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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 29, 2009, Vol. 13, No. 269

                            Headlines

1300 CAMPBELL: Case Summary & 14 Largest Unsecured Creditors
ADAK FISHERIES: Taps Christianson & Spraker as Bankruptcy Counsel
ADVANCED RECYCLING: Case Summary & 20 Largest Unsecured Creditors
AFC ENTERPRISES: S&P Affirms Corporate Credit Rating at 'B+'
AFFIRMATIVE INSURANCE: S&P Junks Counterparty Credit Ratings

ALEXANDRIA PHILLIPS: Case Summary & 8 Largest Unsecured Creditors
ALFRED FRAUMENI: Sandab Communications File for Chapter 11 Bankr.
AMERICAN ACCESS: A.M. Best Hikes Fin'l Strength Rating to B+
AMERICAN COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors
AMERICANWEST BANCORP: Posts $10.5MM Net Loss in Qtr. Ended June 30

ANN MARIE MILLER: Closes Roanoke Law Practice
APEX LONG TERM: Voluntary Chapter 11 Case Summary
APF GROUP: Taps Rattet Pasternak to Represent in Chapter 11 Case
APF GROUP: U.S. Trustee Sets Meeting of Creditors for October 15
APF GROUP: Wants Schedules Filing Extended Until October 23

APPLETON PAPERS: Exchange Offers for 2011 and 2014 Notes Expire
ARIA INTERNATIONAL: June 30 Balance Sheet Upside-Down by $4MM
ASARCO LLC: Brittany & CEAI Pacts Approved by Court
ASARCO LLC: Court Approves Chartis Companies Settlement
ASARCO LLC: Gets Nod to Settle Montana Workers Obligations

ASARCO LLC: Proposes to Sell Trenton Site, Settle With NJDEP
ASPEN LAND: Files for Chapter 11 Bankruptcy Protection
ASPEN LAND: Case Summary & 9 Largest Unsecured Creditors
BARZEL INDUSTRIES: John Maneely May Buy Assets of Barzel & Bidder
BARZEL INDUSTRIES: Wants Schedules Filing Extended Until Oct. 30

BARZEL INDUSTRIES: Section 341(a) Meeting Slated for October 26
BONITA EARL CSEH: Case Summary & 17 Largest Unsecured Creditors
BROWN TOOL: Case Summary & 20 Largest Unsecured Creditors
CAGUAS BODY PARTS: Case Summary & 20 Largest Unsecured Creditors
CEMTREX INC: June 30 Balance Sheet Upside-Down by $1.2 Million

CHAIN REACTION: Case Summary & 20 Largest Unsecured Creditors
CHEMTURA CORP: Will be Immune to Civil Complaints After Oct. 30
CHINA YOUTH: Posts $2 Million Net Loss in Quarter Ended June 30
CHRISTIE HOLLOWELL: Case Summary & 5 Largest Unsecured Creditors
CITIGROUP INC: Unit to Issue Securities; Files Docs with SEC

CLEM CARINALLI: Will Voluntarily File for Chapter 11 Protection
COLONIAL BANCGROUP: Bank Erisa Actions to be Consolidated
COINMACH SERVICE: Potential Breach Cues S&P to Junk Ratings
COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corporate Family Rating
CONGOLEUM CORP: Insurers Wants to Derail Revival of Plan

COOPER-STANDARD AUTOMOTIVE: S&P Lowers Sr. Secured Debt t to 'D'
DELTA AIR LINES: Closes $2.1 Billion of Financing Transactions
DIGITILITI INC: Posts $2.5MM Net Loss in Six Months Ended June 30
DIXIE PELLETS: Section 341(a) Meeting Scheduled for October 13
E*TRADE FIN'L: Raises $150-M in At The Market Offering

E*TRADE FIN'L: Registers Securities that May Be Sold by Citadel
FX REAL ESTATE: Has Going Concern Doubt on Las Vegas Property Sale
ELAN CORPORATION: Moody's Upgrades Corp. Family Rating to 'B2'
ENRON CORP: Former Broadband Co-CEO Sentenced for Wire Fraud
FAIRPOINT COMM: May File Chapter 11; Forbearance Moved to Oct. 30

FRONTIER AIRLINES: To Close Las Cruces Reservations Operation
GLACIER VIEW: Involuntary Chapter 11 Case Summary
GLOBAL CROSSING: Completes Offering of $750MM of 12% Notes
GLOBAL CROSSING: GC Impsat I Closes Tender Offer for 9.875% Notes
GUYSI INC: Involuntary Chapter 11 Case Summary

HERTZ CORP: Sues Audit Integrity for Near Filers List
HOLLEY PERFORMANCE: Returns to Chapter 11 to Stay Secured Lenders
HOLLEY PERFORMANCE: Case Summary & 30 Largest Unsecured Creditors
HOMERO SALAZAR: Voluntary Chapter 11 Case Summary
HOT ENDEAVOR: Case Summary & 2 Largest Unsecured Creditors

IMAGE ENTERTAINMENT: Has Going Concern Doubt Due to Debt Woes
INEZ MITCHELL: Case Summary & 20 Largest Unsecured Creditors
INTERNATIONAL LEASE: Fitch Gives Neg. Outlook; Cuts Rating to 'B'
INTERPUBLIC GROUP: At Risk of Going Bankrupt, Says Report
JOHN KARDUM: Case Summary & 12 Largest Unsecured Creditors

JOHN STOKES: Ordered by Bankruptcy Judge to Turn Over Assets
KAINOS PARTNERS: Updated Voluntary Chapter 11 Case Summary
KIEBLER SLIPPERY ROCK: Case Summary & 20 Largest Unsec. Creditors
KINGSWAY FINANCIAL: Profitability Concerns Cue S&P's Junk Rating
LANE EVANS: Case Summary & 20 Largest Unsecured Creditors

MAGNACHIP SEMICON: Wins Nod of Committee's Reorganization Plan
MAP FINANCIAL: June 30 Balance Sheet Upside-Down by $500,000
MDI INC: Posts $6.7 Million Net Loss in Quarter Ended June 30
MEMORIAL HOSPICE: May Launch Greenwood Facility After Ch 11 Filing
MERCER INTERNATIONAL: S&P Affirms 'CC' Corporate Credit Rating

MERRIAM POINTE: Case Summary & 10 Largest Unsecured Creditors
METRO-GOLDWYN-MAYER: Needs $170 Million to Get Through End of 2009
MGM MIRAGE: Sells $475 Mil. of 11.375% Senior Notes Due 2018
MODINE MANUFACTURING: Inks Underwriting Agreement with JPMorgan
MORRIS PUBLISHING: Has Restructuring Deal; Waiver Moved to Oct. 2

NEW CENTURY COMPANIES: June 30 Balance Sheet Upside-Down by $7.8MM
NOM FRANKLIN: Case Summary & 14 Largest Unsecured Creditors
OPTIONS MEDIA: Posts $2.6MM Net Loss in Six Months Ended June 30
PALM INC: Underwriters Exercise Over-allotment Option
PAMELA ANDERSON: Fails to Clear Millions of Unpaid Debts, Bills

PHOTOMEDEX INC: Posts $2.7MM Net Loss in Quarter Ended June 30
PARKER COMMERCIAL 2009: Case Summary & 10 Largest Unsec. Creditors
PIERRE FOODS: Moody's Assigns Corporate Family Rating at 'B2'
PILGRIM'S PRIDE: Court OKs Settlements With 431 Contract Growers
PILGRIM'S PRIDE: Terms of JBS-Backed Chapter 11 Plan

PILGRIM'S PRIDE: To Pay Claims in Full From JBS-Backed Ch. 11 Plan
PILGRIM'S PRIDE: Valuation Analysis Under Chapter 11 Plan
PROPELL CORPORATION: June 30 Balance Sheet Upside-Down by $205,000
QIMONDA NA: Court Approves Sale of Assets to Texas Instruments
READER'S DIGEST: S&P Retains Issue-Level Rating on Debt at 'D'

REAL ESTATE ASSOC: June 30 Balance Sheet Upside-Down by $19MM
REALOGY CORP: Closes on $515MM Portion of Incremental Term Loans
REALOGY CORP: Expects to Report $20MM Net Loss in Sept. 30 Quarter
REALOGY CORPORATION: Moody's Puts 'Caa3' Rating on $475 Mil. Loan
REFCO INC: Court Enters Final Decree Closing 20 Units' Cases

REFCO INC: Plan Administrators Want Togut to File Fee Request
REFCO INC: Court Approves Fees of Ch. 7 Trustee's Professionals
REPUBLIC WINDOWS: Richard Gillman Released From Prison
RESIDENTIAL CAPITAL: S&P Downgrades Issuer Rating to 'CC'
REVLON INC: Amends Exchange Offer Terms; Moves Deadline to Oct. 7

RH DONNELLEY: Fine Tunes Plan & Disclosure Statement
RH DONNELLEY: Mercer (US) Engagement Effective August 1
SEASONS PARTNERS: Case Summary & 16 Largest Unsecured Creditors
SELAH INVESTMENT: Five Midas Franchise Locations in Tucson Closed
SELECT MEDICAL: Moody's Assigns 'Ba2' Rating on New Tranche

SEMGROUP ENERGY: Billings Steps Down from Board of Directors
SEMGROUP LP: Cash Collateral Use Extended Until November 30
SEMGROUP LP: Should Address Objections by Oct. 26 Plan Hearing
SEMGROUP LP: Projections & Valuation Under 4th Amended Plan
SNOW CANYON GOLF PARTNERS: Voluntary Chapter 11 Case Summary

SOMERSET INT'L: June 30 Balance Sheet Upside-Down by $2.5 Million
SONIC AUTOMOTIVE: Inks Underwriting Deal on Shares Offering
SONIC AUTOMOTIVE: Raises $172.5MM in Sale of Convertible Notes
SONIC AUTOMOTIVE: S&P Retains Positive Watch on 'CCC+' Rating
SPO MEDICAL: June 30 Balance Sheet Upside-Down by $2 Million

STAMFORD INDUSTRIAL: To Follow Concord Steel in Chapter 11
STATION CASINOS: FCP PropCo Has Deal on Cash Collateral Use
STATION CASINOS: Schedules Filing Deadline Extended to Oct. 22
SUMMIT BUILDERS: Voluntary Chapter 11 Case Summary
SUN-TIMES MEDIA: 2nd Bidder Interested in Buying Biz, Says Union

SUN-TIMES MEDIA: Court Extends Deadline for Union Concessions
TAYLOR BEAN: Mortgage Bonds Don't Pay Investors Again
TENET HEALTHCARE: Inks Underwriting Deal with Goldman Sachs
TENET HEALTHCARE: Moody's Gives Positive Outlook on 'B3' Rating
TERRA INDUSTRIES: Fitch Maintains 'BB' Issuer Default Ratings

TERRA INDUSTRIES: Moody's Reviews Corporate Family Rating at 'Ba3'
TOPS HOLDING: Moody's Assigns Corporate Family Rating at 'B3'
TOUSA INC: Issues Final Order on Cash Collateral Use Until Oct. 31
TRIBUNE CO: Commences Filing of Omnibus Claims Objections
TRIBUNE CO: Law Debenture Withdraws Zell-Probe Motion

TRIBUNE CO: TNM Wants to Sell Hicksville Property for $4.65 Mil.
TRIBUNE CO: Seeks $67 Million in Manager Bonuses
UAL CORP: Sees "Signs of Encouragement" on Demand
UAL CORP: Court to Hear Proposed Closing Decree on Oct. 13
UAL CORP: Discovery on U.S. GSA's $12.5 Mil. Claim Ongoing

UAL CORP: Regen to Appeal Order Disallowing AT&T Claims
UNUM GROUP: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes
US SHIPPING: Files Third Amended Joint Chapter 11 Plan
VASPIAN LLC: Files for Chapter 11 Bankruptcy Protection
VECTRIX CORPORATION: Files Chapter 11 to Sell to GH Venture

VERENIUM CORP: Holder Swaps $1.9MM 5.5% Notes for $893K 9% Notes
VILLAGE IN ROANOKE: Case Summary & 20 Largest Unsecured Creditors
WVF ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
YOUNG BROADCASTING: Files Joint Chapter 11 Plan of Reorganization
ZOUNDS INC: Emerges From Chapter 11 Bankruptcy Protection

* U.S. Holiday Sales to Rise 1%, ICSC Forecasts
* Professionals Who Led 5 Turnarounds to be Honored by TMA Oct. 8
* Kent Laber to Speak on DIP Financing at TexasBarCLE

* Large Companies With Insolvent Balance Sheets

                            *********

1300 CAMPBELL: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1300 Campbell, L.P.
        1300 East Campbell Road
        Fort Worth, TX 75081

Bankruptcy Case No.: 09-36300

Chapter 11 Petition Date: September 25, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  Goodrich Postnikoff & Albertson, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  Email: jpostnikoff@gpalaw.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 14 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/txnb09-36300.pdf

The petition was signed by Steffen E. Waltz, president of the
Company.


ADAK FISHERIES: Taps Christianson & Spraker as Bankruptcy Counsel
-----------------------------------------------------------------
Adak Fisheries, LLC, asks the U.S. Bankruptcy Court for the
District of Alaska for authority to employ Christianson & Spraker
as counsel.

C&S will:

   a) prepare the necessary schedules of assets and liabilities
      and related pleadings;

   b) attend creditors' meetings;

   c) resolve issues concerning the rights of secured, priority
      and unsecured creditors;

   d) pursue causes of action where appropriate;

   e) prepare and obtain court approval of a disclosure statement
      and plan of reorganization; and

   f) assisting the Debtor on other matters relative to the
      administration of this estate.

Cabot C. Christianson, Esq., a member at C&S, tells the Court that
the hourly rates of C&S personnel are:

     Mr. Christianson           $335
     Gary Spraker               $225
     Paralegal                   $75

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

Mr. Christianson can be reached at:

     Christianson & Spraker
     911 W 8th Ave., Suite #201
     Anchorage, AK 99501
     Tel: (907) 258-6016
     Fax: (907)258-2026

                     About Adak Fisheries, LLC

Anchorage, Alaska-based Adak Fisheries, LLC, filed for Chapter 11
on Sept. 11, 2009 (Bankr. D. Alaska Case No. 09-00623).  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


ADVANCED RECYCLING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Advanced Recycling Technology, Inc.
        41B Cross St.
        Hudson, NY 12534

Bankruptcy Case No.: 09-37629

Chapter 11 Petition Date: September 25, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Anne J. Penachio, Esq.
                  Penachio Malara LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  Email: apenachio@pmlawllp.com;
                         penachio.anne@gmail.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/nysb09-37629.pdf

The petition was signed by Tom Delia, president of the Company.


AFC ENTERPRISES: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AFC Enterprises Inc.  The outlook is stable.

"This affirmation comes after the company successfully amended its
senior security giving AFC Enterprises greater financial
flexibility," said Standard & Poor's credit analyst Charles Pinson
Rose.  The amendment among other things extended the maturity of
both the revolver and term loan, and provided covenant relief in
the near term, though S&P believes the company would have likely
complied with the previous financial covenants.  The revolver was
to mature in 2010 and the term loan in 2011.  However, in 2010 AFC
was to face significant amortizations on the loan.  Now the
revolver matures in 2012 and the term loan in 2013.  The company
had to pay an amendment fee and higher interest rate margin on the
loan.  Nevertheless the company's cash flow generating ability
means that the higher interest margin does not have a material
effect on its interest coverage and overall financial flexibility.

The ratings on AFC Enterprises Inc. reflect its participation in
the intensely competitive chicken quick-service restaurant
industry, its likely limited sales and profit growth
opportunities, and its aggressively leveraged capital structure.

In the last quarter, AFC, which operates and franchises Popeyes
Chicken & Biscuits Restaurants, reversed its same-store sales
trends.  Domestically, same-store sales increased 4.3%, which is
better than industry average and an improvement from the first
quarter when same-store domestic sales were down 0.3% and from
second-quarter 2008 when same-store sales declined 1.7%.  The
improvement was largely a result of value-oriented promotions.
Going forward, AFC may see improvement in same-store sales because
of its continued marketing efforts and value promotions, and since
it is largely comparing against declines in same-store sales in
the last two years.  However, intense competition and weak
consumer spending may inhibit same-store sales growth in the near
term and increases will likely be in the low single digits.

The stable outlook incorporates that credit metrics will be
appropriate for the rating category.  S&P would consider a
positive outlook, if leverage approached the low 3x area.
However, S&P would have to be confident that the company's same-
store sales and overall market share would remain somewhat stable
and that the company's financial policies would allow for
continued credit metric improvement.  If the company could
maintain current profitability levels, the company would have to
reduce debt by approximately $14 million to reach that threshold.
If adjusted leverage fell to the mid-4x area, S&P would likely
consider an outlook revision to negative.  For this to occur,
EBITDA would have to decline by roughly 20% from current last-12-
month levels.


AFFIRMATIVE INSURANCE: S&P Junks Counterparty Credit Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Affirmative Insurance Holdings Inc.
to 'CCC+' from 'B-'.  At the same time, Standard & Poor's lowered
its counterparty credit and financial strength ratings on
Affirmative Insurance Co. and its wholly owned subsidiary, Insura
Property & Casualty Insurance Co., to 'BB-' from 'BB'.  S&P
assigned a negative outlook.

Subsequently, S&P withdrew its ratings on AFF and its subsidiaries
at management's request.  As a result, the companies are no longer
subject to surveillance by Standard & Poor's.

"The downgrades and negative outlook reflect S&P's belief that the
company will continue to face difficult operating conditions and
will be pressured to meet its debt covenants," said Standard &
Poor's credit analyst Tom Thun.  "We expect the low barriers to
entry in Affirmative's chosen market as well as tough competition
to continue to weigh heavily on earnings."

Standard & Poor's believes the company maintains a good management
team and a unique market niche.


ALEXANDRIA PHILLIPS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alexandria C. Phillips
        PO Box 4795
        Laguna Beach, CA 92652

Bankruptcy Case No.: 09-20253

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Catherine Christiansen, Esq.
                  1077 E Pacific Coast Hwy #210
                  Seal Beach, CA 90740
                  Tel: (562) 608-8368
                  Fax: (562) 493-9478
                  Email: christiansenlaw@yahoo.com

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

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

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

            http://bankrupt.com/misc/cacb09-20253.pdf

The petition was signed by Ms. Phillips.


ALFRED FRAUMENI: Sandab Communications File for Chapter 11 Bankr.
-----------------------------------------------------------------
Sandab Communications Limited Partnership II and a group of
affiliated companies has filed for Chapter 11 bankruptcy
protection.

Tim McLaughlin at Boston Business Journal reports that Sandab
Communications' properties, which run the Web site, FM stations
and a classical music network on Cape Cod, will continue operating
as a debtor-in-possession.  Sandab Communications' stations
include WQRC 99.9 FM, Ocean 104.7, and Cape Country WKPE 104 FM.

According to court documents, Sandab Communications owes M&T Bank
Corp. is owed some $6.5 million, with $4 million of that secured.
Business Journal says that M&T Bank has interest in all of Sandab
Communications' assets, including accounts receivable.

Sandab Communications, Business Journal relats, has asked the
court to let it borrow up to $500,000 from M&T at 10% annual
interest.  Court documents say that Sandab Communications needs
the financing as it has insufficient funds.

Sandab Communications Limited Partnership II owns some of Cape
Cod's radio stations and Web site CapeCod.com.

Lynnfield, Massachusetts-based Alfred V. Fraumeni Jr., Inc., filed
for Chapter 11 bankruptcy protection on September 23, 2009 (Bankr.
D. Mass. Case No. 09-19043).  Its affiliates -- which include
Sandab Communications Limited Partnership II; Cape Cod
Broadcasting I, LLC; and World Classical Network LLC -- also filed
for Chapter 11 bankruptcy.  Jay P. Johnson, Esq., who has an
office in Peabody, Massachusetts, assists Alfred V. Fraumeni in
its restructuring efforts.  Alfred V. Fraumeni listed $1,000,001
to $10,000,000 in assets and $100,001 to $500,000 in liabilities.
According to the schedules, the Company has assets of at least
$5,780,000, and total debts of $150,135.


AMERICAN ACCESS: A.M. Best Hikes Fin'l Strength Rating to B+
------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and issuer credit rating to "bbb-" from "bb+"
of American Access Casualty Company (American Access) (Oakbrook
Terrace, IL).  The outlook for both ratings is stable.

The ratings reflect American Access' favorable risk-adjusted
capitalization, consistent operating earnings and extensive local
market knowledge in its core states.  The company's solid capital
position is attributed to favorable loss reserve development
trends and a conservative investment portfolio.  American Access
has reported several years of favorable operating results that
produced a five-year average operating return, which has
outperformed the industry composite.  In addition, a steady stream
of investment and fee income supplemented the company's
underwriting gains over the past five years.

Partially offsetting these positive rating factors is American
Access' above average net underwriting leverage, driven by the
considerable growth in premiums and associated liabilities in most
of the past five years.  The ratings further reflect American
Access' geographic concentration of risk, principally in two
states, limited product offerings with writings consisting
entirely of non-standard automobile business, as well as its
comparatively high expense structure.


AMERICAN COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: American Commercial Incorporated
        100 Plaza Drive
        Secaucus, NJ 07094

Case No.: 09-35359

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
American Commercial I, Inc.                        09-35367

Chapter 11 Petition Date: September 25, 2009

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

Judge Novalyn L. Winfield

Debtor's Counsel: Vincent Roldan, Esq.
                  DLA Piper US LLP
                  1251 Avenue of the Americas
                  New York, NY 10020-1104
                  Tel: (212) 335-4569
                  Fax: (212) 335-4501
                  Email: vincent.roldan@dlapiper.com

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

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

The petition was signed by Bertrand Lenglart, the company's chief
financial officer/secretary.

A. American Commercial Incorporated's List of 8 Largest Unsecured
Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Lifetime Brands                                       $7,271,685
1000 Stewart Avenue
Garden City, NY 11530

Berkeley County Treasurer                             $446,400
PO Box 6122
Moncks Corner, SC 29461-6120

Results Oriented Marketing, Inc.                      $3,965
3343 Cottonfield Drive
Mount Pleasant, SC 29466

Harmon Meadow Plaza, Inc.                             $2,085

Momkus McCluskey Monroe                               $1,500
& Spyratos, LLC

Carolina Chillers, Inc.                               $598

Chemtex Carolina, Inc.                                $250

Dell Financial Services                               $172


AMERICANWEST BANCORP: Posts $10.5MM Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
AmericanWest Bancorporation posted a net loss of $10,527,000 for
three months ended June 30, 2009, compared with a net loss of
$6,212,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $25,062,000 compared with a net loss of $37,769,000 for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $1,777,618,000, total liabilities of $1,712,204,000 and a
stockholders' equity of $65,414,000.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that
significant net loss from operations in 2008, deterioration in the
credit quality of the loan portfolio, and the decline in the level
of its regulatory capital to support operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?459d

AmericanWest Bancorporation (NASDAQ:AWBC) is a bank holding
company.  The Company's wholly owned subsidiary is AmericanWest
Bank, a Washington state chartered bank that operates in Eastern
and Central Washington, Northern Idaho and in Utah doing business
as Far West Bank.  At Dec. 31, 2008, the Company had total assets
of $1.9 billion, net loans of $1.6 billion and deposits of
$1.6 billion.  The Company also has four statutory trust
subsidiaries that were formed for the sole purpose of issuing
trust preferred securities.  The Bank's business consists mainly
of gathering deposits and providing loans to enable its customers
to meet their financial objectives.  The Bank offers a variety of
deposit accounts designed to attract both short-term and long-term
deposits from its retail and business customers.  These accounts
include checking accounts, negotiable order of withdrawal
accounts, money market demand accounts, savings accounts and time
deposits.


ANN MARIE MILLER: Closes Roanoke Law Practice
---------------------------------------------
WDBJ7 reports that Ann Marie Miller has closed her Roanoke law
practice, as she faces multiple State Bar probes.

According to WDBJ7, Ms. Miller and her husband, Mike, filed for
bankruptcy protection in June, after the sale of a home fell
through.

Ms. Miller is technically still in business, says WDBJ7, but with
her trust account frozen, she's ready to surrender her license.

A conflict in Ms. Miller's personal life led to criminal charges
and she will go to court in October, according to WDBJ7.

WDBJ7 relates that Ms. Miller took on hundreds of cases, helped
reorganize clients' debts, and successfully saw them to
completion, except for Mike Fisher and his wife Jenny's case,
along with several hundred cases.  Ms. Miller had assured them
that their cases had been filed, says the report.

WDBJ7 relates that Ms. Miller's clients are demanding their money
back.  Ms. Miller's clients also want their paperwork to pursue
the cases in court, WDBJ7 reports.  "I've been told not to give
them their files back.  Unofficially, if they call my cell phone
and they demand it, they'll get it back, but officially they can't
have their files back," the report quoted Ms. Miller as saying.


APEX LONG TERM: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Apex Long Term Acute Care - Katy, L.P.
        25660 Kingsland Blvd
        Katy, TX 77494

Bankruptcy Case No.: 09-37096

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Debtor's Counsel: Theresa D. Mobley, Esq.
                  Cage Hill et al
                  5851 San Felipe, Suite 950
                  Houston, TX 77057
                  Tel: (713) 789-0500
                  Fax: (713) 974-0344
                  Email: tmobley@cagehill.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 Apex Katy Physician-TMG LLC, general
partner of the Company.


APF GROUP: Taps Rattet Pasternak to Represent in Chapter 11 Case
----------------------------------------------------------------
APF Group, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Rattet, Pasternak &
Gordon Oliver, LLP, as counsel.

RPGO will, among other things:

   a. give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession and the continued management
      of its property and affairs;

   b. negotiate with creditors of the Debtor and work out a plan
      of reorganization and take the necessary legal steps in
      order to effectuate a plan including, if need be,
      negotiations with the creditors and other parties-in-
      interest; and

   c. prepare the necessary answers, orders, reports and other
      legal papers required for the Debtor's protection from its
      creditors under Chapter 11 of the Code.

The hourly rates of RPGO's personnel are:

     Partners             $450 - $625
     Of Counsel              $475
     Associates           $350 - $425
     Paraprofessionals    $150 - $200

RPGO received a $32,500 prepetition retainer from the Debtor in
conjunction with the filing of the Chapter 11 Case.

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

The firm can be reached at:

     Rattet, Pasternak & Gordon Oliver, LLP
     550 Mamaroneck Avenue, Suite 510
     Harrison, NY 10528
     Tel: (914) 381-7400
     Fax: (914) 381-7406

                       About APF Group, Inc.

Yonkers, New York-based, APF Group, Inc., dba APF Master
Framemakers, APF MUNN Master Framemakers and Michael Thomas
Framemakers filed for Chapter 11 on Sept. 11, 2009 (Bankr.
S.D.N.Y. Case No. 09-23696) Jonathan S. Pasternak, Esq. and Julie
A. Cvek, Esq. at Rattet, Pasternak & Gordon-Oliver, LLP represent
the Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


APF GROUP: U.S. Trustee Sets Meeting of Creditors for October 15
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in APF Group, Inc.'s Chapter 11 case on Oct. 15, 2009, at
2:30 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 80 Broad Street, Fourth Floor, New York City.

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

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

Yonkers, New York-based, APF Group, Inc., dba APF Master
Framemakers, APF MUNN Master Framemakers and Michael Thomas
Framemakers, filed for Chapter 11 on Sept. 11, 2009 (Bankr.
S.D.N.Y. Case No. 09-23696).  Jonathan S. Pasternak, Esq., and
Julie A. Cvek, Esq., at Rattet, Pasternak & Gordon-Oliver, LLP,
represent 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.


APF GROUP: Wants Schedules Filing Extended Until October 23
-----------------------------------------------------------
APF Group, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to extend until Oct. 23, 2009, the time to
file its schedules of assets and liabilities and statements of
financial affairs.

Yonkers, New York-based, APF Group, Inc., dba APF Master
Framemakers, APF MUNN Master Framemakers and Michael Thomas
Framemakers, filed for Chapter 11 on Sept. 11, 2009 (Bankr.
S.D.N.Y. Case No. 09-23696).  Jonathan S. Pasternak, Esq., and
Julie A. Cvek, Esq., at Rattet, Pasternak & Gordon-Oliver, LLP,
represent 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.


APPLETON PAPERS: Exchange Offers for 2011 and 2014 Notes Expire
---------------------------------------------------------------
Appleton Papers Inc. said its private offers to exchange its
outstanding 8.125% Senior Notes due 2011 and 9.75% Senior
Subordinated Notes due 2014 for new 11.25% Second Lien Notes due
2015, expired as of 12:00 midnight, New York City time, on
September 25.

As of the expiration, Appleton had received tenders representing
roughly 84% of the outstanding aggregate principal amount of the
8.125% Senior Notes due 2011 and roughly 77% of the outstanding
aggregate principal amount of the 9.75% Senior Subordinated Notes
due 2014.  Pursuant to the terms and conditions of the exchange
offers, Appleton has accepted all of the tendered old notes and
contemplates that completion of the exchange will take place on
September 30, 2009.

The terms and conditions of the exchange offers and consent
solicitations were described in the Offering Circular and related
Letter of Transmittal and Consent, dated August 18, 2009. The new
notes have not been and will not be registered under the
Securities Act or any state securities laws, may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements, and will therefore be
subject to substantial restrictions on transfer.

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

As reported by the Troubled Company Reporter on September 28,
2009, Appleton Papers said Friday that, as of 5:00 p.m., New York
City time, on September 24, it had received approvals from a
sufficient number of its bank lenders to effect an amendment to
its credit agreement.

The amendment was required to permit Appleton to issue new 11.25%
Second Lien Notes due 2015 in exchange for its outstanding 8.125%
Senior Notes due 2011 and 9.75% Senior Subordinated Notes due
2014.  The private exchange offers were scheduled to expire at
12:00 midnight September 25.

                       Distressed Exchange

As reported by the TCR on August 20, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on Appleton
Papers to 'CC' from 'B'.  At the same time, S&P lowered the issue-
level ratings on the company's senior notes and subordinated notes
to 'C' from 'CCC+'.  The outlook is negative.  S&P also placed
'B+' issue-level rating on the Company's secured bank credit
facilities on CreditWatch with negative implications.  The
recovery rating remains '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of payment default.

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

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

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

                        About Appleton Papers

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


ARIA INTERNATIONAL: June 30 Balance Sheet Upside-Down by $4MM
-------------------------------------------------------------
Aria International Holdings, Inc.'s balance sheet at June 30,
2009, showed total assets of $10,584,636 and total liabilities of
$14,612,258, resulting in a stockholders' deficit of $4,027,622.

For three months ended June 30, 2009, the Company posted a net
loss of $2,326,044.

For six months ended June 30, 2009, the Company posted a net loss
of $3,238,534.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred net losses. The Company's current liabilities exceeded
its current assets by $4,377,987 as of June 30, 2009.

The Company's existence is dependent upon management's ability to
develop revenues and profitable operations and resolve its
liquidity problems.  The management anticipates the Company will
attain profitable status and improve its liquidity through
continued growth, distribution and sale of its products and
services, and additional equity investment in the Company.

In order to improve its liquidity, the Company is pursuing
additional debt or equity financing through discussions with
investment bankers and private investors.  Management expects to
continue this practice and believes that the merger with Aria
International Incorporated further increases the potential for
private placement of its convertible securities and equity.
Outside investment banking services have been arranged to assist
and support the future financing requirements of the Company.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45a7

Aria International Holdings, Inc. (OTC:ARAH) fka TriCord Hurricane
Holdings., Inc., is the parent corporation of TriCord Hurricane
Products, Inc., and Aria International Incorporated.  The Company
is engaged in marketing and selling a product to minimize the
damaging effects of hurricane-generated winds on homes in
hurricane zones.  On March 3, 2009, the Company entered into an
agreement and plan of merger with Aria Acquisition, Inc., and
wholly owned subsidiary of the Company and Aria International
Incorporated.  Pursuant to the merger agreement, the subsidiary
merged into Aria International, that Aria International became a
wholly owned subsidiary of the Company.


ASARCO LLC: Brittany & CEAI Pacts Approved by Court
---------------------------------------------------
ASARCO LLC obtained from Bankruptcy Judge Richard S. Schmidt
approval of settlement agreements it separately entered into with
Brittany Insurance Company Ltd. and Compagnie Europeenne
d'Assurances Industrielles S.A., on substantially same terms as
the settlement agreement it had with certain of its London market
insurers.

Following years of litigation on coverage of asbestos-related
claims and expenses, ASARCO LLC and certain of its London market
insurers entered into a Court-approved settlement in September
2006.  The London Market Insurers severally subscribed each in its
own proportionate share certain policies purchased by ASARCO LLC
and which provide insurance to ASARCO and its subsidiaries.
Brittany and CEAI subscribed to certain of those policies.

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

The key provisions of the Settlement Agreements are:

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

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

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

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

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

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

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

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

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Court Approves Chartis Companies Settlement
-------------------------------------------------------
Pursuant to Section 105 of the Bankruptcy Code, and Rules 2002,
9013, 9014 and 9019 of the Federal Rules of Bankruptcy Procedure,
ASARCO LLC obtained approval from the Bankruptcy Court of a
settlement agreement with Chartis Companies, consisting of
American Home Assurance Company and Lexington Insurance Company.

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

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

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

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

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

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

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

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

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

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

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Gets Nod to Settle Montana Workers Obligations
----------------------------------------------------------
ASARCO LLC obtained the Court's approval of a compromise and
settlement with the state of Montana, the Department of Labor and
Industry - Employment Relations Division, and the Montana Self-
Insurers Guaranty Fund with regard to workers' compensation
obligations.

ASARCO LLC also seeks a finding of dischargeability under Section
1141(d)(1)(A) of the Bankruptcy Code as to any and all of its
Workers' Compensation Obligations to any former employee of the
Montana operations, who received actual or constructive notice of
the deadline for submitting proofs of claim in the Debtor's
bankruptcy case but failed to file a timely proof of claim, upon
confirmation of a plan of reorganization covering the Debtor.

James R. Prince, Esq., of Baker Botts L.L.P., in Dallas, Texas,
relates that ASARCO was self-insured in Montana for workers'
compensation and occupational disease purposes from July 1, 1966,
until September 20, 2001, after which time ASARCO purchased an
insurance policy to cover those expenses.  As a condition to
operating as a self-insured employer, ASARCO LLC posted two
surety bonds for a combined face value of $1,515,000.  As a self-
insured employer, ASARCO engaged a third-party administrator to
handle its workers' compensation obligations in Montana and
ASARCO paid those obligations without any need for recourse to
the surety bonds through August 9, 2005.

After filing for bankruptcy protection, ASARCO LLC ceased paying
prepetition workers compensation obligations in Montana.  Since
the Petition Date, the Montana DLI and the Guaranty Fund have
administered and paid, as they have come due, the Workers'
Compensation Obligations, which include indemnity payments and
ongoing medical expenses relating to prepetition work-related
injuries of former ASARCO employees.

The Montana DLI has drawn the full amount of the Surety Bonds to
pay the Workers' Compensation Obligations, which are estimated to
exceed the face amount of the Surety Bonds.  Mr. Prince says that
it is anticipated that the Montana DLI and the Guaranty Fund will
be obliged to pay the Workers' Compensation Obligations out of
state coffers after the funds obtained from the Surety Bonds are
expended.

Accordingly, on July 27, 2006, the Montana DLI filed Claim No.
10406, seeking $3,203,622, plus future administrative expenses.
The Claim comprises, among other things, of a claim made on
behalf of Montana workers that expect to receive future benefits
under Montana workers' compensation and occupational disease laws
and an administrative expense claim for the amount of benefits
paid by the Montana DLI to former ASARCO workers.  The Guaranty
Fund also filed Claim No. 10407, seeking $3,209,373, plus future
administrative expenses.

A number of former employees of ASARCO LLC received workers'
compensation benefits from the Debtor before the Petition Date
and might be eligible, under Montana law, for future indemnity or
medical benefits relating to prepetition injuries.  About 27 of
the former employees have filed individual proofs of claim
seeking to obtain or preserve those benefits.  A list of the
Individual Claimants is available for free at:

http://bankrupt.com/misc/ASARCO_IndividualClaimants_082809.pdf

Other former employees to whom ASARCO LLC might owe Workers'
Compensation Obligations failed to file proofs of claim in the
Chapter 11 cases.  A list of Individual Non-claimants is
available for free at:

  http://bankrupt.com/misc/ASARCO_List_NonClaimants_082809.pdf

ASARCO LLC and the Montana Claimants disagree on the scope and
nature of the Workers' Compensation Obligations as well as the
manner in which future liabilities should be determined, Mr.
Prince discloses.  Nevertheless, ASARCO LLC and the Montana
Claimants agree that the Former Employees should not obtain
double recovery from the Debtor and either the Montana DLI or the
Guaranty Fund for the Workers' Compensation Obligations.
Consequently, the Debtor and the Montana Claimants engaged in
negotiations and have ultimately reached a compromise.

The key terms of the parties' Settlement Agreement are:

  (a) ASARCO LLC's total liability arising from the Workers'
      Compensation Obligations in connection with any
      prepetition injuries to the Former Employees, including
      past and future medical and other expenses, is $2,060,000.
      The Parties agree that the Montana Claimants'
      administrative expense claim for the administration and
      payment of those benefits to Former Employees is $63,000.

  (b) In full satisfaction of all of the Debtors' existing and
      future Workers' Compensation Obligations in the state of
      Montana, the Montana Claimants will be allowed:

        (1) a single general unsecured claim for $545,000, which
            is an amount equal to the Stipulated Amount minus
            the amounts received by the Montana Claimants under
            the Surety Bonds; and

        (2) a single administrative expense claim in the amount
            of the Administrative Fee.

  (c) The Settlement Agreement is contingent on the Court's
      disallowance of the Individual Claims.  To that end,
      ASARCO LLC is filing contemporaneously an omnibus
      objection, seeking to disallow and expunge the Individual
      Claims as duplicative and satisfied under the terms of the
      Settlement Agreement.

  (d) The Settlement Agreement is also contingent on the Court's
      finding that Individual Non-claimants, who received notice
      of the applicable bar date, whether actual or
      constructive, but failed to file a timely proof of claim,
      are forever barred from asserting a claim against ASARCO
      LLC for Workers' Compensation Obligations; provided that
      nothing in the Settlement Agreement will impact the
      ability of any of the Individual Non-claimants to seek and
      obtain workers' compensation and occupational disease
      benefits directly from the Montana Claimants.

The Court also ruled that Claim No. 10406 asserted by the Montana
DLI is deemed amended to assert only a general unsecured claim for
$545,000 and an administrative expense claim for $63,000.  The
Claim, thus, is allowed as amended and the Montana DLI will have
an allowed general unsecured claim for $545,000 and an allowed
administrative expense claim for $63,000, and disallowed to the
extent that it seeks to recover any amounts in excess of the
allowed claims.

Claim No. 10407 asserted by the Guaranty Fund is disallowed and
expunged in its entirety.

All claims against ASARCO that can be or could have been asserted
by the Individual Claimants and Individual Non-claimants, or by
any other person with actual or the need to submit a proof of
claim, but who failed to do so, are subject to discharge upon
confirmation of a plan of reorganization for the Debtors, and
those persons will thereafter be finally and forever barred from
asserting any claim against the ASARCO.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Proposes to Sell Trenton Site, Settle With NJDEP
------------------------------------------------------------
ASARCO LLC and its affiliates seek the Court's authority to sell a
Trenton, New Jersey site and settle their controversy with the New
Jersey Department of Environmental Protection regarding the Site.

The Trenton Site, more commonly known as 300 Enterprise Avenue in
the city of Trenton, Mercer County, New Jersey, is owned by ASARCO
Master Inc., a wholly owned subsidiary of ASARCO LLC.  The ASARCO
Master Property was once the site of a zinc production facility,
but is now a vacant land.

The City of Trenton Redevelopment Agency designated the Property
as a redevelopment area.  Subsequently, the City of Trenton
expressed an interest in purchasing the Property, conducted
environmental due diligence, and claims that environmental
contamination has been discovered at the Site.  ASARCO Master is a
potentially responsible party as to the environmental
contamination at or from the Site.

The City of Trenton and ASARCO Master have, thus, entered into a
Purchase and Sale Agreement, pursuant to which the City would pay
consideration of $1.00 and take title to the Property and would
assume all obligations and liabilities arising from the
environmental condition of the Trenton Site.

A full-text copy of the ASARCO Master-City of Trenton Purchase and
Sale Agreement is available for free at:

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

The City of Trenton has performed a preliminary assessment at the
Property and has identified areas of concern requiring
investigation and remediation, Tony M. Davis, Esq., at Baker Botts
L.L.P., in Houston, Texas, relates.  In addition, he notes, prior
to the investigations, ASARCO Master has indicated that the
Property is contaminated with heavy metals.

The ASARCO Master Property was for sale for a significant period
of time with little interest because of its designation as a
redevelopment area, its industrial history, and its environmental
Status, according to Mr. Davis.  ASARCO Master and the NJDEP have
determined and agreed that it is mutually beneficial to pursue the
sale and environmental liability transfer whereby the City of
Trenton will take title to the Property and assume all obligations
and liabilities arising from the environmental condition of the
Site.

The City of Trenton has entered into a Memorandum of Agreement
with the NJDEP for the City's investigation and remediation of the
ASARCO Master Property.

In consideration of, and in exchange for, certain promises and
covenants, ASARCO Master and the NJDEP entered into a settlement
agreement, which provides that:

  (a) The NJDEP agrees that any and all past, present, and
      future claims and causes of action that it may have
      against the Debtors with respect to the Trenton Site will
      be considered settled and fully satisfied;

  (b) The NJDEP releases ASARCO LLC and ASARCO Master from all
      damages, losses, expenses, costs, liabilities, claims,
      demands, suits, causes of action, and complaints related
      to the Trenton Site;

  (c) ASARCO LLC and ASARCO Master are entitled to protection
      from contribution actions or claims as provided by Section
      113(f)(2) of the Comprehensive Environmental Response,
      Compensation, and Liability Act CERCLA, Section
      9613(f)(2) of the Public Health and Welfare Code, and any
      Similar provisions under New Jersey state law for matters
      addressed in the Settlement Agreement; and

  (d) The Purchase and Sale Agreement and the Settlement
      Agreement are subject to approval by the Bankruptcy Court.
      The NJDEP's past, present, and future claims and causes of
      Action will be fully satisfied upon the Court's
      approval and the closing of transactions contemplated in
      the PSA.

A full-text copy of the NJDEP Settlement Agreement is available
for free at:

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

Mr. Davis notes that the Debtors' liabilities associated with the
Trenton Site are likely to be more costly than what the property
is worth.  By transferring the Site to the City of Trenton, the
PSA eliminates any further costs associated with the Site, he
points out.  Moreover, the PSA and the NJDEP Settlement Agreement
promote public health and welfare as they will result in the
completion of site assessments and site remediation, he avers.

                        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)


ASPEN LAND: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Carolyn Sackariason at The Aspen Times reports that Aspen Land
Fund II principal John Sarpa said that the Company filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
Denver to keep a third party from acquiring the Company's land and
development rights on South Aspen Street.

The Aspen Times, citing Mr. Sarpa, relates that Aspen Land will
reorganize its finances as it moves forward with a citizen-based
task force Lodge at Aspen COWOP (convenience and welfare of the
public) for an approval to construct a 160,000-square-foot hotel.

Mr. Sarpa said in a statement, "After careful consideration of the
options available that would permit its partners to continue to
pursue the COWOP process and a possible hotel project in the face
of this third party action, Aspen Land Fund II has concluded that
having the financing reorganized under a Chapter 11 bankruptcy was
the best course of action at this time."

According to The Aspen Times, Aspen Land was renegotiating with
the lender and was advised that it had entered into an agreement
with an unknown third party to sell its loan on the project.  The
report says that the third party has stated that its sole purpose
for acquiring the loan is to eliminate Aspen Land and move forward
in building 17 townhomes.

Aspen Land has new capital sources that are in support of the
bankruptcy filing, and the investors have a high level of
confidence that there can be a reorganization and financing plan
developed, The Aspen Times states, citing Mr. Sarpa.   According
to the report, Mr. Sarpa said that Aspen Land wants to proceed
with the COWOP process, which is reviewing the hotel project.

The Aspen Times relates that the COWOP will hold a meeting on
Wednesday.

Aspen Land Fund II is a development group that wants to build a
hotel at the base of Aspen Mountain.


ASPEN LAND: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Aspen Land Fund II LLC
        660 Newport Center Drive, Suite 500
        Newport Beach, CA 92660-6402

Case No.: 09-30162

Chapter 11 Petition Date: September 25, 2009

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

Judge: Howard R. Tallman

Debtor's Counsel: Harvey Sender, Esq.
            1660 Lincoln St., Suite 2200
            Denver, CO 80264
            Tel: (303) 296-1999
            Fax: (303) 296-7600
            Email: Sendertrustee@sendwass.com

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

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

According to the schedules, the Company has assets of at least
$31,572,828, and total debts of $34,695,549.

The petition was signed by Aspen Newport Holdings LLC, the
company's manager.

Debtor's List of 9 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
The Robert A. Hoff and                                $6,929,106
Ann W. Hoff Famil
c/o Centurion Partners
660 Newport Cent
Newport Beach, CA 92660

Centurion Partners                                    $302,839
660 Newport Center Dr, Suite 500
Newport Beach, CA 92660-6402

Poss Architecture and Planning                        $150,000

Ajax Mountain Associates                              $86,190

Pircher, Nichols & Meeks                              $28,793

Holland & Hart LLP                                    $14,496

HKS                                                   $8,757

Reno Smith                                            $683

Holy Cross Energy                                     $32


BARZEL INDUSTRIES: John Maneely May Buy Assets of Barzel & Bidder
-----------------------------------------------------------------
According to an article posted in American Metal Market, Barry
Zekelman, CEO and president of John Maneely Co., said his firm is
feeling acquisitive, and has both Lakeside Steel Inc. and Barzel
Industries Inc. in its sight.

Lakeside has previously stated it intends to acquire Barzel
through the 11 U.S.C. Sec. 363 process.

John Maneely is a large U.S. based steel pipe and tube
manufacturer.  The majority owner of John Maneely is the Carlyle
Group, a large private equity firm, based in the U.S.

Lakeside Steel responded to the article in AMM, saying it has not
been approached by John Maneely about its possible interest in
acquiring the Company.  Lakeside also said it has not initiated
any process to sell the Company.

Vic Alboini, Chairman and CEO of Lakeside, stated: "We respect our
competitors including John Maneely.  We certainly understand that
any pipe and tube manufacturer including John Maneely may want to
acquire one or more of its competitors to obtain more market share
and to prevent competitors from growing through acquisitions.

On Sept. 22, 2009 Lakeside announced its interest in acquiring
some or all of the assets of Barzel through the Chapter 11
bankruptcy process.  Barzel operates 16 pipe and tube, processing,
manufacturing and distribution facilities in the U.S. and Canada.

Ron Bedard, President and Chief Operating Officer of Lakeside
said, "We believe that the possible acquisitions of Barzel assets
and U.S. Steel Canada Inc. (formerly Stelco Inc.) by Lakeside
would be game changing transactions which would create a strong
vertically integrated steel company which in turn would create
substantial value for our shareholders, our employees and the
communities in which we operate."

Lakeside has also invested $5 million in new threading and
upsetting processes for its Welland facilities resulting in the
creation of 40 additional jobs and improved operating
efficiencies.

Lakeside's management team and its directors are committed to
growing its business both organically and through accretive
mergers and acquisitions.

                       About Lakeside Steel

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

                      About Barzel Industries

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

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

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

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

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

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


BARZEL INDUSTRIES: Wants Schedules Filing Extended Until Oct. 30
----------------------------------------------------------------
Barzel Industries Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
Oct. 30, 2009, the time to file its schedules of assets and
liabilities and statement of financial affairs.

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

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

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

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

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

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


BARZEL INDUSTRIES: Section 341(a) Meeting Slated for October 26
---------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Barzel Industries Inc. and its
debtor-affiliates' Chapter 11 cases on Oct. 26, 2009, at
11:00 a.m.  The meeting will be held at the J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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

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

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

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

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

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

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

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


BONITA EARL CSEH: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bonita Earl Cseh
           dba Bo Cseh's Interior Decorator
        2000 North Whaley Ave
        Pensacola, FL 32501

Bankruptcy Case No.: 09-32015

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Phillip K. Wallace, Esq.
                  2027 Jefferson Street
                  Mandeville, LA 70471
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  Email: philkwall@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
17 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flnb09-32015.pdf

The petition was signed by Bonita Earl Cseh.


BROWN TOOL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brown Tool & Manufacturing Co., Inc.
        116 North Walnut Street, P.O. Box 147
        Rising Sun, IN 47040

Bankruptcy Case No.: 09-93393

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Debtor's Counsel: Lane A. Siekman, Esq.
                  PO Box 144, 215 Main St., Suite 2
                  Rising Sun, IN 47040-0144
                  Tel: (812) 438-4072
                  Fax: (812) 438-4074
                  Email: lane@siekmanlaw.com

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

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/insb09-93393.pdf

The petition was signed by Benny D. Garland Jr., president of the
Company.


CAGUAS BODY PARTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Caguas Body Parts, Inc.
        Villa Del Carmen B-13, Carr.# 1
        Caguas, PR 00725

Bankruptcy Case No.: 09-08052

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Vimar Therapy Group, Inc                           09-08053

Chapter 11 Petition Date: September 25, 2009

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

Debtor's Counsel: Antonio I. Hernandez Rodriguez, Esq.
                  Hernandez Law Office
                  P.O. Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  Email: ahernandezlaw@yahoo.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/prb09-08052.pdf

The petition was signed by Benjamin Figueroa, president of the
Company.


CEMTREX INC: June 30 Balance Sheet Upside-Down by $1.2 Million
--------------------------------------------------------------
Cemtrex, Inc.'s balance sheet at June 30, 2009, showed total
assets of $1,818,431 and total liabilities of $3,017,923,
resulting in a stockholders' deficit of $1,199,492.

For three months ended June 30, 2009, the Company posted a net
loss of $110,334 compared with a net income of $67,194 for the
same period in 2008.

For nine months ended June 30, 2009, the Company reported a net
income of $175,757 compared with a net income of $246,606 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?459a

Cemtrex, Inc., and its subsidiary, is engaged in manufacturing and
selling the most advanced instruments for emission monitoring of
particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state Governmental agencies.  Through its
wholly-owned subsidiary Griffin Filters, the company designs,
manufactures and sells air filtration equipment and systems to
control particulate emissions from a variety of industries.

                           Going Concern

As reported in the Troubled Company Reporter on Jan. 21, 2009,
Gruber & Company LLC expressed substantial doubt about its ability
to continue as a going concern after auditing the Company's
financial statements for the fiscal years ended Sept. 30, 2008,
and 2007.  Gruber & Company pointed out that the company has a
negative equity and negative working capital.


CHAIN REACTION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chain Reaction, Inc.
           dba CR Jewelers
           dba CR Jewelers Outlet
           dba CR Jewelers Diamond outlet
           dba CR Jewelers Diamond Priorities
        4010 Oak Circle
        Boca Raton, FL 33431

Bankruptcy Case No.: 09-30487

Chapter 11 Petition Date: September 27, 2009

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

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  Email: bshraiberg@sfl-pa.com

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

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/flsb09-30487.pdf

The petition was signed by Steven Weinberg, secretary/treasurer of
the Company.


CHEMTURA CORP: Will be Immune to Civil Complaints After Oct. 30
---------------------------------------------------------------
Sarah M. Wojcik at The Express-Times reports that Chemtura Corp.
will be immune to civil lawsuits after October 30.  The report
says that Kirkland & Ellis LLP, Chemtura's lawyer, has issued
notices about the civil suit deadline to former Witco Chemical
plant workers and residents near the old plant.

Chemtura acquired the Witco plant in 1996 when it shut down after
almost 14 years in the township's Brainards section.  The Express-
Times relates that Chemtura has since been charged with cleaning
up contaminants on the property.  Remediation was 80% complete on
the site as of April, The Express-Times states, citing the New
Jersey Department of Environmental Protection.

Township leaders are wary that Chemtura might walk away from the
site on the Delaware River before work is complete, The Express-
Times notes.  The report quoted Harmony Township Mayor Brian
Tipton as saying, "They haven't said they won't clean it up but
our fear is that they will walk away from this."

According to The Express-Times, Kirkland & Ellis representative
Lynne Engram said that the firm is acting as a neutral third party
in the Company's bankruptcy proceedings.  "They may cut certain
lease agreements; they have the right to do that.  They can cut
agreements they normally wouldn't have had the right to," The
Express-Times quoted Ms. Engram as saying.

Laws exist to prevent companies from leaving a contaminated site
unfinished, The Express-Times states, citing NJDEP spokesperson
Karen Hershey.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHINA YOUTH: Posts $2 Million Net Loss in Quarter Ended June 30
---------------------------------------------------------------
China Youth Media, Inc., posted a net loss of $1,952,281 for three
months ended June 30, 2009, compared with a net loss $468,467 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $2,668,067 compared with a net loss of $959,313 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $9,556,814, total liabilities of $2,637,822 and a stockholders'
equity of $6,918,992.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that at
June 30, 2009, the Company had an accumulated deficit of
$13,500,000 and a working capital deficit of $521,000.  During the
six months ended June 30, 2009, the Company primarily relied upon
financing activities to fund its operations.  The management is
seeking additional financing and believes that these avenues will
continue to be available to the Company to fund its operations,
however no assurances can be made.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?459c

China Youth Media, Inc. (OTC:CHYU) fka Digicorp, Inc., is a youth
marketing and media company engaged in delivering advertising and
content to the People's Republic of China.  The wholly owned
subsidiaries of the Company are Youth Media (BVI) Limited (YM
BVI), Youth Media (Hong Kong) Limited (YMHK), Youth Media
(Beijing) Limited (YMBJ), and Rebel Crew Films, Inc.


CHRISTIE HOLLOWELL: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Christie L. Hollowell
        11925 Skyline Blvd.
        Oakland, CA 94619

Bankruptcy Case No.: 09-49043

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Mitchell L. Abdallah, Esq.
                  Abdallah Law Group
                  1007 7th, St. #615
                  Sacramento, CA 95814
                  Tel: (916) 446-1974
                  Email: mitch@abdallahlaw.net

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

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

A full-text copy of Ms. Hollowell's petition, including a list of
her 5 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/canb09-49043.pdf

The petition was signed by Ms. Hollowell.


CITIGROUP INC: Unit to Issue Securities; Files Docs with SEC
------------------------------------------------------------
Citigroup Funding Inc. filed documents with the Securities and
Exchange Commission regarding its planned issuance of:

     -- $10 million in Notes Based Upon a Basket of Currencies Due
        September 26, 2011, at $1,000 per Note.  Proceeds to Citi
        Funding is expected to be $9.8 million after $2 million in
        underwriting discount.

        See http://ResearchArchives.com/t/s?4597

     -- 2,101,000 9% LinKed Securities Based Upon the Common Stock
        of Yahoo! Inc. Due October 20, 2010, at $10.00 per ELKS.
        The aggregate offering price is $21,010,000, and Citi
        Funding expects proceeds of $20,537,275 after underwriting
        discount of $472,725.

        See http://ResearchArchives.com/t/s?45b4

     -- 1,559,000 Buffer Notes Based Upon the S&P 500(R) Index Due
        October 6, 2011, at $10.00 per Note.  The aggregate
        offering price is $15,590,000, and Citi Funding expects
        proceeds of $15,278,200 after underwriting discount of
        $311,800.

        See http://ResearchArchives.com/t/s?45b5
        See http://ResearchArchives.com/t/s?45b6

     -- 3,710,000 12% Equity LinKed Securities Based Upon the
        Common Stock of American Express Company Due October 20,
        2010, at $10.00 per ELKS.  The aggregate offering price is
        $37,100,000, and Citi Funding expects proceeds of
        $36,265,250 after underwriting discount of $834,750.

        See http://ResearchArchives.com/t/s?45b7

     -- 1,648,000 2% Minimum Coupon Principal Protected Notes
        Based Upon the S&P 500(R) Index Due October 8, 2014, at
        $10 per Note.   The aggregate offering price is
        $16,480,000, and Citi Funding expects proceeds of
        $15,944,400, after underwriting discount of $535,600.

        See http://ResearchArchives.com/t/s?45b8
        See http://ResearchArchives.com/t/s?45b9

     -- Buffer Notes Based Upon the Dow Jones Industrial AverageSM
        Due 2011, at $10.00 per Note.

        See http://ResearchArchives.com/t/s?45ba
        See http://ResearchArchives.com/t/s?45bb

     -- 1,329,000 2% Minimum Coupon Principal Protected Notes
        Based Upon the Price of Gold Due October 8, 2014, at $10
        per Note.  The aggregate offering price is $13,290,000,
        and Citi Funding expects proceeds of $12,858,075 after
        underwriting discount of $431,925.

        See http://ResearchArchives.com/t/s?45bc
        See http://ResearchArchives.com/t/s?45bd

     -- 2% Minimum Coupon Based Upon the Russell 2000(R) Index Due
        2014, at $10 per Note.

        See http://ResearchArchives.com/t/s?45be
        See http://ResearchArchives.com/t/s?45bf

     -- __% Per Annum Equity LinKed Securities Based Upon the
        Common Stock of Wells Fargo & Company Due 2010, at $10
        per ELK.

        See http://ResearchArchives.com/t/s?45c0

     -- __% Per Annum Equity LinKed Securities Based Upon the
        Common Stock of Schlumberger Limited Due 2010, at $10 per
        ELKS

        See http://ResearchArchives.com/t/s?45c1

Citigroup Inc. meanwhile proposes to issue and sell $2,000,000,000
aggregate principal amount of 5.500% Senior Notes Due 2014.
Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche
Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC,
BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC,
National Australia Bank, Limited, Samuel A. Ramirez & Company,
Inc., RBC Capital Markets Corporation, RBS Securities Inc., TD
Securities (USA) LLC and Utendahl Capital Group, LLC, as
underwriters, offer to purchase the principal amount of the
Securities at 99.170% of the principal amount, plus accrued
interest, if any, from the date of issuance.  The Closing Date was
September 24, 2009, at 9:30 a.m. (Eastern Time).  The closing was
to take place at the offices of Cleary Gottlieb Steen & Hamilton
LLP located at One Liberty Plaza, New York.

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

Skadden, Arps, Slate, Meagher & Flom LLP acts as counsel to
Citigroup in connection with matters related to the issuance of
the Securities.  Cleary Gottlieb Steen & Hamilton LLP is counsel
to the Underwriters.

A full-text copy of the Terms Agreement, dated September 17, 2009,
among the Company and the underwriters, relating to the offer and
sale of the Company's 5.500% Notes due October 15, 2014, is
available at no charge at http://ResearchArchives.com/t/s?45c2

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.


CLEM CARINALLI: Will Voluntarily File for Chapter 11 Protection
---------------------------------------------------------------
Nathan Halverson at The Press Democrat reports that Clem Carinalli
will voluntarily file for Chapter 11 bankruptcy protection.
According to The Press Democrat, Mr. Carinalli won't challenge a
group of lenders trying to push him into bankruptcy and has agreed
to restructure $165 million in debt.

As reported by the TCR on September 17, 2009, a group of investors
claiming that they are owed almost $1 million by Mr. Carinalli
filed a petition to force him into Chapter 7 bankruptcy in the
U.S. Bankruptcy Court in Santa Rosa.  Mr. Carinalli owes creditors
some $150 million.  Exchange Bank President William Schrader said
that the involuntary bankruptcy could delay loan payments to the
bank and other institutions.  Mr. Carinalli said that he was
hoping to avert bankruptcy and instead negotiate privately with
investors, as that would increase the odds of paying creditors
back.  Mr. Carinalli hired debt restructuring consultant Steve
Huntley to negotiate with creditors.


COLONIAL BANCGROUP: Bank Erisa Actions to be Consolidated
---------------------------------------------------------
The officers of the defunct Colonial Bank, which was seized by
state banking regulators in August and saw its parent Colonial
BancGroup enter bankruptcy weeks later, are facing a wave of soon-
to-be-consolidated putative class actions from employees alleging
the bank's management caused their retirement plan to lose over
$50 million, according to Law360.

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

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

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


COINMACH SERVICE: Potential Breach Cues S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's ratings services said that it lowered its
ratings, including the corporate credit rating, on Plainview, New
York-based Coinmach Service Corp. to 'CCC+' from 'B-'.  The
outlook is developing.  The company had about $1.2 billion in
reported debt outstanding as of June 30, 2009.

At the same time S&P lowered the issue-level ratings on CSC's
senior secured debt to 'B-' from 'B', one notch higher than the
corporate credit rating on the company.  The recovery rating on
this debt remains '2', indicating that S&P believes lenders can
expect significant recovery (70%-90%), albeit at the low end of
this range, in the event of a payment default.  The secured debt
consists of a $50 million revolving credit facility maturing 2013,
a $50 million delay draw term loan ($49.8 million drawn as of
March 31, 2009) maturing 2014, and a $725 million term loan B
($715.9 million outstanding) maturing 2014.

S&P also lowered the issue-level ratings on the company's
unsecured debt consisting of $175 million 10.125% senior unsecured
notes due 2015 and $225 million ($252.4 million due at maturity
reflecting payment-in-kind interest) 11.68% senior subordinated
notes due 2015.  S&P lowered the rating to 'CCC-' from 'CCC', two
notches lower than the corporate credit rating.  The recovery
rating on this debt, remains '6', indicating S&P's expectation of
negligible (0%-10%) recovery for noteholders in the event of a
payment default.

"The downgrade reflects S&P's concerns about the potential for a
near-term covenant breach and continued negative free cash flow
generation while incurring additional cash interest expense after
the conversion of its subordinated notes to cash pay," said
Standard & Poor's credit analyst Christopher Johnson.

The ratings on CSC reflect its very highly leveraged financial
profile and near-term potential for declining liquidity due to
tightening financial covenants and negative free cash flows,
despite a currently ample cash balance.

CSC, through its operating company Coinmach Corp., supplies
outsourced laundry services for multifamily housing properties in
the highly fragmented North American market, with a strong
presence in the Northeast, Mid-Atlantic, Southwest, and Southeast
regions.  S&P believes the long-term renewable nature of lease
contracts provides a barrier to market entry which, together with
the relatively constant demand and somewhat recession-resistant
nature of its services, has provided CSC with a relatively stable
revenue stream.  However, it is S&P's opinion that the company's
highly leveraged capital structure, including adjusted leverage of
more than 9x for the trailing 12 months ended June 30, 2009, has
compromised the company's financial flexibility.

The developing outlook reflects S&P's concerns about the company's
constrained liquidity position, including the possibility of a
covenant breach in the near term, while recognizing the
possibility that the company may restore sufficient covenant
cushion and improve its free cash flows.  S&P could further lower
the ratings if the company were to default either on its covenants
or its future debt payment obligations.  Alternatively, S&P would
consider raising the ratings if Coinmach restores sufficient
cushion on its financial covenants and positive free cash flow,
while improving and sustaining adequate liquidity.


COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Compass Diversified Holding's to SGL 2 from
SGL 1 due to Moody's expectation that operating cash flow will
remain sluggish in the near term.  At the same time, Moody's
affirmed all other existing ratings, including the Ba3 corporate
family rating and B1 probability of default rating.  The rating
outlook is stable.

The downgrade in the speculative grade liquidity rating to SGL 2
(good liquidity profile) from SGL 1 (very good liquidity profile)
reflects the consumption of cash over the last year and Moody's
expectation that free cash flow will continue to be pressured over
the next 12 months.  The consumption of cash is caused by
continuing to distribute at least $10 million per quarter to
shareholders despite diminishing operating cash flow, which is
principally caused by lower earnings in its staffing businesses.
"Despite modest operating cash flow expectations over the next 12
months, Moody's believes that Compass still possesses a good
liquidity profile" said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service.  The liquidity profile is highlighted
by the good cash balances of over $50 million, modest debt levels
with less than $100 million of funded debt, no maturities until
2013, full access to a $340 million revolver, significant cushion
under its three maintenance financial covenants and the ability to
monetize assets if needed.

The Ba3 corporate family rating reflects the company's strong
industry diversification, low financial leverage and good interest
coverage.  The rating also benefits from the company's size with
revenue over $1 billion, strong geographic diversification
throughout the US and good operating and financial controls over
its subsidiaries.  In addition to distributing the majority of its
operating cash flow, the rating is also constrained by the overall
weak economy, the rapid decline in profitability in its staffing
business and by diminishing operating margins in most of its other
businesses.

The stable outlook reflects Moody's expectation that despite the
weakness in the job market and continuing uncertainty in
discretionary consumer spending, Compass will resume generating
free cash flow by 2010 and that it will maintain leverage below 3x
and interest coverage around 3x.  The stable outlook also assumes
that while the company will continue to distribute a substantial
portion of its free cash flow, it will not increase leverage to
fund a distribution.  The expectation of additional acquisitions
at low multiples funded with a combination of existing
cash/revolver draw downs and equity is also incorporated into the
stable outlook.

This rating was downgraded:

* Speculative grade liquidity rating to SGL 2 from SGL 1;

These ratings were affirmed/assessments revised:

* Corporate Family Rating at Ba3;

* Probability of Default Rating at B1;

* $200 Million Senior Secured Term Loan ($77 million outstanding),
  at B1 (LGD 4, 56% from LGD 4, 52%);

* $300 Million Senior Secured Revolving Credit Facility, rated Ba1
  (LGD 2, 18% from LGD 2, 13%)

The last rating action was taken on November 8, 2007, when Moody's
assigned the initial ratings to Compass.

The company holds majority ownership interests in six distinct
unrelated operating subsidiaries: Advanced Circuits, American
Furniture Manufacturing, Anodyne Medical Devices, Fox Factory,
Halo Branded Solutions, and Staffmark (formerly known as CBS
Personnel).  Its strategy is to acquire and manage businesses that
operate in industries with long-term macroeconomic growth
opportunities and have positive and stable cash flows.  Revenue
for the twelve months ended June 30, 2009, approximated
$1.4 billion.


CONGOLEUM CORP: Insurers Wants to Derail Revival of Plan
--------------------------------------------------------
A consortium of insurers, including TIG Insurance Co., U.S. Fire
Insurance Co. and Old Republic Insurance Co., is appealing a
federal judge's decision to put the contentious reorganization of
Congoleum Corp. back on track after a bankruptcy court dismissed
the long-running case, according to Law360.

Congoleum said August 21 that it received a decision from the
District Court on its appeal of two orders from the Bankruptcy
Court.  Congoleum had appealed Bankruptcy Court orders finding its
latest plan of reorganization unconfirmable and dismissing its
Chapter 11 case.  The District Court decision reversed the
dismissal order.

With respect to the plan of reorganization, the District Court
ruled that a settlement with certain asbestos claimants was
reasonable and not an impediment to confirmation while another
issue would require a minor modification to the plan.  The
decision also provided specific guidance about the plan and
directed the parties in the case to provide briefings in
preparation for a confirmation hearing.

In addition, the District Court assumed jurisdiction over the
proceedings from the Bankruptcy Court.

                       About Congoleum Corp

Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  On March 3, the Bankruptcy Court stayed the Order of
Dismissal pending entry of a final non-appealable decision
affirming the Order of Dismissal.  Appeal proceedings are underway
before the District Court.


COOPER-STANDARD AUTOMOTIVE: S&P Lowers Sr. Secured Debt t to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services released a report that
incorrectly stated when the corporate credit rating and other
issue ratings on Cooper-Standard Automotive Inc. had been lowered
to 'D'.  In addition, the headline incorrectly implied that the
rating action was the result of the company's Chapter 11 filing,
when in fact, it was not.

Standard & Poor's Ratings Services said it has lowered its issue
ratings on Cooper-Standard Automotive's senior secured debt to 'D'
(default) from 'CC'.  All other issue ratings and the corporate
credit rating were lowered to 'D' on June 16.

On Aug. 3, Cooper-Standard Holdings Inc., the unrated parent
company of Cooper-Standard Automotive, announced that the company
and its U.S. subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  The
company's Canadian subsidiary sought relief under the Companies
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Toronto, Ontario.  The company's joint venture entities in the
U.S. and around the world were not included in the filing.
Cooper-Standard's other foreign subsidiaries also were not
included in the filing.

                           Ratings List

                  Cooper-Standard Automotive Inc.

          Corporate credit rating                D/--/--

                            Downgraded

                  Cooper-Standard Automotive Inc.

                                              To        From
                                              --        ----
       Senior Secured                         D         CC
         Recovery Rating                      2         2


DELTA AIR LINES: Closes $2.1 Billion of Financing Transactions
--------------------------------------------------------------
Delta Air Lines said Sept. 28 it has closed $2.1 billion of
financing transactions, marking a significant step toward
addressing the company's 2010 debt maturities and further
strengthening its liquidity position.

"The competitive terms and strong demand for this financing
reflect the market's confidence in Delta and our financial
strength," said Ed Bastian, Delta's president.  "With these
transactions, we've addressed more than 40 percent of our 2010
maturities and generated an incremental $600 million to bolster
our best-in-class liquidity position."

The $2.1 billion transaction will generate $600 million in
incremental liquidity after refinancing $1.5 billion from
Northwest's bank credit and revolving credit facilities.  Delta
now expects its unrestricted liquidity at Sept. 30, 2009 to be
$5.6 billion. The total transaction has an effective yield of 9.2
percent.

Mr. Bastian continued, "We'd like to thank our banks - Barclays
Capital, Citibank, Deutsche Bank, Goldman Sachs, JP Morgan, Morgan
Stanley and UBS Investment Bank - for their partnership and
commitment to helping Delta secure our capital needs."

The new financing transactions are secured by liens against
Delta's Pacific franchise, which includes route authorities, slots
and gate leaseholds.

                       About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.  The merger closed on October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Northwest Debtors in their
restructuring efforts.  On May 21, 2007, the Court confirmed the
Northwest Debtors' amended plan.  That amended plan took effect
May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

As reported by the TCR on June 29, 2009, Fitch Ratings has
downgraded the debt ratings of Delta Air Lines, Inc., and its
wholly owned subsidiary Northwest Airlines, Inc. -- (i) DAL's
Issuer Default Rating to 'B-' from 'B', First-lien senior secured
credit facilities to 'BB-/RR1' from 'BB/RR1', and Second-lien
secured credit facility to 'B-/RR4' from 'B/RR4', and (ii) NWA's
IDR to 'B-' from 'B'; and Secured bank credit facility to 'BB-
/RR1' from 'BB/RR1'.  The downgrade of DAL's ratings reflects the
continued erosion of the airline's near-term cash flow generation
potential that has resulted from extremely weak business travel
demand and large year-over-year declines in passenger revenue per
available seat mile.


DIGITILITI INC: Posts $2.5MM Net Loss in Six Months Ended June 30
-----------------------------------------------------------------
Digitiliti, Inc., posted a net loss $957,225 for three months
ended June 30, 2009, compared with a net loss of $2,212,817 for
the same period in 2008.

For six months ended July 31, 2009, the Company posted a net loss
of $2,547,977 compared with a net loss of $3,457,973 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $2,926,187, total liabilities of $6,242,835 and a stockholders'
equity of $3,316,648.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4585

Headquartered in St. Paul, Minnesota, Digitiliti, Inc. (OTC: DIGI)
-- http://www.digitiliti.com/-- operates as a software developer
and hardware integrator that creates and implements open
enterprise class data storage solutions.  It provides online data
protection and primary storage consolidation solutions.  The
company offers digitiliti service, a Web-based data storage and
remote backup solution that serves large and mid-size
organizations, and education and government institutions.  The
company was formerly known as Storage Elements, Inc., and changed
its name to Digitiliti, Inc., in 2007.

                       Going Concern Doubt

on April 30, 2009, Malone & Bailey, PC at Houston, Texas expressed
substantial doubt about Digitiliti Inc.'s ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2008.  The auditor noted that
the Company suffered recurring losses from operations and has a
working capital deficit.


DIXIE PELLETS: Section 341(a) Meeting Scheduled for October 13
--------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3 will
convene a meeting of creditors in Dixie Pellets, LLC's Chapter 11
cases on Oct. 13, 2009, at 2:00 p.m.  The meeting will be held at
Robert S. Vance Fed Bldg, 1800 5th Ave No, Room 127, Birmingham,
Alabama.

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

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

Birmingham, Alabama-based Dixie Pellets, LLC, filed for Chapter 11
on Sept. 13, 2009 (Bankr. N.D. Ala. Case No. 09-05411).  Jennifer
Anne Harris, Esq., and Jay R. Bender, Esq., at Bradley Arant Rose
& White LLP, represent the Debtor in its restructuring effort.  In
its petition, the Debtor listed $50,000,001 to $100,000,000 in
assets and $10,000,001 to $50,000,000.


E*TRADE FIN'L: Raises $150-M in At The Market Offering
------------------------------------------------------
E*TRADE FINANCIAL Corporation on September 23, 2009, completed its
At The Market (ATM) common stock offering.  The Company sold
80,226,756 shares of common stock for gross proceeds of
$150 million, resulting in net proceeds of roughly $147 million
after deducting commissions and offering expenses.  Sandler
O'Neill + Partners, L.P., acted as sole distribution agent for the
ATM program.

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


E*TRADE FIN'L: Registers Securities that May Be Sold by Citadel
---------------------------------------------------------------
E*TRADE Financial Corporation filed with the Securities and
Exchange Commission a prospectus supplement relating to:

     -- $1,029,670,000 principal amount of the Company's Class A
        Senior Convertible Debentures due 2019; and

     -- 166,183,569 shares of the Company's common stock, par
        value $0.01 per share, and an indeterminate number of
        shares of common stock as may be issued upon conversion of
        the Class A Debentures, not to exceed 995,812,379 shares,

which may be sold from time to time by selling securityholders:

                              Principal Amount of         Shares of
                               Class A Debentures      Common Stock
   Selling Securityholders       That May Be Sold  That May Be Sold
   -----------------------    -------------------  ----------------
   Wingate Capital Ltd.                        $0        45,454,545
   Citadel Equity Fund Ltd.        $1,029,670,000       120,354,531
   Citadel Derivatives Trading                 $0            47,848
   Citadel Securities LLC                      $0           326,645
                              -------------------  ----------------
      Total                        $1,029,670,000       166,183,569

The Class A Debentures are general senior obligations of E*TRADE,
and are not and will not be secured by any property or assets and
are not and will not be guaranteed by any of its subsidiaries
through which E*TRADE currently conducts substantially all of its
operations.  In the future, E*TRADE may be required to secure the
Class A Debentures and certain of its subsidiaries will be
required to guarantee the Class A Debentures.  Such security and
guarantees may not provide the holders of the Class A Debentures
with any further protection.

The selling securityholders may offer and sell the common stock
and Class A Debentures offered directly to purchasers or through
underwriters, brokers, dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions.
The securities may be sold in one or more transactions at fixed or
negotiated prices or at prices based on prevailing market prices
at the time of sale.

E*TRADE will not receive any of the proceeds from the sale of the
securities pursuant to this prospectus supplement.  E*TRADE is,
however, responsible for expenses incident to the registration
under the Securities Act of 1933 of the offer and sale of the
securities.

The Class A Debentures will not be listed on any securities
exchange.  E*TRADE's common stock is listed on the NASDAQ Global
Select Market under the symbol "ETFC".  The closing price of
E*TRADE's common stock on September 22, 2009 was $1.92 per share.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?45c3

On September 23 to 25, 2008, Citadel and its affiliated entities
tendered $87,887,000 face amount of the Class A Debentures for
conversion into 84,997,058 shares of Common Stock.  Following
these conversions and sales, Citadel will hold a total of roughly
$941,783,000 face amount of the Class A Debentures and
approximately 166,166,267 shares of Common Stock.

Citadel is currently deemed to beneficially own 172,351,609 shares
or roughly 9.9% of E*TRADE Common Stock.

                      About E*TRADE FINANCIAL

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


FX REAL ESTATE: Has Going Concern Doubt on Las Vegas Property Sale
------------------------------------------------------------------
FX Real Estate and Entertainment Inc.'s balance sheet at June 30,
2009, showed total assets of $144,343,000 and total liabilities of
$474,975,000, resulting in a stockholders' deficit of
$330,632,000.

For three months ended June 30, 2009, the Company posted a net
loss of $88,241,000 compared with a net loss of 53,960,000 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 its Las
Vegas subsidiaries are in default under the $475,000,000 mortgage
loan secured by the Las Vegas property.  On July 13, 2009, the Las
Vegas subsidiaries received a Notice of Trustee's Sale dated
July 7, 2009, pursuant to which, the trustee will cause the Las
Vegas property to be sold at a public auction to the highest
bidder for cash so as to satisfy the outstanding obligations to
the first lien lenders secured by the property.  The Las Vegas
property has been under the exclusive possession and control of a
court-appointed Receiver, at the request of the first lien
lenders, since June 23, 2009.  Under Nevada law, the Las Vegas
property may be sold in a trustee sale to satisfy the first lien
lenders' obligations secured by the property, provided the lenders
have satisfied the Nevada procedures and further provided that the
sale has not been stayed through bankruptcy or other filings or by
a consensual delay by the lenders.  Although the second lien
portion of the mortgage loan, which second lien portion is
$195,000,000, is also in default, pursuant to the intercreditor
agreement among the first and second lien lenders, the second lien
lenders are restricted from exercising their remedies so long as
the first lien lenders continue exercising their remedies.  The
Company and the Las Vegas subsidiaries are considering all
possible legal options, including bankruptcy proceedings.  The
Company cannot guarantee to what extent, if any, the actions may
be viable or effective.

The loss of the Las Vegas property, which is substantially the
entire business of the Company, would have a material adverse
effect on the Company's business, financial condition and results
of operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4586

Based in New York, FX Real Estate and Entertainment Inc.'s
business consists of the ownership and operation of the Las Vegas
property, which is made up of six contiguous parcels aggregating
17.72 acres of land located on the southeast corner of Las Vegas
Boulevard and Harmon Avenue in Las Vegas, Nevada.  The Las Vegas
property is currently occupied by a motel and several commercial
and retail tenants with a mix of short and long-term leases.  The
Las Vegas property's six parcels generated total rental and other
revenue of $19,500,000 for the fiscal year ended Dec. 31, 2008.


ELAN CORPORATION: Moody's Upgrades Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Elan Corporation plc to B2 from B3, concluding a rating review for
possible upgrade initiated on July 2, 2009.  Moody's also upgraded
the ratings on Elan's senior unsecured notes to B2 from B3, and
the Probability of Default Rating to B1 from B2.  In addition,
Moody's assigned a Speculative Grade Liquidity Rating of SGL-1,
reflecting Elan's very good liquidity.  Following this rating
action, the outlook on Elan's ratings is positive.

The upgrade reflects the recent completion of Elan's transaction
with Johnson & Johnson, the terms of which include Elan receiving
net proceeds of approximately $885 million in exchange for issuing
new American Depositary Receipts to J&J.

"The cash inflow from J&J represents a significant liquidity
infusion for Elan and a reduction in its net debt position,
prompting Moody's upgrade," stated Moody's Senior Vice President
Michael Levesque.

Consideration of a higher rating is currently precluded by
significant recent attention on the number of progressive
multifocal leukoencephalopathy cases arising in Tysabri patients.
The FDA issued a safety alert on September 16, 2009, stating that
PML risk appears to increase with the number of Tysabri
treatments.  The effect on prescribing trends remains difficult to
predict, as does the rate of any new PML cases.

The positive outlook reflects the potential for an additional
upgrade over time if Elan continues its recent track record of
good operating performance driven by Tyasbri sales, and positive
pipeline developments.  An upgrade could occur if Tysabri sales
continue to steadily increase, leading to sustainable positive
free cash flow, and if pipeline execution is positive.

Conversely, the rating outlook could be revised to stable if
Tysabri sales begin to flatten or decline, or if there are any
significant pipeline setbacks.

The SGL-1 rating reflects Elan's very good liquidity profile,
driven by the significant cash infusion from J&J and Moody's
expectation of a declining free cash flow deficit.

Ratings upgraded:

Elan Corporation, plc

* Corporate Family Rating to B2 from B3
* Probability of Default Rating to B1 from B2

Elan Finance plc

* Fixed rate senior notes of $850 million due 2011 (guaranteed by

* Elan Corporation, plc and subsidiaries) to B2 [LGD4, 66%] from
  B3 [LGD4, 65%]

* Floating rate senior notes of $300 million due 2011 (guaranteed
  by Elan Corporation, plc and subsidiaries) to B2 [LGD4, 66%]
  from B3 [LGD4, 65%]

* Fixed rate senior notes of $465 million due 2013 (guaranteed by
  Elan Corporation, plc and subsidiaries) to B2 [LGD4, 66%] from
  B3 [LGD4, 65%]

* Floating rate senior notes of $150 million due 2013 (guaranteed
  by Elan Corporation, plc and subsidiaries) to B2 [LGD4, 66%]
  from B3 [LGD4, 65%]

Rating assigned:

* SGL-1 Speculative Grade Liquidity Rating

Moody's last rating action on Elan was a rating review for
possible upgrade on July 2, 2009, at the time the Johnson &
Johnson transaction was announced.

Elan Corporation, plc, is a specialty biopharmaceutical company
headquartered in Dublin Ireland, with areas of expertise in
neurological and autoimmune disease, and drug delivery technology.
For the first six months of 2009 the company reported
approximately $526 million of total revenue.


ENRON CORP: Former Broadband Co-CEO Sentenced for Wire Fraud
------------------------------------------------------------
Joseph Hirko, former co-chief executive officer of Enron Broadband
Services, Enron's failed telecommunications business, was
sentenced Sept. 28 to 16 months in prison, Assistant Attorney
General Lanny A. Breuer of the Criminal Division, said.

U.S. District Court Judge Vanessa Gilmore also has ordered Hirko,
53, of Portland, Ore., to forfeit approximately $7 million in
restitution to victims through the U.S. Securities and Exchange
Commission's Enron Fair Fund, in accordance with the terms of the
plea agreement. Hirko pleaded guilty on Oct. 14, 2008, in U.S.
District Court in Houston to one count of wire fraud charged in a
superseding indictment.

In July 2005, Hirko and four other EBS executives were tried on
various charges of conspiracy to commit securities and wire fraud,
securities fraud, wire fraud, insider trading and money laundering
relating to their employment at Enron.  The trial resulted in a
mistrial, and Hirko was subsequently charged in a superseding
indictment with wire fraud, securities fraud and insider trading.
According to the superseding indictment and the plea agreement,
Hirko participated in Enron's annual analyst conference in Houston
at which Enron introduced EBS as one of its "core" units.  Enron
also announced the development of a broadband operating system or
"BOS."   According to the plea agreement, the BOS was purported to
be an "intelligent" operating system and was described as, among
other things, a standard protocol for accessing real-time
bandwidth.

As alleged in the superseding indictment, Enron issued a press
release on May 15, 2000, announcing the acquisition of Warpspeed
Communications.  According to Hirko's guilty plea, the Warpspeed
release falsely represented the status of the BOS and implied that
it was already embedded and functioning as a part of Enron's
network.  Specifically, the Warpspeed release stated that the BOS
"allows application developers to dynamically provision bandwidth
on demand for the end-to-end quality of service necessary to
deliver broadband content."  According to the plea agreement,
Hirko reviewed and approved this language even though the
Warpspeed release contained material inaccurate representations
regarding the BOS's status.  In doing so, Hirko admitted that he
acted with reckless indifference to the true facts, including:
that the BOS was under development throughout his employment at
Enron; that it was never embedded on Enron's network; and that it
could not dynamically provide bandwidth on demand or provide for
the end-to-end quality of service necessary to deliver broadband
content.  According to the plea agreement, Hirko's approval of the
Warpspeed release, as well as other press releases, assisted in
maintaining Enron's overall stock price, thereby improperly
maintaining the value of Hirko's holdings of Enron stock.

This case was prosecuted by Senior Litigation Counsel Jack B.
Patrick, Senior Trial Attorney Jonathan E. Lopez and Trial
Attorney Liam B. Brennan of the Criminal Division's Fraud Section.

Charges against the EBS employees were initially brought in March
2003 by the Enron Task Force, a team of federal prosecutors and
agents formed to investigate matters related to the collapse of
Enron. All remaining Enron Task Force cases are now being handled
by the Criminal Division's Fraud Section, with the investigatory
assistance of the FBI.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FAIRPOINT COMM: May File Chapter 11; Forbearance Moved to Oct. 30
-----------------------------------------------------------------
FairPoint Communications, Inc., said Sept. 28 that it is in
discussions with certain of the lenders under its bank credit
facility regarding a permanent debt restructuring.  The Company
said as part of those discussions, it has entered into a
forbearance agreement with lenders that collectively hold more
than 50% of the loans and commitments outstanding under the credit
facility.  The forbearance agreement contemplates that the Company
may forgo principal and interest payments under its credit
facility as well as payments under its interest rate swap
agreements, totaling about $42.0 million, due on September 30,
2009, and is likely to fail to comply with the interest coverage
ratio and leverage ratio covenants contained in the credit
facility for the period ending September 30, 2009.  Under the
forbearance agreement, if these events of default or other
specified events of default occur, the lenders have agreed to not
accelerate the maturity of the loans outstanding under the credit
facility or exercise any other remedies until October 30, 2009,
subject to certain conditions.

FairPoint's discussions with its bank lenders are focused on
developing a restructuring plan that would be generally designed
to (i) reduce the Company's indebtedness and interest expense and
(ii) improve the Company's liquidity and financial and operational
flexibility in order to allow it to compete more effectively and
maximize the value of the enterprise.  Such a restructuring plan
may require a filing under Chapter 11 of the U.S. Bankruptcy Code.

"[The] action by our lenders demonstrates that our discussions are
progressing in a positive manner and allows additional time for a
permanent restructuring plan to be resolved," said David Hauser,
Chairman and CEO of FairPoint.

There can be no assurance that any restructuring arrangement or
plan that the Company pursues will be successful, or what the
terms thereof would be or what, if anything, the Company's
existing debt or equity holders would receive in any
restructuring.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP.BC) --
http://www.fairpoint.com/-- provides communications services to
communities across the country.  FairPoint owns and operates local
exchange companies in 18 states offering advanced communications
with a personal touch, including local and long distance voice,
data, Internet, television and broadband services.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

As reported by Troubled Company Reporter on Aug. 5, 2009, Standard
& Poor's Ratings Services said it reassigned a 'CC' corporate
credit rating, with a negative outlook to FairPoint, from the
previous 'SD'.  S&P also raised the rating to 'C' from 'D' on the
approximate $90 million of aggregate principal amount remaining on
the company's unsecured notes that did not participate in its
exchange offer.


FRONTIER AIRLINES: To Close Las Cruces Reservations Operation
-------------------------------------------------------------
In an effort to optimize operations in advance of its emergence
from Chapter 11 Bankruptcy protection, Frontier Airlines Holdings,
Inc. announced Sept. 28 that it will close its Las Cruces, New
Mexico, reservations operation.

All current Las Cruces employees will have the opportunity to
apply for open positions at other locations within the Company.
Frontier will provide moving assistance for employees who elect to
relocate.  Employees who choose not to move to another Frontier
location and are eligible will receive severance pay.

"We hope all of our team members will join us in our other
locations," said Frontier Chief Operating Officer Chris Collins.
"This move will eliminate an operational duplication that exists
with our Midwest Airlines partnership.  We understand the
difficult nature of this decision and its impact on our employees.
We need our people, and we will do what we can to make the
transition as easy for them as possible."

The Las Cruces Reservations Center is expected to cease operations
by the end of 2009.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

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

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


GLACIER VIEW: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Glacier View LLC
                1170 South Center Street
                Midway, UT 84049

Case Number: 09-30384

Involuntary Petition Date: September 24, 2009

Court: District of Utah (Salt Lake City)

Petitioner's Counsel: Matthew M. Boley, Esq.
                      Parsons Kinghorn Harris
                      111 E. Broadway, 11th Floor
                      Salt Lake City, UT 84111
                      Tel: (801) 363-4300
                      Fax: (801) 363-4378
                      Email: mmb@pkhlawyers.com

   Petitioner                  Nature of Claim      Claim Amount
   ----------                  ---------------      ------------
Broadway/Bench LLC             Loan                 $1,400,000
3125 E. Kennedy Drive #409
Salt Lake City, UT 84108


GLOBAL CROSSING: Completes Offering of $750MM of 12% Notes
----------------------------------------------------------
Global Crossing Limited has completed its offering of $750 million
in aggregate principal amount of its 12% senior secured notes due
2015 in a private offering to qualified institutional buyers in
accordance with Rule 144A and Regulation S under the Securities
Act of 1933, as amended.

Global Crossing intends to use net proceeds of the offering to
refinance Global Crossing Limited's existing term loan facility,
to fund the purchase of senior notes issued by GC Impsat Holdings
I Plc and to provide capital for general corporate purposes.

The GCL Notes were issued pursuant to an indenture, dated as of
September 22, 2009, among the Company, each of the guarantors
identified, and Wilmington Trust FSB, as trustee.  The GCL Notes
mature on September 15, 2015.  The GCL Notes bear interest at a
rate of 12% per annum, computed on the basis of a 360-day year
composed of 12 30-day months and payable on March 15 and September
15 of each year, beginning on March 15, 2010.

The GCL Notes were issued at a price of 97.944%.  Of the net
proceeds received, after underwriting discounts and related
expenses paid at closing, from the issuance of the GCL Notes:

     -- the Company applied $348 million to prepay all outstanding
        obligations (including principal, accrued and unpaid
        interest and a 1% call protection payment) under its
        existing senior secured term loan agreement, dated May 9,
        2007, among the Company, the subsidiary guarantors party
        thereto, Goldman Sachs Credit Partners L.P. and Credit
        Suisse Securities (USA) LLC;

     -- the Company applied $237 million to fund the purchase by
        GC Impsat Holdings I Plc, a wholly-owned subsidiary of the
        Company, of $223.8 million of the $225 million aggregate
        principal amount outstanding of GC Impsat's 9.875% Senior
        Notes due 2017 which were validly tendered and not
        withdrawn in the previously announced tender offer and
        consent solicitation by GC Impsat, and the payment of
        related consent fees and accrued and unpaid interest; and

     -- the Company retained $125 million for general corporate
        purposes.

The GCL Notes and the Guarantees have not been registered under
the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.

In connection with the issuance of the GCL Notes, the Company
entered into the Collateral Agency Agreement, dated as of
September 22, 2009, with Wilmington Trust FSB, in its capacity as
trustee under the Indenture as well as collateral agent.  The
Collateral Agency Agreement sets forth the terms on which the
collateral agent will receive, hold and distribute the proceeds of
any property and assets of any Grantor encumbered by liens
securing both (1) the present and future holders of the
obligations in respect of the GCL Notes, including additional
notes issued under the Indenture from time to time, and (2) one or
more series of pari passu obligations -- the property and assets,
the "Common Collateral"; the obligations secured thereby
collectively, the "Secured Obligations"; and the holders thereof
collectively, the "Secured Debtholders".

Pursuant to the Collateral Agency Agreement, all liens on Common
Collateral granted at any time to secure any Secured Obligations
will secure equally and ratably all of the Secured Obligations,
and all proceeds from any exercise of rights or remedies with
respect to any Common Collateral will be allocated and distributed
equally and ratably on account of the Secured Obligations.  Upon
receiving notice in writing of the occurrence and continuance of
an event of default under any agreement evidencing any series of
Secured Obligations, in each case after any applicable notice
requirement has been satisfied and any applicable cure period has
expired, the collateral agent shall send written notice of such
Actionable Default to the trustee or agent, as applicable, with
respect to each other series of Secured Obligations, and
thereafter the collateral agent will follow the direction of the
holders of a majority in principal amount of all Secured
Obligations (excluding hedging obligations and obligations with
respect to treasury management arrangements) as to the initiation
and exercise of any rights or remedies of secured creditors (or
the forbearance from exercising any such rights and remedies) with
respect to the Company and its subsidiaries or Common Collateral.

After the occurrence of an Actionable Default and the exercise of
rights or remedies (or sale or transfer in lieu thereof) with
respect to any Common Collateral as a consequence thereof, all
proceeds of Common Collateral will be applied in this order of
priority:

     (1) first, to pay administrative expenses (including all
         reasonable fees and disbursements of attorneys,
         accountants, auditors, consultants, appraisers and other
         professionals) and reasonable compensation of the
         collateral agent, the trustee, any agent for lenders
         under the revolving facility (if applicable) and/or any
         agent of any other Secured Debtholders for services
         rendered in connection with the administration of Common
         Collateral;

     (2) second, to pay, equally and ratably, all amounts then due
         and payable (including as a result of acceleration or
         automatic acceleration) under each series of Secured
         Obligations;

     (3) third, to the extent of any remaining proceeds after
         application pursuant to clauses (1) and (2) above, if any
         series of Secured Obligations or portion thereof remains
         unpaid, such proceeds will be held as collateral for such
         Secured Obligations until satisfied in full, and applied
         from time to time to such Secured Obligations as they
         become due; and

     (4) fourth, to the extent of any remaining proceeds after
         application pursuant to clauses (1), (2) and (3), above,
         to the applicable Grantor or its successors or assigns,
         or as a court of competent jurisdiction may direct.

The Company also entered into a registration rights agreement,
dated September 22, 2009, with the initial purchasers of the GCL
Notes.  Under the terms of the Registration Rights Agreement, the
Company and the Guarantors are required to use commercially
reasonable efforts to have an exchange offer registration
statement declared effective by the Securities and Exchange
Commission on or prior to 365 days of September 22, 2009, enabling
holders to exchange the GCL Notes for registered notes with terms
substantially identical to the terms of the GCL Notes.  The
Registration Deadline may be extended for an additional 90 days in
the event that the Company has not received all regulatory or
other approvals necessary for certain of the Guarantors to provide
full and unconditional guarantees.

Under specified circumstances, including if the exchange offer
would not be permitted by applicable law or SEC policy, the
Registration Rights Agreement would require that the Company and
the Guarantors file a shelf registration statement for the resale
of the GCL Notes.  If the Company and the Guarantors default on
their registration obligations under the Registration Rights
Agreement, special interest of up to a maximum amount of 1.0% per
annum, will be payable on the GCL Notes until all such
registration defaults are cured.

                      About Global Crossing

Global Crossing (NASDAQ: GLBC) is a global IP solutions provider
with the world's integrated global IP-based network.  The Company
offers a full range of secure data, voice, and video products to
roughly 40% of the Fortune 500, as well as to 700 carriers, mobile
operators and ISPs.  It delivers services to more than 690 cities
in more than 60 countries and six continents around the globe.

As reported by the Troubled Company Reporter on August 7, 2009,
Global Crossing Ltd. reported $2.32 billion in total assets and
$2.61 billion in total liabilities, resulting in $28.5 million in
stockholders' deficit at June 30, 2009.  Global Crossing's balance
sheet at June 30 also showed strained liquidity, with $749 million
in total current assets, including $268 million in cash and cash
equivalents, against $945 million in total current liabilities.


GLOBAL CROSSING: GC Impsat I Closes Tender Offer for 9.875% Notes
-----------------------------------------------------------------
GC Impsat Holdings I Plc has accepted for purchase $223.8 million
in aggregate principal amount of its 9.875% Senior Notes due 2017
(CUSIP Nos. U0390YAA8 and 362241AA9), representing all of the
Notes validly tendered and not withdrawn pursuant to its
previously announced cash tender offer for any and all of the
Notes, which expired at 12:00 midnight, New York City time, on
Monday, September 21, 2009.  Payment for the Notes accepted for
purchase was to occur on September 23, 2009, and the Notes so
purchased will be cancelled.  The aggregate consideration to be
paid by GC Impsat for the Notes accepted for purchase, including
consent fees and accrued and unpaid interest to September 23,
2009, is $237 million, which will be funded with a portion of the
net proceeds from a private offering of debt securities by Global
Crossing Limited, the indirect parent of GC Impsat.

The Notes accepted for purchase in the Tender Offer represent
roughly 99.5% of the $225 million principal amount of the Notes
outstanding prior to the Tender Offer.  As a result of GC Impsat's
acceptance for purchase of Notes representing a majority of the
Notes outstanding, certain amendments to the indenture governing
the Notes set forth in a supplemental indenture that became
effective on September 10, 2009, have become operative.
Accordingly, most of the restrictive covenants and certain events
of default contained in the indenture governing the Notes have
been eliminated.

The Tender Offer was made pursuant to the Offer to Purchase and
Consent Solicitation Statement dated August 24, 2009 and the
related Letter of Transmittal. Goldman, Sachs & Co., Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc. were retained
to serve as dealer managers for the tender offer and solicitation
agents for the consent solicitation.

                           About GC Impsat

GC Impsat is a Latin American communications company that offers a
full range of IP and managed data and voice products and services
which support a migration path to a fully converged IP
environment.  GC Impsat is an indirect, wholly owned subsidiary of
Global Crossing Limited (NASDAQ: GLBC), which is a global IP
solutions provider with the world's first integrated global IP-
based network.  Global Crossing offers a full range of secure
data, voice, and video products to roughly 40% of the Fortune 500,
as well as to 700 carriers, mobile operators and ISPs.  It
delivers services to nearly 700 cities in more than 60 countries
and six continents around the globe.  GC Impsat and its
subsidiaries comprise part of Global Crossing's business, with a
principal focus on operations in Central and South America.

As reported by the Troubled Company Reporter on August 7, 2009,
Global Crossing Ltd. reported $2.32 billion in total assets and
$2.61 billion in total liabilities, resulting in $28.5 million in
stockholders' deficit at June 30, 2009.  Global Crossing's balance
sheet at June 30 also showed strained liquidity, with $749 million
in total current assets, including $268 million in cash and cash
equivalents, against $945 million in total current liabilities.


GUYSI INC: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Guysi, Inc.
                1280 Sycamore Ave.
                San Martin, CA 95046

Case Number: 09-57641

Involuntary Petition Date: September 9, 2009

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Deborah Rowley                 unpaid loan          $115,000
1166 Mojave
Idaho Falls, ID

Raylene Meyer                  unpaid loan          $115,000
709 N Alpine
Beverly Hills, CA

Ray Gray                       unpaid loan          $115,000
2656 Vista De Palomar
Fallbrook, CA 92028


HERTZ CORP: Sues Audit Integrity for Near Filers List
-----------------------------------------------------
Hertz Global Holdings, Inc., parent of Hertz Corp., said Sept. 28
that it has filed a lawsuit in the Superior Court of New Jersey,
Bergen County, against Audit Integrity and its Chief Executive
Officer, Jack Zwingli.  Hertz alleges in the lawsuit that Audit
Integrity and Mr. Zwingli have defamed Hertz through a report
published by Audit Integrity and public statements made by Mr.
Zwingli.  Hertz is seeking injunctive relief and monetary damages
through its complaint.

Audit Integrity, in a Sept. 16 report, identified 20 corporations,
with $1 billion or more in market capitalization, that have the
highest probability of declaring bankruptcy in the next twelve
months.  The companies named by Los Angeles based financial
analytics firm Audit Integrity were:

    * Advanced Micro Devices, Inc.
    * Amkor Technology, Inc.
    * AMR Corporation
    * Apartment Investment and Management Co.
    * CBS Corporation
    * Continental Airlines, Inc.
    * Federal-Mogul Corporation
    * Hertz Global Holdings, Inc.
    * Interpublic Group of Companies, Inc.
    * Las Vegas Sands Corp.
    * Liberty Media Corporation (Capital)
    * Macy's, Inc.
    * Mylan Inc.
    * Oshkosh Corporation
    * Redwood Trust, Inc.
    * Rite Aid Corporation
    * Sirius XM Radio Inc.
    * Sprint Nextel Corporation
    * Textron Inc.
    * The Goodyear Tire & Rubber Company

Mark P. Frissora, Hertz Chairman and Chief Executive Officer,
commented, "Our lawsuit is an appropriate response to the
publication of false and harmful information about Hertz.  Not
only are the conclusions about our financial health baseless, but
questioning the integrity of our financial reporting is
indefensible.  We are taking action and responding with the truth
because we know that, by not responding, we shouldn't be surprised
if the public believes and acts on misinformation and untruths."

By including Hertz in a model that is "accounting-based, market-
based, fraud-based," Audit Integrity "clearly implies" that its
conclusions are based on "a sophisticated and scientific analysis
that reliably concluded that Hertz's financial statements were
fraudulent and the company was a candidate for bankruptcy,"
according to the Sept. 25 complaint, Bloomberg News reported.

Hertz Global, according to Bloomberg News, said in its complaint
that available data supports "precisely the opposite conclusion,
namely, that Hertz's financial statements were accurate and the
company was not on the brink of filing bankruptcy."

In a July equity offering, Hertz noted that it raised $544 million
of net proceeds, including $200 million from two of the three
private equity firms that control more than half of the shares,
"and these firms know Hertz's financial condition better than any
other firm."

"We are disappointed that Hertz has taken this action in
an attempt to stifle an opinion they do not agree with," said Mr.
Zwingli, the president of Audit Integrity, in a statement,
according to Bloomberg.

"Audit Integrity provides valuable risk assessment services, which
are particularly important in the current environment," Mr.
Zwingli said. "We firmly stand behind our methodology and
findings, and will vigorously defend ourselves against this
unwarranted litigation."

                      About Hertz Corporation

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc. (NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

The Hertz Corporation, is the primary operating company and a
direct wholly-owned subsidiary of Hertz Investors, Inc., which is
wholly-owned by Hertz Global Holdings.

Hertz Global and its subsidiaries had total assets of
$15,650,038,000 against total debts of $13,856,915,000 as of June
30, 2009.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.  Hertz carries 'B' issuer credit ratings from
Standard & Poor's.


HOLLEY PERFORMANCE: Returns to Chapter 11 to Stay Secured Lenders
-----------------------------------------------------------------
Holley Performance Products, Inc., and its affiliates have filed
Chapter 11 petitions in the U.S. Bankruptcy Court for the District
of Delaware.

During the late 1990s, Holley Performance expanded through a
series of acquisitions, and in the ensuing years, the Company did
not generate earnings and cash flows sufficient to support the
debt incurred in connection with these transactions.  Accordingly,
in the first quarter of 2008, Holley Performance negotiated and
implemented a comprehensive balance sheet reorganization through a
prepackaged chapter 11 case, emerging from bankruptcy in late
March 2008.

Under the Company's prepackaged chapter 11 plan, Holley converted
$95 million in principal amount of second lien obligations to
equity.  The Company's second lien noteholders received 100% of
the equity of reorganized Holley, as well as $50 million in
principal amount of new 12-1/2% Senior Second Lien Secured Notes
due 2013.  The Company also refinanced its $60 million secured
credit facility with Wells Fargo Foothill, Inc. through its
chapter 11 plan into a $65 million senior secured credit facility
-- of which $40 million constituted as a term loan -- with
substantially better terms.

According to Thomas W. Tomlinson, Co-Chief Executive Officer and
the Chief Financial Officer of the Company, despite difficulties
with its OEM business, Holley Performance remained cash now
positive until the abrupt downturn in the domestic economy in
September 2008.  The Company managed to generate some profit in
September and October 2008, but lost money in November, December,
and January as the recession continued.

In February 2009, Holley Performance revised its business plan and
initiated a dramatic reorganization to cut costs and right-size
the Company's operations and workforce to address the weak
economic conditions.  Among the changes implemented were staffing
reductions, pay cuts, and the closing of the Company's
manufacturing plant in Mexico, whose operations were consolidated
into the Company's Aberdeen, Mississippi facility.  Since
implementing these cost-cutting measures, the Company has been
profitable, with performance to date well ahead of plan
projections, Mr. Tomlinson relates.

The failure to make the semi-annual interest payment under the
second lien notes triggered a cross-default under the Credit
Facility.  In addition, the First Lien Lenders contend, among
other things, that a "Material Adverse Change" has occurred under
the Credit Facility due to Holley Performance's reduced sales and
operations as a result of the recession, and that this also
triggers a default.

During the first seven months of 2009, Holley Performance entered
into a series of short-term forbearance agreements with the First
Lien Lenders while performing its internal reorganization.  The
last forbearance agreement with the First Lien Lenders expired on
September 1, 2009.

During negotiations for an extension of their forbearance
agreements, the First Lien Lenders demanded that the Company
refinance the Credit Facility and offering a three month
forbearance in exchange for (a) a $400,000 up front "payment-in-
kind fee," 50% of which would be returned if the Company could
refinance the First Lien Lenders during the forbearance period,
(b) an increase in the annual amortization of the Term Loan by
$900,000, (c) a requirement that Holley use $800,000 in
installment payments expected from one of the Company's customers
entirely to pay down the Term Loan, and (d) an agreement to
permanently raise the interest rate on the Term Loan by 2% per
annum.  The First Lien Lenders later modified the Forbearance
Proposal by reducing the required use of installment payments to
repay the Term Loan to $400.000 but requiring an additional
$100,000 up front "forbearance fee."

The Company determined that neither version of the Forbearance
Proposal was acceptable, because they would have taken
$2.5 million in cash out of the business.  Agreeing to the
Forbearance Proposal would dramatically reduce the Company's
liquidity, exposing the Company to significant risk if another
market downturn or other adverse event occurred, Mr. Tomlinson
relates.

On September 23, 2009, the First Lien Lenders informed the Company
that if it did not accept the Forbearance Proposal by Sept. 25,
the First Lien Lenders would consider commencing foreclosure
actions against Holley Performance's assets.

The Board of Directors of Holdings determined that the best course
for the Company and its U.S. affiliates was to file petitions in
Chapter 11 to obtain the benefits of the Bankruptcy Code's
automatic stay

Holley Performance returned to bankruptcy 19 months after winning
court approval of its last reorganization plan.

                     About Holley Performance

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products,  The Company designs its performance automotive products
to enhance street, off-road, recreational, and competitive vehicle
performance through increased horsepower, torque, and drivability,
In addition to the automotive performance line, Holley Performance
remanufactures carburetors and manufactures performance products
for thc powersport, marine, and motorcycle markets, Holley
Performance also formerly supplied selected products to certain
industrial (non-automotive) original equipment manufacturers.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.


HOLLEY PERFORMANCE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Holley Performance Products Inc.
        1801 Russellville Road
        Bowling Green, KY 42101

Bankruptcy Case No.: 09-13333

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Holley Performance Products Holdings, Inc.         09-13334
Holley Performance Systems, Inc.                   09-13336
Nitrous Oxide Systems, Inc.                        09-13337
Weiand Automotive Industries, Inc.                 09-13338

Type of Business: The Debtors make high-octane aftermarket
                  automotive components, including performance
                  carburetors, exhaust parts, fuel pumps,
                  camshafts, intake manifolds, and superchargers.

                  According to the Troubled Company Reporter, the
                  Debtors first filed for Chapter 11 protection on
                  Feb. 11, 2008 (Bankr. D. Del. Lead Case No. 08-
                  10256).  The Debtors emerged from bankruptcy in
                  March 2008 following confirmation of a
                  prepackaged reorganization plan.

                  See http://www.holley.com

Chapter 11 Petition Date: September 28, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: David B. Stratton, Esq.
                  strattond@pepperlaw.com
                  John Henry Schanne, II, Esq.
                  schannej@pepperlaw.com
                  Pepper Hamilton LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390

Corporate
Counsel:          James M. Wilton, Esq.
                  James A. Wright III, Esq.
                  Ropes & Gray LLP
                  One International Place
                  Boston, MA 02110
                  Tel: (617) 951-7000
                  Fax: (617) 951-7050
                  http://www.ropesgray.com

Claims Agent:     Epiq Bankruptcy Solutions LLC

Estimated Assets: $100 million to $50 million

Estimated Debts: $100 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
U.S. Bank, as Indenture        bond indenture    $50,000,000
Trustee for the 12.5%
Senior Second Lien
Secured Notes due 2013
PO Box 5390
Boston, MA 02206
Tel: (617) 603-6624

Freeborn & Peters LLP          contract claim    $443,000
31 South Wacker Drive
Suite 3000
Chicago IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520

Electrocraft Arkansas Inc.     trade claim       $304,000
DMI Arkansas
PO Box 90499
Chicago IL 60696
Tel: (501) 268-4203
Fax: (501) 268-4013

ABCO Die Casters               trade claim       $254,000

The Troxel Company Inc         trade claim       $189,000

Martin Machine Works Inc       trade claim       $169,000

Taurus International           trade claim       $136,000
Corporation

Valley Packaging Corp          trade claim       $128,000

Key Staff Source Inc           contract claim    $123,000

Patriot Gauges LLC             trade claim       $92,000

Buddy Bar Casting Corp         trade claim       $89,000

DECC Company Inc               trade claim       $87,000

Bowling Green Municipal        contract claim    $69,000

Dennis Hemingway Hemingway &   trade claim       $68,000
Sons

GP Performance Manufacturing   trade claim       $66,000

Willis of Tennessee Inc        contract claim    $62,000

BLP Products Inc               trade claim       $53,000

Parker Hannifin Corp           trade claim       $49,000

Lawson Industries Inc          trade claim       $45,000

Precision Industries Corp.     trade claim       $42,000

Sumter Coating Inc.            trade claim       $42,000

Lifeskills Inc                 trade claim       $38,000

Las Cruces Machine & Mfg. Co.  trade claim       $38,000

Nexair LLC                     trade claim       $37,000

Freudenberg-Nok                trade claim       $37,000

Precision Production Inc.      trade claim       $36,000

Aerotek Commercial Staffing    contract claim    $36,000

Micro Industries Inc           trade claim       $35,000

Golden State Tool & Die        trade claim       $34,000

Kongsberg Automotive           trade claim       $31,000

The petition was signed by Thomas W. Tomlinson, chief financial
officer.


HOMERO SALAZAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Homero Salazar
           aka Homero Salazar, Sr.
           dba Nicoles Transportation
        21646 El Rucio
        P.O. Box 139
        Linn, TX 78563

Bankruptcy Case No.: 09-70692

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Debtor's Counsel: Adolfo Campero Jr., Esq.
                  Attorney at Law
                  315 Calle Del Norte, Suite 207
                  Laredo, TX 78041
                  Tel: (956) 796-0330
                  Fax: (956) 796-0399
                  Email: acampero@cblawfirm.net

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

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

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

The petition was signed by Mr. Salazar.


HOT ENDEAVOR: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hot Endeavor LLC
        7201 W Lake Mead Blvd
        Las Vegas, NV 89128

Bankruptcy Case No.: 09-27909

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Minuet LLC                                         09-27910
Plato Pico LLC                                     09-27911
Warm Walnut LLC                                    09-27912
Valley Hills LLC                                   09-27913
Aspen Glow LLC                                     09-27914
Misty Morning LLC                                  09-27916

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David A, Riggi, Esq.
                  5550 Painted Mirage Road #320
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  Email: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtors' petition, including a list of
their 2 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nvb09-27909.pdf

The petition was signed by Melani Schulte, manager of the Company.


IMAGE ENTERTAINMENT: Has Going Concern Doubt Due to Debt Woes
-------------------------------------------------------------
Image Entertainment, Inc., posted a net loss of $3,030,000 for
three months ended June 30, 2009, compared with a net earnings of
$1,696,000 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $81,208,000, total liabilities of $78,701,000 and a
stockholders' equity of $2,507,000.

The Company said it needs to restructure its debt and raise funds
to cover its operating costs and maturing principal payments to
Portside Growth and Opportunity Fund and execute its growth plans
in the near future.  The Company's working capital deficit, if not
remedied, will also prevent it from making expenditures to
continue acquiring higher-profile content and otherwise enhance
its business.  If its losses and negative cash flows continue, the
Company risks defaulting on the terms of its revolving credit
facility.  A default on its revolving credit facility, if not
waived by its lender, could cause all of its long-term obligations
to be accelerated, making further borrowing difficult and more
expensive and jeopardize its ability to continue as a going
concern.

As of June 30, 2009, the Company is past due in its obligations to
its exclusive disc manufacturer Arvato Digital Services.  The
Company continues working with Arvato to maintain its
relationship.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4598

Headquartered in Chatsworth, California, Image Entertainment, Inc.
-- http://www.image-entertainment.com/-- is an independent
licensee and distributor of entertainment programming in North
America, with roughly 3,200 exclusive DVD titles and roughly 340
exclusive CD titles in domestic release and roughly 400 programs
internationally via sublicense agreements.  For many of its
titles, the Company has exclusive audio and broadcast rights and,
through its subsidiary Egami Media, Inc., has digital download
rights to roughly 2,000 video programs and over 300 audio programs
containing more than 5,100 tracks.

                          Going Concern

On BDO Seidman LLP in Los Angeles, California expressed
substantial doubt about Image Entertainment, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended March 31, 2009, and 2008.
The auditor noted that the Company suffered recurring losses from
operations and negative cash flows.


INEZ MITCHELL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Inez Mitchell
          aka Inez Myers
        501 Santavita Place
        Kissimmee, FL 34759

Bankruptcy Case No.: 09-21612

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.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
$2,784,337, and total debts of $3,393,984.

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

            http://bankrupt.com/misc/flmb09-21612.pdf

The petition was signed by Ms. Mitchell.


INTERNATIONAL LEASE: Fitch Gives Neg. Outlook; Cuts Rating to 'B'
-----------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on International Lease
Finance Corp.'s ratings to Negative from Evolving.  Fitch also
downgraded ILFC's Preferred Stock rating to 'B' from 'BB'.
Approximately $19 billion of debt affected by these actions.

The placement of ILFC's ratings on Rating Watch Negative
essentially reflects heightened concerns and uncertainty
surrounding efforts to execute a sale of the company that would
preserve its investment-grade capital structure.

Fitch originally placed ILFC's ratings on Rating Watch Evolving on
Sept. 17, 2008, and maintained this designation on May 15, 2009
following a downgrade of the company's ratings.  At that time,
Fitch believed that AIG's efforts to divest ILFC could result in
the company being sold to a buyer whose financial characteristics
would enable ILFC to operate with financial metrics that could
provide uplift to the company's current ratings.  Given the
duration of AIG's efforts to divest ILFC and on-going difficult
capital market conditions, Fitch now believes that such a scenario
is unlikely to occur.

Fitch also emphasizes that ILFC's current ratings remain aligned
with AIG's ratings and continue to reflect the company's
significant dependence on the underlying explicit and implicit
support provided to the AIG organization by the Federal Reserve
Bank of New York.  AIG has publicly disclosed that it intends to
provide support for ILFC through August 2010 to the extent that
secured financing, aircraft sales, and other sources of funds are
not sufficient for the company to meet its existing commitments.
Therefore, Fitch is assuming that AIG will provide sufficient
financial support to ensure that $2 billion of bank debt maturing
in October 2009 will be repaid.

The downgrade of ILFC's preferred securities reflects their deep
subordination to senior unsecured creditors and the growing
potential for ILFC to exercise deferral options given the
company's liquidity challenges.  At their current level, the
ratings are consistent with Fitch's ratings on AIG's preferred
securities as well as Fitch's ratings on hybrid securities issued
by other entities that have experienced significant liquidity
challenges over the last 12-18 months.

Furthermore, given ILFC's liquidity challenges and the likelihood
that funding costs will be materially higher going forward, Fitch
believes that ILFC's business model will remain under pressure and
could potentially transition into a portfolio liquidation scenario
in order to preserve liquidity and minimize funding requirements.
Further, Fitch remains concerned that if ILFC continues to rely on
indirect governmental support, this will come at the expense of
providing collateral, which could effectively subordinate existing
bondholders and would put considerable pressure on ILFC's senior
debt ratings.  If this were to occur, resolution of the Rating
Watch could potentially lead to ILFC's Issuer Default and senior
debt ratings falling into the highly speculative rating category.
Fitch recognizes that ILFC is not viewed as a core part of AIG's
franchise, and broader support beyond maintaining timely repayment
of near-term obligations is not envisioned.  Consequently, absent
a sale of the company, continued alignment of ILFC's ratings with
AIG on a longer-term basis may not be warranted.

ILFC's ratings are listed below:

  -- Long-term Issuer Default Rating 'BBB';
  -- Senior unsecured debt 'BBB';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

This rating was downgraded:

  -- Preferred stock to 'B' from 'BB';

All ratings were placed on Rating Watch Negative.


INTERPUBLIC GROUP: At Risk of Going Bankrupt, Says Report
---------------------------------------------------------
Interpublic Group is included in The Business Insider's list of 10
big companies "veering toward bankruptcy."

According to The Business Insider, IPG's market cap divided by its
enterprise value is 80%.

Jim Edwards at bnet.com reports that IPG CEO said that the
downturn "is proving steeper and more lasting than expected".
bnet.com relates that revenues have dropped double digits and
TPG's exposure to General Motors Corp. as its largest client
hasn't helped.

bnet.com says that IPG's exposure to GM is helping right now
because the Company's McCann and Deutsch are working on GM's
business.  According to bnet.com, IPG has cash, cash equivalents,
and marketable securities that totaled $1.77 billion, compared to
$2.04 billion in debt.  The report says that IPG just retired
another $36 million of that debt.  IPG's total debts aren't due
until 2017, the report states.

                      About Interpublic Group

The Interpublic Group of Companies, Inc. (NYSE: IPG), is one of
the big four global advertising holding companies (the others
being Omnicom, WPP and Publicis).  It is headquartered in New York
City and is the parent company of Universal McCann media agency
and McCann-Erickson.

IPG was created in 1960 as the first marketing services management
holding company, with McCann-Erickson and McCann-Marschalk as its
two subsidiaries.  Since then, it has grown tremendously, with
over 185 companies purchased in a two-year span from 1999 to 2001.
Comparisons have been made to AOL Time Warner, as both are media
conglomerates that have trouble managing their holdings.  The
advertising firm Campbell-Ewald is also a subsidiary of IPG.

As reported by the TCR on June 10, 2009, Standard & Poor's Ratings
Services assigned New York City-based advertising firm Interpublic
Group of Companies Inc. proposed offering of $500 million senior
unsecured notes due 2017 its issue-level rating of 'B+' (at the
same level as the 'B+' corporate credit rating on the company).
S&P puts B+/Stable/-- corporate credit rating on Interpublic.

According to the TCR on June 10, 2009, Fitch Ratings assigned a
'BB+' rating to Interpublic Group of Companies' $500 million
proposed senior unsecured notes issuance due 2017.  The proceeds
are expected to be used to partially fund a tender offer for
upcoming maturities.  The company will have approximately
$2.6 billion in pro forma total debt ($2.1 billion as of March 31,
2009 and $500 million proposed; excluding the affect of potential
tenders) and $525 million in preferred stock.  IPG's ratings are:

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Bank credit facility 'BB+';
  -- Enhanced Liquidity Facility 'BB+';
  -- Preferred stock 'BB-'.

The Rating Outlook remains Positive.

The TCR reported on June 10, 2009, that Moody's Investors Service
assigned a Ba3 rating to The Interpublic Group of Companies,
Inc.'s proposed $500 million senior unsecured notes due
2017.

Approximately $2.1 billion in total debt and $525 million in
preferred stock as of March 31, 2009, is affected.


JOHN KARDUM: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: John Kardum
               Shirley Kardum
               26200 Avenida Del Oro
               Temecula, CA 92590

Case No.: 09-32689

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtors' Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd, 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.com

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

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

According to the schedules, the Company has assets of at least
$29,890,144, and total debts of $16,622,890.

The petition was signed by the Joint Debtors.

Debtors' List of 12 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
American Express               Business credit card   $3,530
c/o Becket and Lee

Bank of America                Business credit card   $10,445

Bank of America                Credit card            $5,120

Bk of Amer                     40013 Spring Place     $170,279
                               Court                  ($110,000
                               Temecula, CA 92591     secured)

                               Property occupied by
                               Debtor's son

Chase                          CreditCard             $14,488

Chase                          CreditCard             $2,528

Chase                          CreditCard             $1,019

Discover Fin                   CreditCard             $2,376

Indymac Bank                   285 Oakhurst Way       $408,498
7700 W Parmer Ln               Temucala,             ($240,000
Bldg D 2nd Floor               CA 92591               secured)
Austin, TX 78729
                               Property occupied by
                               Debtor's daughter

Lesco Investments              25125 Terremp          $864,564
4089 Mayfield Street           Drive, 6.42ac         ($810,000
Newbury Park, CA 91320         APN: 935-210-027       secured)
                                                     ($39,283
                                                      senior lien)

Macys/fdsb                     ChargeAccount          $2,175

Sears/cbsd                     ChargeAccount          $2,049


JOHN STOKES: Ordered by Bankruptcy Judge to Turn Over Assets
------------------------------------------------------------
Nicholas Ledden and Nancy Kimball at the Daily Inter Lake reports
that a federal bankruptcy judge ordered John Stokes to surrender
his assets, effectively shutting down Kalispell radio station
KGEZ.  The report says that the Flathead County Sheriff's Office
served the federal order requiring Stokes to cooperate in the
surrender of his assets to the bankruptcy case's trustee on
Thursday.  "We were directed by an order to assist the Kalispell
attorney for the bankruptcy trustee in serving an order on the
radio station," the report quoted Flathead County Sheriff Mike
Meehan as saying.

John Stokes owns a Kalispell radio station.  He filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Montana.  Mr. Stokes' bankruptcy filing includes
his two unregistered corporations, Z-600 Inc. and Skyline
Broadcasting.


KAINOS PARTNERS: Updated Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Kainos Partners Holding Company, LLC
        26 Parkway Commons Drive
        Greer, SC 29650

Bankruptcy Case No.: 09-12292

Chapter 11 Petition Date: July 6, 2009

Debtor-affiliates filing separate to Chapter 11 petitions on
July 6, 2009

        Entity                                     Case No.
        ------                                     --------
Kainos Partners Buffalo RE Holdings, LLC           09-12293
Kainos Partners Greenville SC-RE Holdings, LLC     09-12294
Kainos Partners Las Vegas RE Holdings, LLC         09-12295
Kainos Vineyard Drive RE, LLC                      09-12296
Kainos Highway 29 RE, LLC                          09-12297
Kainos 1996 East Main RE, LLC                      09-12298
Kainos Wade Hampton RE, LLC                        09-12299
Kainos Clinton CML RE, LLC                         09-12300
Kainos Wilson Road RE, LLC                         09-12301
Kainos Partners Columbia SC, LLC                   09-12302
Kainos Partners Houston, LLC                       09-12303
Kainos Partners Las Vegas, LLC                     09-12304
Kainos Partners Las Vegas, LLC [OS]                09-12305
Kainos Partners Las Vegas, LLC [OS]                09-12306
Kainos Partners Las Vegas, LLC [OS]                09-12307
Kainos Partners Las Vegas, LLC [OS]                09-12308
Kainos Partners Las Vegas, LLC Operating Series -  09-12309
Kainos Partners Las Vegas, LLC Operating Series -  09-12310
Kainos Partners Las Vegas, LLC Operating Series -  09-12311
Kainos Partners Las Vegas, LLC Operating Series -  09-12312
Kainos Partners Las Vegas, LLC Operating Series -  09-12313
Kainos Partners Las Vegas, LLC Operating Series -  09-12314
Kainos Partners Las Vegas, LLC Operating Series -  09-12315
Kainos Partners Las Vegas, LLC Operating Series -  09-12316
Kainos Partners Las Vegas, LLC Operating Series -  09-12317
Kainos Partners Las Vegas, LLC Operating Series -  09-12318
Kainos Partners Las Vegas, LLC Operating Series -  09-12319
Kainos Partners Las Vegas, LLC Operating Series -  09-12320
Kainos Partners Las Vegas, LLC Operating Series -  09-12321
Kainos Partners, LLC                               09-12322
Kainos Partners South Carolina, LLC                09-12323
Kainos Walden-Transit, LLC                         09-12324
Kainos Camp-Southwestern, LLC                      09-12325
Kainos Main Street Jamestown, LLC                  09-12326
Kainos Fairmount, LLC                              09-12327
Kainos Crosspoints LLC                             09-12328
Kainos Main-Bailey. LLC                            09-12329
Kainos Boulevard Mall, LLC                         09-12330
Kainos Union Rd., LLC                              09-12331
Kainos Flix-Transit, LLC                           09-12332
Kainos Walden, LLC                                 09-12333
Kainos NF Maple Road, LLC                          09-12334
Kainos Union Road, Cheektowaga, LLC                09-12335
Kainos Broadway Retail, LLC                        09-12336
Kainos Main-Chippewa, LLC                          09-12337
Kainos Transit-Genesee LLC                         09-12338
Kainos Broadway CML, LLC                           09-12339
Kainos Eggert Road, LLC                            09-12340
Kainos Delaware-Hertel, LLC                        09-12341
Kainos Vineyard Drive, LLC                         09-12342
Kainos Boston State Road, LLC                      09-12343
Kainos Walmart, LLC                                09-12344
Kainos Tiger Boulevard, LLC                        09-12345
Kainos East Main Street, LLC                       09-12346
Kainos East Greer Street, LLC                      09-12347
Kainos Fairview Road, LLC                          09-12348
Kainos Main & Coffee, LLC                          09-12349
Kainos Highway 29, LLC                             09-12350
Kainos 1996 East Main, LLC                         09-12351
Kainos East Greenville Street, LLC                 09-12352
Kainos Boiling Springs, LLC                        09-12353
Kainos West Butler, LLC                            09-12354
Kainos Main Street Simpsonville, LLC               09-12355
Kainos North Main Street, LLC                      09-12356
Kainos 1131 West Wade Hampton Blvd, LLC            09-12357
Kainos 2903 N. Pleasantburg Dr., LLC               09-12358
Kainos 520 N. US Highway 25, LLC                   09-12359
Kainos 7252 Moorefield Memorial Hwy, LLC           09-12360
Kainos Woodruff Road, LLC                          09-12361
Kainos 411 The Parkway, LLC                        09-12362
Kainos 1551 Laurens Rd., LLC                       09-12363
Kainos 6055 White Horse Rd., LLC                   09-12364
Kainos Calhoun Memorial, LLC                       09-12365
Kainos South Pine, LLC                             09-12366
Kainos Wade Hampton, LLC                           09-12367
Kainos WM Central, LLC                             09-12368
Kainos Farrow Road, LLC                            09-12369
Kainos Main Street Columbia, LLC                   09-12370
Kainos 378 & Sunset LLC                            09-12371
Kainos South Lake Drive, LLC                       09-12372
Kainos Clemson Road, LLC                           09-12373
Kainos Wilson Road, LLC                            09-12374
Kainos Ann & Simmons, LLC                          09-12375
Kainos Boulder & Racetrack, LLC                    09-12376
Kainos Craig & Jones, LLC                          09-12377
Kainos Silverado & Bermuda, LLC                    09-12378
Kainos Clinton CML, LLC                            09-12379
Kainos Lake Mead & Simmons, LLC                    09-12380

Debtor-affiliates filing separate Chapter 11 petitions on
Sept. 15, 2009:

        Entity                                     Case No.
        ------                                     --------
Kainos Partners Las Vegas, LLC Operating Series    09-13213
Kainos Partners Las Vegas, LLC Operating Series    09-13214

Debtor-affiliate filing separate Chapter 11 petition on
Sept. 23, 2009:

        Entity                                     Case No.
        ------                                     --------
Kainos Partners Las Vegas, LLC Operating           09-13285
Series - #7

Type of Business: The Debtors operate the donut-and-coffee
                  franchises.

                  See http://www.kainospartners.com/

Court: District of Delaware

Judge: Brendan Linehan Shannon

Debtor's Counsel: Joseph J. Bodnar, Esq.
                  Law Offices of Joseph J. Bodnar
                  2101 North Harrison Street, Suite 101
                  Wilmington, DE 19802
                  Tel: (302) 652-5506
                  Fax: (320) 213-2709
                  Email: jbodnar@BodnarLaw.net

Estimated Assets: $10 million and $50 million

Estimated Debts: $10 million and $50 million

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Bart Thorne, President & CEO of the
company.


KIEBLER SLIPPERY ROCK: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Kiebler Slippery Rock LLC
        10823 Mayfield Road
        Chardon, Oh 44024

Case No.: 09-19087

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Andrew L. Turscak Jr., Esq.
            3900 Key Center, 127 Public Square
            Cleveland, OH 44114
            Tel: (216) 566-5500
            Email: andrew.turscak@thompsonhine.com

            Mark A. Weintraub, Esq.
            3900 Key Center, 127 Public Square
            Cleveland, OH 44114
            Tel: (216) 566-5663
            Email: Mark.Weintraub@ThompsonHine.com

            Robert C. Folland, Esq.
            Thompson Hine LLP
            127 Public Sq., 3900 Key Center
            Cleveland, OH 44114-1216
            Tel: (216) 566-5500
            Fax: (216) 566-5800
            Email: rob.folland@thompsonhine.com

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

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

The petition was signed by Paul E. Kiebler IV, the company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
ABC Fire Extinguisher Co. Inc.                        $4,357

ACA Engineering, Inc.                                 $1,506

Allegheny Power                                       $48,646

Apollo Property Management, LLC                       $20,537

Armstrong                                             $9,719

Bernstein Law Firm                                    $2,872

Campus Advantage, Inc.                                $75,000

Delphi Security &                                     $5,446
Investigations

Eisler Landscapes, Inc.                               $145,028

Goehring, Rutter & Boehm                              $85,994

HD Supply Facilities                                  $1,190
Maintenance

Momentum, Inc.                                        $79,913

Roetzel & Andress                                     $4,386

Saflok                                                $34,728

Skoda Minotti                                         $12,000

US Security Associates, Inc.                          $10,622

University Furnishings, LP                            $30,375

Urban Design Associates, PC                           $16,030

Waste Management                                      $3,769

Youngblood Paving, Inc.                               $30,000


KINGSWAY FINANCIAL: Profitability Concerns Cue S&P's Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its unsolicited
long-term counterparty credit and senior unsecured debt ratings on
Toronto-based specialty insurance provider Kingsway Financial
Services Inc. to 'CCC+' from 'B-'.  The outlook is negative.

"The downgrade reflects S&P's concerns over the company's rapidly
deteriorating profitability, liquidity position, and capital
adequacy, which S&P believes will worsen as Kingsway continues to
face very difficult underwriting conditions and reserve
strengthening issues, which have also developed in other
operations besides Lincoln General," said Standard & Poor's credit
analyst Foster Cheng.  It also reflects S&P's concerns over its
worsening franchise value.

Kingsway's most recent quarterly results represents the 11th
straight quarter Kingsway and Lincoln General have needed to
increase reserves; over that time the company has incurred about
US$490 million in reserve strengthening, with no clear end in
sight.  The reserve development at its other operations (including
run-off business at Kingsway General--its largest Canadian
operations) is particularly alarming, in S&P's view, as it could
signal the development of "Lincoln-like" reserve issues at those
operating companies as well.

The negative outlook reflects S&P's assessment of the company's
weak profitability, weak liquidity, weak capital adequacy,
uncertain insurance franchise, reduced competitive position, weak
management oversight, weak enterprise risk management, and limited
financial flexibility.  If Kingsway were to experience additional
deterioration in its profitability, liquidity, or encounter
further material reserve adjustments or write-downs, S&P could
lower the ratings by at least one notch.  However, if Kingsway
demonstrates stability around its reserves and underwriting
performance, S&P could revise the outlook to stable within the
next 12 to 18 months.  In S&P's opinion, it is unlikely the
ratings will improve in the near future, given all the financial
challenges the company continues to face.


LANE EVANS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Lane E. Evans
                  dba Sagebrush Dairy
               Jaylene K. Evans
                  dba Sagebrush Dairy
               28485 County Road Z
               Snyder, CO 80750

Bankruptcy Case No.: 09-30182

Chapter 11 Petition Date: September 25, 2009

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

Judge: A. Bruce Campbell

Debtors' Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.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/cob09-30182.pdf

The petition was signed by the Joint Debtors.


MAGNACHIP SEMICON: Wins Nod of Committee's Reorganization Plan
--------------------------------------------------------------
The official committee of unsecured creditors for MagnaChip
Semiconductor LLC has won approval from U.S. Bankruptcy Judge
Peter Walsh for its plan to reorganize the company.

Judge Peter Walsh approved the plan Sept. 24 after the Creditors
Committee modified it to boost the amount given to Korea Exchange
Bank, MagnaChip's lender.

MagnaChip previously proposed its own Chapter 11 plan, which
proposes a sale of its assets, but later conveyed support for the
Creditors Committee's plan.  The Plan was also supported by the
largest noteholder, Avenue Capital Management II, L.P.

The plan of reorganization provides for an equity infusion by
Avenue Capital and other investors and was overwhelmingly
supported by creditors.

The new investment led by Avenue Capital, one of MagnaChip's
largest creditors, will conclude the financial restructuring.
With this Court ruling approving the plan, Avenue Capital will
have a controlling interest in MagnaChip.  Avenue Capital was
founded in 1995 and is one of the largest global investment
management firms in the world, managing assets valued at
approximately $17.8 billion.

MagnaChip plans to finalize all proceedings related to the plan of
reorganization in the next few weeks and it will continue to be
led by Sang Park.  Key business strategies will continue to be
implemented without material changes.

Sang Park, CEO of MagnaChip Semiconductor said in a Sept. 26
statement, "There has been heightened interest in MagnaChip as
business conditions improve and as the overall economy recovers.
The new equity investment and plan of reorganization is a
reflection of our competitiveness and growth potential.  The
confidence and support from Avenue Capital, in addition to a
nearly net debt-free balance sheet, will allow MagnaChip to
continue to grow as a financially strong company."

According to Michael Bathon at Bloomberg News, MagnaChip said it
will withdraw its plan to liquidate once the creditors' proposal
is implemented.  The Company said it decided not to seek approval
of its liquidation plan because the lender supported the
creditors' committee.

                  Committee's Reorganization Plan

Under the Plan proposed by the Creditors Committee, claims against
the Debtors will be satisfied through

   (a) payment or issuance to Korean Exchange Bank, the first
       lien lender owed an aggregate of US$95 million (i) cash
       equal to 72% of the claim of the first lien lender
       ("Treatment A"), or (ii) cash equal to 35% of the first
       lien lender's secured claim and a pro rata share of term
       loans with principal equal to the remaining amount of the
       claim ("Treatment B"),

   (b) the distribution of 5% of the new stock and rights to
       participate in an offering for new common stock to holders
       of second lien notes aggregating US$500 million,

   (c) distribution, as a "gift" from second lien noteholders,
       cash equivalent to 10% of their allowed claims to holders
       of unsecured claims expected to aggregate US$3.23 million,

   (d) distribution, as a "gift" from second lien noteholders, of
       1% of the new stock plus warrants to purchase 5% of the
       new stock with a strike price equivalent to a
       US$600 million total enterprise value to holders of
       US$250 million subordinated notes claims.

Under the Committee's Plan, Korea Exchange Bank will get 35% of
the $95 million it is owed in cash.  Under the Original Plan, the
Committee offered full recovery for the lenders through the
issuance of a new term loan in full and complete satisfaction of
the first lien lender claims aggregating US$95 million.

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

A unit of Avenue Capital Management II LP, the largest noteholder,
will act as the "backstop purchaser" and buy at least 67%.

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

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

                       MagnaChip's Sale Plan

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

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

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

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

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

                   About MagnaChip Semiconductor

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

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


MAP FINANCIAL: June 30 Balance Sheet Upside-Down by $500,000
------------------------------------------------------------
Map Financial Group, Inc.'s balance sheet at June 30, 2009, showed
total assets of $2,077,449 and total liabilities of $2,577,017,
resulting in a stockholders' deficit of $499,568.

For three months ended June 30, 2009, the Company posted a net
loss of $158,796 compared with a net income of $219,392 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $280,676 compared with a net loss of $102,580 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?4599

Map Financial Group, Inc. was incorporated under the laws of the
State of Nevada on June 27, 2008, to act as a holding company for
five indirect, wholly owned operating subsidiaries that provide
micro-lending services in the Caribbean.  Through the Operating
Subsidiaries, the Company offers short term micro-loans to the
employees of various governmental agencies and private companies
in the Commonwealth of Dominica, Antigua and Barbuda, St. Lucia,
St. Vincent and the Grenadines and Grenada.

Map Financial Group's wholly owned subsidiary is FastCash
International Limited, and its wholly owned subsidiaries are
FastCash International Limited: Financial Services Inc. located in
the Commonwealth of Dominica; FastCash (St. Lucia) Ltd.; FastCash
(Antigua) Ltd; FastCash Ltd (Grenada); Cash Express Ltd (St.
Vincent).

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 30, 2009, the
Company said that there is substantial doubt about the Company's
ability to continue as a going concern.  The Company noted that it
reported a net loss of $121,880 for the three months ended
March 31, 2009.  It reported $2,047,825 in total assets and
$2,388,597 in total liabilities, all current, resulting in
$340,772 in stockholders' deficit.

Map Financial added it has incurred recurring losses from
operations, and as of March 31, 2009, an accumulated deficit of
$373,502, the Company's current liabilities exceeded its current
assets by $608,830 and its total assets by $340,772.


MDI INC: Posts $6.7 Million Net Loss in Quarter Ended June 30
-------------------------------------------------------------
MDI Inc. posted a net loss of $6,771,000 for three months ended
June 30, 2009, compared with a net loss of $1,096,000 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $7,613,000 compared with a net loss of $2,240,000 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $10,006,000, total liabilities of $9,307,000 and a
stockholders' equity of $699,000.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that its future
capital requirements will depend on many factors, including its
level of revenues.  Unless and until it's able to generate
sufficient revenues from its product sales and contract services,
the Company expects the losses to continue in the future.

Additional capital, whether obtained through financial markets may
not be available at all, when needed, or on terms acceptable to
us.  If additional funds are raised through the issuance of
additional common stock, other equity securities or indebtedness,
the percentage ownership of its then-current stockholders may be
diluted substantially and the equity or debt securities issued to
new investors may have rights, preferences or privileges senior to
those of the holders of its then-existing capital stock.

The Company added that if it is unable to continue as a going
concern, it may elect or be required to seek protection from
creditors by filing a voluntary petition in bankruptcy or may be
subject to an involuntary petition in bankruptcy.  In such a case,
it may have to liquidate its assets and may receive less than the
value, and it is likely that investors will lose all or a part of
their investment.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45a1

Headquartered in San Antonio, Texas, MDI Inc. (NASDAQ:MDII) --
http://www.mdisecure.com/-- is engaged in manufacturing and
marketing enterprise-grade physical and electronic security
technologies that include open architecture security command and
control software, intelligent access control hardware and video
surveillance management solutions.


MEMORIAL HOSPICE: May Launch Greenwood Facility After Ch 11 Filing
------------------------------------------------------------------
Daryl Bell at The Clarksdale Press Register reports that Memorial
Hospice, Inc., may be launching another facility in Greenwood
after filing for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Northern District of Mississippi.

Citing former Memorial Hospice workers, The Clarksdale Press
relates that Willie Spurlock Jr., the administrator of the
Clarksdale location, is involved with securing property at 712
Highway 82 W in Greenwood.  The report says that renovations are
being done at the Greenwood facility.

According to The Clarksdale Press, Mr. Spurlock is listed as a
creditor.  Memorial Hospice CEO Vanella Campbell and 53 known
employees are listed as creditors, court documents say.

The Clarksdale Press quoted Sheila Patton, one of the employees,
as saying, "Vanella Campbell has refused to pay employees for
wages earned.  She mislead employees telling them that there was a
problem with the billing and claims, that money would be available
to the accounts so that she could make payroll.  But the checks
became slower and slower and the payment halted.  I notified the
state labor board. That's when she filed bankruptcy and did not
put the employees on the list of creditors until she was
confronted by an employee.  She has been taking money out of
employee check for insurance.  Plus checks they have not received.
Blue Cross Blue Shield was in bankruptcy court and she owes them
$15,000 for insurance premiums."

Clarksdale, Mississippi-based Memorial Hospice, Inc., filed for
Chapter 11 bankruptcy protection on July 17, 2009 (Bankr. N.D.
Miss. Case No. 09-13630).  Jeffrey K. Tyree, Esq., at Harris
Jernigan & Geno, PLLC, assists the Company in its restructuring
efforts.  The Company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


MERCER INTERNATIONAL: S&P Affirms 'CC' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC' corporate
credit and senior unsecured ratings on Vancouver-based pulp
manufacturer Mercer International Inc.  The outlook is negative.

"The ratings reflect S&P's continuing concerns about refinancing
risk following the expiration of Mercer's tender offer to exchange
its $67.3 million 8.5% convertible subordinated notes due October
2010 for new convertible subordinated notes due 2011, common
stock, and warrants," said Standard & Poor's credit analyst Pamela
Rice.  "None of the existing notes were tendered, and therefore
the company continues to face the maturity of these notes next
year." In addition, Mercer needs to refinance its C$40 million
revolving credit facility by May 2010 and EUR4.3 million term loan
by February 2010.  It is S&P's understanding that the company is
seeking an early extension of the Canadian facility.

As of June 30, 2009, Mercer's restricted group had EUR33 million
of cash, no availability under the Canadian credit facility, and
about EUR30 million available under its then EUR40 million German
revolving credit facility that was due to expire in February 2010.
In August 2009, Mercer replaced the German facility with a
EUR25 million revolving credit facility due 2012 and a
EUR4.3 million term loan due in February 2010.  S&P expects funds
from operations to increase in the next several months because of
higher pulp prices amid improving demand and tight supply.
However, S&P does not believe the improvement would be sufficient
to fund all of Mercer's upcoming cash flow requirements, including
seasonal working capital, capital expenditures, and debt
maturities.

Mercer, through its Rosenthal and Celgar subsidiaries, produces
northern bleached softwood kraft pulp.  These two subsidiaries are
restricted by the terms of the company's senior unsecured note
indenture.  As a result, Standard & Poor's bases its assessment of
the company's credit risk on the business and financial profile of
the restricted group only.  The company's financial risk profile
also encompasses challenging market conditions and significant
earnings volatility for its single product.

The negative outlook reflects S&P's concerns about Mercer's near-
term refinancing risks.  S&P could lower the ratings if the
company is unable to repay or refinance, in whole, about
$95 million of debt that matures in 2010.  S&P would only consider
a higher rating if the company is able to address its maturities
in full and on a timely basis.


MERRIAM POINTE: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Merriam Pointe, L.L.C.
        1948 E. Santa Fe
        Olathe, KS 66062

Case No.: 09-23186

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Joanne B. Stutz, Esq.
            Evans & Mullinix PA
            7225 Renner Road, Suite 200
            Shawnee, KS 66217
            Tel: (913) 962-8700
            Email: jbs@evans-mullinix.com

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

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

According to the schedules, the Company has assets of at least
$15,213,732, and total debts of $8,694,138.

The petition was signed by Ross Stiner, the company's co-manager.

Debtor's List of 10 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Century Concrete, Inc.         Concrete Supplier      $49,496

City of Merriam                Contractual            Unknown
                               Administrative Fee

Jess J. Davis, Jr.             Loans and Capital      $212,677
                               Infusions

John E. Davidson               Loans and Capital      $116,083
                               Infusions

Lathrop & Gage                 Legal Fees             $1,500

Phillip L. Holcomb             Loans and Capital      $159,583
                               Infusions

Polsinelli Shughart            Legal Fees             $21,733

Ross Stiner                    Loans and Capital      $319,167
14755 S. Glen Eyrie Street     Infusions
Olathe, KS 66061

Southern Star Ctl              Relocation of          $268,016
Gas Pipeline                   gas line
4700 Highway 56
Owensboro, KY 42301

Water District No 1 JoCo       Installation of        $17,046
                               water line


METRO-GOLDWYN-MAYER: Needs $170 Million to Get Through End of 2009
------------------------------------------------------------------
Simon Reynolds at digitalspy.co.uk reports that Metro-Goldwyn-
Mayer, Inc., reportedly needs $170 million to get through to the
end of 2009.  According to DeadlineHollywood, MGM needs
$20 million in short term and another $150 million.

DeadlineHollywood relates that MGM is on the verge of bankruptcy.
MGM, says DeadlineHollywood, has $3.5 billion in debt, while it is
worth about $1.5 billion.  Citing people familiar with the matter,
Brett Pulley and Kelly Riddell at Bloomberg relates that sources
said MGM is in talks to skip interest payments and restructure
$3.7 billion in bank loans.  According to Bloomberg, MGM asked
creditors to waive $12 million monthly interest payments until
February 15 2010.

The sources said that MGM plans to present a formal restructuring
plan, Bloomberg states.

If MGM goes bankrupt, it will lose the rights to James Bond (to
pay part of the debt) and "The Hobbit" could be delayed
indefinitely, DeadlineHollywood says.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MGM MIRAGE: Sells $475 Mil. of 11.375% Senior Notes Due 2018
------------------------------------------------------------
MGM MIRAGE on September 22, 2009, sold through a private placement
exempt from the registration requirements under the Securities Act
of 1933, as amended, the aggregate principal amount of
$475,000,000 of the Company's 11.375% Senior Notes due 2018.

The Notes were sold in the United States only to accredited
investors pursuant to an exemption from the Securities Act, and
subsequently resold to qualified institutional buyers pursuant to
Rule 144A under the Securities Act and to non-U.S. persons in
accordance with Regulation S under the Securities Act.  The Notes
have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

The Company intends to use the net proceeds of such offering, or
approximately $450.5 million (after giving effect to discounts,
commissions and offering expenses), to repay a portion of the
outstanding borrowings under its senior credit facility, including
a permanent prepayment of approximately $225 million, and for
general corporate purposes.

The Notes were issued under that certain indenture, dated
September 22, 2009, among the Company, certain subsidiaries of the
Company and U.S. Bank National Association, as the trustee.  The
Indenture governs the terms and conditions of the Notes.  Under
the Indenture, the Notes bear interest at an annual rate of
11.375%, with the interest thereon accruing as of September 22,
2009, and mature on March 1, 2018. Interest on the Notes will be
payable semi-annually on March 1 and September 1 of each year,
beginning on March 1, 2010.  Pursuant to the Indenture, the Notes
are guaranteed on a senior unsecured basis by substantially all of
the Company's wholly owned U.S. subsidiaries but not including any
U.S. holding companies of the Company's foreign subsidiaries. The
Notes will be equal in right of payment with, or senior to, all
existing or future indebtedness of the Company and each guarantor.

The Indenture contains customary covenants that will limit the
Company's ability and, in certain instances, the ability of the
Company's subsidiaries to incur liens on assets to secure debt,
enter into certain sale and lease-back transactions, and merge or
consolidate with another company or sell substantially all assets.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MODINE MANUFACTURING: Inks Underwriting Agreement with JPMorgan
---------------------------------------------------------------
Modine Manufacturing Company on September 24, 2009, entered into
an Underwriting Agreement with J.P. Morgan Securities Inc., as
representative of the several underwriters.

The Company agreed to issue and sell 12,000,000 shares of its
common stock, $0.625 par value per share, at a public offering
price of $7.15 per share in an underwritten public offering.  As
part of the Offering, the Company has granted the Underwriters a
30-day option to purchase an additional 1,800,000 shares of Common
Stock on the same terms and conditions.

The Offering is being made under the Company's Shelf Registration
Statement on Form S-3 (Registration No. 333-161030), filed with
the Securities and Exchange Commission on August 4, 2009 (declared
effective September 18, 2009), including a base prospectus
included therein and a final prospectus supplement filed with the
SEC on September 25, 2009.

Modine said the total initial public offering price of
$85,800,000.  Proceeds to Modine, before expenses, is $81,381,600
-- after underwriting discounts and commissions of $4,418,400.

The Company has agreed to sell to the underwriters, at the public
offering price less the underwriting discounts and commissions,
this number of shares:

    Underwriter                            Number of shares
    -----------                            ----------------
    J.P. Morgan Securities Inc.                6,700,800
    Robert W. Baird & Co. Incorporated         3,787,200
    Comerica Securities, Inc.                    384,000
    KeyBanc Capital Markets, Inc.                384,000
    Piper Jaffray & Co.                          384,000
    Barrington Research Associates, Inc.         360,000
                                           ----------------
       Total                                  12,000,000

On September 24, 2009, the last reported sale price of the
Company's common stock on the NYSE was $7.24 per share.

A full-text copy of the Prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?45c4

Modine on September 15, 2009, entered into these agreements:

     -- Second Amendment to Credit Agreement amending the Amended
        and Restated Credit Agreement, as amended, with JPMorgan
        Chase Bank, N.A. (successor by merger to Bank One, NA
        (main office Chicago)), a national banking association,
        as Swing Line Lender, as LC Issuer and a lender and as
        Agent and Bank of America, N.A., M&I Marshall & Ilsley
        Bank, Wells Fargo Bank, N.A., Dresdner Bank AG
        (Commerzbank AG), U.S. Bank, National Association and
        Comerica Bank

        See http://ResearchArchives.com/t/s?4540

     -- Waiver and Third Amendment to Note Purchase Agreement
        (2006) amending the Note Purchase Agreement dated as of
        December 7, 2006, as amended, pursuant to which the
        Company issued $50,000,000 of 5.68% Senior Notes, Series A
        due December 7, 2017 and $25,000,000 of 5.68% Senior
        Notes, Series B due December 7, 2017

        See http://ResearchArchives.com/t/s?4541

     -- Waiver and Third Amendment to Note Purchase Agreement
        (2005) amending the Note Purchase Agreement dated as of
        September 29, 2005, as amended, pursuant to which the
        Company issued $75,000,000 of 4.91% Senior Notes due
        September 29, 2015

        See http://ResearchArchives.com/t/s?4542

The Company entered into the September 15 Amendments to waive
certain events of default existing under the Credit Agreement, the
2006 Note Purchase Agreement and the 2005 Note Purchase Agreement
and amend other provisions of the Credit Agreement, the 2006 Note
Purchase Agreement and the 2005 Note Purchase Agreement.

The Company entered into the September 18 Amendments to amend
certain provisions of the Credit Agreement, the 2006 Note Purchase
Agreement and the 2005 Note Purchase Agreement in anticipation of
the Company's public offering of common stock, $0.625 par value
per share.

Pursuant to the terms of the September 18 Amendments:

     -- Certain financial covenants were modified so the amount of
        cash restructuring charges that may be added back to
        Consolidated Net Income for covenant purposes will be
        increased by $20,000,000, permitted capital expenditures
        will be increased by $5,000,000 for the current fiscal
        year, and any amount of unused capital expenditure for the
        current fiscal year (not to exceed $5,000,000) may be
        carried over to the next fiscal year, and the amount of
        off balance sheet liabilities for sale leasebacks after
        February 17, 2009, and the interest component of such sale
        leasebacks that are excluded from total debt and interest
        expense for covenant purposes is increased from
        $20,000,000 to $30,000,000;

     -- The funds in the cash collateral account described in the
        provisions of the September 15 Amendments will be
        released; and

     -- The terms of the documents, other than certain conforming
        definitions, become effective automatically on the date of
        the closing of the Offering, subject to certain
        conditions.

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets.  Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.


MORRIS PUBLISHING: Has Restructuring Deal; Waiver Moved to Oct. 2
-----------------------------------------------------------------
Morris Publishing Group, LLC, has agreed to the terms of a
restructuring agreement with the holders of over 75% of its
outstanding senior subordinated notes.

If the restructuring is approved, the holders of the
$278.5 million in outstanding notes would exchange their existing
notes for $100 million of new second lien secured notes.  At that
time, affiliates of Morris Publishing would make capital
contributions and repay indebtedness to Morris Publishing to
cancel $110 million of its $138.75 million in existing senior
secured indebtedness.  The restructuring agreement is subject to
the final negotiation and execution of the definitive legal
documentation and other closing conditions.

                     Restructuring Term Sheet

Morris Publishing Group, LLC, and Morris Publishing Finance Co.,
as issuers, and all other subsidiaries of Morris Publishing, as
subsidiary guarantors on September 23, 2009, entered into a
binding restructuring term sheet with the holders, their
investment advisors, or managers of more than 75% of the
outstanding $278,478,000 aggregate principal amount of 7% Senior
Subordinated Notes due 2013 under the Indenture dated August 7,
2003.  The Term Sheet is subject to the final negotiation and
execution of the definitive legal documentation for the
transactions contemplated thereby, including the execution of a
Plan Support Agreement on reasonable and customary terms.

The Term Sheet provides, among other things, for the restructuring
of the Existing Notes through an out-of-court exchange offer (if
holders of at least 99% of the Existing Notes participate) or a
Chapter 11 filing and a plan of reorganization confirmed under the
United States Bankruptcy Code, as amended.  If the Restructuring
is approved, the holders of the Existing Notes would exchange the
Existing Notes (including accrued interest) for $100 million
principal amount of new notes immediately upon the effective date
of either (i) an out-of-court exchange offer, or (ii) a confirmed
plan of reorganization.

The New Notes will mature four years and six months after the date
of issuance.

Prior to the Restructuring, Morris Publishing must consummate a
refinancing transaction involving the acquisition and amendment of
its existing $138,750,000 of senior secured indebtedness, after
which an unrelated party will own up to $21,950,000 of Morris
Publishing Tranche A senior debt, a Morris affiliate would own
$6,800,000 of a second class of the senior debt and two Morris
affiliates would own $110,000,000 of Tranche B senior debt.

Upon consummation of the Restructuring, Morris affiliates will
cancel the $110,000,000 of Tranche B senior debt in repayment of
any outstanding intercompany indebtedness to Morris Publishing
(currently about $25,000,000) and as a contribution to capital
(approximately $85,000,000).  Pending the consummation of the
Restructuring, the Morris affiliates will place the $110,000,000
of Tranche B senior debt in an escrow account upon consummation of
the Senior Refinancing Transaction.  The consummation of the
Senior Refinancing Transaction is subject to the ability of Morris
affiliates to arrange for debt and equity financing transactions
with unrelated third parties, which transactions would enable a
Morris affiliate to acquire $85,800,000 of the Tranche B senior
debt that is being placed in such escrow account.

After the Restructuring, Morris Publishing expects that it will
have less than $26,500,000 of remaining senior debt -- after
payment of the $2,250,000 principal payment due on September 30,
2009.  The Tranche A senior debt will bear interest at the rate of
15% per annum.  The interest rate on the $6,800,000 of the second
class of remaining senior debt will equal the rate paid on the New
Notes, but will be paid-in-kind as an addition to the principal
amount rather than cash.  On or prior to 150 days from the
effective date of the Restructuring, Morris Publishing will be
obligated to refinance both pieces of the remaining senior debt
with an unaffiliated commercial bank at an annual interest rate no
greater than LIBOR plus 970 basis points.

As part of the Senior Refinancing Transaction, the existing senior
credit agreement will be amended and restated.  The Amended Credit
Agreement will provide that all payments shall be applied first to
the Tranche A senior debt until paid in full and will require cash
flow sweeps to be used to reduce the Tranche A senior debt.  If
the Restructuring is completed, after repayment in full of the
Tranche A senior debt (or any refinanced senior debt that replaces
the Tranche A senior debt and the $6,800,000 second class of
senior debt), the principal of the New Notes will also be paid
with cash flow sweeps.

If the Restructuring is completed, until repayment of the Tranche
A senior debt through cash flow sweeps, the New Notes will accrue
(i) cash interest at the rate of 5% per annum, payable quarterly
in arrears, and (ii) PIK interest at the rate of 10% per annum,
compounded quarterly in arrears.  Thereafter, the New Notes shall
pay cash interest at the rate of 10% per annum.  In the event of
refinancing of the Tranche A senior debt and the second class of
senior debt, the New Notes shall accrue interest at 5% plus the
rate payable on the refinanced debt, with a minimum aggregate
annual interest rate of 10% per annum.  While any refinanced debt
remains outstanding, interest on the New Notes shall be payable
50% in cash and 50% in PIK.

The New Notes will be secured with a second lien on all property
of Morris Publishing Group that currently secures the existing
senior debt.  The New Notes will rank junior to the Tranche A
senior debt; pari passu (where each creditor is paid pro rata in
accordance with the amount of their claim) with the Morris
affiliate's $6,800,000 of a second class of senior debt; and
senior to any unsecured obligations of Morris Publishing and
senior to any future subordinated indebtedness.

The New Notes will be issued under an Indenture containing
customary terms and covenants.  In addition, the new Indenture
will contain total leverage covenants and cash interest coverage
covenants.  Morris Publishing will continue to be a public
reporting company.  The holders of the New Notes will also have
the right to appoint an observer to the Board of Directors of
Morris Publishing and each of its subsidiaries.

           Interest Payment Deadline, Bank Waiver Moved

On September 25, 2009, Morris Publishing, as borrower, entered
into Waiver No. 16, with JPMorgan Chase Bank, N.A. as
Administrative Agent under the Credit Agreement dated as of
December 14, 2005, between Morris Publishing, Morris
Communications Company, LLC, the lender parties, and JPMorgan
Chase Bank, N.A., as administrative agent.

Additional parties to the Waiver include the subsidiary guarantors
of Morris Publishing, Morris Communications, MPG Newspaper
Holding, LLC, the parent of Morris Publishing, Shivers Trading &
Operating Company, the parent of MPG Holding, and Morris
Communications Holding Company, LLC, the parent of Morris
Communications.

The lenders party to the Credit Agreement are JPMorgan Chase Bank,
N.A., The Bank of New York, SunTrust Bank, Wachovia Bank, N.A.,
Bank of America, N.A., General Electric Capital Corporation,
Allied Irish Banks, P.L.C., RBS Citizens, N.A., Comerica Bank, US
Bank, National Association, First Tennessee Bank, National
Association, Webster Bank, National Association, Keybank National
Association, Sumitomo Mitsui Banking Corporation, and Mizuho
Corporate Bank, Ltd.

The Credit Agreement includes an event of default if Morris
Publishing defaults in the payment when due of any principal or
interest due on any other indebtedness having an aggregate
principal amount of $5,000,000 or more -- such as Morris
Publishing's $278,478,000 of 7% Senior Subordinated Notes due
2013.  Morris Publishing failed to pay the $9,746,730 interest
payment due February 1, 2009 and the $9,746,730 interest payment
due August 3, 2009, on the Notes.

Waiver No. 16 waives any defaults that arose from the failure to
make such interest payments on the Notes until 5:00 p.m. New York
City time on October 2, 2009.  However, the waiver will terminate
earlier if Amendment No. 13 to the Forbearance Agreement is
terminated or amended prior to such time or upon other defaults.

Waiver No. 16 also waives until October 2, 2009, any event of
default that may have occurred when Morris Publishing failed to
meet the consolidated cash flow ratio or the consolidated interest
coverage ratio under the Credit Agreement when Morris Publishing
and Morris Communications delivered their consolidated financial
statements for the second quarter of 2009 on August 28, 2009 (the
date the relaxed financial covenants under Amendment No. 3 to the
Credit Agreement terminated).

In addition, Waiver No. 16 defers the additional fee (added in
Waiver No. 13) in the amount of 2% of the commitments of the
consenting lenders that had been payable on September 25, 2009, or
earlier, upon the termination of the lender's waiver.  The fee is
now payable on October 2, 2009, or earlier if the waiver is
terminated.  The amount of this fee would be approximately
$2.8 million.  However, the fee will not be payable if before the
Fee Payment Date the lenders' loans are paid in full, the loans
and commitments of the lenders are purchased at par, or a majority
of the consenting lenders agree to waive the fee.

In addition, on September 25, Morris Publishing and Morris
Publishing Finance Co., as issuers, and all other subsidiaries of
Morris Publishing, as subsidiary guarantors, entered into
Amendment No. 13 to the Forbearance Agreement dated as of
February 26, 2009, with respect to the indenture relating to the
Notes between the issuers, the subsidiary guarantors and US Bank
Trust, N.A. (as successor to Wachovia Bank, N.A.), as Indenture
Trustee, dated as of August 7, 2003. Morris Publishing failed to
pay the $9,746,730 interest payment due February 1, 2009, and the
$9,746,730 interest payment due August 3, 2009 on the Notes.

Pursuant to the Forbearance Agreement, the holders, their
investment advisors or managers of more than $226,000,000 of
outstanding principal amount of the Notes -- more than 80% of the
outstanding Notes -- agreed not to take any action during the
forbearance period as a result of the Payment Defaults to enforce
any of the rights and remedies available to the Holders or the
Indenture Trustee under the Indenture or the Notes, including any
action to accelerate, or join in any request for acceleration of,
the Notes.  The Holders also agreed to request that the Indenture
Trustee not take any such remedial action with respect to the
Payment Defaults, including any action to accelerate the Notes
during the Forbearance Period.

Under the Amendment No. 13, the "Forbearance Period" generally
means the period ending at 5:00 p.m. EDT on October 16, 2009, but
could be terminated earlier for various reasons set forth in the
Forbearance Agreement including if the lenders under the Credit
Agreement accelerate the maturity of the obligations under the
Credit Agreement, if Waiver No. 16 is terminated or not extended,
upon the occurrence of any other default under the Indenture, or
if Morris Publishing files for bankruptcy protection or breaches
its covenants under the Forbearance Agreement.

                      About Morris Publishing

Morris Publishing Group, LLC -- http://www.morris.com/-- is a
privately held media company based in Augusta, Georgia.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NEW CENTURY COMPANIES: June 30 Balance Sheet Upside-Down by $7.8MM
------------------------------------------------------------------
New Century Companies, Inc.'s balance sheet at June 30, 2009,
showed total assets of $1,205,254 and total liabilities of
$9,047,284, resulting in a stockholders' deficit of $7,842,030.

For three months ended June 30, 2009, the Company posted a net
loss of $858,020 compared with a net income of $438,349 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3,533,626 compared with a net income $764,184 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 as of
June 30, 2009, the Company has an accumulated deficit of
$16,455,000, had recurring losses, a working capital deficit of
$8,108,000, and was also in default on its convertible notes.  The
Company intends to fund operations through anticipated increased
sales along with renegotiated or new debt and equity financing
arrangements which management believes may be insufficient to fund
its capital expenditures, working capital and other cash
requirements for the year ending Dec. 31, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?430d

New Century Companies, Inc. (OTCBB: NCNC) and its wholly owned
subsidiary, New Century Remanufacturing, Inc., provides after-
market services, including rebuilding, retrofitting and
remanufacturing of metal cutting machinery.  Once completed, a
remanufactured machine is "like new" with state-of-the-art
computers and the cost to the Company's customers is substantially
less than the price of a new machine.  The Company currently sells
its services by direct sales and through a network of machinery
dealers primarily in the United States.  Its customers are
generally medium to large sized manufacturing companies in various
industries where metal cutting is an integral part of their
businesses.  The Company grants credit to its customers who are
predominately located in the western United States.


NOM FRANKLIN: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nom Franklin, Ltd.
           ta River Square Plaza
           ta Hueytown
           ta Bi-Lo Center
           ta McMinnville
           ta Rite Aid Franklin
           ta The Woodlands Shopping Center
           ta Franklin Hollywood Video
           ta Paducah Hollywood Video
        3841 Green Hills Drive, Suite 400
        Nashville, TN 37215

Bankruptcy Case No.: 09-10970

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Nine Mile Partners, Ltd.                           09-10972
Golden Springs Partners, Ltd.                      09-10974
Long Beach Partners, Ltd.                          09-10975
Opp Partners, Ltd.                                 09-10976
59 West Partners, Ltd.                             09-10977
Mandeville Partners, Ltd.                          09-10978
Pascagoula Properties, Ltd.                        09-10980
One Main Place Partners, Ltd.                      09-10981
Brownsville Place Partners, Ltd.                   09-10984
Opelika Partners, Ltd.                             09-10985
Russell Crossing Partners, Ltd.                    09-10988
Cantonment Partners, Ltd.                          09-10990
Wye Partners, Ltd.                                 09-10991
Clanton Partners, Ltd.                             09-10994
Elite Auction Sales, Inc                           09-10997

Chapter 11 Petition Date: September 25, 2009

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

Judge: George C. Paine II

Debtor's Counsel: Craig Vernon Gabbert Jr., Esq.
                  Harwell Howard Hyne Gabbert Manner
                  315 Deaderick St., Suite 1800
                  Nashville, TN 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1058
                  Email: cvg@h3gm.com

                  David Phillip Canas, Esq.
                  Harwell Howard Hyne Gabbert Manner
                  315 Deaderick St., Suite 1800
                  Nashville, TN 37238
                  Tel: (615)  256-0500
                  Fax: (615) 251-1058
                  Email: dpc@h3gm.com

                  Glenn Benton Rose, Esq.
                  Harwell Howard Hyne Gabbert Et Al
                  315 Deaderick Street, Suite 1800
                  Nashville, TN 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1059
                  Email: gbr@h3gm.com

                  Renee M. Bacon, Esq.
                  Harwell Howard Hyne Gabbert & Manner Pc
                  315 Deaderick Street, Suite 1800
                  Nashville, TN 37238
                  Tel: (615)  256-0500
                  Fax: (615) 252-1059
                  Email: rmb@h3gm.com

                  Tracy M. Lujan, Esq.
                  Harwell Howard Hyne Gabbert Manner
                  315 Deaderick St., Suite 1800
                  Nashville, TN 37238-1800
                  Tel: (615) 256-0500
                  Fax: (615) 251-1058
                  Email: tml@h3gm.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 14 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb09-10970.pdf

The petition was signed by T.E. Newton, president of the Company.


OPTIONS MEDIA: Posts $2.6MM Net Loss in Six Months Ended June 30
----------------------------------------------------------------
Options Media Group Holdings, Inc., posted a net loss $1,225,104
for three months ended June 30, 2009, compared with a net loss
$785,636 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
$2,627,849 compared with a net loss of $799,899 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $13,420,086, total liabilities of $4,527,535 and a
stockholders' equity of $8,892,551.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that at
June 30, 2009, the Company had a working capital deficiency of
$3,051,332, which includes $1,080,000 and $290,000 of secured
notes payable with maturing dates of Aug. 31, 2009, and Sept. 30,
2009, respectively, and unsecured notes payable of $90,000 and
$100,000 with maturing dates in August 2009 and December 2009
respectively.  Additionally, at June 30, 2009, the Company had an
accumulated deficit of $6,133,280.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4584

Options Media Group Holdings, Inc. (OTC:OPMG) fka Heavy Metal,
Inc. is a multi-channel marketing firm specializing in the
acquisition and retention of customers through direct and digital
marketing programs.  Options Media does business through its two
wholly owned subsidiaries: 1Touch Marketing, LLC and Options
Acquisition Sub, Inc.  Options Media enables marketers to reach
through a multichannel database of over 150 million consumer and
21 million business records for opt-in e-mail, short message
service and postal marketing.  Additionally, Options Media offers
Web based customized lead generation. Options Media offer Video
Search Engine Optimization with SMS keyword marketing.  Option
Media's e-mail service provider platform provides marketers with
the ability to create, send, and track e-mail messages to their
subscriber database text messaging.


PALM INC: Underwriters Exercise Over-allotment Option
-----------------------------------------------------
Palm, Inc. said the underwriters of its public offering of common
stock have fully exercised their over-allotment option to purchase
3,000,000 additional shares of common stock.  The option was
granted in connection with the public offering of 20,000,000
shares of common stock at a public offering price of $16.25 per
share.  The exercise of the over-allotment option brings the
expected total net proceeds of the public offering to
$359.9 million.  Palm expects to use the proceeds for working
capital and general corporate purposes.  Palm also reaffirmed its
fiscal year 2010 outlook and its planned product and carrier
launches in the second half of Palm's fiscal year ending in May
2010.

The offering is being made solely by means of a prospectus
supplement and accompanying prospectus.

Elevation Partners, L.P., and Elevation Employee Side Fund, LLC,
and Roger B. McNamee, one of Elevation's representatives on Palm's
board of directors, have informed Palm of their intention to
purchase an aggregate of $37 million of the shares being offered
in the offering for investment purposes.  The purchases will be
made at the public offering price.

In a Schedule 13D filing, Elevation disclosed holding 67,794,252
shares or roughly 30.8% of Palm common stock, after giving effect
to the purchase of Common Stock in the Public Offering.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?45c5

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?45c6

Goldman, Sachs & Co. and J.P. Morgan Securities, Inc., are serving
as the joint bookrunners of this offering and RBC Capital Markets
is serving as co-manager.  A full-text copy of the prospectus
supplement and accompanying prospectus relating to this offering
may be obtained by contacting Goldman, Sachs & Co., 85 Broad
Street, New York, NY 10004, Attn: Prospectus Department, by
calling 866-471-2526, or by emailing prospectus-
ny@ny.email.gs.com, or from J.P. Morgan Securities Inc., 4 Chase
Metrotech Center, CS Level, Brooklyn, NY 11425 Attn: Chase
Distribution & Support Service, Northeast Statement Processing, by
calling 718-242-8002.

Davis Polk & Wardwell LLP, in Menlo Park, California, advises Palm
on the matter.  Wilson Sonsini Goodrich & Rosati, Professional
Corporation, in Palo Alto, California, advises the underwriters.

                          About Palm Inc.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

At August 31, 2009, Palm had $793.951 million in total assets;
against total current liabilities of $703.122 million, long-term
debt of $389.0 million, non-current deferred revenues of
$150.096 million, non-current tax liabilities of $5.9 million,
Series B redeemable convertible preferred stock of
$267.905 million, and Series C redeemable convertible preferred
stock of $16.876 million.  At August 31, 2009, Palm had
$1.602 billion in accumulated deficit and $738.948 million in
stockholders' deficit.


PAMELA ANDERSON: Fails to Clear Millions of Unpaid Debts, Bills
---------------------------------------------------------------
The Press of Trust of India reports that Pamela Anderson has gone
bankrupt and has been unable to clear unpaid debts and bills that
run into millions.

America's Star magazine relates that Bruder Construction filed a
$674,043 lien in court against Ms. Anderson for costs including
labor, materials and sub-contractors' fees.  Bruder renovated her
Malibu home in 2008.

According to PTI, the U.S. government is also allegedly owed
$252,360 by Ms. Anderson for an unpaid income tax bill.

Pamela Anderson is a former 'Playboy' model and 'Baywatch' beauty.
She has been living in a beach side trailer in Malibu.


PHOTOMEDEX INC: Posts $2.7MM Net Loss in Quarter Ended June 30
--------------------------------------------------------------
PhotoMedex, Inc., posted a net loss of $2,709,432 for three months
ended June 30, 2009, compared with a net loss $1,607,302 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $6,221,619 compared with a net loss of $4,149,164 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $58,932,388, total liabilities of $34,345,856 and a
stockholders' equity of $24,586,532.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that as of
June 30, 2009, the Company had an accumulated deficit of
$111,541,775.  Cash and cash equivalents as of June 30, 2009, were
$2,134,567, including restricted cash of $78,000.  The Company
will require significant additional funds in order to fund
operations through and beyond the fourth quarter of 2009.

In the near term, the Company plans to restructure its operations
and redirect its efforts in a manner that management expects will
result in improved results of operations.  As part of the
redirected efforts, management is minimizing the Company's
expenditures for fixed capital expenditures and is accelerating
its efforts to convert selected unencumbered assets to cash.  In
addition, in an effort to preserve cash resources, the Company is
initiating discussions with its critical vendors of material for
extended payable-reduction programs.

The Company is also continuing discussions with potential funding
sources. The Company may raise additional funds through public or
private sales of equity securities or from new debt financing.  In
addition, the Company must secure the investor's consent to incur
debt financing.

If the Company is unsuccessful in completing its restructuring and
financing, it may not be able to timely satisfy its working
capital, debt repayment or capital equipment needs or execute its
business plan.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?459f

PhotoMedex, Inc. (NASDAQ:PHMD) is a medical device and specialty
pharmaceutical company.  The Company operates in four business
units: three in Dermatology and one in Surgical.


PARKER COMMERCIAL 2009: Case Summary & 10 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Parker Commercial 2009, LLC
           fka Pivotal Parker Commercial, LLC
        Attn:Gary Elbogen
        17207 N. Perimeter Drive, Suite 200
        Scottsdale, AZ 85255

Bankruptcy Case No.: 09-23976

Chapter 11 Petition Date: September 25, 2009

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

Judge: George B. Nielsen

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696
                  Email: cjjohnsen@jsslaw.com

                  Todd M. Adkins, Esq.
                  Jennings, Strouss And Salmon
                  201 E. Washington St., 11th Fl.
                  Phoenix, AZ 85004
                  Tel: (602) 262-5809
                  Fax: (602) 495-2630
                  Email: tadkins@jsslaw.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 10 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/azb09-23976.pdf

The petition was signed by Daniel R. Hammons, authorized
representative of the Company.


PIERRE FOODS: Moody's Assigns Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family Rating and
Probability Default Rating to Pierre Foods, Inc.  Concurrently,
Moody's assigned B2 (LGD4, 57%) to Pierre's proposed $160 million
senior secured term loan due 2014.  The rating outlook is stable.

This will be the first time that Moody's public ratings are
assigned to Pierre after it emerged from Chapter 11 in December
2008.  The company intends to issue a five year $160 million
Senior Secured Term Loan to refinance the existing Senior Secured
ABL revolving credit facility and First and Second Lien Term Loans
($86 million total outstanding debt) and to prepay a portion of
the redeemable payment-in-kind preferred equity.  In conjunction
with the new term loan, the company will also replace the existing
$95 million ABL revolver with a new four year $30 million ABL
Revolving Credit Facility (not rated by Moody's).

Pierre's B2 Corporate Family Rating is limited by the company's
relatively small scale, narrow product diversification, moderate
customer concentration and highly competitive end markets in which
it operates.  The rating is supported by the company's modest
leverage in part due to the significant debt reduction through the
Chapter 11 filing, improved operating margin, and expected
adequate liquidity.  Pierre is strongly positioned in the B2
rating category as Moody's expects its run-rate credit metrics in
the medium term would map to a higher rating category according to
the Global Packaged Goods methodology; however, the significant
volatility and low margin inherent in its business, which is
largely food commodity processing by nature, as well as
management's limited post-bankruptcy track record, offset its more
favorable financial metrics.

The stable outlook reflects Moody's expectation of further modest
improvement in operating and credit metrics throughout the
intermediate term principally as a result of on-going cost cutting
efforts and profitability enhancement initiatives, offset by a
challenging operating environment for some of its end markets in
the current recession.  Further, Moody's believes volatility still
exists in Pierre's business and further meaningful margin
expansion may be limited, due to its commodity product processing
nature.  That said, its modest leverage and adequate liquidity
position should provide buffer in absorbing future volatility to
sustain its current rating level.

"We would consider an upgrade if the company were to sustain
higher margin and enlarged free cash flow through continued
execution of its planned strategy to achieve profitable organic
growth," commented Moody's analyst, John Zhao.  "An upgrade will
also require adoption of conservative financial policy."

Moody's has assigned these ratings:

  -- B2 Corporate Family Rating

  -- B2 Probability of Default Rating

  -- B2 (LGD4, 57%) rating for the $160 million senior secured
     term loan due 2014

  -- Rating outlook: stable

Pierre Foods, Inc., is a manufacturer, marketer and distributor of
processed food solutions, focusing on formed, pre-cooked and
ready-to-cook protein products, compartmentalized meals and hand-
held convenience sandwiches.  Revenue for fiscal year 2009 (ending
February 28, 2009) was approximately $600 million.


PILGRIM'S PRIDE: Court OKs Settlements With 431 Contract Growers
----------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates obtained the Court's
approval, pursuant to Rule 9019 of the federal Rules of Bankrupt
Procedure, to enter into a settlement agreement with 431
independent contract growers to resolve the disputes that arose as
a result of the Debtors' proposed rejection of the Grower
contracts.

A list of the names of Contract Growers the Debtors intend to
settle with is available for free at:

          http://bankrupt.com/misc/PPC_growers2settle.pdf

The salient terms of the Settlement Agreement are:

* The Debtors will immediately pay to the Growers an
  aggregate amount of $3,157,500.

* In exchange, the Growers will immediately take all actions
  necessary to dismiss, with prejudice, their objections to the
  Debtors' proposed rejection of the Grower Contracts.

* The Debtors will be released from and against all claims and
  charges under any municipal, local, state, or federal law,
  common or statutory, including all claims as defined by
  Section 101(5) of the Bankruptcy Code, claims for
  discrimination, fraud, deceit, constructive fraud, breach of
  fiduciary duty, promissory estoppel, violations of the
  Packers and Stockyard Act of 1921, violations of Section
  13-3-44 of the Office of Contract and Grant Administration,
  equitable estoppel, rejection claims, out-time claims, and
  breach of contract claims, except:

      -- those claims currently asserted in Adams et al. v.
         Pilgrim's Pride Corporation, Case No. 4:09-CV-0387;

      -- those claims currently asserted in White et al. v.
         Pilgrim's Pride Corporation et al., Case No.
         2:07-CV-00522-TJW; and

      -- any postpetition claims for fraud or violation of the
         PSA set forth in a motion for leave to amend the Adams
         Case.

* The Releasing Parties agree that they will not file any
  proofs of claim in the Debtors' bankruptcy cases for any of
  the PPC Released Claims.  To the extent that the Releasing
  Parties' Proofs of Claim allege the released claims or
  damages, the PPC Released Claims in those Proofs of Claim are
  deemed satisfied and expunged upon Debtors' making of the
  Payment.

* To the extent permitted by law, the Releasing Parties forever
  waive, release, and covenant not to sue or file or assist
  with suing or filing any complaint or claim against any
  Releasee with any court, governmental agency or other entity
  based on a PPC Released Claim, whether known or unknown at
  the time of execution of this Agreement.  The Releasing
  Parties also waive any right to recover from any Releasee in
  a civil suit or other action brought by any governmental
  agency or any other individual or entity for or on their
  behalf with respect to any PPC Released Claim.  This release
  covers both claims that the Releasing Parties know about and
  claims not known about by the Releasing Parties; and

* The Parties agree that nothing in the Agreement will be an
  acknowledgement or admission of any violation of any
  contract, local, state, or federal law, common or statutory.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP in
Dallas, Texas, asserts that to avoid protracted litigation on the
issues raised in the Rejection Objections, the Debtors have
determined that it is in the best interests of their estates to
resolve the Objections and the Proofs of Claim on the terms set
forth in the Agreement.

Although the Debtors dispute the merits of the Objections, they
believe the terms of the settlement are fair, Mr. Youngman says.
By consensually resolving the Objections at the current time, the
Debtors are able to avoid burdening their estates with the
further costs of defending against the Growers' Objections, he
points out.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Terms of JBS-Backed Chapter 11 Plan
----------------------------------------------------
Pilgrim's Pride Corporation and its debtor affiliates delivered
to the U.S. Bankruptcy Court for the Northern District of Texas,
Fort Worth Division, on September 17, 2009, their Joint Plan of
Reorganization and Disclosure Statement explaining the Plan.

According to Richard A. Cogdill, chief financial officer of
Pilgrim's Pride, the Plan contemplates for the Debtors' emergence
from bankruptcy with at least $1,650,000,000 in available
financing and that JBS USA Holdings, Inc., the Plan Sponsor, will
purchase a majority common stock of the Reorganized PPC to fund
distributions under the Plan.  All holders of Claims will be paid
in full, unless otherwise agreed by the holder.  Holders of
Equity Interests will receive certain amount of common stock of
the Reorganized PPC.  The Plan also contemplates assumption of
the employees' Compensation and Benefit programs.

The Plan is premised on a transaction with the Plan Sponsor
whereby the Plan Sponsor will purchase 64% of the New PPC Common
Stock on the Effective Date in exchange for $800 million in
Cash, to be used by the Reorganized Debtors to, among other
things, fund distributions to holders of Allowed Claims -- the
"Plan Sponsor Transaction."   The terms of the Plan Sponsor
Transaction are set forth in the Stock Purchase Agreement.

The salient terms of the SPA are:

* Upon the Effective Date, stockholders of PPC will become
   entitled to receive, for each share of PPC Stock held by
   them, one share of New PPC Common Stock.  The former PPC
   stockholders will collectively own an aggregate of 36% of the
   New PPC Common Stock.

* Until the Effective Date, subject to certain exceptions, PPC
   must conduct its business in a reasonable manner consistent
   with past practice and must obtain the consent of the Plan
   Sponsor for certain enumerated actions.

* PPC and the Plan Sponsor will work together to determine the
   contracts to be assumed by the Reorganized Debtors on the
   Effective Date and to resolve objections, if any, to certain
   cure amounts for assumed contracts.

* For a period of six years after the Effective Date,
   Reorganized PPC will indemnify the present and former
   directors and officers of PPC and its subsidiaries from all
   liabilities arising in connection with their service as
   directors and officers.

* The Plan Sponsor will, or will cause Reorganized PPC, after
   the Effective Date to honor certain severance, change in
   control and other employment agreements.

* PPC and the Plan Sponsor will work together to obtain all
   authorizations, consents and approvals of governmental
   authorities, including under antitrust laws, necessary
   to consummate the Plan Sponsor Transaction.

* Prior to the entry of the Plan Sponsor Order, PPC may not
   solicit alternative transaction proposals from third parties
   but may provide information to and engage in discussions with
   third parties and take certain other actions with respect to
   any such unsolicited proposals that PPC's board of directors
   determines are reasonably likely to result in a Superior
   Proposal.  If, prior to the entry of the Plan Sponsor Order,
   PPC decides to enter into negotiations or approve signing an
   agreement with a third party with respect to an alternative
   transaction, it must notify the Plan Sponsor and give the
   Plan Sponsor the opportunity to match the third party offer.

* The SPA contains certain conditions to each of PPC's and the
   Plan Sponsor's obligations to consummate the Plan Sponsor
   Transaction.

* If PPC terminates the SPA due to its receipt of a Superior
   Proposal, then PPC will be required to pay a $45 million
   termination fee to the Plan Sponsor along with an
   additional $5 million as reimbursement of expenses -- the
   "Termination Fee."

A full-text copy of the Stock Purchase Agreement is available for
free at http://bankrupt.com/misc/PPC_JBS_SPA.pdf

                       The Plan Sponsor

JBS USA, the Plan Sponsor, is a wholly-owned direct subsidiary of
JBS Hungary Holdings Kft., and a wholly-owned indirect subsidiary
of JBS S.A., a Brazilian-based meat producer with operations
across two major business segments -- beef and pork.   In terms
of slaughtering capacity, JBS USA is among the leading beef and
pork processors in the U.S. and has been the number one processor
of beef in Australia for the past 15 years.  As a standalone
company, JBS USA would be the largest beef processor in the
world.  JBS USA also owns and operates the largest feedlot
business in the U.S.

JBS USA is anticipated to conduct an Initial Public Offering.
Under the Offering, JBS USA would be the issuer and JBS Hungary
would be the selling stockholder of shares of JBS USA common
stock offered internationally in the United States and other
countries outside Brazil, with a concurrent offering in the
form of Brazilian depositary receipts in Brazil.  JBS USA will
not receive any of the proceeds from the shares of common stock
sold by JBS Hungary.  JBS USA expects to apply for listing of its
common stock on the New York Stock Exchange under the symbol
"JBS."

In the event JBS USA completes the Offering, then, at any
time during an Exchange Window falling within the period
commencing on the date of the closing of the Offering and ending
two years and 30 days from the Effective Date, JBS USA will have
the right to deliver written notice of the mandatory exchange of
the New PPC Common Stock  to Reorganized PPC at its principal
place of business.

Upon delivery to Reorganized PPC of the Notice of the Mandatory
Exchange Transaction each share of New PPC Common Stock held by
stockholders other than JBS USA will automatically, without any
further action on behalf of Reorganized PPC or any of the
Exchanged Holders, be transferred to JBS USA in exchange for
fully paid shares of JBS USA Common Stock equal to the Exchange
Offer Ratio.

An "Exchange Window," Mr. Cogdill says, is a period of time
beginning on the 6th trading day after the first day on which
both Reorganized PPC and JBS USA will have made their annual or
quarterly reports or earnings releases relating to the
immediately preceding fiscal quarter or year, as applicable, and
ending on the last day of the fiscal quarter during which the
first day of the Exchange Window fell.

JBS believes that aggregate synergies from cost savings and
revenue enhancement opportunities as a result of PPC's
integration with JBS North American operations could amount to
$200 million or more per year.

                    Stockholders' Agreement

On the Effective Date, the Plan Sponsor and Reorganized PPC will
enter into a Stockholders Agreement, which sets forth certain
rights with respect to the New PPC Common Stock, corporate
governance and other related corporate matters.

The Stockholders Agreement provides, among other terms, that the
initial Board of Directors of Reorganized PPC will consist of
nine directors:

   (i) six directors designated by the Plan Sponsor,
  (ii) two directors designated by the Equity Committee, and
(iii) the Founder Director, Lonnie "Bo" Pilgrim.

                  Issuance of New Common Stock

On the Effective Date, the existing common stock of PPC will be
cancelled and the New PPC Common Stock will be issued to holders
of Allowed Equity Interests and the Plan Sponsor.  The Restated
Certificate of Incorporation will authorize Reorganized PPC to
issue 800,000,000 shares of common stock, par value $.01 per
share, and 50,000,000 shares of preferred stock, par value $.01
per share, with Reorganized PPC's Board of Directors being
empowered, without stockholder approval, to cause preferred stock
to be issued with such rights, preferences and limitations as it
may determine.

                         Exit Financing

The Debtors are working with various lenders and financial
institutions to secure an exit facility that would provide
funding for plan distributions and working capital for the
Reorganized Debtors.  The Exit Facility, as currently
contemplated, will provide:

  -- a senior secured financing facility in an aggregate
     principal amount of at least $1,650,000,000 to include a
     three-year revolving credit facility, in an aggregate
     principal amount of at least $500,000,000;

  -- a three year Term A loan facility in an aggregate principal
     amount of at least $375,000,000; and

  -- a five- year term B loan facility in an aggregate principal
     amount of at least $775,000,000.

As contemplated, a portion of the Exit Revolving Credit Facility,
of at least $200,000,000, will be available for the issuance of
standby letters of credit and trade letters of credit.

               Financial Projections under Plan

The value of the securities to be issued pursuant to the Plan and
the recoveries by holders of Allowed Claims who receive
securities, depend in part on the ability of the Debtors to
achieve financial results projected on the basis of certain
assumptions, Mr. Richard A. Cogdill, PPC's chief financial
officer, avers.

Additionally, for the Plan to meet the feasibility standards of
the Bankruptcy Code, the Court must conclude that confirmation of
the Plan is not reasonably likely to lead to the liquidation or
further reorganization of the Debtors.

With these considerations in mind, the Debtors prepared their
financial projections, which are based on the Debtors' long-term
business plan and in turn serve as the basis for the Plan.  The
Debtors believe that the assumptions that serve as the basis for
the projections are reasonable under the circumstances and that
pursuit of the business plan will maximize the value of the
businesses of the Debtors.

A full-text copy of the Debtors' five-year Projected Balance
Sheet, Projected Income Statement and Projected Cash Flow is
available for free at:

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

                    Liquidation Analysis

The Debtors have determined that confirmation of the Plan will
provide all Holders of Allowed Claims and Equity Interests a
recovery that is equal to or greater than would be received
pursuant to a Chapter 7 liquidation of each Debtor or
consolidated Debtors.  Under the Base Case Liquidation Analysis
for the consolidated Debtors, the Secured Claims and
Administrative Expense Claims would receive a full recovery;
however, all remaining claims would receive either a partial
recovery or no recovery.

A summary of the Debtors' Liquidation Analysis is available for
free at http://bankrupt.com/misc/PPC_liquidation_ana.pdf

                       Plan Alternatives

If no Chapter 11 plan can be confirmed, the Chapter 11 Cases may
be converted to cases under chapter 7 of the Bankruptcy Code in
which a trustee would be elected or appointed to liquidate the
assets of the Debtors for distribution in accordance with the
priorities established by the Bankruptcy Code.

The Debtors believe that liquidation under Chapter 7 would result
in smaller distributions being made to holders of general
unsecured claims than those provided for in the Plan and no
distributions to equity holders because (a) the likelihood that
other assets of the Debtors would have to be sold or  otherwise
disposed of in a less orderly fashion, (b) additional
administrative expenses attendant to the appointment of a trustee
and the trustee's employment of attorneys and other professionals
and (c) additional expenses and claims, some of which would be
entitled to priority, which would be generated during the
liquidation and from the rejection of leases and other executory
contracts in connection with a cessation of the Debtors'
operations, Mr. Cogdill narrates.

If the Plan is not confirmed, the Debtors or any other party in
interest could attempt to formulate a different plan of
reorganization.  That plan might involve a reorganization and
continuation of the Debtors' business on a standalone basis
without participation of a Plan Sponsor, a sale of the Debtors as
a going concern, or an orderly liquidation of the Debtors' assets
under chapter 11, Mr. Cogdill says.

The Debtors have examined these various alternatives in
connection with the process involved in the formulation and
development of the Plan, and have concluded that the Plan enables
creditors and equity holders to realize the most value under the
circumstances.  In a liquidation under Chapter 11, the Debtors
would still incur the expenses associated with winding down the
estates and selling assets.  The process would be carried out in
a more orderly fashion over a greater period of time than a
chapter 7 liquidation, and if a trustee were not appointed,
because the appointment, if not required in a chapter 11 case,
the expenses for professional fees would most likely be lower
than those incurred in a Chapter 7 case, Mr. Cogdill points out.

A full-text copy of the Joint Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PPC_PlanofReorganization.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/PPC_DisclosureStmnt.pdf

A full-text copy of PPC's Organizational Chart is available for
free at http://bankrupt.com/misc/PPC_orgchart.pdf

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: To Pay Claims in Full From JBS-Backed Ch. 11 Plan
------------------------------------------------------------------
Pursuant to the JBS USA-backed Chapter 11 Plan filed by Pilgrim's
Pride Corp. and its affiliates, the claims against and equity
interests in the Debtors are divided into separate classes.
Accordingly, the Plan provides for the treatment of the
Unclassified and Classified claims and Equity Interests:

Class       Description               Treatment
-----       -----------               ---------
N/A         Administrative Expense    Paid in full, in Cash,
             Claims                    in an amount equal to the
                                       unpaid portion of the
                                       Allowed Administrative
                                       Expense Claim on or as
                                       soon as reasonably
                                       practicable following the
                                       Effective Date.


N/A         Professional Payment      Paid in full, in Cash.
             and Reimbursement
             Claims

N/A         Indenture Trustee Fee     Paid in Cash on the
             Claims                    Effective Date by
                                       Reorganized PPC as
                                       Administrative Expense
                                       Claims.

N/A         DIP Claims                Except to the extent that
                                       a DIP Lender agrees to a
                                       different treatment, DIP
                                       Claims will be paid in
                                       full, in Cash, as soon as
                                       reasonably practicable
                                       following the Effective
                                       Date.

N/A         Priority Tax Claims       Each holder of an Allowed
                                       Priority Tax Claim will
                                       receive, at the sole
                                       option of the Reorganized
                                       Debtors, (a) Cash in an
                                       amount equal to the
                                       Allowed Priority Tax
                                       Claim; (b) equal semi
                                       annual Cash payments in
                                       an aggregate amount equal
                                       to the Allowed Priority
                                       Tax Claim; or other
                                       treatment to be
                                       determined by the Court.

                                       Estimated Amount of
                                       Claims: $15 million

Class 1     Priority Non-Tax Claims   Paid in full in cash

                                       Estimated Amount of
                                       Claims: $35 million

Class 2     BMO Secured Claims        Paid in full in cash

                                       Estimated Amount of
                                       Claims: $261 million

Class 3     CoBank Secured Claims     Either (i) paid in full
                                       in cash, (ii) reinstated
                                       pursuant to amended terms
                                       to be negotiated, or
                                       (iii) reinstated and
                                       rendered unimpaired.

                                       Estimated Amount of
                                       Claims: $1.145 billion

Class 4     Secured Tax Claims        Either (a) paid in full
                                       in cash on Effective
                                       Date, (b) paid in full in
                                       cash semi-annually over a
                                       period of five years.

Class 5     Other Secured Claims      Will (i) be reinstated,
                                       (ii) receive cash in full
                                       plus interest, (iii)
                                       receive proceeds of the
                                       sale of collateral to the
                                       extent of the value of
                                       the holder's secured
                                       interest in the
                                       collateral, (iv) receive
                                       the collateral plus any
                                       interest, or (v) receive
                                       other distributions as
                                       necessary.

                                       Estimated Amount of
                                       Claims: $24 million

Class 6     Senior Note Claims,       Paid in full in cash in
             Senior Subordinated       an amount equal to (i)
             Note Claims and           the principal amount of
             Subordinated Note         Allowed Note Claim and
             Claims against PPC        (ii) accrued and unpaid
                                       postpetition interest at
                                       the non-default, contract
                                       rate.

                                       Estimated Amount of
                                       Claims: $731 million

Class 7     General Unsecured Claims  Paid in full and in cash
                                       with postpetition
                                       interest at the federal
                                       judgment rate as of the
                                       date of entry of the
                                       Confirmation Order.

                                       Estimated Amount of
                                       Claims: $180 million

Class 8     Intercompany Claims       Will be reinstated.

                                       Estimated Amount of
                                       Claims: $38,000,000

Class 9     Flow-Through Claims       Will be satisfied in the
                                       ordinary course of
                                       business at a time and
                                       manner as the applicable
                                       Reorganized Debtor is
                                       obligated to satisfy each
                                       Flow-Through Claim.

                                       Estimated Amount of
                                       Claims: $77 million

Class       Equity Interests in PPC   All existing PPC common
10(a)       (77,141,389 shares of     stock will be cancelled
             common stock              and each holder will
             outstanding)              receive a certain amount
                                       of common stock of
                                       Reorganized PPC.

Class       Equity Interests in       Will be reinstated.
10(b)       PFS Dist. Co.
             (100 shares of common
             stock outstanding,
             100 shares of preferred
             stock outstanding)


Class       Equity Interests in PPC   Will be reinstated
10(c)       Transport Co.
             (100 shares of common
             stock outstanding, 100
             shares of preferred
             stock outstanding)

Class       Equity Interests in       Will be reinstated
10(d)       To-Ricos, Ltd.
             (12,001 shares
             outstanding)

Class       Equity Interests in       Will be reinstated
10(e)       To-Ricos Distribution
             Ltd.
             (12,000 shares
             outstanding)

Class       Equity Interests in PPC   Will be reinstated
10(f)       of West Virginia, Inc.
             (1,000 shares outstanding)

Class       Equity Interests in PPC   Will be reinstated.
10(g)       Marketing, Ltd.

Classes 1 to 9 and Classes 10(b) to 10(g) are Unimpaired classes
and are deemed to accept the Plan and are not entitled to vote.

Class 10(a), the impaired class, is entitled to vote for or
against the Plan.

Holders of Unclassified professional Compensation Claims,
Reimbursement Claims, Indenture Trustee Fee Claims, DIP Claims
and Priority Tax Claims are not entitled to vote to accept or
reject the Plan.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Valuation Analysis Under Chapter 11 Plan
---------------------------------------------------------
Pilgrim's Pride Corp and its affiliates have been advised by
Lazard Freres & Co., its investment banker, with respect to the
estimated enterprise value of Pilgrim's Pride Corporation, as
reflected by the estimated equity value of the Reorganized PPC
that was agreed upon as part of the transaction with JBS SA, the
Plan Sponsor.  Lazard has undertaken the valuation analysis for
the purpose of determining value available for distribution to
holders of Allowed Claims and Allowed Equity Interests pursuant to
the Plan.

Pursuant to the Stock Purchase Agreement, the Plan Sponsor has
agreed to purchase 64% of the New PPC Common Stock for
$800 million.  The remaining 36% of the New PPC Common Stock would
be valued at $450 million, resulting in an aggregate estimated
total equity value of $1.250 billion, before contemplation of any
potential synergies.  Based on the anticipated net debt at the
Effective Date, of $1.486 billion, Lazard's estimate of the
enterprise value is $2.736 billion, excluding approximately
$50 million in estimated restricted cash.  This estimate was based
in part on information provided by the Debtors, solely for
purposes of the Plan, as of November 21, 2009.

For purposes of the valuation, Lazard assumes that no material
changes that would affect value occur between the date of the
Disclosure Statement and the Assumed Effective Date.

Lazard's analysis addresses the estimated enterprise value of
Pilgrim's Pride, as reflected by the estimated equity value of
the Reorganized PPC, assuming the Plan is approved and becomes
effective.  The analysis does not address other aspects of the
proposed reorganization, the Plan or any other transactions and
does not address the Debtors' business decision to effect the
reorganization set forth in the Plan.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PROPELL CORPORATION: June 30 Balance Sheet Upside-Down by $205,000
------------------------------------------------------------------
Propell Corporation's balance sheet at June 30, 2009, showed total
assets of $1,294,767 and total liabilities of $1,499,992,
resulting in a stockholders' deficit of $205,225.

For three months ended June 30, 2009, the Company posted a net
loss of $275,046 compared with a net loss of net loss of $370,561
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $511,374 compared with a net loss $490,321 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
incurred operating losses since inception, and its operating
activities to date have required financing from outside
institutions and related parties.  The Company will continue to
need outside financing to support its internal growth.  Management
continues to seek funding to pursue its business plans.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?459b

Propell Corporation is a fully integrated provider of personalized
products and services, delivered through multiple channels,
including online stores, its own proprietary photo kiosks, photo
imaging locations, and independent and company-owned retail
stores.


QIMONDA NA: Court Approves Sale of Assets to Texas Instruments
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the sale of assets owned by U.S. affiliates of Qimonda
A.G. to Texas Instruments Inc. for $172.5 million, Ian King at
Bloomberg News reports.

As reported by the TCR on August 24, Texas Instruments Inc. has
been selected as stalking horse bidder for manufacturing machinery
in a Richmond, Virginia, plant owned by U.S. affiliates Qimonda
Richmond LLC, and Qimonda N.A.

According to a copy of an asset purchase agreement filed with the
U.S. Bankruptcy Court for the District of Delaware, Texas
Instruments, the second-largest U.S. semiconductor maker, will pay
$172.5 million for the facility, absent higher and better bids at
an auction.  A copy of the Asset Purchase Agreement signed by
Qimonda Richmond LLC and Texas Instruments is available for free
at http://bankrupt.com/misc/Qimonda_TI_Lead_APA.pdf

Competing bids were due Sept. 21.  An auction was to be held Sept.
23 if competing bids were received.

Texas Instruments wants the equipment to build what its says will
be the first plant to use a new type of production gear for analog
chips, which are used to convert sound and motion into electronic
signals, Bloomberg said.  "TI's strong balance sheet allows us to
make significant strategic moves in weak economic environments
such as today's to significantly strengthen our long-term position
in our core product lines," spokeswoman Kim Morgan said in an e-
mail to Bloomberg.

Texas Instruments is represented by:

    Joseph J. Wielebinski
    Robert R. Kibby
    Munsch Hard Kopf & Harr, P.C.
    3800 Lincoln Plaza
    500 N. Akard Street
    Dallas, TX 75201-6659
    Facsimile: (214) 978-4306

                        About Qimonda N.A.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than $1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


READER'S DIGEST: S&P Retains Issue-Level Rating on Debt at 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Reader's Digest Assn. Inc.'s pre-petition senior secured debt to
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for lenders in the event of a payment default, from '4'.  The
issue-level rating on this debt remains at 'D'.

S&P's revision of the recovery rating reflects lower distressed
EBITDA multiples for the company's key U.S. publications than S&P
used in its previously analysis (3.0x to 3.5x, down from 5.0x) and
a lower reorganization value for the company's foreign entities.
In addition, the lower recovery rating reflects the priming liens
granted to debtor-in-possession financing.

                           Ratings List

                    Reader's Digest Assn. Inc.

           Corporate Credit Rating             D/--/--

                     Recovery Rating Revised

                    Reader's Digest Assn. Inc.

                                            To        From
                                            --        ----
        Pre-Petition Secured                D         D
          Recovery Rating                   5         4


REAL ESTATE ASSOC: June 30 Balance Sheet Upside-Down by $19MM
-------------------------------------------------------------
Real Estate Associates Limited VII's balance sheet at June 30,
2009, showed total assets of $1,836,000 and total liabilities of
$20,782,000, resulting in a partners' deficit of $18,946,000.

For three months ended June 30, 2009, the partnership reported a
net income of $34,000 compared with a net loss of $217,000 for the
same period in 2008.

For six months ended June 30, 2009, the partnership posted a net
loss of $183,000 compared with a net loss of $366,000 for the same
period in 2008.

The partnership said that there is substantial doubt about its
ability to continue as a going concern.  The partnership continues
to generate recurring operating losses.  In addition, the
partnership is in default on notes payable and related accrued
interest payable that matured between December 1999 and December
2004.

Nine of the Partnership's twenty remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of June 30, 2009, and
Dec. 31, 2008, the Partnership is obligated for non-recourse notes
payable of approximately $6,320,000 to the sellers of the
partnership interests, bearing interest at 9.5% to 10%.  Total
outstanding accrued interest is $14,419,000 and $14,127,000 at
June 30, 2009, and Dec. 31, 2008, respectively.  These obligations
and the related interest are collaterized by the partnership's
investment in the local limited partnerships and are payable only
out of cash distributions from the Local Limited Partnerships.
Unpaid interest was due at maturity of the notes.  All notes
payable have matured and remain unpaid at June 30, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4479

Real Estate Associates Limited VII invests in other limited
partnerships, which own or lease, and operate federal, state, and
local government-assisted housing projects in the United States.
As of March 31, 2008, it held interests in 22 local limited
partnerships, which owned residential low income rental projects
consisting of 1,579 apartment units.  National Partnership
Investments Corp. and National Partnership Investments Associates
II serve as the general partners for the company.  Real Estate
Associates Limited VII was founded in 1983 and is based in
Greenville, South Carolina.


REALOGY CORP: Closes on $515MM Portion of Incremental Term Loans
----------------------------------------------------------------
Realogy Corporation on September 28, 2009, closed on the
incurrence of $515 million aggregate principal amount of second
lien incremental term loans, which amount the Company expects to
be increased to $650 million, at 13.5% and priced at 100%, or par
value, that mature in 2017.

Realogy was to issue $515 million Monday and an additional
$135 million on a delayed draw basis on October 9, 2009, subject
to receipt of additional lender commitments for which there can be
no assurances such commitments will be obtained.

The Company said it would use the proceeds from the incurrence of
the incremental term loans to (1) reduce at least $365 million of
borrowings on its $750 million revolver under its existing credit
facility and (2) refinance approximately $220 million of
11.00%/11.75% Senior Toggle Notes due 2014 from affiliates of
Icahn Partners, L.P. for $150 million of borrowings.  The net
effect of the transactions is that Realogy will immediately reduce
its outstanding debt by approximately $70 million.  The amount of
the incremental term loans was upsized from $325 million.

On September 24, Realogy said it has explored and continue to
explore various possible financing alternatives, including the
potential incurrence of new indebtedness or issuance of new
equity, to increase its long-term liquidity and financial
flexibility, as well as alternatives to reduce its outstanding
indebtedness.  As part of these efforts, Realogy launched a new
loan syndication to access up to $325 million of second lien
incremental term loans under its existing senior credit facility.
The Incremental Term Loans were arranged and syndicated by J.P.
Morgan Securities Inc.

"We are pleased with both our ability to raise new capital in
today's credit market and Apollo's increased investment in our
company through purchases of Realogy's bonds," said Realogy
President & CEO Richard A. Smith.  "These are tremendous signs of
investor confidence in Realogy, our business model and the value
of our brands as well as the performance of our management team
and our employees.  Securing these incremental term loans goes a
long way toward increasing our long-term liquidity and financial
flexibility."

Apollo had advised the Company that through one of its affiliates
Apollo has substantially increased its investment in Realogy
largely through open-market purchases of unsecured notes.  Upon
the closing of incremental term loans, Apollo's ownership of
Realogy's existing unsecured notes is approximately $970 million
in aggregate principal amount.

                        About Realogy Corp.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended December 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. had assets of $8,425,000,000 against debts of
$9,430,000,000, for a total stockholders' deficit of
$1,005,000,000 as of June 30, 2009.

As reported by the Troubled Company Reporter on September 28,
2009, Standard & Poor's Ratings Services assigned a 'C' issue-
level rating to Realogy Corp.'s proposed $475 million second-lien
term facility due January 2014 with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.


REALOGY CORP: Expects to Report $20MM Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
Realogy Corporation disclosed updates with respect to its expected
financial results for the quarter ending September 30, 2009.
Realogy expects:

     -- revenue for the third quarter 2009 in the range of
        approximately $1.14 billion to $1.17 billion;

     -- net loss for the third quarter 2009 in the range of
        approximately $20 million to $25 million; and

     -- EBITDA for the quarter in the range of approximately
        $165 million to $180 million after estimated expenses of
        $15 million to $20 million for restructuring and other
        items.

The Company anticipates that at September 30, 2009 (without giving
effect to any debt financing consummated on or prior to such
date), its borrowings under its $750 million revolving credit
facility, net of available cash, will be approximately
$250 million ($710 million drawn, net of an estimated $460 million
of available cash) and $14 million of outstanding letters of
credit drawn against the facility.

Based upon the Company's current financial forecast and additional
equity available from its sponsor through December 31, 2009, and
the Company's ability to repay senior secured borrowings with the
proceeds, if any, of additional second lien or other indebtedness,
the Company expects to remain in compliance with the senior
secured leverage ratio under its senior secured credit facility at
September 30, 2009.

On Thursday, Realogy said it has explored and continue to explore
various possible financing alternatives, including the potential
incurrence of new indebtedness or issuance of new equity, to
increase its long-term liquidity and financial flexibility, as
well as alternatives to reduce its outstanding indebtedness.  As
part of these efforts, Realogy launched a new loan syndication to
access up to $325 million of second lien incremental term loans
under its existing senior credit facility.  The Incremental Term
Loans were arranged and syndicated by J.P. Morgan Securities Inc.

Also on Thursday, Realogy said in the event it consummates the
Incremental Term Loans transaction -- or an alternate second lien
term loan transaction -- and subject to certain other customary
closing conditions, Icahn Partners, L.P. has agreed in a privately
negotiated transaction with the Company and an affiliate of Apollo
Management, L.P., to exchange approximately 70% of the
$311 million aggregate principal amount of Realogy's 11.00%/11.75%
Senior Toggle Notes due 2014 held by it and its affiliates for
$150 million of aggregate principal amount of new second lien term
loans issued under Realogy's Credit Facility in addition to and on
terms identical to the Incremental Term Loans issued in the
Incremental Term Loans transaction.  Additionally, concurrently
with the Exchange, Icahn Partners has agreed to (1) sell the
balance of the Senior Toggle Notes held by it and its affiliates
for cash to Apollo and (2) participate as a lender in the
Incremental Term Loans transaction.

Realogy also said it has recently been engaged in confidential
discussions with certain institutional holders of its 10.50%
Senior Notes due 2014, 11.00%/11.75% Senior Toggle Notes due 2014
and 12.375% Senior Subordinated Notes due 2015 regarding a
potential transaction involving an exchange of Existing Notes for
equity and new debt.  There can be no assurance that Realogy will
consummate any exchange transaction or otherwise reduce its
outstanding indebtedness.

On Friday, Realogy said the discussions have terminated.  During
the discussions, Apollo advised Realogy and the Institutional
Holders of Existing Notes that an affiliate of Apollo held
approximately $875 million in aggregate principal amount of the
Existing Notes as of September 25, 2009.

On Monday, Realogy closed on the incurrence of $515 million
aggregate principal amount of second lien incremental term loans,
which amount the Company expects to be increased to $650 million,
at 13.5% and priced at 100%, or par value, that mature in 2017.

Realogy currently expects that the IRS examination of Cendant's
taxable years 2003 through 2006 may be completed in the first half
of 2010.  While Realogy believes that the estimates and
assumptions supporting its tax accruals represent the best
estimates of the probable loss on certain positions, the outcome
of tax audits is inherently uncertain.  The tax audits and any
related litigation, including disputes or litigation on the
allocation of tax liabilities between parties under the Tax
Sharing Agreement relating to Cendant tax years 2003-2006 that was
entered into at the time Realogy separated from Cendant, could
result in tax and other liabilities for Realogy that are
materially in excess of those reflected in its historical
financial statements.  As a result, the pending audit or any
litigation, or any dispute under the Tax Sharing Agreement, could
have a material adverse effect on Realogy's financial condition,
results of operations and cash flows.

                        About Realogy Corp.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended December 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. had assets of $8,425,000,000 against debts of
$9,430,000,000, for a total stockholders' deficit of
$1,005,000,000 as of June 30, 2009.

As reported by the Troubled Company Reporter on September 28,
2009, Standard & Poor's Ratings Services assigned a 'C' issue-
level rating to Realogy Corp.'s proposed $475 million second-lien
term facility due January 2014 with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.


REALOGY CORPORATION: Moody's Puts 'Caa3' Rating on $475 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa3 to the proposed
$475 million second lien term loan of Realogy Corporation and
affirmed all other credit and liquidity ratings.  The rating
outlook remains negative.

Realogy announced that it expects to use the proceeds from a new
$325 million second lien term loan to repay a portion of
borrowings under its first lien revolving credit facility.  If the
$325 million second lien financing is consummated, subject to
certain customary closing conditions, Icahn Partners, L.P.  has
agreed to exchange approximately 70% of the $311 million aggregate
principal amount of Realogy's PIK toggle notes held by it and its
affiliates for $150 million of aggregate principal amount of new
second lien term loans (Exchange Transaction).  The aggregate
balance of second lien term loans to be issued pursuant to these
transactions is $475 million.

Additionally, concurrently with the Exchange Transaction, Icahn
Partners, L.P., has agreed to sell the balance of the PIK toggle
notes held by it and its affiliates for cash to Apollo Management,
L.P., Realogy's private equity sponsor.  Moody's views the
Exchange Transaction and the Apollo purchase as a distressed
exchange and will classify it as a limited default upon closing of
the transactions by appending a "/LD" to the Probability of
Default Rating.

"The proposed second lien term loan and Exchange Transaction, if
successful, would result in a slight improvement in credit metrics
and would increase revolver availability and near term covenant
headroom.  The Caa3 Corporate Family Rating continues to reflect
very weak credit metrics and the high probability of a default or
further balance sheet restructuring over the next 12 to 18 months"
stated Lenny Ajzenman, Senior Vice President.

The severe downturn in the residential real estate market has
continued to take a toll on Realogy's profitability.  During the
first half of 2009, revenues and Adjusted EBITDA declined
substantially.  At June 30, 2009, Adjusted Debt to EBITDA
(excluding the pro forma effect of cost restructuring initiatives)
exceeded 15 times.  Results of operations over the next year
should benefit from the realization of cost restructuring savings
and stable to growing home sale volumes.  However, year over year
declines in median home sale prices should continue to provide
significant headwind.

The SGL-4 rating anticipates a weak liquidity profile over the
next four quarters with negative free cash flow and significant
utilization of the revolver.  If the second lien term loan
offering is consummated, Moody's expect modest headroom under the
net secured leverage covenant at September 30, 2009.  It should be
noted that Apollo has committed to provide an equity infusion of
up to $150 million, to the extent necessary, to allow Realogy to
meet its net secured leverage ratio and cash flow needs through
December 31, 2009.  Moody's anticipates that Realogy may have
difficulty maintaining compliance with the net secured leverage
covenant in 2010 because of negative free cash flow generation.

Moody's assigned this rating:

* $475 million second lien term loan due 2014, Caa3 (LGD 4, 57%)

Moody's affirmed these ratings:

* $750 million senior secured revolving credit facility due 2013,
  Caa1 (to LGD 2, 22% from LGD 2, 23%)

* $3.1 billion senior secured term loan due 2013, Caa1 (to LGD 2,
  22% from LGD 2, 23%)

* $518 million senior secured synthetic letter of credit facility
  due 2013, Caa1 (to LGD 2, 22% from LGD 2, 23%)

* $1.7 billion senior unsecured cash pay notes due 2014, Ca (to
  LGD 5, 76% from LGD 5, 74%)

* $617 million (including PIK) senior unsecured toggle notes due
  2014, Ca (to LGD 5, 76% from LGD 5, 74%)

* $875 million senior subordinated notes due 2015, Ca (LGD 6, 94%
  from LGD 6, 93%)

* Corporate family rating, Caa3

* Probability of Default rating, Caa3

* Speculative grade liquidity, SGL-4

The last rating action on Realogy was on December 19, 2008, at
which time Moody's lowered the Corporate Family Rating of Realogy
to Caa3 from Caa2 following the withdrawal of its offer to
exchange new second lien term loans to holders of its senior
unsecured cash pay, unsecured toggle and subordinated notes at a
significant haircut.

Realogy Corporation is a leading global provider of real estate
and relocation services.  Reported revenues were about $4 billion
in the twelve months ended June 30, 2009.


REFCO INC: Court Enters Final Decree Closing 20 Units' Cases
------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued a final decree dated
September 18, 2009, closing the Chapter 11 cases of
20 reorganized debtor-affiliates of Refco Inc.:

Debtor                                     Case No.
------                                     --------
Bersec International LLC                   05-60009
Kroeck & Associates LLC                    05-60019
Lind-Waldock Securities LLC                06-11262
Marshall Metals, LLC                       05-60012
New Refco Group Ltd., LLC                  05-60014
Refco Administration, LLC                  05-60020
Refco Capital Holdings, LLC                05-60022
Refco Capital Management, LLC              05-60010
Refco Capital Trading LLC                  05-60026
Refco Finance Inc.                         05-60016
Refco Financial, LLC                       05-60013
Refco Fixed Assets Management LLC          05-60029
Refco Global Capital Management LLC        05-60010
Refco Global Finance, Ltd.                 05-60007
Refco Global Futures, LLC                  05-60024
Refco Global Holdings, LLC                 05-60028
Refco Information Services, LLC            05-60008
Refco Managed Futures LLC                  06-11261
Refco Mortgage Securities, LLC             05-60021
Summit Management, (Newco) LLC             05-60025

Judge Drain directed the Refco Plan Administrator to pay all
outstanding fees due on account of the Closing Debtors within two
weeks of receipt of the invoice for those fees issued by the
United States Trustee, pursuant to Section 1930(a)(6) of the
Judicial and Judiciary Procedures Code.  The Refco Plan
Administrator reserves all rights to contest any invoice relating
to the payments.

The Closing Debtors are not required to file and serve a closing
report at this time, as otherwise required by Rule 3022-1 of the
Local Bankruptcy Rules for the Southern District of New York, in
light of the Refco Plan Administrator's representation that a
consolidated closing report for all Debtors will be filed in the
lead Refco Inc. case at the appropriate time, the Court ruled.

Judge Drain clarified that the Court's Order will not be deemed to
substantively alter, diminish or expand any unresolved rights,
claims, causes of action, defenses or counterclaims made,
asserted, commenced or continued by or against any of the Closing
Debtors.

The Court held that certain causes of action that have not been
transferred by operation of law to the Litigation Trust, as
defined under the Plan, or to Refco, Inc., as successor-in-
interest to each of the Closing Debtors may be made, asserted,
commenced or continued in the lead case of Refco, Inc., as if the
Closing Debtors' cases had not been closed.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Plan Administrators Want Togut to File Fee Request
-------------------------------------------------------------
Pursuant to Section 704(a)(1) and 105(a) of the Bankruptcy Code
and Rules 1001 and 3009 of the Federal Rules of Bankruptcy
Procedure, the plan administrators of Reorganized Refco Inc. and
certain of its direct and indirect subsidiaries and Reorganized
Refco Capital Markets, Ltd., ask the Court to compel Albert Togut,
in his capacity as the Chapter 7 trustee of Refco LLC, to file a
fee application.

On behalf of the Plan Administrators, Sabin Willett, Esq., at
Bingham McCutchen LLP, in New York, relates that Refco, LLC's
four-year-old Chapter 11 case was "straightforward," with the
estate being composed mainly of cash proceeds of a sale agreed
when the Chapter 7 Trustee was appointed.  The Chapter 7 Trustee's
main task to distribute the funds to the applicable creditors.

According to Ms. Willett, a "gating event" to a meaningful
distribution from the Refco LLC estate was the resolution of
intercompany claims asserted against the Refco LLC estate.  In
early 2007, the Plan Administrators reached a compromise with the
Chapter 7 Trustee to settle the intercompany disputes, through
which (i) the so-called "Contributing Debtors" were granted an
allowed senior subordinated unsecured claim against the Refco LLC
Chapter 7 estate in the aggregate amount of $565 million, and (ii)
the Contributing Debtors and RCM a junior subordinated unsecured
claim against the Estate for $575 million.

Pursuant to the parties' Settlement, negotiations concerning the
Chapter 7 Trustee's fee commenced.  During that time, Mr. Togut
held more than $625 million in cash, which was significantly
beyond what the Plan Administrators believed was appropriate
reserves for Disputed Claims and Estate Expenses.

At the Plan Administrators' demand, the Chapter 7 Trustee made
substantial distributions, and disbursed (i) $67,112 to holders of
Allowed Customer Claims, (ii) $767,458 to holders of allowed
general unsecured claims, and (iii) $475 million to the
Contributing Debtors.  The Chapter 7 Trustee also made a further
distribution of $78.4 million in August 2007 and $73.42 million
December 2007.

No distributions were made in 2008, Ms. Willett told the Court.

In December 2007 and December 2008, Mr. Togut maintained these
reserves for his fees in the Debtor's Chapter 7 case:

        Year Ended              Reserve Maintained
     -----------------          ------------------
     December 31, 2007               $15 million
     December 31, 2008               $20 million

In April 2009, another $29 million was distributed by the Chapter
7 Trustee.  The Plan Administrators are not aware of other
distributions, other significant activity and other remaining
material dispute in the Refco LLC case, according to Ms. Willett.

Ms. Willett points out, however, that since June 2007, the
Contributing Debtors' distributions, totaling $655.86 million,
constituted almost the entire fund outflow other than the
compensation of professionals.  During that period, approximately
$7.3 million has been distributed to Refco LLC creditors other
than the Contributing Debtors, of which only $1.7 million has been
distributed since January 2008.

Refco LLC's operating report as of July 2009 reflected that the
Refco LLC estate held approximately $49.025 million.  As of August
31, 2009, approximately $1.5 million was held on account of fees
incurred by professionals through June 30, 2009, and only
$2 million is reserved for unasserted claims and contingencies.
The bulk is held for administrative claims yet to be asserted, Ms.
Willett specifies.

The Chapter 7 Trustee has not provided the Plan Administrators
with an updated reserve analysis, Ms. Willett tells the Court.
Based on current run-rates, the Plan Administrators would expect
that Reserve to be significantly lower.  Hence, Ms. Willett
maintains, the Chapter 7 Trustee's holding of more than $49
million in cash, of which $20 million has been reserved for the
Trustee's fee is "excessive."

The Chapter 7 Trustee's filing of a fee application will cause no
prejudice to the Trustee because all other material disputes have
been resolved, Ms. Willett contends.  "The time was ripe to set
the Trustee's fee over two years ago."

The Plan Administrators do not concede that any bonus or
percentage-based compensation is appropriate and reserve their
rights to review and object to any request when made.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Court Approves Fees of Ch. 7 Trustee's Professionals
---------------------------------------------------------------
The Bankruptcy Court approved the award of fees and reimbursement
of expenses of professionals that rendered services to Albert
Togut, as Chapter 7 Trustee overseeing the liquidation of Refco
LLC, for the fee period from November 1, 2008, to June 30, 2009:

Professional                          Fees         Expenses
------------                        --------       --------
Jenner & Block LLP                  $531,181        $19,137
Refco Trustee's Attorney

Bridge Associates LLC                292,352          7,796
Trustee's Financial Advisors

Togut, Segal & Segal LLP             194,204          2,299
General Bankruptcy Counsel

Neal, Gerber & Eisenberg LLP         126,711            595
Special Counsel

Henderson & Lyman                      1,400             36
Special Counsel

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REPUBLIC WINDOWS: Richard Gillman Released From Prison
------------------------------------------------------
Chicago Sun-Times reports that former Republic Windows and Doors
CEO Richard Gillman was released from prison on Friday with ankle
monitoring after his bond was reduced by $5 million from
$10 million.  According to Sun-Times, Mr. Gillman's alleged
involvement in the scheme to bankrupt the Republic Windows left
200 workers without jobs or severance.

Chicago, Illinois-based Republic Window and Doors --
http://www.republicwindows.com/-- manufactures custom-crafted
vinyl windows for new construction homebuilders, home improvement
dealers, and direct commercial accounts throughout the United
States.

As reported by the Troubled Company Reporter on Dec. 17, 2008,
Republic Windows and Doors said it filed for Chapter 7 liquidation
on Dec. 15, 2008, as a requirement of Bank of America in the
negotiated settlement with the United Electrical.


RESIDENTIAL CAPITAL: S&P Downgrades Issuer Rating to 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery and issue ratings on Residential Capital LLC's senior-
secured, second-lien notes.  S&P revised the recovery rating to
'6' from '3' and lowered the issue rating to 'CC' from 'CCC', two
notches below S&P's counterparty credit rating on Residential
Capital LLC (CCC/Developing/C).

After considering the claims of the GMAC senior secured facility,
S&P's analysis estimates that insufficient collateral would be
available for distribution to senior-secured (second-lien)
creditors or the junior-secured (third-lien) creditors.
Therefore, S&P is revising S&P's recovery rating to '6' from '3'
on the senior-secured (second-lien) note.  S&P is affirming the
'6' recovery rating and 'CC' issue ratings on the junior-secured
(third-lien) note and unsecured debt.  A '6' recovery ratings
indicates S&P's belief that lenders may expect a negligible
recovery (0%-10%) in the event of a default.

In the summer of 2008, as part of Residential Capital LLC's
broader restructuring and refinancing efforts, it obtained a
senior-secured revolving loan facility from parent GMAC Inc. The
facility, which S&P does not rate, had an initial amount of
$3.5 billion, but was reduced to $2.2 billion as of June 30, 2009.
The senior-secured notes are secured by a second-priority lien on
the assets securing the GMAC senior secured credit facility, and
the junior-secured notes are secured by a third-priority lien on
the same assets.

In S&P's view, the value of the collateral securing the new notes
is highly susceptible to market fluctuations.

Because the notes are secured by a lien on certain assets and
guaranteed by subsidiaries, and outstanding debt not tendered in
Residential Capital LLC's debt exchanges are unsecured, the
outstanding unsecured debt not exchanged is effectively
subordinated to the secured notes.  Unexchanged unsecured debt is
effectively subordinated to all claims on the assets of the
subsidiary guarantors because the subsidiaries no longer guarantee
such unexchanged debt.

S&P used a discrete asset value approach to derive a value that
would be available first to all senior-secured lenders, then to
the second-lien lenders, then to the third-lien lenders, and
finally to unsecured lenders upon Residential Capital LLC's
emergence after reorganization in a hypothetical bankruptcy
scenario.  In such a scenario, S&P believes the value to lenders
lies in the assets pledged to the GMAC senior-secured facility and
the senior-secured and junior-secured notes.  Therefore, any value
distribution in reorganization would be based on the collateral
value.

                           Ratings List

                     Residential Capital LLC

    Counterparty Credit Rating               CCC/Developing/C

                     Residential Capital LLC

      Ratings Revised                      To           From
      ---------------                      --           ----
      Senior Secured Second-Lien Notes     CC           CCC
       Recovery Rating                     6            3


REVLON INC: Amends Exchange Offer Terms; Moves Deadline to Oct. 7
-----------------------------------------------------------------
Revlon, Inc., has amended certain terms of its exchange offer of
Revlon Class A common stock for a newly-issued series of Revlon
preferred stock.

The material terms of the amended Exchange Offer are:

     -- Each share of Series A Preferred Stock to be issued in
        exchange for a share of Class A common stock will have a
        liquidation preference of $5.21, rather than $3.71, as
        previously proposed.

     -- Because the liquidation preference of the Series A
        Preferred Stock has been increased by $1.50 to $5.21,
        holders of the Series A Preferred Stock will no longer
        have the right to receive a special dividend of $1.50 if
        Revlon does not engage in a change of control transaction
        within two years of consummation of the Exchange Offer.

     -- Holders of Series A Preferred Stock will receive cash
        payments of approximately $7.87 per share (instead of
        $7.10 per share, as previously proposed) over the four
       -year term of the preferred stock, through the payment of
        the $5.21 per share liquidation preference at maturity
        (instead of $3.71 per share, as previously proposed) and
        12.75% annual dividends payable quarterly in cash, equal
        to approximately $0.17 per share quarterly (instead of
        dividends of approximately $0.12 per share quarterly and a
        $1.50 per share special dividend at the end of two years,
        as previously proposed). These per share calculations
        assume that Revlon does not engage in one of certain
        specified change of control transactions, which may lead
        to a higher payment.

     -- If Revlon engages in one of certain specified change of
        control transactions within three years of consummation of
        the Exchange Offer, holders of Series A Preferred Stock
        will have the right to receive a special dividend, capped
        at an amount that would provide aggregate cash payments of
        up to $12.00 per share (including the liquidation
        preference and any dividends paid or payable in respect of
        the Series A Preferred Stock).  As previously proposed,
        holders of Series A Preferred Stock were only entitled to
        such payment if Revlon engaged in one of certain specified
        change of control transactions within two years of
        consummation of the Exchange Offer, although holders of
        Series A Preferred Stock could have effectively extended
        this right for one year (and during such third year their
        right to receive such special dividend would have been
        capped at $12.50 per share) by converting their Series A
        Preferred Stock into Series B Preferred Stock and giving
        up the $1.50 special dividend to which they would have
        been entitled after two years.

     -- Series A Preferred Stock will no longer be convertible
        into Series B Preferred Stock because holders of Series A
        Preferred Stock will now have the opportunity to receive a
        special dividend if Revlon engages in one of certain
        specified change of control transactions within three
        years of consummation of the Exchange Offer.

     -- Upon consummation of the Exchange Offer, MacAndrews &
        Forbes will contribute to Revlon $5.21 of the aggregate
        outstanding principal amount of the Senior Subordinated
        Term Loan between MacAndrews & Forbes and Revlon Consumer
        Products Corporation, Revlon's wholly owned operating
        subsidiary, for each share of Class A Common Stock
        tendered for exchange in the Exchange Offer, and not
        withdrawn, up to a maximum contribution of approximately
        $105.43 million of the aggregate outstanding principal
        amount of the Senior Subordinated Term Loan. As previously
        proposed, MacAndrews & Forbes would have contributed to
        Revlon $3.71 of the aggregate principal amount of such
        loan, up to a maximum contribution of $75 million.

     -- The maturity date of that portion of the Senior
        Subordinated Term Loan that will be contributed by
        MacAndrews & Forbes to Revlon will be extended from
        August 1, 2010, to the fourth anniversary of consummation
        of the Exchange Offer, and the interest rate on the
        Contributed Loan will be changed from 11% to 12.75% per
        year, while the maturity date of the portion of the Senior
        Subordinated Term Loan that will remain owed to MacAndrews
        & Forbes will be extended from August 1, 2010, to the
        fifth anniversary of consummation of the Exchange Offer
        and the interest rate on the Non-Contributed Loan will be
        changed from 11% to 12% per year. As previously proposed,
        the maturity date of the entire Senior Subordinated Term
        Loan would have been extended from August 1, 2010, to the
        fourth anniversary of consummation of the Exchange Offer
        and the interest rate on the entire Senior Subordinated
        Term Loan would have been changed from 11% to 12.75% per
        year.

     -- The Minimum Condition has been amended such that
        consummation of the Exchange Offer is subject to the
        condition that at least 7,500,000 shares of Class A Common
        Stock not beneficially owned by MacAndrews & Forbes and
        its affiliates (representing approximately 37% of the
        Class A Common Stock not beneficially owned by MacAndrews
        & Forbes and its affiliates) be tendered and not withdrawn
        in the Exchange Offer.  The Minimum Condition originally
        provided that at least 10,117,669 shares of Class A Common
        Stock not beneficially owned by MacAndrews & Forbes and
        its affiliates (representing a majority of the Class A
        Common Stock not beneficially owned by MacAndrews & Forbes
        and its affiliates) be tendered and not withdrawn in the
        Exchange Offer.

The amended terms of the Exchange Offer have been authorized by
Revlon's Board of Directors, including all of the independent
members of Revlon's Board of Directors, and are reflected in a
revised settlement-in-principle with parties to certain Delaware
lawsuits filed against Revlon, its directors and MacAndrews &
Forbes in connection with an initial proposal by MacAndrews &
Forbes.

The Exchange Offer, as amended and extended, will expire at
11:59 p.m., New York City time, on October 7, 2009, unless the
Exchange Offer is extended or earlier terminated by Revlon.
Shareholders may withdraw shares of Class A Common Stock tendered
pursuant to the Exchange Offer at any time prior to the expiration
of the Exchange Offer, and, if not yet accepted for exchange, at
any time after October 5, 2009, which is forty business days from
the commencement of the Exchange Offer.

The Company has been advised that as of September 24 approximately
8,577,754 shares of Revlon Class A Common Stock had been tendered
in the Exchange Offer.

The revised terms and conditions of the Exchange Offer are set
forth in the Third Amended and Restated Offer to Exchange and its
annexes, which were filed today with the Securities and Exchange
Commission as an exhibit to an Amendment to Revlon's Tender Offer
Statement and Schedule 13E-3 Transaction Statement on Schedule TO,
and which will be mailed to Revlon's stockholders today.
Stockholders are encouraged to review the Third Amended and
Restated Offer to Exchange in its entirety.

The exchange agent for the Exchange Offer is American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York
10038, telephone: (877) 777-0800.  In addition, the tender offer
statement and related materials may be obtained for free by
calling D.F. King & Co., Inc., the information agent for the
exchange offer, toll-free at (800) 949-2583.  Banks and brokerage
firms please call D.F. King & Co., Inc. collect at: (212) 269-
5550.  Holders of Class A common stock may also contact their
brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Exchange Offer. In
addition, the tender offer statement and related materials may be
obtained for free by directing such requests to the Company's
Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York,
NY 10017, attention: Michael T. Sheehan (or via email to
michael.sheehan@revlon.com).

                           About Revlon

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2009, Revlon Inc. had $784,700,000 in total assets;
$300,900,000 in total current liabilities, $1,183,600,000 in long-
term liabilities, $107,000,000 in long-term debt of affiliates,
$222,900,000 in long-term pension and other post-retirement plan
liabilities, and $65,400,000 in other long-term liabilities;
resulting in $1,095,100,000 in stockholders' deficit.


RH DONNELLEY: Fine Tunes Plan & Disclosure Statement
----------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates submitted to
the U.S. Bankruptcy Court for the District of Delaware their
first amended Joint Chapter 11 Plan of Reorganization and
Disclosure Statement explaining the Plan on September 18, 2009.

R.H. Donnelley has arranged an Oct. 21 hearing for approval of a
revised disclosure statement.  The plan, which was arranged in
principle before the Chapter 11 filing with more than two-thirds
of secured creditors and a majority of unsecured bondholders, is
tentatively scheduled for a Jan. 12 confirmation hearing.

The Amended Disclosure Statement modifies the treatment and
classification of claims:

                                                Estimated
  Class      Description                      Allowed Amount
  -----      -----------                      --------------
  N/A        Administrative Expense Claims    Not estimated

  N/A        Priority Tax Claims              Not estimated

  1A to19A   Priority Non-tax Claims          $0

  1B to 19B  Other Secured Claims             $375,000

  1C to 19C  Convenience Claims               $1,000,000

  1D & 10D   RHD Lenders Guaranty Claims      $1,434,000,000
  through
  16D

  1E         RHDC Noteholders Claims          $3,211,000,000

  2D         DMI Noteholders Claims           $1,250,000,000

  3D         RHDI Lenders Claims              $1,434,000,000

  3E         RHDI Noteholders Claims            $413,000,000

  4D         DMW Lender Claims                $1,107,000,000

  4E         DMW Senior Notes Noteholder        $394,000,000
             Claims

  4F         DMW Senior Subordinated            $762,000,000
             Notes Noteholder Claims

  5D         DME Lenders Claims               $1,101,000,000

  6D & 7D    DMW Lenders Guaranty Claims      $1,107,000,000

  8D & 9D    DME Lenders Guaranty Claims      $1,101,000,000

  1F & 10E   RHDI Noteholders Guaranty          $413,000,000
  to 16E     Claims

  1G, 2E,    General Unsecured Claims            $19,500,000
  3F, 4G,
  5E to
  9E, 10F
  to 16F

  1H, 2F,    Intercompany Claims              $1,916,000,000
  3G, 4H,    Against Each Debtor Other Than
  5F to 9F,  RHD Service
  10G to 16G
  & 17E to
  19E

  20A        RHD Service Intercompany Claims    $175,000,000

  1I         RHDC Interests                    Not Estimated

The estimated recovery percentage with respect to Allowed General
Unsecured Claims against each Debtor is 100%.  The estimated
recovery percentage with respect to the Allowed General Unsecured
Claims against RHDC, DMI, RHDI and DMW is based upon the
assumption that:

  -- each Class of Impaired Claims against the applicable Debtor
     has accepted the Plan; and

  -- the aggregate dollar amount of Allowed General Unsecured
     Claims against RHDC will not exceed the Maximum Class 1G
     Payment, the aggregate dollar amount of Allowed General
     Unsecured Claims against DMI will not exceed the Maximum
     Class 2E Payment, the aggregate dollar amount of Allowed
     General Unsecured Claims against RHDI will not exceed the
     Maximum Class 3F Payment, and the aggregate dollar amount
     of Allowed General Unsecured Claims against DMW will not
     exceed the Maximum Class 4G Payment.

In the event that each Class of Impaired Claims against RHDC,
DMI, RHDI, and DMW, has accepted the Plan, then each Holder of an
allowed General Unsecured Claim in Classes 1G, 2E, 3F, and 4G,
including any General Unsecured Claim for damages relating to
executory contracts and unexpired leases rejected by RHDC, DMI,
RHDI, and DMW, and trade payables owed by each of RHDC, DMI,
RHDI, and DMW, will receive the following treatment at the option
of the Debtors:

   (i) on the Effective Date, payment in cash equal to 100% of
       the Allowed 1G, 2E, 3F, or 4G Unsecured Claim; provided
       that if the aggregate amount of Allowed General Unsecured
       Claims against any of RHDC, DMI, RHDI, and DMW, exceeds
       the Maximum Payment for that particular Class, then
       Holders of Allowed General Unsecured Claims against that
       particular Debtor will receive a pro rata share of the
       Maximum Payment for the Class payable in cash and thus
       may potentially receive a recovery of less than 100%,
       unless the Maximum Payment for that Class is increased;
       or

  (ii) the assumption or payment in full or in part of any
       Allowed 1G, 2E, 3F, or 4G Unsecured Claim as the Claim
       becomes due in the ordinary course of business; provided,
       however, that in the event that any Class of Impaired
       Claims against RHDC, DMI, RHDI, or DMW, as applicable,
       does not accept the Plan, then, on the Effective Date,
       each Holder of an Allowed General Unsecured Claim against
       the applicable Debtor, including Claims for damages
       relating to executory contracts and unexpired leases
       rejected by the Debtor and trade payables owed by the
       Debtor, will receive payment in cash equal to the value,
       as of the Effective Date, of the distribution to which
       the Holder of the Allowed General Unsecured Claim would
       have been entitled under the Plan had the General
       Unsecured Claim been classified with the Noteholders
       Claims against the applicable Debtor, as that value will
       be determined by the Court at or in connection with the
       Confirmation Hearing.

Each Holder of an Allowed General Unsecured Claim against any of
the Debtors other than RHDC, DMI, RHDI, DMW, including Claims for
damages relating to executory contracts and unexpired leases
rejected by the Debtor and trade payables owed by the Debtor,
will receive the following treatment at the option of the
Debtors:

  (i) on the Effective Date, payment in cash equal to 100% of
      the Allowed 5E through 9E, 10F through 16F, and 17D
      through 19D Unsecured Claim; or

(ii) the assumption or payment in full or in part of any the
      Allowed 5E through 9E, 10F through 16F, and 17D through
      19D Unsecured Claim as such Claim becomes due in the
      ordinary course of business.

If the aggregate dollar amount of Allowed General Unsecured
Claims against any of RHDC, DMI, RHDI, and DMW exceeds the Maximum
Payment for that particular Class, then Holders of Allowed
General Unsecured Claims against that particular Debtor will
receive a pro rata share of the Maximum Payment for the Class and
thus may potentially have a recovery percentage of less than
100%, unless the Maximum Payment for such Class is increased.

The Debtors' estimated recovery percentage with respect to the
Allowed General Unsecured Claims against RHDC, DMI, RHDI and DMW
as well as the Maximum Payments, are predicated upon, among other
things, the information contained in the Schedules of Assets &
Liabilities.  Pursuant to the bar date order entered by the Court
on September 11, 2009, all Persons must file proofs of claim
against the Debtors by no later than 4:00 PM (ET) on October 30,
2009.

If, based upon, among other things, a review and assessment of
General Unsecured Claims filed in accordance with the Bar Date
Order, the Debtors, in consultation with the Consenting
Noteholders, conclude that the aggregate amount of the filed
General Unsecured Claims, if Allowed, could materially exceed the
Maximum Payments referenced above and set forth in the Plan, then
the Debtors reserve the right, subject to the reasonable consent
of a Majority of Consenting Noteholders, to modify the Plan to
adjust the Maximum Class 1G Payment, the Maximum Class 2E
Payment, the Maximum Class 3F Payment, or the Maximum Class 4G
Payment as may be appropriate.

With respect to the allowance of Claims, under the terms of the
Noteholders Support Agreement, the Consenting Noteholders have
certain consent rights with respect to the Allowance of Claims
prior to the entry of the Confirmation Order.  For example,
pursuant to the Noteholders Support Agreement, the Debtors may
enter into agreements with Holders of Claims relating to the
allowance, estimation, validity, extent or priority of the
Claims, or the treatment and classification of the Claims under
the Plan; provided, however, that the Debtors will provide the
Consenting Noteholders with not less than five business days
prior written notice of any motion seeking authorization for the
Debtors to enter into such a proposed agreement, and upon the
expiration of the period, if the Consenting Noteholders have not
notified the Debtors of an objection to the proposed treatment of
the Claims, the Debtors will be authorized to proceed.

The Debtors will not be required to provide the Consenting
Noteholders with advanced notice or any objection period with
respect to payment of (i) any trade payables and employee
benefits and obligations which arise in the ordinary course of
the Debtors' business, (ii) Claims asserted in a liquidated
amount of $250,000 or less, and (iii) Claims which the Debtors
have been authorized to resolve or pay pursuant to any first day
orders.

                         Trade Debt

With regard to trade debt, as of the Petition Date, the Debtors
had accrued approximately $20 million in trade debt.  Only eight
of the 20 Debtors had outstanding trade debt on the Petition
Date.  Therefore, the outstanding prepetition trade debt,
primarily for goods like paper and services, constitutes a small
percentage of the Debtors' overall prepetition debt profile.  The
Debtors expect that a significant portion of the overall trade
debt will be payable to counterparties to executory contracts in
connection with the Debtors' assumption.

                       No. of Scheduled    Amount of Scheduled
  Name of Debtor       Trade Claims            Trade Debt
  --------------       -----------------   -------------------
  BDC                        121                $5,286,712
  Dex Media East, Inc.       645                 7,652,908
  Dex Media West, Inc.       608                 1,711,153

  DonTech II                  83                   309,914
  Partnership

  RHDC                        35                   375,562
  RHDI                       144                 2,619,643

  R.H. Donnelley             119                   391,566
  Publishing &
  Advertising of
  Illinois
  Partnership

  R.H. Donnelley             379                 1,838,935
  Publishing
  & Advertising, Inc.

                    Financial Projections

For purposes of determining whether the Plan meets the
feasibility requirement under Section 1129 of the Bankruptcy
Code, the Debtors and their financial advisors, Lazard Freres &
Co., have analyzed the Debtors' ability to meet their obligations
under the Plan.  As part of that analysis, the Debtors have
prepared consolidated projected financial results for each of the
years ending [December 31, 2009 through and including
December 31, 2014].

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/rhd_finlprojections.pdf

                   Liquidation Analysis

The First Amended Plan also includes a liquidation analysis that
was prepared by the Debtors with assistance from their financial
advisors, and represents the Debtors' best current estimate of
the cash proceeds, net of liquidation-related costs, that would
potentially be available for distribution to the Holders of
Claims and RHDC Interests if each of the Debtors were
hypothetically liquidated under Chapter 7 of the Bankruptcy Code.

The Liquidation Analysis assumes that the Debtors' Chapter 11
cases are converted into liquidation cases under Chapter 7 in a
"shut-the-door" liquidation that does not preserve the going
concern value of the Debtors' estates.  Unless otherwise stated,
(i) the asset values used in the Liquidation Analysis reflect the
unaudited book values of the Debtors' assets as of July 31, 2009,
and (ii) the Debtors' liabilities are based on the Debtors'
actual liabilities as of the Petition Date.

The Liquidation Analysis is premised on a number of estimates and
assumptions that, although developed and considered reasonable by
the Debtors and their financial advisors, are inherently subject
to significant business, economic and competitive uncertainties
and contingencies that are beyond the control of the Debtors and
their management.

As demonstrated by the Liquidation Analysis, the Debtors believe
that under the Plan, Holders of Impaired Claims against and
Impaired Interests in each Debtor will receive property with a
value equal to or in excess of the value those Holders would
receive in a hypothetical liquidation of the Debtors under
Chapter 7 of the Bankruptcy Code.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/rhd_liquidanalysis.pdf

                   Valuation Analysis

The First Amended Plan also includes a valuation analysis.

The Debtors' consolidated enterprise value is comprised of:

  (a) the estimated value of the Reorganized Debtors' operations
      on a going concern basis; and

  (b) the estimated value of tax attributes, including net
      operating losses, amortizable tax basis, and original
      issue discount, as of an assumed Effective Date of
      December 31, 2009, with which the Debtors are expected to
      emerge from bankruptcy.

Lazard has preliminarily estimated the hypothetical range of
Enterprise Value to be between $4.235 billion and $5.350 billion.
The estimated hypothetical range of Enterprise Value includes
approximately $500 million to $560 million of value associated
with Reorganized RHDC tax attributes as of an assumed Effective
Date of December 31, 2009.  Assuming the projected debt and cash
balances as of an assumed Effective Date of December 31, 2009,
this implies a range of consolidated Equity Value of the
Reorganized Debtors between $920 million and $2.035 billion.

Based on the implied range of Equity Value for the Reorganized
Debtors and allocation of the New RHDC Common Stock among the
Noteholders as reflected in the Plan, Lazard has preliminarily
estimated the hypothetical range of the value of the New RHDC
Common Stock to be distributed to the Noteholders is as follows:

  -- between $193 million and $427 million for Holders of RHDC
     Notes;

  -- between $214 million and $474 million for Holders of DMI
     Notes;

  -- between $237 million and $525 million for Holders of RHDI
     11.75% Senior Notes;

  -- between $120 million and $265 million for Holders of DMW
     Senior Notes; and

  -- between $155 million and $344 million for Holders of DMW
     Senior Subordinated Notes.

The preliminary estimates, however, do not give effect to the
potentially dilutive effect of any Management Incentive Plan.

In estimating the hypothetical range of Enterprise Value of the
Reorganized Debtors, Lazard, among others, reviewed historical
financial information of the Debtors for recent years and interim
periods and internal financial and operating data of the Debtors,
including the Financial Projections included in the First Amended
Plan.

Consistent with the terms of the Plan Support Agreements, the
Debtors currently anticipate emerging from bankruptcy protection
after January 1, 2010 but no later than January 31, 2010.  Lazard
has advised the Debtors that the use of an assumed Effective Date
that occurs after December 31, 2009 but no later than January 31,
2010 would not result in any material modifications to the
hypothetical range of the Enterprise Value and the hypothetical
range of the consolidated Equity Value of the Reorganized Debtors
that are set forth in the Disclosure Statement explaining the
First Amended Plan.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/RHDAmPlan.pdf

A blacklined version of the First Amended Plan is available for
free at http://bankrupt.com/misc/RHDAmPlanBlk.pdf

A full-text copy of the First Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/RHDAmDS.pdf

A blacklined version of the First Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/RHDAmDSBlk.pdf

The hearing to consider confirmation of the Plan is scheduled for
January 12, 2010.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Mercer (US) Engagement Effective August 1
-------------------------------------------------------
The Bankruptcy Court has amended the order authorizing R.H.
Donnelley Corp. and its affiliates to employ Mercer (US), Inc., as
compensation consultant to specify that the engagement is
effective nunc pro tunc to August 1, 2009, instead of June 1,
2009.

A full-text copy of the Amended Order is available for free at
http://bankrupt.com/misc/RHDMercerAmORD.pdf

In light of the complexity of their Chapter 11 cases and the
nature of the Debtors' industry, the Debtors submit that they
require expert consultation regarding certain compensation
programs.

As a leading compensation and benefits consulting firm, Mercer is
particularly well suited to serve as their compensation
consultant in these Chapter 11 cases, the Debtors assert.  Mercer
routinely advises large corporate clients on compensation and
benefits and has considerable experience providing the services
to businesses in a Chapter 11 environment.

Mercer is providing consulting services intended to provide the
Debtors with market competitive, motivational compensation
programs in connection with the Debtors' management equity
incentive plan.  In particular, Mercer is analyzing proposed
management compensation arrangements and assist and advise the
Debtors, under the leadership of the Debtors' compensation
committee, in developing a management compensation program that
aligns the interests of the Debtors, their key employees, and
their creditors.

The Debtors will pay Mercer based on these hourly rates:

    Analyst                            $225
    Associate                  $250 to $300
    Senior Associate           $350 to $450
    Principal                  $500 to $700
    Principal (Specialist)     $700 to $800

John Dempsey, a principal of Mercer, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


SEASONS PARTNERS: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Seasons Partners, LLC
        an Arizona limited liability company
        1790 E. River Rd., Suite 300
        Tucson, AZ 85718

Case No.: 09-24017

Chapter 11 Petition Date: September 25, 2009

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

Judge: Chief Judge James M. Marlar

Debtor's Counsel: Nancy J. March, Esq.
            Deconcini Mcdonald Yetwin & Lacy, P.C.
            2525 E. Broadway Blvd., #200
            Tucson, AZ 85716
            Tel: (520) 322-5000
            Fax: (520) 322-5585
            Email: nmarch@dmyl.com

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

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

The petition was signed by John J. Fina.

Debtor's List of 16 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Reliant Protective Services    Trade Debt             $61,727

Aztec Flooring                 Trade Debt             $37,672

One Call Cleaning              Trade Debt             $18,995

Vicky's Cleaning Service       Trade Debt             $14,075
c/o The Reyna Law Firm, PC

Redi Carpet Sales of Arizona   Trade Debt             $8,893

Kone Elevator                  Trade Debt             $7,519
c/o David Lippman

Low Price Steam                Trade Debt             $3,827

Cox Media                      Trade Debt             $2,492

Climatec Building Technologies Trade Debt             $2,347

Southwest Elevator Company     Trade Debt             $2,327

VSS Security Services          Trade Debt             $2,036

Shane Land Surveying, Inc.     Trade Debt             $1,500

Law Offices of Sipe and Landon Trade Debt             $1,180

D & S Gatekeeper               Trade Debt             $701

Apartments 24-7.com            Trade Debt             $456

Priority One Cleaning          Trade Debt             $440


SELAH INVESTMENT: Five Midas Franchise Locations in Tucson Closed
-----------------------------------------------------------------
Inside Tucson Business reports that five of the seven Midas
franchise locations in Tucson have closed after Selah Investment
Group Inc. filed for Chapter 11 bankruptcy protection.

Inside Tucson relates that these locations were closed include
those at:

     -- 4646 E. Speedway,
     -- 3302 N. Oracle Road,
     -- 3616 S. Sixth Avenue,
     -- 7220 E. 22nd Street, and
     -- 1220 S. Calle de Las Casitas, Green Valley.

Court documents say that Selah Investment has estimated $50,000 or
less in assets and $50,000 or less in liabilities owed to 142
creditors.

Selah Investment Group Inc. owns seven Midas franchises in Tucson
and Green Valley.  It is owned by Ron Tacker.  The Company filed
for Chapter 11 reorganization in a bid to keep its franchise
designation.


SELECT MEDICAL: Moody's Assigns 'Ba2' Rating on New Tranche
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook of Select
Medical to positive from negative and upgraded the company's
Speculative Grade Liquidity Rating to SGL-2 from SGL-4.  Moody's
also assigned a Ba2 (LGD2, 17%) rating to Select Medical's new
tranche of term loan due 2014.  Concurrently, Moody's affirmed the
company's B2 Corporate Family and Probability of Default Ratings.

The change in the rating outlook reflects the improvement in
credit metrics and enhanced financial flexibility resulting from
the expected reduction of debt with the proceeds of the company's
equity offering and the extension of the maturity of a portion of
its capital structure.  The change also incorporates Moody's
expectation that the company will continue to see improvements in
operating results as recently completed expansion projects begin
to steadily contribute to the company's earnings and cash flow.
Additionally, the company is expected to benefit from lower
interest costs in conjunction with the debt reduction.

The upgrade of the Speculative Grade Liquidity Rating anticipates
a stronger liquidity position over the next four quarters.  Cash
flow generation should benefit from the recently completed capital
projects, the reduced need for capital spending, and reduced
interest cost.  The change also reflects Moody's expectation of
increased covenant headroom as a result of both the debt repayment
and improvements in operating results.

The B2 Corporate Family Rating continues to reflect the
considerable financial leverage of the company even after the
repayment of debt with IPO proceeds.  The rating also reflects the
expectation that recent growth in earnings will begin to slow,
especially since expansion of the long-term acute care segment of
the business is currently limited by regulatory requirements and
was subject to a negative price adjustment in the second half of
this calendar year.  However, Medicare reimbursement is expected
to increase effective October 1, 2009, and Select Medical's
outpatient rehabilitation business provides a level of
diversification that decreases its reliance on Medicare
reimbursement.

Moody's rating actions are summarized below.

Ratings assigned:

Select Medical Corporation:

* Senior secured term loan tranche B-1 due 2014, Ba2 (LGD2, 17%)

Ratings upgraded:

Select Medical Holdings Corporation:

* Speculative Grade Liquidity Rating, to SGL-2 from SGL-4

Ratings affirmed/LGD assessments revised:

* Select Medical Holdings Corporation:

* Senior floating rate notes due 2015, to Caa1 (LGD6, 90%) from
  Caa1 (LGD6, 91%)

* Corporate Family Rating, B2

* Probability of Default Rating, B2

Select Medical Corporation:

* Senior secured term loan due 2012, to Ba2 (LGD2, 17%) from Ba2
  (LGD2, 20%)

* 7.625% Senior subordinated notes due 2015, to B3 (LGD4, 66%)
  from B3 (LGD4, 69%)

The rating outlook was changed to positive from negative.

Moody's last rating action was on February 2, 2009, when Select
Medical's rating outlook was changed to negative from stable and
the ratings of the company were affirmed.

Headquartered in Mechanicsburg, PA, Select Medical provides long-
term acute care hospital services and inpatient acute
rehabilitative care through its specialty hospital segment.  The
company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment.  For the twelve months ended June 30, 2009, the company
recognized net revenues of approximately $2.2 billion.


SEMGROUP ENERGY: Billings Steps Down from Board of Directors
------------------------------------------------------------
SemGroup Energy Partners, L.P., said Brian Billings will resign as
a member of the Board of Directors of SemGroup Energy Partners
G.P., L.L.C., the general partner of SGLP, effective at the end of
his existing term on September 30, 2009.  Mr. Billings has served
as a member of the Audit and Compensation Committees of the Board
and as Chairman of the Conflicts Committee of the Board.

Kevin Foxx, President and Chief Executive Officer of SGLP's
general partner, stated, "We are extremely grateful for Brian's
dedication to SGLP.  He joined our Board shortly after our initial
public offering and his wisdom and experience on the Board have
been invaluable as we have faced various challenges and
opportunities since that time.  We wish Brian the best in his
future endeavors."

                About SemGroup Energy Partners LP

SemGroup Energy Partners, L.P. (Pink Sheets: SGLP.PK) is a
publicly traded master limited partnership with operations in 23
states.  It provides integrated terminalling, storage, processing,
gathering and transportation services for companies engaged in the
production, distribution and marketing of crude oil and liquid
asphalt cement.  It manages its operations through three operating
segments: (i) crude oil terminalling and storage services, (ii)
crude oil gathering and transportation services and (iii) asphalt
services.  It was formed in February 2007 as a Delaware master
limited partnership initially to own, operate and develop a
diversified portfolio of complementary midstream energy assets.

As of June 30, 2009, SGLP had total assets of $314.5 million; and
total current liabilities of $28.4 million, long-term debt of
$417.8 million, and long-term capital lease obligations of
$11 million; resulting in Partners' deficit of $131.7 million.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq., and
Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R.
Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq.,
at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and
Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P. Services
LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Cash Collateral Use Extended Until November 30
-----------------------------------------------------------
Judge Brendan Linehan Shannon, on an interim basis, authorized
SemGroup LP and its affiliates to continue to use their cash
collateral after finding that the Debtors' continued use of the
cash collateral is necessary to ensure that the Debtors have
sufficient working capital and liquidity to preserve and maintain
the value of the Debtors' estates.

SemCrude, LP, its parent, SemGroup, L.P., and its debtor
affiliates sought and obtained permission from Judge Brendan
Linehan Shannon to amend the DIP Credit Agreement among SemCrude,
SemGroup, SemOperating G.P., L.L.C., and Bank of America, N.A., as
administrative agent, and letter of credit issuer and lender, to,
among other things, extend to November 30, 2009, the DIP
Facility's maturity date.

In connection with their request to extend the maturity date of
their DIP Credit Agreement, SemGroup LP and its affiliates also
sought the Court's authority to continue to use all cash
collateral and prepetition collateral, as well as the cash
collateral in which the producers assert an interest, securing
their prepetition indebtedness, until the DIP Facility Maturity
Date.

Pursuant to the DIP Second Extension Amendment, the Debtors will
use the Cash Collateral according to an agreed budget for 17
weeks from September 4 to December 18, 2009.  A full-text copy of
the 17 Week Budget is available for free at:

   http://bankrupt.com/misc/semgroup_cashcoll17-weekbudget.pdf

The Agreed Budget will also include the potential payment of
$20,100,000 by Debtor SemGas, L.P., and its direct and indirect
subsidiaries, on account of its indirect share of the Wyckoff Gas
Storage Company, LLC $50,000,000 promissory note in favor of
Kaiser-WGSP for amounts required to be funded in connection with
the construction of the Wyckoff Gas storage facility.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Should Address Objections by Oct. 26 Plan Hearing
--------------------------------------------------------------
SemGroup, LP, said on September 24, 2009, said it has won
approval from Judge Brendan Linehan Shannon of the U.S.
Bankruptcy Court for the District of Delaware of the adequacy of
the Fourth Amended Disclosure Statement for SemGroup and its
debtor affiliates' Plan of Reorganization, keeping the Debtors on
schedule to emerge from Chapter 11 in November 2009 as planned.

Despite approval of the Disclosure Statement, Judge Shannon urged
the Debtors to resolve the objections with respect to their
reorganization Plan, Reuters reported on September 25, 2009.
Reuters quoted Judge Shannon as saying that the Debtors'
professionals should be aware of the risks of failing to settle
the objections in time for the October 26 Confirmation Hearing.

Moreover, the report said Judge Shannon kept in mind the
objections of certain parties who complained of the lack of time
to review the Fourth Amended Disclosure Statement.  Judge Shannon
said he shared the frustrations of the parties given the speed
with which things are moving in the Debtors' Chapter 11 cases,
Reuters disclosed.  Thus, the Court would consider the objections
at the October 26 Confirmation Hearing, Reuters said.

In accordance with the Court's ruling during the September 24
Supplemental Disclosure Statement Hearing, the Debtors submitted
a revised proposed order, a blacklined copy of which is available
for free at http://bankrupt.com/misc/sgreviseddsord.pdf

The Revised Proposed Order, among others, schedules the Plan
Confirmation Hearing for October 26, 2009.  The Revised Proposed
Order provides that the Special Election Notice to Holders of
Other Twenty-Day Claims is approved for purposes of soliciting
elections to agree to or reject the Other Twenty-Day Claims
Settlement from holders of the Other Twenty-Day Claims for the
treatment provided for under the Fourth Amended Plan.

The Revised Proposed Order, according to the Debtors, has been
approved by counsel for Bank of America, N.A., as agent for the
prepetition and postpetition lenders, counsel for the Official
Committee of Unsecured Creditors, and counsel for the Official
Producers' Committee.

           4th Amended Plan & Disclosure Statement

The Fourth Amended Plan and Disclosure Statement explaining that
Plan were filed with the Court on September 22, 2009, to reflect
a settlement with the Official Producers Committee.  The Debtors
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,
SemGroup's president and chief executive officer.  "We look
forward to presenting our plan for confirmation and successfully
concluding the Chapter 11 restructuring."

Under the Fourth Amended Plan, the Debtors expect their total
available distributable value as of the effective date to be
$2.446 billion, consisting of:

  * $1.111 billion in Cash,

  * $300 million in Second Lien Term Loan Interests, and

  * $1.035 billion in New Common Stock and Warrants.

The $1.111 billion in Cash consists of (i) $653 million of Cash
generated during the Debtors' Chapter 11 cases from the
operations of the Debtors, which includes $122.1 million in
Restricted Cash, (ii) $164 million of Cash of the Canadian
subsidiaries of SemGroup to be distributed pursuant to the
Canadian Plans or a bankruptcy, receivership or other proceeding
of SemCanada Energy, Company, A.E. Sharp Ltd., and CEG Energy
Options, Inc., (iii) $157 million in Cash from sales of assets by
the SemGroup Companies, and (iv) $80 million of Cash expected to
be received from the Canadian subsidiaries of SemGroup for crude
settlements occurring after the Effective Date.  In addition, the
Debtors and Prepetition Lenders will contribute certain Causes of
Action to the Litigation Trust.  The Debtors will distribute
interests in the Litigation Trust to the holders of certain
Allowed Claims.  The Debtors have not placed a value on the
Litigation Trust.

The Fourth Amended Plan assumes that the Debtors' Cash on the
Effective Date will include Restricted Cash received by the
Debtors from J. Aron & Company, BP Oil Supply Company, and
ConocoPhillips Company related to their Undisputed Production
Receivables.  The restriction on the Cash received from J. Aron,
BP and ConocoPhillips can be lifted by a subsequent order of the
Bankruptcy Court.  The Debtors previously filed a motion seeking
an order in connection with the confirmation of the Plan.

The Debtors will retain $72 million of the estimated
$1.111 billion in Cash on the Effective Date for working capital
and general corporate purposes and will distribute the remaining
Cash, Second Lien Term Loan Interests, New Common Stock, Warrants
and interests in the Litigation Trust to holders of Allowed
Claims.  The Debtors also expect to draw down $547 million under
the Exit Facility on the Effective Date to pay amounts outstanding
under the DIP Financing Agreement and the fees for the Exit
Facility.

                    Producers' Settlement

Judge Gross conducted a judicial mediation on September 13, 2009,
between the parties.  On September 14, 2009, after lengthy
negotiations spanning several hours, the Debtors, Bank of
America, N.A., as administrative agent for a consortium of
lenders, the Lender Steering Committee, the OPC and the certain
Producer Plaintiffs agreed to a resolution of their outstanding
disputes that would allow for a consensual plan of
reorganization.  The Producers' Settlement, which also has the
support of the Creditors' Committee, provides for payments under
the Plan and the resolution of certain ongoing litigation.

On the Effective Date, Cash in the total amount of $172.5 million
will be distributed to the Producer Representative who will be
responsible for making distributions to Producers in accordance
with the Plan.  The Producers will not be entitled to any further
payment from the Debtors, BofA, or the Prepetition Lenders on
account of their Claims other than the distributions payable to
the holders of Unsecured First Purchaser Producer Claims as
holders of General Unsecured Claims.

A. First Purchaser Producer 20-Day Claims

On the Effective Date, the Producer Representative will make
distributions to holders of Allowed First Purchaser Producer
Twenty-Day Claims.  Each holder of a First Purchaser Producer
Twenty-Day Claim will be deemed, as of the Effective Date, to
have an Allowed First Purchaser Producer Twenty-Day Claim equal
to the amount listed on a schedule available for free at:

http://bankrupt.com/misc/semgroup_firstproducer20dayclaims.pdf

Each holder will also be deemed to have an additional amount, if
any, agreed to by the OPC or the Producer Representative or
Allowed by Final Order.  Pursuant to the September 15 Order, only
holders of First Purchaser Producer Twenty-Day Claims, which
timely filed objections to the Notice may seek allowance of its
Claim in an amount different than listed on Schedule, which
disputes will b resolved pursuant to the September 15 Order by
the Producer Representative.

The sum of (i) the payments of 100% of the aggregate amount of
the First Purchaser Producer Twenty-Day Claims against Debtors
other than Eaglwing set forth on the Fourth Amended Schedules of
Assets and Liabilities plus (ii) the payments of 65% of the
aggregate amount of the First Purchaser Producer Twenty-Day
Claims against Eaglwing, L.P., set forth on the Amended Schedules
will not exceed $125.5 million.

B. Secured First Purchaser Producer Claims

After the Effective Date, the Producer Representative will pay
each holder of an Allowed Secured First Purchaser Producer Claim,
its Pro Rata Share of Cash in an amount equal to $47 million less
the sum of (i) the aggregate amount of Cash paid or to be paid in
respect of Allowed First Purchaser Producer Twenty-Day Claims
against Eaglwing in excess of 65% of the aggregate amount of the
First Purchaser Producer Twenty-Day Claims against Eaglwing are
paid in full, (ii) the amount of Cash paid or to be paid to
professionals of the Plan, (iii) the fees and expenses incurred
by the Producer Representative and its professionals paid or to
be paid and (iv) the amount of Cash, if any, paid or to be paid
to the holders of Allowed First Purchaser Producer Twenty-Day
Claims exceeding $125.5 million, exclusive of Cash distributed
pursuant to the Plan.  No portion of any Secured First Purchaser
Producer Claim will be an Unsecured Claim against the Debtors for
any purpose under the Plan.  No portion of any unpaid Secured
First Purchaser Producer Claim is released under the Plan solely
for the purposes of any Downstream Claims against Downstream
Purchasers, which Downstream Claims Producers will be free to
assert in courts.

Subject to allowance by the OPC or by the Producer
Representative, the Producer Representative will reimburse the
Producers named as plaintiffs in the Producer State-Specific
Adversary Proceedings for the Active States in Cash for payment
of fees and expenses incurred.  In addition, the Producer
Representative will pay any professional fees and expenses of the
OPC to the extent that the fees and expenses exceed the cap
contained in the Plan.  All amounts payable pursuant to the Plan
will be payable solely from the $172.5 million distributed to the
Producer Representative pursuant to the Plan.

A schedule of the Secured First Purchaser Producer Claims is
available for free at:

http://bankrupt.com/misc/semgroup_secured1stproducerclaims.pdf

No portion of any Secured First Purchaser Producer Claim will be
an Unsecured Claim for any purpose under the Plan.  Each
Unsecured First Purchaser Producer Claim will vote as a General
Unsecured Claim under the Plan and will be treated as holder of a
General Unsecured Claim under the Plan known as Producer
Deficiency Claims.

The Debtors, BofA, the Lender Steering Committee, the OPC and the
Producer Plaintiffs have agreed to take and have already taken
certain actions with respect to declaratoy judgment actions filed
in the Bankruptcy Court by certain producers to adjudicate the
threshold questions of law related to lien or trust statutes
alleged to be applicable in the active states, Colorado,
Missouri, and North Dakota, as well as any action filed by a
Producer against any Prepetition Lenders or their affiliates,
including Merrill Lynch and Co. or any of its affiliates arising
under transactions conducted with any Debtor.

Specifically:

  (a) The Debtors, BofA, and the Producer Plaintiffs to the
      Producer State-Specific Adversary Proceedings jointly
      submitted a request on September 16, 2009 to the United
      States Court of Appeals for the Third Circuit to adjourn
      the oral argument on the Third Circuit Appeals to a date
      after the anticipated Effective Date, which request was
      granted on September 17, 2009.  To the extent the Third
      Circuit Appeals are not remanded pursuant to the Amended
      Plan, the Debtors, BofA and the Producer Plaintiffs will,
      no later than the Effective Date, withdraw the Third
      Circuit Appeals against, but only against, the Debtors,
      BofA and the Prepetition Lenders.

  (b) With the exception of (i) any Bankruptcy Court proceedings
      with respect to the Bankruptcy Court decision on global
      legal objections to Twenty-Day Claims argued on
      September 9, 2009, and (ii) any Bankruptcy Court
      proceedings with respect to Other Twenty-Day Claims, all
      Producer-related litigation commenced in the Bankruptcy
      Court or to which the Debtors or BofA is a party will be
      abated as to all parties until November 11, 2009.  Any
      applicable Producer Plaintiff will dismiss the Debtors and
      BofA from all those proceedings on the Effective Date upon
      the payment by the Debtors to the Producer Representative.

  (c) If the Amended Plan is confirmed and the Producer
      Plaintiffs submit an application to the Third Circuit
      requesting that it remand to the Bankruptcy Court and an
      application to the Bankruptcy Court requesting that the
      Bankruptcy Court vacate the Producer Decisions, then
      neither BofA nor the Debtors will oppose any applications.

C. Twenty-Day Claims

Moreover, the Debtors, BofA, the Lender Steering Committee, the
OPC, and the Producer Plaintiffs have agreed that:

  * The Producers' Settlement resolves the global legal
    objections with respect to the First Purchaser Twenty-Day
    Claims.  The Producers' Settlement will have no effect on
    any legal objections with respect to the Other Twenty-Day
    Claims.

  * The Debtors, BofA and the Lender Steering Committee will (i)
    abate their fact-based objections to First Purchaser
    Producer Twenty-Day Claims until November 11, 2009, and (ii)
    withdraw any fact-based objections to the First Purchaser
    Producer Twenty-Day Claims on the Effective Date.

After the Effective Date, the Producer Representative will be
permitted to pursue the disputes against any First Purchaser
Producer regarding certain Twenty-Day Claims that were set forth
in the Notice in accordance with the Producer claims resolution
process; provided that the expenses incurred by the Producer
Representative in connection with pursuing those disputes will be
paid out of the $47 million referred to in the Amended Plan.

Operators receiving payments under the Plan will be responsible
for disbursing payment to Owners entitled to payment.  The
Debtors will provide data in their possession related to certain
Owners to the Producer Representative, on which the Operators can
rely in making distributions pursuant to the Plan.

                   Other Twenty-Day Claims

The holders of the Other Twenty-Day Claims are not party to the
Producers' Settlement.  The Debtors will seek agreement of the
holders of the Other Twenty-Day Claims to the Other Twenty-Day
Claims Settlement.

Each holder of an Other Twenty-Day Claim that elects to
participate in the Other Twenty-Day Claims Settlement will be
deemed to have an Allowed Claim equal to 66% of the aggregate of
that holder's Other Twenty-Day Claims as scheduled on the Amended
Schedules and will receive on account of its Claims against the
Debtors on the Effective Date equal to 66% of the aggregate
amount of that holder's Other Twenty-Day Claims set forth on the
Amended Schedules and the Debtors will not pursue any objections
to the Other Twenty-Day Claims of the Settling Party.

On the Effective Date, the Debtors will reserve in Cash an amount
equal to the Other Twenty-Day Claims of each Non-Settling Party
and hold that reserve until the status of that Claim has been
allowed by agreement of BofA and the holder of that Other Twenty-
Day Claim or final order.  Each of the Debtors, BofA and the
Creditors' Committee will be free to pursue any objections with
respect to Other Twenty-Day Claims of Non-Settling Parties.

Each holder of an Other Twenty-Day Claim will receive an Election
Notice, which will contain information regarding the Other
Twenty-Day Claims Settlement, concurrently with the Debtors'
solicitation of votes to accept the Plan.  In order to elect not
to accept the Other Twenty-Day Claims Settlement, a holder must
complete its election notice and return it to the balloting agent
by the specified deadline.  If an election notice is not timely
received by the voting agent, that holder will be deemed to have
elected to accept the Other Twenty-Day Claims Settlement, to have
agreed to receive treatment for that Claim that is different from
that set forth in Section 503(b)(9).

Each Creditor that elects to participate in the Other Twenty-Day
Claims Settlement forever discharges the Debtors, BofA and the
Prepetition Lenders from any and all liability they have or may
have arising out of relating to the Creditor's Other Twenty-Day
Claim.  The Creditor agrees to withdraw any filings regarding
Other Twenty-Day Claim.

The occurrence of the Effective Date and substantial consummation
of the Plan are subject to certain conditions, including:

  -- The sum of (i) the total payments with respect to the
     First Purchaser Producer Twenty-Day Claims plus (ii) the
     total payments with respect to the Secured First Purchaser
     Producer Claims will not exceed $172.5 million in the
     aggregate.  Similarly, the sum of (i) the total payments
     with respect to the Other Twenty-Day Claims paid by the
     Debtors to the Settling Parties under the Other Twenty-Day
     Claims Settlement, plus (ii) the total reserve funded by
     The Debtors with respect to Other Twenty-Day Claims held by
     Non-Settling Parties will not exceed $154 million in the
     aggregate.  The sum of (i) the amount of the total payments
     plus the amount of the total payments of the Amended Plan
     plus the payment with respect to Alon USA LP's
     $10.5 million twenty-day claim will not exceed $337 million
     in the aggregate.

  -- All Producer-related litigation commenced in the Bankruptcy
     Court and to which the Debtors or BofA are currently
     parties will have been withdrawn as to the Debtors, BofA,
     and the Prepetition Lenders as of the Effective Date.

  -- The Bankruptcy Court will have entered an order authorizing
     the release from escrow of the Restricted Cash for use to
     fund the Plan.

If the Plan is revoked or withdrawn prior to the Confirmation
Date, or if the Plan does not become effective for any reason,
the Amended Plan will be deemed null and void.

                    Management of Reorganized Debtors

The initial Board of New Holdco, as new parent company of the
Reorganized Debtors, will consist of seven members namely:

  * John Chlebowksi, Chairman
  * Norm Szydlawski, Chief Executive Officer
  * Ronald Ballschmiede
  * Sarah Barpoulis
  * Stanley Horton
  * Karl Kurz
  * Thomas McDaniel

Phil Reedy will serve as chief financial officer of New Holdco.

In September 2009, Thomas Kivisto appointed two new designees to
serve on the Management Committee of SemGroup Energy Partners,
L.P. -- Warren F. Kruger and Gary Adams.

                  Benefit Plans and Insurance

The Compensation and Benefit Plans will be deemed to be assumed
under the Amended Plan.  The Debtors' obligations under the
Compensation and Benefit Plans will be deemed pursuant to Section
365(a) of the Bankruptcy Code will survive confirmation of the
Amended Plan, and will not be discharged pursuant to Section
1141.  Any default existing under the Compensation and Benefit
Plans will be cured promptly after it becomes known to the
Debtors.

All of the Debtors' insurance policies and related documents will
be deemed assumed pursuant to the Amended Plan, as of the
Effective Date.

                           CCAA Plans

On September 29, 2009, SemCAMS ULC, SemCanada Nova Scotia,
SemCanada Energy, A.E. Sharp, and CEG Energy will be seeking an
order from the Court of Queen's Bench of Alberta, in the Judicial
District of Calgary, Canada to accept the filing of an (i)
amended SemCAMS ULC Plan, (ii) amended SemCanada Nova Scotia
Plan, and (iii) amended SemCanada Energy Plan.

In the amended SemCAMS ULC Plan and the amended SemCanada Nova
Scotia Plan, the implementation of the SemCanada Energy Plan was
removed as a condition precedent to the implementation of the
CCAA Plans.  Moreover, in the amended SemCanada Energy Plan,
changes were made to correct certain minor errors.  In addition,
if the SemCanada Energy Plan is not approved by the required
majority of the creditors of SemCanada Energy, A.E. Sharp and CEG
Energy or if the SemCanada Energy Plan is not sanctioned by the
Canadian Court, then the Debtors anticipate that an application
will be made to place SemCanada Energy, A.E. Sharp and CEG Energy
into receivership and bankruptcy.

            Claims Classification and Treatment

The Fourth Amended Plan of Reorganized modified the aggregate
amounts of these classes of claims:

                                               Aggregate
Class       Description                          Amount
-----       -----------                        ---------
N/A         Administrative Expense Claims      $255 mil.

N/A         Professional Compensation &         $77 mil.
            Reimbursement Claims

175-200     Lender Deficiency Claims         $1.072 bil.

201-226     General Unsecured Claims           $583 mil.

Classes 53-55 Secured First Purchaser Producer Claims are
entitled to vote on the Plan and will have no recovery under the
Plan.  Each holder of an Allowed Secured First Purchaser Producer
Claim will receive its pro rata share of cash in an amount equal
to $47 million less the sum of (i) the aggregate amount of Cash
paid in respect of Allowed First Purchaser Producer Twenty-Day
Claims against Eaglwing in excess of 65% of the aggregate amount
of the First Purchaser Producer Twenty-Day Claims against
Eaglwing set forth on Schedule I of the Plan, (ii) the amount of
Cash paid pursuant to the Plan, and (iii) the amount of Cash, if
any, distributed to the holders of Allowed First Purchaser
Producer Twenty-Day Claims in excess of $125.5 million, exclusive
of Cash distributed pursuant to the Plan.

Classes 70 to 95 Secured Working Capital Lender Claims will have
56.1% in estimated recovery.  Each holder of an Allowed Secured
Working Capital Lender Claim will receive its Pro Rata Share of
certain distributions after the Effective Date pursuant to the
Plan.  Each holder of an Allowed Secured Working Capital Lender
Claim will receive its pro rata share of (i) Working Capital
Lender Effective Date Cash in an estimated amount of
$431 million, (ii) 58% of the Second Lien Term Loan Interests, and
(iii) 56.30% of New Common Stock.

Classes 96-121 Secured Revolver/Term Lender Claims will have an
estimated 75.6% recovery under the Amended Plan.  Each holder of
an Allowed Secured Revolver/Term Lender Claim will receive its
Pro Rata Share of (i) Revolver/Term Loan Lender Effective Date
Cash in an estimated amount of $93 million of Lender Cash, (ii)
42% of the Second Lien Term Loan Interests, and (iii) 38.7% of
New Common Stock.  Each holder of an Allowed Secured
Revolver/Term lender Claim will also receive its Pro Rata Share
of certain distributions after the Effective Date pursuant to the
Plan.

Classes 149-174 Senior Notes Claim will have an estimated
recovery of (i) 8.34% and (ii) 0.44% to 11.01% recovery depending
on level of approval of the Plan by classes of Senior Notes
Claims and General Unsecured Claims.

Classes 175-200 Lender Deficiency Claims will have an estimated
recovery of (i) 0% and (ii) up to 4.42% depending on whether any
shares of New Common Stock are reallocated to Lender Deficiency
Claims.

Administrative Expense Claims will receive payment for Allowed
Administrative Expense Claims of Producers.  The amount of the
Claims set forth in the Amended Schedules will be reserved in
Cash pending resolution.

The Debtors expect that, in addition to the Lender Deficiency
Claims, the total amount of Unsecured Claims as of the Effective
Date will be $1,193 million, consisting of (i) $610 million of
Senior Notes Claims, and (ii) $583 million of other General
Unsecured Claims, including $46 million of Unsecured First
Purchaser Producer Claims.

The Amended Plan does not include any recovery for Reclamation
Claims.  Pursuant to Section 546(c) of the Bankruptcy Code,
Reclamation Claims are subject to the prior perfected liens on
inventory of BofA and the Prepetition Lenders; thus, the Debtors
believe that no valid Reclamation Claims exist.

All distributions made to the holders of the Secured Lender
Claims will be paid by the Disbursing Agent to BofA, which will
make all distributions to the holders of the Secured Lender
Claims.  All distributions made to the Producers will be paid by
the Disbursing Agent to the Disbursing Agent to the Producer
Representative who will make all distributions to the Producers.
All distributions made to the holders of the Senior Notes Claims
will be paid by the Disbursing Agent to the Indenture Trustee,
which will make all distributions to the holders of the Senior
Notes Claims.

Moreover, the Amended Plan is not intended to (i) discharge or
impact the claims asserted by First Purchaser Producers against
Downstream Purchasers arising from those Downstream Purchasers'
purchases of crude oil from the Debtors prior to the Petition
Date, or (ii) release Producers' Downstream Claims against
Downstream Purchasers for amounts due to Producers.  The
Downstream Claims are not property of the Debtors or their
estates and are not administered under the Amended Plan, nor will
the Downstream Claims constitute Litigation Trust assets.
Neither the Debtors, the Reorganized Debtors, BofA nor the
Prepetition Lenders will oppose or contest the Producers'
prosecution of any Downstream Claims against J. Aron & Company
nor oppose efforts of First Purchaser Producers to seek remand or
transfer of asserted Downstream Claims in litigation, which has
been transferred to the Bankruptcy Court.

                     Financial Documents

In addition, the Debtors appended in the Disclosure Statement (i)
a liquidation analysis, (ii) historical financial information,
(iii) financial projections, (iv) valuation analysis, and (v) a
preliminary schedule of suspense liabilities that contains
"suspense" amounts assessed by the Debtors for crude oil or
natural gas by state.

Full-text copies of the historical financial statements and the
suspense liabilities are available for free at:

* http://bankrupt.com/misc/semgroup_histfinancialstats.pdf
* http://bankrupt.com/misc/semgroup_suspenseliabilities.pdf

A full-text copy of the Fourth Amended Plan dated September 22,
2009, is available for free at:

  http://bankrupt.com/misc/semgroup_Sept22Plan.pdf

A full-text copy of the Disclosure Statement dated September 22,
2009, is available for free at:

  http://bankrupt.com/misc/semgroup_Sept22DiscStat.pdf

A blacklined copy of the Amended Disclosure Statement dated
September 22, 2009, is available for free at:

http://bankrupt.com/misc/semgroup_Sept22DiscStat_blacklined.pdf

A blacklined copy of the Amended Plan dated September 22, 2009,
is available for free at:

  http://bankrupt.com/misc/semgroup_Sept22Plan_blacklined.pdf

The Debtors filed with the Court a Disclosure Statement, which is
substantially similar to the Disclosure Statement dated
September 22, 2009, and its blacklined version.  The Debtors,
however, withdrew those documents.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Projections & Valuation Under 4th Amended Plan
-----------------------------------------------------------
In connection with certain matters relating to their
Fourth Amended Joint Plan of Reorganization, the Debtors asked
that Blackstone Advisory Services, L.P., prepare a valuation
analysis of the SemGroup Companies' businesses.  The valuation
analysis was prepared by Blackstone based on the Projections.

In preparing its valuation, Blackstone considered these generally
accepted valuation techniques:

-- Discounted Cash Flow Analysis,
-- Comparable Public Company Analysis, and
-- Precedent Transactions Analysis.

Moreover, as it relates to Wyckoff Gas Storage Company, LLC,
Blackstone has assumed in its valuation that the Reorganized
SemGroup on a post-emergence basis fulfills its obligations under
the Wyckoff debt financing and retains its 51% equity interest in
Wyckoff.  A failure of Reorganized SemGroup to retain its 51%
equity interest in Wyckoff will not have a material impact upon
the overall Reorganized SemGroup valuation.

As a result of the analyses, review, discussions, considerations,
and assumptions, Blackstone provided to the Debtors an estimate
that the Total Equity Value of the Reorganized SemGroup Companies
on a "reorganization value" basis is a range of approximately
$1.4 to $1.6 billion, with a midpoint of $1.5 billion.
Blackstone reduced the TEV estimate by the estimated pro forma
debt of the Reorganized SemGroup Companies as of September 30,
2009, to calculate the implied reorganized equity value of the
Reorganized SemGroup Companies.  The amount was then divided by
the number of shares of New Common Stock expected to be
outstanding after consummation of the Plan to determine the
estimated per share reorganized equity value.

Accordingly, Blackstone estimates that the Reorganized SemGroup
Companies' mid-point total reorganized equity value is
$1.035 billion or $25 per share of New Common Stock, before the
impact of the New Common Stock issuable under the Management
Incentive Plan, and Warrants issued pursuant to the Plan.

                                                Mid-Point
                                                  Value
                                                ---------
    (in millions)
  Reorganized SemGroup Companies
     Total Enterprise Value                        $1,500
  Less Pro Forma Debt                                (465)
                                                ---------
  Reorganized SemGroup Companies Equity Debt       $1,035

                      Financial Projections

To demonstrate the feasibility of the Fourth Amended Joint Plan
of Reorganization, the Debtors prepared financial projections for
the five years ending on December 31, 2013, with the assistance
of their retained professionals.  The Projections reflect the
Debtors' most recent estimates of the results of operations, cash
flows, and financial position of the Reorganized SemGroup
Companies.  Consequently, the Projections reflect the Debtors'
judgment as to expectations of market and business conditions,
expected future operating performance, and the occurrence or
nonoccurrence of certain future events, all of which are subject
to change.

The Projections present, according to the Debtors, Reorganized
SemGroup Companies' projected results of operations, cash flows,
and financial position for the five years ended December 31,
2013, and reflect the Debtors' judgment as of September 18, 2009,
the date that the Projections were published.

In connection with the development of the Plan, the Projections
have not been audited or reviewed by independent accountants, the
Debtors say.  The Projections assume the Plan will be implemented
in accordance with its stated terms and that consummation of the
Plan will occur on November 1, 2009.

                  Reorganized SemGroup, L.P.
                  Projected Income Statement
                        ($ in millions)

             2009      2010       2011       2012       2013
           ---------- ---------- ---------- ---------- ----------
Revenue    $1,803,071 $3,664,089 $4,399,925 $4,689,185 $4,971,551

Cost of
Sales      1,422,001  3,224,539  3,928,119  4,211,592  4,471,512
           ---------- ---------- ---------- ---------- ----------
Gross
Margin       381,071    439,550    471,806    477,593    500,040

Expenses
Operating    204,063    173,543    178,366    174,772    188,707
Selling,
General
and Admin.     7,053     86,733     95,624     98,269    100,979
Depreciation &
Amortization  76,686     77,436     74,598     74,439     72,985
           ---------- ---------- ---------- ---------- ----------
Total
Expenses     377,802    337,712    348,588    347,479    362,672

EBIT            3,268    101,838    123,218    130,114    137,368

Other (Income)
Expenses
Loss on Asset
Sales         (5,752)         -          -          -          -
Interest
Expense       20,780     69,288     67,671     60,717     44,529
Foreign Currency
Transaction
Loss          (3,259)         -          -          -          -
Other, Net    (1,598)        60         60         60         60
           ---------- ---------- ---------- ---------- ----------
Total Other
(Income)/
Expenses      10,172     69,348     67,731     60,777     44,589

Income Before
Reorganization
Items, Income
Taxes, and     (6,903)    32,490     55,487     69,337     92,779
Minority Interest

Total Reorganization
Expense      231,687          -          -          -          -
           ---------- ---------- ---------- ---------- ----------

Income Before
Income Taxes and
Minority
Interest    (238,591)    32,490     55,487     69,337     92,779

Income Tax
Expense        2,394     14,332     16,606     27,531     36,838
           ---------- ---------- ---------- ---------- ----------
Income Before
Minority
Interest    (240,985)    18,158     38,881     41,805     55,941

Minority
Interest
Expense           15          -          -          -          -
           ---------- ---------- ---------- ---------- ----------
Net Income  ($241,000)   $18,158    $38,881    $41,805    $55,941
           ========== ========== ========== ========== ==========

Memo: EBITDA   99,003    179,274    197,816    204,553    210,353

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/semgroup_financialprojectns.pdf

                        Liquidation Analysis

Pursuant to the Debtors' Fourth Amended Joint Plan of
Reorganization, the Debtors prepared a hypothetical liquidation
analysis to provide information so that the Court may determine
that the Plan is in the best interests of all classes impaired by
the Plan.

The Liquidation Analysis assumes that the Debtors' Chapter 11
cases will be converted to cases under Chapter 7 of the
Bankruptcy Code on November 1, 2009, a trustee is appointed to
oversee the liquidation, and the liquidation occurs over a period
of nine months.

                     SemGroup, L.P., et al.
               Liquidation Analysis - Proceeds
                       ($ in millions)

                                           Recovery
                                     -------------------
                                        Low        High
                                     -------    --------
Gross Proceeds Available for Distribution
Cash                                   $1,054      $1,054

Asset Values:
SemCrude L.P.                            195         250
White Cliffs Pipeline LLC                165         220
                                      -------    --------
  Subtotal - U.S. Crude Operations       360         470

SemCAMS ULC                              120         160
SemCanada Crude Company                   90         120
                                      -------    --------
  Subtotal - Canadian Operations         210         280

SemStream LP                             165         205
SemGas L.P.                               35          50
SemLogistics Milford Haven Limited        55          75
SemMexico LLC                             10          15
                                      -------    --------
  Subtotal - Gross Proceeds from
   Business Units                         835       1,095

Litigation Recoveries                      -           -
                                      -------    --------
Total Gross Proceeds                  $1,890      $2,149
                                      =======     =======

Cost Associated with Liquidation

Chapter 7 Trustee Fees                  ($80)       ($90)
Professional Fees                        (65)        (50)
Business Unit Operating Costs            (81)        (66)
Overhead                                 (15)        (13)
                                      -------    --------
Total Liquidation Costs                 (241)       (219)
                                      -------    --------
Net Proceeds Available for
Distribution                          $1,649      $1,931
                                      =======     =======

Mid-Point of Net Proceeds Available
for Distribution                            $1,790
                                            =======

                      SemGroup, L.P., et al.
           Liquidation Analysis - Allocation of Proceeds
                        ($ in millions)

                                 Allowable  Midpoint  Allowable
                                   Claim    Recovery   Recovery
                                 ---------  --------   --------
Net Proceeds Available for
Distribution                                 $1,790
                                             =======

Postpetition Secured Claims
Professional Fee Carve-Out            $24       $24       100%
Super Priority Administrative (DIP)    95        95       100%
                                 ---------  --------   --------
Total Unclassified                    119       119       100%

Proceeds Available for Remaining Claims        1,671

Prepetition Secured Claims
Revolver                              668       357        53%
Working Capital Facility            1,734       875        50%
Term B Notes                          143        76        53%
GECC Construction Project Financing   120       120       100%
Secured Financial Trades              480       242        50%
                                 ---------  --------   --------
Total Secured Claims                3,146     1,671        53%

Proceeds Available for
Administrative/Priority Claims
Administrative/Priority Claims
Administrative Claims                   5         -         0%
503(b)(9) Claims                      295         -         0%
Postpetition Trade and Other           96         -         0%
                                 ---------  --------   --------
Total Administrative/Priority
  Claims                               396         -         0%

Proceeds Available for Unsecured Claims
Producer Claims                       274         -         0%
Accounts Payable                      277         -         0%
Senior Notes                          610         -         0%
Unsecured Financial Trades             29         -         0%
Litigation Claims                     TBD         -         0%
SERP Claims                            13         -         0%
Rejection Claims (Estimated)          100         -         0%
Intercompany Claims                 7,270         -         0%
                                 ---------  --------   --------
                                     8,573         -         0%
                                            --------

Proceeds Available for Equity Interest             -         0%
                                            --------

  Total Distributions                         $1,671
                                            ========

A full-text copy of the Liquidation Analysis is available for
free at:

     http://bankrupt.com/misc/semgroup_liquidationanalysis.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)


SNOW CANYON GOLF PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Snow Canyon Golf Partners, LLC
        5224 N Wincheser Hills DR
        PO Box 530
        Saint George, UT 84770

Case No.: 09-30444

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ledges Canyon Rim, LLC                             09-30445
Ledges Flint Rock, LLC                             09-30446

Chapter 11 Petition Date: September 25, 2009

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

Judge William T. Thurman

Debtor's Counsel: David E. Leta, Esq.
                  Snell & Wilmer
                  15 West South Temple, Suite 1200
                  Beneficial Tower
                  Salt Lake City, UT 84101-1547
                  Tel: (801) 257-1928
                  Fax: (801) 257-1800
                  Email: dleta@swlaw.com

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

Estimated Debts: $0 to $50,000

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


SOMERSET INT'L: June 30 Balance Sheet Upside-Down by $2.5 Million
-----------------------------------------------------------------
Somerset International Group Inc.'s balance sheet at June 30,
2009, showed total assets of $5,131,155 and total liabilities of
$7,675,470, resulting in a stockholders' deficit of $2,544,315.

For three months ended June 30, 2009, the Company posted a net
loss of $377,650 compared with a net loss $415,366 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $884,935 compared with a net loss $1,102,834 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 currently,
its does not have significant cash or other material assets, nor
does it have operations or a source of revenue which is adequate
to cover its administrative costs for a period in excess of one
year and allow it to continue as a going concern.  The management
is involved in exploring additional business opportunities which
they believe will allow the Company to increase shareholder's
value and allow it to continue as a going concern.  The Company
will require financing to fund its current operations and will
require additional financing to acquire or develop other business
opportunities.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45a0

                   About Somerset International

Based in Bedminster, N.J., Somerset International Group Inc.
(OTC BB: SOSI) -- http://www.somersetinternational.com/-- was
incorporated under the laws of the State of Delaware in 1968.  The
company's current activity is the acquisition of profitable and
near term profitable private small and medium sized businesses
that provide proprietary security products and solutions for
people and enterprises - from personal safety to information
security - and maximizing the profitability of the acquired
entities.

                       Going Concern Doubt

On March 31, 2009, WithumSmith+Brown, P.C. in Somerville, New
Jersey expressed substantial doubt about Somerset International
Group Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the fiscal years ended
Dec. 31, 2008, and 2007.  The auditor noted that the Company had
net losses for the years ended Dec. 31, 2008, and 2007, an
accumulated deficit and a stockholders' deficit as of Dec. 31,
2008, and the Company utilized net cash in operating activities
for the year then ended.  In addition, at Dec. 31, 2008, the
Company had a working capital deficit.


SONIC AUTOMOTIVE: Inks Underwriting Deal on Shares Offering
-----------------------------------------------------------
Sonic Automotive, Inc., on September 17, 2009, entered into an
underwriting agreement with J.P. Morgan Securities Inc. and
Merrill Lynch, Pierce, Fenner & Smith, Incorporated for the sale
of 9,000,000 shares of Sonic Automotive's Class A common stock at
a public offering price of $10.10 per share.

Sonic Automotive granted the underwriters a 30-day option to
purchase an additional 1,350,000 shares of Class A common stock to
cover over allotments.

On the same day, Sonic Automotive also entered into an
underwriting agreement with the Representatives to sell
$150,000,000 aggregate principal amount of convertible senior
notes due October 1, 2029.

Sonic Automotive granted the underwriters a 30-day option to
purchase up to an additional $22,500,000 aggregate principal
amount of the convertible senior notes to cover over allotments.

On September 18, 2009, the Representatives notified Sonic
Automotive that the underwriters were exercising in full their
over-allotment option in both the Class A common stock offering
and convertible senior notes offering.

Sonic Automotive was to close these offerings, including with
respect to the over-allotments, on September 23.  The total net
proceeds from the offerings will be approximately $266.4 million,
after deducting underwriters' discounts and commissions and before
offering expenses.  Sonic Automotive intends to use these net
proceeds to repay all or a portion of the principal amount
outstanding on its 6.00% Convertible Senior Secured Notes due 2012
and 4.25% Convertible Senior Subordinated Notes due 2015,
including through repurchases of approximately $143 million
aggregate principal amount of 4.25% Convertible Senior
Subordinated Notes, shortly following the closing of the offerings
described above, near par pursuant to separate arrangements
entered into from September 17, 2009 through September 23, 2009
between Sonic Automotive and certain holders of the 4.25%
Convertible Senior Subordinated Notes following unsolicited offers
to sell from those holders.

                       About Sonic Automotive

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

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

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed the Caa1 Corporate Family
and Probability of Default ratings of Sonic Automotive and changed
the outlook to positive from negative.

The TCR said September 18, 2009, that Standard & Poor's Ratings
Services placed its 'CCC+' corporate credit rating and related
issue ratings on Sonic Automotive on CreditWatch with positive
implications.  At the same time, S&P assigned its 'CCC-' issue
rating and a '6' recovery rating to the company's proposed
$125 million convertible notes due 2029.


SONIC AUTOMOTIVE: Raises $172.5MM in Sale of Convertible Notes
--------------------------------------------------------------
Sonic Automotive, Inc., on September 23, 2009, sold $172.5 million
aggregate principal amount of convertible senior notes due 2029
pursuant to the terms of a previously disclosed underwriting
agreement.  The Notes were issued under the terms of an Indenture
dated as of September 23, 2009 by and among Sonic, the guarantors
named therein, and U.S. Bank National Association, as trustee, and
the First Supplemental Indenture dated as of September 23, 2009 to
the Base Indenture between Sonic and the Trustee.

The Notes are unsecured senior obligations of Sonic and are not
guaranteed by Sonic's subsidiaries.  The Notes bear interest at an
annual rate of 5.0%, which is payable semi-annually on April 1 and
October 1 each year (beginning on April 1, 2010), until maturity
on October 1, 2029, or earlier redemption, conversion or
repurchase.  Sonic will be required to pay additional interest in
respect of the Notes under specified circumstances.

The Notes will be convertible, under certain circumstances, into
cash, shares of Sonic Automotive Class A common stock, or a
combination of cash and shares of Sonic Class A common stock, at
the option of Sonic, at an initial conversion rate of 74.7245
shares of Class A common stock per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of
approximately $13.38 per share of Class A common stock.  The
conversion rate will be subject to adjustment in some
circumstances.

Holders may convert their Notes at their option prior to the close
of business on the business day immediately preceding July 1, 2029
only under these circumstances: (1) during any fiscal quarter
commencing after December 31, 2009, if the last reported sale
price of Sonic's Class A common stock for at least 20 trading days
(whether or not consecutive) during a period of 30 consecutive
trading days ending on the last trading day of the preceding
fiscal quarter is greater than or equal to 130% of the applicable
conversion price on each applicable trading day; (2) during the
five business day period after any 10 consecutive trading day
period -- measurement period -- in which the trading price per
$1,000 principal amount of Notes for each day of that measurement
period was less than 98% of the product of the last reported sale
price of Sonic's Class A common stock and the applicable
conversion rate on each such day; (3) if the Company calls any or
all of the Notes for redemption, at any time prior to the close of
business on the third scheduled trading day prior to the
redemption date; or (4) upon the occurrence of specified corporate
events.  On and after July 1, 2029, to (and including) the close
of business on the third scheduled trading day immediately
preceding the maturity date, holders may convert their Notes at
any time, regardless of the circumstances.

Sonic may not redeem the Notes prior to October 1, 2014.  On or
after October 1, 2014, and prior to the maturity date, Sonic may
redeem for cash all or part of the Notes at 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid
interest, including any additional interest, to but excluding the
redemption date.

Holders of the Notes may require Sonic to repurchase the Notes on
October 1, 2014, October 1, 2019, and October 1, 2024, for cash at
a purchase price equal to 100% of the principal amount thereof to
be repurchased plus accrued and unpaid interest.  In addition,
holders of the Notes may require Sonic to repurchase all or a
portion of their Notes upon a fundamental change at a cash
purchase price equal to 100% of the principal amount thereof to be
repurchased plus accrued and unpaid interest to, but excluding,
the fundamental change purchase date.

Sonic's obligations under the Notes may be accelerated by the
holders of 25% of the outstanding principal amount of the Notes
then outstanding if certain events of default occur, including:
(1) defaults in the payment of principal or interest when due; (2)
defaults in the satisfaction of obligations upon conversion,
optional redemption or any required repurchase of the Notes; (3)
defaults in the performance, or breach, of Sonic's covenants under
the Notes; (4) certain defaults under other agreements under which
Sonic or its subsidiaries have outstanding indebtedness in excess
of $35 million; and (5) certain bankruptcy, insolvency or
reorganization events.

                       About Sonic Automotive

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

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

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed the Caa1 Corporate Family
and Probability of Default ratings of Sonic Automotive and changed
the outlook to positive from negative.

The TCR said September 18, 2009, that Standard & Poor's Ratings
Services placed its 'CCC+' corporate credit rating and related
issue ratings on Sonic Automotive on CreditWatch with positive
implications.  At the same time, S&P assigned its 'CCC-' issue
rating and a '6' recovery rating to the company's proposed
$125 million convertible notes due 2029.


SONIC AUTOMOTIVE: S&P Retains Positive Watch on 'CCC+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' long-term
corporate credit rating on Charlotte, North Carolina-based Sonic
Automotive Inc. would remain on CreditWatch, where it was placed
with positive implications on Sept. 16, 2009.

The ratings remain on CreditWatch following Sonic's completion of
its offering of common equity and convertible notes.  Sonic
announced the total net proceeds from the concurrent stock and
debt offerings will be about $266.4 million, slightly more than
S&P had assumed.  The company issued 10.35 million common shares
priced at $10.10 per share and $172.5 million aggregate principal
amount of 5.0% convertible senior notes due Oct. 1, 2029.

Sonic plans to use the net proceeds to repay existing debt,
including debt with near-term puts or maturities.  For example,
the company has $160 million in 4.25% convertible senior
subordinated notes that are due in November 2015 but redeemable at
the holders' option in November 2010.  If the company has not
refinanced at least 85% of these notes outstanding by Aug. 25,
2010, holders of its 6% convertible notes due 2012 can require
Sonic to repurchase all or a portion of the 6% notes at that time.

Separately, Sonic must renegotiate or extend its secured credit
facility, which expires in February 2010.

Completion of Sonic's financing transactions alleviates near-term
refinancing risks and will ease leverage.  Still, an upgrade, in
S&P's view, depends on the refinancing of its secured credit
facility.  For an upgrade, S&P would also need to believe that
EBITDA and cash flow generation have reached a low and that
sustainable improvement is possible as light-vehicle sales
gradually recover in 2010.


SPO MEDICAL: June 30 Balance Sheet Upside-Down by $2 Million
------------------------------------------------------------
SPO Medical, Inc.'s balance sheet at June 30, 2009, showed total
assets of $1,470,000 and total liabilities of $3,467,000,
resulting in a stockholders' deficit of $1,997,000.

For six months ended June 30, 2009, the Company posted a net loss
of $674,000 compared with a net loss of $1,073,000 for the same
period in 2008.

For three months ended June 30, 2009, the Company posted a net
loss of $531,000 compared with a net loss of $572,000 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 needs
to raise additional funds on an immediate basis in order to meet
our on-going operating requirements, pay outstanding loans in the
approximate amount of $1,100,000 and to realize its business plan.

The Company added that if it is unable to raise capital on an
immediate basis, it may be necessary for the Company to take
further measures to reduce its cash burn including laying-off
additional personnel.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?459e

SPO Medical Inc. (OTC:SPOM) is engaged in the design, development
and marketing of non-invasive pulse oximetry technologies to
measure blood oxygen saturation and heart rate.  The applications
are marketed in the homecare, professional medical care, sports,
safety, and search and rescue sectors.  SPO developed a technology
that enables the measurement of heart rate and oxygen saturation
levels in the blood, which is known as Reflectance Pulse Oximetry.
Using RPO, a sensor can be positioned on various body parts, hence
reducing problems from motion artifacts and poor perfusion.  The
products of the Company are PulseOx 5500TM, Check MateTM, PulseOx
7500TM, PulseOx 6000 TM, and PulseOx 6100 TM.


STAMFORD INDUSTRIAL: To Follow Concord Steel in Chapter 11
----------------------------------------------------------
Stamford Industrial Group, Inc., said in a regulatory filing it
will shortly a file a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code, in the United States
Bankruptcy Court for the Northern District of Ohio.

In connection with the filing, Albert Weggeman, the Company's
President and Chief Executive Officer, and Jonathan LaBarre, the
Company's Chief Financial Officer, Treasurer and Secretary, will
be leaving the Company as employees and officers.

On Sept. 14, Stamford's wholly owned subsidiary, Concord Steel,
Inc., which constitutes substantially all of the Company's assets,
filed a voluntary petition for relief under Chapter 11.

Mr. Weggeman said, "Over the past year, Concord has continued to
be adversely affected by the steep drop off in purchasing for the
global infrastructure, construction, and residential markets as a
result of the global financial crisis.  Recently, some of
Concord's customers have unexpectedly announced the closing or
suspending of operations at their fabrication facilities."

He continued, "Although we have begun to see some subtle but
positive indicators within Concord's markets, Concord has been
unable to enter into a further amendment of its credit agreement
to address its ability to continue to comply with the credit
agreement on an ongoing basis and continue to borrow the funds
needed to continue to operate.  As a result, after careful
consideration, it was determined that a Chapter 11 filing by
Concord was a necessary and prudent step."

                     About Stamford Industrial

Stamford Industrial Group, Inc. -- http://www.Stamfordig.com/--
is working to build a diversified global industrial manufacturing
group through organic and acquisition growth initiatives that will
complement and diversify existing business lines.  Concord Steel,
Inc., its wholly owned subsidiary acquired in October 2006, is an
independent manufacturer of steel counter-weights and structural
weldments that are incorporated into a variety of industrial
equipment, including aerial work platforms, cranes, elevators and
material handling equipment.

Concord Steel, Inc. filed for Chapter 11 on Sept. 14, 2009 (Bankr.
N.D. Ohio Case No. 09-43448).  Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtor in its restructuring effort.
The petition says assets and debts are between $10,000,001 and
$50,000,000.


STATION CASINOS: FCP PropCo Has Deal on Cash Collateral Use
-----------------------------------------------------------
Judge Gregg W. Zive of the United States Bankruptcy Court for the
District of Nevada has approved the stipulation entered into by
and between Debtor Station Casinos, Inc., and its indirect wholly
owned subsidiary FCP PropCo, LLC.

Subject to the terms set forth in the Stipulation and the Budget,
attached to the Stipulation, Debtor FCP PropCo, LLC is authorized
to use Cash Collateral on a final basis pursuant to Rule 4001(b)
of the Federal Rules of Bankruptcy Procedure and Rule 4001(b) of
the Local Rules of the United States Bankruptcy Court of Nevada
until the earlier of (1) the expiration of the Budget, as
approved in writing by the Mortgage Lenders or (2) the occurrence
of a Termination Event.

A full-text copy of the Budget for the period from July 31, 2009
though October 23, 2009, is available for free at:

  http://bankrupt.com/misc/SC_CashColl_Jul31toOct23Budget.pdf

FCP PropCo is authorized immediately to use Master Lease payments
as necessary to satisfy its ongoing obligations under the
Mortgage Loan Agreement and to pay its other operating expenses,
subject to the conditions set forth in the Stipulation and the
Budget.

Notwithstanding any provision in the Federal Rules of Bankruptcy
Procedure to the contrary, the Debtors are not subject to any
stay in the implementation of the relief granted in the Final
Order.

    Committee's Objection Deadline Extended Until Sept. 25

Debtor Station Casinos, Inc. and its affiliated debtors other
than the CMBS Debtors, together with Deutsche Bank Trust Company
Americas, in its capacity as duly appointed and authorized
administrative agent, for the lenders from time to time party to
that certain Credit Agreement, and the Official Committee Of
Unsecured Creditors, have entered into a Court-approved
stipulation extending the deadline for the Committee to file its
objections, if any, to the entry of a final order granting the
SCI Cash Collateral Motion.

The objection deadline is extended from September 18, 2009 to
September 25, 2009.

Any reply by SCI or the Prepetition Agent to the objection is due
on September 28, 2009.

     Parties Reach Agreement, File Revised Proposed Order

The Creditors' Committee relates that over the past several
weeks, it has worked diligently with the Debtors and the
Prepetition Agent to address various issues of concern with
respect to the relief sought in the proposed Final Order
approving the Cash Collateral Motion.  As a result of wide-
ranging negotiations, the efforts of counsel to each party, and
substantial changes to the initially proposed Final Order, the
Committee has reached agreement with the Debtors and the
Prepetition Agent on the form and content of the proposed Final
Order submitted to the Committee.  The Committee supports entry
of the Final Order on the Cash Collateral Motion.

Accordingly, the Debtors submitted with the Court a revised
proposed order on the Cash Collateral Motion to reflect the
agreement reached.  A blackline version of the revised proposed
order is available for free at:

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

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates


STATION CASINOS: Schedules Filing Deadline Extended to Oct. 22
--------------------------------------------------------------
Station Casinos Inc. and its affiliates sought and obtained from
the Court an order further extending their deadline to file their
schedules of assets and liabilities and statements of financial
affairs for each of the 18 Debtors required under Section
521(a)(1) of the Bankruptcy Code, through and including October
22, 2009.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, relates that due to the large number of
pressing matters present in the early stages of the Chapter 11
cases, and the volume of information that must be gathered,
analyzed and input in the preparation of 18 sets of Schedules and
Statements, the Debtors anticipate that they will be unable to
complete all of the Schedules and Statements by September 22,
2009, but should be able to do so within a few weeks thereafter.

In declaration filed with the Court, James Vallerie, senior
managing director of FTI Consulting, Inc., discloses that the
Debtors and FTI have, as of September 17, 2009, undertaken, and
accomplished these tasks in respect to the SALs and SOFAs
preparation:

(a) Trustee 15-Day Information

   * prepared and provided the UST responses to initial
     questions regarding Debtor bank account structure, location
     and function;

   * prepared and provided the UST responses to initial
     questions regarding all insurance policies in place;

   * prepared and provided to Debtors' counsel responses to
     initial questions regarding Debtor tax filings for the last
     two years;

   * prepared responses for the UST for the Real Property
     Questionnaires for all debtors, which is awaiting final
     approval from company management; and

   * prepared responses for the UST for the Employee Benefit
     Plan Questionnaire for all debtors, which is awaiting final
     approval from company management;

(b) Statement of Financial Affairs

   * Prepared full drafts of the SOFA for each debtor which are
     currently under review by company management and Debtor
     counsel.  Over 90% of the information for the SOFAs is
     complete and final, the remaining 10% expected to be
     finalized by September 18, 2009.

(c) Schedules of Assets and Liabilities

   * Prepared full drafts of the liability schedules including
     all contracts, vendor liabilities, and litigation.  While
     there may be some liabilities that are not yet identified,
     the vast majority of the liability schedules are complete
     pending review and comment by debtor management and Debtor
     counsel.

   * Prepared full drafts of Schedule A.  There is currently
     some clarification work underway related to schedule A that
     is anticipated to be complete by September 21, 2009.

   * Prepared full drafts of Schedule B for 5 of the 18 debtors,
     including SCI which is the most voluminous of the debtors.
     The information for the remaining 13 debtors is anticipated
     to be complete by September 18, 2009.  There is currently
     some clarification work underway related to certain
     questions on schedule B that is anticipated to be complete
     by September 21, 2009.

Once the information has been finalized and collated, a review
process to ensure that the reporting is accurate and complete
will need to be performed by company management, FTI, and Debtor
counsel.  Depending on the level of revision and volume of
information related to the outstanding issues, this review
process should be completed by September 30, 2009, Mr. Aronzon
relates.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates


SUMMIT BUILDERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Summit Builders, Inc.
        a Missouri Corporation
        P.O. Box 346
        Lee's Summit, MO 64063

Case No.: 09-44674

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Erlene W. Krigel, Esq.
                  Krigel & Krigel, P.C.
                  4550 Belleview Ave.
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  Fax: (816) 756-1999
                  Email: ekrigel@krigelandkrigel.com

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

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.


SUN-TIMES MEDIA: 2nd Bidder Interested in Buying Biz, Says Union
----------------------------------------------------------------
According to Crain's Chicago Business, Thomas J. Thibeault,
executive director for the Chicago Newspaper Guild, said a second
investor is considering bidding for Sun-Times Media Group Inc.
Mr. Thibeault declined to identify the investor but said that the
person is from Chicago and appears to be serious in submitting a
bid.

As reported by the Troubled Company Reporter on September 25,
Sun-Times Media 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.  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.

STMG has, however, conditioned its bid to approval of amendments
to the collective bargaining agreements by each of the company's
unions.  The unions, however, has opposed the CBA changes, which
requires paycuts and other concessions.

In connection with the objections from unions about the required
paycuts, STMG stated, "We understand the concerns of union members
about the amendments that we believe are necessary to save the
papers.  We are hopeful that as all facts become known, union
members will realize that we are supporters of organized labor,
not adversaries. We have proposed the only solution we know that
will give us a chance to retain 1,800 jobs, including over 600
union positions.  We have not suggested concessions beyond those
we truly believe are necessary to turn the business around."

STMG noted that at the Sept. 24 hearing, the judge agreed that
liquidation bidders, who might seek to buy and sell off the assets
of the Sun-Times, would be allowed to submit qualified bids to
compete with bids like ours that seek to continue operating the
newspapers.  Furthermore, representatives of the Sun-Times'
biggest competitor were in the courtroom.

STMG said that to protect the future of the Sun-Times Media Group
business, however, it is crucial for us to achieve the union
amendments promptly for a closing as quickly as possible after the
October 8 sale hearing.

                       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.


SUN-TIMES MEDIA: Court Extends Deadline for Union Concessions
-------------------------------------------------------------
Editor and Publisher reports that the Hon. Christopher Sontchi of
the U.S. Bankruptcy Court for the District of Delaware has
extended the September 29 deadline for union concessions set by
the Company's prospective buyer.

According to Editor and Publisher, Judge Sontchi called
"posturing" Chicago financier James Tyree's threat to withdraw
from the deal to acquire Sun-Times Media, forcing liquidation of
the Company, unless all unions approved significant contract
concessions by Tuesday.  The report states that Mr. Tyree said
that he won't close on the sale without the concession, which
include a three-year extension of a 15% pay cut that was to be
restored when the company was sold, and major changes to work
rules.

Judge Sontchi, Editor and Publisher relates, set an October 7 date
for an auction of Sun-Times Media's assets, with the sale approved
the next day, extending the concessions.

Mr. Tyree, according to Michael Oneal and Julie Johnsson at the
Tribune, will lose a $500,000 deposit if he walks away from the
sale before early December.

Editor and Publisher reports that Sun-Times Media Chairperson and
interim CEO Jeremy Halbreich said that the September 29 deadline
was important.

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.


TAYLOR BEAN: Mortgage Bonds Don't Pay Investors Again
-----------------------------------------------------
According to Jody Shenn at Bloomberg, home-loan securities created
by Taylor, Bean & Whitaker Mortgage Corp. failed to make scheduled
principal payments to investors for a second month, with interest
amounts again sent only on insured classes.  The cash flows were
disclosed in monthly reports to bondholders Sept. 25.

Ms. Shenn relates the situation, like the failures of General
Growth Properties Inc. and Lehman Brothers Holdings Inc., has led
to questions about the effects of bankruptcies and bank seizures
on securitized debt, which is generally billed as "bankruptcy
remote."  Wells Fargo & Co., the so-called master servicer for the
bonds, is seeking access to cash in frozen bank accounts that are
responsible for the shortfalls, according to two of the reports,
which repeated comments made last month.

"It's big mess that's taking a while to sort out," David Dantzler,
a lawyer in Atlanta at Troutman Sanders LLP working for Taylor
Bean, said in a telephone interview with Bloomberg Sept. 25.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean, the 12th largest U.S. mortgage lender and servicer
of loans, filed for bankruptcy protection on Aug. 24 after
being suspended from doing business with U.S. agencies and
Freddie Mac, the government-supported mortgage company.  Taylor
has blamed probes into one of its banks for the suspensions.

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: Inks Underwriting Deal with Goldman Sachs
-----------------------------------------------------------
Tenet Healthcare Corporation on September 22, 2009, entered into
an Underwriting Agreement with Goldman, Sachs & Co., as
representative of several underwriters, in connection with Tenet's
offering of 345,000 shares of its 7.00% Mandatory Convertible
Preferred Stock, including 45,000 shares sold pursuant to the
underwriters' option to purchase additional shares.

The shares were registered under the Securities Act of 1933
pursuant to Tenet's shelf registration statement on Form S-3 (File
No. 333-160674), which became effective on July 17, 2009.

On September 24, 2009, Tenet filed with the Secretary of State of
the State of Nevada a Certificate of Designation, which became
effective on September 25.  The Certificate of Designation
classified 345,000 unissued shares of Tenet's preferred stock, par
value $0.15 per share, as "7.00% Mandatory Convertible Preferred
Stock".  The 345,000 shares of Preferred Stock have the
preferences and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and
conditions as set forth in the Certificate of Designation.  On
September 25, Tenet consummated its registered public offering of
345,000 shares of Preferred Stock.  Net proceeds to Tenet from the
sale of the Preferred Stock, after deducting estimated expenses
and underwriting discounts, were approximately $335 million.

                      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.


TENET HEALTHCARE: Moody's Gives Positive Outlook on 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Tenet
Healthcare Corp. to positive from stable.  Concurrently, Moody's
affirmed Tenet's B3 Corporate Family and Probability of Default
ratings.

The positive outlook reflects the reduction of refinancing risk
given the company's recent capital transactions.  Further, Moody's
believe that recent improvements in leverage levels that were
accelerated with the repayment of debt from the proceeds of the
convertible preferred stock can be maintained and will likely
continue to modestly improve based on further EBITDA growth.
Continued EBITDA growth is expected from ongoing initiatives at
the operational level that have bolstered results in the most
recent quarters and caused the company to raise its full year
guidance.

Moody's also downgraded the rating on Tenet's senior secured notes
due 2015, 2018, and 2019 to B2 (LGD3, 35%) from B1 (LGD3, 32%).
The downgrade of the rating on the senior secured notes reflects
the reduction in the layer of first loss absorption provided by
the unsecured notes.  Approximately $300 million of the 2015
unsecured notes were repurchased with the proceeds of the
convertible preferred issuance.  This change is in accordance with
the application of Moody's Loss Given Default Methodology.

Following is a summary of Moody's rating actions.

Ratings affirmed/LGD assessments revised:

* $800 million senior secured revolving credit facility due 2011,
  to Ba3 (LGD1, 3%) from Ba3 (LGD1, 2%)

* 6 3/8% senior notes due 2011, to Caa2 (LGD5, 84%) from Caa2
  (LGD5, 82%)

* 6.5% senior notes due 2012, to Caa2 (LGD5, 84%) from Caa2 (LGD5,
  82%)

* 7 3/8% senior notes due 2013, to Caa2 (LGD5, 84%) from Caa2
  (LGD5, 82%)

* 9 7/8% senior notes due 2014, to Caa2 (LGD5, 84%) from Caa2
  (LGD5, 82%)

* 9 1/4% senior notes due 2015, to Caa2 (LGD5, 84%) from Caa2
  (LGD5, 82%)

* 6 7/8% senior notes due 2031, to Caa2 (LGD5, 84%) from Caa2
  (LGD5, 82%)

* Corporate Family Rating, B3

* Probability of Default Rating, B3

* Speculative Grade Liquidity Rating, SGL-2

Ratings downgraded:

* 9.0% senior secured notes due 2015, to B2 (LGD3, 35%) from B1
  (LGD3, 32%)

* 10.0% senior secured notes due 2018, to B2 (LGD3, 35%) from B1
  (LGD3, 32%)

* 8.875% senior secured notes due 2019, to B2 (LGD3, 35%) from B1
  (LGD3, 32%)

Moody's last rating action was on June 18, 2009, when the senior
secured notes maturing 2015 and 2018 were downgraded to B1 (LGD3,
32%) from Ba3 (LGD2, 23%) and the senior unsecured notes were
downgraded to Caa2 (LGD5, 82%) from Caa1 (LGD5, 75%).  This
concluded the review of the ratings of the company's notes
initiated on June 1, 2009.  All other ratings were affirmed.

Tenet Healthcare Corporation (Tenet) is one of the largest for-
profit hospital operators by revenues.  The company is
headquartered in Dallas, Texas and is expected to continue to
operate 50 hospitals in 12 states (excluding one hospital not yet
divested and included in discontinued operations at June 30, 2009)
and a critical access hospital.  Tenet generated revenue from
continuing hospital operations of approximately $8.9 billion for
the twelve months ended June 30, 2009.


TERRA INDUSTRIES: Fitch Maintains 'BB' Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Evolving on the Issuer
Default Ratings and outstanding debt ratings of Terra Industries,
Inc. and its subsidiaries.  The ratings continue on Watch Evolving
pending a resolution to attempts by CF Industries Holdings, Inc.
to acquire the company.  The ratings also contemplate a special
cash dividend of $7.50 per common share to be declared by Terra
subject to a new bond issue financing a tender offer for existing
bonds.  Terra's debt ratings and those of its subsidiaries are:

Terra Industries

  -- IDR - 'BB';
  -- Convertible preferred shares - 'BB-'.

Terra Capital

  -- IDR - 'BB';
  -- Senior unsecured notes - 'BB';
  -- Senior secured bank credit - 'BB+'.

Terra Nitrogen, L.P.

  -- IDR - 'BB';
  -- Senior secured bank credit - 'BB+'.

Terra announced its intent to declare a special dividend of
$750 million to common shareholders expected to be paid in the
fourth quarter of this year.  The dividend is subject to a tender
of at least 51% of Terra's outstanding 7.00% senior notes due 2017
($330 million face amount) at a price of 104.5% of par.  The price
includes a consent solicitation fee to compensate for the
amendment of the indenture governing the 7% notes, which among
things restricts the aggregate amount of dividends that may be
paid by Terra.  Terra intends to finance the tender offer through
an issue of debt securities which would raise up to $600 million.

At the end of the second quarter, Terra had in excess of
$1.0 billion in cash on its balance sheet.  After giving effect to
the above-mentioned transactions at their maximum limits, Terra
would still have $500 million available in cash plus its undrawn
secured revolvers of approximately $192 million at the close of
the second quarter, net of outstanding letters of credit.  Terra's
trailing four quarters EBITDA at the end of the second quarter
aggregated just over $645 million yielding a debt to EBITDA
leverage ratio of 0.50 times (x) as calculated by Fitch.  Pro
forma leverage would rise to 0.93x assuming completion of the new
debt issue, the tender offer and the special dividend.  Although
these transactions slightly weaken Terra's credit profile, the
company's financial metrics are still well within the rating
category.  For the current year Fitch is projecting that Terra
will earn around $570 million in EBITDA, and that free cash flow
(before dividends) will total around $230 million.

The Rating Watch Evolving reflects a fluid situation, the
resolution of which could have positive, negative or no impact on
the risks to Terra's creditors.  CF Industries, who is also the
subject of a takeover proposal from Agrium Inc., let its extended
'stock for stock' offer for Terra expire at the end of August but
has nominated slate of directors for election to Terra's Board at
the latter's annual meeting on Nov.  20.  This event could but
will not necessarily conclude the specter of uncertainty which has
resulted in the Watch Evolving.


TERRA INDUSTRIES: Moody's Reviews Corporate Family Rating at 'Ba3'
------------------------------------------------------------------
Moody's Investors Service placed Terra Industries Inc.'s Ba3
Corporate Family Rating and other debt ratings under review with
direction uncertain.  The review was prompted by the recent
announcement of a proposed tender offer for Terra's $330 million
of guaranteed senior unsecured notes due 2017, and corresponding
conditional special dividend and potential new notes issuance.

"While Terra's robust performance is in line with Moody's positive
view on the fertilizer markets, the review will focus on
management's long term financial strategy given the announced
special dividend and the current outstanding offer to acquire the
company," said Moody's analyst Bill Reed.

The company announced that it will be launching a tender for the
over $330 million in guaranteed senior unsecured notes.  Subject
to the completion of the tender offer the company will then pay a
special dividend to shareholders of approximately $750 million
dollars.  In addition, Terra has announced that it intends to
issue up to $600 million in new unsecured notes subsequent to the
completion of the tender offer and special dividend.  Terra
currently has approximately $1 billion in cash on its balance
sheet.  Following the proposed transactions the company will be
left with over $500 million in cash and up to $600 million in debt
on its balance sheet.

The review will focus on understanding management's long term
financial philosophy.  The company does not have a history of
special dividends and it remains to be seen whether this action is
a one time event or a change in management's overall financial
strategy.  The review will also focus on the ultimate resolution
of other party's attempts to acquire Terra.

On Review Direction Uncertain:

Issuer: Terra Industries Inc.

  -- Probability of Default Rating, Placed on Review Direction
     Uncertain, currently Ba3

  -- Corporate Family Rating, Placed on Review Direction
     Uncertain, currently Ba3

Issuer: Terra Capital, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently B1, LGD4, 65%

Outlook Actions:

Issuer: Terra Capital, Inc.

  -- Outlook, Changed To Rating Under Review From Developing

Issuer: Terra Industries Inc.

  -- Outlook, Changed To Rating Under Review From Developing

Moody's last rating action on Terra was on January 16, 2009 when
Moody's affirmed the company's ratings and placed the outlook to
developing following the announcement by the company of an
unsolicited proposal from CF Industries Holdings, Inc.  to acquire
Terra.

Terra Industries, Inc., headquartered in Sioux City, Iowa,
produces nitrogen fertilizer products including ammonia, urea,
nitrogen solutions, and ammonium nitrate.  The company has
facilities and joint ventures in the Midwestern and Southern U.S.,
Canada, Trinidad, and the United Kingdom.  Terra is the world's
largest UAN producer and controls 40% of domestic production
capacity.  Revenue for the LTM period ending June 30, 2009 was
approximately $2.3 billion.


TOPS HOLDING: Moody's Assigns Corporate Family Rating at 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3 Probability of Default rating to the proposed senior
secured notes of Tops Holding Corporation, the parent company of
Tops Markets LLC which is co-issuer of the notes.

The ratings reflect Tops' high leverage and weak fixed charge
coverage, limited operating history as an independent company, as
well as its relatively modest size relative to competitors.  The
ratings are supported by Tops' strong position in its regional
markets.  The B3 rating of the secured notes reflect their modest
collateral relative to total size, and likely deficiency in case
of distress.  Ratings are subject to final documentation.

The rating outlook is stable.  Moody's ratings assume no
additional debt issuance or debt-financed acquisitions in the near
term.  The B3 rating of the notes assumes that a perfected
security interest will be obtained on the collateral.

These ratings and LGD points estimates were assigned:

  -- Corporate Family Rating of B3

  -- Probability of Default Rating of B3

  -- $250 million proposed senior secured notes maturing 2015 at
     B3 (LGD 4, 54%)

This is the initial rating of Tops Holdings.

Tops Holdings Corporation and its primary subsidiary, Tops
Markets, headquartered in Williamsville, New York, operate a chain
of 71 owned supermarkets and 5 franchised stores in western New
York state.  Annual revenues approximate $1.7 billion.


TOUSA INC: Issues Final Order on Cash Collateral Use Until Oct. 31
------------------------------------------------------------------
Judge Olson of the United States Bankruptcy Court for the Southern
District of Florida has issued a final order, authorizing TOUSA
Inc. and its debtor affiliates access to the cash collateral of
their Prepetition Lenders through October 31, 2009.

The Debtors' use of the Cash Collateral is required to be in
accordance with a prepared cash flow budget for September and
October 2009, a copy of which is available for free at:

  http://bankrupt.com/misc/TOUSA_CashCollBudgettilOct09.pdf

For the month ended October 2009, the estimated total operating
cash flow is negative $1,118,000.

Judge Olson also ruled that the Debtors' use of Cash Collateral is
conditioned on the Debtors' compliance with the certain financial
covenants.  Among others, Actual Monthly Operating Cash Flow that
must not be less than the projected monthly Operating Cash Flow
set forth in the Budget minus $10 million; and Cumulative
Operating Cash Flow for the month ended October 2009 must be no
less than negative $2,239,000.

Except for the Carve-Out, no administrative claims, including
fees and expenses of professionals, will be assessed against or
attributed to any of the Prepetition Secured Parties with respect
to their interests in the Prepetition Collateral for the Cash
Collateral Period or any subsequent period in which the Debtors
are permitted to use Cash Collateral pursuant to the Final Cash
Collateral Order and without prior written consent of the
Prepetition Secured Parties.

Notwithstanding the objections of the Prepetition Secured
Parties, the Cash Collateral may be used by the Official Committee
of Unsecured Creditors to object to or contest the Prepetition
Secured Loans or the Prepetition Liens, or to assert or prosecute
any actions, claims or causes of action against any of the
Prepetition Secured Parties without the consent of the applicable
Prepetition Secured Parties, the Court ruled.

To address the previous objection of Red River/El Dorado 6500,
L.L.C., and Rancho Sierra Vista, L.L.C. to the Third Cash
Collateral Motion, Judge Olson further ruled that liens granted
under the First, Second, Third and Fourth Cash Collateral Orders,
including Adequate Protection Liens, do not prime the valid
prepetition liens and interests, if any, of Red River and Rancho
Sierra.  Any language of the Cash Collateral Orders will have no
effect on Red River's and Rancho Sierra's rights to defend any
challenge to the validity, extent, priority, perfection or
enforceability of their deeds of trust and covenants that run with
their land.

A full-text copy of the Fourth Final Cash Collateral Order dated
September 24, 2009, is available for free at:

   http://bankrupt.com/misc/Tousa_4thFinalCashCollOrd.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: Commences Filing of Omnibus Claims Objections
---------------------------------------------------------
Tribune Co. has begun filing omnibus claims objections with the
Bankruptcy Court.

In their first omnibus claims objection, the Debtors seek the
Court's authority to modify each of the disputed claims that fail
to specify the particular Debtor against which the claim is
asserted.  A schedule of the No Debtor Asserted Claims is
available for free at:

        http://bankrupt.com/misc/Tribune_1stOmnibus.pdf

In their second omnibus claims objection, the Debtors ask the
Court to disallow in full and expunge each of the disputed claims
that have been amended and superseded by another claim
subsequently filed against them on behalf of the same claimants in
respect of the same liabilities.  A schedule of the Amended Claims
is available for free at:

        http://bankrupt.com/misc/Tribune_2ndOmnibus.pdf

In their third omnibus objections, the Debtors ask that the Court
disallow in full and expunge each of the claims that have been
amended and superseded by another claim subsequently filed against
the Debtors by or on behalf of the same claimants in respect of
the same liabilities.  A schedule of the Amended Claims is
available for free at:

        http://bankrupt.com/misc/Tribune_3rdOmnibus.pdf

In their fourth omnibus claims objections, the Debtors ask the
Court to disallow in full and expunge each of the Disputed Claims
representing duplicate claim for the same debt, in the same
amount, already represented by another claim filed against the
same Debtor by the same creditor.  A list of the Duplicate Claim
is available for free at:

        http://bankrupt.com/misc/Tribune_4rthOmnibus.pdf

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.  The newsletter
also provides complete coverage of the omnibus claims objections,
responses by claimants to those objections and the orders entered
by the court in connection with those objections.
(http://bankrupt.com/newsstand/or 215/945-7000)

                         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.


TRIBUNE CO: Law Debenture Withdraws Zell-Probe Motion
-----------------------------------------------------
Tribune Co. the Creditors' Committee, JPMorgan, Citigroup Global
Markets, Inc., Merrill Lynch Capital Corporation, Merrill, Lynch
Pierce, Fenner & Smith, Inc., Morgan Stanley & Co., Inc.,
Valuation Research, the Foundations, and Law Debenture have
agreed to settle a motion by Law Debenture for an FRBP Rule 2004
discovery on Tribune, its former shareholders and financers in
connection with Tribune's 2007 levereged buy-out by entering into
a confidentiality stipulation.

On September 25, 2009, Judge Carey approved the parties'
stipulation.

The Stipulation provides that parties will provide Law Debenture
with copies of the documents they have produced and will produce
to counsel for the Committee, subject to the provisions of the
Confidentiality Agreement entered into by the parties on
September 23, 2009.

The Producing Parties agree that in the event the Committee takes
depositions of current or former employees of the Producing
Parties, Law Debenture's counsel may participate and ask non-
duplicative questions at those depositions.

The Stipulation further provides that the Motion is voluntarily
withdrawn without prejudice, including without prejudice to the
rights of the parties to seek or object to discovery in the
future and to seek or object to the appointment of an examiner as
sought in the Motion.

A full-text copy of the Confidentiality Agreement is available
for free at:

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

          Law Debenture's Withdrawn Motion for Probe

The Law Debenture Trust Company of New York, as successor
indenture trustee for 18% of the senior notes issued by Tribune,
asked 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.

Deutsche Bank Trust Co. Americas, the indenture trustee for the
other 82% of the senior notes, supported the motion by Law
Debenture.  Deutsche Bank is a member of the Creditors Committee.
The senior notes as a group represents less than 10% of the
outstanding debt of Tribune.

Wilmington Trust Company, successor indenture trustee for the
exchangeable subordinated debentures due 2029 in the aggregate
principal amount of $1.2 billion issued by Tribune, is also
supporting the probe.  WTC, which is also a member of the
Creditors Committee, says that a probe should be conducted, noting
among other things that Mr. Zell has admitted that the leveraged
buyout was a mistake.  WTC says that the estates hold "very
significant causes of action" arising from the buyout.

Various parties objected to Law Debenture's proposal.

The Creditors Committee and Tribune opposed having multiple
parties conducting independent discovery on the LBO.  The
Committee says that that Law Debenture wants to pursue its
parochial goals without any need to balance the diverse interests
of various unsecured creditor interests.

J.P. Morgan Chase Bank N.A., Merrill Lynch Capital Corporation,
Robert R. McCormick Foundation, and Valuation Research
Corporation, which are targets of a potential litigation by the
bondholders, also opposed the probe.

JPMC is a member of the Creditors Committee.  Merrill resigned
from the Committee on Sept. 9.  JPMC and Merrill said they recused
themselves from the Committee's review of the LBO because they or
their corporate affiliates participated in the LBO financing.
JPMC says that Law Debenture has no standing to pursue a
fraudulent conveyance claim on behalf of Tribune.

Noting that Law Debenture may also seek depositions from current
and former shareholders, The Robert R. McCormick Foundation and
Cantigny Foundation say that subjecting them to examination is not
necessary to establish fraudulent conveyance claims.  The
Foundations noted that Tribune was a public company required to
report to the Securities and Exchange Commission with respect to
the material aspects of the LBO.  "Any examination of the
Foundations would, therefore, not be to identify potential claims
of the estate but rather to serve as an end-run around the
protections that would be afforded the Foundations under the
Bankruptcy Code if an avoidance action were filed.

                         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.


TRIBUNE CO: TNM Wants to Sell Hicksville Property for $4.65 Mil.
----------------------------------------------------------------
Debtor Tribune NM, Inc., seeks the authority of Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
to sell its property located in Hicksville, New York, to Steel
Tribune, LLC, for $4,650,000.

The Debtor tells the Court that the Hicksville Property provides
limited, if any, value to its business operations.  The Debtor
adds that it has already ceased all business operations at the
Hicksville Property, and it does not anticipate utilizing the
Hicksville Property as part of its business operations going
forward.

TNM seeks to sell the Hicksville Property to the Purchaser free
and clear of all existing liens, claims, and encumbrances.

The Hicksville Property is a commercial property consisting of
approximately 88,000 feet over 5.24 acres, located 30 miles from
Manhattan.  Historically, the Hicksville property housed
newspaper inserting equipment used in connection with Newsday, a
Long Island, New York-based newspaper that was formerly owned
indirectly by Tribune Company.  The Debtor began marketing the
Hicksville Property for sale in November 2006, and it has
remained on the market continuously since that time.  In mid-
2007, the inserting equipment was moved to another Newsday
facility, leaving the Hicksville Property vacant.

The Debtor initially attempted to market the Hicksville Property
on its own.  When those efforts failed to generate appropriate
offers for the Hicksville Property, in an effort to invigorate
the sale process, TNM re-listed the Hicksville Property with
prominent commercial real estate broker Cushman & Wakefield in
April 2008.  The Broker has actively and aggressively marketed
the Hicksville Property, including distributing approximately
1,000 pieces of direct mail advertising, 500 email brochures, and
500 print flyers to potential users and investors, and sending a
"broker email blast" once every three weeks.

TNM relates that it received three offers from prospective
buyers, including that of the Purchaser.  The first offer was for
$8,300,000 and was received in August 2008, but later withdrawn
due to lack of financing.  The second offer was for $9,000,000
and was also received in August 2008.  The offer was also
subsequently withdrawn due to financing issues.

Of the Purchase Price, $1,000,000 will be due in cash from the
Purchaser immediately upon the closing date for the sale of the
Hicksville Property and the balance will be financed by TNM over
a one-year term, with a balloon payment due at maturity.  The
Purchaser's obligation will be secured by a mortgage on the
Hicksville Property in favor on TNM.

Within five days of the execution of the Sale Agreement, the
Purchaser will deposit $200,000 in earnest money that will be
non-refundable after the expiration of the Purchaser's study
period.  The Sale Agreement contemplates that the Closing Date
will occur 30 days from the expiration of the Study Period,
subject to the provisions permitting further extension contained
in the Sale Agreement, but, in any event, no later than
December 4, 2009.

During the Study Period, the Purchaser has the ability to
terminate the Sale Agreement.  The Purchaser also has the right
to terminate the Sale Agreement in the event that the Bankruptcy
Court's order approving the sale of the Hicksville Property
pursuant to the Sale Agreement is not delivered to the Purchaser
by November 4, 2009.

In a declaration filed with the Court, Stephanie Pater, director,
real estate of Tribune Company, tells the Court that the
Hicksville Property has remained on the market during the
negotiations with the Purchaser, and TNM has not received any
further offers or expressions of interest.  Moreover, Ms. Pater
notes, TNM was informed by its broker that the longer the
Hicksville Property stays on the market, the more likely the
selling price will decline as new properties become available.
Thus, Ms. Pater notes, TNM believes that further marketing
efforts for public sale are unlikely to result in higher and
better offers for the Hicksville Property and, as a result, that
the Court should order that no other or further marketing process
for the Hicksville Property is required and that the sale of the
Hicksville Property may proceed by private sale to the Purchaser.

A full-text copy of the Sale Agreement is available for free
at http://bankrupt.com/misc/TribuneNM_SaleAgreement.pdf

                         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.


TRIBUNE CO: Seeks $67 Million in Manager Bonuses
------------------------------------------------
Tribune Co. asked the Bankruptcy Court at the hearing on
September 25, 2009, to approve its request to dole out up to
$67 million in bonuses as motivation for top managers working to
keep the Debtors alive in a difficult environment for the media
industry.

Testifying before the Court, Chief Financial Officer Chandler
Bigelow III said the bonuses would help "incentivize our key
managers to battle all of the intense challenges that
unfortunately our local media businesses are facing," the
Associated Press reported.  Mr. Bigelow noted that Tribune Co.'s
advertising revenue in publishing is down 29% compared with 2008,
and broadcasting revenue is off 23%.

The money would be paid to the 720 top editors, television station
managers and executives should the company end the year with $424
million in operating cash flow, company attorney Jonathan D.
Lotsoff said during the hearing.  About half of the bonuses, $32
million, would go to the top 21 corporate officers.

The proposed bonuses are opposed by company unions representing
some of Tribune's reporters and other employees.  Union officials
say the maximum bonus amount is almost $70 million when smaller,
discretionary bonuses are added.

"The Debtors cannot justify a $69.9 million payout to seven
hundred-plus executives, including the top ten, while
simultaneously pleading financial difficulties to the lower level
workers who report and write the stories, sell the adds, produce
the paper, and handle the broadcasts," Christopher P. Simon,
Esq., at Cross & Simon, LLC, in Wilmington, Delaware, wrote for
the Washington-Baltimore Newspaper Guild.

Mr. Simon added in a court filing that the proposed bonuses to the
top executives are excessive and may, in fact, have a detrimental
effect on motivating others who contribute to the bottom line.
"Indeed, the payment of disproportionate bonuses to a select group
of executives may have the opposite effect on the rank-and-file
employees," he further argues.

                         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.


UAL CORP: Sees "Signs of Encouragement" on Demand
-------------------------------------------------
John Hughes at Bloomberg reports that UAL Corp.'s United Airlines
sees "signs of encouragement" on fuller planes and a pickup in
leisure travel, Chief Executive Officer Glenn Tilton said.

"Very, very gradually, and I have to say slowly, we are seeing
signs of encouragement," Mr. Tilton told reporters in Chicago
Sept. 25 after a speech.  "It's no longer getting worse."

Leisure travel strengthened during the summer months and
planes have been fuller after carriers reduced the number of
seats for sale, Mr. Tilton said.  United will need to see a
rebound in demand from business travelers before the carrier can
"experience something on the order of 2007," when United
posted a net income of about $400 million, he said.

UAL has reported net losses in six of the past seven quarters.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Court to Hear Proposed Closing Decree on Oct. 13
----------------------------------------------------------
UAL Corporation and its debtor affiliates' request from the U.S.
Bankruptcy Court for the Northern District of Illinois for a final
decree closing their Chapter 11 cases will be heard on October 13.
The Hearing has been adjourned by the Court since the July 29,
2009, original hearing date.

Section 350(a) of the Bankruptcy Code provides that after an
estate is fully administered and the court has discharged the
trustee, the court will close the case.  Erik W. Chalut, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, has said that since
the effective date of the Debtors' Confirmed Second Amended Plan
of Reorganization, the Debtors have worked diligently to implement
the Plan.

In separate filings, these parties filed responses to UAL
Corporation and its debtor affiliates' Motion to Close their
Chapter 11 cases:

  * United States of America;
  * UMB Bank, N.A.;
  * Regional Airports Improvement Corporation;
  * The California State Board of Equalization;
  * Regen Capital I, Inc., N.A.; and
  * Barnita P. Vann

The United States of America, on behalf the Equal Employment
Opportunity Commission and the General Services Administration,
objects to the entry of a final decree in the Debtors' Chapter 11
cases until the (i) EEOC's motion for leave to file an amended
administrative expense claim, and (ii) the United's objection to
the prepetition claims of GSA have been fully resolved.

UAL insists that the Chapter 11 Cases need not be open to Resolve
contested matters.  In light of the Chapter 11 circumstances, the
existence of the adversary proceedings should not preclude the
entry of a final decree, UAL asserts.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Discovery on U.S. GSA's $12.5 Mil. Claim Ongoing
----------------------------------------------------------
UAL Corp. and its affiliates and the U.S. Government, on behalf of
the General Services Administration, entered into a court-approved
stipulation governing any discovery conducted by the parties and
the disclosure of any information obtained in that discovery.

The Debtors and GSA have begun discovery on a dispute concerning
GSA's Claim No. 44651, as amended, asserting $12,468,615.  Trial
on the dispute is scheduled to commence on October 6, 2009.

The parties agreed that confidential information that is produced
or disclosed in connection with the Dispute will be used solely
for the Dispute.  The Confidential Information will not be
communicated in any matter without the prior consent of the
producing party to anyone other than: (i) inside and outside
counsel for the parties; (ii) the Court and its personnel; (iii)
consultants or experts retained specifically for the Contested
Matter; and (iv) witnesses incident to their depositions or trial
examinations.

The Debtors and GSA will have access to any documents filed under
seal without further order of the Court.  If the parties seek
discovery from any third party, the third party may avail itself
of the protections if the protective stipulation.  Moreover, a
party may ask the Court to rule that a document or other
information designated as Confidential Information is not entitled
to that designation, provided that the disputing party made a good
faith effort to resolve the issue with the parties.

The Debtors also withdrew documents appending copies of the
Protective Stipulation, citing that those documents were
erroneously filed.

Judge Wedoff acknowledged the Debtors' withdrawal of the
documents.

                  GSA Seeks to Continue Trial

In two separate requests, the GSA asked the Court to extend
deadlines with respect to the trial on the GSA Claim to these
dates:

  * January 2010 -- deadline for closing of discovery

  * mid-February 2010 -- deadline for exchange and filing of
                         witness and exhibit lists and for
                         motions in limine or objections to the
                         admission of exhibits

  * February 2010 -- trial date

Margaret M. Newell, Esq., in the civil division of the United
States Department of Justice, in Washington, D.C., said the sought
extensions are necessary to give the GSA adequate time to complete
discovery and prepare for trial.  She stressed that a stipulation
of facts is critical because it will limit the extremely detailed
factual case that will need to be presented to prove well over
20,000 discrete overcharge and unused ticket claims.  Moreover,
once the parties agree on these basic facts, they will be in a
better position to reach a consensual settlement that could
obviate this litigation altogether, she said.

In response to the GSA's Extension Motion, Debtors' counsel
Michael B. Slade, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, argued that no reason exists to extend the discovery
timeline or continue the trial date as both parties are nearly
finished with their document productions.  The only outstanding
discovery items are GSA's 100,000 requests for admission and GSA's
recent request for a full extra month access to United's
computerized ticket archives, neither of which justifies an
extension, he points out.

                           *    *    *

Subsequently, pursuant to an agreement between the Debtors and
GSA, the Debtors withdrew their (i) Motion to Approve Protective
Order and related motion for expedited consideration; and (ii)
response to the GSA's Motion to Continue Trial Date.  For its
part, the GSA withdrew its Motion to Expedite Consideration of the
Motion to Continue Trial Date.

The Court acknowledged the Debtors' and the GSA's withdrawal of
the documents.

Judge William V. Altenberger of the United States Bankruptcy Court
for the Northern District of Illinois grants GSA's Motion to
Continue Trial Date, pursuant to an agreed amended trial order,
which is yet to be filed in the Debtors' dockets.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Regen to Appeal Order Disallowing AT&T Claims
-------------------------------------------------------
Regen Capital I, Inc., wants the U.S. District Court for the
Northern District of Illinois to review whether the United States
Bankruptcy Court for the Northern District of Illinois erred in:

(a) holding that Regen was assigned from AT&T Corp. only a
     naked general unsecured claim and not a right to payment of
     a cure claim under Section 365(b)(1)(A) of the Bankruptcy
     Code arising out of the Debtors' assumption of the 10
     underlying contracts and in light of the letter dated July
     6, 2005, from Jeffrey Clarke, AT&T's bankruptcy manager, to
     Regen;

(b) finding that the AT&T Authorization Letter was either (i)
     inadmissible under the parol evidence rule because there
     was no ambiguity in the applicable language of the
     Assignment Agreement; or (ii) assuming that there was
     ambiguity in the applicable language of the Assignment
     Agreement, entitled to no weight at all because it was
     dated more than three years after the date of the
     Assignment Agreement;

(c) holding that the Debtors did not assume the AT&T Contracts
     pursuant to the Debtors' Confirmed Second Amended Joint
     Plan of Reorganization and Section 365 upon entry of the
     Confirmation Order, given that (x) the AT&T Contracts were
     included on the schedule of Assumed Contracts and Leases
     assumed under the Plan and the Debtors did not subsequently
     amend the Assumed Contract List to exclude the AT&T
     Contracts, as they were entitled to do under the Plan for a
     30-day period post-confirmation, and as they did with other
     contracts; and (y) the Plan, which was drafted by the
     Debtors' counsel, did not provide for (i) a conditional
     assumption of the AT&T Contracts, (ii) a deemed assumption
     of the AT&T Contracts or (iii) a right to a nunc pro tunc
     rejection of the AT&T Contracts;

(d) its interpretation of the case of In re U.S. Wireless Data,
     Inc., 547 F.3d 484 (2d Cir. 2008), by not finding that
     Regen held a cure claim and not a general unsecured claim,
     upon the assumption of the AT&T Contracts;

(e) implicitly finding that the reservation of rights in the
     Plan permitted the Debtors to retroactively reject the AT&T
     Contracts, more than three and half years after they were
     assumed by the Debtors under the Plan, without paying any
     cure claim;

(f) permitting the Debtors to receive all of the benefits
     provided under the AT&T Contracts for more than three years
     and a half after the Plan confirmation and their assumption
     under the Plan without providing any cure of existing
     defaults to Regen, as assignee of AT&T by the Debtors'
     alleged rejection of the AT&T Contracts;

(g) not finding that the Debtors' alleged rejection of the AT&T
     Contracts years following their assumption by the Debtors
     resulted in Regen holding a cure claim that is entitled to
     be treated as an administrative claim under Sections
     365(g)(2)(A) and 503 of the Bankruptcy Code;

(h) finding that Regen had no right to payment of a cure claim
     under Section 365;

(i) disallowing Regen's amended cure claim; and

(j) not permitting Regen to take discovery that it has served
     prior to issuing the order disallowing Regen's amended cure
     claim.

Regen also wants the District Court to review whether the language
of the Plan supports the finding of the Bankruptcy Court that any
assumption of contracts under the Plan was only a conditional
assumption.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UNUM GROUP: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba1 (stable outlook) debt
rating to the $300 million fixed rate senior unsecured notes,
maturing September, 2016, to be issued by Unum Group (Ba1 for
senior debt).  The proceeds of the notes are expected to be used
principally to repay $225 million of debt maturing in 2011.  The
notes are a drawdown from a shelf registration filed in December,
2008.

According to Moody's vice president and senior credit officer, Ann
Perry, "from an analytic perspective, Moody's will treat these
notes as financial leverage since the 2011 debt that is being pre-
funded is meaningfully more than twelve months from its maturity
date, which is Moody's standard limit for considering such a debt
issuance as operating leverage.  However, since this issuance will
only slightly increase the company's financial leverage and
decrease its cash coverage relative to year-end 2008, and the
company will benefit from the additional holding company
liquidity, Moody's view the capital raise as credit-neutral."

The rating agency commented that Unum's Ba1 senior debt rating
reflects the company's leading market share in the group long-term
and individual disability markets.  The rating benefits from the
company's access to a huge claims database, its focus on claims
management and return-to-work programs, its position in the group
life market, and a solid presence in the growing worksite
marketing area.  These strengths are tempered by Unum's
concentration of earnings in the volatile group and individual
disability businesses, continuing strong competition in the group
disability and group life markets, moderate financial leverage,
and the susceptibility to earnings compression, particularly in
periods of economic stress.

Unum Group is headquartered in Chattanooga, Tennessee.  At
June 30, 2009, Unum had total assets of $51.3 billion and total
shareholders' equity of approximately $7 billion.

Moody's last rating action on Unum Group was on June 9, 2009, when
the rating agency affirmed Unum's ratings (senior debt at Ba1)
with a stable outlook.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


US SHIPPING: Files Third Amended Joint Chapter 11 Plan
------------------------------------------------------
U.S. Shipping Partners L.P. and its debtor-affiliates delivered to
the Hon. Robert D. Drain of the U.S. Bankruptcy Court for District
of Southern District of New York a third amended joint Chapter 11
plan of reorganization with non-substantive, technical adjustments
and modifications.

A hearing to consider the confirmation of the amended plan is set
for Oct. 1, 2009, at 10:00 a.m., One Bowling Green, Room 610 in
New York.  Objections, if any, are due Sept. 25, 2009, at 4:00
p.m.

Under the amended plan, unsecured creditors are expected to
receive a pro rata share in cash from a fund in an amount equal to
$300,000 if they accept the plan.  Otherwise, unsecured creditors
will get $100,000.  In addition, general unsecured claims, that
are insured claims, will be paid in the ordinary course of
business from the proceeds of any insurance policy covering the
allowed claim.

All prepetition equity interests will be deemed cancelled.

The Official Committee of Unsecured Creditors, SEACOR Holdings
Inc., and National Steel and Shipbuilding Company object to the
Debtors' amended plan, arguing that it failed to satisfies the
"best interest" test of section 1129(a)(7) and unfairly
discriminates amongst similarly situated creditors in violation of
Section 1129(b) of the Bankruptcy Code.

According to the objection, the Committee, as a fiduciary to
holders of general unsecured claims, sees no choice but to contest
confirmation of the plan given that it provides no value to the
unsecured creditors for tens of millions of dollars of
unencumbered potential avoidance claims against:

  * non-insider transferees of approximately $29.5 million in
    preferential transfers;

  * insider transferees of $7.5 million in preferential transfers;

  * an indenture holding a $566,000 preferential transfer;

  * the Secured Parties, which, as of the Petition Date, had not
    properly perfected their security interests in a Tug and Barge
    worth more than $40 million; and

  * the recipients of more than $40.4 million in equity dividends
    paid while the Debtors were likely insolvent.

A full-text copy of the Debtors' amended plan is available for
free at http://ResearchArchives.com/t/s?45af

U.S. Shipping Partners L.P. -- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


VASPIAN LLC: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Vaspian, LLC, has filed for Chapter 11 Bankruptcy protection in
the U.S. Bankruptcy Court for the Western District of New York.

David Bertola at Business First of Buffalo relates that co-owner
Greg Schreiber is working at Vaspian to finalize letters to his
450 clients to tell them of the Chapter 11 filing, and that their
service will continue.  Business First relates that Mr. Schreiber
will mail them out by September 25.

The decision to file for bankruptcy is part of a re-organization
and no workers had been laid off, Business First relates, citing
Mr. Schreiber.

Buffalo, New York-based Vaspian, LLC, is founded by Greg Schreiber
and Brian Hurley, who is also the Company's CEO.  Since 2004,
Vaspian has provided business telephone systems, computer
networks, voice over IP, cabling, and consulting.


VECTRIX CORPORATION: Files Chapter 11 to Sell to GH Venture
-----------------------------------------------------------
Vectrix Corporation said Sept. 28 it has entered into an asset
purchase agreement to sell most of its assets to New Vectrix LLC,
a Delaware limited liability company sponsored by GH Venture
Partners LLC.  As part of the agreement, Vectrix has filed a
voluntary petition for relief under Chapter 11 in Wilmington,
Delaware whereby the sale of the assets, including its stock
ownership of its European subsidiaries, will be effected pursuant
to 11 U.S.C. Sec. 363.

The assets will be sold pursuant to a sales and procedures order
that is anticipated to be approved by the Bankruptcy Court to
either New Vectrix LLC or to another buyer who is determined by
the Bankruptcy Court to have offered a higher and better bid for
the assets of the Company.  During this process, the Company
expects to continue normal business operations consistent with its
obligations as a chapter 11 debtor-in-possession company under the
jurisdiction of the Bankruptcy Court.  The Company's subsidiary,
Vectrix Poland Sp. z.o.o., will continue to produce the Vectrix
bike and will provide customers with accessories, spare parts and
technical support.

Commenting on the sale, Mike Boyle, CEO of Vectrix, said, "This
transaction provides a platform to continue the Vectrix brand and
its advanced electric vehicle technology.  We want to express our
appreciation to our partners and customers for their continued
patience and support during this transition."

                           Terms of APA

Under the Asset Purchase Agreement, New Vectrix LLC would purchase
substantially all of the Company's assets and assume certain of
the Company's liabilities through a supervised sale under Section
363 of the Bankruptcy Code.  Providing New Vectrix LLC is the
winning bidder they have also agreed to extend warranty coverage
on the Vectrix vehicles previously sold to dealers and consumers
up to a $2,000,000 cap for claims filed 60 days post-petition.
The total purchase price consists of a cash payment of $1,750,000
plus the assumption of up to $3,306,000 in specified liabilities
for a total purchase price of up to $5,056,000, but is subject to
higher and better bids, approval of the Bankruptcy Court and
customary closing conditions.  The Company expects to engage in a
bidding process with other interested parties.  Those interested
in submitting bids should contact John D. McGuinness, Chief
Financial Officer, at 401-848-9993 ext 103, or via email at
jmcguinness@vectrixusa.com, as soon as possible as competing bids
are expected to be due by October 27, 2009.

The Company's report and accounts for the year ended September 30,
2008 will not be published before September 30, 2009. On that
date, trading on AIM in the Company's securities will have been
suspended from trading for six months, and as a consequence of AIM
Rule 41 those securities' admission to AIM will be cancelled with
effect from October 1, 2009.

                     About Vectrix Corporation

Vectrix Corporation (AIM: VRX) -- http://www.vectrix.com/was
formed in 1996 to develop and commercialize zero-emission vehicle
platform technologies focused on two-wheel applications.  The
single focus of Vectrix has been to provide clean, efficient,
reliable and affordable urban transportation. Vectrix Corporation
has headquarters in Middletown, R.I., engineering and test
facilities in New Bedford, Mass., sales offices in the UK and a
manufacturing facility in Wroclaw, Poland.


VERENIUM CORP: Holder Swaps $1.9MM 5.5% Notes for $893K 9% Notes
----------------------------------------------------------------
Verenium Corporation on September 23, 2009, entered into a
privately negotiated Exchange Agreement with an existing holder of
its 5.5% Convertible Senior Notes due 2027 which were initially
issued in 2007.

The existing holder of the 5.5% Notes agreed to exchange
$1,986,000 in aggregate principal of the 5.5% Notes, for $893,000
in aggregate principal amount of the Company's 9% Convertible
Senior Secured Notes due 2027.  The $893,000 of New Notes will
also be issued pursuant to the Company's Indenture, dated as of
September 1, 2009, by and between the Company and Wells Fargo
Bank, National Association, as trustee.  The New Notes will be
subject to the same terms and conditions as the Company's
outstanding 9.0% Convertible Senior Secured Notes due 2027.

The Company offered the New Notes to such holder of the 5.5% Notes
in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder.

Shares of the Company's common stock, into which the New Notes
will be convertible, have been reserved for issuance by the
Company and listed on The NASDAQ Global Market.

In connection with the issuance of such New Notes and the
Company's planned common stock reverse stock split, the Company
intends to enter into a First Supplemental Indenture, by and
between the Company and the Trustee, to reflect the aggregate
increase in the Company's outstanding New Notes and to reflect the
current conversion rate, conversion price, and fundamental change
make whole table applicable to the New Notes after giving effect
to the Company's common stock reverse stock split.  The Company
intends to file the First Supplemental Indenture with its next
Quarterly Report on Form 10-Q.

As a result of the exchange of the 5.5% Notes for the New Notes,
additional unregistered equity securities of the Company may be
issued upon conversion of the New Notes.  After giving effect to
the Company's common stock reverse stock split, the conversion
price of the New Notes is currently $9.60 per share of common
stock compared to the current conversion price of the exchanged
5.5% Notes of $76.80 per share of common stock.


VILLAGE IN ROANOKE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Village in Roanoke, L.P.
        405 Atlantis Road, Suite B
        Cape Canaveral, FL 32920

Bankruptcy Case No.: 09-72431

Chapter 11 Petition Date: September 25, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: Alton B. Prillaman, Esq.
                  Osterhoudt, Prillaman, Natt, Helscher,
                  Yost, Maxwell & Ferguson, PLC
                  3140 Chaparral Dr., Suite 200-C
                  Roanoke, VA 24018
                  Tel: (540) 725-8188
                  Email: aprillaman@opnlaw.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/vawb09-72431.pdf

The petition was signed by James Kincaid, partner of the Company.


WVF ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: WVF Acquisition, LLC
          dba WV Fiber Acquisitions
          dba WV Fiber
        3500 NW Boca Raton Boulevard, Suite 901
        Boca Raton, FL 33431

Bankruptcy Case No.: 09-30483

Chapter 11 Petition Date: September 27, 2009

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

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  Email: bshraiberg@sfl-pa.com

Estimated Assets: $0 to $50,000

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/flsb09-30483.pdf

The petition was signed by Broadbandone Inc., managing member of
the Company.


YOUNG BROADCASTING: Files Joint Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
Young Broadcasting Inc. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a joint Chapter
11 plan of reorganization, wherein the reorganized Debtors will
issue the reorganized Young common stock, and distribute and
deliver it to New Young Broadcasting Holding Co. Inc., a new
corporation created for the purpose of (i) owning 100% of the
reorganized Young common stock issued under the Plan and (ii)
issuing the Holdco securities, among other things.

Under the plan, the Debtors will be deemed consolidated for these
purposes:

   -- no distributions will be made under the Plan on account of
      the Intercompany Claims;

   -- all guaranties by any of the Debtors of the obligations of
      any other Debtor arising prior to the Effective Date will
      be deemed eliminated so that any Claim against any Debtor
      and any guaranty thereof executed by any other Debtor and
      any joint and several liability of any of the Debtors will
      be deemed to be one obligation of the deemed consolidated
      Debtors; and

   -- each and every Claim filed or to be filed in the
      reorganization case of any of the Debtors will be deemed
      filed against the deemed consolidated Debtors and will be
      deemed one Claim against and obligation of the deemed
      consolidated Debtors.

The Debtors said that the consolidation, however, will not
affect (i) the legal and organizational structure of the Debtors;
(ii) Intercompany Claims by and among the Debtors; (iii) pre- and
post-Commencement Date guaranties, liens, and security interests
that are required to be maintained in connection with executory
contracts or unexpired leases that were entered into during the
reorganization cases or that have been or will be assumed by
Holdco, pursuant to the Plan; and (iv) distributions out of any
insurance policies or proceeds of the policies.

Distributions under the Plan will be made from the Debtors'
existing assets, including with cash the Debtors have on hand and
cash generated by the operations of the Reorganized Debtors, from
availability under the exit facility, and from Holdco as provided
under the Plan:

* Holdco Notes:   On the Effective Date, Holdco will issue the
                   Holdco Notes for distribution to Holders of
                   Prepetition Lender Claims in partial
                   satisfaction of such Prepetition Lender Claims.

* Holdco Common
   Stock:          On the Effective Date, Holdco will issue the
                   Holdco Common Stock for distribution to certain
                   Holders of Prepetition Lender Claims in partial
                   satisfaction of such Prepetition Lender Claims.

* Holdco Lender
   Warrants:       On the Effective Date, Holdco will issue the
                   Holdco Lender Warrants for distribution to
                   certain Holders of Prepetition Lender Claims in
                   partial satisfaction of such Prepetition Lender
                   Claims.

* Noteholder
   Warrants:       On the Effective Date, except as otherwise set
                   forth in the Plan, Holdco will issue the
                   Noteholder Warrants for distribution to Holders
                   of Allowed Noteholder Claims in full and final
                   satisfaction of the Allowed Noteholder Claims.

A full-text copy of the Debtors' Joint Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?45aa

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


ZOUNDS INC: Emerges From Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Angela Gonzales at Phoenix Business Journal reports that Zounds,
Inc., has been purchased out of bankruptcy by a group of its
previous investors headed by Derwood Chase and Michael Stewart for
$3 million.

Phoenix Business Journal quoted Zounds founder Sam Thomasson as
saying, "I'm very confident we'll be able to raise additional
capital.  We may raise another $10 million this year."

According to Business Journal, Mr. Thomasson will remain as
president and CEO.  The report says that Mr. Thomasson closed 29
mall locations, saying, "We've moved away from the mall concept."
Zounds is focusing on less expensive strip mall locations closer
to its older customer base.

Business Journal relates that Mr. Thomasson expects to open five
Phoenix locations in the next six weeks.  "We're opening these
regional stores for rents that are 20 percent of what they would
cost in a mall.  We can get five stores for (the cost of) one in a
mall.  We can build strip center (locations) for $25,000 to
$30,000," the report quoted Mr. Thomasson as saying.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


* U.S. Holiday Sales to Rise 1%, ICSC Forecasts
-----------------------------------------------
Holiday retail sales in the U.S. may rise 1 percent this year as
consumer confidence improves, Cotten Timberlake at Bloomberg
reported, citing a forecast by New York-based International
Council of Shopping Centers.

The ICSC forecasts sales at U.S. stores open at least a year will
climb in November and December after falling 5.8% in the same
period a year earlier.  It includes Target Corp., Macy's Inc. and
other chains in the calculations.

According to the report, confidence among U.S. consumers rose this
month to the highest level since January 2008 as the pace of job
losses slowed, according to the Reuters/University of Michigan
final index of consumer sentiment.  Some retail capacity has been
removed, and remaining stores are stronger, the ICSC said.  Leaner
inventories will help retailers avoid heavy and unplanned
discounting, the trade group said.


* Professionals Who Led 5 Turnarounds to be Honored by TMA Oct. 8
-----------------------------------------------------------------
In 2009, corporate restructuring talent helped save the companies
involved with Twinkies, the plastic in soda bottles, and the
equipment that often stores these products, and contributed as
well to other turnaround successes.  The 11 professionals who made
this happen did so in spite of the economic downturn, a pervasive
credit crisis, and the legal obstacles to restructuring created in
the wake of bankruptcy legislation.  They are recipients of the
Turnaround of the Year and Transaction of the Year Awards from the
Turnaround Management Association (TMA), the only international
non-profit association dedicated to corporate renewal and
turnaround management.

These winners will be honored during the October 8 keynote
luncheon at the TMA Annual Convention, October 7-9, at the J.W.
Marriott Desert Ridge, Phoenix, Arizona:

Turnaround of the Year Awards for individuals or teams who
orchestrated the most successful turnaround in these categories:

Large Company Turnaround ($300 million USD or greater in revenue):
Wellman Inc. Jonathan S. Henes, Kirkland & Ellis LLP, led the
turnaround team.

Wellman Inc., a South Carolina-based manufacturer, was the second
largest United States producer of PET resin, used mainly in
plastic beverage bottles, and polyester fiber, used in apparel and
home furnishings. Wellman sold its products in a market in which
it differed little from its competitors and, by Fall 2007, faced
significant financial problems. Kirkland & Ellis and Lazard,
Freres & Co., LLC helped the company determine that a chapter 11
filing was in its best interest.

After several setbacks, the team helped Wellman streamline
operations around its core strength, PET resin, and painfully exit
the others, necessitating significant job losses. But, by the end
of January 2009 Wellman successfully emerged from bankruptcy
stronger than when it entered it. The company substantially
reduced its funded debt to $125 million and was able to obtain
exit financing and new money investment. As the judge in the case,
Hon. Stuart M. Bernstein, U.S. Bankruptcy Judge for the Southern
District of New York, declared, "...As far as I'm concerned, this
case is a poster child for what Chapter 11 is supposed to be."

Mid-size Company Turnaround (Revenue between $50 million and $300
million USD): Gerber Plumbing Fixtures LLC. The turnaround team
included:

    * Mitchell B. Rasky, team leader, The PrivateBank
    * Steven Buford, Bank of America
    * Robert Corsentino, The PrivateBank
    * Michael Werner, CEO, Globe Union Group Inc.

From its founding in 1932 until it faced bankruptcy and
liquidation in 2002, Gerber Plumbing Fixtures Corp., was a family-
owned plumbing manufacturer and distributor in Chicago, Illinois.
Its branded toilets and faucets were well known and highly
regarded by the trade, and for many decades the business was very
profitable. However, by not making the strategic changes necessary
to compete in a global economy, Gerber began to see its profits
circling the drain. The company was days away from liquidation by
its banks when Globe Union, an Asia-based, private label plumbing
manufacturer led by Michael Werner, offered Gerber a bridge loan
to forestall foreclosure and, by acquiring Gerber's assets, name
and established distribution, saved the Gerber brand and turned
Globe Union into a global competitor in the kitchen and bath
market.

Between 2003 and 2008 Werner and Globe Union globalized
manufacturing to reduce costs and improve quality, while
maintaining a presence in North America. By introducing hundreds
of products, including new 'green' water-saving faucets and
toilets, they revitalized product development. They raised
Gerber's profile even more among plumbing professionals and led
Gerber into the hospitality, commercial and residential builder
markets. Now, in spite of four years of a depressed housing market
in which sales of its competitors have been lagging, Gerber's
sales have increased by nearly 20%.

Small Company Turnaround (Revenue of $50 million or less USD):
Commercial Foodservice Repair, Inc. Kurt Herwald, CTP, Chandelle
Advisors Limited, led the turnaround team.

Commercial Foodservice Repair, Inc., headquartered in Greenville,
South Carolina (CFR), installs, maintains and repairs foodservice
equipment nationally. Customers are primarily chains of retail
stores and restaurants or their franchises. In 1990, its
acquisition of a significant portion of 7-Eleven's in-house
service operations made CFR into one of the largest service
providers to the convenience store industry, but it also brought
problems of scale into the service mix. Starting in the late
1990s, the company was experiencing losses of more than $100,000
per month before interest charges, debt was more than $8 million,
accounts payable were past due, management was in disarray, and
liquidation seemed the best solution.

Rebuilding fundamental business practices and processes is usually
beyond the scope of most turnarounds, more so when the business is
a pure service company. Chandelle Advisors was retained by CFR in
mid-2004 for what was only to be a six-month engagement, but
eventually committed to a longer term. Initially, the team
concentrated on improving fundamental service quality, then began
to gain control of CFR expenses, improve the quality and
perception of its services, and take a hard line on unprofitable
parts of the company. Successful turnarounds in the service
industry are rare compared to other sectors. This one proved that
the most critical element of a turnaround in the service sector is
to first ensure the company's service is of high quality, a point
often overlooked in the financial analysis.

Transaction of the Year Awards for individuals whose teams have
orchestrated the transaction (non-operational restructuring) with
the greatest impact in this category:

Large Company Transaction ($300 million USD or greater in revenue
at time of transaction): Interstate Bakeries Corporation. Robert
A. Campagna, primary financial advisor, Alvarez & Marsal North
America, LLC

    * J. Eric Ivester, counsel, Skadden, Arps, Slate, Meagher &
      Flom LLP
    * Lloyd A. Sprung, lead banker, Miller Buckfire & Co., LLC

At the time of its bankruptcy filing in September 2004, Interstate
Bakeries Corporation, Kansas City, Missouri, was the largest
wholesale baker and distributor of fresh baked bread and sweet
goods in the United States under such well-known national brands
as Wonder, Butternut, and Twinkies.  The company, organized around
10 profit centers, operated a number of bakeries and delivered
products to 200,000 food outlets.  Interstate had more than 32,000
employees, over 80% of whom were covered by one of 500 different
union contracts.

From 1999 to its filing, Interstate's finances were on a continual
and steep decline. Contributing to the company's poor performance
were declining sales as consumers were drawn to low-carbohydrate
diets, reducing the demand for white bread and other refined grain
products; inflexible fixed costs due to myriad collective
bargaining agreements; and higher energy and ingredient costs. In
the early stages of its chapter 11 filings, Interstate
restructured its profit centers, launched new products, and
modified union contracts. But profitability was not rising as fast
as the company's baked goods. By February 2007, new leadership and
a new five-year business plan intended to help the company emerge
from bankruptcy and attract either financing or buyers.

Finally, in September 2008 private-equity firm Ripplewood Holdings
proposed an equity investment of $130 million, coupled with
proposed debt financing, and 19,000 union employees took an equity
stake in Interstate and a profit-sharing plan in exchange for
labor concessions, saving the company more than $50 million
annually.  Negotiations concluded three days before the collapse
of Lehman Brothers and the resulting global credit market freeze.
Thanks to the transactional team's efforts to reach consensus
among key constituents in the chapter 11 cases, the plan was
confirmed in December 2008, incorporating a variety of significant
loans.  Completing the financial arrangements proved harder than
normal given the credit freeze.  Nonetheless, management, the
transactional team and thousands of employees persevered.  In
February 2009, Interstate Bakeries eventually emerged from chapter
11, saving 22,000 jobs and, like many of its famous products,
rising again as a competitive and viable business.

Mid-Size Transaction (Revenue between $50 million and $300 million
USD): Lyman Lumber Company. The transaction team co-leaders were:

    * James L. Baillie, Fredrikson & Byron, P.A.
    * Michael Knight, Alliance Management

From Albert Lyman's first lumber yard in 1897, Lyman Lumber
Company, Excelsior, Minnesota, evolved into an 11 company, 18-
division, vertically integrated manufacturer and distributor of
building material products to local and national home builders. By
2008, it was one of the top 20 largest professional dealer
lumberyards in the country.  Lyman also offered specialized
services to residential builders and was also engaged in real
estate development and lending to builders.  For more than 110
years, Lyman never lost money until, in 2007, it posted a
$7 million loss during the country's worst housing crisis in 50
years.

Oversupplies of residential inventory led to severe pricing
challenges and increased builder-customer demands concerning
quality, service and delivery terms.  Significant capital outlays
between 2003 and 2007 depleted its cash reserves.  In 2008, it was
forced to write down a large amount of its real estate assets,
causing an immediate borrowing ability crisis.  The company
quickly responded to its profit loss, partially caused by these
industry challenges, through liquidation, sales of company-owned
real estate, operations consolidation and staff reductions.
However, Lyman had a highly leveraged capital structure and found
itself cash-strapped when revenues started to fall. In March 2008,
when it became concerned about liquidity and its debt holders,
Lyman retained the law firm of Fredrikson & Byron, P.A. and the
consulting firm Alliance Management, Inc.  Lyman eventually chose
to pursue a comprehensive reorganization of the company and a
restructuring of its balance sheet outside of bankruptcy.  The
company presented its refinancing and debt restructuring plan to
its bank group in June 2008 and to all debt-holders in December
2008.

Without litigation or a bankruptcy filing, Lyman and its team
leveraged a complex and remarkable transaction by bringing nearly
200 creditor claims to resolution; letting shareholders retain
ownership; preserving nearly 700 jobs; paying creditors in full
over time; achieving a bank line under $20 million with more than
$12.5 million in availability; receiving approval that its debt
restructuring is in compliance with state and federal securities
laws; and earning time to implement its new business plan.  After
getting its house in order, Lyman is growing in market share and
has sufficient financing in place to continue through the term of
its new credit agreement.

Commenting on these winners, Mette H. Kurth, chair of TMA's 2009
Awards Committee and a partner with Arent Fox LLP in Los Angeles,
California, said "This year TMA selected a handful of turnaround
professionals who performed an exemplary service in guiding
companies, both large and small, through this difficult
environment, saving both companies and jobs in the process.  The
winners this year exemplify the ability of turnaround
professionals to apply unique solutions and tools to overcome
complex and challenging situations.  They also represent the
significant results that can be achieved by using well-executed,
textbook turnaround management techniques to transform a troubled
company of any size in a variety of industries."

The Chicago-based Turnaround Management Association has more than
9,000 members in 45 regional chapters who comprise a professional
community of turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.


* Kent Laber to Speak on DIP Financing at TexasBarCLE
-----------------------------------------------------
Kent Laber, senior managing director of Barrier Advisors, and Greg
Hesse, restructuring partner with Hunton & Williams, will speak on
the topic of Debtor in Possession (DIP) Financing during the 27th
Annual Advanced Business Bankruptcy Course offered through the
TexasBarCLE in Houston on Oct. 1-2.

Mr. Laber and Mr. Hesse will discuss "DIP Financing: Where is the
Liquidity to Reorganize and What Will it Cost You?" Part of a two-
day series on bankruptcy related issues, the panel discussion will
start at 12:30 p.m. on the afternoon of Friday, Oct. 2. in the
Norris CityCentre in Houston. For more information on the
TexasBarCLE Advanced Bankruptcy Course, contact the State Bar of
Texas at 800-204-2222.

Mr. Laber has more than 18 years experience in providing companies
and creditor groups with restructuring, consulting and accounting
advice. His experience includes turnaround consulting,
restructuring advisory, bankruptcy, mergers and acquisitions
advisory; including 363 sales in addition to buy-side and investor
due diligence.

To learn more about DIP Financing, or to get information on
Barrier Advisors please contact: Virginia Stuart at 214-521-8596
or vstuart@mbapr.com.

                      About Barrier Advisors

A nationally recognized financial advisory firm with offices in
Dallas, Texas and in Stamford, Conn., Barrier Advisors provides
special situations investment banking and corporate restructuring
services for middle-market companies and their stakeholders.
Barrier successfully manages complex middle market-sized
transactions for some of the largest, most demanding clients in
the capital markets. For more information on Barrier's services
and capabilities, visit www.barrieradvisors.com.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                    Total  holders'    Working
                                   Assets    Equity    Capital
Company              Ticker         ($MM)     ($MM)      ($MM)
ABSOLUTE SOFTWRE     ABT CN            117        1         35
ACCO BRANDS CORP     ABD US          1,100     (107)       135
AFC ENTERPRISES      AFCE US           142      (26)        12
AMER AXLE & MFG      AXL US          1,920     (736)    (1,119)
AMR CORP             AMR US         24,138   (3,000)    (3,129)
ARBITRON INC         ARB US            220        0          2
ARVINMERITOR INC     ARM US          2,627     (846)         3
AUTOZONE INC         AZO US          5,318     (433)      (145)
BIOSPECIFICS TEC     BSTC US            12        6          9
BIOTIME INC          BTIM US             5        0          0
BLOUNT INTL          BLT US            474      (36)       151
BOARDWALK REAL E     BEI-U CN        2,377      (22)      N.A.
BOARDWALK REAL E     BOWFF US        2,377      (22)      N.A.
BP PRUD BAY-RTU      BPT US              9        8          0
BURCON NUTRASCIE     BU CN               4        3          2
CABLEVISION SYS      CVC US          9,307   (5,284)      (198)
CARDTRONICS INC      CATM US           468      (10)       (50)
CENTENNIAL COMM      CYCL US         1,455     (948)       180
CENVEO INC           CVO US          1,459     (231)       186
CHENIERE ENERGY      CQP US          1,920     (436)        27
CHENIERE ENERGY      LNG US          2,785     (364)       184
CHOICE HOTELS        CHH US            357     (141)       (22)
CINCINNATI BELL      CBB US          2,009     (623)       (19)
CLOROX CO            CLX US          4,576     (175)      (757)
DEXCOM               DXCM US            65        1         37
DISH NETWORK-A       DISH US         7,265   (1,519)      (240)
DOMINO'S PIZZA       DPZ US            461   (1,372)       113
DUN & BRADSTREET     DNB US          1,623     (719)      (147)
DYAX CORP            DYAX US            68      (37)        32
EASTMAN KODAK        EK US           7,105     (109)     1,100
EINSTEIN NOAH RE     BAGL US           150       (4)       (47)
ELECTRO-OPTICAL      MELA US             8        7          6
ENERGY COMPOSITE     ENCC US             0        0          0
EPICEPT CORP         EPCT SS            16       (3)         7
EXELIXIS INC         EXEL US           333     (123)        29
EXTENDICARE REAL     EXE-U CN        1,719      (47)       111
FORD MOTOR CO        F US          204,327   (9,418)   (39,573)
FORD MOTOR CO        F BB          204,327   (9,418)   (39,573)
GENCORP INC          GY US           1,015        1         (8)
GLG PARTNERS INC     GLG US            494     (271)       166
GLG PARTNERS-UTS     GLG/U US          494     (271)       166
GOLD RESOURCE CO     GORO US             7        6          5
HEALTHSOUTH CORP     HLS US          1,888     (662)       (77)
HOVNANIAN ENT-A      HOV US          2,285      (73)     1,524
HOVNANIAN ENT-B      HOVVB US        2,285      (73)     1,524
HUMAN GENOME SCI     HGSI US           670      (55)       117
IDENIX PHARM         IDIX US            82       (4)        34
IMAX CORP            IMX CN            270      (18)        55
IMAX CORP            IMAX US           270      (18)        55
IMMUNOMEDICS INC     IMMU US            53        1        (20)
IMS HEALTH INC       RX US           2,030      (22)       318
INCYTE CORP          INCY US           159     (291)       101
INSULET CORP         PODD US            99       (3)        63
INTERMUNE INC        ITMN US           165      (80)        98
IPCS INC             IPCS US           553      (34)        68
JAZZ PHARMACEUTI     JAZZ US           108      (88)       (17)
JUST ENERGY INCO     JE-U CN           457     (652)      (369)
KNOLOGY INC          KNOL US           639      (44)        37
LIN TV CORP-CL A     TVL US            781     (187)        14
LINEAR TECH CORP     LLTC US         1,421     (266)       963
LOGMEIN INC          LOGM US            47        7          1
MANNKIND CORP        MNKD US           267      (19)         0
MAP PHARMACEUTIC     MAPP US            65        1         24
MAXLIFE FUND COR     MXFD US             0        0          0
MEAD JOHNSON-A       MJN US          1,926     (808)       466
MEDIACOM COMM-A      MCCC US         3,707     (426)      (265)
MODAVOX INC          MDVX US             5        3         (1)
MOODY'S CORP         MCO US          1,873     (749)      (404)
NATIONAL CINEMED     NCMI US           603     (499)        91
NAVISTAR INTL        NAV US          9,383   (1,294)       180
NPS PHARM INC        NPSP US           144     (219)        80
OCH-ZIFF CAPIT-A     OZM US          1,854     (157)      N.A.
ONCOGENEX PHARMA     OGXI US             7        3          4
OSIRIS THERAPEUT     OSIR US           129        2         64
OTELCO INC-IDS       OTT-U CN          349        9         24
OTELCO INC-IDS       OTT US            349        9         24
OVERSTOCK.COM        OSTK US           129       (3)        33
PALM INC             PALM US           793     (454)      (269)
PDL BIOPHARMA IN     PDLI US           217     (306)       140
PERMIAN BASIN        PBT US             10        0          9
PETROALGAE INC       PALG US             7      (32)       (16)
POTLATCH CORP        PCH US            916        0       N.A.
QWEST COMMUNICAT     Q US           20,226   (1,051)       260
REGAL ENTERTAI-A     RGC US          2,647     (228)       (40)
RENAISSANCE LEA      RLRN US            58        0         (6)
REVLON INC-A         REV US            797   (1,074)        87
SALLY BEAUTY HOL     SBH US          1,464     (645)       420
SANDRIDGE ENERGY     SD US           2,364      (91)       114
SEALY CORP           ZZ US           1,001     (230)       137
SELECT COMFORT C     SCSS US            86      (46)       (82)
SEMGROUP ENERGY      SGLP US           314     (131)       (11)
SIGA TECH INC        SIGA US             8      (13)        (4)
SINCLAIR BROAD-A     SBGI US         1,606     (148)      (342)
SONIC CORP           SONC US           828      (22)        75
SPECIALTY PRODUC     SPIE US            53        9         10
STANDARD PARKING     STAN US           230        4        (13)
STEREOTAXIS INC      STXS US            43      (10)        (3)
SUCCESSFACTORS I     SFSF US           165       (5)         1
SUN COMMUNITIES      SUI US          1,192      (81)      N.A.
SYNERGY PHARMACE     SGYP US             4        1          1
TALBOTS INC          TLB US            855     (206)       (25)
TAUBMAN CENTERS      TCO US          2,858     (289)      N.A.
TENNECO INC          TEN US          2,767     (263)       240
THERAVANCE           THRX US           206     (159)       144
TREE TOP INDUSTR     TTII US             0        0          0
UAL CORP             UAUA US        18,805   (2,628)    (2,345)
UNITED RENTALS       URI US          3,918      (46)       316
UQM TECHNOLOGIES     UQM US             11        9          6
US AIRWAYS GROUP     LCC US          7,857     (336)      (548)
VECTOR GROUP LTD     VGR US            757        2        158
VENOCO INC           VQ US             725     (165)        (3)
VIRGIN MOBILE-A      VM US             320     (256)      (126)
WARNER MUSIC GRO     WMG US          3,988     (142)      (680)
WEIGHT WATCHERS      WTW US          1,085     (791)      (309)
WORLD COLOR PRES     WC CN           2,641   (1,735)       479
WORLD COLOR PRES     WC/U CN         2,641   (1,735)       479
WR GRACE & CO        GRA US          3,815     (351)       977
YRC WORLDWIDE IN     YRCW US         3,418      (72)      (696)
ZYMOGENETICS INC     ZGEN US           271      (14)        85



                           *********

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 ***