TCR_Public/090925.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 25, 2009, Vol. 13, No. 265

                            Headlines

1031 TAX GROUP: Court Approves Deal With Huron Consulting
750 LLC: Voluntary Ch. 11 Case Summary & Unsecured Creditor
ABITIBIBOWATER INC: To Sell Idled Texas Plant for $20.5 Million
ACTION MOTORS: Case Summary & 20 Largest Unsecured Creditors
ADVENTURE PARKS: Cypress Gardens Shuts; Talks With Bidders Ongoing

ALFRED FRAUMENI: Voluntary Chapter 11 Case Summary
ALON REFINING: S&P Raises Corporate Credit Rating to 'B+'
AMCAST INDUSTRIAL: EPA Adds Cedarburg Site to Superfund List
AMERICAN AIRLINES: Moody's Assigns 'B2' Rating on $450 Mil. Notes
AMERICAN AIRLINES: S&P Assigns 'B' Rating on $450 Mil. Notes

AMR CORP: Fitch Assigns 'C' Rating on $400 Mil. Senior Notes
ANTHONY MONTALBANO: Lists 104 Creditors in Bankruptcy Filing
ARIMAR PROPERTIES LLC: Case Summary & 12 Largest Unsec. Creditors
ASARCO LLC: Sterlite's New Offer Rejected by Judge
ASAT HOLDINGS: Scraps Cayman Scheme, to Explore Other Options

BARJINDER GILL: Case Summary & 20 Largest Unsecured Creditors
BE AEROSPACE: S&P Downgrades Corporate Credit Rating to 'BB+'
BERNARD MADOFF: Prosecutors May Use Forfeiture, Judge Rules
BERNARD MADOFF: Victims Oppose U.S.'s Picard Hiring
BONANZA OIL: Posts $1.2MM Net Loss in Six Months Ended June 30

BOPHA SAM: Case Summary & 20 Largest Unsecured Creditors
C. KNUDSEN BUILDERS: Blames Bradford Bank for Bankruptcy
CANWEST GLOBAL: Sells 50.1% Stake in Ten Network to Macquarie
CARDICA INC: Announces Going Concern Opinion per Nasdaq Rule
CELL THERAPEUTICS: Annual Shareholders' Meeting on October 20

CENGAGE LEARNING: Moody's Cuts Rating on $4.3 Bil. Loan to 'B2'
CHARLES DENNIS BRADLEY: Case Summary & 4 Largest Unsec. Creditors
CHINIQUY CENTER: Case Summary & 3 Largest Unsecured Creditors
CHRYSLER LLC: Court OKs $24MM Payout in Wrongful Death Action
CIB MARINE: Wants to Hire Godfrey & Kahn as Bankruptcy Counsel

CIRCUIT CITY: May Now Solicit Votes on Liquidating Plan
CIRCUIT CITY: Wants Marlon Mondragon Class Suit Dismissed
CITIGROUP INC: Registers 2 Securities with NYSE Arca
CITIGROUP INC: To Trim Down Branches to Six Metropolitan Areas
CLARIENT INC: Has Employment Agreement with Kenneth Bloom

COFFEYVILLE RESOURCES: S&P Affirms 'B' Corporate Credit Rating
COLONIAL BANCGROUP: Fitch Withdraws 'D' Issuer Default Rating
COMSTOCK HOMEBUILDING: Settles Litigation with Cornerstone
CONCHO BUSINESS: Voluntary Chapter 11 Case Summary
COYOTES HOCKEY: Balsillie Offers to Delay Purchase to June

DOLCE VITA RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
DOWNEY REGIONAL: Gets Schedules Filing Extension Until October 29
DS WATERS: S&P Raises Corporate Credit Rating to 'B'
EARTHFIRST CANADA: GE, Plutonic Move Closer to Buying Project
EDGE PETROLEUM: Maturity of Union Bank Loan Extended to Sept. 30

EDGE PETROLEUM: Receives Nasdaq Non-Compliance Notice
EDUCATION MANAGEMENT: S&P Puts 'B' Rating on CreditWatch Positive
ENERGY PARTNERS: To Start Trading of New Common Stock on NYSE
EXTENDED STAY: Prime Group Realty Sells Stake
F & G STORES: Case Summary & 9 Largest Unsecured Creditors

FBL FINANCIAL: A.M. Best Assigns "bb" to Senior Unsecured Debt
FINLAY ENTERPRISES: Gordon Brothers Wins Auction for Assets
FIRSTFED FINANCIAL: Extends Expiry Date, Consent Payment Deadline
FORD MOTOR: Finalizes $5.9-Bil. Loan Under DOE's ATVM Program
GAYLORD ENTERTAINMENT: Tender Offer Won't Affect Moody's Rating

GEOEYE INC: S&P Downgrades Rating on Proposed Senior Notes to 'B'
GEORGETOWN GOLF CLUB: Ch. 11 Case Dismissed; Stay Lifted
GILL FOOD MART: Case Summary & 20 Largest Unsecured Creditors
GRAY TELEVISION: Gabelli Discloses 5.92% Equity Stake
GTS 900: Ch 11 Bankruptcy Will Allow Closure of 77 Condos

HARRAH'S ENTERTAINMENT: Court Decision May Derail Thistledown Sale
HANESBRANDS INC: PBGC Has Deal to Strengthen Pension Funding
HARRAH'S OPERATING: Moody's Assigns 'Caa1' Rating on $1 Bil. Loan
HERBST GAMING: Voting Creditors Accept First Amended Plan
IDEARC INC: Reorganizes Sales Divisions From Three to Two

INN OF THE MOUNTAIN: In Talks with Debtholders on Missed Payment
INSIGHT HEALTH: Warns It May Not Refinance Floating Rate Notes
INTEGRAL VISION: Registers 20.8 Mil. Shares for Resale
IRVINE SENSORS: Optex Unit Files for Chapter 7 Bankruptcy
IVIVI TECHNOLOGIES: To Sell All Assets to Insider Group

JEFFREY LAMBERT: Voluntary Chapter 11 Case Summary
JEWETT TUCKER: Case Converted to Chapter 7 Liquidation
JL BERRIOS INVESTMENTS: Case Summary & 3 Largest Unsec. Creditors
JOHN HOLLOWAY: Case Summary & 20 Largest Unsecured Creditors
JOSEPH PERRI: Case Summary & 20 Largest Unsecured Creditors

KANSAS PUBLIC: Bankrupt Under Current Operating Assumptions
KENT SWIG: Close to Personal Bankruptcy Filing
LAKE AT LAS VEGAS: Former Owner Wants Bankruptcy Case Dismissed
LAUREATE EDUCATION: S&P Assigns 'B' Rating on $200 Mil. Loan
LEAP WIRELESS: Harbinger Cuts Equity Stake to 4.5%
LEAP WIRELESS: Registers 1-MM Shares Under 2004 Stock Option Plan

LEHMAN BROTHERS: European Units Seeking Around $150 Billion
LEHMAN BROTHERS: Barclays Refutes Charges on $8 Bil. Windfall
LEHMAN BROTHERS: Court OKs Protocol for Derivative Contract Claims
LEHMAN BROTHERS: HK Agency Reviewing 522 Non-Minibond Cases
LEHMAN BROTHERS: LCPI Proposes to Complete Deal in SCC Bankruptcy

LEHMAN BROTHERS: LCPI Proposes to Purchase Fairpoint Participation
LEHMAN BROTHERS: Proposes DiscoverReady as Contract Attys Provider
LEHMAN BROTHERS: PwC Has Recovered $30 Billion in Client Assets
LIVE CURRENT: Posts $2.3MM Net Loss in Six Months Ended June 30
LOUISIANA FILM: Files Required Documents, Discloses $2.8MM Debt

MAGNA ENTERTAINMENT: Court Decision May Derail Thistledown Sale
MECHANICAL TECHNOLOGY: Board Approves Amended 2006 Equity Plan
MICHAEL FENTON BRUTON: Case Summary & 8 Largest Unsec. Creditors
MIDLAND DIRECT: Case Summary & 14 Largest Unsecured Creditors
MYLAN INC: S&P Raises Corporate Credit Rating to 'BB'

NEGUS-SONS INC: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Avaya Sale to Be Reviewed by Canada Govt.
OPTEX SYSTEMS: Files for Chapter 7 Bankruptcy
OPUS EAST: Ch. 7 Trustee Proposes YCS&T as Co-Counsel
OPUS SOUTH: Court Grants Interim OK to DIP Loans for Water Edge

OPUS SOUTH: Court OKs to Solicit Bids for Assets
OPUS SOUTH: Plan Exclusivity Extended Until Dec. 18
OPUS WEST: Court Approves Sale for Hill Country Properties
OPUS WEST: Proposes Lakepointe Lien Claim Procedures
OPUS WEST: Proposes Pact With Wells Fargo, et al.

OPUS WEST: Proposes to Sell Hill CNTRY Galleria Interests
OSCAR ECHAGUE: Case Summary & 20 Largest Unsecured Creditors
PAETEC HOLDING: Expects to Report Up to $48MM in FY2009 Net Loss
PLAINFIELD APARTMENTS: Water Service at Viola's May be Shut Off
PONY EXPRESS LAND: Case Summary & 16 Largest Unsecured Creditors

PREGIS CORPORATION: Moody's Rates Add-On on Senior Notes at 'B2'
PREGIS CORP: S&P Assigns 'B+' Rating on EUR125 Mil. Senior Notes
PREMONT INDEPENDENT: Moody's Cuts Rating on $2.3 Mil. Debt to Ba1
PRIME GROUP REALTY: Sells Extended Stay Investment
PROGRESSIVE BAPTIST: Files for Ch 11 Bankruptcy, Averts Auction

QUALITY HOME: S&P Downgrades Corporate Credit Ratings to 'CC'
QUANTUM GROUP: July 31 Balance Sheet Upside-Down by $9.5 Million
RAPID LINK: July 31 Balance Sheet Upside-Down by $7.7 Million
READER'S DIGEST: Committee Taps Trentwith as Investment Banker
READER'S DIGEST: Committee Wants to Retain Otterbourg as Counsel

READER'S DIGEST: Proposes November 16 Claims Bar Date
READER'S DIGEST: Wants to Assume Time Sublicense Agreement
READER'S DIGEST: Wants to File Portions of Schedules Under Seal
READER'S DIGEST: S&P Assigns 'B-' Rating on DIP Loan Facility
RESERVE PRIMARY: Judge Weighs SEC Distribution Plan

RITE AID: Incurs $116MM Quarterly Loss, Lowers FY2010 Outlook
RJ GROOVER: No Excusable Neglect for Tardy Notice of Appeal
ROGER ORLAND WARREN: Case Summary & 18 Largest Unsecured Creditors
S&I INVESTMENTS: 12 Years of Rent Payments Evidenced Lease Deal
SELAH INVESTMENT: Files for Ch 11 to Keep Franchise Designation

SEMGROUP LP: Wins Approval of Fourth Amended Disclosure Statement
SHUMATE INC: Proposes Southwell & Rourke as Bankruptcy Counsel
SPARTA COMMERCIAL: July 31 Balance Sheet Upside-Down by $2.5MM
SPRINGBOARD GROUP: Moody's Assigns 'B2' Corporate Family Rating
SPRINGBOARD GROUP: S&P Assigns Corporate Credit Rating at 'B'

STANFORD FINANCIAL: Owner Seeks Reversal of Equity Sale Orders
STRIVE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
SUN-TIMES MEDIA: Authorized to Hold Tyree-Led Auction
SYNOVICS PHARMA: July 31 Balance Sheet Upside-Down by $773,000
TAYLOR BEAN: Must Ink Pact With Ocala to Keep Electricity

TENET HEALTHCARE: TCW Group Discloses 4.8% Equity Stake
TENET HEALTHCARE: To Issue 7% Mandatory Convertible Preferreds
TEXANS CUSO: Proposes Rochelle McCullough as Bankruptcy Counsel
TIB FINANCIAL: Deferring Payments to Trust Preferred Holders
TRIAD AT LAGRANGE: Case Summary & 17 Largest Unsecured Creditors

TRIBUNE CO: Can't Exit Chapter 11 Until LBO Claims Resolved
TRIBUNE CO: Wins Court Nod to Sell Chicago Cubs
US AIRWAYS: Financial Condition Won't Affect Moody's Rating
USMDS INC: Case Summary & 14 Largest Unsecured Creditors
VELOCITY EXPRESS: Files for Bankruptcy to Sell to ComVest

VULCAN ENERGY: Moody's Assigns 'Ba2' Rating on $280 Mil. Loan
WARNER CHILCOTT: $980 Mil. Sale Deal Won't Affect Moody's Ratings
WASHINGTON MUTUAL: Wants to Sell Windpower Assets to Goldman

* CBS Broadcasting Denies Possible Bankruptcy
* Airline Outlook Improves While Fliers Face Fees, Packed Planes
* Luxury Hotels in U.S. Risk Default, Says Realpoint

* FDIC's Bair Seeks Alternative for Replenishing Insurance Funds
* Existing-Home Sales Ease Following Four Monthly Gains
* U.S. Newspapers Need Immediate Access to Cash, Group Says
* Nonprofits Across U.S. May Collapse, Says Norman Silber

* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers

                            *********

1031 TAX GROUP: Court Approves Deal With Huron Consulting
---------------------------------------------------------
Bankruptcy Judge Martin Glenn approved a settlement by the Chapter
11 trustee of 1031 Tax Group LLC with the Company's former
financial adviser Huron Consulting Group Inc. to subordinate
$3.68 million in legal fees and avoid possible malpractice
litigation, Erik Larson at Bloomberg News reported.

Mr. Larson relates that the settlement covers fees incurred before
trustee Gerard McHale was appointed to liquidate 1031 Tax Group.
He objected to the fees from Huron and other bankruptcy
professionals, claiming they spent lavishly on the case even as
1031 Tax Group's estimated value fell from $300 million in August
2007 to about $11 million.

The settlement, according to the Bloomberg report, prevents Huron
from collecting the fees until 1031 Tax Group's defrauded
customers are fully reimbursed $126 million stolen by 1031 Tax
Group's founder, Edward Okun, who was sentenced in August.  Huron
said it would have prevailed in any litigation over the fees.

                 Settlements and Liquidating Plan

Gerard A. McHale, the Chapter 11 trustee, has asked for court
approval of five groups of settlements with insurers, former 1031
attorneys, former owners of 1031 intermediaries and Wachovia Bank
NA, which will provide a total of $92 million in funding for 1031
Tax's Chapter 11 plan.

As reported by the TCR on Sept. 4, 2009, the Bankruptcy Court is
scheduled to convene a hearing on October 7 to consider approval
of the liquidating plan proposed by the Chapter 11 trustee of 1031
Tax Group.  Creditors entitled to vote on the Plan have until
September 25 to submit their ballots.

Funding for distributions to creditors under the Plan is primarily
derived from settlements of claims against various firms and
entities in connection with the alleged fraudulent activities and
misappropriation of funds by Edward Okun that led to the collapse
of 1031 Tax Group and its units in 2007.

Under the Plan, holders of general unsecured claims aggregating
$150 million will recover 35% of their claims.  Holders of these
claims identified as "exchangers" will recover up to 44% after
giving effect to a class action agreement.  Creditors that have
higher rank to unsecured creditors will receiver full recovery.
Holders of equity interests won't get anything.

On the effective date, a liquidating trust will be formed to
implement the settlement agreements, and to pursue causes of
action.  The projected cash balance of the Liquidation Trust as of
the effective date is $78,970,000.  This amount will be funded by
the $70,277,500 collectively payable under the settlement
agreements plus cash on hand of $5,897,000 and an anticipated tax
refund of $2,800,000.

The Plan is being co-proposed by debtor IPofA Shreveport
Industrial Park, LLC.  The Plan also provides for the
reorganization of IPofA Shreveport, which owns the Mineral
Servitude (the below-ground rights to exploit the shale gas
deposits in a property in Shreveport, LA).  The Liquidating
Trustee will be the sole member of IpofA Shreveport.  Reorganized
IPofA Shreveport's activities will relate solely to maximizing any
revenues that may be potentially generated or derived from the
Mineral Servitude.

A copy of the August 12 Plan and Disclosure Statement is available
for free at http://bankrupt.com/misc/1031_Tax_DS_Plan.pdf

                     About The 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


750 LLC: Voluntary Ch. 11 Case Summary & Unsecured Creditor
-----------------------------------------------------------
Debtor: 750 LLC
        18520 NW 67th Ave Ste 248
        Miami Lakes, FL 33015

Bankruptcy Case No.: 09-30154

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  Email: aresty@mac.com

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

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

The Debtor identified Fire Alarm Specialists with a debt claim for
$6,000 as its largest unsecured creditor. A list of the Company's
largest unsecured creditor is available for free at:

            http://bankrupt.com/misc/flsb09-30154.pdf

The petition was signed by Ameena Ali, managing member of the
Company.


ABITIBIBOWATER INC: To Sell Idled Texas Plant for $20.5 Million
---------------------------------------------------------------
Michael Bathon at Bloomberg News reports that AbitibiBowater Inc.
is seeking persmission from the Bankruptcy Court to sell a
permanently idled plant in Texas for $20.5 million.

AbitibiBowater wants to sell to CIT Partners LLC the mill in
Lufkin, Texas, which closed in December 2007.  The plant consists
of 895.5 acres of land, including 150 acres of landfill and 100
acres of ponds and marsh, court papers show.

The sale would save the AbitibiBowater about $250,000 a month, or
$3 million a year, that it spends on maintaining the facility,
Abitibi said.

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

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

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

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

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


ACTION MOTORS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Action Motors Corporation
        74 Newtown Road
        Danbury, CT 06810

Bankruptcy Case No.: 09-51891

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Email: jmn@quidproquo.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 $0,
and total debts of $1,950,836.

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/ctb09-51891.pdf

The petition was signed by Michael Bernstein, president of the
Company.


ADVENTURE PARKS: Cypress Gardens Shuts; Talks With Bidders Ongoing
------------------------------------------------------------------
Gary White & Kyle Kennedy at The Ledger report that Adventure
Parks Group LLC's Cypress Gardens, along with the Splash Island
Water Park, has closed for the third time since 2003.  Cypress
Gardens co-owners Rob Harper and Brian Philpot said in a statement
that they are "in the process of negotiating with several
potential purchasers and lessees for all or part of the property,
and do not feel it is fair to our employees, the guests, or the
public to continue operations heading into the fall with the
future of the property in flux."  Mr. Philpot said that he and his
partner are committed to finding buyers who will reopen Cypress
Gardens as a theme park, The Ledger relates, citing Rick Dantzler,
a Winter Haven lawyer and former state senator.

Based in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The Company, along with Wild Adventures and Cypress Gardens, filed
for Chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.

The U.S. Trustee for Region 21 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  Mark J.
Wolfson, Esq., at Foley & Lardner LLP and James C. Frenzel, Esq.,
at James C. Frenzel P.C. in Georgia represent the Official
Committee of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
Adventure Parks, on March 11, 2008, filed an Amended Plan
of Reorganization and Disclosure Statement.


ALFRED FRAUMENI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Alfred V. Fraumeni Jr., Inc.
        7 Glen Road
        Lynnfield, MA 01940

Bankruptcy Case No.: 09-19043

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sandab Communications Limited Partnership II       09-19044
Cape Cod Broadcasting I, LLC                       09-19045
Cape Cod Broadcasting License II, LLC              09-19046
Cape Cod Broadcasting License I, LLC               09-19047
Cape Cod Broadcasting License II, LLC              09-19048
World Classical Network LLC                        09-19049

Chapter 11 Petition Date: September 23, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Jay P. Johnson, Esq.
                  10 First Avenue, Suite 34
                  Peabody, MA 01960
                  Tel: (978) 531-5600
                  Email: jpj@jpjlaw.net

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

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

According to the schedules, the Company has assets of at least
$5,780,000, and total debts of $150,135.

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

The petition was signed by Alfred V. Fraumeni Jr., president of
the Company.


ALON REFINING: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on refining company Alon Refining Krotz Springs Inc. to
'B+' from 'B' and removed the ratings from CreditWatch, where they
were placed with positive implications on April 28, 2009.  Krotz
Springs is a wholly owned, restricted indirect subsidiary of Alon
USA Energy Inc. (B+/Stable/--).  S&P raised the issue-level rating
on the term loan to 'BB-' (one notch above the corporate ratings)
from 'B+'.  The recovery rating on this debt remains '2',
indicating expectations of substantial (70%-90%) recovery in a
payment default.  The outlook is stable.

"The upgrade reflects S&P's expectations that Alon USA Energy Inc.
and parent Alon Israel Oil Co. Ltd. will continue to provide
financial and operational support to Alon Refining Krotz Springs
Inc.," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "This thus leads us to equate S&P's ratings on Alon
Krotz Springs to that of its parent, Alon USA." During April 2009,
concurrent with Krotz Spring paying down its debt through the
monetization of its hedges and the release of its cash collateral,
Alon USA provided an additional $25 million in equity while Alon
Israel provided another $25 million in letter-of-credit support.
Total parental support to Krotz Springs currently includes
$126 million in equity.  The parents also provide in total
$91 million in LOC support for the Krotz Springs revolving credit
facility as mandated by the facility.

The ratings on Alon Krotz Springs reflect the significant
challenges the company faces as a small, single-asset petroleum
refiner and marketer participating in a competitive, volatile, and
highly capital-intensive industry.  In addition, the Krotz Springs
refinery is unable to produce ultra-low sulfur diesel and
processes lighter grades of crude oil, which limits cash flows and
liquidity in general.  The ratings also incorporate the company's
low debt leverage, market access via the Colonial Pipeline, and
originally a five-year contract with Valero Energy Corp. for its
high sulfur diesel production.

The stable outlook reflects S&P's expectations that the company
will maintain sufficient liquidity while keeping debt to EBITDA
below 4x and FFO to debt around 20% in the current industry
conditions.  S&P could revisit the ratings if S&P perceive that
the parents' support toward Krotz Spring has weakened, either due
to weak operating conditions at the parents or a catastrophic
event at Krotz Springs.  S&P could also consider a negative rating
action if poor operations leads to weak financial measures at
Krotz Springs over an extended period of time.  Given current weak
industry conditions, S&P does not anticipate any positive rating
actions in the intermediate term.


AMCAST INDUSTRIAL: EPA Adds Cedarburg Site to Superfund List
------------------------------------------------------------
U.S. Environmental Protection Agency has added the Amcast
Industrial Corp. site in Cedarburg, Wisconsin, to the Superfund
National Priorities List of hazardous waste sites.  Amcast was an
automotive aluminum die-casting facility from 1939 to 2004, when
the Company filed for bankruptcy under Chapter 11.  PCB
contamination from Amcast's operations polluted the plant
property, adjacent sewers, a pond in a nearby park, a retention
pond, some private properties near the plant and sediment in Cedar
Creek.  It may also have reached the Milwaukee River, a distance
of five creek miles away.

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for their second chapter 11 petitions on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322).  David H. Kleiman,
Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman,
P.C., represent the Debtors in their restructuring efforts.  Henry
A. Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERICAN AIRLINES: Moody's Assigns 'B2' Rating on $450 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the planned
$450 million senior secured notes due September 2012 to be issued
by American Airlines, Inc.  Moody's also affirmed all of its
existing debt ratings of AMR Corporation and of American.  The
outlook is stable.

The proceeds of the Notes are expected to fund the planned
refinancing of American's senior secured first lien credit
facility due December 2010 (B2, LGD2-26).  "The liquidity benefits
of this and other recent capital raising activities heavily
weighed in Moody's recent upgrade of AMR's speculative grade
liquidity rating to SGL-2 and change in the outlook to stable,"
said Moody's Analyst Jonathan Root.  "American is now better able
to meet its debt maturities and capital commitments in upcoming
periods," continued Root.

The Notes will be secured by perfected first priority security
interests in the 141 aircraft comprising the collateral package;
68 Boeing aircraft of three types (757-223, 767-223 and 767-323)
and 73 McDonnell Douglas MD-82's or MD-83's that American
currently operates.  None of the aircraft will be subject to
Section 1110 of the U.S. Bankruptcy Code because their delivery
dates precede October 22, 1994.  AMR will guarantee American's
obligations under the Notes indenture.  There will be no financial
covenants in the indenture; however, American will need to comply
with a collateral maintenance test performed semi-annually and the
maximum LTV will be capped at 43 percent.

Moody's will withdraw the B2 rating on the existing credit
facility of American upon its payoff and termination, which is
required to relieve the existing liens on the aircraft that will
secure the Notes.  The termination of this facility will take with
it the sole financial covenant to which American has been required
to comply.  American will still be subject to a holdback should it
not meet a minimum unrestricted cash balance requirement found in
its agreement with its primary credit card processor, and a
minimum unrestricted cash balance condition precedent to the
availability of its new aircraft sale/leaseback facility provided
by General Electric Capital Aviation Services.  The non-existence
of financial covenants further supports the liquidity profile.

The last rating action was on September 22, 2009, when Moody's
affirmed the Caa1 corporate family and probability of default
ratings of AMR, changed the outlook to stable from negative and
the speculative grade liquidity rating to SGL-2 from SGL-3.
Moody's also lowered its ratings of American's Series 2001-1
Enhanced Equipment Trust Certificates.

Assignments:

Issuer: American Airlines, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 26
     - LGD2 to B2

American Airlines, Inc., and its parent AMR Corporation are based
in Fort Worth, Texas.


AMERICAN AIRLINES: S&P Assigns 'B' Rating on $450 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '2' recovery rating to American Airlines Inc.'s
$450 million senior secured notes due 2012.  The '2' recovery
rating indicates S&P's expectation of substantial (70% to 90%)
recovery in a payment default scenario.  In addition, S&P placed
the 'B' issue-level rating on CreditWatch with negative
implications, because if S&P lower American's corporate credit
rating, S&P would also lower this rating.  The notes, which
American's parent, AMR Corp. guarantees, are secured by 141 older
B757, B767, and MD80 aircraft.  Because American acquired these
aircraft before the October 1994 revision to the U.S. Bankruptcy
Code, and the debt S&P is rating does not have a purchase money
security interest, the notes do not have the benefit of protection
under Section 1110 of the Code.  S&P therefore analyzed them as
secured debt, and assigned a recovery rating, rather than
analyzing them as equipment trust certificates.  American will use
the proceeds to prepay its secured term loan.  The aircraft that
will secure the notes, as well as certain international route
rights and takeoff and landing slots, currently secure the term
loan.

S&P's default scenario was a bankruptcy of AMR and American in
2011.

Although S&P believes it is likely that the companies would
reorganize, S&P considered it possible that American would choose
to return the collateral securing the notes to noteholders.  S&P's
recovery analysis started with the lower of two appraised current
market values for each aircraft (totaling $1.1 billion).  S&P then
modeled the effect of two years' depreciation, applied a discount
to reflect the adverse conditions in which the aircraft would be
repossessed and sold by noteholders, and also deducted estimated
costs for repossession, remarketing, and certain maintenance
requirements.  The net stressed value was $409 million, which
covered 85% of the $450 million principal amount, plus six months'
interest (an estimated $27 million).

                           Ratings List

                             AMR Corp.
                      American Airlines Inc.

            Corp. credit rating        B-/Watch Neg/--

                       New Ratings Assigned

        $450 mil. sr secd notes due 2012  B/Watch Negative
         Recovery rating                  2


AMR CORP: Fitch Assigns 'C' Rating on $400 Mil. Senior Notes
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'C' and a Recovery Rating
of 'RR6' to AMR Corp.'s $400 million senior convertible note
issue.  The notes, which are guaranteed by AMR's principal
operating subsidiary, American Airlines, Inc. (American), mature
in 2014 and carry a coupon of 6.25%.  The underwriters of the
notes have been given the option to increase the principal amount
up to $460 million to cover over-allotments, if any.  Fitch's
current Issuer Default Rating for AMR is 'CCC'.

The issuance of the convertible notes, along with an offering of
48 million shares of common equity (which could be raised to as
much as 56 million shares to cover over-allotments), will raise a
total of approximately $771 million of additional capital after
underwriting discounts and offering expenses (and excluding any
additional proceeds from over-allotments).  This represents an
important step for AMR in supplementing its unrestricted liquidity
position as the carrier continues to face very weak air travel
demand patterns and the prospects of significantly negative free
cash flow during the seasonally soft demand period through next
spring.

Third quarter revenue trends have firmed somewhat, based on the
airline's updated guidance provided on Sept. 18, 2009.  AMR
expects mainline revenue per available seat mile to decline in the
range of 14.5% - 15.5% in the third quarter, reflecting some
improvement in high-fare demand since June.  Along with the RASM
guidance, American announced that it is planning to grow mainline
capacity by about 1% in 2010, with domestic mainline capacity
planned to be flat and international capacity expected to grow
2.5%.

Capital market access, while constrained in the first half of
2009, has improved for AMR since the spring.  In addition to the
newly launched convertible note and equity offerings, the carrier
has completed (or plans to complete) other secured transactions
this month that will raise a total of approximately $3.3 billion.
Approximately $1.3 billion of this amount, consisting of a
$1 billion frequent flyer mileage sale to Citigroup, approximately
$282 million in aircraft-backed debt from General Electric Capital
Aviation Services, and $450 million in new senior secured notes
due 2012, represents immediate sources of cash.  The remaining
$1.6 billion will be in the form of sale/leaseback financing, also
from GECAS, that will be used to finance a portion of upcoming
Boeing B737-800 aircraft deliveries scheduled over the next two
years.

During the first half of 2009, the airline completed $470 million
of aircraft-backed financing through loans and sale-leaseback
transactions.  After the end of the second quarter, AMR closed a
public pass-through certificates transaction that raised
$520 million.  The certificates were collateralized by four owned
B777-200ERs and 16 B737-800s (future deliveries) with an interest
rate of 10.375%.  Following an amendment to its Boeing aircraft
purchase agreement in June, AMR now expects to take delivery of 31
Boeing B737-800 aircraft this year, 45 in 2010 and eight in 2011.
Financing for these deliveries (through 2011) has been committed.
During the third quarter, the airline also closed on a
$276 million privately-placed secured note deal.

Following the closing of all recent transactions, Fitch estimates
that AMR's total liquidity position (including about $460 million
in restricted cash) will rise to around $5 billion.  However, AMR
faces significant near-term obligations that will continue to
pressure liquidity through the remainder of the year.  As of
June 30, AMR faced debt principal and capital lease payments of
$864 million for the second half of 2009.  The carrier's capital
spending for the second half of the year totals approximately
$1 billion, with all of the aircraft commitments in this total
already financed.  In addition, AMR will face an increasing cash
pension funding burden as minimum required payments to its under-
funded defined benefit plans ramp up significantly in 2010.

In June, AMR and American reached an agreement with lenders to
waive compliance with the second-quarter 2009 adjusted EBITDAR
fixed charge coverage covenant in the airline's $433 million
secured bank credit facility due in December 2010.  Fixed charge
coverage ratio requirements for future quarters were also reduced
through 2010.  However, the carrier will maintain significant
headroom above the bank facility unrestricted liquidity covenant,
which is set at $1.25 billion.


ANTHONY MONTALBANO: Lists 104 Creditors in Bankruptcy Filing
------------------------------------------------------------
Nick Vogel at The Doing Oak Brook reports that Anthony P.
Montalbano, Sr., has filed for Chapter 11 bankruptcy protection,
listing $1,000,001 to $10,000,000 in assets against $100,000,001
to $500,000,000 in debts owed to 104 creditors.

According to The Doing Oak Brook, the highest debt among Mr.
Montalbano's creditors is $35 million, owed to RBC Builder
Finance, followed by Countrywide/Bank of America Real Estate
Managed Assets, which claims that Mr. Montalbano owes it about
$22.5 million.

The Doing Oak Brook relates that RBC filed on August 24 a
foreclosure against Mr. Montalbano in Will County, claiming that
the Debtor borrowed more than $64.5 million and still has an
unpaid balance of $34 million.  According to the report, the
foreclosure lists these defendants:

     -- Montalbano Builders Inc.,
     -- Montalbano Homes of Arizona Inc.
     -- Montalbano Builders of Arizona Inc.,
     -- APM Holdings Inc.,
     -- Interstate Bank,
     -- Kenmare and Associates Inc.,
     -- Illinois Brick Company,
     -- Nantucket Cove Homeowners Association,
     -- unknown owners and non-records claimants.

The Doing Oak Brook says that no court dates have been set.

According to court documents, Mr. Montalbano's former workers are
seeking a total of $108,000 in unpaid salary, wages, and benefits.

Anthony P. Montalbano, Sr., is an Oakbrook Terrace-based
contractor.  He filed for Chapter 11 bankruptcy protection on
August 19, 2009 (Bankr. N.D. Ill. Case No. 09-30477).  Howard L.
Adelman, Esq., at Adelman & Gettleman Ltd. assists the Debtor in
his restructuring efforts.


ARIMAR PROPERTIES LLC: Case Summary & 12 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Arimar Properties LLC
        536 Heartwood Road
        Cherry Hill, NJ 08003

Bankruptcy Case No.: 09-35104

Chapter 11 Petition Date: September 23, 2009

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

Debtor's Counsel: Nicholas S. Herron, Esq.
                  Seymour Wasserstrum
                  205 Landis Avenue
                  Vineland, NJ 08360
                  Tel: (856) 696-8300
                  Email: mylawyer7@aol.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
12 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/njb09-35104.pdf

The petition was signed by Aristo Albert Martin, member of the
Company.


ASARCO LLC: Sterlite's New Offer Rejected by Judge
--------------------------------------------------
Bankruptcy Judge Richard Schmidt stuck with his original decision
that ASARCO LLC should emerge from bankruptcy with Grupo Mexico
LLC's proposed Chapter 11 plan and bid to regain control of its
unit.

On August 31, Judge Schmidt issued a decision that Grupo's Mexico
offer was superior to Asarco LLC's plan, which was built around a
sale of the business to Sterlite Industries (India) Ltd., a unit
of India's Vedanta Resources Plc.

But after Judge Schmidt entered an decision recommending to
District Court Judge Andrew S. Hanen to recommend Grupo's plan,
Sterlite beefed up its offer for the business and stated that it
would release Grupo from a $8 billion liability in connection with
the $9.13 billion judgement against Grupo in connection with the
suit that it forced its unit to sell shares in Southern Peru
Copper Company, now known as Southern Copper Corporation.

In a September 24 ruling, Judge Schmidt, however, rejected
Sterlite's request that its bid, made after he made his Aug. 31
decision, should be considered by the federal judge who will
decide which company gets Asarco.  Letting Sterlite revise its bid
would be "fundamentally unfair," he said.

Judge Schmidt also said that Grupo's failure to reach an agreement
with the United Steel Workers does not render its plan unfeasible.
He said that the risk of a union strike is overstated.

Grupo Mexico and Sterlite have filed full-payment plans, each
promising to return full principal and interest to the creditors.
ASARCO LLC's plan sells the assets to Sterlite for $1.44 billion
in cash plus $722 million to monetize the SCC Litigation Trust.
In its plan, Grupo Mexico will contribute to the Debtor $2.2
billion cash.

A copy of Judge Schmidt's latest recommendation to the District
Court is available for free at:

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

District Judge Hanen is expected to rule on the Plan in November
2009.  The Debtors are expected to emerge from bankruptcy by the
end of 2009 should Judge Hanen accept the Bankruptcy Court's
recommendation, Grupo Mexico SAB said.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASAT HOLDINGS: Scraps Cayman Scheme, to Explore Other Options
-------------------------------------------------------------
The Board of Directors of ASAT Holdings Limited has commenced a
formal process to seek strategic alternatives, which could include
the sale of the company or one of more of its subsidiaries.

Interested stakeholders in ASAT Holdings have agreed that this
course of action accelerates the process to create a financially
stronger business.

ASAT has hired Macquarie Capital to provide strategic advisory
services and explore other alternatives to maximize value for the
Company's stakeholders.

"For several months we worked in collaboration with our creditors
to develop an equitable solution that would be in the best
interest of the Company, creditors, shareholders, customers and
employees.  Recently, it became clear the best path to pursue was
to explore other strategic alternatives. The restructuring options
we were previously considering, combined with challenging industry
conditions, would have continued to put pressure on our capital
requirements.  These factors were the primary reason the Board is
seeking strategic alternatives in lieu of proceeding with the
previously announced scheme of arrangement in the Cayman Islands
that was scheduled for September 21, 2009.  We are committed to
expediting this process and are confident we can reach a favorable
outcome for stakeholders," said Eric E. Thompson, Chief
Restructuring Officer and CEO of ASAT Holdings Limited.

"ASAT has a world class manufacturing center in Dongguan, which is
one of the largest and most advanced semiconductor assembly and
test operations in mainland China," said Mr. Thompson. "This
facility offers room for considerable expansion, and will remain
an important part of our future plans."

The Company does not intend to provide updates or make any further
comment until the outcome of the process is determined or until
there are significant developments.

ASAT Holdings said August 31 it has received an Extension of
Forbearance Period under the Forbearance Agreements dated as of
March 2, 2009, with certain of the Noteholders under the 9.25%
Senior Notes due 2011 issued by New ASAT (Finance) Limited and the
lenders under the Purchase Money Loan Facility.  The extended
duration of the Forbearance Agreements is for an additional period
of 30 consecutive days, commencing at 7:01 pm (New York City time)
on August 30, 2009, and expiring at 7:00 pm (New York City time)
on September 29, 2009.  The same terms and conditions of the
original Forbearance Period will stay in effect for the Additional
Forbearance Period.

Under the terms of the Forbearance Agreements, the Noteholders and
PMLA Lenders agree to forbear from exercising their rights and
remedies against the Company with respect to certain designated
defaults until after September 29, 2009, subject to certain early
termination events.

On July 1, 2009, ASAT reached an agreement in principle with a
majority of its creditors on the terms of a consensual financial
restructuring of the obligations of New ASAT (Finance) Limited
under the Notes and the Company under the PMLA.  The restructuring
of the Notes was to be implemented through a creditor scheme of
arrangement in the Cayman Islands courts.

                    About ASAT Holdings Limited

ASAT Holdings Limited (OTC Bulletin Board: ASTTY) --
http://www.asat.com/-- is a global provider of semiconductor
package design, assembly and test services. With 20 years of
experience, the Company offers a definitive selection of
semiconductor packages and world-class manufacturing lines. ASAT's
advanced package portfolio includes standard and high thermal
performance ball grid arrays, leadless plastic chip carriers, thin
array plastic packages, system-in-package and flip chip. ASAT was
the first company to develop moisture sensitive level one
capability on standard leaded products.  The Company has
operations in the United States, Asia and Europe.


BARJINDER GILL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Barjinder S. Gill
               Gurmeet Gill
               2295 Autumn Ridge Blvd.
               Lafayette, CO 80026

Bankruptcy Case No.: 09-29918

Chapter 11 Petition Date: September 23, 2009

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

Debtors' Counsel: John G. Nelson, Esq.
                  600 17th St., Suite 2800 South
                  Denver, CO 80202
                  Tel: (720) 359-1615
                  Fax: (303)b 260-6401
                  Email: nelsonlawoffice@aol.com

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

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

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

            http://bankrupt.com/misc/cob09-29918.pdf

The petition was signed by the Joint Debtors.


BE AEROSPACE: S&P Downgrades Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating to 'BB+' from 'BBB-' on Wellington, Florida-based BE
Aerospace Inc. S&P also lowered the issue-level rating on the
company's senior unsecured notes to 'BB' from 'BB+' and assigned a
recovery rating of '5', indicating expectations of modest (10%-
30%) recovery in a payment default scenario.  At the same time,
S&P affirmed its 'BBB-' issue-level rating on the company's senior
secured credit facility and assigned a recovery rating of '2',
indicating expectations of substantial (70%-90%) recovery in a
payment default scenario.  S&P removed all ratings from
CreditWatch, where S&P had placed them with negative implications
on June 26, 2009.  The outlook is stable.  The company has about
$1.1 billion of debt.

"The downgrade reflects difficult conditions for commercial
aviation suppliers due to the widespread global recession,
resulting in materially lower air traffic, airline capacity cuts,
weak orders for new aircraft, and uncertain airplane delivery
prospects, which have adversely affected BE Aerospace's sales and
earnings," said Standard & Poor's credit analyst Betsy R.  Snyder.
"As a result, the company's key credit protection measures have
fallen below levels appropriate for the previous (investment-
grade) rating, and S&P believes they are unlikely to rebound
significantly in the near term," she continued.

The ratings on BE Aerospace reflect the risks associated with the
cyclical global airline industry, the company's primary customer
base, which is currently in a downturn, the relatively small size
of the markets the company serves, and higher financial risk
following the 2008 acquisition of Honeywell International Inc.'s
Consumables Solutions Distribution business.

Higher debt levels following the HCS transaction, coupled with
reduced earnings, have reduced credit protection measures.
Standard & Poor's could raise the ratings if earnings and cash
flow generation allow for material debt reduction, raising funds
from operations to total debt to above 35% and decreasing debt to
EBITDA to below 2.5x.  Although less likely, S&P could lower the
ratings if market conditions deteriorate further, and FFO to total
debt falls below 20% and debt to EBITDA rises above 3.5x on a
sustained basis.


BERNARD MADOFF: Prosecutors May Use Forfeiture, Judge Rules
-----------------------------------------------------------
David Glovin at Bloomberg News reports that the judge overseeing a
criminal case against Bernard Madoff said prosecutors may employ
forfeiture law as a way to repay investors who lost billions of
dollars in a massive Ponzi scheme.

As reported by the TCR on Sept. 24, 2009, prosecutors from the
U.S. Attorney's office in Manhattan have asked the U.S. District
Court for the Southern District of New York to find that Bernard
Madoff's case due to the large number of potential victims and the
complexity of determining their losses.  The prosecutors, instead,
want to start the process of distributing the proceeds from the
sale of confiscated assets to victims through the forfeiture
process.  Prosecutors said that they are considering retaining
Mr. Picard to assist the Department of Justice in administering
the distribution of forfeited funds.

Mr. Picard has identified 2,336 account holders at BLMIS who
suffered net losses of more than $13 billion.  Mr. Picard has
received 15,870 claims in total from victims of the fraud.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD MADOFF: Victims Oppose U.S.'s Picard Hiring
---------------------------------------------------
According to Bloomberg News's David Glovin, a group of victims of
Bernard Madoff's multibillion-dollar Ponzi scheme conveyed
objections to the U.S. prosecutors' plan to hire Irving Picard,
the trustee for the liquidation of Bernard Madoff Investment
Securities LLC, to help repay investors.  The Group told District
Judge Denny Chin that Mr. Picard shouldn't be retained by the
government because in his capacity as trustee for Madoff
Securities he hasn't protected the rights of Madoff investors.
The group of investors is represented by Helen Chaitman.

As reported by the TCR on Sept. 24, 2009, prosecutors from the
U.S. Attorney's office in Manhattan have asked the U.S. District
Court for the Southern District of New York to find that Bernard
Madoff's case due to the large number of potential victims and the
complexity of determining their losses.  The prosecutors, instead,
want to start the process of distributing the proceeds from the
sale of confiscated assets to victims through the forfeiture
process.  Prosecutors said that they are considering retaining
Mr. Picard to assist the Department of Justice in administering
the distribution of forfeited funds.

Mr. Picard has identified 2,336 account holders at BLMIS who
suffered net losses of more than $13 billion.  Mr. Picard has
received 15,870 claims in total from victims of the fraud.

Mr. Picard has clashed with investors in some instances in the
SIPA proceedings for BLMIS.

Various investors have asserted that claims should be valued based
on the November 30, 2008 account statement provided by BLMIS.
Mr. Picard disputes this, noting that the statement was based on
fictitious profits.   Mr. Picard contends that customer's claim
will be the amount deposited less amounts received, given that the
Madoff firm was a Ponzi scheme in which securities were never
purchased with customers' funds.  Mr. Picard had also said that he
will pursue avoidance actions for those customers who withdrew
money more than they invested.

When Mr. Picard's firm, Baker & Hostetler LLP, sought payment of
$14 million in fees for its first four months of work, a group of
victims filed an objection, citing that the fees were "excessive."
The Court, nevertheless, approved the fees.

                      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.


BONANZA OIL: Posts $1.2MM Net Loss in Six Months Ended June 30
--------------------------------------------------------------
Bonanza Oil & Gas, Inc., posted a net loss of $682,096 for three
months ended June 30, 2009, compared with a net loss of $898,733
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1,274,504 compared with a net loss $1,177,920 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $9,029,570, total liabilities of $4,910,964 and a stockholders'
equity of $4,118,606.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred significant losses and had negative cash flow from
operations since inception, and has an accumulated deficit of
$8,337,156 at June 30, 2009.  The Company's ability to continue as
a going concern is dependent upon achieving a profitable level of
operations and obtaining additional financing.

The Company added that in the event it is unable to continue as a
going concern, it may elect or be required to seek protection from
its creditors by filing a voluntary petition in bankruptcy or may
be subject to an involuntary petition in bankruptcy.  To date,
management has not considered this alternative, nor does
management view it as a likely occurrence.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?456f

Bonanza Oil & Gas, Inc., is an independent energy company engaged
primarily in the acquisition, development, production and the sale
of crude oil, natural gas and natural gas liquids.  The Company's
production activities are located in the United States of America.
The principal executive offices of the Company are located in
Houston, Texas.


BOPHA SAM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bopha Sam
        1963 Petaluma Hill Road
        Santa Rosa, CA 95404

Bankruptcy Case No.: 09-13083

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E., St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

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/canb09-13083.pdf

The petition was signed by Bopha Sam.


C. KNUDSEN BUILDERS: Blames Bradford Bank for Bankruptcy
--------------------------------------------------------
Daniel J. Sernovitz at Baltimore Business Journal reports that C.
Knudsen Builders LLC is blaming Bradford Bank for its collapse,
suing the bank for $55 million.

Court documents say that owner Christian S. Knudsen claims that
Bradford Bank looked for reasons to find his company in default of
a $2 million loan that he secured to finance his projects.  The
Business Journal disclosed the loan default on
August 22, 2008.  Business Journal says that the disclosure caused
a ripple effect that prompted these actions by other companies
that forced the Company into bankruptcy:

     -- halt in doing business with C. Knudsen,
     -- rescinding of its lines of credit, and
     -- demanding of payment for what they were owed.

Federal regulators closed Bradford Bank on August 28 and placed it
in the hands of the Federal Deposit Insurance Corp. to act as its
receiver and handle claims against it.

C. Knudsen Builders LLC is a home builder in Ellicott City.  The
Company file for Chapter 7 bankruptcy in February 2009.


CANWEST GLOBAL: Sells 50.1% Stake in Ten Network to Macquarie
-------------------------------------------------------------
Lyndal McFarland at Dow Jones Newswires reports that CanWest
Global Communications Corp. said that it has sold its 50.1% stake
in Ten Network Holdings Ltd. to Macquarie Capital Advisers for
$594 million, ending months of speculation that the Company would
dump its stake in Ten Network.

CanWest Global said in a statement the sale will help it pay down
debt.

According to Dow Jones, CanWest Global has faced significant debt
problems and has been locked in tough negotiations with bond
holders for months.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 after the Company failed to pay $10 million due under its
senior secured credit facility on May 29, 2009, the end of the
company's fiscal quarter.  This suggests that CLP has chosen to
force the issue with its bank lenders, and is also likely an
indication that ongoing negotiations with the bank lenders were
not going well, according to Moody's.  Since the payment includes
a principal component and there is no cure period, the bank credit
facility is now in default.  The lenders have not accelerated
repayment.

The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'.  S&P also lowered the rating on the
Company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.


CARDICA INC: Announces Going Concern Opinion per Nasdaq Rule
------------------------------------------------------------
Cardica, Inc., said Sept. 24 that, as required by Nasdaq
Marketplace Rule 5250(b)(2), its previously filed consolidated
financial statements for the fiscal year ended June 30, 2009,
included in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on September 18, 2009,
contained a going concern qualification from its independent
registered public accounting firm.  Nasdaq Marketplace Rule
5250(b)(2) requires separate public disclosure of a previously
issued audit opinion that contains a going concern qualification.
This announcement does not represent any change or amendment to
the Company's fiscal year 2009 financial statements or to its
Annual Report on Form 10-K.

According to its annual report, Cardica posted a net loss of
$17,205,000 for fiscal Year Ended June 30, 2009, compared with a
net loss of $18,196,000 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $10,340,000, total liabilities of $4,078,000 and a
stockholders' equity of $6,262,000.

Ernst & Young LLP, in Palo Alto, California, expressed substantial
doubt about Cardica's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal years
ended June 30, 2009, and 2008.  The auditor noted Cardica's
recurring losses from operations.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?454b

                        About Cardica Inc.

Cardica (Nasdaq: CRDC) provides automated anastomosis systems for
coronary artery bypass graft (CABG) surgery. By replacing hand-
sewn sutures with easy-to-use automated systems, Cardica's
products provide cardiovascular surgeons with rapid, reliable and
consistently reproducible anastomoses, or connections of blood
vessels, often considered the most critical aspect of the CABG
procedure. Cardica's C-Port(R) Distal Anastomosis Systems are
marketed in the United States and Europe and its PAS-Port(R)
Proximal Anastomosis System is marketed in the United States,
Europe and Japan. In addition, the Company has developed the
Cardica Microcutter, a true multi-fire endoscopic stapling device
designed to be used in a variety of settings including bariatric,
thoracic and general surgery.


CELL THERAPEUTICS: Annual Shareholders' Meeting on October 20
-------------------------------------------------------------
The Annual Meeting of Shareholders of Cell Therapeutics, Inc.,
will be held at 10:00 a.m. Pacific Daylight Time (PDT) on Tuesday,
October 20, 2009, at 501 Elliott Avenue West, Suite 400, Seattle,
Washington.

The purposes of the Annual Meeting are:

     (1) To elect three Class III directors to the Company's Board
         of Directors, each to serve until the 2012 Annual
         Meeting;

     (2) To approve an amendment to the Company's 2007 Equity
         Incentive Plan to increase the number of shares available
         for issuance under the plan by 45,000,000 shares;

     (3) To approve an amendment to the Company's 2007 Employee
         Stock Purchase Plan to increase the number of shares
         available for issuance under the plan by 500,000 shares;

     (4) To ratify the selection of Stonefield Josephson, Inc. as
         the Company's independent auditors for the year ending
         December 31, 2009;

     (5) To approve the issuance of shares of common stock as
         consideration under the Second Amendment to Acquisition
         Agreement, which amends the Acquisition Agreement with
         Systems Medicine, Inc., dated as of July 24, 2007, as
         amended by that certain First Amendment to Acquisition
         Agreement dated as of January 6, 2009, and the
         Cancellation Agreement dated as of January 23, 2009; and

     (6) To transact such other business as may properly come
         before the meeting and all adjournments and postponements
         thereof.

All shareholders are invited to attend the meeting.  Shareholders
of record at the close of business on September 14, 2009, the
record date fixed by the Board, are entitled to vote at the
meeting and all adjournments and postponements thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4575

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
roughly $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.

As of June 30, 2009, the Company had $43.2 million in total
assets; and $98.7 million in total liabilities; resulting in
$57.6 million in shareholders' deficit.  The Company had
$1.35 billion in accumulated deficit as of June 30, 2009.


CENGAGE LEARNING: Moody's Cuts Rating on $4.3 Bil. Loan to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of Cengage
Learning Acquisitions, Inc.'s $4.3 billion senior secured bank
credit facility to B2 from B1.  The downgrade reflects the reduced
loss absorption cushion beneath the bonds driven by open market
repurchases of Cengage Learning's 13.25% senior subordinated notes
and the 13.75% senior unsecured PIK notes issued by Cengage
Learning Holdco, Inc.  LGD assessments were also updated to
reflect the current debt mix.  The company's B3 Corporate Family
Rating, B3 Probability of Default Rating and SGL-3 Speculative
Grade Liquidity rating are not affected by these actions and the
rating outlook is stable.

Moody's has taken these rating actions:

Downgrades:

Issuer: Cengage Learning Acquisitions, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to B2, LGD3-
     34% from B1, LGD3-32%

LGD Assessment Updates:

  -- Senior Unsecured Notes, Changed to LGD5- 84% from LGD5- 81%
     (no change to Caa2 rating)

  -- Senior Subordinated Notes, Changed to LGD6-94% from LGD6-92%
     (no change to Caa2 rating)

Assignments:

Issuer: Cengage Learning Acquisitions, Inc.

  -- Corporate Family Rating, Assigned B3

  -- Probability of Default Rating, Assigned B3

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Withdrawals:

Issuer: Cengage Learning Holdco, Inc.

  -- Corporate Family Rating, Withdrawn, previously rated B3

  -- Probability of Default Rating, Withdrawn, previously rated B3

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-3

In addition, Moody's is reassigning the company's CFR, PDR and
Speculative Grade Liquidity rating to Cengage Learning from CL
Holdco as Moody's no longer rates CL Holdco's debt.  Moody's
nevertheless continues to factor the debt at CL Holdco into
Cengage Learning's CFR.

The B3 CFR reflects Cengage Learning's relatively stable revenue
and good cash flow generated from a strong market position and
broad product offerings in higher education publishing,
constrained by the continued very high leverage (debt-to-EBITDA is
about 9.5x LTM 6/30/09 incorporating Moody's standard adjustments
and cash pre-publication costs as an expense) following the July
2007 leveraged buy-out from The Thomson Corporation.

The stable rating outlook reflects Moody's expectation that the
company will continue to generate modest free cash flow, sustain
debt-to-EBITDA leverage in the low 9.0x range in fiscal 2010, and
maintain a comfortable cushion under its credit facility
covenants.  Moody's believes this leads to low near-term default
risk and some flexibility for Cengage to execute its operating
plans and absorb weakness in its more pro-cyclical lines of
business (library reference, K-12 school).

The last rating action was on March 5, 2009, when Moody's lowered
Cengage Learning's 10.5% senior notes to Caa2 from Caa1.

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

Cengage Learning, headquartered in Stamford, Connecticut is a
provider of learning products to colleges, universities,
professors, students, libraries, reference centers, government
agencies, corporations and professionals.  Cengage Learning
publishes college textbooks and reference materials, and
supplements its print publications with software tools and
training/assessment applications that support students and
professionals in all phases of their careers.  Annual revenue
approximates $2.0 billion.


CHARLES DENNIS BRADLEY: Case Summary & 4 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Charles Dennis Bradley, Sr.
               Irene Minetee Bradley
               1415 Willowbrooke Circle
               Franklin, TN 37069

Bankruptcy Case No.: 09-10873

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.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
$1,938,468, and total debts of $1,735,602.

A full-text copy of the Debtors' petition, including a list of
their 4 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb09-10873.pdf

The petition was signed by the Joint Debtors.


CHINIQUY CENTER: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chiniquy Center, L.L.C.
        555 South Bluff Street, Suite 300
        Saint George, UT 84770

Bankruptcy Case No.: 09-30275

Chapter 11 Petition Date: September 23, 2009

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

Judge: William T. Thurman

Debtor's Counsel: Michele P. Chambers, Esq.
                  Rob Graham & Associates
                  1091 N. Bluff Street, Suite 306
                  St. George, UT 84770
                  Tel: (435) 986-8200
                  Fax: (435) 986-9720
                  Email: mchambers@lawyerswest.net

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/utb09-30275.pdf

The petition was signed by Chad Chiniquy, manager of the Company.


CHRYSLER LLC: Court OKs $24MM Payout in Wrongful Death Action
-------------------------------------------------------------
Charles D. Naylor of the Law Offices of Charles D. Naylor and
Robert J. Nelson of Lieff Cabraser Heimann & Bernstein, LLP,
announced Sept. 24 that the U.S. Bankruptcy Court approved the
payment of $24 million for the wrongful death of longshoreman
Richard Mraz.  The settlement is believed to be one of the largest
ever for the wrongful death of a longshore worker, as well as one
of the largest settlements ever of an individual wrongful death
action involving an auto manufacturer.

"Richard was a loving husband and father who was just 38 years old
when he died," stated Adriana Mraz, wife of Richard Mraz.  "When I
found out many people have been injured by the same defect, and
some even killed, I was determined to hold Chrysler accountable
and send a strong message to all automakers that they must put
safety first."

Naylor and Nelson, along with Scott P. Nealey of Lieff Cabraser,
served as co-counsel in the action.  They demanded that Chrysler
post an appeal bond which guaranteed the automaker's ability to
pay the $55.4 million verdict awarded by a Los Angeles jury in
2007.

"The appeal bond was a key factor," said Naylor, a 34-year
maritime litigator.  "Had we agreed to Chrysler's request to waive
an appeal bond two years ago, the unexpected bankruptcy filing
this year would have left the Mraz family without a dime for the
tragic and preventable death of its breadwinner, husband and
father."

"We're gratified that the Bankruptcy Court has approved the
settlement, and the action has been resolved," stated Nelson, who
served as lead trial and appellate counsel.  "We hope that the new
Chrysler Corporation will never put short-term profits ahead of
the safety of its customers."

Chrysler Corporation (formerly DaimlerChrysler) appealed the jury
verdict to the California Court of Appeals.  In April 2009 the
automaker filed for bankruptcy, staying the appeal before a
hearing could take place.  The automaker's bankruptcy put the Mraz
family's compensation at risk in the event of a reversal or remand
on appeal; additionally, it exposed the appeal bond in the event
the verdict was upheld.

This summer, the U.S. Bankruptcy Court lifted the stay and allowed
direct negotiations to occur with appeal bond issuer, Safeco
Insurance Company.  At the center of the settlement negotiations
was the issue of how compensation to the Mraz family would impact
Chrysler's creditors due to the structure of the appeal bond.
Safeco posted an $81 million bond to guarantee payment of the
judgment and post-judgment interest.

"Ultimately, the $24 million settlement offered a substantial
return to Chrysler's creditors while providing fair compensation
to the Mraz family, our ultimate goal," said Naylor.

The settlement was approved by Judge Arthur J. Gonzalez of the
U.S. Bankruptcy Court, Southern District of New York, who is
presiding over the Chrysler bankruptcy filing.

In 2007 a Los Angeles Superior Court jury awarded $55.4 million,
including $50 million in punitive damages, to the family of 38-
year-old Mraz, who died after being hit and run over by a Dodge
Dakota while working in the Port of Los Angeles in 2004.
Attorneys for Mraz - Naylor, Nelson and Nealey - successfully
argued that a "park-to-reverse" defect in the truck's automatic
transmission caused Mraz's death. The jury found that the
automaker acted with malice by failing to warn consumers of the
defect it had known about for years and by conducting a "phony"
recall that did not adequately fix the vehicle. Mraz left behind
his wife and three children.

                       About Lieff Cabraser

With three offices nationwide and on the web at
http://www.lieffcabraser.com/,Lieff Cabraser is one of the
largest law firms in America dedicated solely to advancing the
rights of plaintiffs. For the last six years, The National Law
Journal has selected Lieff Cabraser as one of the top plaintiffs'
law firms in the United States.

Vehicle owners who wish to learn more about the park-to-reverse
defect, and report their experience, should visit
http://www.usautoinjurylaw.com/cases/defects/transmission/false-
park.htm
For their work in the case, Robert J. Nelson and Scott P. Nealey
won California Lawyer Attorney of the Year (CLAY) awards by
California Lawyer Magazine.

            About Law Offices of Charles D. Naylor

Since 1975, the Law Offices of Charles D. Naylor has been
compassionately and aggressively representing injured workers from
the maritime trades including seamen, longshore and marine
construction workers, and cruise ship passengers and crew. With
more than 100 years combined experience, our attorneys specialize
in Maritime Personal Injury, Jones Act, Longshore & Harbor Workers
Compensation Act and Cruise Ship Injury.

Charles D. Naylor received California Lawyer magazine's
prestigious CLAY Award in 2008, has an AV rating from Martindale-
Hubbell and has been recognized by Southern California Super
Lawyers as one of the "top attorneys in Southern California"
(2007- 2009).  For more information, http://visit
www.naylorlaw.com/

                      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)


CIB MARINE: Wants to Hire Godfrey & Kahn as Bankruptcy Counsel
--------------------------------------------------------------
CIB Marine Bancshares, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Wisconsin for authority to employ Godfrey
& Kahn, S.C. as counsel.

G&K will, among other things:

   -- advise the Debtor of its rights, powers and duties as
      debtor-in-possession and the continued management and
      operation of its business and property;

   -- advise the Debtor concerning, and assisting in the
      negotiations and documentation of financing agreements, debt
      restructurings, securities disclosures, and related
      transactions; and

   -- review the nature and validity of liens asserted against the
      property of the Debtor and advise the Debtor concerning the
      enforceability of the liens.

Timothy F. Nixon, a shareholder in the law firm of G&K, tells the
Court that the hourly rates of G&K's personnel are:

     Shareholders                    $315 - $495
     Associates/Special Counsel      $180 - $400
     Paralegals                      $140 - $190

The personnel with primary responsibility in the case and their
hourly rates are:

     Timothy F. Nixon                      $420
     David G. Peterson, shareholder        $395
     Katherine Stadler, shareholder        $395
     Andrew J. Guzikowski, shareholder     $420
     James A. Sheriff, shareholder         $485
     Daniel B. Geraghty, special counsel   $390
     Carla O. Andres, special counsel      $325
     Patricia L. Wheeler, associate        $245
     Patrick S. Murphy, associate          $315
     Jennifer B. Herzog, associate         $245
     Gale Raiche, paralegal                $155
     Maribeth Roufus, paralegal            $145

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

Mr. Nixon can be reached at:

     Godfrey & Kahn, S.C.
     P.O. Box 13067
     Green Bay, WI 54307-3067
     Tel: (920) 432-9300
     Fax: (920) 436-7988

                    About CIB Marine Bancshares

Pewaukee, Wisconsin-based CIB Marine Bancshares, Inc., fdba
Central Illinois Bancorp, Inc., operates a multi-bank holding
company.  The Company filed for Chapter 11 on Sept. 15, 2009
(Bankr. E.D. Wis. Case No. 09-33318).  Timothy F. Nixon, Esq., at
Godfrey & Kahn, S.C., represents the Debtor in its restructuring
effort.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  As of Aug. 31,
2009, the Debtor has total assets of $104,800,110 and total debts
of $107,214,495.


CIRCUIT CITY: May Now Solicit Votes on Liquidating Plan
-------------------------------------------------------
U.S. Bankruptcy Judge Kevin Huennekens in Richmond, Virginia, has
ruled the disclosure statement explaining Circuit City Stores
Inc.'s amended liquidating plan provides adequate information for
creditors to make an informed decision.  A confirmation hearing is
set for Nov. 23.

Circuit City, prior to the Sept. 22 hearing, submitted a revised
disclosure statement to address objections filed by various
parties.  Those objections include a contention by Longacre
Opportunity Fund, L.P., which bought a $4,156,411 administrative
claim filed by Cisco-Linksys, LLC, that the Plan is not confirmabl
because it provides for distributions to administrative claimants
on a nebulous schedule occurring sometime after the liquidating
trust is funded.  The revised plan provided that the
administrative claims will be paid on the Plan effective date.

A copy of the Revised Disclosure Statement is available for free
at http://bankrupt.com/misc/CircuitCity_Revised_DS.pdf

                         The Proposed Plan

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.


CIRCUIT CITY: Wants Marlon Mondragon Class Suit Dismissed
---------------------------------------------------------
Circuit City Stores, Inc., ask the Court to dismiss Marlon
Mondragon's purported class action complaint filed on March 17,
2009, or, in the alternate, ordering Mr. Mondragon to plead a
more definitive statement.

Mr. Mondragon was an employee of Circuit City at its retail store
located in Palisades Mall, in West Nyack, New York.  On
November 2, 2008, Circuit City announced its intention to close
154 retail stores, including the Nyack Store.  As a consequence,
on or shortly after November 2, Mr. Mondragon was advised that his
employment by Circuit City was or would be terminated.  Circuit
City commenced a store-closing sale at the Nyack Store, as well
as store-closing sales at 153 other retail store locations on
November 5, 2008, Douglas M. Foley, Esq., at McGuireWoods LLP, in
Richmond, Virginia, related.

After the hearing held on November 10, 2008, the Court allowed,
on an interim basis, the Debtors to make payment in an estimated
amount of $8,000,000 to $10,000,000 to employees that were
entitled to receive advance notice of termination under the
Workers Adjustment and Notification Act even though the Debtors
maintained that these payments were arguably not entitled to
administrative expense status.  The Court approved the Debtors'
request for a final order authorizing the continuation of the
WARN Payments after the hearing held on December 6, 2008.

According to Mr. Foley, the Mondragon Complaint should be
dismissed because:

  (a) Even assuming, arguendo, that Mr. Mondragon adequately
      alleged a claim for relief for "back pay" and benefits
      under the WARN Act, the only conclusion that the Court may
      properly reach is that the Warn Act Claim is a prepetition
      claim against Circuit City.  Mr. Mondragon had a "claim"
      as of November 2, 2008.

      Consequently, the Mondragon Complaint should be dismissed
      and Mr. Mondragon's WARN Act Claim addressed in the claims
      administration process contemplated by Sections 501 and
      502 of the Bankruptcy Code, and Rules 3001 and 3007 of the
      Federal Rules of Bankruptcy Procedure.

  (b) To state a claim for relief under the WARN Act, Mr.
      Mondragon must allege sufficient facts, upon which the
      Court could conclude that his employment loss was a result
      of a covered plant closing or a mass layoff "at a single
      site."  This, Mr. Mondragon has not, and cannot do.  Mr.
      Mondragon's allegations fail because he does not, and
      cannot, allege that "the Stores and Related Facilities"
      are a single site for purposes of the WARN Act.

If the Motion to Dismiss is denied, the Court should require Mr.
Mondragon to plead a more definitive statement, Mr. Foley said.
According to Mr. Foley, there is a need for a more definitive
statement because:

  (a) The Mondragon Complaint is ambiguous because it is
      internally inconsistent.  It is impossible for Circuit
      City to determine whether Mr. Mondragon is seeking an
      unsecured priority claim under Section 507(a)(4) of the
      Bankruptcy Code or an administrative expense under Section
      503(b)(1)(A) of the Bankruptcy Code.

  (b) The Mondragon Complaint is riddled with vague and
      conclusory statements, not well-pled facts.  Among other
      things, the Mondragon Complaint is devoid any facts that,
      taken as true, would establish that the Stores and Related
      Facilities constitute a "single site" for purposes of the
      WARN Act.

              Mondragon Opposes Motion to Dismiss

On behalf of Mr. Mondragon, Gary E. Mason, Esq., at The Mason Law
Firm, L.L.P., in Washington, DC, maintained that Circuit City
failed to provide notice or compensation, as required by the WARN
Act, when it implemented mass layoffs and store closings.
Circuit City terminated Mr. Mondragon and the members of the
putative class after it filed its bankruptcy petition on November
10, 2008, and failed to give either adequate notice of
termination or adequate remuneration in lieu thereof, he said.

Mr. Mason argued that:

  (a) Mr. Mondragon's claim is not a prepetition claim since the
      claim did not vest until after Circuit City terminated Mr.
      Mondragon without a WARN-compliant 60-day notice after the
      petition was filed.

  (b) Even if Mr. Mondragon's claim was a prepetition claim, it
      should nonetheless be litigated in the adversary
      proceeding because Mr. Mondragon and the putative class'
      WARN Act claims will be expedited and handled more
      efficiently in a class adversary proceeding where the
      claims can be handled collectively rather than in a
      piecemeal fashion.

  (c) Mr. Mondragon has properly pled a WARN Act claim because,
      under Rule 8 of the Federal Rules of Civil Procedure, a
      pleading must only contain a short and plain statement of
      the claim showing that the pleader is entitled to relief,
      not "detailed factual allegations."  Mr. Mondragon has
      more than met this liberal pleading standard.

                         Debtors' Reply

The dispute between Mr. Mondragon and the Debtors requires the
Court to resolve the bankruptcy law question of when Mr.
Mondragon's purported "claim" under the WARN Act first arose, the
Debtors' counsel, Mr. Foley noted.

The facts alleged by Mr. Mondragon demonstrate that under
controlling Fourth Circuit precedent, Mr. Mondragon held, at
most, a contingent claim under the WARN Act as of the Petition
Date.  Consequently, Mr. Mondragon's alleged WARN Act Claim, if
any, is a prepetition unsecured claim, Mr. Foley asserted.

In his opposition, Mr. Mondragon argued that even if the WARN Act
Claim is a prepetition claim, the adversary proceeding should
proceed.  Mr. Foley asserted that the argument should be rejected
on substantive and procedural grounds:

  (a) Although some courts have allowed prepetition WARN Act
      claims to proceed by way of adversary proceedings, there
      is no controlling precedent in this Circuit and the
      better-reasoned cases hold otherwise.  Mr. Mondragon
      filed a proof of claim asserting his individual claim for
      payments he is allegedly owed under the WARN Act and
      submitted himself to the claims administration process.
      Permitting him to proceed on the adversary proceeding is
      unnecessary, potentially duplicative, and a waste of
      judicial and estate assets.

  (b) Permitting Mr. Mondragon to proceed in the adversary
      proceeding on the purported class claim is procedurally
      improper and potentially prejudicial to the Debtors'
      estates and other creditors.  Mr. Mondragon did not file a
      class proof of claim at all.  Moreover, he did not move to
      file a class proof of claim, much less obtain an order
      from the Court authorizing a filing before the January 30,
      2009 bar date.

Mr. Foley maintained that Mr. Mondragon has failed to allege
facts upon the Court to infer that the necessary number of
employees or a percentage of layoffs occurred at a "single site."
Absent these factual allegations, Mr. Mondragon's conclusory
allegations of a "mass layoff" or "plant closing" are nothing
more than a mere "formulaic recitation" of the elements of a WARN
Act claim and plainly inadequate to meet even the relaxed
pleading standard of Federal Rule 8, he told the Court.

    Mondragon's Surreply in Opposition to Motion to Dismiss

The Debtors presented a "newly minted" argument that Mr.
Mondragon should not be permitted to prosecute his claim in an
adversary proceeding because he has not filed a class proof of
claim nor made a motion to make Bankruptcy Rule 7023 applicable,
Mr. Mason, counsel to Mr. Mondragon, noted.

The Debtors' argument "misses the mark" because Mr. Mondragon
asserts his claim, and the claims of the putative class members
he seeks to represent, in an adversary proceeding, not in a
contested matter, Mr. Mason pointed out.

The prosecution of class claims in an adversary proceeding does
not require the filing of a class proof of claim, nor a motion to
make Rule 7023 applicable, and the Debtors cite no case to the
contrary.  The Court should, therefore, reject the Debtors'
argument, Mr. Mason said.

               Second Amended Mondragon Complaint

Mr. Mondragon amended his Complaint to, among other things, add
to his allegations that the (i) Nyack Store; (ii) the Circuit
City retail outlets in Hialeah, Florida; Jackson, Michigan;
Atlanta, Georgia; Memphis, Tennessee; Sparks, Nevada; (iii)
Circuit City's corporate headquarters in Richmond, Virginia; and
(iv) Circuit City's numerous other locations, at the time of
closure, had 50 or more employees.

    Debtors Seek to Dismiss 2nd Amended Mondragon Complaint

The Debtors present similar arguments presented in their First
Motion to Dismiss.  According to the Debtors' counsel, Mr. Foley,
even assuming, arguendo, that Mr. Mondragon adequately alleged a
claim for relief for "back pay" and benefits under the WARN Act,
the only conclusion that the Court may properly reach is that the
WARN Act Claim is a prepetition claim against Circuit City.

The Amended Mondragon Complaint should be dismissed and Mr.
Mondragon's WARN Act Claim addressed in the claims administration
process contemplated by Bankruptcy Code Sections 501 and 502, and
Bankruptcy Rules 3001 and 3007, Mr. Foley maintained.

Mr. Mondragon's alleged WARN Act Claim constitutes a prepetition
claim under Section 101(5)(A) of the Bankruptcy Code and
prevailing Fourth Circuit precedent, Mr. Foley asserted.  He
noted that in both the Amended Mondragon Complaint and the Proof
of Claim, Mr. Mondragon concedes that any right to payment based
on the WARN Act arose prepetition.  Consequently, the WARN Act
Claim is a claim under Section 101(5)(A), he pointed out.

Mr. Mondragon reiterated that, as contemplated by the Bankruptcy
Code and the Bankruptcy Rules, the resolution of whether the WARN
Act Claim should be allowed and, if so, in what amount and with
what priority should be addressed and adjudicated in the context
of the claims allowance and disallowance process, not in the
context of an adversary proceeding.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.


CITIGROUP INC: Registers 2 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:

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        S&P 500(R) Index Due 2014; and

     -- 2% Minimum Coupon Principal Protected Notes Based Upon the
        Price of Gold Due 2014

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

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

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

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


CITIGROUP INC: To Trim Down Branches to Six Metropolitan Areas
--------------------------------------------------------------
Citigroup Inc. executives will narrow the focus of the Company's
U.S. branch network to six major metropolitan areas, David Enrich
at The Wall Street Journal reports, citing people familiar with
the matter.

According to The Journal, Citigroup will limit its overall
consumer lending in the U.S. primarily to credit cards and "jumbo"
mortgages, while catering largely to affluent clients.

The Journal relates that Citigroup executives would present
details of the plan to the board in October, and the moves will
leave the Company's U.S. banking operations concentrated in New
York, Washington, Miami, Chicago, San Francisco, and Los Angeles.
Sources, according to the report, said that Citigroup could
abandon or scale back where it is an also-ran, including Boston,
Philadelphia, and parts of Texas.

The Journal notes that the U.S. pullback will leave Citigroup more
dependent on corporate clients and its non-U.S. operations,
longtime strengths that could help rev up its overall growth.  The
Journal states that 75% of Citigroup branches are outside the U.S.

Some Citigroup executives are nervous that the move could spark
criticism, since the government owns a 34% stake in the Company,
The Journal notes.

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.


CLARIENT INC: Has Employment Agreement with Kenneth Bloom
---------------------------------------------------------
Clarient, Inc., and its wholly owned subsidiary, Clarient
Diagnostic Services, Inc., on September 1, 2009, entered into an
Amended and Restated Professional Services Agreement with Clarient
Pathology Services, Inc., pursuant to which all of Clarient's
pathology and other medical services are provided by, or under the
supervision of, CPS.

In connection therewith, on September 17, 2009, the Company
entered into an employment agreement with Kenneth J. Bloom, M.D.,
pursuant to which Dr. Bloom will continue to serve as the
Company's Chief Medical Officer.  Under the terms of the
Agreement, Dr. Bloom will receive a base salary of $135,000 per
year.  In addition, Dr. Bloom will participate in the Company's
Management Incentive Plan and will be eligible to receive a target
incentive bonus of 50% of his base salary (which will also include
Dr. Bloom's base salary of $315,000 per year received in his
capacity as President of CPS, as such salary is reimbursed by the
Company pursuant to the terms of the PSA) based on the achievement
of Company and personal objectives.  Dr. Bloom is also entitled to
certain perquisites, such as an automobile allowance, matching
contributions under a voluntary savings plan, and other benefits
generally available to the Company's executives.

Dr. Bloom will also be entitled to receive severance payments in
the event his employment is terminated (i) by the Company without
"cause," (ii) by him for "good reason" within 12 months of a
change of control of the Company, or (iii) by him as a result of
his death or disability.  The severance payments will consist of
payment of 12 months' base salary -- based on his combined Company
and CPS base salaries in effect at the time of termination -- as
well as continued coverage under the Company's medical and health
plans in accordance with applicable COBRA regulations, and all
options that are exercisable on or before the termination date
will remain exercisable until the earlier of the first anniversary
of his date of termination or the expiration of the original term
of the options.

                       About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.


COFFEYVILLE RESOURCES: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings
and stable outlook on Kansas-based petroleum refiner Coffeyville
Resources LLC, including the 'B' corporate credit rating and the
'BB-' issue rating on its senior secured credit facilities.  At
the same time, S&P left unchanged the '1' recovery rating on the
senior secured facilities, indicating S&P's expectation for a full
recovery of principal in a payment default.

The affirmation follows the announced amendment to Coffeyville's
credit agreement that includes these proposed details:
Financial covenants will become less stringent with the maximum
allowed debt to EBITDA leverage ratio increasing to 2.75x from
2.25x, and the minimum allowed EBITDA to interest coverage ratio
dropping to 3.0x from 3.75x.

Distributions will be allowed from Coffeyville up to the parent to
pay interest costs from any future debt issuance and 35% of
proceeds from any parent-level issuance will be required to pay
down the existing term loan.

Excess cash flow sweeps will be reduced to 75%, 50%, and 25%,
depending on the company's leverage ratio.

The leverage ratio uses a net debt amount in which cash balances
up to a $40 million cap are netted from debt.  The amendment
increases this cash cap to $60 million.

Termination of the remaining hedge position and the supporting
letter of credit facility

In exchange, the project is offering a 50 bps fee.

Coffeyville hopes to conclude the amendment by the end of third-
quarter 2009.  While the changes largely benefit equity interests
to the detriment of lenders, the effect is marginal at this time.
If the project executes the amendment under substantially the same
terms as proposed, S&P doesn't expect any effect on the ratings.
However, if the terms include significant increases to the fee,
interest rates, or other key terms that are negative to credit,
S&P could revise its ratings.  The affirmation assumes that parent
will not use debt to fund an equity distribution or share buyback.
If this is not the case, or if management undertakes a more
aggressive financial policy, the company's credit strength could
weaken.  In addition, if Coffeyville issues debt at the parent
level, S&P would review its intended use and the resulting effect
on the forecast metrics and make any appropriate rating changes.
S&P incorporates into the current ratings an expectation that
management will continue to deleverage and target a consolidated
debt to EBITDA leverage of less than 2.0x and a net debt to cap
ratio of about 30%.  Beyond the impact of the amendment, if market
conditions for either refined products or fertilizer weaken, it
could pressure the company's financial covenants, and reduce cash
sweeps, potentially driving a ratings revision.

Coffeyville is a 115,000 barrel per day (bpd), independent refiner
and marketer of high value transportation fuels and a low-cost
producer of ammonia and urea ammonium nitrate (UAN) fertilizers,
located in Coffeyville, Kansas.  The company's petroleum complex
is a medium sour crude refinery.  The refinery has undergone
numerous expansions and upgrades since 2005, with aggregate
capital expenditures of about $519 million.  The adjacent
fertilizer plant has an average daily production rate of 1,225
tons of ammonia and 2,025 tons of UAN, and when natural gas prices
are high, enjoys cost advantages over natural gas-based fertilizer
plants due to its use of petroleum coke produced at the refinery
rather than natural gas.  Supporting businesses constitute less
than 5% of EBITDA projections and include a crude oil gathering
system, an asphalt and refined fuels terminal facility, and a
crude oil pipeline system.  S&P does not view revenue from these
businesses as being significant credit drivers for Coffeyville.
However, the gathering system improves the refinery's realized
crude differential.

The stable outlook reflects stable margins and cash flow available
for debt service despite poor sector economics and the final
payments of Coffeyville's deferred obligation to J. Aron.  S&P
expects profitability in the refining sector to remain highly
volatile in the near term, but could revise the outlook to
positive or raise the rating if the company continues to
successfully use its operating flexibility to maintain stable
margins through the end of 2009, which would decrease the
possibility of covenant trips, and result in debt amortization in
line with the company's base case projections.  If sector crack
spreads deteriorate to the $6 per barrel range (i.e., 2002
absolute levels adjusted for inflation), and the contango market
structure for crude ends without an increase in crude
differentials, Coffeyville's margins may deteriorate significantly
and the company could violate financial covenants as early as
2010.  Furthermore, the termination of crack spread hedges, either
under the amendment or in 2010, will result in increased commodity
sensitivity over the next several years, and the proposed
amendment would allow for increased leverage and a diversion of
the cash flows from existing lenders if the parent issues debt.
S&P could revise the outlook to negative if this occurs, or if
reduced cash sweeps result in an expected remaining debt at
maturity that is not significantly below $400 million.


COLONIAL BANCGROUP: Fitch Withdraws 'D' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn the Issuer Default Ratings and
outstanding debt ratings for The Colonial BancGroup and its
subsidiaries:

The Colonial BancGroup, Inc.

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Subordinated debt 'C/RR6'
  -- Individual 'F'.

Colonial Bank

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Subordinated debt 'C/RR6';
  -- Individual 'F'.

Colonial Capital Trust IV

  -- Preferred stock 'C/RR6'.

CBG Florida REIT

  -- Preferred stock 'C/RR6'.

Fitch will no longer provide ratings or analytical coverage on CNB
or its subsidiaries.


COMSTOCK HOMEBUILDING: Settles Litigation with Cornerstone
----------------------------------------------------------
Effective as of September 21, 2009, Comstock Homebuilding
Companies, Inc., and Mathis Partners, LLC, concluded its
negotiations with Cornerstsone Bank and entered into a Settlement
Agreement and Mutual Release relating to $5,221,000 of outstanding
indebtedness owed by the Borrower to Lender, and guaranteed by the
Company, related to an acquisition and construction loan
originally provided by Haven Trust Bank in connection with a
single family development project in Atlanta, Georgia known as The
Gates of Luberon; the Project was acquired as part of the
Company's stock purchase of Parker Chandler Homes, Inc. and its
subsidiaries.

Under the terms of the Agreement, the parties have agreed to
dismiss the pending litigation against each other, and Lender has
unconditionally released the Borrower and the Company from their
respective obligations and guarantees relating to the Debt in
consideration of a cash payment of $50,000 to Lender and the
delivery by the Company of a non-interest bearing unsecured
subordinate note in the amount of $400,000 with a three-year term.
As a result of completing the negotiations in September, the
Company will write off the remaining carrying value of the Project
and reduce the recorded value of the debt to the final settlement
amount and expects to record a gain on troubled debt restructuring
of roughly $1.2 million during the quarter ending September 30,
2009.

In December 2008, prior to any substantive action taking place in
the litigation, Haven Trust failed and was placed into
receivership by the Federal Deposit Insurance Corporation.
Cornerstone Bank was a participant in the loan originally made by
Haven Trust to Parker Chandler and was assigned control of the
loan by the FDIC after its seizure of Haven Trust.  The entirety
of the Project has been foreclosed upon by Cornerstone; the proper
participation of the Debt and the foreclosure proceeding being the
central issues in the litigation being settled by the Agreement.

                    About Comstock Homebuilding

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

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


CONCHO BUSINESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Concho Business Solutions, Inc.
        1720 Neil Gay Rd., Suite 1D
        Mesquite, TX 75149

Bankruptcy Case No.: 09-36248

Chapter 11 Petition Date: September 22, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Jeffery D. Carruth, Esq.
                  Reed & Elmquist, P.C.
                  604 Water St.
                  Waxahachie, TX 75165
                  Tel: (972) 938-7334
                  Fax: (972) 923-0430
                  Email: jcarruth@bcylawyers.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 Roger L. Stephens, vice president -
director of the Company.


COYOTES HOCKEY: Balsillie Offers to Delay Purchase to June
----------------------------------------------------------
Jim Balsillie, whose bid for Phoenix Coyotes entails transferring
the team to Hamilton, would keep the team in Glendale this season,
Mike Sunnucks at Phoenix Business Journal reports, citing the
bidder's lawyers.  According to Business Journal, Coyotes
president Doug Moss said that could help fans be more certain
about Phoenix Coyotes this season and boost weakening ticket
sales.  The Phoenix Coyotes are offering ticket discounts, hoping
to selling out their October 10 National Hockey League season
opener at Jobing.com Arena, says the report.

According to Steven Church and Joe Schneider at Bloomberg,
Mr. Balsillie offered to keep the Phoenix Coyotes in Arizona this
season as part of his bid to buy the hockey team and move it to
Canada.  His offer would give the National Hockey League until
June 30 to complete a deal with a competing buyer willing to keep
it in the Phoenix suburb of Glendale, his attorney said Sept. 23.
The team could be moved as early as February should the NHL fail
to find a competing buyer by Dec. 31.

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

The NHL has voiced opposition to Mr. Balsillie's offer for the
Coyoyes.  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.

                       About Coyotes Hockey

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


DOLCE VITA RESTAURANT: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Dolce Vita Restaurant, Inc.
        P.O. Box 716
        Sanibel, FL 33957

Bankruptcy Case No.: 09-21370

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Richard Johnston Jr., Esq.
                  Fowler, White, Boggs, P.A.
                  Post Office Box 1567
                  Fort Myers, FL 33902-1567
                  Tel: (239) 334-7892
                  Fax: (239) 334-3240
                  Email: richard.johnston@fowlerwhite.com

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

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

According to the schedules, the Company has assets of at least
$3,714,400, and total debts of $5,477,899.

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

            http://bankrupt.com/misc/flmb09-21370.pdf

The petition was signed by John Armenia, president of the Company.


DOWNEY REGIONAL: Gets Schedules Filing Extension Until October 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until Oct. 29, 2009, Downey Regional Medical Center-
Hospital Inc.'s time to file (i) schedules of assets and
liabilities; (ii) schedules of current income and expenditures;
(iii) schedules of executory contracts and unexpired leases; and
(iv) statements of financial affairs.

Los Angeles, California-based Downey Regional Medical Center-
Hospital Inc. operates a non-profit community hospital.  The
Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C.D. Calif.
Case No. 09-34714).  Lisa Hill Fenning, Esq., 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.


DS WATERS: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on DS Waters by one notch, including the corporate credit rating
to 'B' from 'B-'.  The outlook is stable.

For analytical purposes, S&P views DS Waters and its holding
companies, DSW Group Inc. (not rated) and DSW Holdings (not
rated), as one economic entity.  About $741 million of debt was
outstanding as of June 26, 2009.

"The upgrade reflects DS Waters' improved EBITDA margins and cash
generating ability which have resulted in relatively stable credit
measures despite current weak economic conditions," said Standard
& Poor's credit analyst Jean C. Stout.  "In addition, S&P believes
the company has a solid liquidity position, including its ability
to meet modest near-term maturities and maintain adequate cushion
under financial covenants that do not become more restrictive over
time."

The ratings on DS Waters of America Inc. reflect its very
aggressive financial policy, leveraged financial profile, narrow
business focus, and its relatively good market position in the
mature and highly fragmented HOD segment of the U.S. bottled water
industry.

The stable outlook reflects S&P's belief that the company will
continue to have adequate liquidity and cushion under all of its
financial covenants during the next 12 months, despite concerns
that current weak economic conditions will continue to pressure
the company's sales volume.  Although unlikely in the near term,
S&P could revise the outlook to positive if the company can
maintain a stable operating performance and credit measures,
specifically leverage below 5x, EBITDA interest coverage above 2x,
and maintain adequate liquidity and cushion under all of its
financial covenants.

Alternatively, S&P could revise the outlook to negative if DS
Waters' credit measures weaken from current levels and financial
covenant cushion levels tighten significantly.  S&P believes that
a covenant default on the rated senior secured facilities is
highly unlikely over the near term, because S&P believes that
EBITDA would have to decline significantly in order to trigger a
covenant default (assuming debt levels do not increase from
current levels).


EARTHFIRST CANADA: GE, Plutonic Move Closer to Buying Project
-------------------------------------------------------------
GE Energy Financial Services, a unit of GE, and Plutonic Power
Corporation said they have moved a step closer to purchasing the
144-megawatt Dokie Ridge Wind Project, the largest wind farm under
construction in British Columbia, from EarthFirst Canada Inc.  GE
and Plutonic have completed their due diligence, waived initial
due diligence conditions and have committed to purchase the Dokie
project subject to satisfaction or waiver of closing conditions.
GE and Plutonic have formed a partnership through which they
intend to own and operate the project, located 1,100 kms northeast
of Vancouver.

The Dokie project would represent GE Energy Financial Services'
and Plutonic's first wind energy investment in Canada and an
expansion of their relationship from hydroelectric power
development into wind energy.

The Dokie project consists of the fully permitted and partially
built 144-megawatt Dokie Phase 1 project and the rights to expand
to 300 megawatts.  As partners, GE and Plutonic or their
affiliates would jointly provide equity and seek project debt
financing to complete construction and operate the project.  The
estimated construction cost of the project is C$225 million.
Other financial details are being finalized.

EarthFirst has reported that the 144-megawatt Dokie project, once
completed, would generate 340 gigawatt-hours annually; enough
electricity to meet the annual needs of 34,000 homes and avoid
more than 229,000 tonnes of carbon dioxide emissions from a coal
plant -- the equivalent of taking 44,000 cars off the road.

EarthFirst obtained court-ordered protection from its creditors
under Canada's Companies' Creditors Arrangement Act, and on Sept.
22, the Dokie partners informed the Court of Queens Bench of
Alberta, Judicial Centre of Calgary of their waiver of initial due
diligence conditions.  GE Energy Financial Services and Plutonic
plan to complete the acquisition of the Dokie project in early
November, with completion of construction estimated in early 2011.

A GE affiliate will hold 49 percent and a Plutonic affiliate will
hold 51 percent of the Dokie partnership, which has signed and put
into escrow an amended and restated electricity purchase agreement
with BC Hydro. Among other conditions, the transaction is subject
to the BC Utilities Commission's acceptance of the electricity
purchase agreement, an agreement to obtain renewable energy
incentives in Canada's ecoENERGY program and arrangement of debt
financing. In keeping with its commitment to good community
citizenship, the partnership has received consents for the
assignment of EarthFirst's memorandums of understanding with the
West Moberly, Halfway River and McLeod Lake First Nations. The
partnership has signed a letter of understanding with the Saulteau
First Nation and looks forward to working with all First Nations.

In addition to the Dokie project, GE Energy Financial Services and
Plutonic are partnering on three hydroelectric projects in British
Columbia: the 196-megawatt East Toba River Montrose Creek project-
under construction since July 2007-the proposed 166-megawatt Upper
Toba Valley Project and the proposed 1027-megawatt Bute Inlet
Project. The companies bid Upper Toba Valley and Bute into BC
Hydro's 2008 Call for Power issued in November 2008.

                About GE Energy Financial Services

GE Energy Financial Services --
http://www.geenergyfinancialservices.com/-- experts invest
globally with a long-term view, backed by the best of GE's
technical know-how, financial strength and rigorous risk
management, across the capital spectrum, in one of the world's
most capital-intensive industries, energy.  GE Energy Financial
Services helps its customers and GE grow through new investments,
strong partnerships and optimization of its more than US$22
billion in assets. In renewable energy, GE Energy Financial
Services is growing its portfolio of more than US$4 billion in
assets in wind, solar, biomass, hydro and geothermal power.  GE
Energy Financial Services is based in Stamford, Connecticut.

GE (NYSE: GE) -- http://www.ge.com/-- is a diversified global
infrastructure, finance and media company that is built to meet
essential world needs. From energy, water, transportation and
health to access to money and information, GE serves customers in
more than 100 countries and employs more than 300,000 people
worldwide.

                About Plutonic Power Corporation

Plutonic Power's vision is to provide leadership and create a
legacy through the development of renewable, reliable, clean
energy projects.  Its proposed Green Power Corridor TM, comprised
of 42 generation facilities (including the 2 facilities being
constructed by the Toba Montrose General Partnership), could have
the capacity to meet the annual energy needs of about 660,000
homes and offset more than 4.4 million tons of CO2 emissions every
year - the equivalent of taking more than 850,000 cars off the
road.  Build out of the Green Power Corridor TM, including the
current construction of the $660 million, 196 megawatt East Toba
River and Montrose Creek run-of-river hydroelectric project, could
create approximately 6,500 person-years of employment.  Plutonic
Power is committed to working in partnership with First Nations,
stakeholder groups and local communities in the development of all
of its projects.  By developing its suite of projects, Plutonic
Power will help British Columbia realize its goal of becoming
electricity self-sufficient by 2016 utilizing 90% clean domestic
generation sources, will create employment opportunities and will
play a significant role in the fight against climate change.

                    About EarthFirst Canada Inc.

Headquartered in Canada, EarthFirst Canada Inc. (TSX: EF, EF.WT) -
- http://www.earthfirstcanada.com/-- fka Dokie Wind Energy Inc.,
is a developer of renewable wind energy.  On Dec. 11, 2007, the
company acquired Bonavista Wind Power Inc., Windrise Power Inc.,
Benchlands Wind Power Corp., Buffalo Atlee Wind Energy Inc., and
Grand Valley Wind Farms Inc.

On Nov. 4, 2008, The Court of Queen's Bench of Alberta, Judicial
Centre of Calgary granted EarthFirst Canada Inc. creditor
protection under the Companies' Creditors Arrangement Act.

Ernst & Young Inc., serves as the Court-appointed Monitor of
EarthFirst's CCAA process.


EDGE PETROLEUM: Maturity of Union Bank Loan Extended to Sept. 30
----------------------------------------------------------------
Edge Petroleum Corporation on August 31, 2009, entered into
Amendment No. 9 to its Fourth Amended and Restated Credit
Agreement, as amended, with Union Bank, N.A. (f/k/a Union Bank of
California, N.A.), as administrative agent for the lenders and as
issuing lender.

The amendment changes the maturity date of the Revolving Facility
from August 31 to September 30.

Members of the lending syndicate are:

     * JPMorgan Chase Bank, N.A.
     * SunTrust Bank
     * Mizuho Corporate Bank, Ltd.
     * BNP Paribas
     * Fortis Capital Corp.
     * The Frost National Bank
     * Compass Bank
     * U.S. Bank National Association
     * Bank of Scotland plc

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.

As reported by the Troubled Company Reporter on February 4, 2009,
Edge Petroleum Corp., said that it may be required to seek
protection under Chapter 11 of the U.S. Bankruptcy Code if it is
unable to address its debt obligations.  The Company engaged Akin
Gump Strauss Hauer & Feld LLP to act as the company's legal
advisor in connection with its evaluation of various financial and
strategic alternatives and to represent the Company generally in
its ongoing corporate and securities matters as its primary
outside counsel.

                         Going Concern Doubt

On March 16, 2009, BDO Seidman, LLP, in Houston, Texas raised
substantial doubt about Edge Petroleum Corp.'s ability to continue
as a going concern after auditing the Company's financial
statements for the years ended December 31, 2008, and 2007.  The
auditor noted that the Company is in a negative working capital
position with significant payments due June 30, 2009, under the
revolving credit agreement.

The carrying amount of the Company's debt as of December 31, 2008,
approximated fair value because the interest rates were variable
and reflective of market rates, but as of June 30, 2009, the
Company related it is not practicable to estimate the fair value
of its outstanding debt in light of the impending maturity on
August 31, 2009, that the Company is seeking to address.  The
carrying amount of the Company's debt as of June 30, 2009, was
$234 million and the interest rate applied at June 30, 2009, was
5.75%.

At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.


EDGE PETROLEUM: Receives Nasdaq Non-Compliance Notice
-----------------------------------------------------
Edge Petroleum Corporation on September 16, 2009, received notice
from The Nasdaq Stock Market that the minimum bid price of the
Company's common stock was below $1.00 per share for 30
consecutive business days and that the Company was therefore not
in compliance with the minimum bid price rule for continued
listing set forth in Nasdaq Marketplace Rule 5450(a)(1).

The notice states that the Company will be afforded 180 calendar
days, or until March 15, 2010, to regain compliance with the
minimum bid price rule.  If at any time prior to March 15, 2010
the bid price of the Company's common stock closes at $1.00 per
share or higher for a minimum of 10 consecutive business days,
Nasdaq staff will provide the Company with written confirmation of
compliance with the minimum bid price rule and the matter will be
resolved.

If the Company does not regain compliance by March 15, 2010,
Nasdaq staff will provide written notification to the Company that
its common stock is subject to delisting.  At that time, the
Company may appeal Nasdaq's delisting determination to a Nasdaq
Hearings Panel.  Alternatively, the Company could apply to
transfer its common stock to The Nasdaq Capital Market if it
satisfies all of the requirements, other than the minimum bid
price rule, for initial listing on The Nasdaq Capital Market set
forth in Nasdaq Marketplace Rule 5505.  If the Company were to
elect to apply for such transfer and if it satisfies the
applicable requirements and its application is approved, the
Company would have an additional 180 days to regain compliance
with the minimum bid price rule while listed on The Nasdaq Capital
Market.

The Company intends to actively monitor the bid price for its
common stock between now and March 15, 2010, and is currently
evaluating all available options in response to the notice to
resolve the deficiency and regain compliance with the Nasdaq
minimum bid price rule but has not yet determined to take any
other action in response to the notice.

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.

As reported by the Troubled Company Reporter on February 4, 2009,
Edge Petroleum Corp., said that it may be required to seek
protection under Chapter 11 of the U.S. Bankruptcy Code if it is
unable to address its debt obligations.  The Company engaged Akin
Gump Strauss Hauer & Feld LLP to act as the company's legal
advisor in connection with its evaluation of various financial and
strategic alternatives and to represent the Company generally in
its ongoing corporate and securities matters as its primary
outside counsel.

                         Going Concern Doubt

On March 16, 2009, BDO Seidman, LLP, in Houston, Texas raised
substantial doubt about Edge Petroleum Corp.'s ability to continue
as a going concern after auditing the Company's financial
statements for the years ended December 31, 2008, and 2007.  The
auditor noted that the Company is in a negative working capital
position with significant payments due June 30, 2009, under the
revolving credit agreement.

The carrying amount of the Company's debt as of December 31, 2008,
approximated fair value because the interest rates were variable
and reflective of market rates, but as of June 30, 2009, the
Company related it is not practicable to estimate the fair value
of its outstanding debt in light of the impending maturity on
August 31, 2009, that the Company is seeking to address.  The
carrying amount of the Company's debt as of June 30, 2009, was
$234 million and the interest rate applied at June 30, 2009, was
5.75%.

At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.


EDUCATION MANAGEMENT: S&P Puts 'B' Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Education
Management LLC, including the 'B' corporate credit rating, on
CreditWatch with positive implications.

The CreditWatch listing was in response to EDMC's commencement of
an IPO of 20 million shares of its common stock.  The company will
use the net proceeds to repay debt, to pay a termination fee under
a management agreement with certain of its shareholders, and for
general corporate purposes.  At the same time, the company
announced a tender offer for up to $323.9 million, excluding
accrued interest, of its 10.25% senior subordinated notes due 2016
and its 8.75% senior notes due 2014.  EDMC's completion of the
tender offer is subject to consummation of the IPO.

In the quarter ended June 30, 2009, EDMC's revenue and EBITDA grew
by 25% and 43%, respectively, because of a 20% increase in
enrollment in the April 2009 quarter and a 6% hike in tuition
fees.  For the fiscal year ended June 30, 2009, lease-adjusted
EBITDA coverage of interest was 2.2x, up from 1.9x the previous
year.  As of June 30, 2009, lease-adjusted debt to EBITDA declined
to 5.2x, from 6.0x the previous year.  The company has a
comfortable margin of compliance with its financial covenants,
with an EBITDA cushion of more than 40% against the leverage
covenant and the interest coverage covenant as of June 30, 2009.
The covenants tighten over the next several quarters, but S&P
expects headroom to remain satisfactory.  Discretionary cash flow
is improving, and the company converted about 29% of its EBITDA
into discretionary cash flow in the fiscal year ended June 30,
2009.

In resolving S&P's CreditWatch listing, S&P will review the
company's business strategy, particularly in the light of
potential regulatory changes to student lending that could
adversely affect the company; the outlook for continued EBITDA
growth; and its financial policy subsequent to the IPO.

"Given the company's progress in deleveraging its balance sheet
over the past three years and its intention to reduce leverage
further with the IPO proceeds, S&P could raise the rating if S&P
believes that the company can maintain its lease-adjusted debt to
EBITDA at or below its immediate post-IPO level over the long
term," said Standard & Poor's credit analyst Deborah Kinzer.


ENERGY PARTNERS: To Start Trading of New Common Stock on NYSE
-------------------------------------------------------------
Alan Sayre at The Associated Press reports that Energy Partners
Ltd. expects to start trading 40 million shares of new common
stock on the New York Stock Exchange, after its reorganization
plan was implemented.  The AP relates that pre-bankruptcy
shareholders will get 5% of the new stock, while Energy Partners'
noteholders will get 95%.  According to The AP, Energy Partners
said that it has converted $470 million of debt to equity.  Energy
Partners said that it had settled an overdue $47 million payment
to the federal Minerals Management Service, allowing the Company
to start restoring production to one of its fields in the Gulf of
Mexico, The AP states.

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

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


EXTENDED STAY: Prime Group Realty Sells Stake
---------------------------------------------
Prime Group Realty Trust said PGRT ESH, Inc., a wholly owned
subsidiary of the Company, sold its membership interests in BHAC
Capital IV, L.L.C., an entity which owns 100% of Extended Stay
Hotels, Inc., to LSG-ESH LLC, an affiliate of the Company's
Chairman of the Board and parent company.

In connection with the transfer, PGRT ESH was released from its
obligations under a loan from Citicorp USA, Inc., which encumbers
the BHAC membership interests.  The principal amount of the
Citicorp Loan as of the effective date was $80.0 million.  The
Citicorp Loan was non-recourse to PGRT ESH, the Company and its
subsidiaries, but as a result of the transaction, the Citicorp
Loan will no longer be a liability on the Company's financial
statements.

ESH and its affiliates own mid-price extended-stay properties in
the United States and Canada.  The transfer of the BHAC membership
interest was approved unanimously by the Company's independent
Trustees.  On Monday, June 15, 2009, ESH filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court in the Southern
District of New York.  BHAC did not file for bankruptcy
protection.

The consideration for the sale of the BHAC membership interests to
LSG-ESH was LSG-ESH's assumption of all of PGRT ESH's rights and
obligations under the Citicorp Loan.  In connection with the
transfer, the terms of the Citicorp Loan were amended and restated
and the maturity date of the loan was extended.  The transaction
was effective as of July 16, 2009 and the documents were finalized
on September 18, 2009.

In addition, one of the Company's subsidiaries was the defendant
in a lawsuit in the Circuit Court of Cook County Illinois brought
by Prime/Mansur Investment Partners, LLC, an affiliate of Michael
Reschke and E. Barry Mansur, alleging that our termination of a
purchase and sale agreement that provided for Prime/Mansur's
acquisition of the membership interest in Plumcor Thistle, L.L.C.
was not justified.  Prime/Mansur requested the Court grant it
either specific performance or damages in the amount of $5.0
million.  On Monday September 21, 2009, the Judge in the case
granted the motion for summary judgment and ruled that
Prime/Mansur's case had no merit.  Prime/Mansur may or may not
appeal the decision and if it does, the Company intends to
vigorously defend the Judge's decision.

On July 9, 2009, Prime Group Realty said the Company's Board of
Trustees determined not to declare a quarterly distribution on its
Series B Preferred Shares for the second quarter of 2009, and that
the Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.  The Company said
its Board is in the process of considering various financing and
other capitalization alternatives for the Company.

The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Company said the Board
intends to review the suspension of the Series B Preferred
distributions periodically based on the Board's ongoing review of
the Company's financial results, capital resources and liquidity
needs, and the condition of the economy and capital markets.  The
Company can give no assurances that distributions on the Company's
Series B Preferred Shares will be resumed, or that any financing
or other capitalization alternatives will be satisfactorily
concluded.

The Company posted a net loss attributable to common shareholders
of $3.0 million as compared to a net loss attributable to common
shareholders of $15.3 million for the second quarter of 2008.

At June 30, 2009, the Company had total assets of $493.9 million
and total liabilities of $521.6 million.

                        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).

                  About Prime Group Realty Trust

Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/--
is a fully-integrated, self-administered, and self-managed real
estate investment trust which owns, manages, leases, develops, and
redevelops office and industrial real estate, primarily in
metropolitan Chicago. The Company currently owns 8 office
properties containing an aggregate of 3.3 million net rentable
square feet and a joint venture interest in one office property
comprised of roughly 101,000 net rentable square feet. The Company
leases and manages roughly 3.3 million square feet comprising all
of its wholly-owned properties.  In addition, the Company is the
asset and development manager for an roughly 1.1 million square
foot office building located at 1407 Broadway Avenue in New York,
New York.


F & G STORES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: F & G Stores, Inc.
        2295 Auburn Ridge Blvd.
        Lafayette, CO 80026

Bankruptcy Case No.: 09-29929

Chapter 11 Petition Date: September 23, 2009

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

Debtor's Counsel: John G. Nelson, Esq.
                  600 17th St., Suite 2800 South
                  Denver, CO 80202
                  Tel: (720) 359-1615
                  Fax: (303) 260-6401
                  Email: nelsonlawoffice@aol.com

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

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

A list of the Company's 9 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob09-29929.pdf

The petition was signed by Barjinder Gill, president of the
Company.


FBL FINANCIAL: A.M. Best Assigns "bb" to Senior Unsecured Debt
--------------------------------------------------------------
A.M. Best Co. has assigned indicative debt ratings of "bb" to
senior unsecured debt, "bb-" to subordinated debt and "b+" to
preferred stock of FBL Financial Group Inc (FBL) (headquartered in
West Des Moines, IA) [NYSE:FFG], which may be issued under its
recently filed shelf registration statement.  Additionally, A.M.
Best has assigned an indicative rating of "b+" to the shelf trust
preferred securities of FBL Financial Group Capital Trust II.  The
outlook assigned to all ratings is negative.  FBL's financial
strength, issuer credit and existing debt ratings are unchanged.

The proceeds from the offerings may be added to FBL's general
funds and used for general corporate purposes, unless specified in
subsequent debt issuances.  A.M. Best will monitor the company's
ability to generate earnings to adequately cover any additional
interest expense incurred from debt instruments issued under the
shelf.

The ratings reflect the limited, although improved, financial
flexibility and sizable unrealized loss position of FBL, although
this unrealized loss position has improved through second quarter
2009.  In addition, A.M. Best believes that spread management will
continue to be a challenge for FBL.


FINLAY ENTERPRISES: Gordon Brothers Wins Auction for Assets
-----------------------------------------------------------
Finlay Enterprises, Inc. confirmed in a statement that it has
selected Gordon Brothers Retail Partners, LLC, as having the
highest and best bid at an auction.  Gordon Brothers will be
appointed to act as the Company's agent to conduct "store closing"
or similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.

The proposed transaction remains subject to the approval of the
Court, which is scheduled to conduct a hearing to consider the
results of the auction today, September 25, 2009.  If approved,
the transaction is expected to be completed on or before February
28, 2010.

Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.

As reported by the TCR on August 31, the U.S. Bankruptcy Court for
the Southern District of New York authorized Finlay to select a
buyer for substantially all of their assets at a September 23
auction where Gordon Brothers would be lead bidder.

                     About Finlay Enterprises

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

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

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


FIRSTFED FINANCIAL: Extends Expiry Date, Consent Payment Deadline
-----------------------------------------------------------------
FirstFed Financial Corp. has extended the Expiration Date and
Consent Payment Deadline with respect to its previously announced
cash tender offers and consent solicitations for its outstanding
senior debt securities.

The Expiration Date will now be 5:00 p.m., New York City time, on
September 30, 2009, unless extended or earlier terminated by the
Company, and the Consent Payment Deadline will now be 5:00 p.m.,
New York City time, on September 30, 2009, unless extended or
earlier terminated by the Company.  To be eligible to receive the
purchase price of $200.00 per $1,000 in principal amount of
Securities, which includes the consent payment of $20.00 per
$1,000 in principal amount of Securities, holders must validly
tender, and not validly withdraw, their Securities prior to the
Consent Payment Deadline.  Securities purchased in the tender
offers will be paid for on the applicable settlement date for each
tender offer, which, assuming the tender offers are not extended,
will be promptly after the applicable Expiration Date.

The terms and conditions of the tender offers and consent
solicitations are described in the Offer to Purchase and Consent
Solicitation Statement, dated June 19, 2009, and the related
Letter of Transmittal and Consent.  Except for the extension of
the Expiration Date and Consent Payment Deadline, all other terms
and conditions of the tender offers and consent solicitations
remain unchanged.

As of 5:00 p.m., New York City time, on September 21, 2009, the
Company had received tenders and consents from holders of:

     -- $50,000,000 in aggregate amount of the Fixed/Floating Rate
        Senior Debt Debentures due March 15, 2016, representing
        100% of the securities,

     -- $20,000,000 in aggregate amount of the Fixed/Floating Rate
        Senior Debt Debentures due June 15, 2015, representing 40%
        of the securities, and

     -- $14,500,000 in aggregate amount of the Fixed/Floating Rate
        Senior Debt Debentures due June 15, 2017, representing 29%
        of the securities.

For additional information regarding the terms of the tender
offers and consent solicitations, please contact James P.
Giraldin, President and Chief Operating Officer of the Company, at
(310) 302-1713.  Requests for documents may be directed to the
Corporate Secretary of the Company at (310) 302-5600.

A special meeting of stockholders of FirstFed will be held at its
Corporate Headquarters, located at 12555 West Jefferson Boulevard,
Los Angeles, California, on September 30, 2009 at 10:00 a.m.,
local time, for these purposes:

     (1) To approve an amendment to our restated certificate of
         incorporation to increase the number of authorized shares
         of the Company's common stock from 100,000,000 to
         5,000,000,000;

     (2) To approve an amendment to the Company's restated
         certificate of incorporation to (i) effect a reverse
         stock split of the common stock by a ratio of not less
         than one-for-10 and not more than one-for-70 at any time
         prior to August 31, 2010, with the exact ratio to be set
         at a whole number within this range as determined by the
         Board of Directors in its sole discretion, and (ii)
         reduce the number of authorized shares of the common
         stock by the reverse stock split ratio determined by the
         Board of Directors; and

     (3) To approve an adjournment of the special meeting to allow
         time for further solicitation of proxies in the event
         there are insufficient votes present at the meeting, in
         person or by proxy, to approve the amendments to the
         restated certificate of incorporation to effect the
         Authorized Share Increase and the Reverse Stock Split.

                           Going Concern

As reported by the Troubled Company Reporter on August 21, 2009,
FirstFed's second quarter report on Form 10-Q includes a note on
its ability to continue as a "going concern".

The Company and its banking unit First Federal Bank of California
are operating under Amended Orders to Cease and Desist issued on
May 28, 2009, by the Office of Thrift Supervision.  As required by
the Amendments, the Company and the Bank have submitted a detailed
capital plan to the OTS addressing how the Bank will meet and
maintain a tier 1 core capital ratio of 7% and a minimum total
risk-based capital ratio of 14% by September 30, 2009.

The Bank's risk-based capital ratio was 9.63% at June 30, 2009,
and its core and tangible capital ratios were 4.79%.  These
capital ratios are below the levels required by the Bank's federal
regulators to be considered "well capitalized".

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain "well capitalized"
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company stated.

FirstFed posted a comprehensive loss $48.74 million or $3.37 per
diluted share of common stock for the second quarter of 2009
compared with a comprehensive loss of $36.56 million or $2.60 per
diluted share of common stock for the second quarter of 2008.

A copy of the Company's Form 10-Q filed with the Securities and
Exchange Commission is available at:

             http://researcharchives.com/t/s?4269

Based in Los Angeles, California, FirstFed Financial Corp. (OTC-
FFED.PK) -- http://www.firstfedca.com/-- is the parent company of
First Federal Bank of California.  The Bank operates 39 retail
banking offices in Southern California.  At June 30, 2009, the
Company had $6.36 billion in total assets and $6.20 billion in
total liabilities.


FORD MOTOR: Finalizes $5.9-Bil. Loan Under DOE's ATVM Program
-------------------------------------------------------------
Ford Motor Company and the U.S. Department of Energy finalized the
arrangements for loans provided under the Advanced Technology
Vehicles Manufacturing Incentive Program, an initiative which
focuses on investment in the leading fuel economy technologies in
American manufacturing.

Ford is the first manufacturer to finalize loans under the ATVM
Program, commonly referred to as Section 136.  Congress approved
the program as part of the 2007 Energy bill.  It provides up to
$25 billion in loans to companies making cars and components in
U.S. factories that increase fuel economy at least 25% above 2005
levels.

As part of a competitive process, Ford was selected to receive a
total of $5.9 billion in loans through early 2012 to fund the
development of advanced fuel-efficient vehicles and technologies.
It expects to receive approximately $900 million in loan proceeds
by September 30, 2009.

"The company greatly appreciates the leadership of Secretary
Steven Chu and the expertise of the Department of Energy officials
who were dedicated to a timely and successful conclusion," Ford
Group Vice President for Government and Community Relations Ziad
Ojakli, said.

As reported by the Troubled Company Reporter, Ford submitted an
application for term loans totaling $11.4 billion to the U.S.
Department of Energy dated November 18, 2008, pursuant to the ATVM
Program.  The Company's application, which was deemed
substantially complete on December 16, 2008, relates to ATVM
Program expenditures approved by the DOE to be made by the Company
extending beyond 2011.  By mutual agreement of the Company and the
DOE, the Company's application was amended and restated on
June 12, 2009, as so amended and restated, to request, initially,
term loans totaling $5.937 billion to fund up to 80% of the ATVM
Program expenditures approved through mid-2012.  Loans to fund up
to 80% of the approved ATVM Program expenditures beyond that point
will require further Congressional appropriation and are subject
to further approvals by the DOE.  The ATVM Program was authorized
by section 136 of the Energy Independence and Security Act of
2007, as amended from time to time -- Section 136 -- to provide up
to $25 billion of loans to automobile and automobile part
manufacturers for the cost of re-equipping, expanding, or
establishing manufacturing facilities in the United States to
produce advanced technology vehicles or qualified components, and
for associated engineering integration costs.  Loans under the
ATVM will be made by and through the Federal Financing Bank, an
instrumentality of the United States government created by the
Federal Financing Bank Act of 1973 that is under the general
supervision of the Secretary of the Treasury.

On September 16, 2009, the Company and DOE entered into a Loan
Arrangement and Reimbursement Agreement dated as of September 16,
2009, pursuant to which DOE agreed to (i) arrange a 13-year multi-
draw term loan facility under the ATVM Program in the aggregate
principal amount of up to $5.937 billion, (ii) designate the
Company as a borrower under the ATVM Program and (iii) cause FFB
to enter into the Note Purchase Agreement for the purchase of
notes to be issued by the Company evidencing such loans.

The proceeds of advances under the Facility will be used to
finance certain costs eligible for financing under the ATVM
Program that are incurred through mid-2012 in the implementation
of thirteen advanced technology vehicle programs approved by DOE.
With the execution of the Arrangement Agreement and related loan
documents, the Company became able to request loans under the
Facility.  The Arrangement Agreement limits the amount of advances
that may be used to fund Eligible Project Costs for each Project,
and the Company's ability to borrow to finance Eligible Project
Costs with respect to a Project is conditioned on the Company
meeting agreed timing milestones and fuel economy targets for that
Project.

             Maturity, Interest Rate and Amortization

Advances may be requested from September 16, 2009 through June 30,
2012, and the loans will mature on June 15, 2022.  The Company has
submitted draw requests totaling approximately $886 million to
date and expects that such draw requests will be funded by
September 30, 2009.  Each advance will bear interest at a blended
rate based on the Treasury yield curve at the time such advance is
borrowed and the principal amortization schedule for that advance.
Interest will be payable quarterly in arrears.  (Based on the
Treasury yield curve as of September 16, 2009, the interest rate
would be 3.22% per annum.)  The principal amount of the loans will
be payable in equal quarterly installments commencing on
September 15, 2012 through the Maturity Date.

                            Collateral

The Company's obligations under the Facility will be secured by a
first priority security interest in any assets purchased or
developed with the proceeds of the loans and a junior security
interest in all of the collateral pledged under the Company's
existing Credit Agreement dated as of December 15, 2006,
subordinated solely to (a) perfected security interests securing
certain indebtedness, as defined in the Arrangement Agreement, and
letters of credit not to exceed $19,100,000,000 and short-term
cash management and hedging obligations in an amount not to exceed
$1,500,000,000 and (b) certain other permitted liens described in
the Arrangement Agreement.

                            Guarantees

Certain of the Company's subsidiaries that, together with the
Company, hold a substantial portion of the Company's consolidated
domestic automotive assets (excluding cash) and that guarantee the
Existing Credit Agreement will guarantee the Company's obligations
under the Facility, and future material domestic subsidiaries will
become guarantors when formed or acquired.

                       Affirmative Covenants

The Arrangement Agreement contains affirmative covenants
substantially similar to those in the Existing Credit Agreement
(including similar baskets and exceptions), including delivery of
the Company's financial statements and those of certain of its
subsidiaries, delivery of compliance certificates and notices of
default, maintenance of the Company's automotive business and
corporate existence, delivery of certain future guarantees and
collateral, as well as certain other affirmative covenants
required in connection with the ATVM Program, including compliance
with ATVM Program requirements, introduction of advanced
technology vehicles to meet or exceed projected overall annual
fuel economy improvements and delivery of progress reports and
audit reports with respect to the Projects.

                        Negative Covenants

The Arrangement Agreement contains negative covenants
substantially similar to those in the Existing Credit Agreement,
including restrictive covenants that limit, subject to certain
exceptions, the Company's ability to pay dividends, make certain
repurchases of equity or repay certain of its material
indebtedness prior to maturity, its ability and the ability of the
guarantors to incur secured indebtedness, the Company's ability to
merge or consolidate with another person or to grant liens on the
collateral securing the loans, and the ability of the Company's
foreign subsidiaries whose equity has been pledged under the
Existing Credit Agreement to incur indebtedness.  The Arrangement
Agreement also contains negative pledge and sale-leaseback
covenants substantially similar to covenants in the Existing
Credit Agreement and the Company's existing senior unsecured debt.
The Arrangement Agreement also contains a negative covenant
substantially similar to the liquidity covenant in the Existing
Credit Agreement requiring that the Company not permit Available
Liquidity to be less than $4,000,000,000.

Among other things, Ford will be in default under the Arrangement
Agreement in the event the Company or any significant guarantor,
Ford Motor Credit Company LLC, Ford Canada, Volvo or certain other
Volvo-related subsidiaries, file for bankruptcy.

                         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.


GAYLORD ENTERTAINMENT: Tender Offer Won't Affect Moody's Rating
---------------------------------------------------------------
Moody's Investors Service stated that the ratings and rating
outlook for Gaylord Entertainment Company will not be affected by
the company's announcement that it has commenced a tender offer
for its outstanding 8% senior notes due 2013 and proposes to issue
$200 to $240 million of convertible senior notes due 2014 in a
144a private placement.  Gaylord also intends to offer
approximately five million shares of common equity in an
underwritten public offering.

The last rating action on Gaylord occurred on May 8, 2009, when
the Corporate Family Rating was downgraded to B3 from B2.

Gaylord Entertainment Company, headquartered in Nashville,
Tennessee, is a hospitality and entertainment company.  Gaylord
owns and operates several convention centers and resorts located
in Tennessee, Florida, Texas, and Washington, D.C., and
specializes in hosting large conferences and conventions.
Revenues are approximately $900 million.


GEOEYE INC: S&P Downgrades Rating on Proposed Senior Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
ratings on Dulles, Virginia-based GeoEye Inc.'s proposed senior
secured notes due 2015 to 'B' from 'B+'.  S&P also revised the
recovery rating on this issue to '3' from '2'.  A '3' recovery
rating indicates expectations for meaningful (50%-70%) recovery in
the payment default.  The rating action reflects the upsizing of
the notes to $400 million from an initial size of $350 million and
does not imply a diminution in the overall credit quality of the
company.  The upsized notes are provided lower collateral
coverage.  The upsizing has no effect on the company's 'B'
corporate credit rating and stable outlook.

                           Ratings List

                           GeoEye Inc.

        Corporate Credit Rating               B/Stable/--

              Rating Lowered; Recovery Rating Revised

                                           To            From
                                           --            ----
     Senior Secured                        B             B+
      Recovery Rating                      3             2


GEORGETOWN GOLF CLUB: Ch. 11 Case Dismissed; Stay Lifted
--------------------------------------------------------
Angeljean Chiaramida and Paul Tennant at The Daily News report
that William Hillman of the U.S. Bankruptcy Judge William Hillman
has dismissed the Georgetown Golf Club's bankruptcy case.

Judge Hillman approved on September 28 an emergency motion filed
by Georgetown Golf owner and president Peter Wojtkun, allowing him
to use the Company's cash to pay employees or try to meet his
obligations to others who have contracted with him to have
functions at the club, but the Judge said that the "Debtor's
Chapter 11 cases are dismissed effective Monday, Sept. 21, 2009,
at 7:00 p.m. EST."

The Daily News quoted Chris Rich, one of Wojtkun's creditors, as
saying, "That means he [Mr. Wojtkun] is no longer protected from
his creditors.  That means all lawsuits filed against him can go
forward.  That means those brides who've lost their deposits can
sue him if they want to try to get them back."

According to court documents, Mr. Wojtkun claimed that he owned
but couldn't repay $10 million in mortgages, legal judgments, as
well as more than half a million in legal fees, and debts to
vendors and taxes.

Georgetown, Massachusetts-based Georgetown Golf Club, Inc., and
its affiliates filed for Chapter 11 bankruptcy protection on
September 11, 2009 (Bankr. D. Mass. Case No. 09-18710).  Kara
Zaleskas, Esq., and Paul D. Moore, Esq., at Duane Morris LLP and
assist Georgetown Golf Club in its restructuring efforts.
Georgetown Golf Club listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


GILL FOOD MART: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gill Food Mart, Inc.
        2295 Auburn Ridge Road
        Lafayette, CO 80026

Bankruptcy Case No.: 09-29934

Chapter 11 Petition Date: September 23, 2009

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

Debtor's Counsel: John G. Nelson, Esq.
                  600 17th St., Suite 2800 South
                  Denver, CO 80202
                  Tel: (720) 359-1615
                  Fax: (303) 260-6401
                  Email: nelsonlawoffice@aol.com

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

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

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

            http://bankrupt.com/misc/cob09-29934.pdf

The petition was signed by Barjinder S. Gill, president of the
Company.


GRAY TELEVISION: Gabelli Discloses 5.92% Equity Stake
-----------------------------------------------------
Gabelli Funds, LLC, GAMCO Asset Management Inc., and Teton
Advisors, Inc., disclose holding in the aggregate 2,536,675
shares, representing 5.92% of the 42,861,009 shares outstanding of
Gray Television, Inc., as of September 21, 2009.

Gray Television, Inc. -- http://www.gray.tv/-- is a television
broadcast company headquartered in Atlanta, GA.  Gray currently
operates 36 television stations serving 30 markets.  Each of the
stations are affiliated with either CBS (17 stations), NBC (10
stations), ABC (8 stations) or FOX (1 station).  In addition, Gray
currently operates 38 digital second channels including 1 ABC, 4
Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network
affiliates plus 8 local news/weather channels and 1 "independent"
channel in certain of its existing markets.

                     Potential Covenant Breach

Gray Television has warned that based on its financial projections
it is likely not to be in compliance with the leverage ratio under
its senior credit facility as of March 31, 2010.

Effective as of March 31, 2009, the Company amended its senior
credit facility.  The terms of the amended senior credit facility
include, but are not limited to, an increase in the maximum ratio
allowed under the leverage ratio covenant for the year ending
December 31, 2009, a general increase in the restrictiveness of
the remaining covenants and increased interest rates.

Gray said without the amendment, it would not have been in
compliance with the leverage ratio covenant and such noncompliance
would have caused a default under the agreement.  This amendment
increased Gray's cash interest rate by 2% per annum (200 basis
points) and beginning April 1, 2009, requires an additional 3% per
annum (300 basis point) facility fee.  For the period beginning
April 4, 2009 and ending April 30, 2010, the annual facility fee
for the term loan and the revolving loan will accrue and be
payable on the respective term loan and revolving loan maturity
dates.  For the period beginning after April 30, 2010, and for the
remaining term of the senior credit facility, the annual facility
fee will be payable in cash on a quarterly basis and interest will
accrue at an annual rate of 6.5% on the facility fee balance
accrued as of April 30, 2010.

                Series D Perpetual Preferred Stock

The Company did not fund the Series D Perpetual Preferred Stock
cash dividend payments due on January 15, 2009, April 15, 2009 or
July 15, 2009, that had accumulated for the three-month periods
ended December 31, 2008, March 31, 2009 and June 30, 2009.
Dividends on the Series D Perpetual Preferred Stock accrued at
12.0% per annum through December 31, 2008 after which the dividend
rate increased to 15.0% per annum.  The accrued Series D Perpetual
Preferred Stock dividend balance as of June 30, 2009, was
$10.5 million.  The deferral of dividend payments is allowable
under the terms of the Series D Perpetual Preferred Stock.

The Company said it can provide no assurances when any
future cash payments will be made on any accumulated and unpaid
Series D Perpetual Preferred Stock cash dividends presently in
arrears or that become in arrears in the future.  The Series D
Perpetual Preferred Stock has no mandatory redemption date but may
be redeemed at the stockholders' option on or after June 30, 2015.
The deferral of paying cash dividends on the Series D Perpetual
Preferred Stock and the corresponding suspension of paying cash
dividends on the common and Class A common stock was made to
reallocate cash resources to support the Company's ability to pay
increased interest costs or fees associated with the amendment to
its senior credit facility.


GTS 900: Ch 11 Bankruptcy Will Allow Closure of 77 Condos
---------------------------------------------------------
Roger Vincent at Los Angeles Times reports that Sonny Astani, one
of GTS 900 F LLC's members, said that Chapter 11 bankruptcy
protection will let the Company close its 77 condos, pay its
contractors, and complete the construction of the tower,
amenities, and the retail space.  According to LA Times, Mr.
Astani sold the condos in a completed six-story loft building for
$400,000 each in August to raise enough money to finish an
adjacent 30-story tower that is almost done, but his primary
lender on the development, Corus Bank, was recently taken over by
federal regulators.

GTS 900 F LLC is a business that owns a residential building known
as Concerto in Los Angeles.  According to a Web site for the
Concerto building, developed by Astani Living, all 77 loft
residences have been sold.  The Company filed for bankruptcy
protection, listing up to $500 million in assets and debt (Bankr.
C.D. Calif. Case No. 09-35127).


HARRAH'S ENTERTAINMENT: Court Decision May Derail Thistledown Sale
------------------------------------------------------------------
The Associated Press reports that a state Supreme Court decision
that allows a vote on a slots proposal could derail plans by
Harrah's Operating Co., Harrah's Entertainment Inc.'s wholly owned
subsidiary, to acquire Magna Entertainment Corp.'s Thistledown
track for $89.5 million.

As reported by the TCR on September 24, 2009, the U.S. Bankruptcy
Court for the District of Delaware approved an agreement for the
sale of Thistledown to Harrah's Operating Company.  Closing of the
sale is subject to satisfaction of certain conditions and receipt
of all required regulatory approvals.

According to The AP, Harrah's Operating Company is permitted to
walk away from the deal if the state's plan to put lottery-run
slot machines at horse tracks is put on hold for a vote.  The AP
relates that the Supreme Court said on Monday that the governor's
plan is subject to approval by voters.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

As of March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.

                           *     *     *

The Troubled Company Reporter said June 15, 2009, that Standard &
Poor's Ratings Services raised its corporate credit ratings on
Harrah's Entertainment and Harrah's Operating to 'CCC+' from
'CCC', reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant.  In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.


HANESBRANDS INC: PBGC Has Deal to Strengthen Pension Funding
------------------------------------------------------------
The Pension Benefit Guaranty Corporation has reached a $13.8
million agreement with apparel maker Hanesbrands Inc. of Winston-
Salem, N.C. to strengthen funding of its retirement plan.

Unlike situations where the PBGC assumes responsibility for
pension plans that can no longer pay benefits, the Hanesbrands
Inc. Pension Plan, which covers more than 30,000 workers and
retirees, remains ongoing and under the company's sponsorship.
Hanesbrands has agreed to put more money into the plan for the
benefit of participants and to reduce risk to the PBGC insurance
program by enhancing the plan's financial health.

Under the agreement, Hanesbrands has put $7 million into the
pension plan in September and will make an additional $6.8 million
payment by Sept. 15, 2010.  The payments are in addition to any
required contributions to the plan.

"The nation's workers and retirees have worked hard to earn the
benefits they were promised and we will use all the statutory
tools at our disposal to protect those retirement benefits," said
PBGC Acting Director Vince Snowbarger.  "We will continue to
monitor corporate activities that may weaken pension plan funding
and negotiate appropriate protections.  We applaud Hanesbrands for
its cooperation in working with us to create a solution that is in
the best interests of the company's employees."

The agreement stems from the Feb. 8, 2009 closure of the company's
Eden Textiles facility in Eden, N.C., which affected 290 of the
active participants in the National Textiles LLC Pension Plan.
The National Textiles plan has since been merged into the
Hanesbrands plan.

The Employee Retirement Income Security Act of 1974 (ERISA), the
federal pension law that created the PBGC, requires the agency to
seek additional protection when more than 20 percent of a
company's employees covered by a pension plan lose their jobs due
to a cessation of operations at a facility. However, the agency
strives to craft settlements that safeguard pension plans, while
recognizing the business needs of the companies that sponsor them.

On September 15, 2009, Hanesbrands approved the closing of a yarn
manufacturing facility, a yarn warehouse and a cotton warehouse,
all located in North Carolina, which will result in the
termination of roughly 175 employees.  Operations at each of the
Closing Facilities are expected to cease by the end of 2009.

Hanesbrands also has entered into an agreement with Parkdale
America, LLC, under which Hanesbrands will sell or lease assets
related to operations at its four yarn manufacturing facilities,
which are located in Georgia, Virginia, North Carolina and
Tennessee, to Parkdale America.  The transaction is expected to
close in the fourth quarter of 2009 and will result in Parkdale
America operating three of the four facilities.

Hanesbrands also has entered into a yarn purchase agreement with
Parkdale America and Parkdale Mills, LLC.  Under this agreement,
which has an initial term of six years, Parkdale will produce and
sell to Hanesbrands a substantial amount of Hanesbrands' Western
Hemisphere yarn needs.  During the first two years of the term,
Parkdale will also produce and sell to Hanesbrands a substantial
amount of the yarn needs of Hanesbrands' Nanjing, China textile
facility.

As of Sep. 8, 2009, the PBGC had negotiated 18 settlements
involving cessation of operations.  These agreements added a total
of about $400 million to pension plans covering about 50,000
workers and retirees.

Hanesbrands markets apparel under the Hanes, Champion, C9 by
Champion, Playtex, and Duofold brand names, among others.

The PBGC is a federal corporation created under ERISA.  It
currently guarantees payment of basic pension benefits earned by
44 million American workers and retirees participating in over
29,000 private-sector defined benefit pension plans.  The agency
receives no funds from general tax revenues.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.


HARRAH'S OPERATING: Moody's Assigns 'Caa1' Rating on $1 Bil. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company, Inc.  Moody's also affirmed Harrah's
Entertainment, Inc.'s Caa3 Corporate Family rating, Caa3
Probability of default rating and all of the long-term debt
ratings of HET and HOC, Inc.

The rating assignment and rating affirmations reflect very high
leverage and a negative outlook for gaming demand over the next
year.  The continuing decline in gaming revenues across Harrah's
largest markets -- Las Vegas and Atlantic City -- will continue to
negatively impact the company's operating performance over through
2010.  "Harrah's consolidated debt to EBITDA remains over 10 times
-- a level Moody's believes is unsustainable over the intermediate
term," said Moody's Senior Credit Officer, Peggy Holloway.

The negative outlook reflects Moody's view that gaming demand and
Harrah's earnings will remain under pressure through 2010.
Additionally, the negative outlook considers the high probability
that the company will pursue a transaction that Moody's would deem
to be a distressed exchange.

Rating assigned:

Harrah's Operating Company

* Senior secured bank term loan at Caa1 (LGD 2, 26%)

Ratings affirmed and assessments updated:

Harrah's Entertainment, Inc.

* Corporate Family Rating at Caa3
* Probability of Default rating at Caa3

Harrah's Operating Company

* Senior secured guaranteed revolving credit facility at Caa1 (LGD
  2, 26%) from (LGD 2, 25%)

* Senior secured guaranteed term loans at Caa1 (LGD 2, 26% from
  LGD 2, 25%)

* Senior unsecured guaranteed notes to Ca (LGD 5, 86%) from Ca
  (LGD 5, 84%)

* Senior unsecured debt at Ca (LGD 6, 91%)

* Senior subordinated notes at Ca (LGD 6, 96%)

Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
assumed by HOC

* $2.095 billion senior secured notes due 2017 at Caa1 (LGD 2,
  26%) from (LGD 2, 25%)

Moody's last action on Harrah's took place on May 29, 2009, when
Moody's changed the rating on the $1.375 billion first lien notes
due 2017 issued by Harrah's Operating Escrow LLC and Harrah's
Escrow Corporation to Caa1 from Caa3.


HERBST GAMING: Voting Creditors Accept First Amended Plan
---------------------------------------------------------
Herbst Gaming, Inc., on September 18, 2009, filed with the
Bankruptcy Court a Certification of Acceptance of Debtors' First
Amended Plan of Reorganization reporting that each class of claims
from whom solicitation was required had accepted the Debtors'
First Amended Plan of Reorganization as of the voting deadline on
September 15.

Roughly 97% of the number of votes from Holders of Class 3 Senior
Credit Facility Claims accepted the Plan.  Roughly 88.6% in amount
of Class 3 Claims -- $654,486,580 of $738,395,231 -- voted to
accept the Plan.

Roughly 100% in the number of Votes from Holders of Class 7
Intercompany Claims and roughly 100% in the amount of Class 7
Claims -- $169,391,513.41 -- voted to accept the Plan.

Class 1 Other Priority Claims is unimpaired under the Plan.
Holders of Class 1 Claims are deemed to accept the Plan;
therefore, solicitation was not required.

Class 2 Other Secured Claims is unimpaired under the Plan.
Holders of Class 2 Claims are deemed to accept the Plan;
therefore, solicitation was not required.

Class 4 General Unsecured Claims is unimpaired under the Plan.
Holders of Class 4 Claims have deemed to accept the Plan;
therefore, solicitation was not required.

Class 5 Senior Subordinated Note Claims is impaired under the
Plan.  Class 5 Claims are deemed to have rejected the Plan and are
not entitled to vote on the Plan; therefore, solicitation was not
required.

Class 6 Section 726(A)(4) Claims is impaired under the Plan.
Class 6 Claims are deemed to have rejected the Plan and are not
entitled to vote on the Plan; therefore, solicitation was not
required.

Class 8 Equity Interests in Herbst Gaming is impaired under the
Plan.  Class 8 Claims are deemed to have rejected the Plan and are
not entitled to vote on the Plan; therefore, solicitation was not
required.

Class 9 Intercompany Interests is impaired under the Plan.  Class
9 Claims are deemed to have rejected the Plan and are not entitled
to vote on the Plan; therefore, solicitation was not required.


As reported by the Troubled Company Reporter on August 17, 2009,
the U.S. Bankruptcy Court for the District of Nevada entered on
August 10, 2009, an order approving a second amended disclosure
statement related to the first amended joint plan of
reorganization filed by Herbst Gaming, Inc., and certain of its
subsidiaries.  The Court will hold a hearing to consider
confirmation of the Plan on October 28, 2009, at 10:00 a.m. (PDT),
and October 29.  The Debtors mailed the Disclosure Statement, the
Plan and ballots on August 12.  The deadline for submitting
ballots been established as September 15, 2009.

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


IDEARC INC: Reorganizes Sales Divisions From Three to Two
---------------------------------------------------------
Scott Klein, Idearc Inc.'s Chief Executive Officer, on
September 21, 2009, announced the reorganization of the
Corporation's Sales divisions from three to two -- East and West.
As part of the reorganization, Scott Laver's position as Executive
Vice President -- Central is being eliminated, effective
immediately.  Mr. Laver will retire from the Corporation,
effective September 30, 2009.

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

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

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

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

                        About Idearc Inc.

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

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


INN OF THE MOUNTAIN: In Talks with Debtholders on Missed Payment
----------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino filed with the
Securities and Exchange Commission its quarterly report for period
ended April 30, 2008.

The Company's balance sheet at April 30, 2009, showed total assets
of $205,096,765 and total liabilities of $223,714,954, resulting
in a stockholders' deficit of $18,618,189.

For three months ended April 30, 2009, the Company reported a net
income of $2,430,638 compared with a net income of $2,179,382 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 The
Company incurred significant losses and did not generate
sufficient cash to make the May 15, 2009, interest payment on its
12% senior notes due 2010.  This non-payment of interest
constitutes an event of default under the indenture governing the
senior notes. The Company is in discussions with certain of its
debtholders regarding the issues.  As of July 31, 2009, the
Company had negative working capital of $218,000,000 and a total
deficit of $30,100,000.

The Company added that in the event that IMG Resort and Casino is
unable to refinance or restructure its debt, IMG Resort and Casino
will be left without sufficient liquidity and IMG Resort and
Casino will not be able to meet the debt service requirements and
repayment obligations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4570

Inn of the Mountain Gods Resort and Casino (IMG Resort and Casino)
is a wholly-owned enterprise of the Mescalero Apache Tribe (the
Tribe), which manages and owns resort, hotel and gaming
enterprises of the Tribe, including the IMG Resort and Casino and
its subsidiaries, which include Casino Apache, Casino Apache
Travel Center, Ski Apache and Inn of the Mountain Gods. IMG Resort
and Casino is located on tribal land in Mescalero, New Mexico and
consists of a full-service casino, the travel center, offering
17,000 square feet of gaming space including 476 slot machines, 11
table games, ski resort, golf course; big-game hunting and various
other outdoor recreational activities.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2009,
Moody's Investors Service lowered Inn of the Mountain Gods Resort
and Casino's probability of default rating to Ca/LD from Ca.  The
corporate family rating and the senior unsecured notes rating were
affirmed at Ca.


INSIGHT HEALTH: Warns It May Not Refinance Floating Rate Notes
--------------------------------------------------------------
InSight Health Services Holdings Corp. said its 2007
reorganization significantly deleveraged its balance sheet and
improved its projected cash flow after debt service.  InSight
Health, however, noted it still has a substantial amount of debt,
which requires significant interest and principal payments.

As of June 30, 2009, InSight Health had total indebtedness of
roughly $298.2 million in aggregate principal amount, including
InSight's $293.5 million of senior secured floating rate notes due
2011, or floating rate notes.

InSight Health believes that future net cash provided by operating
and investing activities and its credit facility will be adequate
to meet its operating cash and debt service requirements for at
least the next 12 months.  InSight Health, nevertheless, warned
the floating rate notes mature in November 2011 and unless its
financial performance significantly improves, it can give no
assurance that its will be able to refinance the floating rate
notes on commercially reasonable terms, if at all.

On May 29, 2007, InSight Health Services Holdings Corp. and
InSight Health Services Corp. filed voluntary petitions to
reorganize their business under chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware (Case
No. 07-10700).  The filing was in connection with a prepackaged
plan of reorganization and related exchange offer.  The other
subsidiaries of Holdings were not included in the bankruptcy
filing and continued to operate their business.

On July 10, 2007, the bankruptcy court confirmed Holdings' and
InSight's Second Amended Joint Plan of Reorganization pursuant to
Chapter 11 of the Bankruptcy Code.  The plan became effective and
Holdings and InSight emerged from bankruptcy protection August 1,
2007, or the effective date.

Pursuant to the confirmed plan of reorganization and the related
exchange offer, (1) all of Holdings' common stock, all options for
Holdings' common stock and all of InSight's 9.875% senior
subordinated notes due 2011, or senior subordinated notes, were
cancelled, and (2) holders of InSight's senior subordinated notes
and holders of Holdings' common stock prior to the effective date
received 7,780,000 and 864,444 shares of newly issued Holdings'
common stock, respectively, in each case after giving effect to a
one for 6.326392 reverse stock split of Holdings' common stock.

At June 30, 2009, Insight had $176.1 million in total assets
against accounts payable and accrued expenses of $36.0 million,
notes payable, including current maturities, of $279.9 million,
capital leases, including current maturities, of $4.0 million; and
stockholders' deficit of $153.9 million.

                           About InSight

Lake Forest, California-based InSight Health Services Holdings
Corp. (OTCBB: ISGT) is a provider of diagnostic imaging services
through a network of fixed-site centers and mobile facilities.
InSight serves a diverse portfolio of customers, including
healthcare providers, such as hospitals and physicians, and
payors, such as managed care organizations, Medicare, Medicaid and
insurance companies, in over 30 states, including the following
targeted regional markets: California, Arizona, New England, the
Carolinas, Florida and the Mid-Atlantic states.  As of June 30,
2009, InSight's network consists of 61 fixed-site centers and 112
mobile facilities.


INTEGRAL VISION: Registers 20.8 Mil. Shares for Resale
------------------------------------------------------
Integral Vision, Inc., filed a prospectus covering 20,812,450
shares of the Company's common stock which may be disposed of by
selling shareholders.

Integral Vision will receive no part of the proceeds from
dispositions of the shares covered by the prospectus.  The
prospectus relates to shares of Integral Vision common stock
underlying outstanding warrants and convertible notes and there
can be no assurance that any of the outstanding warrants or
convertible notes will be exercised or converted.  If all of the
outstanding warrants are exercised for cash, Integral Vision may
receive proceeds of up to roughly $380,600.50.

The prospectus also covers, to the extent permitted by Rule 416
under the Securities Act, such indeterminate number of additional
shares of common stock as may become issuable upon the exercise
and conversion of such warrants and notes to prevent dilution
resulting from stock splits, stock dividends or similar events.

Integral Vision will pay the expenses incurred in connection with
the registration of the shares, but all selling and other expenses
incurred by the selling shareholders will be borne by the selling
shareholders.

The shares of common stock covered by this prospectus are
"restricted securities" under the Securities Act of 1933, as
amended, before their sale under this prospectus.

A full-text copy of the prospectus is available at no charge at
http://ResearchArchives.com/t/s?4577

As of June 30, 2009, the Company had $920,000 in total assets and
$8,017,000 in total liabilities, resulting in $7,097,000 in
stockholders' deficit.  As of December 31, 2008, the Company had
$1,037,000 in total assets and $7,121,000 in total liabilities,
resulting in $6,084,000 in stockholders' deficit.

The Company's independent auditors included a "going concern"
uncertainty in their audit report on the Company's audited
financial statements for the years ended December 31, 2008, and
2007.

Integral Vision, Inc., develops, manufactures and markets flat
panel display inspection systems to ensure product quality in the
display manufacturing process.


IRVINE SENSORS: Optex Unit Files for Chapter 7 Bankruptcy
---------------------------------------------------------
Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors Corporation, on September 21, 2009,
filed a voluntary petition for relief under Chapter 7 of the
United States Bankruptcy Code in the United States Bankruptcy
Court in California.

Optex's assets were sold in October 2008 pursuant to a UCC public
foreclosure sale to a Delaware corporation controlled by the
Company's senior lenders, and Optex has not conducted any
operations since that time.

In connection with the jury verdict awarding Timothy Looney
liquidated damages of $105,000 in one of his lawsuits against the
Company, the Company disclosed that it may also be liable for Mr.
Looney's legal expenses.  On September 15, 2009, a court order was
issued awarding Mr. Looney $834,275 in attorneys' fees.  The
Company currently plans to file post trial motions or an appeal to
overturn the jury's verdict and the related attorneys' fees award.

                       About Irvine Sensors

Headquartered in Costa Mesa, California, Irvine Sensors
Corporation (NASDAQ: IRSN) -- http://www.irvine-sensors.com/-- is
a vision systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating such products and research and development
related to high density electronics, miniaturized sensors, optical
interconnection technology, high speed network security, image
processing and low-power analog and mixed-signal integrated
circuits for diverse systems applications.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IVIVI TECHNOLOGIES: To Sell All Assets to Insider Group
-------------------------------------------------------
Ivivi Technologies, Inc., on September 24 said it has entered into
an asset purchase agreement to sell substantially all of its
assets to an entity controlled by Steven Gluckstern, the Company's
Chairman, President, Chief Executive Officer and Chief Financial
Officer.

The purchase price to be paid to the Company under the terms of
the Asset Purchase Agreement will equal the aggregate of (i) the
principal and interest outstanding, as of closing, under the
Company's loan with Emigrant Capital Corp., which was
approximately $2,620,000 as of September 21, 2009, and (ii)
$475,000; provided, that the aggregate purchase price specified in
clauses (i) and (ii) would not be in excess of $3.15 million.  The
closing of the transactions contemplated by the Asset Purchase
Agreement is subject to certain customary conditions, including
the receipt of approval by the Company's shareholders of the
transactions contemplated by the Asset Purchase Agreement.

Under the terms of the Asset Purchase Agreement, the Company and
Foundation Ventures, LLC, the Company's investment banker, will
continue to have the right to solicit other proposals regarding
the sale of the Company's assets and equity until receipt of the
approval by the Company's shareholders of the transactions
contemplated by the Asset Purchase Agreement. Prior to the receipt
of approval by the Company's shareholders of the transactions
contemplated by the Asset Purchase Agreement, the Company may
terminate the Asset Purchase Agreement under specified
circumstances in order to enter into a definitive agreement
implementing a Superior Proposal (as defined in the Asset Purchase
Agreement). If the Company terminates the Asset Purchase Agreement
to enter into a Superior Proposal, the Company is required to pay
the Buyer a termination fee equal to $90,000.

In connection with the signing of the Asset Purchase Agreement,
the Buyer, the Company and certain shareholders of the Company,
who have the power to vote approximately 39.5% (and together with
the Company's common stock held by Steven M. Gluckstern,
approximately 51.3%) of the Company's common stock, entered into a
Voting Agreement. Pursuant to the Voting Agreement, the signatory
shareholders agreed to vote their shares of the Company's common
stock in favor of the transactions contemplated by the Asset
Purchase Agreement. In the event that the Company terminates the
Asset Purchase Agreement in connection with a Superior Proposal,
the Voting Agreement will also terminate.

The transaction was reviewed by a special committee of the board
of directors of the Company comprised of independent directors.
The special committee engaged Foundation to evaluate the
transaction and to solicit other proposals and assist the special
committee in analyzing and evaluating other proposals, if any,
received by the Company. Although the Company and Foundation have
received a few inquiries and requests for due diligence materials
from potentially interested parties, the Company has not received
any competing offers. The transaction was unanimously approved by
the special committee and recommended to the board of directors of
the Company by the special committee. The board of directors of
the Company also unanimously approved the transaction. In
approving the transactions contemplated by the Asset Purchase
Agreement (including the consideration to be paid by the Buyer for
the Company's assets), the special committee and the board of
directors of the Company considered the lack of a current market
for the Company's assets, equity and debt, previous unsuccessful
attempts over more than 12 months to obtain additional capital for
the Company, the right to continue to solicit other proposals for
the Company, the Company's obligations to Emigrant, a fairness
opinion from Foundation and other considerations.

In connection with the execution of the Asset Purchase Agreement,
Emigrant and the Company entered into an Amended and Restated
Forbearance Agreement under which Emigrant agreed to extend the
forbearance period through the earlier of (i) November 30, 2009
and (ii) the occurrence of a termination event under the Amended
and Restated Forbearance Agreement.  The Amended and Restated
Forbearance Agreement also provides for an increase in the
interest rate to be paid with respect to the Loan to the lesser of
(i) 18% or (ii) the maximum rate permitted by law during the
forbearance period. In addition, in the event the Company
completes a Superior Proposal under which the purchase price
exceeds $3.15 million, Emigrant shall be entitled to receive an
additional fee equal to the lesser of (i) 20% of such excess
amount or (ii) $175,000.

In the event the transaction with the Buyer is completed,
following the closing, it is likely that the Company's liabilities
will exceed its available cash and the Company's board of
directors may elect to liquidate the Company and utilize its
available cash and assets to repay its outstanding creditors to
the extent of its remaining assets.  Following such repayment, the
Company does not believe that there will be any assets remaining
to distribute to the Company's shareholders.  In the event the
Company does not successfully complete the transactions
contemplated by the Asset Purchase Agreement or complete a
Superior Proposal, the Company will not be able to meet its
obligations under the Loan and Emigrant will have the right to
foreclose under the Loan, which is secured by all of the Company's
assets.  In such an event, the Company would have to cease its
operations or file for bankruptcy protection.

                     About Ivivi Technologies

Based in Montvale, NJ, Ivivi Technologies, Inc. is a medical
technology company focusing on designing, developing and
commercializing its proprietary electrotherapeutic technology
platform, with a primary focus on developing treatments for
cardiovascular disease.  Ivivi's research and development
activities are focused specifically on targeted pulsed
electromagnetic field, or tPEMF(TM) technology, which, by creating
a therapeutic electrical current in injured soft tissue, is
believed to modulate biochemical and physiological healing
processes to help reduce related pain and inflammation. The
Company's most recent clinical studies have shown reductions in
anginal pain and increases in blood flow to the heart in certain
cardiac patients; however, additional studies are required in this
area.  The Company expects to develop new tPEMF(TM) devices and to
seek strategic partners to pursue the cardiac market and others,
such as osteoarthritis, neurology and other inflammatory-related
conditions if FDA marketing approvals or clearances can be
achieved in these areas.


JEFFREY LAMBERT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Jeffrey Lambert
               Tracy Lambert
                  fka Tracy Elaine Windischman
               24 West Zion Ridge Drive
               Mount Carmel, UT 84755

Bankruptcy Case No.: 09-30350

Chapter 11 Petition Date: September 23, 2009

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

Debtors' Counsel: Charles Todd Wright, Esq.
                  Piet & Wright
                  509 South 7th Street
                  Las Vegas, NV 89101
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


JEWETT TUCKER: Case Converted to Chapter 7 Liquidation
------------------------------------------------------
WestLaw reports that upon determining that "cause" existed to
dismiss or convert a debtor's individual Chapter 11 case based on
his continued delay in filing monthly operating reports, and based
on the inaccurate or misleading nature of such schedules and
reports as the debtor filed, a bankruptcy court would exercise its
authority to convert the case to Chapter 7 rather than to dismiss.
The case had been pending for more than one year, during which
time the debtor had benefited from the automatic stay despite his
failure to adhere to his duties as a debtor-in-possession.
Dismissal of the case, while subjecting the debtor to the full
range of state law creditor remedies, would not preclude him from
seeking bankruptcy relief again if creditors' state court
collection efforts proved onerous.  In re Tucker, --- B.R. ----,
2009 WL 2867736 (Bankr. S.D. Ga.).

Jewett W. Tucker, Jr., sought Chapter 11 protection (Bank. S.D.
Ga. Case No. 08-40990) on June 5, 2008, is represented by James L.
Drake, Jr., Esq., in Savannah, Ga., and estimated $50 million to
$100 million in assets and liabilities of $10 million to
$50 million at the time of the chapter 11 filing.


JL BERRIOS INVESTMENTS: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: JL Berrios Investments Corp.
        PO Box 2617
        Vega Baja, PR 00694

Bankruptcy Case No.: 09-07989

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio Fiol Matta, Esq.
                  1561 Ave Americo Miranda
                  Urb Caparra Terrace
                  San Juan, PR 00921
                  Tel: (787) 792-4368
                  Fax: (787) 792-4763
                  Email: afiollaw@gmail.com

According to the schedules, the Company has assets of at least
$1,211,350, and total debts of $1,407,216.

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

              http://bankrupt.com/misc/prb09-07989.pdf


JOHN HOLLOWAY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: John Holloway
               Karina Barbosa
               8602 Tweedy Lane
               Downey, CA 90240

Bankruptcy Case No.: 09-35629

Chapter 11 Petition Date: September 22, 2009

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

Judge: Thomas B. Donovan

Debtors' Counsel: Jason Boyer, Esq.
                  The Law Office of Jason Boyer
                  PO Box 2729
                  Venice, CA 90294-2729
                  Tel: (213) 219-9953
                  Fax: (213) 402-3008
                  Email: jasonjboyer@gmail.com

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

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

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

             http://bankrupt.com/misc/cacb09-35629.pdf

The petition was signed by the Joint Debtors.


JOSEPH PERRI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joseph J. Perri, Jr.
        602 Frederick Court
        Canonsburg, PA 15317

Bankruptcy Case No.: 09-27003

Chapter 11 Petition Date: September 22, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.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/pawb09-27003.pdf

The petition was signed by Joseph J. Perri, Jr.


KANSAS PUBLIC: Bankrupt Under Current Operating Assumptions
-----------------------------------------------------------
Kansas Public Employees Retirement System is bankrupt under
current operating assumptions, University of Kansas' Center for
Applied Economics said in its report.

KPERS, according to University of Kansas' Center, is experiencing
a funding crisis.  The recent collapse of financial markets has
resulted in a significant decrease in the value of the KPERS
portfolio.  The problems in the pension plan have emerged over
several decades, and are symptomatic of the poor incentive
structure guiding the governance of many defined-benefit public
pension plans.  The financial market turmoil has exacerbated these
problems, but KPERS is facing a long-run deterioration in its
funding status.

The Kansas legislature has enacted several reforms over the past
decade to address the KPERS funding problems.  These reforms have
included changes in benefits, increased contribution rates, and
administrative changes.  Unfortunately, these reforms have failed
to address the fundamentally flawed incentive structure built into
the KPERS defined-benefit plan.

A sharp decrease in the value of assets in the KPERS system in
2008 caused the funding ratio to fall to 49 percent. Unfunded
liabilities in the system doubled, from about $5 billion to
$10 billion.

Assuming an 8% return on assets, Kansas-government employers would
have to significantly increase contribution rates to bring the
KPERS system into actuarial balance.  This would be difficult for
state and local employers that are experiencing a revenue
shortfall.

The solution to the funding crises in KPERS will require
fundamental reform.  Everything should be on the table, including
changes in benefits and increased employee contribution rates, as
well as increased employer contribution rates.  The governments of
Kansas should also explore a complete shift to a defined-
contribution arrangement, similar to the one used by the Kansas
Regents system (and most private employers).

KansasCity.com Prime Buzz relates that KPERS executive director
Glenn Deck agrees with much of the University of Kansas' Center
report, saying that it's no secret the pension system is
struggling and that lawmakers will have to do something soon to
fix the problem.

"We certainly disagree with the assertion that we're bankrupt.
Our current benefits are safe.  We've got more than $10 billion in
assets and we're paying out benefits," Prime Buzz quoted Mr. Deck
as saying.  According to the report, Mr. Deck said that his staff
is working with lawmakers to put together a list of options for
KPERS.

The Kansas Public Employees Retirement System (KPERS) was
established in 1961 for State of Kansas public employees to
provide a defined benefit pension plan.  KPERS membership is
mandatory for employees in eligible positions regardless of age.


KENT SWIG: Close to Personal Bankruptcy Filing
----------------------------------------------
Kent Swig is exploring options including a potential bankruptcy
filing after a $28 million judgment on his defaulted Sheffield57
condo conversion project in Midtown, The New York Post reported,
citing on of Mr. Swig's advisors.  According to The Post, a source
close to the case said that Mr. Swig could be sued for borrowing
money on false statements.

The judgment, according to The Post's Jennifer Gould Keil, relates
to a lawsuit filed by hedge fund Square Mile in January after Swig
defaulted on a $21.15 million personal loan he obtained to help
finance Sheffield57, which has since ended up in foreclosure and
was auctioned off.  Square Mile claims Swig misrepresented his
assets when he obtained the loan.  Square Mile is also expected to
seek legal action against Mr. Swig after he defaulted on another
loan for $18.5 million for another development, at 25 Broad St.

Kent Swig and his Swig Equities has bought or developed more than
4 million square feet of commercial office space and 1.5 million
square feet of residential space in the city.  Mr. Swig is also
co-owner and co-chair of Terra Holdings, the parent of residential
brokers Brown Harris Stevens and Halstead Property.


LAKE AT LAS VEGAS: Former Owner Wants Bankruptcy Case Dismissed
---------------------------------------------------------------
Steve Green at Las Vegas Sun reports that Transcontinental
Properties Inc., Lake at Las Vegas Joint Venture, LLC's former
owner, is asking the court to dismiss the Company's bankruptcy
case.

The court has set a hearing for October 2 for the motion, says Las
Vegas Sun.

According to Las Vegas Sun, Transcontinental claims that the
bankruptcy case should be dismissed because it's a charade in
which Credit Suisse Group AG is both the main creditor and main
debtor.

Lawyers of Transcontinental Properties Inc. and Transcontinental
Corp. said in court documents that Lake at Las Vegas was "solidly
solvent" through mid-2004 but Credit Suisse later effectively took
over the Company.  Predatory-lending practices by Credit Suisse at
Lake at Las Vegas let it take over the golf course, resort, and
residential development in Henderson, Las Vegas Sun relates,
citing Transcontinental.

Transcontinental, Las Vegas Sun states, said that Credit Suisse
loaned the development's owners $560 million in 2004, which
refinanced $48 million in existing debt and allowed the Lake at
Las Vegas developers to earn a return on their hundreds of
millions of dollars in equity investments.  Lake at Las Vegas,
encumbered with more debt and facing a deteriorating economy,
couldn't make a loan payment in September 2007 and Credit Suisse
then took control of the project, the report states, citing
Transcontinental.  According to the report, Transcontinental said
that Lake at Las Vegas has lost more than $65 million -- losses
covered by Credit Suisse, since filing for bankruptcy.

Transcontinental said in court documents, "The debtors are kept
alive solely by their senior lender, who also happens to be, for
all practical purposes, the debtors themselves.  Credit Suisse as
the senior creditor could have achieved the same result for itself
as the owner and these Chapter 11 cases were entirely unnecessary.
These cases present the novel circumstance of a lender creating an
entity to control the debtors to give it the sham appearance of
independence."

Transcontinental claimed that the bankruptcy case was really filed
so Credit Suisse could resolve disputes with other lenders,
according to Las Vegas Sun.  Citing Transcontinental, the report
states that the bankruptcy case has accumulated $6.5 million in
professional fee expenses, money that otherwise could have been
used to pay the bills of unsecured creditors.

Las Vegas Sun relates that Transcontinental claimed that the
bankruptcy case serve no purpose since there is no equity to
reorganize, as the value of Lake at Las Vegas's real estate is
estimated at $147 million against the secured debt to Credit
Suisse totaling more than $696 million.

Lake at Las Vegas, Credit Suisse, Cayman Islands Branch, and the
Unsecured Creditors Committee argued that Transcontinental is
hoping to block threatened post-bankruptcy litigation against the
former owners of the Company, Las Vegas Sun reports.
Transcontinental is acting as a likely defendant "in certain
anticipated post-confirmation litigation against the debtors'
former insiders, including litigation to recover over $400 million
in transfers from the debtors to the debtors' former equity
holders," the report states, citing Lake at Las Vegas and its
affiliates.

Lake at Las Vegas said in court documents, "Transcontinental's
real goal in seeking the dismissal of the cases is to force the
debtors into a freefall liquidation, where the debtors will lack
the ability to cover the costs of pursuing litigation and where
the debtors will lose potential witnesses and documents that would
otherwise be used in that litigation."

Lake at Las Vegas is seeking approval during hearings October 15
and December 15 for its plan to emerge from bankruptcy, Las Vegas
Sun states.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kurtzman Carson Consultants serves as
claims and notice agent.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAUREATE EDUCATION: S&P Assigns 'B' Rating on $200 Mil. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Laureate Education Inc.'s $200 million term
loan A due 2014.  S&P rated the loan 'B' (at the same level as
S&P's 'B' corporate credit rating on the company) with a recovery
rating of '4', indicating S&P's expectation of average (30% to
50%) recovery for lenders in the event of a payment default.  S&P
expects the company to use proceeds to eliminate borrowings under
its revolving credit facility (which totaled $160 million as of
June 30, 2009) and add to cash balances.

At the same time, S&P affirmed its existing ratings on Laureate,
including the 'B' corporate credit rating.  The rating outlook
remains negative.  Total debt was $2.5 billion at June 30, 2009.

"The 'B' corporate credit rating reflects Laureate's high debt
leverage and weak cash flow measures, as well as the risks
inherent in undertaking rapid debt-financed overseas expansion,"
said Standard & Poor's credit analyst Hal Diamond.  "Also, credit
measures are exposed to volatility in exchange rates, as the
company derives roughly three-quarters of its EBITDA
internationally, and about 80% of its debt is denominated in U.S.
dollars."

Baltimore, Maryland-based Laureate provides higher education
programs through a network of more than 42 institutions in 17
countries in Latin America, Europe, and the U.S., and through its
online division.

The company's strategy is to acquire established international
institutions that may have good positions in their markets.  In
2008, the company also acquired underperforming assets in Mexico
that were initially operating at low profitability.  Laureate's
goal, broadly, is to improve curriculum and drive enrollment
growth.  About 40% of revenue, and a slightly greater percentage
of EBITDA, is earned in Mexico and Chile.  The company's campuses
in Europe account for 20% of revenues, but make a slightly smaller
contribution to profitability.  Standard & Poor's believes that
the company intends to continue growing rapidly by making
acquisitions, entering new countries, and building new campuses
over the next several years.  These plans involve considerable
execution, financial, and country risk, in S&P's view.


LEAP WIRELESS: Harbinger Cuts Equity Stake to 4.5%
--------------------------------------------------
Philip Falcone and his Harbinger hedge fund reduced their
ownership stake in Leap Wireless International, Inc., to roughly
4.5% after unloading roughly 1 million Leap shares in three
separate transactions on September 18.

Harbinger Capital Partners Master Fund I, Ltd., sold 421,168
shares at $20.35 apiece and 378,832 shares at $20.18 apiece.
Harbinger Capital Partners Special Situations Fund, L.P., sold
200,000 shares at $20.18 apiece.

Harbinger may be deemed to own in the aggregate 3,451,100 Leap
shares.

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Registers 1-MM Shares Under 2004 Stock Option Plan
-----------------------------------------------------------------
Leap Wireless International, Inc., filed with the Securities and
Exchange Commission a Registration Statement on Form S-8 to
register the offer and sale of an additional 1,000,000 shares of
common stock for issuance under the 2004 Stock Option, Restricted
Stock and Deferred Stock Unit Plan of Leap Wireless International,
Inc., as amended.

The 2004 Plan authorizes the issuance of a maximum of 9,300,000
shares of common stock.  However, the offer and sale of 8,300,000
shares of common stock, which have been or may be issued under the
2004 Plan, have previously been registered.

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: European Units Seeking Around $150 Billion
-----------------------------------------------------------
PricewaterhouseCoopers, the administrators for Lehman Brothers
Holdings Inc.'s affiliates in Europe, has already filed a claim
for about $50 billion and will seek another $100 billion before an
Oct. 22 deadline, PwC spokeswoman Stephanie Howel said Sept. 24 in
an interview with Bloomberg.

According to Josh Fineman and Christopher Scinta at Bloomberg,
Credit Suisse Group AG is trying to sell a $1 billion claim it
filed against LBHI.

Aside from PwC and Credit Suisse, parties who have filed claims in
excess of $500 million against LBHI include:

Claim No.      Claimant                           Claim Amount
---------      --------                           ------------
  10082         Wilmgington Trust, as
                  Indenture Trustee              $48,779,932,734
  17894,17538   Bundesverband Deutscher
                  Banken E.V.                    $25,725,484,071
  14826         Heron Quays (HQ2) T1 Limited      $4,280,970,000
  1612          Lehman Brothers Bank, FSB         $2,192,000,000
  18074         Barclays Bank PLC                 $1,336,813,993
  18076         Barclays Bank PLC                 $1,125,806,565
  11037         NY State Department of
                  Taxation and Finance            $1,217,149,064
  11307,11306   Morgan Stanley Capital Group      $1,019,588,693
  14971         BNP Paribas                         $895,971,755
  3813          Boise Land & Timber II, LLC         $833,781,693
  17120         OMX Timber Finance Investments
                  II, LLC                           $844,896,060
  1439          OMX Timber Finance Investments
                  II, LLC                           $833,171,475
  17755         Deutsche Bank AG, London            $801,478,085
  17321,17319   Primary Fund of the Reserve Fund    $785,000,000
  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

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 Lehman owes it money for
leases at former headquarters at Canary Wharf, in London.

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.

Lehman Brothers' creditors filed more than 16,000 claims against
the failed investment bank before the Sept. 22 deadline.

                      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: Barclays Refutes Charges on $8 Bil. Windfall
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors asked
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York to reconsider his prior decision authorizing
the sale of the Debtors' North American broker-dealer business to
Barclays Capital Inc.

The move came following the results of LBHI's investigation into
the sale, showing that the deal that closed differed materially
from the one approved by the Court.  The investigation showed
that the deal was actually structured to give Barclays "immediate
and enormous windfall profit" in the sum of $8.2 billion.

"This immediate windfall to Barclays was not disclosed to the
boards of LBHI or Lehman Brothers Inc., was not revealed in the
agreement the Court was asked to approve, and was never disclosed
to the Court until now," says LBHI's counsel, Robert Gaffey,
Esq., at Jones day, in New York.

The proposed revision of the sale order drew flak from Barclays,
which argues that LBHI is trying "to re-trade the deal on the
basis of a meritless argument" now that the economy has begun to
stabilize, according to a September 15 report by Times Online.

"This is an opportunistic claim," Barclays spokesman Michael
O'Looney told the Wall Street Journal.

Barclays' acquisition of LBHI's U.S. assets sent it scaling up
the ranking of the U.S. investment banking scene.  The U.K.
bank's fixed income division was ranked No. 1 in an Institutional
Investor annual poll of bond investors earlier this month,
according to a September 16 report by Forbes.com.

                       Lehman's Accusations

Some Lehman executives allegedly agreed to give Barclays an
undisclosed $5 billion discount off the book value of securities
that were transferred to the U.K. bank, and later agreed to give
billions more that the bank demanded, Mr. Gaffey says in court
filings.

Mr. Gaffey adds that the asset purchase agreement signed off by
the Court stated that the securities transferred to Barclays were
about $70 billion as of September 16, 2008, when their book value
was actually $5 billion higher.

The persons who participated in the sale negotiations also
allegedly abandoned the original structure stated in the asset
purchase agreement and, without disclosure, decided to deliver
securities to Barclays by terminating a repurchase agreement it
inked with Lehman Brothers Inc., LBHI's retail brokerage.

The repurchase agreement dated September 18, 2008, authorized
Barclays to transfer $45 billion in cash to LBI in return for
about $50 billion of securities, subject to LBI's right to
repurchase those securities at the same price from the U.K. bank
at a later date.

According to Mr. Gaffey, some Lehman and Barclays executives did
not proceed with their original plan to mark down the value of
the securities on Lehman's books to fit the undisclosed discount
but instead terminated the repurchase agreement, which they found
to be a better way to deliver the discount to Barclays.

"Changing the deal in this way orchestrated an exchange of
$50 billion in securities for a payment of only $45 billion, thus
giving Barclays the agreed upon $5 billion undisclosed discount,"
Mr. Gaffey points out.

LBHI wants the Court to, among other things, compel Barclays to
return the $8.2 billion it received, which requires revision of
the sale order.  The proposed revision is scheduled for a hearing
on October 15, 2009.

         Committee & LBI Trustee Back Proposed Revision

The Official Committee of Unsecured Creditors and James Giddens,
LBI's trustee, expressed support for the approval of LBHI's
request.

The Creditors' Committee asserts that its own investigation
confirmed its suspicion that the estates lost billions of dollars
of assets for no additional consideration due to lack of
transparency.

"The sale transaction that ultimately closed was far different
from that described to the Court and the Committee.  Not only
were extensive structural changes implemented after the Court
entered the sale order but Barclays extracted billions of dollars
worth of additional assets from these estates," the panel says.

Mr. Giddens says he supports LBHI's move insofar as the proposed
revision relates to undisclosed benefits that Barclays realized
from the sale, including the multi-billion dollar discount and
the U.K. bank's failure to assume $1.5 billion in so-called
contract cure liabilities.

Mr. Giddens also filed his own motion in LBI's liquidation
proceeding, focusing on the billions of dollars of additional LBI
assets that are subject to a dispute between Barclays and the
trustee.  The motion, which is set to be heard on October 15,
2009, seeks a court ruling exempting the trustee from the sale
order to the extent the sale order authorizes the transfer of the
disputed assets to the U.K. bank.

                      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: Court OKs Protocol for Derivative Contract Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Debtors to implement a process for prosecuting
their claims under pre-bankruptcy derivative contracts with
monetary recovery potential.

The court order dated September 17, 2009, however, does not
authorize the Debtors to implement the process with respect to
derivative contracts that have not been terminated, and to which
a counterparty has not failed to make a payment or fulfill its
obligation to the Debtors.  The court-approved process cannot
also be used as a substitute for chapter 11 claims procedures,
according to the order.

Any trustee, indenture trustee or person acting in fiduciary
capacity in connection with a trust or other financing
arrangement relating to the derivative contracts with recovery
potential is covered by the court order.

The Court appointed James Freund of Skadden Arps Slate Meagher &
Flom LLP, Ralph Mabey of Stutman Treister & Glatt and David
Geronemus, a full-time neutral with JAMS, as mediators for
disputes related to the derivative contracts which the Debtors
and the counterparty have failed to resolve.  If any of these
mediators is not available, another mediator will be selected by
the Court upon notice to the Debtors and other concerned parties.

All mediation proceedings will take place in New York, New York,
unless agreed to by the parties and the mediator.

Judge Peck overruled objections to the proposed resolution
process stating that the goal is "to get to an ADR process that
encourages parties to write checks," the Wall Street Journal
reported.  "I think these procedures are quite appropriate."

                      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: HK Agency Reviewing 522 Non-Minibond Cases
-----------------------------------------------------------
The Hong Kong Monetary Authority (HKMA) announced Sept. 18 that
there are currently 522 Lehman-Brothers-related non-minibond cases
under disciplinary consideration.  These are cases which have gone
through detailed investigation by the HKMA.

Since 17 October 2008 the HKMA has referred a total of 334 Lehman-
Brothers-related non-minibond cases (unchanged from last week) to
the Securities and Futures Commission (SFC) for further action.
These cases have been reviewed by the HKMA, which has determined
that there are sufficient grounds for referring them to the SFC to
facilitate its investigations into banks.

The HKMA has, up to 17 September 2009, received 21,660 complaints
concerning Lehman-Brothers-related products, of which 7,767 relate
to non-minibond products.  In respect of the Lehman- Brothers-
related non-minibond complaints, 7,692 cases have gone
through the preliminary assessment process and, as a result, the
HKMA is currently investigating 2,586 cases and seeking further
information on 2,964 cases.  A total of 1,620 Lehman-Brothers-
related non-minibond complaints have been closed as there was not
sufficient prima facie evidence found after the preliminary
assessment process or no sufficient grounds and evidence found
after detailed investigations.  Of the minibond complaints,
13,115 cases are eligible for the Lehman-Brothers Minibonds
Repurchase Scheme or the voluntary offer made by the distributing
banks to customers with whom they had reached settlements before
the Scheme was introduced.  Seven hundred and forty minibond
complaints involving customers who are not eligible for, or have
indicated that they do not accept, the repurchase offer under the
Scheme or whose cases require clarification from the banks will
continue to be handled by the HKMA if the complaints cannot be
resolved by the enhanced complaint handling system introduced by
the distributing banks as agreed by the regulators.

"The HKMA has received 446 minibond complaints involving customers
who are not eligible for the Scheme.  The HKMA has referred these
complaints to the distributing banks and required them to handle
all these cases under the enhanced complaint handling system as
soon as possible.  Complainants do not need to re-lodge their
complaints with the distributing banks as the banks will contact
them directly and explain to them the arrangement of the system.
If there is any case which cannot be resolved under the enhanced
complaint handling system within one month since our referral,
distributing banks are required to submit to the HKMA all relevant
information in relation to such cases and the HKMA will then
follow up these cases shortly," said an HKMA spokesperson.

Since 7 August 2009, 16 minibond distributing banks have begun the
issue of repurchase offer letters to eligible customers (about
25,000 customers) under the Scheme.  Up to 16 September 2009,
21,044 customers have responded to the repurchase offers, of whom
20,828 customers or 99.0% have accepted the offers.

"Eligible customers should consider carefully the terms of the
offer and his or her personal circumstances before deciding
whether to accept the offer from the distributing banks," added
the HKMA spokesperson.

                      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: LCPI Proposes to Complete Deal in SCC Bankruptcy
-----------------------------------------------------------------
Lehman Commercial Paper Inc. seeks approval of the U.S.
Bankruptcy Court for the Southern District of New York to
consummate the transactions contemplated in the Chapter 11 plan
it proposed for the subsidiaries of SCC Acquisitions Inc.

LCPI made the move to increase its prospect for recovery from
SCC's subsidiaries, which availed of more than $2 billion from
LCPI and its affiliates including Lehman ALI Inc., OVC Holdings
LLC and Northlake Holdings LLC.  SCC's subsidiaries are currently
in bankruptcy before the U.S. Bankruptcy Court for the Central
District of California.

LBHI and its affiliates committed to fund continuing costs
necessary to preserve the value of 18 SCC Projects.  The loans
totaled $2.3 billion.  The amounts loaned and to be advanced by
Lehman are all secured by, among other things, first priority
trust deeds on the Projects' real property.

LCPI's attorney, Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, says there is no guarantee that the proposed
plan will be confirmed by the California bankruptcy court.  The
proposed plan, however, will increase the prospect for the Lehman
lenders' recovery of the debts owed by SCC's subsidiaries and
enable a timely resolution of the subsidiaries' bankruptcy cases,
Mr. Waisman says.

Under the proposed plan, LCPI and the other Lehman lenders agreed
to earmark as much as $15 million to settle certain equitable
subordination claims made against them by SCC's subsidiaries on
behalf of their non-Lehman unsecured creditors.  The proposed
plan also grants the Lehman lenders or any other entity, which
either asserts to be or is determined by the California
bankruptcy court to be the owner of any of the loans, the right
to credit bid on certain of the properties securing the
$2 billion loan.

LCPI 's disclosure statement detailing its proposed plan for SCC's
subsidiaries, is set to be heard on October 15, 2009, before the
California bankruptcy court.

Full-text copies of LCPI's proposed chapter 11 plan and the
disclosure statement for SCC's subsidiaries is available without
charge at:

  http://bankrupt.com/misc/LehmanPlanSCC.pdf
  http://bankrupt.com/misc/LehmanDisclosureStatementSCC.pdf

                      SunCal's Stand

In a hearing held September 22, 2009, SunCal lawyers argued that
Lehman's claims in the projects should be thrown out as they are
based on about $1.5 billion in loans Lehman sold shortly before
it filed for bankruptcy in September 2008, Bloomberg News
reported.  Lehman, the report said, 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.

California bankruptcy judge Erith A. Smith said she will try to
rule on the issue by October 15.  However, the judge has already
tentatively said that she would grant SunCal's request to strike
Lehman's claim in part because Lehman failed to disclose who they
truly represented when filing the claims," Bloomberg said.

                      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: LCPI Proposes to Purchase Fairpoint Participation
------------------------------------------------------------------
Lehman Commercial Paper Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to buy a
participation from a securitization trust.

LCPI intends to purchase a participation in a loan known as
FairPoint Communications Term Loan A, which it previously
assigned to Variable Funding Trust 2008-1, a Delaware statutory
trust.  The participation, which has a current notional value of
$59,284,919, was pledged by VFT 2008 to The Bank of New York
Trust Company N.A. for the notes that the securitization trust
issued to The Metropolitan Life Insurance Company under a note
purchase agreement dated May 9, 2008.

VFT 2008 issued the notes in return for availing up to $500
million from MetLife.  Repayment of the notes are guaranteed by
Lehman Brothers Holdings Inc., and are secured by collateral in
the form of participations in corporate loans that it sold and
assigned to VFT 2008.

LCPI's attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, says LCPI could realize the full value
of its interest in the term loan through the proposed purchase
rather than a sale of the participation to a third party at the
current market price.

"The Fairpoint loan is currently trading at 76.25 percent of its
par value.  LCPI believes that it is possible that the FairPoint
loan will be trading at a significantly higher market rate within
the next eighteen months," Ms. Marcus says in court papers.

LCPI, Ms. Marcus says, intends to buy the participation from VFT
2008 for a price equal to 76.25% of the notional value of the
participation as of the date of the purchase.  If the notional
value on the date of the purchase is equal to $59,284,919, the
participation would be bought by about $45.2 million.

Under the transaction, LCPI will cause VFT 2008 to prepay the
outstanding balance of the notes it issued to MetLife by an
amount equal to the purchase price, upon the consummation of the
purchase.  In return, MetLife will cause BNY to waive and release
its interest in the participation.  At the conclusion of the
proposed transaction, LCPI would own the beneficial interest in
the portion of the loan that is the subject of the participation,
free and clear of all liens.

The hearing to consider approval of LCPI's request is scheduled
for October 14, 2009.  Creditors and other concerned parties have
until October 1, 2009, to file their objections.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes DiscoverReady as Contract Attys Provider
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval of the U.S. Bankruptcy Court for the Southern District
of New York to employ DiscoverReady LLC as provider of contract
attorneys effective October 15, 2008.

The Debtors tapped the firm to provide them with lawyers who
would review documents and assist in the production of those
documents in connection with the investigation being conducted by
Anton Valukas, the examiner appointed by the bankruptcy court,
and by the Securities and Exchange Commission.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says the employment of the contract attorneys through
DiscoverReady would help the Debtors avoid the unnecessary
expense of hiring an outside law firm or additional in-house
attorneys to provide the services.

Rather than paying DiscoverReady an hourly rate for its services,
the Debtors negotiated a fixed fee amount per document that is
reviewed.  A copy of the document detailing the firm's fee
structure is available for free at:

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

The Debtors will also reimburse DiscoverReady for all pre-
approved travel and other out-of-pocket costs and expenses
incurred by the firm in connection with its services.

In connection with DiscoverReady's employment, the Debtors also
seek a court ruling exempting the firm from filing interim fee
applications or fee statements.  Each contract attorney, however,
will be required to execute an affidavit and disclosure
statement, certifying that he does not represent or hold interest
adverse to the Debtors and their estates.

                      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 Has Recovered $30 Billion in Client Assets
---------------------------------------------------------------
On its online Web site, PricewaterhouseCoopers LLP, the
administrator of Lehman Brothers Holdings Inc.'s European units,
disclosed that a year since the collapse of LBHI, the firm had
recovered about $30 billion of client assets, of which
$13 billion had already been returned.

PricewaterhouseCoopers also disclosed that $100 billion claim was
filed into U.S.-based Lehman units, 800,000 failed transactions
were being unwound and $9 billion of cash had been recovered for
clients so far.

In other news, PwC have called for a key element of U.S.
bankruptcy rules to be introduced in the United Kingdom to help
the administrators "avoid trawling through 'billions of dollars'
of claims that would otherwise have been avoided," David Jetuah
of Accountancy Age reported on September 17, 2009.

Under U.S. Chapter 11, creditors of an insolvent company are
stopped from getting their hands on a share of a trust in which
the company has invested in.  The so-called U.S. "anti-
alienation" provisions would have provided Lehman UK's
administrators some breathing space as certain asserts are ring-
fenced from creditors, according to Steve Pearson, joint
administrator of Lehman Europe.

                      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)


LIVE CURRENT: Posts $2.3MM Net Loss in Six Months Ended June 30
---------------------------------------------------------------
Live Current Media Inc. posted a net loss of $1,415,430 for three
months ended June 30, 2009, compared with a net loss of $2,150,570
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2,331,839 compared with a net loss of $4,238,400 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, total assets of
$5,231,556, total liabilities of $4,369,872 and a stockholders'
equity of $861,684.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?456d

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.


LOUISIANA FILM: Files Required Documents, Discloses $2.8MM Debt
---------------------------------------------------------------
Louisiana Film Studios LLC CEO Wayne Read has filed required
documents in the U.S. Bankruptcy Court, listing $2.8 million in
debt, including under $1.7 million owed to present and past
members of the New Orleans Saints who thought they were buying
state film tax credits, court documents say.

According to court documents, Louisiana Film also owes $700,000 to
a construction company half-owned by former Saints player Kevin
Houser.

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


MAGNA ENTERTAINMENT: Court Decision May Derail Thistledown Sale
---------------------------------------------------------------
The Associated Press reports that a state Supreme Court decision
that allows a vote on a slots proposal could derail plans by
Harrah's Operating Co., Harrah's Entertainment Inc.'s wholly owned
subsidiary, to acquire Magna Entertainment Corp.'s Thistledown
track for $89.5 million.

As reported by the TCR on September 24, 2009, the U.S. Bankruptcy
Court for the District of Delaware approved an agreement for the
sale of Thistledown to Harrah's Operating Company.  Closing of the
sale is subject to satisfaction of certain conditions and receipt
of all required regulatory approvals.

According to The AP, Harrah's Operating Company is permitted to
walk away from the deal if the state's plan to put lottery-run
slot machines at horse tracks is put on hold for a vote.  The AP
relates that the Supreme Court said on Monday that the governor's
plan is subject to approval by voters.

         Magna Entertainment's 11th Default Status Report

MEC has filed its eleventh bi-weekly default status report under
National Policy 12-203 of the Canadian Securities Administrators,
pursuant to which MEC announced that it would not be filing its
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, nor would it be filing quarterly reports on Form 10-Q, with
the U.S. Securities and Exchange Commission or the Canadian
securities regulators during the period it continues to operate
its business as a debtor-in-possession under the United States
Bankruptcy Code.  Since announcing the original notice of default
on March 26, 2009, and filing its first default status report on
April 7, 2009, its second default status report on April 28, 2009,
its third default status report on May 29, 2009, its fourth
default status report on June 12, 2009, its fifth default status
report on June 26, 2009, its sixth default status report on
July 10, 2009, its seventh default status report on July 24, 2009,
its eighth default status report on August 7, 2009, its ninth
default status report on August 25, 2009 and its tenth default
status report on September 9, 2009, there have not been any
material changes to the information contained therein, nor any
failure by MEC to fulfill its intentions stated therein, and there
are no additional defaults or anticipated defaults subsequent
thereto.  The Company intends to file its next default status
report on October 8, 2009.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MECHANICAL TECHNOLOGY: Board Approves Amended 2006 Equity Plan
--------------------------------------------------------------
The Board of Directors of Mechanical Technology, Incorporated, on
September 16, 2009, approved the adoption of the Amended and
Restated 2006 Equity Incentive Plan for the purpose of increasing
the aggregate number of shares of Common Stock the Company may
issue under the Amended Plan from 250,000 (reflecting the 8-for-1
reverse stock split effective May 2008) to 600,000, to remove the
requirement that stockholder approval is required for material
changes or amendments to the Amended Plan since the Company's
Common Stock is no longer listed on The Nasdaq Stock Market, and
to make certain other changes as set forth in the Amended Plan.

The Company's 2006 Equity Incentive Plan was originally adopted
and effective upon approval by the Company's stockholders of the
Original Plan on May 18, 2006.

On June 5, 2006, the Company filed with the Securities and
Exchange Commission a Registration Statement on Form S-8 (File No.
333-134730) registering 250,000 shares (as adjusted to reflect a
eight-for-one reverse stock split effected in May 2008) of its
common stock pursuant to the 2006 Equity Plan.  On September 18,
2009, the Company filed another Registration Statement on Form S-8
to register an additional 350,000 shares of Common Stock that may
be issued pursuant to the 2006 Plan.

           Restricted Stock Grants to Outside Directors

On September 16, 2009, the Board of Directors approved the grant
of 15,000 shares of fully-vested nonqualified stock options
exercisable for the purchase of Common Stock under the Company's
Amended Plan to each of Thomas J. Marusak, William P. Phelan, Dr.
Walter L. Robb and E. Dennis O'Connor, the Company's outside
directors.  The Options were issued to the Outside Directors
effective September 18, 2009, and are each subject to the terms
and conditions of a Director Award Agreement (Non-Qualified Stock
Option) entered into by and between the Company and each of the
Outside Directors, respectively, and the Amended Plan.

                           Going Concern

The Company incurred significant losses as it continued to fund
the direct methanol fuel cell product development and
commercialization programs of its majority owned subsidiary, MTI
MicroFuel Cells Inc., and had a consolidated accumulated deficit
of $119,258,000 and working capital deficit of $1,079,000 at
June 30, 2009.  Because of these losses, limited current cash and
cash equivalents, negative cash flows and accumulated deficit, the
report of the Company's independent registered public accounting
firm for the year ended December 31, 2008, expressed substantial
doubt about the Company's ability to continue as a going concern.

In August 2009, the Company said it does not expect to continue to
fund MTI Micro.  Based on the Company's projected cash
requirements for operations and capital expenditures and its
current cash and cash equivalents of $407,000 at June 30, 2009,
management believes it will have adequate resources to fund its
current operations, excluding MTI Micro operations, through at
least December 2009.  Since the company will no longer fund MTI
Micro, the subsidiary has sought other sources of funding.

To continue full commercialization of its micro fuel cell
solution, MTI Micro will need to do one or more of these to raise
additional resources, or reduce its cash requirements:

    * obtain additional government or private funding of the
      Company's direct methanol fuel cell research, development,
      manufacturing readiness and commercialization;
    * secure additional debt or equity financing; or
    * further reduce its current expenditure run-rate.

There is no guarantee that resources will be available to MTI
Micro on terms acceptable to it, or at all, or that such resources
will be received in a timely manner, if at all, or that MTI Micro
will be able to reduce its expenditure run-rate without materially
and adversely affecting its business.  MTI Micro had cash and cash
equivalents as of June 30, 2009, of $38,000.  Subsequently, MTI
Micro received an additional $165,000 from its Secured Convertible
Promissory Note Agreements or Bridge Notes, and received
retroactive billings from the Department of Energy for work
performed through June 30, 2009, of $1.06 million.  Additionally,
MTI Micro has $90,000 available through the Bridge Note, and the
remainder of the $2.4 million DOE contract as work is performed.
With these resources, management currently believes it will have
adequate resources to fund its MTI Micro operations into the
fourth quarter of 2009.

At June 30, 2009, the Company had $4,993,000 in total assets
against $4,891,000 in total liabilities and $11,000 in non-
controlling interest, resulting in $102,000 in total equity.

                    About Mechanical Technology

Mechanical Technology, Incorporated, operates in two segments, the
New Energy segment which is conducted through MTI MicroFuel Cells
Inc., a majority owned subsidiary, and the Test and Measurement
Instrumentation segment, which is conducted through MTI
Instruments, Inc., a wholly owned subsidiary.

At its MTI Micro subsidiary, the Company's Mobion(R) cord-free
power packs are being developed to replace current lithium-ion and
similar rechargeable battery systems in many handheld electronic
devices for the military and consumer markets. Mobion(R) power
packs are based on direct methanol fuel cell technology which has
been recognized as enabling technology for advanced portable power
sources by the scientific community and industry analysts.  As the
need for advancements in portable power increases, MTI Micro is
developing Mobion(R) cord-free rechargeable power pack technology
as a superior solution for powering the multi-billion dollar
portable electronics market.

At its MTI Instruments subsidiary, the Company continues to be a
worldwide supplier of precision non-contact physical measurement
solutions, portable balancing equipment and wafer inspection
tools.  MTI Instruments' products use a comprehensive array of
technologies to solve complex real world applications in numerous
industries including manufacturing, semiconductor,
commercial/military aviation, automotive and data storage.  The
Company's products consist of electronic gauging instruments for
position, displacement and vibration applications within the
design, manufacturing/production, test and research markets; wafer
characterization tools for the semiconductor and solar industries;
and engine balancing and vibration analysis systems for both
military and commercial aircraft.


MICHAEL FENTON BRUTON: Case Summary & 8 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Michael Fenton Bruton
        1744 E. Charles St.
        Republic, MO 65738

Bankruptcy Case No.: 09-62170

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtor's Counsel: James P. Moroney, Esq.
                  1330 E. Cherry Street, Suite D
                  Springfield, MO 65802
                  Tel: (417) 831-0606
                  Fax: (636) 600-5151
                  Email: moroney_james@hotmail.com

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

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

According to the schedules, the Company has assets of at least
$1,635,030, and total debts of $1,404,469.

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

             http://bankrupt.com/misc/mowb09-62170.pdf

The petition was signed by Mr. Bruton.


MIDLAND DIRECT: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Midland Direct, Inc.
        2801 Finley Road
        2nd Floor, Ste 906
        Downers Grove, IL 60515

Bankruptcy Case No.: 09-35233

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Mitchell Elliot Jones, Esq.
                  Jones Law Offices
                  25 East Washington Street, Suite 906
                  Chicago, IL 60602
                  Tel: (312) 236-2112
                  Fax: (312) 236-2634
                  Email: mej@joneslaw.org

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/ilnb09-35233.pdf

The petition was signed by James Gentile, president of the
Company.


MYLAN INC: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Canonsburg, Pennsylvania-based Mylan Inc. to 'BB'
from 'BB-'.  S&P also raised the senior secured rating to 'BB+'
from 'BB', the senior unsecured rating to 'BB-' from 'B+', and the
preferred stock rating to 'B' from 'B-'.  The outlook is stable.

"The upgrade of Mylan reflects its improved operating performance
over the past year, success in integrating the Merck KGaA's
generic business, significant reduction in leverage, and strong
liquidity," said Standard & Poor's credit analyst David Lugg.  The
2007 acquisition of Merck KGaA's generic operations helped Mylan
attain a global stature, with a presence in more than 140
countries and leadership positions in France and several other key
European markets, along with Australia.  Financially, Mylan is
reducing its leverage with debt to EBITDA falling to 4.4x as of
June 30, 2009, from with a peak of 9.4x at the end of 2007.


NEGUS-SONS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Negus-Sons, Inc.
        P.O. Box 12459
        Omaha, NE 68112

Bankruptcy Case No.: 09-82518

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Bankruptcy Judge Timothy J. Mahoney

Debtor's Counsel: David Grant Hicks, Esq.
                  Pollak & Hicks PC
                  6910 Pacific St, #216
                  Omaha, NE 68106
                  Tel: (402) 345-1717
                  Email: dhickslaw@aol.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/neb09-82518.pdf

The petition was signed by Gregory D. Negus, president of the
Company.


NORTEL NETWORKS: Avaya Sale to Be Reviewed by Canada Govt.
----------------------------------------------------------
Nortel Networks Corp.'s sale of its phone-equipment unit to Avaya
Inc. will be reviewed by the Canadian government under the
country's foreign investment legislation, Industry Minister Tony
Clement said, according to reporting by Hugo Miller and Sean
Pasternak at Bloomberg.

U.S. and Canadian bankruptcy courts on September 16 approved the
sale of Nortel Networks' Enterprise Solutions business to Avaya
Inc.  Avaya emerged the winning bidder at the auction where it
offered to pay US$900 million in cash to Nortel, with an
additional pool of US$15 million reserved for an employee
retention program.  Avaya originally offered US$475 million.

Under Canadian law, the government can review a sale to a foreign
company if it considers it a threat to national security, or if
the value exceeds C$312 million (US$287 million).  In this case,
the review was automatically triggered because of the value, Mr.
Clement said.

Mr. Clement previously said that the Canadian government won't
block the US$1.13-billion-dollar deal to sell a portion of
Nortel's wireless technology to Telefonaktiebolaget LM Ericsson.
He said that following a review of, and hearings on, the
transaction, they have determined that there are no grounds to
believe that the sale could be injurious to Canada's national
security.   The Nortel-Ericsson transaction had elicited strong
reactions from various groups who said the sale of Nortel's assets
to a foreign-owned corporation is not in Canada's interests.

"Based on all the information presented to me and to the
government, there are no grounds to believe that this transaction
could be injurious to Canada's national security," Mr. Clement
reportedly said during a press conference.

                      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)


OPTEX SYSTEMS: Files for Chapter 7 Bankruptcy
---------------------------------------------
Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors Corporation, on September 21, 2009,
filed a voluntary petition for relief under Chapter 7 of the
United States Bankruptcy Code in the United States Bankruptcy
Court in California.

Optex's assets were sold in October 2008 pursuant to a UCC public
foreclosure sale to a Delaware corporation controlled by the
Company's senior lenders, and Optex has not conducted any
operations since that time.

In connection with the jury verdict awarding Timothy Looney
liquidated damages of $105,000 in one of his lawsuits against the
Company, the Company disclosed that it may also be liable for Mr.
Looney's legal expenses.  On September 15, 2009, a court order was
issued awarding Mr. Looney $834,275 in attorneys' fees.  The
Company currently plans to file post trial motions or an appeal to
overturn the jury's verdict and the related attorneys' fees award.

                       About Irvine Sensors

Headquartered in Costa Mesa, California, Irvine Sensors
Corporation (NASDAQ: IRSN) -- http://www.irvine-sensors.com/-- is
a vision systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating such products and research and development
related to high density electronics, miniaturized sensors, optical
interconnection technology, high speed network security, image
processing and low-power analog and mixed-signal integrated
circuits for diverse systems applications.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


OPUS EAST: Ch. 7 Trustee Proposes YCS&T as Co-Counsel
-----------------------------------------------------
Jeoffrey L. Burtch, the appointed Chapter 7 trustee for the
estates of the Opus East Debtors, ask the Court for authority to
employ Young Conaway Stargatt & Taylor LLP as his co-counsel nunc
pro tunc to July 6, 2009.

As co-counsel to the Chapter 7 Trustee, Young Conaway is expected
to represent the Chapter 7 Trustee regarding the liquidation of
extensive real property assets; advise the Chapter 7 Trustee on
estate administration issues; negotiate with secured lenders;
examine claims against the estates; provide litigation services
as may be necessary and other services customarily provided to a
Chapter 7 trustee to aid in the administration of the estates.

The Chapter 7 Trustee notes that Young Conaway will closely
coordinate its services with Cooch and Taylor P.A. to avoid
unnecessary duplication of services.

The principal attorneys and paralegal presently designated to
represent the Chapter 7 Trustee and their current standard hourly
rates are:

   Professional                              Hourly Rate
   ------------                              -----------
   John D. McLaughlin, Jr.                  $480 per hour
   Special Counsel, Bankruptcy

   Daniel P. Johnson                        $375 per hour
   Partner, Real Estate

   John C. Kuffel                           $320 per hour
   Associate, Real Estate

   Casey Cathcart                           $155 per hour
   Paralegal, Bankruptcy

John D. McLaughlin, Jr., Esq., a member of Young Conaway, assures
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

In a separate filing, Mr. McLaughlin certified that there were no
responses or objections to the Application as of August 21, 2009.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS SOUTH: Court Grants Interim OK to DIP Loans for Water Edge
---------------------------------------------------------------
Waters Edge One LLC, one of the Opus South Debtors, has been
given authority, on an interim basis, by Judge Mary Walrath, to
obtain postpetition financing from a syndicate of lenders led by
Wachovia Bank N.A., as administrative agent.  In addition, the
Court authorized the DIP Lenders to make a $1,500,000 interim
advance to Waters Edge.  Subsequently, at a September 9, 2009
hearing, Judge Walrath approved Waters Edge's request, on a final
basis.

As security for Waters Edge's DIP obligations, the DIP Lenders
are granted these security interests and liens:

  (a) First Lien on Unencumbered Property -- From and after the
      Petition Date, a valid, binding, continuing, enforceable,
      fully-perfected first priority senior security interest in
      and lien upon proceeds of the claims pursued by Waters
      Edge against Ruden McCloskey Smith Schuster & Russell P.A.
      and Mark Grant in the Circuit Court of the Sixth Judicial
      Circuit in and for Pinellas County, Florida, and all other
      prepetition and postpetition property of Waters Edge
      whether existing on the Petition Date or thereafter.

  (b) Priming Liens -- Pursuant to Section 364(d)(1) of the
      Bankruptcy Code, to the extent of the amount of any
      advance received by Waters Edge, valid, binding,
      continuing, enforceable, fully-perfected first priority
      senior priming security interests in and liens upon
      proceeds of the RMSSR Claims and all other prepetition and
      postpetition property of Waters Edge, that is subject to
      valid, perfected and unavoidable liens.  The security
      interests and liens will be senior in all respects to
      interests of the Prepetition Waters Edge Lenders arising
      out of security interests or liens, if any, on property
      existing immediately prior to the Petition Date.

The security interests and liens granted to the DIP Lenders
pursuant to the Interim DIP Order constitute valid and duly
perfected security interests and liens without the filing of
financial statements pursuant to the Universal Commercial Code or
other instruments with any other filing authority to perfect any
lien, mortgage or security interest granted by the Interim Order
or the taking of any other action to perfect the liens, mortgages
and security interests granted to the DIP Lenders.

Absent the DIP Lenders' consent, Waters Edge is prohibited from
(i) incurring any debt with priority higher than or equal to the
DIP Facility, and (ii) granting or allowing the imposition of any
liens created postpetition other than the permitted liens and
other liens acceptable to the DIP Lenders.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)

Smurfit Turns July Profit, Cash Rises to $672 Million
Smurfit-Stone Container Corp., the corrugated container and
containerboard maker that filed under Chapter 11 in January,
reported net income of $29 million in July on sales of
$481 million.  Income before reorganization items for the month
was $35.8 million.  From the inception of the reorganization, net
income is $34.6 million on $2.87 billion revenue.  The July
operating report showed Smurfit-Stone holding $672 million cash
and equivalents.  The Chapter 11 petition by the Chicago-based
company listed assets of $7.45 billion against debt totaling
$5.58 billion as of Sept. 30.  Debt includes $1.2 billion under
secured revolving-credit and term-loan agreements, five issues
of unsecured notes totaling $2.275 billion, $388 million under
an accounts receivable securitization facility, and $284 million
owing on tax-exempt bonds.  The case is In re Smurfit-Stone
Container Corp., 09-10235, U.S. Bankruptcy Court, District of
Delaware (Wilmington).


OPUS SOUTH: Court OKs to Solicit Bids for Assets
------------------------------------------------
Judge Mary F. Walrath of the United States Bankruptcy Court of
the District of Delaware has authorized Debtors Waters Edge One
LLC, Clearwater Bluff LLC, and 400 Beach Drive LLC to solicit
bids for their properties in consultation with Wachovia Bank
N.A., who holds a security interest over the properties and as
administrative agent of the DIP Lenders of Waters Edge, which are
Regions Bank, Bank of America, and National City Bank.

Opus South Development LLC previously acquired security interest
in a real property of 400 Beach and assigned its note and
mortgage to the Waters Edge Lenders as additional collateral.  As
a part of a global settlement agreement among the parties, Opus
South agreed to absolutely assign the 400 Beach Property Note and
Mortgage to the Waters Edge Lenders.  The original amount of the
OSD Note is $32,000,000.

Pursuant to the Global Settlement Agreement, Wachovia, on behalf
of the Waters Edge Lenders, will be deemed to have an allowed
claim amounting to no less than $70,796,928, plus other amounts
permitted by the Bankruptcy Code, including transfer taxes,
protective advances, costs and attorneys' fees.

Wachovia will be permitted to exercise its rights to credit bid
all or any lesser amount of its Allowed Claim on Waters Edge, 400
Beach, and Clearwater at the Sale.

If Wachovia exercises its rights under the Global Settlement to
acquire or foreclose upon the OSD Mortgage and OSD Note, then the
outstanding balance of the Waters Edge Loan will be deemed to be
reduced by not less than $8,000,000 and Wachovia may credit bid
on the 400 Beach Property to the full extent of the balance due
and owing on the OSD Mortgage and Note, or any lesser amount.

The Debtors are also authorized to reject bids in their
discretion and in consultation with Wachovia that are not in
conformity with the bidding procedures.

A copy of the Bidding Procedures is available for free at:

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

The Debtors are required to send a notice of the Bidding
Procedures and the proposed assumption and assignment of the
contracts tied up to the property being sold to parties in
interest.  Non-Debtor parties have until September 30, 2009, to
object to the assumption and assignment of the Contracts or their
cure amounts.

After an auction, the Court will convene a hearing on October 7,
2009, to consider approval of the transactions.  All objections
must be filed no later than September 30, 2009.

                Opus South Sells Misc. Assets

In separate filings, the Debtors notified the Court that they are
selling to various entities certain miscellaneous assets, which
include:

     -- four laptops and four monitors;
     -- two Ford F-150 trucks;
     -- one Ford F250 truck; and
     -- various office furniture.

The Court subsequently approved the proposed sales after no
objections were filed.  The buyers of the miscellaneous assets
are:

     * Anne Marie Solberg
     * Brian Linnihan
     * Opus Property Services LLC
     * Robert Burgess
     * Keith Hornsby
     * Linda Bragdon
     * Kelly Hall
     * CarMax

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)

Smurfit Turns July Profit, Cash Rises to $672 Million
Smurfit-Stone Container Corp., the corrugated container and
containerboard maker that filed under Chapter 11 in January,
reported net income of $29 million in July on sales of
$481 million.  Income before reorganization items for the month
was $35.8 million.  From the inception of the reorganization, net
income is $34.6 million on $2.87 billion revenue.  The July
operating report showed Smurfit-Stone holding $672 million cash
and equivalents.  The Chapter 11 petition by the Chicago-based
company listed assets of $7.45 billion against debt totaling
$5.58 billion as of Sept. 30.  Debt includes $1.2 billion under
secured revolving-credit and term-loan agreements, five issues
of unsecured notes totaling $2.275 billion, $388 million under
an accounts receivable securitization facility, and $284 million
owing on tax-exempt bonds.  The case is In re Smurfit-Stone
Container Corp., 09-10235, U.S. Bankruptcy Court, District of
Delaware (Wilmington).


OPUS SOUTH: Plan Exclusivity Extended Until Dec. 18
---------------------------------------------------
Judge Mary Walrath has extended the Opus South Corp. and its
affiliates' exclusive period to file a Chapter 11 plan by 120 days
through and including December 18, 2009.  However, with regard to
Waters Edge One LLC, the Exclusive Filing Period is extended
through and including October 30, 2009.

The Opus South Debtors' exclusive period to solicit votes for a
Chapter 11 plan is extended through and including February 16,
2010.  For Waters Edge, the Exclusive Solicitation Period is
extended through and including December 30, 2009.

The Court's order is without prejudice to the Debtors' right to
seek further extensions.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)

Smurfit Turns July Profit, Cash Rises to $672 Million
Smurfit-Stone Container Corp., the corrugated container and
containerboard maker that filed under Chapter 11 in January,
reported net income of $29 million in July on sales of
$481 million.  Income before reorganization items for the month
was $35.8 million.  From the inception of the reorganization, net
income is $34.6 million on $2.87 billion revenue.  The July
operating report showed Smurfit-Stone holding $672 million cash
and equivalents.  The Chapter 11 petition by the Chicago-based
company listed assets of $7.45 billion against debt totaling
$5.58 billion as of Sept. 30.  Debt includes $1.2 billion under
secured revolving-credit and term-loan agreements, five issues
of unsecured notes totaling $2.275 billion, $388 million under
an accounts receivable securitization facility, and $284 million
owing on tax-exempt bonds.  The case is In re Smurfit-Stone
Container Corp., 09-10235, U.S. Bankruptcy Court, District of
Delaware (Wilmington).


OPUS WEST: Court Approves Sale for Hill Country Properties
----------------------------------------------------------
In three separate orders, the Bankruptcy Court approved the sale
of Opus West Corp.'s properties designated as Hill Country
Townhome Land, Eastchase Pad, and 121 Lakepointe Crossing.

Hill Country Townhome Land was bought by Robert B. Baldwin III
for $110,000 bid, while the Eastchase Pad was bought by Rainmark,
Inc. for $60,000.  Lakepointe Crossing was successfully auctioned
off to PCCP LLC who made a $29,900,000 bid.

The sale of the Properties closed on September 2, 2009.

In accordance with the sale of Lakepointe Crossing, the Debtors
seek to assume and assign these four unexpired leases to PCCP LLC
or its designee:

1. An industrial warehouse lease between Opus West LP and
    Alcatel-Lucent USA Inc., as successor-in-interest to Alcatel
    USA Sourcing, Inc.;

2. A multi-tenant industrial warehouse lease between Opus West
    LP and Southwestern Carpets, Ltd.;

3. A multi-tenant industrial warehouse lease between Opus West
    LP and Home Decor Solutions Limited; and

4. A multi-tenant industrial warehouse lease between Opus West
    LP and Mustang Electric Supply LLC.

In a separate order, the Court approved the sale of the Debtors'
interests in these entities with these buyers:

Entities                         Buyers
--------                         ------
Hill Country Apartments L.P. Broadstone Galleria Alliance L.P.
OWR Hill Country, Inc.       Broadstone Galleria Alliance L.P.
OWR Cypress, Inc.            Broadstone Cypress Alliance L.P.
Broadstone Cypress L.P.      Broadstone Cypress Alliance L.P.
OWR Walker Commons, Inc.     Broadstone Walker Commons Alliance
Broadstone Walker Commons    Broadstone Walker Commons Alliance
OWR Woodbridge, Inc.         Broadstone Woodbridge Alliance LP
Broadstone Woodbridge L.P.   Broadstone Woodbridge Alliance LP
OWR Fort Bend, Inc.          GC 138 Land Acquisition Limited
                                Partnership
OWP Commons Retail LLC       CH Venture Fund Two LLC
Southwest Gateway, Inc.      Atrium Sioux Falls LLC
Shoppes Chino Hills, Inc.    CH Venture Fund One LLC
Irvine Center Partners III   DMB REA LLC
OWP Point Office LLC         Real Estate Initiatives LLC
PC 101, Inc.                 DMB REA LLC
PIMA Center 101 LLC          DMB REA LLC
OWC Tempe, Inc.              Premier Holding LLC
OWP Point Office Condo LLC   Real Estate Initiatives LLC
ODP Stockton LLC             Premier Holding LLC
OWP Point II Office LLC      Real Estate Initiatives LLC
OWP Gateway Land LLC         Remington Pacific Development
OWP Point Land LLC           Real Estate Initiatives LLC
OWP Westlake Land LLC        DMB REA LLC
OWR 77th Avenue, Inc.        DMB REA LLC
Premier CR LLC               Premier Holding LLC
Premier VII LLC              Premier Holding LLC
Premier VIII LLC             Premier Holding LLC

       Main St., Colonial Lakes Removed From Sales List

With regard to the Main Street Commons and the Colonial Lakes
Land, the Debtors and M & I Marshall & Isley Bank agreed that the
Properties are withdrawn from the sales process.

Any deficiency claim against the Debtors related to the
Properties is released and waived by M&I.

In addition, M&I will be responsible for all expenses related to
the Properties after September 2, 2009.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Proposes Lakepointe Lien Claim Procedures
----------------------------------------------------
Opus West Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to establish procedures for the resolution of mechanic's,
materialmen's, and supplier liens with regard to the 121
Lakepointe Crossing I and II real estate development project.

The 121 Lakepointe Project consists of 1,254,248 sq. ft. of
space, contained in three industrial buildings, located on more
than 60 acres of land in Lewisville, Texas.  To finance the
acquisition, construction and operation of the 121 Lakepointe
Project, one of the Opus West Debtors, as borrower, entered into
a loan agreement with Guaranty Bank.  As of the Petition Date,
the total debt outstanding on the loans was approximately
$18,922,173.  The Guaranty Bank Loans were secured by various
collateral, including certain deeds of trust and assignments of
leases and rents.

The 121 Lakepointe Project was among the Opus West Debtors'
assets that the Court authorized to be sold.  The Debtors note
that they received several qualified bids with respect to the 121
Lakepointe Project and an auction was held August 27, 2009.  PCCP
LLC submitted the highest and best offer and was ultimately
selected as the winning bidder.

The sale of the 121 Lakepointe Project to PCCP for $29 million
was approved by the Court at an August 31, 2009 hearing, and was
closed on September 2, 2009.  PCCP purchased the 121 Lakepointe
Project, free and clear of all liens and claims, including
mechanic lien claims.

During the construction and development of the 121 Lakepointe
Project, the Debtors relied on a number of third-party
contractors, subcontractors and suppliers who have or may be able
to assert liens against the 121 Lakepointe Project to secure
payment for certain prepetition goods and services provided to
the Debtors, Clifton R. Jessup, Jr., Esq., at Greenberg Traurig
LLP, in Dallas, Texas, tells the Court.

Although a more thorough analysis is being conducted, a
preliminary investigation by the Debtors and the Official
Committee of Unsecured Creditors has indicated that there is
approximately $10 million in potential Mechanic's and
Materialmen's Lien Claims against the 121 Lakepointe Project, Mr.
Jessup says.

Mr. Jessup contends that establishing uniform procedures for the
resolution of M&M Lien Claims will protect the rights of parties
asserting M&M Liens, facilitate an orderly resolution of the M&M
Lien Claims, and ensure that the funds available to satisfy the
amounts owed will be distributed in an equitable fashion.  He
adds that a significant financial and administrative burden will
be lessened by allowing the Debtors to address and resolve the
M&M Lien Claims as efficiently and economically as possible.

To help ensure the prompt resolution of lien disputes and
satisfaction of all valid M&M Lien Claims, the Debtors propose
that these M&M Lien Procedures be implemented:

  (a) Any M&M Claimant who believes it has a valid M&M Lien
      Claim against the 121 Lakepointe Project may send to
      the Committee counsel a written demand (i) stating the
      amount of its asserted claim(s), (ii) describing, with
      particularity, the reason the M&M Claimant believes it
      has a valid M&M Lien Claim against the 121 Lakepointe
      Project, and (iii) attaching these documentation:

         (i) Proof that an affidavit was filed pursuant to
             Section 53.052 of the Texas Property Code;
        (ii) A copy of the filed affidavit;
       (iii) A copy of any notice of the filed affidavit;
        (iv) A copy of any notice of unpaid balance; and
         (v) A copy of any notice of retainage agreement; and
        (vi) A copy of any notice for specially fabricated items
             to demonstrate that a valid M&M Lien Claim existed
             as of the closing date.

  (b) Any Demand must be mailed to counsel for the Committee,
      Gardere Wynne Sewell LLP, Attn: Deirdre B. Ruckman, 1601
      Elm Street, Suite 3000, Dallas, Texas, 75201 so that it
      is received no later than 5:00 p.m. on October 26, 2009.

  (c) The Debtors must respond to each Demand within 15 business
      days after receipt.  If the Debtors dispute the validity
      or extent of a M&M Lien Claim asserted in a Demand, the
      parties will negotiate in good faith to resolve the
      dispute.

  (d) If the dispute is not resolved within 30 business days
      after receipt of the Demand seeking a determination from
      the Court as to the validity and extent of the underlying
      M&M Lien; provided, however, that if the Debtors determine
      during the Resolution Period that the Demand is not likely
      to be resolved, the Debtors may file a Demand Resolution
      Motion at any time before the expiration of the Resolution
      Period and may seek an expedited hearing.

  (e) Each M&M Lien Claimant will bear the burden of proof with
      respect to proving the extent, validity, perfection,
      priority and amount of its M&M Lien Claim.

  (f) After receipt of the timely filed M&M Lien Claim by a M&M
      Lien Claimant and no later than November 30, 2009, the
      Debtors will jointly file with the Court a notice (i)
      listing all the timely filed and perfected M&M Lien
      Claims, (ii) the amount, if any, that the Debtors have
      determined to be valid for each M&M Lien Claim, (iii) the
      proposed distribution to be made to the Valid M&M Lien
      Claims from the Lakepointe Sale Proceeds, and (iv) a
      deadline by which a notice of objection must be filed.

      To determine if an M&M Lien Claim is valid, the Debtors,
      will among other things, analyze whether the M&M Lien
      Claim was properly filed in accordance with state law and
      compare their records with the records provided by each
      M&M Lien Claimant.  The Debtors will serve the Notice on
      (i) all M&M Lien Claimants claiming a lien on the 121
      Lakepointe Project, (ii) the U.S. Trustee for the Northern
      District of Texas, and (iii) members of the Creditors
      Committee.

      No distributions to Valid M&M Lien Claimants will be made
      until the validity of all M&M Lien Claims on the 121
      Lakepointe Project are determined.  Any M&M Lien Claimant
      included in the Notice as a holder of a Valid M&M Lien
      Claim will be deemed an Allowed M&M Lien Claim and
      resolved in the manner provided in the Notice.

      M&M Lien Claimants will have the right and opportunity to
      object to the proposed resolution or priority of any Valid
      M&M Lien Claim listed in the Notice.  All Notice
      Objections must be timely filed with the Court and served
      on these persons:

           Clifton R. Jessup, Jr.
           Greenberg Traurig LLP
           2200 Ross Avenue, Suite 5200
           Dallas, Texas 75201

           Peter Franklin
           Franklin Skierski Lovall Hayward LLP
           10501 N. Central Expressway, Suite 106
           Dallas, Texas 75231

           Deirdre B. Ruckman
           Gardere Wynne Sewell LLP
           3000 Thanksgiving Tower
           1601 Elm Street
           Dallas, Texas 75201-4761

  (g) If no Notice Objections are timely filed, the Debtors will
      be authorized to make the distributions set forth in the
      Notice.  If a Notice Objection is timely filed, it will be
      addressed in accordance with further orders of the Court.

  (h) The Court may enter additional orders from time to time as
      may be required to implement these M&M Lien Procedures.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Proposes Pact With Wells Fargo, et al.
-------------------------------------------------
Opus West Corp. and its affiliates ask the Court to approve a
settlement agreement providing mutual releases, which they entered
into with Wells Fargo Bank, N.A.; Wachovia Bank, N.A.; National
City Bank; and California National Bank.

At the Petition Date, the Bank Group held a syndicated mortgage
loan, amounting up to $98,176,000, made to 3000 The Plaza LLC, a
Delaware limited liability company.

As of the Petition Date, 85% of the membership interest in 3000
The Plaza was owned by OWR Development, Inc., a non-debtor and a
wholly owned subsidiary of Debtor Opus West Corporation.  The
Debtor guaranteed the Loan pursuant to a payment and completion
guarantee agreement.

Thus, by virtue of the Loan Agreement and the Guaranty, the Bank
Group is the holder of potentially very substantial claims
against the Debtor's estate.

In July 2009, OWR placed ads in the Wall Street Journal, seeking
bids for the sale of its 85% membership interest in 3000 The
Plaza.  The deadline to submit bids was August 10, 2009, and an
auction was scheduled for August 12, 2009.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that by the bid deadline, the only offer
received by OWR was from GHE 3000 Residential Project LLC, a
Delaware limited liability company and the entity which held the
other 15% membership interest in 3000 The Plaza.

Due to the lack of interest from the open market, OWR accepted
the offer from GHE and the Bank Group gave its consent to the
sale, subject to various conditions, including the Debtor's
seeking authority to execute the mutual releases by and among the
Bank Group and the Debtor of any claims against the Debtor's
estate arising under the Guaranty.

Mr. Jessup notes that the 3000 Plaza Transaction closed on
August 21, 2009.

The release by the Bank Group of claims against the Debtor's
estate arising under the Guaranty would eliminate potentially
substantial claims that may be asserted by the Bank Group against
the Debtor's estate, Mr. Jessup contends.

On the other hand, the Debtor asserts that it is not aware of,
any claims it may have against the Bank Group pursuant to the
Guaranty or the Loan Agreement and, therefore, a release of
claims by the Debtor against the Bank Group as required by the
Mutual Release Agreement would cause no harm or loss to the
Debtor's estate and creditors.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Proposes to Sell Hill CNTRY Galleria Interests
---------------------------------------------------------
Opus West Corp. and its affiliates ask the Court for authority to
sell the partnership interests of Debtors Opus West Corporation
and Opus West Partnership in Hill Country Galleria L.P. and OWC
Hill Country, Inc., free and clear of liens, claims, and interests
to Galleria Holdco, a Delaware limited liability company owned
indirectly by The Christopher F. and Lesya V. Milam Revocable
Management Trust, for $15,000.

Vickie L. Driver, Esq., at Pronske & Patel PC, in Dallas, Texas,
contends that the price is fair and reasonable given the
restricted nature of the general partnership portion of the
Interests.

HCG owns the real property commonly referred to as the Hill
Country Galleria in the City of Bee Cave, in Travis County,
Texas.  The Property consists of a partially constructed outdoor
mall of which approximately 70% is under current leases with
tenants.  The liens secured by the Property exceed $160 million,
and HCG, as well as OWC and OWP, believe that the value of the
Property is substantially less.  Consequently, OWC and OWP each
believe that the Interests have little to no market value.

Ms. Driver tells the Court that the HCG partnership agreement
dictates that the governance portion of the general partnership
interest owned by OWC may only be sold to a limited partner.
HCG's limited partners informed the Debtors that they would
object to the sale of the Interests to any party other than one
of the limited partners.  Therefore, the pool of purchasers is
restricted to HCG's limited partners.

"Here, the Purchaser is the only limited partner willing and able
to purchase the Interests for cash value," Ms. Driver notes.

In a separate filing, the Debtors ask the Court to conduct a
hearing on September 30, 2008.  Ms. Driver contends that an
expedited hearing is necessary because the Debtors are in the
process of winding down and the sale needs to be set and heard
before the wind-down is complete.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OSCAR ECHAGUE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oscar Echague
           aka Inc. Fernando Hispano Service
        3851 Hildebrand
        Las Vegas, NE 89121

Bankruptcy Case No.: 09-27737

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Thomas E. Crowe, Esq.
                  7381 W. Charleston Blvd. #110
                  Las Vegas, NV 89117
                  Tel: (702) 794-0373
                  Fax: (702) 794-0734
                  Email: tcrowelaw@yahoo.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
$1,333,204, and total debts of $2,656,050.

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

            http://bankrupt.com/misc/nvb09-27737.pdf

The petition was signed by Mr. Echague.


PAETEC HOLDING: Expects to Report Up to $48MM in FY2009 Net Loss
----------------------------------------------------------------
PAETEC Holding Corp. unveiled full year financial guidance for the
fiscal year ending December 31, 2009.

"Continued strong cash flow and new sales have provided stability
for PAETEC and we are pleased to guide investors for the remainder
of 2009," said PAETEC Chairman and CEO, Arunas A. Chesonis.  "We
anticipate addressing 2009 full year guidance during our third
quarter earnings call in November and providing full year guidance
for 2010 during our fourth quarter and fiscal year-end earnings
call the early part of next year."

PAETEC's revenue and adjusted EBITDA expectations for the full
year 2009 assume, among other matters, that there is no further
significant decline in economic conditions and that there are no
significant changes in the competitive or regulatory environments.
PAETEC's revenue and adjusted EBITDA expectations for full year
2009 are:

     Revenue            $1,575,000,000 to $1,585,000,000
     Adjusted EBITDA      $245,000,000 to $255,000,000

The Company expects to book a net loss of at least $38,000,000 to
at most $48,000,000 for the 12 months ended December 31, 2009.

                       About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

As of June 30, 2009, the Company had $1,453,905,000 in total
assets and $1,259,830,000 in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PLAINFIELD APARTMENTS: Water Service at Viola's May be Shut Off
---------------------------------------------------------------
Mark Spivey at MyCentralJersey.com reports that Plainfield
Apartments LLC's Viola's Place, along with Pingry Arms, has
received notices that its water service could be shut off in less
than three weeks.

According to MyCentralJersey.com, the notices say: "This notifies
all occupants . . . that water service at this property will be
shut off on or about October 12, 2009 for failure of the landlord
to pay outstanding water bills.  Water service will be restored
when the outstanding balance, as well as the applicable
reconnection fee, has been paid."

MyCentralJersey.com relates that Viola's Place spokesperson Ron
Simoncini called the notices a "pressure tactic," assuring that
"the water bills are either up to date, or soon to be brought up
to date.  We've made payments on them in the last month . . . I
think that (this) is an aggressive attempt to keep a client
current who is known to have had recent financial problems."

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company listed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PONY EXPRESS LAND: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pony Express Land Property & Investments LLC
        42389 Winchester Rd, Ste B
        Temecula, CA 92590

Bankruptcy Case No.: 09-32275

Chapter 11 Petition Date: September 22, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Adam Van Susteren, Esq.
                  8880 Rio San Diego Dr., Ste 1000
                  San Diego, CA 92108

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
16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-32275.pdf

The petition was signed by David Wakefield, director of the
Company.


PREGIS CORPORATION: Moody's Rates Add-On on Senior Notes at 'B2'
----------------------------------------------------------------
Moody's Investors Service rated the add on to the Senior Secured
Notes due 2013 B2 and affirmed the B3 corporate family rating of
Pregis Corporation.  Moody's also upgraded the speculative grade
liquidity rating to SGL-3 from SGL-4 and revised the ratings
outlook to stable from negative.  Additional instrument ratings
are detailed below.

On September 23, 2009, Pregis announced that it would issue and
additional EUR125 million of the senior secured second lien notes
due 2013.  The notes will be issued under the same indenture as
the existing notes and contain identical terms.  The proceeds are
to be used to pay down the existing senior secured first lien term
loans B-1 and B-2 due 2012.

The revision of the outlook and upgrade in the speculative grade
liquidity rating reflect the improvement in liquidity due to the
credit facility amendment, an anticipation of further improvements
in liquidity and the company's success in cutting costs.  The
proposed amendment to the credit facility allowing the new
issuance will also significantly improve the cushion under the
financial covenants.  Moreover, the pending sale lease back of
several facilities will further improve liquidity.  Pregis has
undertaken significant cost cutting actions which have lowered
fixed costs, positively impacted credit metrics and left the
company well positioned to benefit from any improvement in
volumes.  Despite potential near term weakness stemming from a
challenging competitive and operating environment, Moody's
anticipates the credit profile will remain within the rating
category over the intermediate term.

The upgrade of the existing senior secured second lien notes due
2013 reflects the modest amount of first lien debt post the
transaction.  Moody's notes that the rating on the second lien
notes is sensitive to the amount of first lien debt and could be
downgraded upon any new issuance of such.

The affirmation of the corporate family rating reflects the
largely credit neutral impact of the transaction.  Proceeds from
the offering are to be used to pay down the outstanding term loans
B1 and B2 due 2012.  While interest expense will rise, the
interest coverage ratio will remain within the rating category.
Additionally, the term loan amortization of approximately
$2 million will be eliminated.  The revolver will remain in place
and is due October 2011.

The ratings are subject to receipt and review of the final
documentation.

Moody's took these rating actions:

  -- Corporate Family Rating, affirmed at B3

  -- Probability of Default Rating, affirmed at B3

  -- $50 million senior secured first lien revolver due 2011,
     affirmed at Ba3 (LGD1, 4% from LGD2, 20%)

  -- $87 million senior secured first lien term loan B-1 due 2012,
     affirmed at Ba3 (LGD2, 20%, to be withdrawn upon completion
     of the transaction)

  -- EUR68 million senior secured first lien term loan B-2 due
     2012, affirmed at Ba3 (LGD2, 20%, to be withdrawn upon
     completion of the transaction)

  -- EUR100 million senior secured second lien notes due 2013,
     upgraded to B2 from B3 (LGD3, 38% from LGD 4, 55%)

  -- EUR125 million senior secured second lien notes due 2013 (add
     on), assigned B2 (LGD 3, 38%)

  -- $150 million senior subordinated notes due 2013, affirmed at
     Caa2 (LGD 5, 85% from 89%)

  -- Speculative Grade Liquidity Rating, upgraded to SGL-3 from
     SGL-4

The ratings outlook is revised to stable from negative.

Moody's last rating action on Pregis occurred on July 31, 2009,
when the speculative grade liquidity rating was downgraded to SGL-
4 from SGL-3 and the outlook revised to negative from stable.

Deerfield, Illinois-based Pregis Corporation manufactures, markets
and distributes protective and specialty packaging for industrial,
foodservice and medical applications.  Pregis operates in two
segments including protective packaging and specialty packaging.
The company generated approximately $866 million of revenue in the
last twelve months ended June 30, 2009.


PREGIS CORP: S&P Assigns 'B+' Rating on EUR125 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating and '2' recovery rating to Pregis Corp.'s proposed
EUR125 million second-priority senior secured floating-rate notes
due 2013 ($182.1 million equivalent).  The '2' recovery rating
indicates S&P's expectation for substantial (70% to 90%) recovery
in the event of a payment default.  Net proceeds from the proposed
notes offering will be used to repay term loans outstanding under
the company's existing senior secured credit facilities.

S&P also affirmed the 'B' corporate credit rating on the company.
The outlook is stable.

The rating on Pregis reflects the company's high debt leverage as
well as vulnerability to volatile plastic resin costs and economic
slowdowns.  Somewhat offsetting these risk factors are the
company's value-added product mix; good geographic, end-market,
and customer diversity; management's initiatives to reduce
operating costs; and a relatively low level of capital spending
and other required outlays.

Deerfield, Illinois-based Pregis, with annual sales of about
$866 million, was formed in October 2005 through equity sponsor
AEA Investors LLC's acquisition of substantially all of Pactiv
Corp.'s North American and European protective and specialty
packaging businesses.  Since then, it has made a few modest-size
acquisitions to add products and expand operations in growing
markets.


PREMONT INDEPENDENT: Moody's Cuts Rating on $2.3 Mil. Debt to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded Premont Independent
School District (Texas) to a Ba1 from a Baa3.  The rating
downgrade affects $2.3 million of outstanding general obligation
debt rated by Moody's.  While the revised rating is below
investment grade, Moody's expects that the District will maintain
full and timely payment of their debt service obligation based
upon the unlimited general obligation pledge of the bonds
outstanding.  The rating action is a reflection of Moody's
concerns regarding the District's inability to meet operational
demands coupled with declining financial resources, poor financial
management practices, as well as an inability to obtain voter
support for increasing operating revenues.  The rating action also
reflects Moody's concerns that the efforts to eliminate deficit
spending may not be sufficient to restore the district to a level
of positive general fund reserves within the next two fiscal
years.

    Negative Fund Balances; Long-Term Recovery Plan Uncertain

The District's fiscal 2008 audit indicates an operating deficit of
approximately $1.3 million (19.7% of budgeted revenues) and a
negative fund balance of $965,278 (-17.1% of revenues), a further
decrease from the negative fund balance of $63,303 at FYE 2007.
The FYE 2008 negative fund balance includes a prior period
adjustment of $439,550 due to an auditing change regarding the
recording of workforce payables.  The General Fund balance has
declined consecutively since 2005 as a result of deficit spending
of at least $500,000 annually.

The District's deficit spending has been primarily attributed to
overestimating state contributions by projecting higher than
actual levels of Average Daily Attendance.  The District has
experienced steady yearly decreases in ADA since 2002 when ADA was
reported at 919.  ADA levels for 2009 were 600, a 28.2% decrease
from 2005 levels of 836.  District officials report that an
additional decrease of 30 ADA is forecasted in their budget
projections for 2010, for a total of 570 ADA.  The District is
heavily dependent on state funds (70.9% of total operating
revenues in fiscal 2008) which are allocated based on ADA.
Officials report that prior to the hiring of a new superintendent
(May 2008), ADA levels were reported at approximately 700 rather
than the actual levels of approximately 600.  This resulted in an
overpayment from the state and a use of unearned revenues.  Year
over year July unemployment has risen from 4.5% to 10.4% outpacing
both the U.S. and State.  District population has decreased in the
area an estimated 21% from 2000.  Moody's believes the high
unemployment could result in lower than anticipated ADA and
thereby lowering state revenues below the 2010 budget assumptions.

Although the District is making an effort to control spending,
full recovery will depend upon a multi-year practice of on-going
expenditure reduction, balanced budgeting, as well as careful
monitoring of the District's ADA.  Under the new superintendent,
26 employees were eliminated through attrition in an effort to
reduce expenditures.  District officials report 2009 revenues are
expected to exceed expenditures by approximately $495,000 to bring
the FYE 2009 General Fund balance to an estimated negative
$470,000.  The fiscal 2009 revenue projections includes two one
time revenue sources; $200,000 for a legal settlement and $35,000
for sale of the cafeteria.  The 2010 budget is balanced at
$5.8 million for revenues and expenditures.  This includes
$126,000 to be received from the tax shift, but officials report
that these funds will not be expended until the results of the
November 3rd elections are known.  Restoration of fund balance
will require sound financial management practices including
disciplined spending, adoption of balanced budgets, and accurate
student ADA reporting.

       Declining Values Caused By Oil And Gas Revaluations

Located approximately 80 miles east of Laredo (Moody's rated A1)
along state highway 281, Premont ISD is an agricultural and
petroleum-producing area.  The District has experienced some tax
base volatility.  The district has a positive five-year (FY 2006-
2010) average annual growth rate of 5.2% in assessed valuation.
However, assessed value has declined in the most recent two years
by 11.3% from a 2008 AV of $157.087 million to a 2010 AV of
$139.363 million.  Officials report that the primary reason for
decline in values is the revaluation of mineral properties.  The
top-ten taxpayer concentration of petrochemical production
facilities totals 33.4% of the total taxable value.

In November 2008, the District sought voter approval for
additional maintenance and operation rate authority of $1.30 per
$1,000.  Voters did not approve the proposed rate increase.  In
November 2009, the District plans to return to voters to seek
approval for a rate shift of $0.20/$1,000 from the interest and
sinking to M&O effectively changing the fiscal 2010 rates to $1.00
and $10.60, respectively.  Officials report that the tax shift
will increase the District's General Fund revenues by $126,000.
Officials suggest the shift in the I&S tax rate will cause the
District to draw down its debt service fund balance by nearly
$17,000.  The FYE 2008 debt service fund balance was $47,759.  If
the I&S tax rate is not restored and taxable assessed value
continues to decline, then the District's Debt Service Fund could
become strained.

          Debt Burden Low Given State Aid Contributions

The District currently has $2.32 million of outstanding unlimited
General Obligation debt that is enhanced by the Texas Permanent
School Fund Guarantee Program (Moody's rated Aaa).  The District
also has an additional $660,000 of bonded debt secured by the
district's operating tax levy which is not rated by Moody's.
Officials report no plans to issue additional bonds.  The district
receives 35% of its debt service from the state which makes the
net direct debt burden a modest 1.4% of fiscal 2010 taxable
values.  Principal retirement is satisfactory with 68.2% amortized
in the subsequent ten years.

Key Statistics:

* District 2009 ADA: 600

* Fiscal 2010 Full Value: $139.36 million

* Full Value per capita: $45,454

* Direct debt burden: 1.4% of fiscal 2010 taxable values (adjusted
  for state aid)

* Overall debt burden: 3.3% of fiscal 2010 taxable values
  (adjusted for state aid)

* Fiscal 2008 fund balance: negative $965,000 (-17.1% of General
  Fund revenues)

* Outstanding debt: $2.3 million

The last rating action was on May 2, 2006, when Moody's assigned
the Baa3 rating on the District's general obligation debt.


PRIME GROUP REALTY: Sells Extended Stay Investment
--------------------------------------------------
Prime Group Realty Trust said PGRT ESH, Inc., a wholly owned
subsidiary of the Company, sold its membership interests in BHAC
Capital IV, L.L.C., an entity which owns 100% of Extended Stay
Hotels, Inc., to LSG-ESH LLC, an affiliate of the Company's
Chairman of the Board and parent company.

In connection with the transfer, PGRT ESH was released from its
obligations under a loan from Citicorp USA, Inc., which encumbers
the BHAC membership interests.  The principal amount of the
Citicorp Loan as of the effective date was $80.0 million.  The
Citicorp Loan was non-recourse to PGRT ESH, the Company and its
subsidiaries, but as a result of the transaction, the Citicorp
Loan will no longer be a liability on the Company's financial
statements.

ESH and its affiliates own mid-price extended-stay properties in
the United States and Canada.  The transfer of the BHAC membership
interest was approved unanimously by the Company's independent
Trustees.  On Monday, June 15, 2009, ESH filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court in the Southern
District of New York.  BHAC did not file for bankruptcy
protection.

The consideration for the sale of the BHAC membership interests to
LSG-ESH was LSG-ESH's assumption of all of PGRT ESH's rights and
obligations under the Citicorp Loan.  In connection with the
transfer, the terms of the Citicorp Loan were amended and restated
and the maturity date of the loan was extended.  The transaction
was effective as of July 16, 2009 and the documents were finalized
on September 18, 2009.

In addition, one of the Company's subsidiaries was the defendant
in a lawsuit in the Circuit Court of Cook County Illinois brought
by Prime/Mansur Investment Partners, LLC, an affiliate of Michael
Reschke and E. Barry Mansur, alleging that our termination of a
purchase and sale agreement that provided for Prime/Mansur's
acquisition of the membership interest in Plumcor Thistle, L.L.C.
was not justified.  Prime/Mansur requested the Court grant it
either specific performance or damages in the amount of $5.0
million.  On Monday September 21, 2009, the Judge in the case
granted the motion for summary judgment and ruled that
Prime/Mansur's case had no merit.  Prime/Mansur may or may not
appeal the decision and if it does, the Company intends to
vigorously defend the Judge's decision.

On July 9, 2009, Prime Group Realty said the Company's Board of
Trustees determined not to declare a quarterly distribution on its
Series B Preferred Shares for the second quarter of 2009, and that
the Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.  The Company said
its Board is in the process of considering various financing and
other capitalization alternatives for the Company.

The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Company said the Board
intends to review the suspension of the Series B Preferred
distributions periodically based on the Board's ongoing review of
the Company's financial results, capital resources and liquidity
needs, and the condition of the economy and capital markets.  The
Company can give no assurances that distributions on the Company's
Series B Preferred Shares will be resumed, or that any financing
or other capitalization alternatives will be satisfactorily
concluded.

The Company posted a net loss attributable to common shareholders
of $3.0 million as compared to a net loss attributable to common
shareholders of $15.3 million for the second quarter of 2008.

At June 30, 2009, the Company had total assets of $493.9 million
and total liabilities of $521.6 million.

                        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).

                  About Prime Group Realty Trust

Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/--
is a fully-integrated, self-administered, and self-managed real
estate investment trust which owns, manages, leases, develops, and
redevelops office and industrial real estate, primarily in
metropolitan Chicago. The Company currently owns 8 office
properties containing an aggregate of 3.3 million net rentable
square feet and a joint venture interest in one office property
comprised of roughly 101,000 net rentable square feet. The Company
leases and manages roughly 3.3 million square feet comprising all
of its wholly-owned properties.  In addition, the Company is the
asset and development manager for an roughly 1.1 million square
foot office building located at 1407 Broadway Avenue in New York,
New York.


PROGRESSIVE BAPTIST: Files for Ch 11 Bankruptcy, Averts Auction
---------------------------------------------------------------
Zoe Tillman at Gazette.Net reports that Progressive Baptist
Church, Inc., has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Maryland to stay off
the auction block.

According to Gazette.Net, Progressive Baptist filed for bankruptcy
less than 24 hours before an auctioneer was scheduled to sell off
the 11.6-acre property on Tuesday.

Court documents say that Progressive Baptist owes around
$2.8 million on its mortgage to M&T Bank, on top of $1.8 million
owed in federal and state taxes.

Pastor Don DeJuan Massey, who has led Progressive Baptist since it
opened in 1998, said that the school's financial troubles started
four years ago, when student enrollment and church membership
began declining, due to families moving away and the recent
economic downturn that has made it more difficult for parents to
pay the $6,500 average annual tuition and for the church's 200
parishioners to donate as much as they had in the past,
Gazette.Net states.

Mr. Massey, Gazette.Net relates, said that before Progressive
Baptist filed for bankruptcy, he met with representatives of M&T
Bank, which took over the mortgage from Bradford Bank in August,
to negotiate a resolution.

Mr. Massey admitted that the school has also had "administrative
issues" in the past that affected day-to-day operations, according
to Gazette.Net.  Mr. Massey said that former principal Melvin
Blount and another administrator resigned earlier this month, and
the school has yet to refill the principal position, says the
report.

Progressive Baptist Church, Inc., is a church and school in Temple
Hills, Maryland.  It runs the Progressive Christian Academy.  It
church also runs dozens of other programs, from summer athletic
camps and afterschool care to health fairs and rehabilitation
programs for ex-offenders.


QUALITY HOME: S&P Downgrades Corporate Credit Ratings to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Cary, North Carolina-based Quality Home Brands Holdings LLC,
including its corporate credit rating, to 'CC' from 'CCC'.  The
outlook is negative.  As of June 26, 2009, lease-adjusted debt
outstanding was about $428.5 million.

S&P also lowered the issue ratings on the company's $20 million
senior secured revolver and $290 million senior secured first-lien
term B bank loan due 2012 to 'CC' from 'CCC'.  The recovery rating
on these facilities remains at '4', indicating S&P's expectation
for average (30%-50%) recovery in the event of a payment default.
Concurrently, S&P lowered the issue rating on the $100 million
second-lien term bank loan due 2013 to 'C' from 'CC'.  The
recovery rating remains at '6', indicating the expectation for
negligible (0%-10%) recovery in the event of a payment default.

"The downgrade reflects S&P's increased concerns about the
company's liquidity position because of its continued very weak
operating performance and very limited financial covenant
cushion," said Standard & Poor's credit analyst Bea Chiem.


QUANTUM GROUP: July 31 Balance Sheet Upside-Down by $9.5 Million
----------------------------------------------------------------
Quantum Group, Inc.'s balance sheet at July 31, 2009, showed total
assets of $1,517,416 and total liabilities of $11,043,966,
resulting in a stockholders' deficit of $9,526,550.

For three months ended July 31, 2009, the Company posted a net
loss of $3,861,395 compared with a net loss of $2,275,236 for the
same period in 2008.

For nine months ended July 31, 2009, the Company posted a net loss
of $11,866,892 compared with a net loss of $17,891,255 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
negative cash flows from operating activities of $3,800,000 for
the nine months ended July 31, 2009, and an accumulated deficit of
more than $50,200,000 at July 31, 2009.

For the remainder of the year ending Oct. 31, 2009, the Company
will need additional cash infusions to meet its operating
expenses.  Since the Company's common stock trades on the NYSE
Amex, the Company may be in a position to raise additional funds
through public equity or debt offerings.  In addition, the private
capital markets may also offer sources of additional capital.  The
Company may also secure strategic alliances or other joint
ventures to defray a portion of its expenditures.

The Company related that if it does not obtain additional funding
within a short period of time, it may be required to substantially
curtail or cease operations altogether.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?456e

The Quantum Group, Inc. (AMEX:QGP) is a Healthcare Services
Organization, which provides business process solutions to the
healthcare industry, which include support services and leading-
edge technology. The Company also provides other services and
products to healthcare providers in and outside of its network.
These services include medical billing and collection, purchasing,
technology and insurance products. The operating divisions of the
Company are Renaissance Health Systems, Quantum Medical Support
Services and Quantum Innovations. As of Oct. 31, 2008, the
Company's network included over 2,000 healthcare providers and
operated in 29 counties in central and southern Florida.


RAPID LINK: July 31 Balance Sheet Upside-Down by $7.7 Million
-------------------------------------------------------------
Rapid Link, Incorporated's balance sheet at July 31, 2009, showed
total assets of $9,788,627 and total liabilities of $17,508,548,
resulting in a stockholders' deficit of $7,719,921.

For three months ended July 31, 2009, the Company posted a net
loss of $2,539,362 compared with a net loss of $662,934 for the
same period in 2008.

For nine months ended July 31, 2009, the Company posted a net loss
of $4,353,223 compared with a net loss $473,558 for the same
period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?455b

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.

                        Going Concern Doubt

On Jan. 27, 2009, KBA GROUP LLP in Dallas, Texas, expressed
substantial doubt about Rapid Link, Incorporated's ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended Oct. 31, 2008, and 2007.
The auditor noted that the Company suffered recurring losses from
continuing operations during each of the last two fiscal years.
Additionally, at Oct. 31, 2008, the Company's current liabilities
exceeded its current assets by $2,100,000 and the Company has a
shareholders' deficit totaling $2,900,000.


READER'S DIGEST: Committee Taps Trentwith as Investment Banker
--------------------------------------------------------------
The Debtors' Official Committee of Unsecured Creditors seeks the
Court's authority to retain Trenwith Securities, LLP, nunc pro
tunc to September 1, 2009, as investment banker.

Trenwith, as investment banker, has agreed to:

  (a) advise the Creditors' Committee on plan and sale
      strategies proposed by the Debtors' professionals,
      including presentations, scope, and compensation proposed
      by Debtors' investment bankers;

  (b) establish criteria for the Creditors' Committee to
      consider alternative strategies;

  (c) prepare certain valuation analyses using various
      methodologies on the Debtors' assets, including Debtor and
      Non-Debtor entities around the world;

  (d) prepare alternative business projections relating to the
      valuation of the Debtors' business enterprise;

  (e) evaluate financing proposals and alternatives proposed by
      the Debtors for debtor-in-possession financing, exit
      financing, any plan of reorganization, and other analyses;

  (f) attend meetings of creditors and conferences with
      representatives of the creditor groups and their counsel;
      and

  (g) support the Creditors' Committee in matters as the
      Creditors Committee will request from time to time.

Daniel Pevonka, on behalf of R.R. Donnelley & Sons Company, Co-
Chairperson of the Creditors Committee, tells the Court that
Trenwith's request for compensation for professional services
rendered will be based upon the time expended to render the
services and at billing rates commensurate with the experience of
the person performing the services, and will be computed at the
hourly billing rates customarily charged by Trenwith for those
services.  Expenses will be also be paid.

Trenwith's hourly billing rates as of September 17, 2009, subject
to adjustment, are:

     Position               Hourly Rate
     --------               -----------
     Partners               $600 - $700
     Principals             $450 - $550
     Vice Presidents        $250 - $350
     Associates             $200 - $250
     Analysts & Staff       $150 - $200

Jeffrey R. Manning, a managing director of Trenwith, tells Judge
Drain that Trenwith is a "disinterested person," as defined in
Section 101(14) of the Bankruptcy Code and as modified by Section
1107(b) of the Bankruptcy Code.

A hearing will be held October 5, 2009, to consider the
application.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Committee Wants to Retain Otterbourg as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Reader's Digest's
bankruptcy cases seeks the Court's permission to retain
Otterbourg, Steindler, Houston & Rosen, P.C., nunc pro tunc to
August 31, 2009, as counsel to the Creditors' Committee.

As counsel, Otterbourg has agreed to:

  (a) assist and advise the Creditors' Committee in its
      consultation with the Debtors relative to the
      administration of the cases;

  (b) attend meetings and negotiate with the representatives of
      the Debtors;

  (c) assist and advise the Creditors' Committee in its
      examination and analysis of the conduct of the Debtors'
      affairs;

  (d) to assist the Creditors' Committee in the review, analysis
      and negotiation of any plans of reorganization, including
      the plan support agreement entered into prepetition
      between the Debtors and certain of their prepetition
      lenders, and to assist the Creditors' Committee in the
      review, analysis and negotiation of the corresponding
      disclosure statements;

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

  (f) take all necessary action to protect and preserve the
      interests of the Creditors' Committee, including possible
      prosecution of actions on its behalf, negotiations
      concerning all litigation in which the Debtors are
      involved, and review and analysis of claims filed against
      the Debtors' bankruptcy estates;

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

  (h) appear before the Court, the Appellate Courts, and the
      United States Trustee, and to protect the interests of the
      Creditors' Committee before those courts and before the
      United States Trustee.

Otterbourg will be paid for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates in
effect on the date the services are rendered and for its actual,
reasonable and necessary out-of-pocket disbursements.
Otterbourg's hourly rates are:

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

Scott L. Hazan, a member of Otterbourg, assures Judge Drain that
his firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

The Court will commence a hearing on October 5, 2009, to consider
the application.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Proposes November 16 Claims Bar Date
-----------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
ask Judge Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York to:

  (a) set November 16, 2009, as the deadline by which all
      persons and entities must file and serve proofs of claim
      asserting claims that arose on or prior to the Petition
      Date, including claims asserted under Section 503(b)(9) of
      the Bankruptcy Code against the Debtors in the Chapter 11
      cases;

  (b) set February 20, 2010, as the deadline by which all
      governmental units must file and serve proofs of claim
      asserting claims against the Debtors;

  (c) approve their proposed procedures for filing proofs of
      claim; and

  (d) approve the form of notice of the Bar Dates and manner of
      service.

The Debtors also seek authority to establish supplemental bar
dates without further Court order to the extent the Debtors amend
or supplement their schedules of assets liabilities and statements
of financial affairs to provide adequate notice and opportunity to
file a proof of claim to parties holding affected claims.  In
those instances, the Debtors will provide affected parties with
notice that will clearly provide the Supplemental Bar Date by
which the parties must file a proof of claim, which will afford
parties 30 days from the notice date to file proofs of claim.

The Debtors further seek to require any person or entity that
holds a claim arising from the rejection of an executory contract
or unexpired lease to file a proof of claim based on the rejection
on or before the later of (i) the Claims Bar Date, or  (ii) any
date the Court may fix in the applicable order authorizing the
rejection and, if no date is provided, 30 days from the date of
entry of the order.

Given the sheer number of creditors in the Chapter 11 cases and
the Debtors' intention to emerge from bankruptcy expeditiously and
pursuant to the milestones set forth in the restructuring support
agreement with the Debtors' prepetition secured lenders, the
Debtors must begin the claims reconciliation process as soon as
practicable, asserts James H.M. Sprayregen P.C., Esq., at Kirkland
& Ellis LLP, in New York.  Accordingly, the Debtors submit that
entry of the Bar Date Order at this time is appropriate and
necessary under the circumstances of the cases.

The Debtors propose that any person or entity not listed that
holds a claim against any Debtor in the Chapter 11 cases be
required to file a proof of claim to assert a claim in accordance
with the Bar Date Order.  The Debtors propose that these persons
or entities do not need to file a proof of claim:

  --  any holder of a claim previously allowed by Court order;

  -- any holder of a claim that has already been paid in full;

  -- any holder of a claim for which a specific deadline has
     previously been fixed by the Court or otherwise fixed
     pursuant to the Bar Date Order;

  -- any Debtor having a claim against another Debtor or any of
     the non-debtor subsidiaries of Reader's Digest having a
     claim against any of the Debtors;

  -- any holder of a claim allowable under Sections 503(b) and
     507(a)(2) of the Bankruptcy Code as an expense of
     administration of the Debtors' bankruptcy estates, except
     any holder of a Section 503(b)(9) Claim, which claim must
     be asserted by filing a proof of claim on or prior to the
     Claims Bar Date;

  -- any holder of an equity interest in the Debtors need not
     file a proof of interest with respect to the ownership of
     the equity interest at this time;

  -- any current employee of the Debtors, if a Court order
     authorized the Debtors to honor the claim in the ordinary
     course of business as a wage, commission or benefit;

  -- any current officer, director or employee need not file a
     proof of claim for claims based on indemnification,
     contribution or reimbursement;

  -- any customer of the Debtors, if a Court order authorized
     the Debtors to honor the claim in the ordinary course of
     business as a customer program or obligation;

  -- any holder of a claim against any of the Debtors'
     non-debtor affiliates; and

  -- any individual holder of a claim for principal, interest
     and applicable fees and charges on the Debtors' senior
     subordinated notes or other bond, note or debenture of the
     Debtors.

The Debtors also intend to provide notice of the bar dates by
publication to help ensure that all potential claimants receive
adequate notice of the Claims Bar Date, Mr. Sprayregen tells the
Court.  Specifically, the Debtors propose to publish the Bar Date
Notice, modified for publication, in the national editions of
U.S.A. Today and The Wall Street Journal on one occasion at least
25 days before the Claims Bar Date.

The Debtors believe that the claims filing procedures will
facilitate the claims process by establishing guidelines for
noticing and publishing the Bar Dates and providing claimants with
clear instructions regarding the procedures and other requirements
for filing a proof of claim.  Accordingly, the Debtors submit that
the procedures should be approved.

The Bar Date Motion will be presented to the Court on October 5,
2009.  Objections are due October 2.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Wants to Assume Time Sublicense Agreement
----------------------------------------------------------
Reader's Digest Association Inc. and its affiliates ask the Court:

  (a) for authority to assume the Approved Sublicense Agreement
      between Direct Holdings U.S. and Direct Holdings IP
      L.L.C., as amended by the Amendment and Limited Waiver
      among Direct Holdings U.S., Direct Holdings IP L.L.C.,
      Time Warner Inc. and Time Inc., dated August 20, 2009;

  (b) to approve the terms of the Sublicense Amendment and the
      execution, delivery and performance of the agreement by
      the Debtors;

  (c) to approve the cure of all prior defaults under the
      Sublicense Agreement; and

  (d) for relief from the automatic stay provided in Section
      362 of the Bankruptcy Code in respect of termination
      rights arising after the date of the order approving the
      request under the Sublicense Agreement, as amended by the
      Sublicense Amendment.

Direct Holdings IP, a non-debtor affiliate of Reader's Digest, and
the Time Parties are parties to a License Agreement, dated
December 31, 2003, as amended on March 1, 2005, and January 25,
2007, and further amended by an Amendment and Limited Waiver
entered into as of August 20, 2009, pursuant to which the Time
Parties license exclusively to the Licensee trademarks, trade
names and domain names related to the Time Life Business.

In connection with the License Agreement, the Licensee entered
into the Sublicense Agreement, dated December 31, 2003, with
Debtor Direct Holdings U.S., pursuant to which the Licensee
exclusively sublicenses its rights to the IP Assets to Direct
Holdings U.S.  Under the Sublicense Agreement, Direct Holdings
U.S., together with its Debtor subsidiaries, acts as the operating
company of the IP Assets and, among other things, uses, exhibits,
presents and advertises the IP Assets for the purpose of sale and
distribution of certain products in accordance with the terms of
the Sublicense Agreement.  The utilization of the IP Assets is an
important source of revenue for Direct Holdings U.S. and the
Debtors and its non-debtor affiliates overall.

In light of the importance of the IP Assets to the Debtors and
their non-debtor affiliates' operations, they conducted a
comprehensive analysis, and determined that a bankruptcy filing by
the Debtors could result in the termination of the License
Agreement and the Sublicense Agreement and the loss of the IP
Assets, and that even if termination were avoided, there was a
risk that the remaining term of the License Agreement could be
shortened from 14 to four years and that the Licensee could be
required to make changes to the design of the mark for the Time
Life Business following Direct Holdings U.S.'s emergence from
bankruptcy.

Direct Holdings U.S. and the Licensee initiated negotiations with
the Time Parties resulting to an amicable resolution and the
execution of the Sublicense Amendment, which clarifies and amends
certain terms of the Sublicense Agreement.  At the same time, the
Licensee and the Time Parties entered into an amendment to the
License Agreement, dated as of August 20, 2009.  The Amendments
resolve issues between the Parties that have arisen or may arise
in the future as a result of or in connection with Direct Holdings
U.S.'s bankruptcy filing.

Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, contends that the Sublicense Amendment provides
a mechanism for Direct Holdings U.S. to retain its exclusive
license to the IP Assets following commencement of, and emergence
from, Chapter 11, without having to litigate complex issues that
have arisen or may arise in the future with respect to the "Change
of Control" provisions and termination rights stemming in the
License Agreement and Sublicense Agreement.

Specifically, the Sublicense Amendment provides for these material
amendments to the parties' rights and obligations in respect of
Direct Holdings U.S.'s utilization of the IP Assets:

  (a) the "Change of Control" definition has been modified so
      that a "Change of Control" will not occur, and therefore
      the Sublicense Agreement will not terminate, if certain
      named parties or shareholders cease to control Direct
      Holdings U.S. and the Time Life Business upon Direct
      Holdings U.S.'s emergence from bankruptcy, so long as
      certain specifically defined competitors of the Time
      Parties do not acquire control of the Company;

  (b) the Sublicense Agreement will remain in effect for an
      additional seven years, which is three years longer than
      it may have remained in effect without the amendment; and

  (c) Direct Holdings U.S. will not be required to change the
      design of the mark for the Time Life Business at any point
      during the remaining seven-year term of the Sublicense
      Agreement.

In addition, and in consideration of the favorable amendments to
Direct Holdings U.S.'s rights to the IP Assets, the Sublicense
Amendment requires:

  (a) modification of the automatic stay imposed by Section 362
      solely to the extent necessary to permit the Time Parties
      to exercise their termination rights under the Sublicense
      Agreement, as amended by the Sublicense Amendment; and

  (b) a $1,250,000 payment by Direct Holdings U.S. to Time Inc.,
      within 45 days following Direct Holdings U.S.'s emergence
      from Chapter 11.  In the event that the Emergence Payment
      is not made in full as agreed, the Time Parties will be
      entitled to terminate the Sublicense Agreement.

A hearing will be held on October 5, 2009, to consider the
Debtors' request.  Objections are due September 28.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Wants to File Portions of Schedules Under Seal
---------------------------------------------------------------
The Reader's Digest Association Inc. and its units seek the
Court's authority to file under seal certain portions of their
schedules of assets and liabilities.

The Debtors relate that as part of their preparation of the
Schedules, they identified certain sensitive information.
Specifically, the Debtors seek to file under seal a version of
Schedule F for two of the Debtor affiliates that contain
information related to employee and retiree compensation and
benefit data and home addresses for those individuals.  The
Debtors propose to file redacted versions of those Schedules that
provide a more limited set of information but stop short of
revealing Confidential Information, including the precise amounts
of transfers or claims per individual.  The Debtors propose to
provide unredacted versions of the Schedules, including all
Confidential Information, to the Office of the U.S. Trustee,
counsel for the Official Committee of Unsecured Creditors, and
counsel to the agent for the Debtors' postpetition secured
lenders.

The Debtors assert that disclosure of employees' and retirees'
compensation levels in public filings available on the internet
would cause an unnecessary lack of privacy and, in many cases,
discomfort for individual employees and retirees, which in turn
could have a significantly negative impact on employee morale.

Judge Drain approved the Debtors' request and authorized them to
file certain portions of their Schedules under seal.

The Debtors have until October 8, 2009, to file their Schedules
and Statements of Financial Affairs.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: S&P Assigns 'B-' Rating on DIP Loan Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
rating to Reader's Digest Assn. Inc.'s debtor-in-possession term
loan facility.  S&P assumes that the total DIP loan commitment of
$150 million will be converted into a three-year first-lien term
loan upon emergence in accordance with the DIP loan terms.

This DIP loan preliminary rating is a point-in-time rating.
Accordingly, the preliminary rating is effective only for the date
of this report, and S&P will not review, modify, or provide
ongoing surveillance of the preliminary rating or any final
rating.  Documents used in S&P's analysis include the DIP credit
agreement dated Aug. 26, 2009, and the interim DIP order by the
U.S. Bankruptcy Court posted Aug. 27, 2009.

S&P expects to issue the final rating when S&P has completed S&P's
review of the final DIP order, the status of any issues raised
during the appeals period, and any other matters relevant to S&P's
rating analysis and its final rating will be subject to all of
these factors.  S&P's preliminary rating assumes that the company
will be authorized to obtain the entire committed amount of the
DIP facility under the terms set forth in the interim order and
the DIP credit agreement.  S&P further assumes that the entire
amount of committed DIP financing will be outstanding at the time
of emergence from bankruptcy, or in the event that the case
converts to liquidation.

S&P's preliminary rating reflects the DIP loan's exit financing
conversion option and, therefore, its exposure to risks of lending
to the post-emergence company.  The rating also reflects:

* The company's exposure to economic cyclicality;

* The highly competitive nature of the publishing business;

* Secular pressures facing the publications business;

* The mature growth prospects of the direct marketing business;

* The increasingly outmoded nature of Reader's Digest flagship
  magazine; and

* An increasingly uncompetitive direct marketing model focused on
  selling music, videos, and books.

All of these factors could contribute to continued business
declines and could undermine the company's prospects for
emergence, as well as the post-emergence company should the
company emerge from bankruptcy.

                           Ratings List

                    Reader's Digest Assn. Inc.

              Corporate Credit Rating        D/--/--

                            New Rating

         $150M DIP loan fac              B- (preliminary)


RESERVE PRIMARY: Judge Weighs SEC Distribution Plan
---------------------------------------------------
U.S. District Judge Paul Gardephe in New York said at a hearing on
Sept. 23 that he will consider a plan by the Securities and
Exchange Commission that may lead to lawsuits against investors
who took money from the failed Reserve Primary Fund before it shut
off redemptions a year ago, according to a report by Erik Larson
and David Glovin at Bloomberg.

The report relates that part of the plan would have a court-
appointed monitor make recommendations on whether there is a basis
to file so-called clawback suits against investors whose payouts
were excessive. Under the plan, a judge would decide whether such
suits would go forward.  The SEC said it hasn't endorsed clawback
suits.

Opponents of the SEC's distribution plan include New York-based
Time Warner Inc. and the state of Massachusetts, which objects to
the potential clawback suits.

The SEC sued managers of Reserve Primary, accusing them of
misleading shareholders about the safety of the fund after it
suffered losses on Lehman Brothers Holdings Inc. debt.  The case
is SEC v. Reserve Management, 09-cv-4346, U.S. District Court,
Southern District of New York (Manhattan).

The Reserve Primary Fund is a large money market mutual fund that
is currently in liquidation.  On September 16, 2008, during the
global financial crisis, it lowered its share price below
$1 because of exposure to Lehman Brothers debt securities.  This
resulted in demands from investors to return their funds as the
financial crisis mounted.  The Reserve had multiple other funds
frozen because of this failure.


RITE AID: Incurs $116MM Quarterly Loss, Lowers FY2010 Outlook
-------------------------------------------------------------
Rite Aid Corporation on Sept. 24 reported revenues of $6.3 billion
and a net loss of $116.0 million or $.14 per diluted share for its
fiscal second quarter ended August 29, 2009.  Adjusted EBITDA was
$216.5 million or 3.4 percent of revenues.

Rite Aid relates that:

    * Both pharmacy same store sales and the number of
      prescriptions filled continued to increase, by 0.8 percent
      and 1.4 percent respectively. A 274 basis point increase in
      generic dispensing year over year negatively impacted sales.

    * Significant reduction in selling, general and administrative
      expenses as a percent of sales continued with SG&A 135 basis
      points lower than last year's second quarter.

    * Significant progress made in reducing inventory continued
      with FIFO inventory $351.1 million lower year over year.

    * Liquidity remained strong with $822.3 million of
      availability on the company's credit and accounts receivable
      facilities at quarter end.

"We again made significant progress on many of our key
initiatives, reducing both SG&A and controlling inventory, and
finished the quarter with strong liquidity.  We increased the
number of prescriptions filled, but our pharmacy results were
negatively impacted by additional pressure on pharmacy margins. A
more discount-driven customer buying more items on sale continued
to have a negative impact on front end results.

"Because we expect these negative trends and a tough economy to
continue throughout the second half of the year, we have lowered
our outlook for fiscal 2010.  We're focusing on growing profitable
sales and will continue to control expenses. We expect liquidity
to remain strong," she said.

                      Second Quarter Summary

Revenues for the 13-week second quarter were $6.3 billion versus
revenues of $6.5 billion in the prior-year second quarter.
Revenues declined 2.7 percent, primarily as a result of store
closings and a decline in front-end same store sales.

Same store sales for the quarter decreased 1.1 percent over the
prior-year 13-week period, consisting of a 4.9 percent decrease in
the front end and a 0.8 percent increase in pharmacy. The number
of prescriptions filled increased 1.4 percent. Prescription sales
accounted for 68.1 percent of total drugstore sales, and third
party prescription revenue was 96.3 percent of pharmacy sales.

Excluding the acquired Brooks Eckerd stores, same store sales for
the 13-week second quarter decreased 0.6 percent over the prior-
year period with front-end decreasing 4.9 percent and pharmacy
growing 2.0 percent.

At the former Brooks Eckerd stores, same store sales for the 13-
week second quarter decreased 2.3 percent over the prior-year
period with front end decreasing 4.7 percent and pharmacy
decreasing 1.4 percent.

Net loss for the quarter was $116.0 million or $.14 per diluted
share compared to last year's second quarter net loss of $222.0
million and $.27 per diluted share.

Adjusted EBITDA was $216.5 million or 3.4 percent of revenues for
the second quarter compared to $219.9 million or 3.4 percent of
revenues for the like period last year. Improvement in SG&A offset
most of the decrease in sales and gross margin. As previously
disclosed, adjusted EBITDA for the prior year second quarter
reflects a $4.6 million reclassification of accounts receivable
securitization fees as interest expense to make it comparable to
the current period.

In the second quarter the company opened 3 stores, relocated 10
stores, remodeled 1 store and closed 16 stores. Stores in
operation at the end of the second quarter totaled 4,812.

                Company Lowers Fiscal 2010 Outlook

Based on expectations for a continued weak economy with high
unemployment negatively impacting front end sales along with
increased pressure on pharmacy gross margins, Rite Aid has lowered
its fiscal 2010 guidance.

Total sales are expected to be between $25.7 billion and $26.2
billion in fiscal 2010 with same store sales ranging from a
decrease of 1.0 percent to an increase of 1.0 percent over fiscal
2009. Adjusted EBITDA (which is reconciled to net loss on the
attached table) is expected to be between $900 million and $1
billion. Net loss for fiscal 2010 is expected to be between $390
million and $615 million or a loss per diluted share of $.48 to
$.74. Guidance for capital expenditures remains at approximately
$250 million.

A copy of Rite Aid's press release, which includes financial
statements, is available at http://researcharchives.com/t/s?4576

                     About Rite Aid Corporation

Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- is
one of the nation's leading drugstore chains with more than 4,800
stores in 31 states and the District of Columbia and fiscal 2009
annual revenues of more than $26.3 billion.

                            *     *     *

As of August 29, 2009, Rite Aid had $8,052,678,000 in assets
against debts of $9,453,207,000.

Rite Aid carries a 'Caa2' probability of default and corporate
family ratings from from Mody's, 'B-' issuer default rating from
Fitch, and 'B-' issuer credit ratings from Standard & Poor's.


RJ GROOVER: No Excusable Neglect for Tardy Notice of Appeal
-----------------------------------------------------------
WestLaw reports that a bankruptcy judge in Georgia has held that
the Pioneer standard for deciding whether the claims bar date may
be extended, after the fact, on an "excusable neglect" theory also
governed whether a party against which an adverse judgment had
been entered by the bankruptcy court could obtain an extension of
the time for filing a notice of appeal, after the appeals deadline
had expired, under this same "excusable neglect" standard.  An
insurer's mistaken assumption as to how quickly the underlying
lawsuit involving its insured would be resolved did not support an
extension of the time for it to appeal a denial of stay relief on
the coverage question on an "excusable neglect" theory.  In re
R.J. Groover Const., LLC, --- B.R. ----, 2008 WL 6783038 (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.


ROGER ORLAND WARREN: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Roger Orland Warren
               Debra Ann Warren
               2872 Quartz Canyon Dr
               Henderson, NV 89052

Bankruptcy Case No.: 09-27688

Chapter 11 Petition Date: September 22, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Ambrish S. Sidhu, Esq.
                  Sidhu Law Firm
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 384-4436
                  Fax: (702) 384-4437
                  Email: asidhu@sidhulawfirm.com

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

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

According to the schedules, the Company has assets of at least
$2,092,494, and total debts of $3,206,030.

A full-text copy of the Debtors' petition, including a list of
their 18 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nvb09-27688.pdf

The petition was signed by the Joint Debtors.


S&I INVESTMENTS: 12 Years of Rent Payments Evidenced Lease Deal
---------------------------------------------------------------
WestLaw reports that under Florida law, fee owners' course of
conduct constituted a waiver of a ground lease's assignment
requirements and, thus, the lessees' unrecorded assignment of
their leasehold interests to the Chapter 11 debtor-general
partnership was valid.  Accordingly, the debtor's interest in the
lease was property of the estate which the trustee could assume or
reject.  Although the lease provided that a valid assignment had
to be recorded in a specified county and that the lessees had to
provide additional documentation to the lessor, the course of
dealing between the fee owners and the debtor indicated that the
fee owners knew of the debtor's role in the lease.  The fee owners
had accepted rent payments and had knowledge of the debtor's of
the leased property for nearly 12 years, the court noted.
Moreover, the fee owners' long-term acceptance of performance from
the debtor was without protest.  This course of conduct was
reasonably susceptible of a good faith construction by the debtor
that the unrecorded assignment had been accepted and the condition
waived.  In re S & I Investments, --- B.R. ----, 2009 WL 2900271
(Bankr. S.D. Fla.).

The debtor's interest in the 99-year ground lease dated March 12,
1955, that was the subject of this dispute, is a significant asset
of the estate.  The property is a parcel of commercial real estate
located at 2941 East Las Olas Blvd. and 136 Almond Avenue in Fort
Lauderdale, Florida.  The property consists of a strip mall type
development located very close to Fort Lauderdale Beach.

An involuntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 08-
26220) was filed against S&I Investments on Oct. 29, 2009.   The
Involuntary Petition was filed by Stephanie Richmond, a 50% owner
of the Debtor.  Sisters Stephanie Richmond and Ilene Richmond own
the Debtor in equal shares.  On Jan. 7, 2009, the Court entered an
order for relief in the case.  On Feb. 6, 2009, the Court
appointed Leslie S. Osborne as the chapter 11 trustee.  On
February 18, 2009, the Debtor filed its schedules.


SELAH INVESTMENT: Files for Ch 11 to Keep Franchise Designation
---------------------------------------------------------------
Josh Brodesky at Arizona Daily Star reports that Selah Investment
Group Inc. has filed for Chapter 11 reorganization in a bid to
keep its franchise designation.

Selah Investment's lawyer, Eric Slocum Sparks, said that the
Company has $2.5 million in debt, much of it tied to back
franchise fees, which are equal to 3% of each shop's monthly gross
revenues, Arizona Daily states.   Selah Investment is four months
behind in the franchise fees, the report says, citing Mr. Sparks.

Arizona Daily quoted Mr. Sparks as saying, "Midas [an auto-repair
chain] has advised us that they are going to try to cancel or
terminate the franchise agreement.  We expect a fight with Midas
over the franchise agreement."

According to Arizona Daily, Mr. Sparks said that sales have
dropped 22% in the recession from a few years ago.  The report
says that work force at the seven locations has been cut from 51
to 32.  Mr. Sparks said that he expects the reorganization to be
completed within a year and that Selah Investment will emerge with
all 32 employees, although he admits that there is a possibility
some locations might close, Arizona Daily relates.  "We are going
to have to take each individual store as a separate profit center.
We may be forced to close certain stores in order to keep the
balance of those stores profitable," the report quoted Mr. Sparks
as saying.

Selah Investment Group Inc. owns seven Midas franchises in Tucson
and Green Valley.  It is owned by Ron Tacker.


SEMGROUP LP: Wins Approval of Fourth Amended Disclosure Statement
-----------------------------------------------------------------
SemGroup, L.P. announced September 24 it has won court approval of
the adequacy of the Fourth Amended Disclosure Statement for its
Plan of Reorganization, keeping the company on schedule to emerge
from Chapter 11 in November as planned.

The Fourth Amended Plan of Reorganization and Disclosure Statement
were filed with the U.S. Bankruptcy Court, District of Delaware on
September 22, 2009 to reflect a settlement with the Official
Producers Committee.  The company will seek confirmation of the
plan at a hearing on October 26, 2009.

"The Fourth Amended Plan of Reorganization has the support of the
company's Official Committee of Unsecured Creditors, the Official
Producers Committee, and the Secured Lenders," said Terry Ronan,
the company's president and chief executive officer.  "We look
forward to presenting our plan for confirmation and successfully
concluding the Chapter 11 restructuring."

A black-lined version of the Fourth Amended Disclosure Statement
is available for free at:

        http://bankrupt.com/misc/Semgroup_DSto4thPlan.pdf

                        About SemGroup L.P.

SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SHUMATE INC: Proposes Southwell & Rourke as Bankruptcy Counsel
--------------------------------------------------------------
Shumate, Inc., and its affiliates ask the U.S. Bankruptcy Court
for the Eastern District of New York for authority to employ
Southwell & Rourke, P.S., as counsel.

Southwell & Rourke will, among other things:

   -- represent the Debtors in the Chapter 11 case;
   -- will prepare a Chapter 11 Plan; and
   -- deal with issues relating thereto.

The hourly rates of Southwell & Rourke's personnel are:

     Dan O'Rourke                 $325
     Kevin O'Rourke               $250

Southwell & Rourke holds a $20,000 retainer in the Debtors' estate
account.

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

The firm can be reached at:

     Southwell & Rourke, P.S.
     960 Paulsen Center
     W.421 Riverside Avenue
     Spokane, WA 99201
     Tel: (509) 624-0159

                        About Shumate, Inc.

Kennewick, Washington-based Shumate, Inc., and its affiliates
filed for Chapter 11 on Sept. 9, 2009, (Bankr. E.D. Wash. Case
Nos. 09-05078 to 09-05081).  Barry W. Davidson, Esq., at Davidson
Backman Medeiros PLLC represents the Debtors in their
restructuring efforts.  In its petition, the Debtors listed assets
and debts both ranging from $10,000,001 to $50,000,000.


SPARTA COMMERCIAL: July 31 Balance Sheet Upside-Down by $2.5MM
--------------------------------------------------------------
Sparta Commercial Services, Inc.'s balance sheet at July 31, 2009,
showed total assets of $4,283,159 and total liabilities of
$6,881,202, resulting in a stockholders' deficit of $2,598,043.

For three months ended July 31, 2009, the Company posted a net
loss of $994,456 compared with a net loss of $1,709,042 for the
same period in 2008.

The Company's existence is dependent upon management's ability to
develop profitable operations.  In order to improve the Company's
liquidity, the Company's management is pursing additional equity
financing through discussions with investment bankers and private
investors.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4571

Headquartered in New York City, Sparta Commercial Services, Inc.
(OTC BB: SRCO.OB) -- http://www.spartacommercial.com/-- is a
nationwide, independent financial services company in the United
States exclusively dedicated to the powersports industry.

                        Going Concern Doubt

On Aug. 13, 2009, RBSM LLP in New York expressed substantial
doubt about the company's ability to continue as a going concern
after auditing the company's financial statements for the year
ended April 30, 2009, and 2008.  The firm reported that the
company suffered recurring losses from operations.


SPRINGBOARD GROUP: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to
Springboard Group S.a.r.l ("Skype"), including a B2 corporate
family rating, B2 probability of default rating, and B1 (LGD3,
42%) senior secured instrument ratings to a $30 million senior
secured revolving credit facility and $600 million senior secured
term loan expected to be issued through Springboard Finance LLC,
the primary US operating subsidiary of Skype.  The outlook is
stable.

Skype is a leading provider of internet-based communication
services (voice, video, text, and other features) through its
peer-to-peer software technology.  On September 1, 2009 eBay
(rated A3) agreed to sell a 65% equity interest in Skype for
approximately $1.9 billion to an equity consortium, including
Silver Lake Partners, CPP Investment Board, Index Ventures, and
Andreessen Horowitz.  The ratings assignments reflect the
anticipated capital structure for the standalone Skype entities
post closing of the acquisition, which is anticipated sometime
before the end of this year.

Springboard Group S.a.r.l

* Corporate family rating -- B2
* Probability of default rating -- B2

Springboard Finance, LLC

* $30 million Senior Secured Revolving Credit Facility due 4yrs
  rated B1, (LGD3 42%)

* $600 million Senior Secured Term Loan due 5yrs rated B1, (LGD3,
  42%)

* Stable outlook

Skype's B2 CFR reflects the significant industry and technology
risks inherent to the rapidly evolving field of peer-to-peer
internet communications and the wider deployment of Voice-over-
Internet-Protocol technology across the world, in addition to
competitive threats from incumbent carriers, other technology
developers, social networking sites, and regulatory bodies.  These
risks are significant and likely to constrain the rating over the
near-to-medium term particularly given the limited product
diversity of the company's revenue stream.  Moody's notes that
total post-closing adjusted Debt/EBITDA leverage (which includes
$125 million in seller financing from eBay) at over 5.0x, based on
6/30/09 EBITDA, is high among its competitors in communications
services and technology, although the company's projected revenue
and EBITDA growth should enable it to delever over the
intermediate term.  At the same time, the rating is supported by
the significant equity cushion provided by the sponsors, the
collateral package and the company's success in building over a
relatively short time period, a growing and profitable business
with strong cash generating capabilities.

Skype's revenues and EBITDA have grown substantially over the past
several years in conjunction with the company's registered user
base which is estimated to be around 480 million.  While this
number is substantial, the company has only monetized a relatively
small proportion of the user base, generating revenues primarily
from its international long distance voice service offering, which
allows paying users to participate in calls between their
computers and traditional telephone lines.  Although this service
has been successful to date, its longevity is threatened by the
ongoing migration of land line users to internet-based phones
(Skype does not charge users for computer to computer calls) as
well as the possibility of future regulatory action in certain
jurisdictions, as these calls effectively circumvent tariff-based
international long distance calls, which can be an important
revenue source for emerging market telecom operators and
governments.  Consequently, Moody's believes Skype's long-term
success will ultimately be dependent on the company's ability to
further develop new revenue streams, including mobile, advertising
and enterprise sales, that harness the powerful network effects of
its large user community.

Moody's notes that the company faces ongoing litigation regarding
licensing disputes in multiple jurisdictions involving core
components of its technology.  However, in addition to defending
its position in the courts, the company is working on a software
upgrade which will not involve the disputed technology.

The stable outlook reflects Moody's view that the company's credit
metrics will modestly improve over the next twelve to eighteen
months through revenue, EBITDA growth, and stable free cash flow
generation and that its prepaid calling business model will remain
viable in the near term, given the strength of its brand and
quality of its product.

Headquartered in Luxembourg, Skype is a technology company
centered around P2P communications and VoIP software tools.


SPRINGBOARD GROUP: S&P Assigns Corporate Credit Rating at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Springboard Group S.a.r.l (d/b/a
Skype).  The outlook is developing.

S&P also assigned a 'B' issue-level rating and '4' recovery rating
to Springboard Finance LLC's (aka Skype US LLC 2's) proposed
$630 million credit facility.  The '4' recovery rating indicates
S&P's expectations for average (30%-50%) recovery in the event of
payment default.

As proposed, the credit facility would consist of a $30 million
revolving credit facility due 2013 and a $600 million term loan B
due 2014.  Issue proceeds would be used to partially fund the
purchase of a 65% equity stake in Skype by an equity consortium
from eBay Inc. (A-/Positive/--).  Ratings are based on preliminary
documentation and are subject to the proposed transaction closing
and review of final documents.  Pro forma for the transaction,
Skype would have $725 million in outstanding debt (including a
$125 million seller pay-in-kind note to eBay).  The developing
outlook means that ratings could either be raised or lowered.

"The ratings on Skype reflect S&P's view of rapid technology and
market evolution; a short track record at current performance
levels; significant uncertainties regarding the timing and outcome
of ongoing patent litigations; and aggressive near-term leverage,"
said Standard & Poor's credit analyst Naveen Sarma.  "Somewhat
tempering these factors in S&P's opinion are Skype's significant
global scale, which provides strong network effects; and healthy
free cash flow conversion, which provides for potential
deleveraging, given the credit facility's cash flow sweep
feature."

With about 480 million registered users, Skype is a global
Internet communications company that delivers its voice over
Internet protocol communication and other services through a peer-
to-peer network architecture.  Although the majority of customers
use Skype to make free voice and video calls to other Skype users,
Skype has indicated that most of its revenues are derived from a
relatively small percentage of users that use the SkypeOut product
to make calls to non-Skype phones.  Skype focuses on low-volume
international long-distance calling routes.  S&P believes the
company has a competitive advantage in these markets because it
can offer its users a price below traditional fixed-line telephone
companies.

S&P thinks Skype faces the risk of technology obsolescence and the
pressure to continually innovate in the face of evolving
competition.  The company provides its communications software at
no charge, so its users have not made a financial commitment to
continue using Skype's software (other than the prepayments made
by SkypeOut users).  However, S&P believes the company's global
scale, which provides strong network effects, as well as its
patent portfolio, serves as a limitation on the near-term ability
for competitors to challenge Skype's leading market position.

Although Skype is currently growing revenues at a mid-20% annual
pace, the company only achieved the scale to generate positive
EBITDA in 2007.  Revenues and EBITDA for the last 12 months ended
June 30, 2009, were about $615 million and $142 million,
respectively.  S&P expects revenue growth to continue at a similar
pace, aided by strong growth in the core paid calling product, as
well as expansion into both the small and midsize enterprise and
mobile segments.  Because of the investments necessary to expand
into these new business lines, however, S&P expects that EBITDA
margins will likely decline modestly to less than 20%.

Adjusted leverage, at 5.1x, pro forma for the proposed debt
financing (including the seller PIK note), is aggressive, though
S&P believes the company has the ability to quickly reduce its
leverage.  If Skype were to continue on its present growth
trajectory, with double-digit revenue growth, S&P would expect the
company to generate healthy amounts of free cash flow, as capital
expenditure requirements are likely modest at less than 5% of
revenues.  The company is required under the terms of its bank
facility to make mandatory prepayments using its excess cash flow.
Thus, S&P expects adjusted leverage to decline below 4x by the end
of 2010.

Skype has ongoing patent litigation in the U.K. and the U.S. with
Joltid Ltd., a U.K.-based company owned by Skype's original
founders.  Skype licensed peer-to-peer communication technology
from Joltid through a license agreement.  According to eBay's SEC
filings, in March 2009, Skype filed a complaint in the English
High Court of Justice against Joltid.  Following the filing of the
claim, Joltid purportedly terminated the license agreement between
the parties and brought a counterclaim alleging that Skype had
repudiated the license agreement, infringed Joltid's copyright and
misused confidential information.  The U.K. trial is currently
scheduled for June 2010.  In September 2009, Joltid filed suit in
U.S. District Court seeking an injunction against Skype and
damages for various copyright infringements.  In the meantime,
Skype has indicated that it is pursuing the development of an
alternate technology that would replace the peer-to-peer
technology in question.  If Skype were to lose these cases, the
company could potentially lose the right to use the peer-to-peer
technology.  In addition, a significant financial judgment against
the company could exhaust Skype's current liquidity.  Significant
uncertainties exist regarding the ultimate size, timing, and types
of consideration that may be required to resolve the outstanding
litigation.  Because of the significant uncertainties, Standard &
Poor's is unable to assess at this time the credit impact, if any,
of the resolution of these events.

The developing outlook reflects the significant uncertainties
regarding timing and outcomes surrounding the ongoing patent
litigations.  If the litigations are settled without impacting
Skype's competitive and financial position, S&P would likely
consider raising the rating to 'B+'.  Conversely, if Skype were to
lose the Joltid cases, with a judgment that negatively impacted
the business and financial risk profiles or if Skype's competitive
positioning were to weaken due to increased competition such that
margins and free cash flow were to decline materially, S&P would
likely consider changing the outlook to negative or lowering the
rating.


STANFORD FINANCIAL: Owner Seeks Reversal of Equity Sale Orders
--------------------------------------------------------------
R. Allen Stanford has filed with the U.S. District Court for the
Southern District of Texas, in Dallas, that it intends to appeal
Judge David Godbey's Aug. 25 rulings enabling the receiver to sell
Stanford's stakes in a Houston luxury hotel development and two
Israeli development funds, according to reporting by Andrew Harris
at Bloomberg News.

Ralph Janvey as receiver for Stanford's businesses, asked for, and
received, permission to liquidate Stanford's shares in Midway CC
Hotel Partners LP for $2.7 million plus the assumption of
obligations of Stanford Venture Capital Holdings Inc., which the
receiver said included a pending $4.5 million capital call.

Mr. Janvey also obtained Godbey's permission to sell for
$4.1 million Stanford's $14.3 million stake in the Israeli
development funds to avoid $2.5 million in past-due capital calls
and another $61 million in future commitments.

                       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).


STRIVE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Strive Enterprises, Inc.
        210 Valley Brook Road
        McMurray, PA 15317

Bankruptcy Case No.: 09-27047

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

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

            http://bankrupt.com/misc/pawb09-27047.pdf

The petition was signed by John Salvitti, president of the
Company.


SUN-TIMES MEDIA: Authorized to Hold Tyree-Led Auction
-----------------------------------------------------
Sun-Times Media Group Inc. won approval from the Bankruptcy Court
to conduct an auction where a group led by James C. Tyree will be
the lead bidder with an offer valued at $26.5 million, Michael
Bathon at Bloomberg News reported.

Sun-Times Media will sell its business to James C. Tyree-led
STMG Holdings LLC, absent higher and better bids at an auction on
October 7.  The Debtors will seek the Court's approval of the
results of the auction on Oct. 8.

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 submitted an offer to purchase assets on a going concern
basis.

                       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.


SYNOVICS PHARMA: July 31 Balance Sheet Upside-Down by $773,000
--------------------------------------------------------------
Synovics Pharmaceuticals Inc.'s balance sheet at July 31, 2009,
showed total assets of $18,767,220 and total liabilities of
$19,540,253, resulting in a stockholders' deficit of $773,033.

For three months ended July 31, 2009, the Company posted a net
loss of $2,020,887 compared with a net income of $489,670 for the
same period in 2008.

For nine months ended July 31, 2009, the Company posted a net loss
$5,714,559 compared with a net loss of $4,676,159 for the same
period in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?455c

Based in Fort Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

                        Going Concern Doubt

Miller Ellin & Company, LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals, Inc.'s ability to continue
as a going concern after auditing the consolidated balance sheets
of the Company and its subsidiaries as of Oct. 31, 2008, and 2007
and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended Oct. 31,
2008, 2007, and 2006.  The firm pointed out that the company has
negative working capital of $6,540,018 and has experienced
significant losses and negative cash flows.  The company incurred
net losses of $4,005,831, $20,857,884, $8,571,021, $2,911,260 and
$1,124,336, for the years ended Oct. 31, 2008, 2007, 2006, 2005,
and 2004.  As of Oct. 31, 2008, the Company's accumulated deficit
was $78,649,597.


TAYLOR BEAN: Must Ink Pact With Ocala to Keep Electricity
---------------------------------------------------------
Susan Latham Carr at Ocala Star-Banner reports that unless Taylor
Bean & Whitaker Mortgage Corp. signs an agreement with the city of
Ocala and pays a $71,000 deposit, it will lose the electricity at
its Northeast 14th Street facilities.

Star-Banner states that Taylor Bean owes the city $113,743 in
electric charges.  The city initially requested a deposit of
$161,972, which represents 2-1/4 months of the average monthly
usage, says Star-Banner.

According to Star-Banner, Ocala Assistant City Attorney W. James
Gooding worked out an agreement with Taylor Bean's bankruptcy
attorneys on Wednesday in which the Company will pay the city for
post-bankruptcy electric utility charges.  The report says that
the city would cut off the power if no agreement was reached.

Star-Banner relates that the agreement is subject to Ocala City
Council approval, which will likely be sought at a special City
Council meeting on Tuesday.

Star-Banner quoted Mr. Gooding as saying, "The city is putting
them on a two-week billing cycle, and Taylor Bean has to pay the
bills 10 days after they are rendered.  The city can discontinue
utility service four days after that.  Therefore, the city could
discontinue utility service before Taylor Bean owes us more than
the amount of the deposit."

The bankruptcy court has issued a cash collateral order that
allows some of the money that Taylor Bean collects to pay
operating expenses, Star-Banner reports, citing Mr. Gooding.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TENET HEALTHCARE: TCW Group Discloses 4.8% Equity Stake
-------------------------------------------------------
The TCW Group, Inc., discloses that it beneficially owns
23,226,697 shares or roughly 4.8% of the common stock of Tenet
Healthcare Corporation.

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At June 30, 2009, Tenet had $7.92 billion in total assets against
$7.59 billion in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service downgraded the ratings of Tenet's senior
secured notes due 2015 and 2018 to B1 (LGD3, 32%) from Ba3 (LGD2,
23%) and senior unsecured notes to Caa2 (LGD5, 82%) from Caa1
(LGD5, 75%).  Moody's also affirmed Tenet's B3 Corporate Family
and Probability of Default ratings.  The rating outlook remains
stable.

On June 3, 2009, the TCR said Standard & Poor's Ratings Services
assigned Tenet's issuance of up to $1.0 billion senior secured
notes its issue-level of 'BB-' (two notches higher than the 'B'
corporate credit rating on the company).  S&P also assigned the
notes a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery for noteholders in the event of a
payment default.  The issue-level and recovery ratings on Tenet's
existing $1.4 billion senior secured notes and $800 million asset-
based lending (ABL) facility remain unchanged at 'BB-' and '1',
respectively.  S&P also revised its recovery rating on Tenet's
various tranches of senior unsecured debt to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default, from '4'.  S&P lowered the issue-level rating on
this debt to 'CCC+' (two notches lower than the 'B' corporate
credit rating) from 'B', in accordance with S&P's notching
criteria for a '6' recovery rating.

The TCR also said Fitch Ratings assigned a 'BB-/RR1' rating to
Tenet's $450 million in senior secured notes due 2019.  Fitch
currently rates Tenet:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.  The ratings apply to roughly
$4.6 billion of debt outstanding as of March 31, 2009.


TENET HEALTHCARE: To Issue 7% Mandatory Convertible Preferreds
--------------------------------------------------------------
Tenet Healthcare Corporation is offering 300,000 shares of 7.00%
mandatory convertible preferred stock.

Quarterly dividends on each share of the mandatory convertible
preferred stock will accrue at a rate of 7.00% per year on the
liquidation preference of $1,000 per share.  Dividends will accrue
and accumulate from September 25, 2009, and, to the extent that
Tenet declare a dividend payable, it will pay dividends in cash on
January 1, April 1, July 1, and October 1 of each year through,
and including, October 1, 2012.

Each share of the mandatory convertible preferred stock has a
liquidation preference of $1,000, plus an amount equal to accrued,
accumulated and unpaid dividends.

Each share of the mandatory convertible preferred stock will
automatically convert on October 1, 2012, into ____ between
142.4501 and 170.9402 shares of Tenet's common stock, subject to
anti-dilution adjustments, depending on the average of the closing
prices per share of its common stock on each of the 20 consecutive
trading days ending on the third trading day immediately preceding
the mandatory conversion date, subject to certain conditions.

At any time prior to October 1, 2012, holders may elect to convert
shares of the mandatory convertible preferred stock at the minimum
conversion rate of 142.4501 shares of the common stock, subject to
anti-dilution adjustments.  If holders elect to convert shares of
the mandatory convertible preferred stock during a specified
period in connection with a make-whole event, the conversion rate
will be adjusted under certain circumstances and holders will also
be entitled to receive a make-whole amount in cash, common stock
or a combination thereof (as elected by Tenet).

Prior to the offering, there has been no public market for the
mandatory convertible preferred stock.  Tenet does not intend to
list the mandatory convertible preferred stock on any securities
exchange.  Tenet's common stock is listed on the New York Stock
Exchange under the symbol "THC."  The last reported sale price of
Tenet's common stock on September 21, 2009, was $5.85 per share.

Goldman, Sachs & Co., Barclays Capital, Moelis & Company, and
Wells Fargo Securities serve as underwriters.

A full-text copy of the Prospectus Supplement is available at no
charge at http://ResearchArchives.com/t/s?4573

A full-text copy of the Free Writing Prospectus is available at no
charge at http://ResearchArchives.com/t/s?4574

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At June 30, 2009, Tenet had $7.92 billion in total assets against
$7.59 billion in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service downgraded the ratings of Tenet's senior
secured notes due 2015 and 2018 to B1 (LGD3, 32%) from Ba3 (LGD2,
23%) and senior unsecured notes to Caa2 (LGD5, 82%) from Caa1
(LGD5, 75%).  Moody's also affirmed Tenet's B3 Corporate Family
and Probability of Default ratings.  The rating outlook remains
stable.

On June 3, 2009, the TCR said Standard & Poor's Ratings Services
assigned Tenet's issuance of up to $1.0 billion senior secured
notes its issue-level of 'BB-' (two notches higher than the 'B'
corporate credit rating on the company).  S&P also assigned the
notes a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery for noteholders in the event of a
payment default.  The issue-level and recovery ratings on Tenet's
existing $1.4 billion senior secured notes and $800 million asset-
based lending (ABL) facility remain unchanged at 'BB-' and '1',
respectively.  S&P also revised its recovery rating on Tenet's
various tranches of senior unsecured debt to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default, from '4'.  S&P lowered the issue-level rating on
this debt to 'CCC+' (two notches lower than the 'B' corporate
credit rating) from 'B', in accordance with S&P's notching
criteria for a '6' recovery rating.

The TCR also said Fitch Ratings assigned a 'BB-/RR1' rating to
Tenet's $450 million in senior secured notes due 2019.  Fitch
currently rates Tenet:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.  The ratings apply to roughly
$4.6 billion of debt outstanding as of March 31, 2009.


TEXANS CUSO: Proposes Rochelle McCullough as Bankruptcy Counsel
---------------------------------------------------------------
Texans CUSO Insurance Group LLC asks the U.S. Bankruptcy Court for
the Northern District of Texas for authority to employ Rochelle
McCullough L.L.P. as counsel.

RM LLP will, among other things:

   -- take all necessary action to protect and preserve the estate
      of the Debtor, including the prosecution of actions on the
      Debtor's behalf, the defense of any action commenced against
      the Debtor, the negotiation of disputes in which the Debtor
      is involved, and the preparation of objections to claims
      filed against the Debtor's estate;

   -- prepare on behalf of the Debtor, all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration ans prosecution of the
      Debtor's Chapter 11 case; and

   -- assist the Debtor in connection with any proposed sale of
      assets pursuant to Bankruptcy Code Section 363.

RM LLP received an evergreen retainer of $150,000, RM LLP applied
prepetition fees and expenses of $92,292.  The remaining retainer
will be held as security against postpetition fees and expenses.

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

The firm can be reached at:

     Rochelle McCullough L.L.P.
     101 E. Park Blvd., Suite 951
     Plano, TX 75074
     Tel: (972) 735-9143
     Fax: (972) 735-9780

                About Texans CUSO Insurance Group

Texans CUSO Insurance Group LLC, fka Curley Insurance Group, is a
nonprofit credit union and a subsidiary of Texans Credit Union.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on September 5, 2009 (Bankr. N.D. Texas Case No. 09-
35981).  Scott Mark DeWolf, Esq., at Rochelle McCullough L.L.P.
assists the Debtors in their restructuring efforts.  Texans CUSO
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


TIB FINANCIAL: Deferring Payments to Trust Preferred Holders
------------------------------------------------------------
TIB Financial Corp. received a request from the Federal Reserve
Bank of Atlanta for the Company's Board of Directors to adopt a
resolution that it will not declare or pay any dividends on its
outstanding common or preferred stock, nor will it make any
payments or distributions on the outstanding trust preferred
securities or corresponding subordinated debentures, without the
prior written approval of the Reserve Bank.  The Board intends to
adopt this resolution in October.  Pursuant to the resolution,
upon adoption, the Company must submit any such request 30 days
prior to the date on which it wishes to declare or make such
payments.

The Company has an interest payment of approximately $105,000
payable on October 7, 2009 on its $20,000,000 of trust preferred
securities due July 7, 2036.  Accordingly, the Company notified
the trustee of the trust preferred securities on September 21,
2009, as required by the indenture agreement, of its election to
defer interest payments.  The indenture agreement, under which the
trust preferred securities are issued, allows the Company the
right to defer interest payments up to 20 calendar quarters. Such
an election to defer payments is not considered a default.  During
the period that the Company is deferring these interest payments,
it may not pay any cash dividends on its common or preferred stock
or repurchase any securities.

TIB Financial Corp.'s balance sheet dated June 30, 2009, shows
$1.8 billion in assets and $1.7 billion in liabilities.

TIB Financial Corp. is a bank holding company headquartered in
Naples, Florida, whose business is conducted primarily through its
wholly owned subsidiaries, TIB Bank, The Bank of Venice, and
Naples Capital Advisors, Inc.  Together with its subsidiaries, TIB
Financial Corp. has 28 full service banking offices in Monroe,
Miami-Dade, Collier, Lee, and Sarasota counties, Florida.  On
February 13, 2009, TIB Bank acquired the non-brokered deposits,
branch office operations and other specific assets from the FDIC
as receiver of the former Riverside Bank of the Gulf Coast.


TRIAD AT LAGRANGE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Triad at LaGrange I, LLC
        10 Roswell Street, Suite 210
        Alpharetta, GA 30009

Bankruptcy Case No.: 09-13383

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Triad at Jeffersonville I, LLC                     09-13384
Triad at Lumber City I, LLC                        09-13385
Triad at Powder Springs I, LLC                     09-13386
Triad at Thomasville I, LLC                        09-13387

Chapter 11 Petition Date: September 22, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Gregory D. Ellis, Esq.
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  3343 Peachtree Raod, NE Suite 550
                  Atlanta, GA 30326-1022
                  Tel: (404) 262-7373

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

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

A full-text copy of the Debtors' petition, including a list of
their 17 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/ganb09-13383.pdf

The petition was signed by Ronald M. Herbert Jr., chief operating
officer of the Company.


TRIBUNE CO: Can't Exit Chapter 11 Until LBO Claims Resolved
-----------------------------------------------------------
Creditors of Tribune Co. say the publisher cannot exit from
bankruptcy protection without first resolving claims in connection
with its 2007 buyout.

The Law Debenture Trust Company of New York, as successor
indenture trustee for 18% of the senior notes issued by Tribune,
is seeking the Bankruptcy Court's authority to conduct discovery
under F.R.B.P. Rule 2004 relating Tribune's $13.8 billion
leveraged buyout led by Sam Zell in December 2007.  The bondholder
trustee wants to examine potential causes of action by the estate,
noting that the transaction -- where Tribune incurred $11.2
billion in secured debt -- did not benefit Tribune, which filed
for bankruptcy just a year after the LBO.

David S. Rosner, a partner of Kasowitz, Benson, Torres & Friedman
LLP, who represents Law Debenture said that claims in connection
with the LBO is the central issue in the case.  Centerbridge
Credit Advisors, which holds about 37% of Tribune's pre-buyout
unsecured notes, said in court documents the Company can't get out
of bankruptcy by the end of the year as planned without quickly
settling allegations that the buyout was a fraud under U.S.
bankruptcy law.  Howard Seife, who represents the official
committee of unsecured creditors, agreed that the Company won't be
able to exit bankruptcy without dealing with those claims.

Mr. Rosner, according to Steven Church at Bloomberg News, said
that Law Debenture will now get access to internal bank documents
about the LBO under a confidentiality agreement.  Law Debenture
has withdrawn its request for an examiner to investigate the LBO.
Law Debenture had asked for an examiner in the event it won't be
allowed to conduct a discovery.

Targets of a potential litigation include J.P. Morgan Chase Bank
N.A., and Merrill Lynch Capital Corporation, banks which provided
funding for the LBO.  Also possible targets are former
shareholders, including the Robert R. McCormick Foundation, which
cashed out their shares in Tribune in the LBO.  These parties have
opposed Law Debenture's request for a probe.

                         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 December 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.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 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)


TRIBUNE CO: Wins Court Nod to Sell Chicago Cubs
-----------------------------------------------
Tribune Co. received permission from the Bankruptcy Court to sell
the Chicago Cubs, paving the way for the baseball team to file
bankruptcy to make the transaction final.

Under the sale process approved by Judge Kevin Carey at the end of
August, the National League Ball Club, LLC, Tribune's non-debtor
affiliate directly owning the Cubs, will file for Chapter 11 as
soon as the Bankruptcy Court approves Tribune's proposal and in
order to effectuate the sale.  Judge Carey has scheduled a hearing
on October 1, 2009 to consider approval of the sale in CNLBC's
case.

Tribune will be selling the Chicago Cubs baseball team to the
family of TD Ameritrade Holding Corp. founder Joe Ricketts, for a
consideration expected to bring $740 million in cash for
creditors.

Aside from approval from the Bankruptcy Court, transfer of the
Cubs team requires approval by Major League Baseball, an
unincorporated association of 30 member clubs in North America.

Because the transaction was a so-called leveraged partnership, it
will enable Tribune to avoid paying about $300 million in taxes,
Steven Church at Bloomberg said, citing tax consultant Robert
Willens, who teaches a class on tax law at the business school at
Columbia University. The structure, however, probably will prompt
questions from the U.S. Internal Revenue Service, Mr. Willens
said.

                         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 December 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.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 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)


US AIRWAYS: Financial Condition Won't Affect Moody's Rating
-----------------------------------------------------------
Moody's Investors Service said US Airways Group, Inc.'s equity
issuance announced on September 22, 2009, modestly enhances the
company's near term financial condition, but does not affect the
Caa1 corporate family or other debt ratings of the company.

The last rating action on US Airways was the July 23, 2008, when
Corporate Family and Probability of Default Ratings were
downgraded to Caa1 from B3.

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries operates one of the largest airlines in the U.S. with
service throughout the U.S. as well as Canada, the Caribbean,
Latin America and Europe.


USMDS INC: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: USMDS, Inc.
        2801 Finley Road
        Downers Grove, Il 60515

Bankruptcy Case No.: 09-35231

Chapter 11 Petition Date: September 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Mitchell Elliot Jones, Esq.
                  Jones Law Offices
                  25 East Washington Street, Suite 906
                  Chicago, IL 60602
                  Tel: (312) 236-2112
                  Fax: (312) 236-2634
                  Email: mej@joneslaw.org

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/ilnb09-35231.pdf

The petition was signed by James Gentile, president of the
Company.


VELOCITY EXPRESS: Files for Bankruptcy to Sell to ComVest
---------------------------------------------------------
Velocity Express Corporation said that it has reached an agreement
with a subsidiary of ComVest Investment Partners III, L.P., a
leading private investment firm with a proven track record in the
transportation industry.  Under the agreement, ComVest will begin
a process to become the Company's new majority owner and
significantly deleverage the Company through an exchange of debt
for equity in Velocity.

Vincent A. Wasik, Velocity's Chairman and Chief Executive Officer,
stated, "We believe that this transaction is a major win for
Velocity, our Customers, Independent Contractors and Employees. It
will reduce the burden of our legacy liabilities by eliminating
over $100 million of debt and create a financially stronger, well
capitalized company.  With a stronger financial position, we will
continue to be able to pursue large business development
opportunities, and increase our investment in technology and
services to benefit our valued Customers. We will also have the
backing and support of a new strong financial and operating
partner in ComVest. Thanks to the continued support and hard-work
of our more than 4,000 dedicated Employees and Independent
Contractors, we expect this transition to be seamless to our
Customers."

Jose Gordo, a Partner at ComVest, said, "ComVest is truly excited
about the future prospects of Velocity.  We believe that this
restructuring will eliminate the significant debt that has
burdened the Company for the last few years and turn the Company's
balance sheet into a major strength. Velocity has a solid
operational foundation with outstanding long-term Customers and a
strong sales pipeline.  Together, we look forward to continuing to
provide Velocity's Customers with the timely, high-quality service
they have come to expect."

Velocity's restructuring will be accomplished through a pre-
packaged Section 363 sale pursuant to Chapter 11 of the United
States Bankruptcy Code.  The change in ownership will be achieved
through a restructuring of Velocity's balance sheet in which
ComVest will exchange its Velocity debt for a controlling equity
ownership interest.  Upon the completion of the transaction,
ComVest will own the substantial majority of Velocity's equity.
The management team, which will remain in place, will own a
minority stake in the restructured Company, as will former
bondholders.

The Company expects that this transition will be seamless for
Customers, Independent Contractors, Employees and Vendors.  All
settlement payments for Independent Contractors as well as payroll
and benefits for Velocity employees have been guaranteed by
Velocity to ensure a smooth process, which should be completed in
30 to 45 days.

                         About ComVest

The ComVest Group is a leading private investment firm focused on
providing debt and equity solutions to lower middle-market
companies with enterprise values of less than $350 million. Since
1988 the ComVest Group has invested more than $2 billion of
capital in over 200 public and private companies worldwide.
Through our extensive financial resources and broad network of
industry experts, we are able to offer our companies total
financial sponsorship, critical strategic support, and business
development assistance.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.


VULCAN ENERGY: Moody's Assigns 'Ba2' Rating on $280 Mil. Loan
-------------------------------------------------------------
Moody's Investors Service assigned Ba2 (LGD 6; 96%) ratings to
Vulcan Energy Corp.'s pending six year $280 million senior secured
term loan and $5 million three year senior secured revolving
credit facility, and affirmed its Ba1 Corporate Family Rating and
stable rating outlook.  Term loan proceeds will retire the
remaining $274 million outstanding in VEC's existing term loan.

VEC is 80% owned by Paul Allen and 20% by other private investors.
VEC is an investment vehicle that owns 50.1% of Plains AAP, L.P.,
which, in turn, owns 100% of Plains All-American Pipeline, L.P.'s
(PAA; Baa3 senior unsecured rating, stable outlook) general
partner, Plains All-American GP, LLC.  VEC also owns 9.1% of PAA's
common master limited partner units.  PAAGP is also 10% owned by
Occidental Petroleum (A2, stable), 4.6% by PAA management, 17.9%
by the Kayne Anderson investment group, 8.8% by the E-Holdings
investment group, and 8.6% by other private investors.

The Ba1 Corporate Family Rating reflects the effectively
consolidated credit profile of the combined VEC, PAAGP, and PAA
group, which Moody's considers to be fully leveraged relative to
VEC's and PAA's ratings.  The notching of VEC's Ba2 term loan
rating below the CFR reflects the loan's structural subordination
to first secured term debt at PAAGP, all debt at PAA, and,
effectively, to the debt-like claim on cash flow of cash
distributions to the common units.  All operating assets and cash
flow reside at PAA.

All of VEC's cash flow comes from its 50.1% share of PAA's
distributions to its 2% general partnership interest and its 9.1%
share of PAA's cash distributions to its common unit holders.
Incentive distribution rights have pushed general partner
distributions to 57% of VEC's cash flow.  If PAA needed to reduce
its inherently heavy MLP cash distributions, distributions on GP
units would suffer first and most and distributions on common
units would suffer last and least.  As PAA pursues its growth and
consolidation strategy, VEC debt is also exposed to acquisition
event and releveraging risk.  VEC is also exposed to volatility in
PAA's low margin crude oil, natural gas, and other hydrocarbon
marketing and trading businesses.

The CFR is placed at the VEC level, the uppermost rated entity in
the economic group.  The combined debt at VEC, PAAGP, and PAA
depends on the same operating cash flow stream (PAA) for debt
service and on the strength and outlook for PAA when VEC, PAAGP,
and PAA refinance their debt.  PAAGP manages PAA and PAAGP's board
of directors serves as PAA's board of directors.  While, under a
voting rights agreement VEC's voting control over PAAGP is
restricted to 49.9%, given the completely aligned economic
interests of VEC, PAAGP, and PAA, as well as VEC's and PAA
management's effective combined control of PAA and PAAGP, Moody's
consolidates VEC, PAAGP, and PAA into one credit group.
Furthermore, VEC can unilaterally terminate the VRA with one-
year's notice, or, immediately if (i) private equity firms Kayne
Anderson and ENCAP both sell their minority PAAGP interests, (ii)
Greg Armstrong ceases to be PAA's chief executive officer, or
(iii) Harry Pefanis ceases to be PAA's chief operating officer.

VEC's first half 2009 EBITDA was $105 million annualized, 43% of
which came from common unit distributions and 57% of which came
from general partner distributions.  PAA's public guidance for
2009 calls for approximately $1 billion of EBITDA, $225 million of
interest expense, and approximately $350 million in capital
spending.  PAA reports that maintenance capital spending is
approximately $90 million.

At June 30, 2009, pro-forma group debt includes VEC's $280 term
loan, PAAGP's $200mm term loan and $3.569 billion of senior notes,
$325 million borrowed under its $1.6 billion unsecured bank
revolver, and $436 million borrowed under its secured $525 million
hedged inventory borrowing facility.  Subsequently, during third
quarter 2009 to-date, PAA issued $1 billion in senior notes and
raised $246 million in net equity proceeds from a common units
offering.

The last rating action was November 16, 2006, when Moody's
affirmed VEC ratings.  Moody's July 24, 2008 Issuer Comment also
stated that VEC's ratings would be unaffected by its reduced
percentage ownership in PAAGP upon Occidental's purchase of a 10%
interest in PAAGP.

Vulcan Energy Corporation is headquartered in Seattle, Washington
and Plains All-American Pipeline, L.P., is headquartered in
Houston, Texas.  PAA is a public master limited partnership
engaged in the midstream crude oil activities of gathering,
transporting, terminalling and storage, marketing, and crude oil
trading, and marketing and storage of liquefied petroleum gas and
other natural gas related petroleum products.


WARNER CHILCOTT: $980 Mil. Sale Deal Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service commented that there are no immediate
rating implications for Warner Chilcott Company, LLC and Warner
Chilcott Corporation based on the planned sale of certain
dermatology products to Leo Pharmaceuticals for net proceeds of
approximately $980 million.  Warner Chilcott's Corporate Family
Rating is B1 and the rating outlook is stable.

Moody's last rating action on Warner Chilcott was an affirmation
of the company's ratings with a stable outlook on August 24, 2009.

Headquartered in Ardee, Ireland, Warner Chilcott is a marketer and
developer of branded pharmaceutical products focused on the U.S.
women's healthcare and dermatology markets.  For the first six
months of 2009, the company reported total revenue of
approximately $497 million.


WASHINGTON MUTUAL: Wants to Sell Windpower Assets to Goldman
------------------------------------------------------------
Washington Mutual Inc. and its affiliates seek the Court's
authority to allow WMI Investment Corp., to enter into the Letter
of Intent with Goldman, Sachs & Co., pursuant to which WMI
Investment will:

  (1) enter into exclusive negotiations with Goldman Sachs
      regarding Goldman Sachs' potential purchase of WMI
      Investment's membership interest in JPMC Wind Investment
      Portfolio LLC; and

  (2) reimburse Goldman Sachs for its reasonable out-of-pocket
      professional fees and expenses, up to a maximum of
      $300,000.

Goldman Sachs has presented an indicative purchase price in
excess of $15 million, but requested that the purchase price
offered and set forth in the Letter of Intent be treated as
confidential information pursuant to Section 107(b) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure.

An unredacted copy of the Letter of Intent, with the indicative
Purchase Price disclosed, has been provided to the Official
Committee of Unsecured Creditors, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
relates.

Mr. Collins explains that the Wind Power Investment is comprised
of WMI Investment's membership interest in JPMC Wind Investment
Portfolio LLC, a portfolio holding company which owns an equity
interest in each of these four project companies:

  (a) Airtricity Sand Bluff WF Holdco, LLC, which owns the
      Airtricity-Sand Bluff wind farm, near Sterling City,
      Texas;

  (b) UPC Hawaii Wind Partners II, LLC, which owns the UPC-
      Kaheawa Pastures wind farm, located in Maui, Hawaii;

  (c) Whirlwind Energy, LLC, which owns the RES-Whirlwind wind
      farm, located in Floyd County, Texas; and

  (d) Buffalo Gap Holdings 2, LLC, which owns the AES-Buffalo
      Gap 2 wind farm, located in Nolan and Taylor Counties,
      Texas.

According to Mr. Collins, CP Energy Group, LLC, as the Debtors'
investment banker, identified potential purchasers of the Wind
Power Investment and assisted in negotiations with prospective
purchasers.  Out of seven parties that expressed interest in the
Wind Power Investment, the Debtors determined that the bid
submitted by Goldman Sachs is the highest and best bid remitted.
Subsequently, WMI Investment and Goldman Sachs entered into a
non-binding Letter of Intent through which Goldman Sachs
expressed interest in acquiring the Investment.

The parties agreed that WMI Investment will reimburse Goldman
Sachs for its reasonable out-of-pocket professional fees and
expenses incurred in conducting due diligence, preparing and
negotiating definitive documentation, and consummating the
Transaction, in an amount not to exceed $300,000 in the
aggregate, provided that the purchase price is greater than
$15 million.

The up-front Expense Reimbursement is standard practice in the
marketplace for similar tax equity investments, and reasonable in
comparison to the potential purchase price of the Wind Power
Investment, according to Mr. Collins.

WMI Investment's Expense Reimbursement obligation would cease if
it enters into definitive agreements with Goldman Sachs with
respect to the Wind Power Investment, and the transaction is not
consummated as a result of Goldman Sachs' material breach.

To the extent that Goldman Sachs and WMI Investment determine to
consummate the Sale, the Debtors will seek the Court's approval
of certain bidding procedures and any definitive documentation or
"stalking horse" agreement with Goldman Sachs, subject to higher
and better offers, which request will disclose the actual
purchase price.

The Letter of Intent also provides that Goldman Sachs will have
the exclusive right to negotiate with WMI Investment with respect
to the Wind Power Investment from and after the date of the
Letter of Intent until the earliest to occur of any these
defaults during which the "exclusive right" will automatically
terminate:

  -- if the Court does not enter an order authorizing WMI
     Investment to enter into the Letter of Intent and approve
     the Expense Reimbursement by November 4, 2009;

  -- 60 sixty days after the Court authorizes WMI Investment to
     enter into the Letter of Intent and approves the Expense
     Reimbursement;

  -- if the purchase price that Goldman Sachs offers WMI
     Investment in respect of the Wind Power Investment, after
     taking into account any purchase price adjustments that may
     be agreed between the parties, is less than $15 million;
     and

  -- upon WMI Investment's receipt of written notice from
     Goldman Sachs that Goldman Sachs has elected not to proceed
     with the purchase of the Wind Power Investment.

The terms of the Letter of Intent were negotiated in good faith
and the preliminary, non-binding, terms and conditions of the
proposed transaction are the most favorable of the proposals
received by the Debtors to date, Mr. Collins tells Judge Walrath.

Hence, in light of the potential benefits to the Debtors' estates
from the proposed sale with Goldman Sachs or another bidder who
makes a higher or better offer at an auction, the Debtors believe
that it is appropriate to proceed with the sale.

         JPMC Wind Investment Entities Reserve Rights

JPMC Wind Investment LLC and JPMC Wind Investment Portfolio LLC
reserved their rights in connection with the Proposed Sale.  Each
of JPMC Wind Investment and WMI Investment holds an equal
membership interest in the LLC, where JPMC Wind Investment is the
"Managing Member" of the LLC and WMI Investment is the "Investor
Member" of the LLC, Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, noted.

The LLC and JPMC Wind Investment both have filed proofs of claim
against WMI Investment asserting, among other things, claims for
amounts that are or may be owing to the parties.  Specifically,
both the LLC and JPMC Wind Investment have asserted that WMI
Investment is required to indemnify them from and against any and
all losses resulting from a transfer of WMI Investment's interest
in the LLC, Mr. Landis pointed out.

Although neither JPMC Wind Investment nor the LLC has objected to
the Debtors' solicitation of interest under the Letter of Intent,
neither JPMC Wind Investment nor the LLC have, or will be deemed
to have (i) consented to the transfer of WMI Investment's
interest in the LLC to Goldman Sachs or any other purchaser or
transferee, or (ii) waived any of their rights in the Claims or
under bankruptcy and non-bankruptcy law.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


* CBS Broadcasting Denies Possible Bankruptcy
---------------------------------------------
Joe Weisenthal at The Business Insider reports that CBS has
objected to being included in the Audit Integrity's list of 10
major names at risk of going bankrupt.

"Any suggestion that CBS is currently at risk of bankruptcy is
absurd, with no basis in either fact or reason.  The ironically-
named firm Audit Integrity, uses three misleading models for its
faulty calculation, two of which are wholly inappropriate for CBS
and a third 'proprietary' model that was developed for commercial
purposes.  Based on the models they do reveal, the methodology
uses out-of-date data and a host of invalid assumptions, including
a point-in-time market capitalization for CBS that is $2 billion
below where we are today.  Contrary to Audit Integrity's
'findings,' CBS has an investment grade debt rating, low credit
default risk, and a strong debt-to-equity ratio.  We urge all
credible media outlets and aggregators to report the issue fully,
and to challenge Audit Integrity's flawed pseudo-analysis before
blindly regurgitating their misinformation," The Business Insider
quoted CBS as saying.

CBS Broadcasting Inc. (CBS) is an American television network, one
of television's original "big three", which also include NBC and
ABC.  Like NBC, CBS started out as a radio network.  The name is
derived from the initials of the network's former name, Columbia
Broadcasting System.


* Airline Outlook Improves While Fliers Face Fees, Packed Planes
----------------------------------------------------------------
U.S. airlines like Delta Air Lines Inc., AMR Corp. and UAL Corp.
have more than doubled in U.S. trading since March as the travel
slump starts to ease and bankruptcy concerns abate, Mary Jane
Credeur and Mary Schlangenstein at Bloomberg reported.  The
Bloomberg U.S. Airlines Index has outperformed the Standard
& Poor's 500 Index by 2-to-1 after a March 5 low as carriers
chop flying and impose levies for services that once were free.

However, the Bloomberg report notes the U.S. carriers, in order to
cut losses, have increased luggage fees, eliminated freebies and
charge for services that were previously free and crowding planes
because of flight cuts, to the detriment of passengers.


* Luxury Hotels in U.S. Risk Default, Says Realpoint
----------------------------------------------------
Luxury hotel owners risk defaulting on their debt as the recession
cuts occupancies and the credit crunch constrains refinancing,
Nadja Brandt Brandt at Bloomberg said, according to Realpoint LLC,
a credit rating company that tracks commercial mortgage-backed
securities.

Realpoint said that loans secured by more than 1,500 hotels with a
total outstanding balance of $24.5 billion may be in danger of
default.  According to David Loeb, an analyst at Robert W. Baird &
Co., luxury hotels have been aggressively funded during the peak
CBMS issuance years, thus, they are now crowding the watch list
for defaults given the current market.

According to Realpoint, real estate firm Millennium Partners LLC
is 90 days delinquent on a $90 million loan secured by the Four
Seasons San Francisco, a 277-room, five-star property, and
foreclosure proceedings have begun.  Surrey Hotel Associates LLC
has deferred payments, and is seeking to restructure, a $100
million loan that is secured by The Dream Hotel, a 220-room hotel
on West 55th Street in New York City.  Pointe South Mountain
Resort LLC, a Grossman Company Properties affiliate, is 90 days
delinquent on a $190 million which had the 640-room Arizona Grand
Resort as collateral.

Realpoint also is monitoring a $1 billion loan taken by CNL
Hotels and Resorts, a company acquired by a Morgan Stanley real
estate fund.  The loan is secured by five properties with 14 golf
courses, including the Arizona Biltmore in Phoenix and the Grand
Wailea Resort Hotel & Spa in Maui, Hawaii.

Realpoint is a nationally recognized credit-rating agency that has
earned a reputation for innovation and excellence in the
structured finance market.  Its goal is to increase market
transparency and provide investors with the highest quality
ratings and analysis by offering a wide array of securities
research, surveillance services, data, and technology solutions.
More than 200 institutional investment firms trust Realpoint to
help them identify credit risk in structured finance investments.


* FDIC's Bair Seeks Alternative for Replenishing Insurance Funds
----------------------------------------------------------------
Federal Deposit Insurance Corp. Chairman Sheila Bair said in an
interview with Bloomberg News on September 24 that the agency is
seeking alternatives to a second special assessment on banks to
shore up its shrinking deposit fund.  An option, asking banks to
make advanced payments has a "lot of advantages," she said.
According to Bloomberg, advance payments have emerged as least
objectionable among options such as borrowing taxpayer dollars
from the Treasury Department or taking loans from banks.

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 dwindled by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion.  According to
the FDIC, the reduction was primarily due to an $11.6 billion
increase in loss provisions for bank failures.  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.  A total of 94 banks have failed
this year.

Meanwhile, Federal Reserve Bank of Chicago President Charles Evans
said the U.S. financial system needs policy changes that include
creation of an orderly and efficient process for winding down
failing firms, according to a report by Bloomberg.  The goal would
be to "create a credible regulatory environment in which firms and
their creditors would not expect rescues or bailouts," Mr. Evans
said Sept. 24 at a conference hosted by his bank in Chicago.


* Existing-Home Sales Ease Following Four Monthly Gains
-------------------------------------------------------
Existing-home sales in August gave back some of their strong gain
in July but remain above year-ago levels, according to the
National Association of Realtors(R).

Existing-home sales -- including single-family, townhomes,
condominiums and co-ops -- declined 2.7% to a seasonally adjusted
annual rate1 of 5.10 million units in August from a pace of
5.24 million in July, but remain 3.4% above the 4.93 million-unit
level in August 2008.  In the previous four months, sales had
risen a total of 15.2%.

Lawrence Yun, NAR chief economist, said the tax credit is working.
"Home sales retrenched from a very strong improvement in July but
continue to be much higher than before the stimulus.  The first-
time buyer tax credit is having the intended impact of bringing
buyers into the market, allowing them to take advantage of very
favorable affordability conditions," he said.  "Some of the give-
back in closed sales appears to result from rising numbers of
contracts entering the system, with some fallouts and a backlog
contributing to a longer closing process, but the decline
demonstrates we can't take a housing rebound for granted."

According to Freddie Mac, the national average commitment rate for
a 30-year, conventional, fixed-rate mortgage fell to 5.19% in
August from 5.22% in July; the rate was 6.48% in August 2008.

An NAR practitioner survey shows first-time buyers purchased 30%
of homes in August, and that distressed homes accounted for 31% of
transactions; both were unchanged from July.

"The recent trend shows broad improvement in most of the country,
but with an expected rise in foreclosures over the next 12 months
we need to maintain a healthy level of ready buyers to absorb the
inventory.  An extension of the tax credit is critical to preserve
incentives for financially qualified buyers to enter the market,"
Yun said.

He added that many buyers had been on the sidelines during the
past few years, waiting for signs of stabilization.  "Now that the
market is showing some momentum, we have an opportunity to achieve
a more rapid and broader stabilization in home prices.  Extending
and expanding the tax credit also would help to keep other
families from becoming upside down in their mortgages or risk
foreclosure," Yun said.

"When home prices show sustained gains, credit will become more
widely available to other sectors because Wall Street will be able
to price risks confidently.  Stable home values will also allow
more families to purchase consumer products and provide a strong
boost for the broader economy."

NAR President Charles McMillan, a broker with Coldwell Banker
Residential Brokerage in Dallas-Fort Worth, said time is running
very short for the existing tax credit.  "Because it's generally
taking 60 days to close on a home after a contract is offered,
buyers have little time to act to complete a purchase by the
November 30 deadline," he said.

"There's no guarantee what Congress might do, so there's really no
time to waste.  Since Realtors(R) have unparalleled knowledge of
local markets, they can also advise first-time buyers on any
additional state or local programs that might be able to offer
them financial assistance, and help them close on a home before
the tax credit expires."

Total housing inventory at the end of August fell 10.8% to
3.62 million existing homes available for sale, which represents
an 8.5-month supply at the current sales pace, down from a 9.3-
month supply in July.  Unsold inventory totals are 16.4% lower
than a year ago.

The national median existing-home price3 for all housing types was
$177,700 in August, down 12.5% from August 2008.  Distressed
properties continue to downwardly distort the median price because
they generally sell for 15% to 20% less than traditional homes.

Single-family home sales fell 2.8% to a seasonally adjusted annual
rate of 4.48 million in August from a level of 4.61 million in
July, but are 2.5% higher than the 4.37 million-unit pace in
August 2008.  The median existing single-family home price was
$177,500 in August, down 12.1% from a year ago.

Existing condominium and co-op sales slipped 1.6% to a seasonally
adjusted annual rate of 620,000 units in August from a spike of
630,000 in July, but are 10.1% higher than the 563,000-unit level
a year ago.  The median existing condo price was $179,300 in
August, which is 15.7% below August 2008.

Regionally, existing-home sales in the Northeast declined 2.2% to
an annual pace of 910,000 in August, but are 5.8% above August
2008.  The median price in the Northeast was $241,100, which is
10.5% below a year ago.

Existing-home sales in the Midwest fell 6.6% in August to a level
of 1.14 million but are unchanged from a year ago.  The median
price in the Midwest was $149,900, down 10.4% from August 2008.

In the South, existing-home sales were down 3.1% to an annual pace
of 1.89 million in August but are 1.6% above August 2008.  The
median price in the South was $157,400, which is 11.0% below a
year ago.

Existing-home sales in the West declined 2.7% to an annual rate of
1.16 million in August but are 7.4% higher than a year ago. The
median price in the West was $220,500, down 12.2% from August
2008.

The National Association of Realtors(R), "The Voice for Real
Estate," is America's largest trade association, representing
1.2 million members involved in all aspects of the residential and
commercial real estate industries.


* U.S. Newspapers Need Immediate Access to Cash, Group Says
-----------------------------------------------------------
U.S. newspaper publishers, suffering advertising and circulation
drops, may need government help to survive as their cash reserves
dwindle, the Newspaper Association of America told Congress
Sept. 24, according to reporting by Greg Bensinger at Bloomberg.

Congress could help through proposals to allow newspapers to
become nonprofits or to alter how they are taxed for net operating
losses, John Sturm, president of the group said.

Many newspapers have ceased publication and many more are
struggling due to declining advertising sales and subscription.
At least five publishers, including Tribune Co., have sought
bankruptcy protection from creditors since December.


* Nonprofits Across U.S. May Collapse, Says Norman Silber
---------------------------------------------------------
Stephanie Strom at The New York Times reports that Hofstra
University law professor Norman I. Silber calls the rising debt of
nonprofits a calamity.

The NY Times quoted Mr. Silber as saying, "If my analysis is
correct, over the next several years nonprofits across the country
will have to renegotiate bond covenants, reduce services, cut
staff or actually default and face foreclosures, repossessions,
and in some cases, even bankruptcy."

According to The NY Times, many nonprofits engaged in what some
experts call risky financial behavior.  "They did auction-rate
securities, interest-rate arbitrage, complex swaps -- which
backfired on them the same way it would backfire on any hedge fund
or asset manager.  Organizations got to be all fancy-pants with
their financial management," the report quoted Clara Miller, CEO
of the Nonprofit Finance Fund, as saying.

The NY Times notes that while debt is the not primary reason for
these institutions' woes, the need to service it eats into their
dwindling financial resources.  According to the report, Ms.
Miller said, "Debt is the fourth horseman of the nonprofit
apocalypse.  Add it to the failure of governments to fulfill
contracts, declining donated revenues and a surge in demand for
nonprofit services, and suddenly a lot of nonprofits are faced
with some very hard choices."

The NY Times relates that much of the nonprofits' debt is in the
form of tax-exempt bonds, with the number of charities issuing
such bonds more than doubled from 1993 to 2006.  The NY Times says
that charities used the money from bonds to acquire real estate
and build facilities.


* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers
---------------------------------------------------------------
Author: Kenneth M. Davidson
Publisher: Beard Books
Hardcover: 427 pages
Listprice: $34.95
Review by Henry Berry

Megamergers are nothing new to the business world.  One of the
first occurred in 1901, when Carnegie Steel merged with several
rival steel corporations, resulting in the billion-dollar United
States Steel. Since then, megamergers have been a part of American
business.  However, the author notes that megamergers have
historically "occurred sporadically and been understandable" on
face value.  By contrast, in recent decades there has been a
"current wave of large mergers [that] is unprecedented."

In Megamergers - Corporate America's Billion-Dollar Takeovers,
Davidson looks at the unprecedented number of megamergers
occurring today and considers whether this signals a change in the
thinking of U.S. business leaders.  Legislators, corporate
executives, mergers specialists, and anyone else involved in, or
affected by, megamergers will find this book enlightening.

An announcement of a merger is usually accompanied with the
pronouncements  that it will result in greater synergies,
operational efficiencies, and improved servicing of markets.
Davidson questions whether this has, in fact, been the case.  He
analyzes the subsequent financial performance of the corporate
behemoths produced by these megamergers and concludes that the
majority of them were not justifiable nor, ultimately, productive.
Mr. Davidson is an admitted skeptic about the value of mergers to
the overall economy and to employees, stockholders, and consumers.
He is critical of the overly optimistic rationales prevalent in
today's business climate that lead many businesspersons into
mergers.  For the most part, though, he keeps his biases in check.
He rejects many of the common criticisms of mergers.  For example,
he finds unpersuasive the argument that mergers should be rejected
on the ground that they undermine market competitiveness.  Nor,
does he say, is it worthwhile to revisit the ongoing debate over
whether "risk arbitrageurs are good guys or bad guys."

The author states that his "first intention [is] to paint a
picture of what is happening [to] clarify the issues involved and
areas of dispute."  He offers a balanced examination of the
megamerger phenomenon, particularly as it pertains to the energy
and financial services industries.  He goes beyond seeing
megamergers only as phenomena of contemporary corporate culture,
and his analyses go beyond mere statistics.  Megamergers have
their roots not only in business ambitions and current trends, but
also in human nature.  Recognizing this, the author also addresses
the psychology underlying megamergers.  As noted in the section
"The Acquisition Imperative," mergers present a temptation to the
decision-making executives of successful companies "look[ing]
beyond their product and consider[ing] the disposal of excess
profits."  Mr. Davidson explains why a merger appears to many
executives to be a better option than distributing profits to
shareholders, starting new businesses, or investing in securities.

The informed perspective Mr. Davidson offers in this book, first
published in 2003, is just as relevant today.  It is a book that
brings new wisdom to old ways of thinking about megamergers.

An attorney for the U. S. Federal Trade Commission for 25 years,
Kenneth M. Davidson has also been a corporate attorney and a
visiting law professor.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **