities and Exchange Commission (SEC)
proceeding and to destroy documents in a federal investigation
(Count 1: 18 U.S.C. Sec. 371), one count of obstruction of a
proceeding before the SEC (Count 2: 18 U.S.C. Sec. 1505), and one
count of destruction of records in a federal investigation (Count
3: 18 U.S.C. Sec. 1519).  The case is pending before Judge William
J. Zloch, United States District Court Judge for the Southern
District Florida, 299 East Broward Boulevard, Ft. Lauderdale,
Florida.

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STARTECH ENVIRONMENTAL: July 31 Balance Sheet Upside-Down by $4MM
-----------------------------------------------------------------
Startech Environmental Corp.'s balance sheet at July 31, 2009,
showed total assets of $11,905,914 and total liabilities of
$15,650,590, resulting in a stockholders' deficit of $3,744,676.

For three months ended July 31, 2009, the Company posted a net
loss $1,257,179 compared with a net loss of $1,452,088 for the
same period in 2008.

For nine months ended July 31, 2009, the Company posted a net loss
of $3,246,556 compared with a net loss of $4,157,492 for the same
period in 2008.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it has no
significant revenue, has suffered significant recurring operating
losses and needs to raise additional capital in order to be able
to accomplish its business plan objectives.

The Company's ability to continue to operate as a going concern
depends on its ability to generate sufficient revenue from the
sale of its products, payments in connection with entering into
distributorship agreements and/or the receipt of additional
capital from one or more financing sources.  For some time, the
Company has been investigating the possibility of a controlling or
non-controlling third-party equity investment in the Company.  The
Company has been in discussions with several potential investors,
although the Company has not as of yet been successful in
consummating an investment transaction.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4536

Startech Environmental Corporation (OTC:STHK) is an environmental
technology corporation dedicated to the development, production
and marketing of waste minimization, resource recovery and
pollution prevention systems that convert waste into valuable
commodities.  The Company manufactures and sells a recycling
system called the Plasma Converter for the global marketplace.
The Plasma Converter is a plasma processing technology, which
achieves closed-loop elemental recycling that destroys hazardous
and non-hazardous waste and industrial by-products, while
converting them into useful commercial products.  These products
could include a synthesis gas called PCG (Plasma Converted Gas),
surplus energy for power, hydrogen, metals and silicate for
possible use and sale.  The Company's Plasma Converter Systems are
sold to generators of waste and processors of waSuite  StarCell is
the Company's hydrogen selective membrane device that separates
hydrogen from PCG.


SUN-TIMES MEDIA: Trustee, Committee Balk at $5-Mil. Asset Sale
--------------------------------------------------------------
U.S. Trustee Roberta A. DeAngelis and the Official Committee of
Unsecured Creditors objected to Sun-Times Media Group Inc.'s
proposed $5 million Chapter 11 asset sale to a stalking horse
investor group, expressing worries about prohibitive bid
requirements and the Company's ability to reach viable agreements
with its labor constituents, according to Law360.

As reported by the TCR on September 10, 2009, Sun-Times Media
Group Inc. filed with the Bankruptcy Court motions seeking
approval of the sale of its business to James C. Tyree-led
STMG Holdings LLC, absent higher and better bids at an auction on
October 7.

Sun-Times Media Group has entered into a "stalking horse" asset
purchase agreement with STMG Holdings, LLC, a private investor
group led by Chicago businessman James C. Tyree, for substantially
all assets of Sun-Times Media Group.  The buyer will acquire
substantially all assets of the Company for $5 million in cash,
subject to a working capital adjustment, and will assume certain
liabilities of Sun-Times Media Group estimated to total
approximately $20 million.

The Company said that Rothschild Inc. conducted extensive
marketing efforts for its assets or business but only James
C. Tyree-led STMG Holdings LLC submitted an offer to purchase
assets on a going concern basis.

Mr. Tyree's bid requires concessions from unions.

The Company proposes an October 7 auction, and an October 8 sale
hearing.  The Bankruptcy Court will consider approval of the
proposed auction procedures on September 24.

                       About Sun-Times Media

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


TALECRIS BIOTHERAPEUTICS: S&P Puts 'B+' Ratings on Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
'B+' corporate credit and other ratings on Talecris
Biotherapeutics Inc. on CreditWatch with positive implications.

"The CreditWatch listing is prompted by Talecris' plan to sell
44.7 million shares of its common stock, roughly 28.9 million by
the company 15.8 million being offered by Talecris Holdings, owned
by financial sponsors, Cerberus and Ampersand Ventures," said
Standard & Poor's credit analyst Arthur Wong.  The company
estimates it will raise $514.8 million in net proceeds from the
offering, assuming an IPO price of $19, and apply $386.1 million
to repay a portion of its first-lien term loan and $128.7 million
to repay a portion of its second-lien term loan.

If the IPO is successful and proceeds are subsequently used to
repay debt, Talecris' financial risk profile would significantly
improve.  Adjusted debt to EBITDA could fall to less than 2.3x,
from 3.8x at June 30, 2009, and from 8.3x as recently as June 30,
2008.  FFO to debt would be a robust 32%.  Furthermore, S&P
expects credit measures to strengthen further in the near term
because of improving operating efficiency and continued strong
demand for its products.  Thus, despite the relatively recent
ratings upgrade to 'B+' from 'B' in June 2009, S&P could raise the
ratings on Talecris multiple notches.


TETON ENERGY: Forbearance on Interest Payment Moved to Sept. 30
---------------------------------------------------------------
Teton Energy Corporation said the forbearance period related to
the interest payment due on the Company's outstanding 10.75%
Senior Secured Convertible Debentures has been extended through
and including September 30, 2009.

The Company says it intends to continue to work with the holders
of the Debentures towards a more permanent solution, however,
there can be no assurance that the Company will be successful in
doing so, in which case the Company may, among other options, be
required to seek protection under the U.S. Bankruptcy Code.

A copy of the forbearance agreement is available for free at:

          http://researcharchives.com/t/s?453c

                       NASDAQ Non-Compliance

Teton Energy also said Sept. 21 it received written notice from
the Listing Qualifications department of The NASDAQ Stock Market
on September 16, 2009 indicating that Teton is not in compliance
with the $1.00 minimum bid price requirement for continued listing
set forth in NASDAQ Marketplace Rule 5550(a)(2) because its common
stock had closed below $1.00 per share for 30 consecutive business
days.

The notice indicated that, in accordance with NASDAQ Marketplace
Rule 5810(c)(3)(A), Teton will be provided a grace period of 180
calendar days (until March 15, 2010) to regain compliance.  If, at
any time during this grace period the bid price of Teton's common
stock closes at $1.00 per share or more for a minimum of ten
consecutive business days, NASDAQ Staff will provide Teton with
written notification that it has achieved compliance with Rule
5550(a)(2), and the matter will be closed.

If Teton does not regain compliance with Rule 5550(a)(2) prior to
March 15, 2010, NASDAQ Staff will provide Teton with written
notification that its securities are subject to delisting from The
NASDAQ Capital Market. At that time, Teton may appeal the
delisting determination to a Hearing Panel.

Alternatively, if Teton 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 Teton
will have an additional 180 calendar days to regain compliance
with Rule 5550(a)(2).

                         About Teton Energy

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties.  The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming.  Teton is headquartered in Denver, Colorado.

The Company's balance sheet at June 30, 2009, showed total assets
of $60.00 million, total liabilities of $50.90 million and
stockholders' equity of about $9.10 million.


THORNBURG MORTGAGE: To Auction Off $12-Bil. in Servicing Rights
---------------------------------------------------------------
Thornburg Mortgage Inc. will auction off $12 billion in servicing
rights to jumbo loans, Adam Weinstein at dsnews.com reports,
citing people familiar with the matter.  According to dsnews.com,
sources confirmed that a servicing rights sale was in the works,
but would first require the bankruptcy court's approval.  Citing
the sources, dsnews.com relates that the $12 billion estimate for
the hypothetical is 20% higher than what was predicted.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TRIBUNE CO: Opposes Noteholders' Probe on 2007 Buyout
-----------------------------------------------------
Tribune Co. is opposing a motion by an indenture trustee for
authorization to conduct its own investigation into the
$13.8 billion leveraged buyout led by Sam Zell in December 2007.

The Law Debenture Trust Company of New York, as successor
indenture trustee for 18% of the senior notes issued by Tribune,
is seeking the Court's authority to conduct discovery under
F.R.B.P. Rule 2004 relating to Tribune Company's leveraged buyout
transaction in 2007.  Law Debenture, in the alternative, asks the
Court to appoint an examiner to analyze the claims related to the
LBO.

Law Debenture complains that neither the Debtors nor the Official
Committee of Unsecured Creditors has conducted a complete factual
investigation into the circumstances surrounding the LBO,
including, without limitation, the knowledge and intent of the
bank lending group before the funding and consummation of the
transaction.

Like Tribune, the Creditors Committee opposes the probe.  The
Committee says that it does not oppose Law Debenture's request for
documents but opposes the indenture trustee's request to embark on
a separation deposition program on its own.  The Committee says it
already has recovered and reviewed 35,000 documents from 33
parties and its review of the LBO is ongoing.

The Creditors Committee and Tribune oppose having multiple parties
conducting independent discovery on the LBO.  The Committee says
that that Law Debenture wants to pursue its parochial goals
without any need to balance the diverse interests of various
unsecured creditor interests.  "Allowing any one constituency to
control the discovery process for its own narrow and self-interest
goals would likely unreasonably delay resolution of these cases,
to the detriment of the Debtors' estates and other
constituencies," Tribune said.

J.P. Morgan Chase Bank N.A., Merrill Lynch Capital Corporation,
Robert R. McCormick Foundation, and Valuation Research
Corporation, which are targets of a potential litigation by the
bondholders, are opposing the probe.

JPMC is a member of the Creditors Committee.  Merrill resigned
from the Committee on Sept. 9.  JPMC and Merrill said they recused
themselves from the Committee's review of the LBO because they or
their corporate affiliates participated in the LBO financing.
JPMC says that Law Debenture has no standing to pursue a
fraudulent conveyance claim on behalf of Tribune.

Noting that Law Debenture may also seek depositions from current
and former shareholders, The Robert R. McCormick Foundation and
Cantigny Foundation say that subjecting them to examination is not
necessary to establish fraudulent conveyance claims.  The
Foundations noted that Tribune was a public company required to
report to the Securities and Exchange Commission with respect to
the material aspects of the LBO.  "Any examination of the
Foundations would, therefore, not be to identify potential claims
of the estate but rather to serve as an end-run around the
protections that would be afforded the Foundations under the
Bankruptcy Code if an avoidance action were filed."

                       Probe on 2007 Buyout

Law Debenture, in its request for a probe, alleges that the LBO
caused the Debtors' demise.  The LBO did not provide the Debtors
with reasonably equivalent value in exchange for the $11.2 billion
in secured debt they incurred -- the majority of the LBO debt only
to cash out former shareholders for no consideration at all,
according to Garvan F. McDaniel, Esq., at Bifferato Gentilotti
LLC, in Wilmington, Delaware, counsel for Law Debenture.

Mr. McDaniel asserts that despite the normal expectation that the
Creditors Committee would immediately probe deeply into the facts
and circumstances surrounding the leveraged buyout, after nine
months, nothing of substance addressing recoveries has transpired
and no claims have been brought.

Law Debenture tells the Court that it has asked for reasonable
access to information relating to the LBO, however, parties have
consistently and affirmatively ring-fenced Law Debenture out of
any process to obtain and use discovery to protect its
bondholders' rights in the Debtors' Chapter 11 cases.  Law
Debenture maintains that JPMC refused to allow it to use the
documents and refused to provide it with additional documents or
any depositions.

Deutsche Bank Trust Co. Americas, the indenture trustee for the
other 82% of the senior notes, supports the motion by Law
Debenture.  Deutsche Bank is a member of the Creditors Committee.
The senior notes as a group represents less than 10% of the
outstanding debt of Tribune.

Wilmington Trust Company, successor indenture trustee for the
exchangeable subordinated debentures due 2029 in the aggregate
principal amount of $1.2 billion issued by Tribune, is also
supporting the probe.  WTC, which is also a member of the
Creditors Committee, says that a probe should be conducted, noting
among other things that Mr. Zell has admitted that the leveraged
buyout was a mistake.  WTC says that the estates hold "very
significant causes of action" arising from the buyout.

WTC also pointed out that the bondholders only occupy two seats of
the nine-member Creditors Committee.  It notes that the seven
members are economically motivate to reach a quick and rather easy
plan settlement with a Zell-control management that hands the
reorganized Company to the bank lenders and releases claims
against Mr. Zell and others.  It says that an official bondholder
committee should be appointed.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRONOX INC: Equity Panel Proposes Eureka/Young as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Tronox Inc.'s
cases seeks the Court's authority to retain Eureka Capital
Partners, LLC, and Young & Partners LLC as financial advisors
pursuant to Section 1103 of the Bankruptcy Code and Rules 2014(a)
and 2016 of the Federal Rules of Bankruptcy Procedure nunc pro
tunc to August 27, 2009.

Eureka/Young are independent financial advisory firms that, in
March 2009, established a joint contractually bound effort to
provide financial restructuring and distressed investment banking
services to chemical companies and their key stakeholders.

Eureka/Young has agreed to provide these services to the Equity
Committee:

  (a) Become familiar with, and analyze, the business,
      operations, assets, financial condition and prospects of
      the Debtors;

  (b) Advise the Equity Committee on the current state
      of the restructuring and capital markets, including the
      availability of alternative DIP financing or Exit
      Financing;

  (c) Assist and advise the Equity Committee in examining and
      analyzing any potential or proposed strategy for
      restructuring or adjusting the Debtors' outstanding
      indebtedness or overall capital structure, whether
      pursuant to a plan of reorganization, a sale of assets or
      equity under Section 363, a liquidation, or otherwise,
      including, where appropriate, assisting the Equity
      Committee in developing its own strategy for accomplishing
      a Restructuring;

  (d) Assist and advise the Equity Committee in evaluating and
      analyzing the proposed implementation of any
      Restructuring, including the value of the securities, if
      any, that may be issued under any plan of reorganization;

  (e) Evaluate and advise the Equity Committee with respect to
      the proposed terms and implementation of any sale of
      assets or other major disposition by the Debtors; and

  (f) Render other financial advisory services as may from time
      to time be agreed upon by the Committee and Eureka/Young,
      including, providing agreed expert testimony, and other
      expert and financial advisory support, related to any
      threatened, expected, or initiated litigation.

The scope of Eureka/Young's anticipated services is also set
forth in the engagement letter between the Equity Committee and
Eureka/Young, a full-text copy of which is available for free:

             http://ResearchArchives.com/t/s?450a

In consideration of the services to be provided by Eureka/Young,
subject to Court approval, Eureka/Young will be paid under these
fee structures:

  (a) monthly fee equal to (i) $125,000 per month for the first
      three months and (ii) $100,000 per month thereafter until
      the expiration or termination of the Agreement.  The first
      Monthly Fees will be payable 50% to Eureka and 50% to
      Young immediately upon the Court approval of the
      Agreement. Fifty percent of any Monthly Fees actually paid
      to Eureka/Young in excess of $375,000 will be credited
      against a Transaction Fee; and

  (b) a transaction fee, payable 50% to Eureka and 50% to Young,
      in an amount equal to $1,500,000 upon the consummation of
      a Restructuring or similar transaction supported by
      the Equity Committee.

The Debtor will also reimburse Eureka/Young for out-of-pocket
expenses it incurred in the Chapter 11 cases.

As part of the overall compensation payable to Eureka/Young, the
Equity Committee believes that the Debtors and their estates
should provide Eureka/Young and certain Indemnified Persons with
an indemnity.  More specifically, the Indemnification Obligations
provide that the Debtors and their estates agree to indemnify and
hold harmless the Indemnified Persons against any liabilities in
connection with the Engagement Letter, Eureka/Young's services
under the Engagement Letter, except to the extent that the
liabilities are found by a court in a final, non-appealable
judgment to have resulted solely from the gross negligence or
willful misconduct of the Indemnified Person.

Stephen A. Greene, a senior managing director of Eureka Capital
Partners, LLC, relates that Eureka has no material conflicts with
the Debtors.  Nevertheless, while not acknowledging that they
constitute conflicts, Eureka discloses that during the period
1999-2000, a current Eureka partner, who is not part of the
engagement team for the Debtors, was employed in a junior
capacity at CS First Boston where he worked on a merger
transaction for Anadarko Petroleum Corporation.  The transaction
in question was unrelated to Kerr-McGee Corporation and the
partner in question has done no work for Anadarko since 2000.
Moreover, Eureka has an investment banking referral agreement
with Barclays Wealth, the U.S. wealth management division of
Barclays Bank PLC and an affiliate of Barclays Global Investors,
an equityholder of the Debtors.   The services to be provided by
Eureka in this case are not comprehended in nor do they conflict
with the terms of the Agreement, Mr. Greene relates.

Peter Young, president of Young & Partners LLC, and Mr. Greene,
assure the Court that their firms are "disinterested persons" as
that term is defined in Section 101(14) of the Bankruptcy Code
and that their Firms' partners, counsel and associates:

(a) are not creditors, equity security holders or insiders of
     the Debtors;

(b) are not and were not, within two years before the Petition
     Date, a director, officer, or employee of the Debtors; and

(c) do not have an interest materially adverse to the Debtors'
     estates or of any class of creditors or equity security
     holders, by reason of any direct or indirect relationship
     to, in connection with, or interest in any of the Debtors.

Eureka Capital Partners, LLC, is located at 286 Madison Ave.,
Suite 1300, in New York.

Young & Partners LLC, is located at 230 Park Avenue, Suite 1145,
in New York.

                         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)


TRONOX INC: Rejects MWV Supply Agreement
----------------------------------------
Tronox Inc. and its affiliates sought and obtained from the Court
an order rejecting, effective as of September 15, 2009, an
unexpired supply agreement with MeadWestvaco Corporation.

A substantial portion of the titanium dioxide pigment sold by the
Debtors to MWV under the Supply Agreement is produced at the
Debtors' titanium dioxide pigment production facility in
Savannah, Georgia.  The Debtors, however, recently determined to
suspend production of titanium dioxide pigment at the Savannah
Facility.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that once the suspension of operations at the
Savannah Facility became effective, the Debtors will be unable to
fulfill its obligations to MWV under the Supply Agreement.

MWV has asked that, in light of the suspension of operations at
the Savannah Facility and MWV's need for a continued supply of
titanium dioxide to operate its Mahrt Mill in Pittsview, Alabama,
the Debtors release MWV from its commitments under the Supply
Agreement.  In so doing, MWV has expressed its desire to secure
volume necessary to continue its operations at Mahrt Mill without
disruption by entering into a replacement contract with a third
party.  The Debtors have agreed to grant the release and
consensually reject the Supply Agreement for certain reasons
including the fact that the terms of the Supply Agreement,
particularly with respect to pricing adjustments, are
restrictive.

MWV will be entitled to a general unsecured rejection damages
claim in an amount to be determined by the parties.

                         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)


TRONOX INC: Seeks to Reject Air Liquide Contract
------------------------------------------------
Tronox Inc. and its affiliates seek the Court's permission to
reject an executory contract with Air Liquide Large Industries
U.S. LP related to the operation of the Debtors' Savannah, Georgia
titanium dioxide pigment production facility.  The Debtors ask the
Court to approve rejection of the Contract, effective as of
September 25, 2009.

Air Liquide provides the Debtors' Savannah, Georgia titanium
dioxide pigment production facility with oxygen, nitrogen and
nitrogen-rich gas.  Due to the suspension of titanium dioxide
operations at the Savannah facility, the Debtors no longer
require the Air Liquide contract.

Rejection of the contract will save the Debtors approximately
$602,000 per month for the remainder of 2009.

                         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)


TRUMP ENTERTAINMENT: Union Fund Balks at Noteholder's Plan
----------------------------------------------------------
Unite Here National Retirement Fund, which handles union
employees' retirement benefits for at least three casinos of Trump
Entertainment Resorts Inc., objected to a disclosure statement
filed by certain secured noteholders, contending that the
statement doesn't specify the preservation of collective
bargaining agreements, according to Law360.

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada to amend and restate a
prepetition credit agreement with the partnership subsidiary of
the Company in order to restructure approximately $486 million in
debt.  Under the amendment, the debt will be assumed by the
reorganized company post-emergence and the maturity period for the
repayment is extended until December 2020 from the existing
maturity of 2012.  Under the Plan, only Beal Bank will have
recovery, and lower ranked creditors would receive nothing.
According to the disclosure statement explaining the Plan, Beal
Bank will recover 94% of its claims.

Noteholders have been allowed to file a competing plan.  The
Noteholders say that they have a "superior plan".  The Noteholders
noted that, in stark contrast to the Insider Plan, their plan
would deliver far more value to all constituencies, as follows:

   -- The Noteholder Plan contemplates a capital contribution of
      $175 million in new equity capital in the form of a rights
      offering backstopped by certain holders of the Senior
      Secured Notes.

   -- The Noteholder Plan further contemplates the sale of the
      Trump Marina Hotel Casino to Coastal Marina, LLC for
      $75 million, net of certain deposits and the dismissal of
      the litigation commenced by the Debtors against, among
      others, Richard T. Fields and Coastal Development, LLC,
      alleging that the defendants defrauded the Debtors of the
      opportunity to construct, operate and ultimately reap the
      proceeds of the sale of Hard Rock casino and hotel projects
      on Seminole land in Hollywood and Tampa, Florida.  This
      results in the infusion of immediate value to the estate in
      exchange for the elimination of the huge cash drain caused
      by the Trump Marina's losses and ongoing litigation.

   -- Beal Bank would receive a cash pay down equal to the
      proceeds from the Marina Sale, plus $75 million from the
      proceeds of a rights offering.  In addition, Beal Bank would
      receive new debt at an interest rate to be determined by the
      Court sufficient to provide Beal Bank with the present value
      of Beal's allowed secured claim.

   -- Holders of the Senior Secured Notes, together with eligible
      holders of general unsecured claims, will be entitled to
      receive their pro rata share of (a) 5% of the common stock
      of the reorganized Debtors, and (b) subscription rights to
      acquire 95% of the New Common Stock.  In addition, holders
      of general unsecured claims that are not eligible to receive
      subscription rights would be entitled to receive their pro
      rata share of a fixed pool of cash.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNITED SCIENCE INDUSTRIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: United Science Industries, Inc.
           aka USI
        PO Box 589, 1400 Warren
        Mt. Vernon, IL 62864

Bankruptcy Case No.: 09-41563

Chapter 11 Petition Date: September 21, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtor's Counsel: Terry Sharp, Esq.
                  PO Box 906
                  Mt Vernon, IL 62864
                  Tel: (618) 242-0246
                  Email: sharpbk@lotsharp.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Jay P. Koch, president of the Company.


UTGR INC: Proposes Executive Bonuses to Double Salaries
-------------------------------------------------------
According to Bill Rochelle at Bloomberg News, UTGR Inc. is seeking
approval of incentive bonuses for the top eight officers that may
cost as much as $1.26 million if cash flow targets are met for
2009.  The chief executive officer, senior vice president and
chief financial officer are to be eligible for bonuses that could
double their base salaries of $450,000, $270,000 and $227,000,
respectively.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


VALHI INC: Fitch Withdraws 'CCC/RR4' Rating on Senior Facility
--------------------------------------------------------------
Fitch Ratings has withdrawn the 'CCC/RR4' rating on Valhi, Inc.'s
$85 million senior secured revolving credit facility at the
company's request given that the company has terminated the
facility.  Fitch did not rate any other debt issued by Valhi and
therefore withdraws the Issuer Default Rating of 'CCC'.

Valhi is a holding company with direct and indirect ownership
stakes in NL Industries, Inc., Kronos Worldwide, Inc., CompX
International, Inc. (manufacturer of component products) and Waste
Control Specialists (provider of hazardous waste disposal
services).

Fitch affirms the ratings of Kronos International Inc.:

  -- Issuer Default Rating at 'CCC';

  -- EUR80 million senior secured revolving credit facility due
     May 26, 2011 at 'B+/RR1';

  -- EUR400 million senior secured notes due April 15, 2013, at
     'CCC/RR4'.

The Rating Outlook is Negative.

The Negative Outlook reflects Fitch's view that trading conditions
could deteriorate.  Operating EBITDA for the 12 months ended
June 30, 2009, was a negative $3.5 million and Fitch does not
expect the company to be free cash flow positive for 2009.

The ratings reflect tight liquidity and high financial leverage at
Kronos International and Kronos Worldwide's strong market position
in the TiO2 industry (fifth largest globally).  Fitch notes that
Kronos International has obtained an amendment to its
subsidiaries' revolving credit which limits availability to
EUR51 million until the obligors evidence compliance with
covenants through March 31, 2010, and provide evidence that the
obligors' loss before taxes for the financial year ending Dec. 31,
2009 has not exceeded $56 million.

Kronos International is Europe's second largest producer of TiO2
pigments.  The company is a wholly owned subsidiary of Kronos
Worldwide, a holding company which has additional ownership
interests in certain North American TiO2 producers.  TiO2 pigments
are used in paints, paper, plastics, fibers and ceramics.


VALLAMBROSA HOLDINGS: Chapter 11 Case Dismissed
-----------------------------------------------
WestLaw reports that a bankruptcy court did not have to make a
determination as to the value of the real property of a Chapter 11
debtor-real estate developer as of the effective date of its
proposed plan to conclude that there was insufficient value in the
property to consummate the proposed "dirt for debt" plan with the
debtor retaining any excess real estate.  Thus, the debtor did not
have a reasonable likelihood of rehabilitation for the purposes of
a secured creditor's motion to dismiss its case for cause.  The
court did determine that, in light of the rate at which the
interest was accruing on secured debt, the debt would exceed the
value of the debtor's equity that had remained in the property on
the petition date before a plan could be confirmed, and that, due
to the state of the real estate market, the property's value could
not have increased and possibly was less since the petition date.
In re Vallambrosa Holdings, L.L.C., --- B.R. ----, 2009 WL 2868683
(Bankr. S.D. Ga.).

Further, WestLaw reports, the Bankruptcy Court concludes that the
real estate developer filed its Chapter 11 petition with a lack of
good faith, warranting the case's dismissal.  The debtor's sole
asset was a tract of real property, and the amount of secured
claims greatly exceeded unsecured claims.  Moreover, the debtor
had no employees and was not currently conducting any ongoing
business, and the filing appeared to be a part of a two-party
dispute relating to the debtor's real property, on which a secured
lender was attempting to foreclose.  The case was filed on the eve
of foreclosure, after the contractual maturity of the debtor's
note and after the debtor, on notice of that deadline, failed or
was unable to refinance the note or exercise its contractual
rights to an extension.  The maturity date of the loan expired,
furthermore, after the debtor repeatedly failed to timely perform
its contractual duties and meet development deadlines.  In re
Vallambrosa Holdings, L.L.C., --- B.R. ----, 2009 WL 2868677
(Bankr. S.D. Ga.).

Headquartered in Colbert, Georgia, Vallambrosa Holdings, LLC, fka
Vallambrosa Development Co., LLC, and its principal, Jewett W.
Tucker, Jr., filed for Chapter 11 protection on May 6, 2008
(Bankr. S.D. Ga. Case No. 08-40791).  James L. Drake, Jr., Esq.,
represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated their assets and debts at $10 million to $50 million.


VERTICAL COMPUTER: Pref. Stock Errors Cue Annual Report Amendment
-----------------------------------------------------------------
Vertical Computer Systems Inc.'s balance sheet at March 31, 2009,
showed total assets of $1,255,153 and total liabilities of
$22,295,796, resulting in a stockholders' deficit of $21,040,643.

For three months ended March 31, 2009, the Company reported a net
income of $3,827,562 compared with a net loss of $262,413 for the
same period in 2008.

The Company related that it determined that it was necessary to
restate its consolidated financial statements reported in its 2008
annual report filed on Form 10-K/A on Sept. 17, 2009, to correct
for an error in the classification and measurement of the
convertible cumulative Preferred Stock Series A, B, C and D.  The
correction of the error affected certain accounts in the
consolidated balance sheets and the consolidated statements of
stockholders' deficit as of March 31, 2009.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?453a

A full-text copy of the Company's amended annual report on Form
10-K/A is available for free at
http://researcharchives.com/t/s?4552

Based in Richardson, Texas, Vertical Computer Systems Inc. (OTCBB:
VCSY) -- http://www.vcsy.com/-- is a multinational provider of
administrative software services, Internet core technologies, and
derivative software application products through its distribution
network.

                     Going Concern Doubt

On April 15, 2009, Malone & Bailey, PC in Houston, Texas expressed
substantial doubt about its ability to continue as a going concern
after auditing the Company's financial statements for the years
ended Dec. 31, 2008, and Dec. 31, 2007.  The auditor noted that
the Company suffered losses from operations and has a working
capital deficiency.  Additionally, at Dec. 31, 2008, the Company
had negative working capital of $13,200,000 and defaulted on
several of its debt obligations.


VILLAGE AT OAKWELL: Apartment Complex to be Demolished
------------------------------------------------------
Kristina De Leon at WOAI.com reports that the city of San Antonio
has ordered El Chaparral Apartments to be demolished in 45 days.

According to WOAI.com, the people who live near an apartment
complex say that it's been vacant for a while and needs to be shut
down, claiming that it's dangerous with "drainage problems,
foundation problems," and easy to get inside.  Vandals, vagrants,
and drug paraphernalia were found on the property, the report
says, citing resident Michelle Wilby.

The city said it will secure the area and clean it all up over the
next two weeks, WOAI.com states.  According to the report, El
Chaparral's owner will have to pay half million dollars to tear
the complex down.

San Antonio, Texas-based The Village At Oakwell Farms, LTD, fdba
El Chaparral Apartments, filed for Chapter 11 bankruptcy
protection on August 3, 2009 (Bankr. W.D. Texas Case No. 09-
52932).  Martin Warren Seidler, Esq., who has an office in San
Antonio, Texas, assists the Company in its restructuring efforts.
The Company listed $1,205,347 in assets and $4,359,790 in
liabilities.


VISTEON CORP: Slashes Proposed Bonus Program by 86%
---------------------------------------------------
Visteon Corp. trimmed the size of its bonus program by 86% to win
support from lenders and the official committee of unsecured
creditors, Bill Rochelle at Bloomberg News reported.

According to the repot, the program originally proposed in June
would have cost as much as $80.1 million to cover 2,500 executives
and workers.  Creditors, suppliers, and customers rose in
opposition, noting how automakers and parts supplier abandoned
similar programs.

The newly proposed program will cost a maximum of $11.4 million
and will cover 12 senior executives and 83 other managers.  A
hearing for approval is scheduled for Oct. 7.

                        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)


VULCAN ENERGY: S&P Assigns 'BB' Rating on $280 Mil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Vulcan Energy Corp.'s proposed $280 million senior secured term
loan.  S&P assigned a '4' recovery rating to this debt, indicating
expectations of average (30%-50%) recovery in a payment default
Vulcan will use proceeds to repay its existing term loan.  At the
same time, S&P has affirmed its ratings on Vulcan, including the
'BB' corporate credit rating.  The outlook is stable.

"The ratings on Vulcan reflect its complete reliance on upstream
distributions from Plains All American Pipeline L.P. [rated BBB-
/Stable/--] to support its debt service and administrative
expenses," said Standard & Poor's credit analyst David Lundberg.
Vulcan's sole assets consists of its 50.1% ownership stake in
Plains AAP LP, the general partner of Plains, and a 9.1% ownership
stake in Plains' limited partnership units (representing 9.1% of
total LP units outstanding).

The ratings on Plains reflect its large and diverse network of
pipelines and terminals that provide stable cash flow, and
management's good track record of funding expansion capital
projects and acquisitions in a balanced manner.  Ratings also
reflect the inherent volatility in Plains' marketing segment, the
partnership's somewhat aggressive financial leverage, and the
master limited partnership structure, which requires Plains to pay
out the vast majority of available cash flow to its unitholders
each quarter.

Like most investment-grade MLPs, Plains has a long history of
making steady distributions to unitholders.  Because equity
investors tend to value MLPs on a distribution yield basis, S&P
believes that Plains would be loath to cut distributions unless
absolutely necessary.  In the few instances in which MLPs have cut
distributions, equity valuations have fallen dramatically.

If, however, Plains were to materially reduce or halt
distributions out of necessity, the credit quality of Vulcan could
deteriorate very quickly.  Vulcan's EBITDA roughly consists of
$45 million in LP unit distributions and $56 million of
distributions from the GP.  The GP cash flows are effectively
leveraged due to incentive distribution rights.  The IDRs allow
the GP to receive a disproportionate amount of distributions as
Plains increases its distribution levels.  The reverse also holds
true.  Distributions to the GP holders will fall
disproportionately if Plains were to cut distributions.
Furthermore, there is $200 million of debt at Plains AAP, which
creates another level of financial leverage.

As an example, if Plains were to decrease distributions from $3.60
per unit (actual is now $3.62 per unit) by 25% to $2.70, the
distribution to LP unitholders would fall by 25% but the
distribution to the GP would fall by three times this amount, or
75%.  As a reference point, Plains' distributable cash flow would
need to fall by 30% in this scenario.  S&P estimates that Vulcan's
$56 million in GP distributions would effectively drop to zero if
distributions were cut to $2 per unit or below.

Pro forma for the financing, Vulcan's debt to EBITDA will be
approximately 2.8x and EBITDA to interest 6x.  These measures,
however, are somewhat misleading, as they do not account for the
effective leverage of the IDRs and the debt at Plains or Plains
AAP.  Given $16 million in annual interest expense, $2.8 million
in scheduled amortization payments and roughly $2 million in
overhead expense, S&P estimates that Vulcan's interest coverage
would fall to 1x if Plains cut its distribution by roughly 53%
from currently levels (meaning distributable cash flow would fall
by roughly 60%).  To the extent interest rates rise, this
percentage will be lower.  Under this scenario, the LP unitholder
distributions would represent the sole source of cash flow to
Vulcan.

Viewed from an alternative perspective, debt leverage is
aggressive when consolidating debt through all the corporate
entities.  At Plains, S&P expects long-term debt to 2009 EBITDA to
be approximately 4.2x.  When adding $200 million of debt at Plains
AAP and another $280 million at Vulcan, debt leverage increases to
approximately 4.7x.

S&P would consider a negative ratings action if Plains' credit
profile worsens or S&P believes that the partnership may cut
distributions.  Depending on the circumstances, S&P could lower
its rating on Vulcan because of the leveraging effect of the IDRs.


WAVE SYSTEMS: Receives Nasdaq Non-Compliance Notice
---------------------------------------------------
Wave Systems Corp. on September 15, 2009, received notification
from the Listing Qualifications Department of The Nasdaq Stock
Market indicating that the Company's Class A Common stock is
subject to potential delisting from The Nasdaq Capital Market
because for a period of 30 consecutive business days, the bid
price of the Company's Class A common stock has closed below the
minimum $1.00 per share requirement for continued inclusion under
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 anytime 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 staff will provide
written notification that it has achieved compliance with the Bid
Price Rule.

If the Company fails to regain compliance with the Bid Price Rule
before 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, or until September 13, 2010, to
regain compliance with the Bid Price Rule.  The Company currently
meets the Nasdaq Capital Market initial listing requirements set
forth in Nasdaq Marketplace Rules 5505(a) and 5505(b)(2) except
for the minimum bid price and the $4 million shareholders' equity
requirements.

                        Going Concern Doubt

Wave has incurred substantial operating losses since its
inception, and as of June 30, 2009, has an accumulated deficit of
$346.55 million.  Wave is expecting to incur an operating loss for
the calendar year 2009.  As of June 30, 2009, Wave had negative
working capital of $5,902,916.

Wave has begun market introduction of its security and broadband
media distribution software products and has signed initial
distribution contracts for these applications.  However, due to
the early stage nature of this market, it is unlikely that Wave
will generate sufficient revenue to cover all of its cash flow
needs to fund its operating requirements for the twelve-months
ending June 30, 2010.

Wave projects that it has enough liquid assets to continue
operating through February 2010.  Wave estimates that it will need
a minimum of approximately $2,000,000 of additional cash from a
combination of revenue growth, expense reductions and additional
financings, to fund operating expenses and capital expenditures
for the twelve-months ending June 30, 2010.

If Wave is not successful in raising the needed capital, or is not
successful in executing its business plan, Wave could be forced to
cease operations or merge with or sell its business to another
company.  No assurance can be provided that any of these
initiatives will be successful.  Due to Wave's current cash
position, its capital needs over the next year and beyond, the
fact that Wave has not at this time secured enough financing to
fund operations through June 30, 2010, and beyond, and the
uncertainty as to whether Wave will achieve its sales forecast for
its products and services, substantial doubt exists with respect
to Wave's ability to continue as a going concern.

                       About Wave Systems

Headquartered in Lee, Massachusetts, Wave Systems Corp. (Nasdaq:
WAVX) -- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

Wave's balance sheet at June 30, 2009, showed total
assets of $2.85 million and total liabilities of $8.54 million,
resulting in a stockholders' deficit of about $5.69 million.


WILLIAM PILGER: Case Summary & 39 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William D. Pilger
                  aka William D Pilger, Sr.
                  dba Pilger Properties
                  dba MV-SEA-W
                  aka William Donald Pilger
               Leticia Pilger
                  aka Leticia M. Pilger
                  fka Seashell Beach Rsrt
                  fka Leticia Elmhorst
                  fka Leticia Maldonado
               2500 County Barn Rd
               Naples, FL 34112

Bankruptcy Case No.: 09-21153

Chapter 11 Petition Date: September 21, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtors' Counsel: Noelle M. Melanson, Esq.
                  Phoenix Law PA
                  12800 University Drive, Suite 260
                  Fort Myers, FL 33907
                  Tel: (239) 461-0101
                  Fax: (239) 244-1976
                  Email: nm@corporationcounsel.com

                  Charles PT Phoenix, Esq.
                  Phoenix Law PA
                  12800 University Drive, Suite 260
                  Fort Myers, FL 33907
                  Tel: (239) 333-3800
                  Fax: (239) 461-0083

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
$1,397,308, and total debts of $4,129,473.

A full-text copy of the Debtors' petition, including a list of
their 39 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/flmb09-21153.pdf

The petition was signed by the Joint Debtors.


WILLIAM TROUT: Ex-Wife Gets Relief from Stay to Pursue Support
--------------------------------------------------------------
WestLaw reports that "cause" existed for granting an individual
Chapter 11 debtor's ex-wife relief from the automatic stay in
order to pursue enforcement in state court of support obligations
that the debtor had been vigorously resisting for more than two
years.  The non-divorce reasons offered by the debtor for his
bankruptcy filing were laughable.  The debtor's bankruptcy
petition was merely one last attempt to avoid payment of support
obligations imposed by the state court, before which he had
previously been hauled on more than one occasion and cited for
contempt.  In re Trout, --- B.R. ----, 2009 WL 2868089 (Bankr.
S.D. Ga.) (Davis, J.).

Dr. William H. Trout, Jr., dba Smile Innovations, filed for
chapter 11 protection (Bankr. S.D. Ga. Case No. 09-40748) on
April 9, 2009, while incarcerated in the Bryan County, Ga., jail.
A copy of the Debtor's Chapter 11 petition is available at
http://bankrupt.com/misc/gasb09-40748.pdfat no charge.


WISE METALS: Closes Multi-Year Supplier Deal with Anheuser-Busch
----------------------------------------------------------------
Wise Metals Group LLC said September 15 it has completed a multi-
year agreement to supply Anheuser-Busch InBev beginning in 2010.

"This agreement is a significant addition to the can sheet
business at our Wise Alloys rolling mill in Muscle Shoals, Alabama
and is a testament to the quality and reliability achievements of
the entire Wise team," according to David D'Addario, Chairman and
CEO of Wise Metals Group.

"We are proud to have Wise as a part of our supply chain," stated
Matt Rohm, Director Metal Procurement for Anheuser-Busch InBev,
"Over the past several years it has become obvious that Wise is a
significant manufacturer of can sheet providing a high quality
product."

Wise is now capable of producing 14-out can sheet after widening
their three-stand and installing a new wide slitter.  According to
Mr. D'Addario, "The completion of this significant capital project
was key to our being able to secure this additional business."
Added D'Addario, "We are looking forward to a mutually beneficial
relationship with our new business partner AB-I."

In a separate transaction, Wise Metals Group and Anheuser-Busch
Recycling Corporation have completed a multi-year agreement in
which A-BRC will supply 100% of Wise Metals' UBC scrap
requirements to the can sheet rolling mill which Wise Metals
operates in Muscle Shoals, Alabama.  Wise considers itself one of
the largest processors of Used Beverage Can Scrap.

"This strategic partnership with Anheuser-Busch Recycling is
critical in a world where environmental responsibility and
sustainability have become hallmarks for businesses committed to
achieving excellence," according to Mr. D'Addario.  Mr. D'Addario
went on to say that "this partnership provides us the vehicle to
continue to grow and prosper together in this critical area of
corporate stewardship."

"For Wise, this means that we will have an assured supply of raw
materials over the long term which will help us accomplish our
mission of supplying a high quality product to all our customers,
a commitment that I know all our employees are part of," stated
Phil Tays, Executive Vice President and Plant Manager.

Wise will be working closely with A-BRC to reconcile existing
agreements and relationships with scrap suppliers for both
companies.  According to Trevor Hansen, Vice President, Anheuser-
Busch Recycling Corporation, "This partnership with Wise provides
an opportunity to capitalize on synergies and strengths of both
our organizations."

"The negotiation of these two agreements ends several months of
intensive work," per Danny Mendelson, Executive Vice President and
Chief Strategic Officer, Wise's efforts were led by Don Farrington
Executive Vice President-Sales and Dick Weaver Executive Vice
President-Non-Core Operations.  "This successful conclusion was
made possible by the high level of professionalism of both the
A-BRC and AB-I teams. As David noted these agreements put Wise on
firm financial footing well into the future," said Mr. Mendelson.

                      About Wise Metals Group

Based in Baltimore, Maryland, Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States, operating shipping and processing
locations throughout the United States that support a network of
neighborhood collection centers; and Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide
ranging from small on-site repairs to complete turn-key
maintenance.

Wise has said it is working with lenders to negotiate an extension
to the term of its revolving and secured credit facility, which
matures on May 5, 2010.

As of June 30, 2009, the Company had total assets of $481,973,000;
and total current liabilities of $554,759,000, term loans and
capital lease obligations, less current portion, of $1,933,000,
senior note obligations of $150,000,000, accrued pension and other
post retirement obligations of $13,521,000, other liabilities of
$1,279,000, redeemable preferred membership interest of
$87,875,000, resulting in total Members' deficit of $327,394,000.

                           *     *     *

As reported by the Troubled Company Reporter on July 16, 2009,
Moody's Investors Service commented that the Caa3 corporate family
rating and negative rating outlook for Wise Metals LLC would not
be immediately impacted by the company's disclosure of weak
results in its delayed first quarter financial statements filed on
July 9, 2009.  The prior rating action for Wise Metals was on
September 27, 2006, when the probability of default rating of Caa3
was assigned.  The credit opinion was updated on September 29,
2008.

As reported in the TCR on March 20, 2009, Standard & Poor's
Ratings Services revised its outlook on Wise Metals to negative
from developing.  At the same time, Standard & Poor's affirmed its
'CCC' corporate credit rating.


WYNN RESORTS: Fitch Monitors 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings is closely monitoring potential credit
considerations for the 'B+' Issuer Default Rating of Wynn Resorts,
Ltd. and its subsidiaries following the company's recent filing
with the Hong Kong Stock Exchange and revision to its U.S. credit
agreement.

Despite minimal near-term capital needs, Wynn has filed an
application with the Hong Kong Stock Exchange in connection with
a possible equity listing.  On Sept. 19, 2009, the company
determined that its proposed offering could raise roughly
$1.4-$1.6 billion in connection with a sale of 25% of a Macau
subsidiary.  In addition, Wynn Las Vegas, LLC, revised its credit
agreement on Sept. 10, 2009, to allow a secured note issuance of
up to $500 million until March 31, 2010.  This analysis is
provided so that investors and market participants understand how
Fitch is currently viewing the considerations of these potential
transactions.

            Considerations Related to the Flow of Funds

As of June 30, 2009, nearly $200 million of cash was held at Wynn
Resorts, roughly $70 million at Wynn LV LLC, and approximately
$810-$825 million at Wynn Resorts (Macau), SA (Wynn Macau SA).
The only project under construction is Encore Macau, which had
roughly $340 million left on its $650 million budget as of
June 30, 2009, so the project is fully funded with cash on hand.
Excluding the project capex, Wynn Macau SA is generating
comfortably more than $200 million of annual free cash flow (FCF).
Wynn LV LLC completed Encore Las Vegas in December 2008 and has
only minimal residual construction payables left to pay.  After
that, Fitch believes that Wynn LV LLC may be able to generate a
thin amount of FCF, depending on the impact of the CityCenter
opening later this year.

The Macau credit facilities include a mandatory prepayment
provision in the event of an equity issuance.  However, lenders
have the right to not require prepayment, and a change in
corporate structure, in part to allow the equity issuance, was
permitted by lenders in July 2009 and noted in the Information
Pack that was filed on Sept. 11, 2009.  If Wynn Macau SA is not
required to prepay the credit facilities with the potential equity
proceeds, the additional funds may be able to support future
growth initiatives, such as a Cotai Strip development.

Wynn's Las Vegas credit profile is significantly weaker than Macau
and financial covenants will resume in 2011, with leverage
required to be 6.5 times as of June 30, 2011, stepping down to
6.0x by Dec. 31, 2011.  Based on Fitch's current operating
outlook, it is highly unlikely Wynn LV LLC will be in compliance
with the leverage covenant in 2011 without additional support.

Fitch estimates that the parent company, Wynn Resorts, will be
able to generate about $60 million annually from Wynn Macau SA
management/royalty fees that it could use to support the Wynn LV
LLC credit.  So depending on property performance and the impact
of the Encore Macau opening in the first half of 2010 (1H'10),
Fitch estimates Wynn Resorts can receive on the order of
$100-$150 million in management/royalty fees from Wynn Macau SA
in 2009-2010.

In addition, Wynn Resorts can receive dividends from Wynn Macau
SA, subject to its credit facility's net leverage covenant
(currently 5.0x, which eventually steps down to 3.5x on Dec. 31,
2012).  Wynn Resorts applied all of its U.S. net operating losses
against a cash dividend of $1.072 billion from Wynn Group Asia in
November 2008, and the company also used most of its foreign tax
credits related to the repatriation of Wynn Macau SA's earnings.

Tax Implications:

In order to move cash back to the U.S. tax efficiently, Fitch
believes that Wynn Resorts would be able to use additional NOLs
from its Las Vegas operations that began accumulating in 2009.
Wynn LV LLC recorded a $142 million net loss in 1H'09.  Operating
losses at Wynn LV LLC are likely to continue to accumulate for the
next few years unless and until the company reduces debt at that
subsidiary.  That should enable the company to repatriate at least
some earnings from Macau tax-efficiently.  Wynn Macau SA generated
net income of roughly $265 million in 2008 and $117 million in
1H'09.  Fitch estimates the company will likely be able to use
NOLs and/or foreign tax credit carry-forwards to tax-efficiently
repatriate Macau earnings on the order of $400-$600 million in
2009-2010 depending on property performance and the impact of the
Encore Macau opening in 1H'10.

The company is accumulating foreign tax credit carry-forwards
related to the difference between the tax it pays in Macau (39% of
revenues in lieu of income tax) and the 35% U.S. tax rate on
income.  As of Dec. 31, 2008, it had accumulated $698 million in
foreign tax credit carry-forwards, although it took a valuation
allowance that offset most of this, resulting in a net foreign tax
credit balance of $71 million as of the end of 2008.  The
valuation allowance is based on whether or not the company
believes it is 'more likely than not' to realize the future
deferred tax benefits.  Therefore, if the outlook for the
realization of the deferred tax benefits changes, the valuation
allowance would likely be reversed to the extent the company can
use a greater portion of the foreign tax credit carry-forwards.
The assumptions used to determine the valuation allowance can
change, and it seems possible that a potential Cotai development
in Macau supported by an equity issuance and/or Aqueduct
development in New York could alter the determination of how much
future deferred tax benefits the company is likely to use.  If
that is the case, significantly more of the foreign tax credits
could become available for use by the company, subject to
expiration.

The consideration relating to whether or not the company could
move any funds from an equity issuance back to the U.S. tax-
efficiently and use its NOLs and/or foreign tax credits is based
on the relative classification of the transaction as ordinary
income or capital.  To the extent the transaction is deemed
ordinary income, the company could use the NOLs or foreign tax
credit carry-forwards to minimize the tax liability.  Any portion
deemed a capital gain would be subject to taxation upon
repatriation.  Given the complex legal structure that is being
revised through multiple transactions as indicated in the
Information Pack, the potential tax classification of a subsidiary
equity issuance in Hong Kong is unclear.

Therefore, Fitch currently maintains a cautious view regarding
any near-term benefit to the Wynn LV LLC credit from the Hong
Kong equity issuance.  Moreover, the company may be able to
provide adequate support to Wynn LV LLC through existing means
anyway.  As indicated above, Fitch believes the company could
probably move back to the U.S. roughly $500-$750 million of
Wynn Macau SA earnings and management fees in 2009-2010 in a
tax efficient manner.  Those funds combined with the nearly
$200 million in cash currently at the parent company gives the
company ample flexibility to reduce the $2.57 billion of Wynn LV
LLC debt as of June 30, 2009, in Fitch's view.  That could support
debt reduction at Wynn LV LLC to the $1.6-$1.8 billion range by
2011, which implies that EBITDA would probably need to be in the
$250-$300 million range to comply with the 6.0x-6.5x leverage
covenant in 2011.  Although that level of Las Vegas EBITDA is
slightly above Fitch's current expectation, and well above the
LTM June 30, 2009 level of about $203 million, an unlimited equity
cure provision from an April 2009 amendment to the credit
agreement reduces covenant compliance concern in 2011.

                   Potential U.S. Debt Issuance

The 2011 credit outlook would also improve with the potential for
up to $500 million in a senior secured issuance at Wynn LV LLC.
The fifth amendment to the Wynn LV LLC credit agreement from
Sept. 10, 2009, permits an issuance until March 31, 2010, but
requires that at least 75% of potential net proceeds be used to
pay down the credit facilities, which mature in 2012-2013 and had
roughly $900 million outstanding as of June 30, 2009.  Therefore,
a secured issuance would be mostly leverage neutral, but since it
will take out a substantial portion of the bank group's exposure,
negotiating additional financial covenant amendments becomes much
easier, if needed.  If a potential senior secured issuance were at
least a five-year term, it would push back the next material
inflection point in Wynn LV LLC's already attractive maturity
schedule to 2014, when the $1.6 billion First Mortgage Notes are
due.

                          Rating Outlook

Fitch continues to maintain a cautious outlook regarding potential
deleveraging for corporate gaming operators in general and Wynn
specifically, which is a factor in the company's 'B+' IDR.  While
Wynn's underlying credit profile and solid liquidity supports
meaningful debt reduction, attractive growth opportunities, such
as developments on the Cotai Strip in Macau or Aqueduct in New
York (for which the company is currently a bidder), could restrict
near-term credit improvement.  That said, if these transactions
were completed, Fitch would view them positively.

The IDRs of the parent and subsidiaries are currently linked, in
part because Fitch believes Wynn currently has adequate
flexibility with respect to the flow of funds relative to
subsidiary needs.

Fitch currently rates Wynn with a Stable Outlook:

Wynn Resorts

  -- IDR 'B+'.

Wynn LV LLC

  -- IDR 'B+';
  -- $697 million senior secured bank credit facility 'BB/RR2';
  -- $1.6 billion senior secured first mortgage notes 'BB/RR2'.

Wynn Macau SA

  -- IDR 'B+';
  -- $1.5 billion senior secured bank credit facility 'BB+/RR1'.


YL WEST: U.S. Trustee Sets Meeting of Creditors for October 20
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in YL West 87th Holdings I. LLC's Chapter 11 case on Oct. 20,
2009, at 3:00 p.m.  The meeting will be held at Office of the U.S.
Trustee, 80 Broad Street, Fourth Floor, New York City.

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

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

New York City-based YL West 87th Holdings I. LLC operates a real
estate business.  The Company filed for Chapter 11 on Sept. 9,
2009 (Bankr. S.D.N.Y. Case No. 09-15445).  Gary M. Kushner, Esq.,
at Forchelli, Curto, Schwartz, Mineo, et al., represents the
Debtor in its restructuring effort.  In its petition, the Debtor
listed $50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in debts.


YL WEST: Wants to Hire The Forchelli Firm as Bankruptcy Counsel
---------------------------------------------------------------
YL West 87th Holdings I. LLC asks the U.S. Bankruptcy Court for
the Southern District of New York for authority to employ
Forchelli, Curto, Schwartz, Mineo, et. al. as counsel.

The Forchelli firm will:

   a. give the Debtor legal advice with respect to its powers and
      duties as a debtor-in-possession;

   b. take all necessary action on behalf of the Debtor to protect
      and preserve the Debtor's estate, including prosecuting
      actions on behalf of the Debtor, negotiating any and all
      litigation in which the Debtor is involved, and objecting to
      claims filed against the Debtor's estate;

   c. prepare all necessary applications, answers, orders, reports
      and other legal documents on behalf of the Debtor in
      connection with the Chapter 11 proceeding; and

   d. attend meetings and negotiate with representatives of
      creditors and other parties in interest, attend court
      hearings; and advise the Debtor on the conduct of its
      Chapter 11 case;

   e. perform all other legal services for the Debtor which may be
      necessary in the chapter 11 case; and

   f. advise and assist the Debtor regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting a plan of reorganization and
      accompanying disclosure statement, securing the approval of
      a disclosure statement, soliciting votes in support of plan
      confirmation, and securing confirmation of the plan.

Gary M. Kushner, Esq., a partner at the Forchelli firm, tells the
Court that the firm received a $12,000 retainer from YL Management
LLC for purposes of representing the Debtor in the case.  YL
Management LLC is a non-debtor affiliate of the Debtor and is the
parent company that manages the property located at 101 West 87th
Street, New York City.

The hourly rates of The Forchelli firm's personnel are:

     Mr. Kushner                            $400
     Brian J. Hufnagel, Esq., associate     $260
     Attorneys                           $175 - $450
     Law Clerks and Paralegals           $100 - $175

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

Mr. Kushner can be reached at:

     Forchelli, Curto, Schwartz, Mineo, et. al.
     The Omni
     333 Earle Ovington Blvd, Suite 1010
     Uniondale, NY 11553

                   About YL West 87th Holdings

New York City-based YL West 87th Holdings I. LLC operates a real
estate business.  The Company filed for Chapter 11 on Sept. 9,
2009 (Bankr. S.D.N.Y. Case No. 09-15445).  In its petition, the
Debtor listed $50,000,001 to $100,000,000 in assets and
$10,000,001 to $50,000,000 in debts.


* FDIC Should Borrow From Banks to Replenish Reserves, Group Says
-----------------------------------------------------------------
According to Bloomberg News, the American Bankers Association
wrote a letter to the Federal Deposit Insurance Corp. that the
agency should borrow from banks or dip into fees paid by lenders
rather than increase a levy to replenish its reserves.

Banks oppose paying more premiums that "may do more harm than
good" and would prefer the FDIC avoid borrowing from the Treasury
Department, ABA President Edward Yingling wrote in a Sept. 21
letter to FDIC Chairman Sheila Bair.  Banks are ready to pay some
obligations in advance, he said.

"Prepaid premiums or borrowing from the industry show great
promise and are preferred to borrowing from the Treasury,"
Mr. Yingling wrote to the FDIC.

The FDIC's Deposit Insurance Fund (DIF) decreased by $2.6 billion
-- 20.3% -- during the second quarter to $10.4 billion.  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.

The surge in bank failures has forced the FDIC to enter loss-
sharing arrangements and absorb other costs to unload the assets
of failed lenders.

The FDIC Board on August 26, adopted new guidelines for investors
interested in acquiring or investing in failed banks.  The FDIC
agreed to lower to 10% from the proposed 15% the Tier 1 capital
ratio private-equity investors must maintain after buying a bank.
The move is meant to encouraging private-equity investors to bid
on assets of collapsed banks.


* Non-Viable Companies Ought to Fail, FDIC's Bair Says
------------------------------------------------------
According to Gregory Mott at Bloomberg News, Federal Deposit
Insurance Corp. Chairman Sheila Bair said the U.S. government
needs to establish a credible system for unwinding large non-bank
firms to eliminate the "vicious cycle" created by the view that
some companies are "too big to fail."

"In a properly functioning market economy, there will always be
winners and losers," Ms. Bair said at a Georgetown University
conference in Washington.  "We don't have capitalism if we don't
have losers, so when firms through their own mismanagement and
risk-taking are no longer viable, they ought to fail."

Meanwhile, BlackRock Inc. Chairman Laurence Fink said Obama
administration programs to help homeowners stave off foreclosure
may hinder the recovery of the mortgage market while benefiting
banks that own second loans on the properties.  According to
reporting by Sree Vidya Bhaktavatsalam and Jody Shenn at
Bloomberg, Mr. Fink said policies introduced this year to reduce
foreclosures are flawed because they don't require home-equity
loans to be wiped out before the mortgage is modified.


* Demand for Shopping-Center Space Rising, Landlords Say
--------------------------------------------------------
Lauren Coleman-Lochner at Bloomberg reports that according to
panelists at a consumer conference, demand for shopping-center
space is rising as landlords and retailers negotiate new leases
and new merchants seek space.  "It's improved fairly dramatically
since January or February," Robert Nadler, president for the
central U.S., at Kimco Realty Corp. said at a conference hosted by
RBC Capital Markets in New York today.  "We may not get the exact
same rent, but we're getting good-quality retailers."

Merchants including Ross Stores Inc. and TJX Cos., as well as
dollar stores, have stepped in to fill vacancies created by
retailers that went bankrupt or closed locations, Mr. Nadler said,
according to the report.  New chains such as Aeropostale Inc.'s PS
are also taking empty space, said Chris Weilminster, senior vice
president for leasing at Federal Realty Investment Trust in
Rockville, Maryland.

Circuit City Stores Inc., Gottschalks Inc. and Fortunoff Holdings
Inc. are among retailers that filed for bankruptcy and closed
stores as consumers cut spending.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: August 10, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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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