TCR_Public/091001.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 1, 2009, Vol. 13, No. 271

                            Headlines

3 C RIVERSIDE: U.S. Trustee Sets Meeting of Creditors for Oct. 23
AB & C GROUP: Bankr. Code Doesn't Set ERISA Plan Wind-Up Fees
AEON CAPITAL PARTNERS: Case Summary & 21 Largest Unsec. Creditors
ALDCO INVESTMENT: Voluntary Chapter 11 Case Summary
AMERICA WEST: Posts $668,000 Net Loss in Quarter Ended June 30

AMERICHIP INTERNATIONAL: Cancels Plan to File for Chapter 7
ASARCO LLC: Environmental Deals Appeal Stayed Pending Plan Process
ASARCO LLC: Fireman's Fund Wants Aviva Order Appeal Stayed
ASARCO LLC: Parent Gets Stay on SCC Reimbursement Appeal
ASARCO LLC: Wants AMC Compliance of Order on SCC Judgment

ATTRACTIONS HIPPIQUES: Monitor Favors Restructuring Plan
BEDROCK INTERNATIONAL: Section 341(a) Meeting Set for October 5
BEDROCK INTERNATIONAL: U.S. Trustee Picks 7-Member Creditors Panel
BETHNY LLC: Case Summary & 20 Largest Unsecured Creditors
BIOLARGO INC: Posts $3.6MM Net Loss in Six Months Ended June 30

BRUNO'S SUPERMARKET: Court Confirms 4th Amended Liquidation Plan
CELESTICA INC: S&P Raises Corporate Credit Rating to 'BB-'
CHERYL FALBO: Case Summary & 12 Largest Unsecured Creditors
CIT GROUP: Draws Up Prepackaged Bankruptcy Plan
CIT GROUP: Deadline to Adopt Restructuring Plan Today

CITGO PETROLEUM: Moody's Cuts Corporate Family Rating to 'Ba2'
CJS PROPERTIES LLC: Case Summary & 3 Largest Unsecured Creditors
CONCORD STEEL: Meeting of Creditors Scheduled for November 9
CONCORD STEEL: Blames Chapter 11 Bankruptcy on Economic Woes
CORREA INC: Voluntary Chapter 11 Case Summary

CORTEX PHARMA: June 30 Balance Sheet Upside-Down by $212,000
COYOTES HOCKEY: Judge Rejects NHL, Balsillie Bids for Coyotes
CHRYSLER LLC: Court Approves Rejection of Contracts
CHRYSLER LLC: Dealer Wants Direct Appeal on Stay Ruling
CHRYSLER LLC: Jones Day Also Providing Services to New Chrysler

CHRYSLER LLC: Vehicle Suit Plaintiffs Allowed to File Class Claim
COMSTOCK HOMEBUILDING: Has Forbearance, Releases from M&T Bank
COOPER-STANDARD: Committee Member Gets Court Nod to Trade Claims
COOPER-STANDARD: Cooper Tire Plea to Bring Case to Canada Denied
COOPER-STANDARD: Waiver Under Receivables Deal Expires Jan. 10

COOPER-STANDARD: Wants Cooper Tire Lawsuit Dismissed
DEBRA JEAN SILVA: Voluntary Chapter 11 Case Summary
DIAGNOSTIC IMAGING: Moody's Withdraws 'B1' Corp. Family Rating
ECCO ENERGY: Posts $4.3 Million Net Loss in Quarter Ended June 30
EDGEN MURRAY: Moody's Downgrades Corporate Family Rating to 'B3'

ENERGY PARTNERS: Alan Bell Steps Down as Restructuring Officer
EUROFRESH INC: Hearing on Confirmation of Plan Set for Oct. 14
EXTENDED STAY: Former Judge to Probe Bank Deals
FAIRPOINT COMMUNICATIONS: Moody's Cuts Corporate Rating to 'Caa3'
FINLAY ENTERPRISES: Court Appoints Gordon Brothers as Liquidator

FIRST BANCORP: Moody's Makes Assessment on Governance & Controls
FLEETWOOD ENTERPRISES: Draft of Disclosure Statement in the Works
FONTAINEBLEAU LV: Penn National Mulls Buying Casino in Vegas
FOUNTAIN POWERBOAT: Seeking Chief Investor, Wants Liberty
GANNETT CO: S&P Assigns 'BB' Rating on $200 Mil. Senior Notes

GOLDEN NUGGET: S&P Raises Corporate Credit Rating to 'CC'
GROUP 1: S&P Changes Outlook to Stable, Affirms 'B+' Rating
HANLEY-WOOD LLC: Weak Liquidity Cues Moody's to Junk Corp. Rating
HCA INC: Pagliuca Steps Down as Director to Pursue Senate Bid
HARRAH'S ENTERTAINMENT: Unit Gets $1-Bil of Incremental Term Loans

HARRAH'S ENTERTAINMENT: HOC Commences Discounted Offer for Notes
HARRAH'S ENTERTAINMENT: HOC Offers to Swap 1st and 2nd Lien Notes
HIRSCH INTERNATIONAL: Posts $2MM Net Loss in Quarter Ended June 30
HOSAIN AZIZIAN: Voluntary Chapter 11 Case Summary
HUMBOLDT CREAMERY: FBI to Continue Probe on Alleged Fraud

IESI CORPORATION: Moody's Affirms Corporate Family Rating at 'B1'
INFOLOGIX INC: Forbearance Pact Extended Until Oct. 12
INTERNATIONAL TEXTILE: Posts $126MM Net Loss in Qtr. Ended June 30
INTROGEN THERAPEUTICS: Vivante to Rename Manufacturing Assets
JERGENS BALES: Files for Chapter 11 Bankruptcy Protection

JOLT COMPANY: Liabilities Make Capital Infusion Unlikely
KEARNEY CONSTRUCTION: Seeks Court Nod to Use Cash Collateral
JOHN MANEELY: Moody's Confirms Corporate Family Rating at 'B2'
L-3 COMMUNICATIONS: Fitch Lifts Issuer Default Rating From 'BB+'
L-3 COMMUNICATIONS: Moody's Upgrades Corp. Family Rating to 'Ba1'

LA PLACITA: Judge Bohm Restricts Use of Cash Collateral
LEHMAN BROTHERS: Moody's Assumed Bailout in Pre-Collapse Ranking
LIGHTNING AB CORP: Case Summary & 7 Largest Unsecured Creditors
LIVINGSTON APARTMENTS: Defaults on $$2.76MM Mortgage, Faces Suit
MCGRATH HOTELS: Resort Didn't File Deeds for Timeshare Owners

MARK IV: Moody's Assigns Corporate Family Rating at 'B2'
MARTIN DUANE HARLEY: Case Summary & 4 Largest Unsecured Creditors
MEDIACOM COMMUNICATIONS: Redeems 9-1/2% and 7-7/8% Senior Notes
MEDIACOM COMMUNICATIONS: Act II Discloses 5% Equity Stake
MERRILL LYNCH: BofA CEO Ken Lewis to Retire by Year-End

MERUELO MADDUX: Reports Case Update for August 2009
METALS USA: Joe Longo Steps Down as President of Plates & Shapes
METRO-GOLDWYN-MAYER: Summit Mulls Expansion Through Acquisitions
MICHAEL MACRAE: Case Summary & 6 Largest Unsecured Creditors
MICHAEL VICK: Labor Dept. Has Consent Judgment for $400,000

MOMENTIVE PERFORMANCE: Expects to Post Up to $570MM Q3 Net Sales
MOMENTIVE PERFORMANCE: JPMorgan-Led Banks Waive Loan Covenant
MORGAN ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
MORRIS PUBLISHING: Moody's Withdraws Ratings for Business Reasons
MXENERGY HOLDINGS: Moody's Changes Default Rating to 'Ca/LD'

NEUROGEN CORPORATION: Posts $7.5MM Net Loss in Qtr. Ended June 30
NOBLE INT'L: To Auction Welding Equipment by Webcast in October
NORTEL NETWORKS: To Auction Off GSM/GSM-R Business
NORTEL NETWORKS: Hearing on $3-Bil. Tax Claim on October 13
O2 DIESEL: Has Confirmed Reorganization Plan

OPEN TEXT: Moody's Upgrades Corporate Family Rating to 'Ba2'
PANOLAM INDUSTRIES: Agrees to Plan Terms With Senior Lenders
PARTICLE DRILLING: Court Confirms Bankruptcy Plan
PILGRIM'S PRIDE: Enters Into Change-In-Control Pact With Jackson
PILGRIM'S PRIDE: Enters Into Consulting Agreement With Bo Pilgrim

PILGRIM'S PRIDE: Proposes to Sell 100% Interest in Valley Rail
PILGRIM'S PRIDE: Proposes to Sell Lake Bob Property for $3.79MM
POSITRON CORPORATION: June 30 Balance Sheet Upside-Down by $6.8MM
REALOGY CORPORATION: Moody's Changes Default Rating to 'Caa3/LD'
REALOGY CORP: S&P Downgrades Corporate Credit Rating to 'SD'

ROBERT ALAN SMALL: Voluntary Chapter 11 Case Summary
SAMSONITE STORES: Wins Nod for Hilco as Real Estate Consultants
SAMSONITE STORES: Identifies Stores to Be Closed
SAMSONITE STORES: Projects Net Profit, Lower Sales Starting 2010
SAMSONITE STORES: Meeting of Creditors on October 14

SANG LEE: Voluntary Chapter 11 Case Summary
SEASONS PARTNERS: Files for Chapter 11 Bankruptcy Protection
SIX FLAGS: 60 Trade Creditors Sell Claims Totaling $787,344
SIX FLAGS: Proposes December 14 Claims Bar Date
SIX FLAGS: Wants Jan. 9 Lease Decision Deadline

SIX FLAGS: Wants Plan Exclusivity Until January 9
SMURFIT-STONE: Caspian Fails to Win Order for Equity Committee
SOLAR THIN: June 30 Balance Sheet Upside-Down by $5.8 Million
SOUTHEAST WAFFLES: Court Okays Sale to Waffle House
STAR GAS: Fitch Affirms Issuer Default Rating at 'B'

STATION CASINOS: Court Authorizes Lazard as Financial Advisor
STATION CASINOS: Gets Nod to Hire FTI as Financial Advisor
STATION CASINOS: Wins Nod to Tap Squire Sanders for SL Committee
SUNWEST MANAGEMENT: Reorganization Plan Angers Lenders
TANA SEYBERT: Meeting of Creditors Scheduled for October 27

TANA SEYBERT: U.S. Trustee Appoints Seven-Member Creditors Panel
TAYLOR BEAN: 1,737 Tax Bills Paid in Escrow Will Be Late
TENET HEALTHCARE: S&P Assigns 'CCC' Rating on $345 Mil. Notes
THOMAS RIPLEY: No Stay Relief for Bank of America
THOMAS SIEBERT: Case Summary & 17 Largest Unsecured Creditors

TRAGO INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
TRUE TEMPER SPORTS: To File for Chapter 11 With Prepack Plan
US AIRWAYS: Awards $3MM+ to Employees for July Performance
US AIRWAYS: Promotes Four Mgt. Team Members to VP-Level
UTGR INC: Reaches Preliminary Pact With Greyhound Owners Group

VECTRIX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
W/C IMPORTS: Wants Access to Cash Securing the CIT Group Loan
W R GRACE: Ask for Approval of Amended AETNA Settlement Deal
W R GRACE: Ask for Approval of Amended Chartis Insurance Pact
W R GRACE: Court OKs London Market Insurance Cos. Amended Pact

WASHINGTON CROSSING: Defaults on $5.45MM Mortgage, Faces Lawsuit
WEAVER MOUNTAIN ESTATES: Case Summary & 9 Largest Unsec. Creditors
WEYERHAEUSER COMPANY: Fitch Assigns 'BB+' Rating on Senior Notes
WINDSTREAM CORPORATION: Fitch Puts 'BB+' Rating on $400 Mil. Notes
WINDSTREAM CORPORATION: Moody's Puts Ba3 Rating on $400 Mil. Notes

WINDSTREAM CORP: S&P Assigns 'BB' Rating on $400 Mil. Notes
YOUNG BROADCASTING: Has Until Nov. 23 to Solicit Votes for Plan
ZYNEX INC: Posts $1.7 Million Net Loss in Six Months Ended June 30

* Automakers Must Be Less Capital Intensive, Chrysler Lawyer Says
* Fitch Says Corporate Credit Ratings are Expected to Decline
* Frank Endorses FDIC Proposal Pushing Banks to Prepay Premiums

* DataX Adds Bankruptcy Information in Credit Reports
* NewOak Capital Taps Amy Levenson MD,Chair Comm Real Estate Loans

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********

3 C RIVERSIDE: U.S. Trustee Sets Meeting of Creditors for Oct. 23
-----------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in 3 C Riverside Properties, L.L.C.'s Chapter 11 case on Oct. 23,
2009, at 2:30 a.m.  The meeting will be held at 200 Jefferson Ave,
Room 400, Memphis, Tennessee.

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.

Cordova, Tennessee-based 3 C Riverside Properties, L.L.C., filed
for Chapter 11 on Sept. 11, 2009 (Bankr. W.D. Tenn. Case No. 09-
30025).  Henry C. Shelton III, Esq., at Adams and Reese represents
the Debtor in its restructuring efforts.  According to the
Debtor's schedules, it has assets of at least $25,131,500, and
total debts of $6,263,461.


AB & C GROUP: Bankr. Code Doesn't Set ERISA Plan Wind-Up Fees
-------------------------------------------------------------
WestLaw reports that the propriety of a bank's charges against an
ERISA-qualified employee benefit plan previously established by a
Chapter 7 debtor-employer, for services that the bank provided in
winding up the plan on behalf of the trustee, was governed by
ERISA rather by the provisions of the Bankruptcy Code.  The
bankruptcy court did not have either "arising under" or "arising
in" jurisdiction to make such a determination, as required
pursuant to a consent order negotiated by the trustee and the
bank.  In re AB & C Group, Inc., --- B.R. ----, 2009 WL 1939077,
51 Bankr. Ct. Dec. 252 (Bankr. N.D. W.Va.).

Robert W. Trumble, the Chapter 7 Trustee overseeing the
liquidation of AB & C Group, Inc. (Bankr. N.D. W.Va. Case No. 08-
00482), asked the Honorable Patrick M. Flatley to enter a
negotiated order authorizing Branch Banking & Trust to wind up the
AB & C Group, Inc. 401(k) & Savings Plan and allowing the Bank to
charge its fees and expenses against the assets of plan.

The United States Department of Labor objected to the Trustee's
motion.  The Department doesn't object to the plan's termination,
nor to the Bank doing the wind-up.  Rather, the Department
objected to the Proposed Order to the extent it asked the
Bankruptcy Court to pass upon the permissibility, under the
provisions of the Employee Retirement Income and Security Act, 29
U.S.C. Secs. 1001 et seq., of the fees and expenses that the Plan
will incur in conjunction with its termination.  The Department
argued that the Bankruptcy Court lacks jurisdiction to do so, and
ERISA should control.

Judge Flatley agreed that the Bankruptcy Court shouldn't involve
itself in the mechanics of how the Plan's assets -- which aren't
assets of AB & C Group's estate -- are taxed or distributed.


AEON CAPITAL PARTNERS: Case Summary & 21 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Aeon Capital Partners, LLC
        2225 SW 19 Ave
        Miami, FL 33145

Bankruptcy Case No.: 09-30782

Chapter 11 Petition Date: September 29, 2009

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

Judge: Robert A. Mark

Debtor's Counsel: David W. Langley, Esq.
                  8551 W Sunrise Blvd #303
                  Fort Lauderdale, FL 33322
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451
                  Email: dave@flalawyer.com

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

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

According to the schedules, the Company has assets of $350,000,
and total debts of $2,127,216.

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

            http://bankrupt.com/misc/flsb09-30782.pdf

The petition was signed by Albert Bueno, managing member of the
Company.


ALDCO INVESTMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Aldco Investment #6, LLC
        2932 North 14th Street
        Phoenix, AZ 85014

Bankruptcy Case No.: 09-24200

Chapter 11 Petition Date: September 28, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.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 Scott A. Klaschka, managing member of
the Company.


AMERICA WEST: Posts $668,000 Net Loss in Quarter Ended June 30
--------------------------------------------------------------
America West Resources, Inc., posted a net loss of $667,586 for
three months ended June 30, 2009, compared with a net loss of
$719,023 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $440,643 compared with a net loss of $1,248,088 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $18,787,916, total liabilities of $18,340,563 and a
stockholders' equity of $447,353.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it had a
working capital deficit of $9,997,258 and an accumulated deficit
of $14,696,615 as of June 30, 2009.  Furthermore, its wholly-owned
subsidiary, Hidden Splendor, emerged from bankruptcy with a Plan
of Reorganization in December 2008.  The management is attempting
to raise additional capital through sales of stock and enhance the
operations of Hidden Splendor to achieve cash-positive operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45d9

America West Resources, Inc. (OTC:AWSR) formerly Reddi Brake
Supply Corporation, is engaged in the mining of low-sulfur coal.
The Company operates Horizon Mine located in Carbon County, Utah.
The Horizon Mine is operated through its wholly owned subsidiary,
Hidden Splendor Resources, Inc.  Hidden Splendor's sole business
is the coal mining operation at the Horizon Mine located
approximately 11 miles west of Helper, Utah in Carbon County.
This mine produces what is commonly known as steam coal, that is,
coal used to heat water to create steam which, in turn, is used to
turn turbine engines to produce electricity.  While steam coal
primarily is sold to power companies for use in coal fired power
plants, steam coal also can be used in the production process for
concrete and often is sold in the western United States for this
purpose.  The majority of its coal is sold to utility companies
for use in the generation of electricity.


AMERICHIP INTERNATIONAL: Cancels Plan to File for Chapter 7
-----------------------------------------------------------
AmeriChip International Inc. said in a Sept. 22 regulatory filing
that on July 9, 2009, its board of directors revoked and canceled
the authorization granted to an officer to file Chapter 7
bankruptcy on behalf of KSI and AmeriChip.

In October 2008, the Company noted it has incurred material
recurring losses from operations.  At August 31, 2008, the Company
had an accumulated deficit of $34,935,799, limited cash, and
negative working capital.  For the nine months ended August 31,
2008, the Company sustained a net loss of $2,775,832.  These
factors, among others, indicate that the Company may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to obtain additional financing and to generate revenue and
cash flow to meet its obligations on a timely basis.  Management
is currently putting sales strategies in place which will, if
successful, mitigate these factors which raise substantial doubt
about the Company's ability to continue as a going concern.

                 About AmeriChip International

Based in Clinton Township, Mich., AmeriChip International Inc.
(OTC BB: ACHI.OB) -- http://www.americhiplacc.com/-- holds a
patented technology known as Laser Assisted Chip Control, which
can be used to re-engineer the manufacturing process for
industrial metal machining applications.

According to AmeriChip International, this technology, when
implemented by the customer, will eliminate dangerous ribbon-like
steel chips that tangle around moving tool parts, automation
devices and other components essential to the machine processing
of low to medium grade carbon steels and non-ferrous metal parts.

AmeriChip had total assets of $6,750,114 against debts of
$6,945,282 as of August 31, 2008.


ASARCO LLC: Environmental Deals Appeal Stayed Pending Plan Process
------------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation sought and
obtained the District Court's nod to stay their appeal of the
Bankruptcy Court's June 5, 2009 order granting the Debtors'
request for approval of their settlements of environmental claims.

Asarco Inc. and AMC asked for the stay pending the outcome of the
confirmation hearings on a plan of reorganization for the Debtors.
The Parent contended that the resolution of the appeal is
intertwined with the ultimate outcome of the confirmation
proceedings.  The Bankruptcy Court has recommended to District
Judge Andrew Hanen to approve the Plan proposed by Grupo Mexico's
units for ASARCO LLC and deny confirmation and deny approval of
the plan proposed by management of ASARCO LLC.  Judge Hanen is
expected to issue his decision on a plan for ASARCO LLC by
November.

In the interest of judicial economy and by agreement by the
judges, District Court Chief Judge Hayden Head has ruled that the
appeal will be heard and decided by Judge Andrew Hanen.

Asarco Incorporated, meanwhile, filed a brief in further support
of its appeal of the Bankruptcy Court's June 5, 2009 order
granting the Debtors' request for approval of their settlements of
environmental claims.

To recall, Judge Schmidt in June granted the Debtors' request to
settle certain environmental claims and accordingly, approved five
separate settlement agreements that together resolve approximately
$3.5 billion of environmental claims filed against the Debtors'
bankruptcy estates.

The Settlement Agreements are:

  (1) The Residual Environmental Settlement Agreement, which
      sets forth a settlement among the United States of
      America, ASARCO LLC and the states of Washington and
      Nebraska, with respect to three sites for which the
      federal and state governments claimed approximately $3
      billion in response costs and natural resources damages;

  (2) The Multi-State Custodial Trust Settlement Agreement,
      which resolves claims at 18 sites in 11 states and sets
      forth a settlement of environmental claims among the
      United States of America, ASARCO LLC, ASARCO Master, Inc.,
      AR Sacaton, LLC, CAPCO, Alta Mining and Development
      Company, the states of Alabama, Arizona, Arkansas,
      Colorado, Illinois, Indiana, New Mexico, Ohio, Oklahoma,
      Utah, and Washington, LePetomane XXV, and St. Paul
      Travelers.  The Multi-State Custodial Trust will receive a
      settlement payment totaling $70,955,493, which will be
      treated as an administrative expense priority claim, and
      will be allowed a $177,486 general unsecured claim;

  (3) The Montana Custodial Trust Settlement Agreement, which
      resolves claims at five sites in Montana, and sets
      forth a settlement of environmental claims among the
      United States of America, the state of Montana, ASARCO
      LLC, ASARCO Consulting, Inc., American Smelting and
      Refining Company, ASARCO Master, Inc., and the Montana
      Environmental Trust Group, LLC.  The Montana Custodial
      Trust will receive a custodial trust settlement payment
      totaling $138.3 million, which will be treated as an
      administrative expense priority claim, and the state of
      Montana will be allowed a $5 million general unsecured
      claim;

  (4) The Texas Custodial Trust Settlement Agreement, which
      resolves claims at two sites in Texas and sets forth a
      settlement of environmental claims among the United States
      of America, ASARCO LLC, American Smelting and Refining
      Company, and the Texas Commission on Environmental
      Quality.  The Texas Custodial Trust settlement payments
      totaling $52.08 million will be treated as administrative
      expense priority claims; and

  (5) The Miscellaneous Federal and State Environmental
      Settlement Agreement, which relates to 26 sites in 12
      states and sets forth a settlement of environmental
      among the United States of America, ASARCO LLC, the states
      of Arizona, Colorado, New Jersey, Oklahoma and Washington,
      and the New Jersey Department of Environmental Protection.

"[T]he Settlement Agreements are well within the range of
reasonableness, fair and equitable, and in the best interest of
the estate as they resolve genuine and substantial disputes among
the parties related to each of the covered sites, avoid risks of
adverse judgments, and avoid the significant costs of continued
litigation and appeals associated with estimating each of the
claims," Judge Schmidt said in his 102-page findings of fact and
conclusions of law, a copy of which can be obtained for free at:

http://bankrupt.com/misc/ASARCO_Findings_Settlement_060509.pdf

Asarco Inc. contends that the Bankruptcy Court erred as a matter
of law in restricting the procedural fairness inquiry required
under United States v. Cannons Eng'g Corp., 899 F.2d 79 (1st Cir.
1990) to the actual negotiations between the Debtors and the U.S.
Environmental Protection Agency.  Asarco Inc. adds, among other
things, that the Bankruptcy Court clearly erred (i) in finding
that the process relating to the negotiation of the Omaha
Settlement was procedurally fair, and (ii) by failing to assess
whether the Omaha Settlement fairly apportions liability based on
ASARCO LLC's comparative fault, as required under Cannons
Engineering.

                        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: Fireman's Fund Wants Aviva Order Appeal Stayed
----------------------------------------------------------
Fireman's Fund Insurance Company asks the U.S. District Court for
the Southern District of Texas to stay any further prosecution of
its appeal from the order granting the Debtors' request to approve
settlement agreement with Aviva Canada Incorporated pending the
effective date of a confirmed plan of reorganization in the
Debtors' bankruptcy cases.

Bankruptcy Judge Richard Schmidt on order dated July 7, 2009,
approving the Debtors' settlement agreement with insurance
carrier, Aviva Canada Incorporated.  Among other things, the
settlement provides that Aviva will buy back its insurance rights
for $1,150,000, which funds have been paid and deposited by ASARCO
LLC into an interest-bearing segregated account.

Assuming that either the Debtors' or the Parent's plan is
confirmed, FFIC will be required to "take all reasonable actions
to dismiss" the Appeal within 30 days after the Effective Date,
relates Veronica Martinsen Bates, Esq., at Hermes Sargent Bates,
in Dallas, Texas.  Therefore, she asserts, confirmation and the
occurrence of the Effective Date under either the Debtors' or the
Parent's plans will necessarily moot the Appeal.

Because FFIC will dismiss the Appeal within 30 days after the
Effective Date of any confirmed plan, and in an effort to avoid
the unnecessary expenditure of the parties' and the Court's time
and resources, FFIC asks the Court to stay the Appeal pending the
occurrence of the Effective Date of either the Debtors' or the
Parents' confirmed plan of reorganization.

The District Court granted the request to stay, and parties to the
Appeal are relieved of their obligations to file any briefs and
other pleadings and documents pending further District Court
order.

In another order, District Court Chief Judge Hayden Head ruled
that in the interest of judicial economy and by agreement by the
judges, the Appeal will be heard and decided by District Court
Judge Andrew Hanen.

                      FFIC Submits Brief

In its appellant's brief, FFIC argues that the Bankruptcy Court
erred in approving the Aviva Motion and the Aviva Settlement
Agreement and entering the Aviva Order because the Aviva
Settlement Agreement and the Aviva Order violate Section 363 of
the Bankruptcy Code.

Specifically, the Aviva Settlement Agreement and Aviva Order
provide for the "free and clear" sale of the Insurance Policies
without also providing FFIC with any adequate protection of its
state law rights to assert contribution, indemnity, set off,
subrogation, recoupment, and similar rights against Aviva, Ms.
Bates contends.  She adds that the Aviva Settlement Agreement and
Aviva Order prejudice FFIC's rights, as a non-settling insurer,
which it seeks to establish in the Texas Coverage Action.

Because the Aviva Settlement Agreement and Aviva Order
involuntarily deprive FFIC of its Contribution Rights against
Aviva without any economic substitute, an unconstitutional taking
was effected upon FFIC's property interests in violation of the
Fifth Amendment Takings Clause, Ms. Bates points out.

To the extent that the Aviva Settlement Agreement purports to
unilaterally and permanently prejudice and impair FFIC's rights,
without providing for adequate protection, it lacks good faith,
Ms. Bates asserts.  Therefore, she says, it was not entitled to
the requested and required finding of good faith.

In the event that the Effective Date does not occur with respect
to either ASARCO's or the Parent's Plans, FFIC asks the District
Court to vacate the Aviva Order.

                        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: Parent Gets Stay on SCC Reimbursement Appeal
--------------------------------------------------------
In light of the disputes in ASARCO LLC's bankruptcy proceedings
relating to its plan confirmation process, Americas Mining
Corporation and Asarco Incorporated ask the U.S. District Court
for the Southern District of Texas to stay, pending entry of a
final confirmation order of a Chapter 11 plan for ASARCO LLC,
proceedings related to their appeal to an order by the Bankruptcy
Court.

AMC and Asarco Inc. have appealed the Bankruptcy order approving
the expense reimbursement in connection with the auction and
proposed sale of all or a portion of the judgment entered on
April 15, 2009, by the U.S. District Court for the Southern
District of Texas, Brownsville Division, in favor of ASARCO LLC,
in the litigation against Americas Mining Corporation relating to
shares of Southern Peru Copper Company, now known as Southern
Copper Corporation; and

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, contends that the issues raised by the Appeal,
including any obligations to pay third-party bidders for the SCC
Judgment, could be rendered moot if the District Court ultimately
adopts the Bankruptcy Court's recommendation and confirms the
Parent's Plan.  In short, he explains, it is quite possible that
the District Court may never need to resolve the Parent's
challenges to the Reimbursement Order and Seal Order.

The current briefing schedule calls for the parties to file their
briefs while the District Court is considering whether to adopt
the Bankruptcy Court's recommendation that the Parent's plan be
confirmed, Mr. Beckham relates.  Accordingly, to preserve the
Court's and the parties' resources, the Parent asks the Court to
stay the briefing schedule pending determination of whether to
adopt the Bankruptcy Court's findings of fact and conclusions of
law.

The Debtors, the Official Committee of Unsecured Creditors of
ASARCO LLC, the United States of America, Sterlite (USA) Inc., the
United Steelworkers of America AFL-CIO-CLC, and the Future Claims
Representative do not object to the request.

Upon entry of a final Confirmation Order, the Parent tells the
Judge Hanen that it will advise the Court of any live issues in
need of resolution with respect to the Appeal.

                         *     *     *

District Court Judge Andrew S. Hanen granted the request and
ordered that all appellate briefing in the Appeal is stayed
pending entry of a Final Confirmation Order.

                        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: Wants AMC Compliance of Order on SCC Judgment
---------------------------------------------------------
On June 2, 2009, the U.S. District Court for the Southern District
of Texas entered a memorandum opinion and order granting in part,
and denying in part, Americas Mining Corporation's request for
stay of execution of judgment pending appeal.  The judgment refers
to a determination of the District Court that the Parent's
transfer of certain ASARCO LLC interests in Southern Copper
Company was a fraudulent conveyance, and the District Court's
ruling for the return of the SCC shares, plus any related
dividends, back to ASARCO by the Parent.

The June 2 Order requires AMC to, inter alia, deposit into an
escrow account 260,093,694 shares of SCC stock, along with an
additional amount of SCC shares equal to two times the monetary
portion of the Judgment or $2,764,614,433, and to "immediately
take all necessary steps to achieve the registration of the SCC
Shares."  The June 2 Order contemplates that the parties would
complete the requirements therein, including the escrow agreement
and share registration, by early July 2009.

G. Irvin Terrell, Esq., at Baker Botts, L.L.P., in Houston, Texas,
informs the District Court that after entering the June 2 Order,
AMC proposed to ASARCO that, in lieu of strict compliance with the
Order, the parties enter into a registration rights agreement with
respect to the SCC Shares to be placed in escrow.  Specifically,
AMC expressed concern that immediate registration of the SCC
Shares could have an adverse impact on the stock price.  In
response, ASARCO indicated it was agreeable to enter into an RRA
to alleviate AMC and SCC's concern.

ASARCO and AMC have subsequently negotiated the terms of the RRA.
The parties, however, have not been able to agree on the terms of
an RRA.  After exchanging drafts, and negotiating the terms, of
the agreement with AMC, ASARCO was informed that SCC would have to
separately negotiate and ultimately approve the agreement.

Because there is no indication that SCC is willing to enter into
the RRA exchanged between ASARCO and AMC, ASARCO asks that the
Court enforce the June 2 Order, and compel AMC to "immediately
take all necessary steps to achieve the registration of the SCC
Shares."

                         AMC Responds

Because ASARCO's request effectively seeks to compel action by
SCC, which is not a party to the adversary proceeding, the request
must be denied, AMC tells the Court.  AMC contends that at a
June 26, 2009 telephonic hearing, AMC's counsel informed the Court
that AMC had no ability to unilaterally require SCC to register
the SCC Shares or to enter into an RRA because SCC's corporate
charter requires approval of a transaction of this nature by
disinterested directors, or the directors not controlled by AMC or
Grupo Mexico.

Brian Antweil, Esq., at Haynes & Boone, LLP, in Houston, Texas,
relates that on September 7, 2009, SCC sent AMC a letter
announcing its preliminary conclusion that execution, delivery and
performance of the RRA by SCC was not in the best interests of SCC
or its disinterested shareholders.  The SCC Letter indicated that
the determination is not final, and that the Audit Committee has
resolved to call a special meeting of the Board for the Board to
discuss the appropriate next steps, including the merits of
establishing a special committee of disinterested directors, to
review and evaluate the AMC's request and make a recommendation to
the Board.

SCC stated that it "is not in a position to provide a definitive
response to the AMC Request at this time," but did indicate its
intention "to address the AMC Request as promptly as practicable"
and "as soon as the Board and/or a Special Committee have reached
a determination regarding this matter."

AMC, therefore, says that the Court should defer ruling on
ASARCO's Motion to Compel until a final determination is made by
SCC's Board or a Special Committee.  AMC assures the Court that it
will update the Court when a determination is made.  In the
alternative, AMC asks the Court to deny ASARCO's Motion to Compel
because AMC has used, and will continue to use, its best efforts
to accomplish the execution of the RRA.

                         *     *     *

The Court deferred its ruling on ASARCO's Motion to Compel until
October 9, 2009.  Judge Hanen also ordered AMC to provide the
Court by September 25, 2009, a copy of the SCC Audit Committee
minutes that reflect its decision discussed in AMC's response and
a copy the report issued by the Board.  He also asked AMC to
provide the Court with names and employers of the members of the
Audit Committee.

                        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)


ATTRACTIONS HIPPIQUES: Monitor Favors Restructuring Plan
--------------------------------------------------------
RSM Richter Inc., the Court-designated Monitor for Attractions
Hippiques, on Sept. 30 provided creditors with the Attractions
Hippiques restructuring plan.  RSM recommends that creditors
accept the Plan, which has four major objectives:

    -- Reimburse a portion of the debt to creditors
    -- Preserve as many jobs as possible
    -- Maintain horse racing at Sulky Qu‚bec
    -- Continue simulcast transmission of races for Quebec racing
       fans.

According to the business plan, live racing will resume at the
racetrack in Quebec City.  Attractions Hippiques, which had
already made major cuts to its operating cost structure, plans to
make other reductions to its expenses with the goal of making its
operations profitable and ensuring its healthy growth, which will
benefit the industry.  It offers creditors the opportunity to
share in the distribution of $1 million.  This is decidedly a more
advantageous outcome than bankruptcy.

The disappointing performance of the Quebec City and Trois-
RiviŠres Ludoplexes, as well as the absence of a Ludoplex at a new
racetrack that was to be built north of Montreal, undermined
Attractions Hippiques' financial situation.  Without the
anticipated revenues from the Ludoplexes, Attractions Hippiques
had no other choice but to make sweeping changes to its business
plan in order to ensure its survival.

The plan provided to creditors will ensure the continued existence
of the company and of this industry.  If the plan were rejected,
Attractions Hippiques would most likely face bankruptcy, the
consequences of which would be the definitive and permanent
shutdown of Quebec's horse-racing industry.

A creditors' general meeting is scheduled to take place
October 22, 2009, in Montreal.

For further information:

     Ian Wetherly
     President and Chief Operations Officer
     Attractions Hippiques
     Telephone: (514) 739-2741, ext. 2221

                    About Attractions Hippiques

Attractions Hippiques -- http://www.attractionshippiques.com/--
offers clients and partners competitive equine entertainment.  On
June 26, 2008, several Attraction Hippiques entities obtained
protection under the Companies' Creditors Arrangement Act (Canada)
pursuant to an order from the Superior Court of Quebec.

The Debtors are A.H. (MTL) Inc., A.H. (T.R.) Inc., A.H. (AYL)
Inc., A.H. (Que) INC., A.H. Royale Inc., Les Immeubles A.H. (St.-
Basile) Inc., Les Immuebles A.H. (Aylmer) Inc., Les Immuebles A.H.
(Trois-Rivieres) Inc., A.H.Q. (Gestion) Inc.  Includes as Mises-
en-Cause are Attractions Hippiques (Montreal) S.E.C., Attractions
Hippiques (Trois-Rivieres) S.E.C., Attractions Hippiques (Aylmer)
S.E.C., Attractions Hippiques (Quebec) S.E.C.

RSM Richter Inc. was appointed by the court as monitor to
supervise the Debtors' ongoing operations for an undefined period
of time.


BEDROCK INTERNATIONAL: Section 341(a) Meeting Set for October 5
---------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of creditors
in Bedrock International, LLC's Chapter 11 case on Oct. 5, 2009,
at 10:00 a.m.  The meeting will be held at 161 Robert J. Dole U.S.
Courthouse, 500 State Avenue Room 173, Kansas City, Kansas.

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.

Lenexa, Kansas-based Bedrock International, LLC, operates a
granite and marble natural retail business.  The Debtor filed for
Chapter 11 on Sept. 11, 2009 (Bankr. D. Kans. Case No. 09-22988).
Jeffrey A. Deines, Esq., and Carl R. Clark, Esq., at Lentz Clark
Deines PA 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.


BEDROCK INTERNATIONAL: U.S. Trustee Picks 7-Member Creditors Panel
------------------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 20, appointed
seven members to the official committee of unsecured creditors in
the Chapter 11 cases of Bedrock International, LLC.

The Creditors Committee members are:

1. Ramon Rodrigues
   Fuji S.A. Marmores e Granitos
   Av. Dep. Raimundo Asfora, 1795
   Campina Grande, Paraiba, 58420000
   Brazil
   Tel: 55-83-3336-3500
   Fax: 55-83-3336-3501

2. Eleonora Lemos
   Andrade Industria e Mineracao Ltda
   Rua Um - Quadra Um - Ant 1
   Serra, Espieito Santa - 29 168-020
   Brazil
   Tel: 55-27-2124-1238
   Fax: 55-27-2124-1266

3. Merile Stevenson
   Sunflower Stone Ltd.
   3333 Lee Pkwy., Suite 600
   Dallas, TX 75219
   Tel: (214) 597-5538
   Fax: (214) 665-9558

4. Valessa Machado
   Mineracao Guidoni Ltda
   Rod. Do Cafe Km 48, Zona Rural
   Sao Domingos do Norte - ES 29.745-000
   Brazil
   Tel: 55 27 3742 0100 - Direct Line 0134

5. Charles Volga
   Artisan Manufacturing Corp.
   237 Frelinghuysen Ave.
   Newark, NJ 07114
   Tel: (973) 286-0080
   Fax: (973) 286-2886

6. Austin Lowrie
   Levantina
   2711 LBJ Freeway, Suite 750
   Dallas, TX 75234
   Tel: (214) 736-9875
   Fax: (214) 736-9895

7. Fausto Uberto Bona
   Wingstone SPA
   Via C. Battisti.5
   Grumello Del Monte, (BG)-Italy-24064
   Tel: +39 035 4420956
        +39 035 833665

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

Lenexa, Kansas-based Bedrock International, LLC, operates a
granite and marble natural retail business.  The Debtor filed for
Chapter 11 on Sept. 11, 2009 (Bankr. D. Kans. Case No. 09-22988).
Jeffrey A. Deines, Esq., and Carl R. Clark, Esq., at Lentz Clark
Deines PA 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.


BETHNY LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bethny, LLC
           dba Balducci's LLC
           dba Sutton Place Group, LLC
        P.O. Box 34948
        10421 Motor City Drive
        Bethesda, MD 20817

Bankruptcy Case No.: 09-13353

Chapter 11 Petition Date: September 29, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Fotini A. Antoniadis, Esq.
                  Edwards Angell Palmer & Dodge, LLP
                  919 N. Market St., Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 125-7113
                  Fax: (866) 410-7981
                  Email: fantoniadis@eapdlaw.com

                  Selinda A. Melnik, Esq.
                  Edwards Angell Palmer & Dodge LLP
                  919 N. Market Street, 15th Floor
                  Wilmington, DE 19801
                  Tel: (302) 425-7103
                  Fax: (302) 777-7263
                  Email: smelnik@eapdlaw.com

                  Stuart M. Brown, Esq.
                  Edwards Angell Palmer & Dodge LLP
                  919 N. Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 777-7770
                  Fax: (302) 325-9533
                  Email: sbrown@eapdlaw.com

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

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

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

            http://bankrupt.com/misc/deb09-13353.pdf

The petition was signed by Barbara Parasco, chief executive
officer of the Company.


BIOLARGO INC: Posts $3.6MM Net Loss in Six Months Ended June 30
---------------------------------------------------------------
BioLargo, Inc., posted a net loss of $1,894,196 for three months
ended June 30, 2009, compared with a net loss of $1,659,207 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $3,602,612 compared with a net loss of $4,075,470 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $9,479,418, total liabilities of $3,344,527 and a stockholders'
equity of $6,134,891.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company noted that it had a net
loss and negative cash flow from operating activities.  As of
June 30, 2009, the Company had negative working capital of
$3,020,231, and accumulated stockholders' deficit of $45,758,644.
Also, as of June 30, 2009, it had limited liquid and capital
resources.

The Company's ability to continue as a going concern is dependent
upon its ability to attract new sources of capital and exploit its
technology so that it attains a reasonable threshold of operating
efficiencies and achieves profitable operations.

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

BioLargo, Inc. (OTC:BLGO) is engaged in pre-licensing and product
evaluation with strategic partners to leverage a suite of patented
and patent-pending intellectual property, the BioLargo technology.
The BioLargo technology, the centerpiece of which is CupriDyne,
works by combining minerals and salts with water from any source
to generate and deliver molecular iodine on demand, in controlled
dosages, in order to balance efficacy of disinfectant performance
with concerns about toxicity.  In addition to its BioLargo
technology, the Company acquired the rights to market an iodine
based water disinfection system from Ioteq IP Pty. Ltd., an
Australian company, and its United States affiliate Ioteq Inc.
during the year ended Dec. 31, 2008.


BRUNO'S SUPERMARKET: Court Confirms 4th Amended Liquidation Plan
----------------------------------------------------------------
The Hon. Benjamin Cohen of the U.S. Bankruptcy Court for the
Northern District of Alabama confirmed the fourth amended Chapter
11 plan of liquidation filed Bruno's Supermarkets LLC, now known
as BFW Liquidation LLC, on Sept. 22, 2009.  Judge Cohen ruled that
the Debtor's plan complies with the applicable provisions of
Section 1129(a)(1) of the Bankruptcy Code.

Upon the Plan's effective date, substantially all of the Debtor's
assets will have been sold to Southern Family Markets Acquisitions
II LLC or other entities.  The Plan provides for the liquidation
and conversion to cash of the Debtor's remaining Assets and the
distribution of the net proceeds realized therefrom by a
liquidating trustee, as chosen by the Official Committee of
Unsecured Creditors, to Debtor's creditors holding allowed claims
in accordance with the priorities established by the Bankruptcy
Code.  The Plan further provides for the termination of all
interests in the Debtor and the dissolution and winding up of the
Debtor's affairs.

A full-text copy of the Debtor's fourth amended plan is available
for free at http://ResearchArchives.com/t/s?45e7

                    About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995. The current
owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


CELESTICA INC: S&P Raises Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Toronto-based electronic manufacturing
services provider Celestica Inc. to 'BB-' from 'B+'.  The outlook
is stable.  At June 30, the company had US$583 million of reported
debt outstanding.

At the same time, S&P raised its issue-level rating on Celestica's
existing senior subordinated notes to 'BB-' (the same as the
corporate credit rating on Celestica) from 'B'.  The senior
subordinated notes comprise US$500 million 7.875% notes due July
2011 and US$250 million 7.625% notes due July 2013.  S&P also
revised the recovery rating on both obligations to '4' from '5'.
A '4' recovery rating indicates that lenders can expect an average
(30%-50%) recovery in the event of payment default.

S&P raised the issue-level rating on the senior subordinated notes
by two notches as a result of the concurrent upgrade on Celestica
and the company's announcement yesterday that it would redeem the
US$339 million principal amount outstanding of its US$500 million
7.785% senior subordinated notes due 2011 with existing cash on
hand, thereby increasing the recovery prospects on the remaining
notes.  S&P will likely withdraw all ratings on the 7.785% notes
upon completion of the redemption, which the company expects to
occur within 30-60 days.

"The upgrade reflects S&P's view that Celestica's revenue will
stabilize in the next two quarters and modestly improve through
2010, which, together with the significant debt reduction the
company has undertaken in the past three quarters, should allow it
to sustain adjusted debt to EBITDA of less than 3x," said Standard
& Poor's credit analyst Madhav Hari.  "In the past few years, S&P
believes Celestica has meaningfully improved its operating margins
to levels closer to that of its peers and, more notably, has
protected its margins through the current economic downturn," Mr.
Hari added.

Standard & Poor's believes that as end-user demand improves
(likely by late 2009), Celestica will be well-positioned to
improve its cash flows and sustain its improved credit protection
measures, absent a change to its financial policies or growth
strategy.

The ratings on Celestica reflect what S&P views as the highly
competitive and consolidating electronic manufacturing services
industry; difficult current market conditions characterized by
weakened demand as well as a high degree of volatility in the
communications and IT infrastructure end markets; the industry's
low capacity utilization, which could affect pricing; and limited
evidence of Celestica's ability to generate organic revenue growth
under its revised (and more profitable) operating model.  These
factors are partially offset, in Standard & Poor's opinion, by
Celestica's Tier I position in the EMS sector; solid long-term
relationships with large customers; recent success with new
original equipment manufacturer customers; an improved cost
structure that positions it favorably for a turnaround; strong
liquidity; and relatively conservative credit protection measures.

The stable outlook reflects S&P's view that improved operating
efficiencies combined with its expectation of modest revenue
growth through 2010 should allow Celestica to sustain adjusted
debt to EBITDA under 3x and sustain its strong liquidity position,
absent a material change to the company's growth strategy or
financial policies.  Standard & Poor's could consider revising the
outlook to negative should the company's prospective adjusted debt
leverage weaken to the 3.5x level, likely from difficulties in
increasing revenue and sustaining its improved margins owing to
industry model shifts or competitive posturing by other large EMS
players.  Although a revision of outlook to positive is less
likely in the near term, the company's demonstrated ability to
increase revenues organically while sustaining margins and
liquidity could lead us to consider revising the outlook on
Celestica to positive in the medium term.


CHERYL FALBO: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cheryl Falbo
        1017 N. Blackburn Drive
        Inverness, IL 60067

Bankruptcy Case No.: 09-36030

Chapter 11 Petition Date: September 29, 2009

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

Debtor's Counsel: John J. Lynch, Esq.
                  Law Offices of John J Lynch, P.C.
                  801 Warrenville Road, Suite 560
                  Lisle, IL 60532
                  Tel: (630) 960-4700
                  Fax: (630) 960-4755
                  Email: jjlynch@jjlynchlaw.com

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

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

According to the schedules, the Company has assets of at least
$1,043,955, and total debts of $1,465,978.

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

             http://bankrupt.com/misc/ilnb09-36030.pdf

The petition was signed by Ms. Falbo.


CIT GROUP: Draws Up Prepackaged Bankruptcy Plan
-----------------------------------------------
CIT Group Inc. is planning to start a debt exchange offer that
will include a so-called pre-packaged bankruptcy option, Bloomberg
News reported, citing a person familiar with the matter.

The company plans to begin a voluntary swap "within days," said
the person, who declined to be identified because the arrangements
are private.  At the same time, CIT proposes that debt holders
vote on a pre-packaged bankruptcy plan in case the exchange fails,
the person said.

The terms of CIT Group Inc.'s $3 billion loans in July from
bondholders led by Barclays Bank PLC, as administrative agent,
require CIT to adopt a restructuring plan by October 1, 2009.

CIT Group's prepackaged bankruptcy plan is pressuring bondholders
to participate in the proposed debt restructuring, or take their
chances in bankruptcy court, Mike Spector, Kate Haywood, and
Aparajita Saha-Bubna at The Wall Street Journal report, citing
people familiar with the matter.

According to The Journal, the sources said that the details of the
prepackaged bankruptcy plan will be disclosed to investors along
with the debt restructuring plan.  They also have the option to
vote on the prepackaged bankruptcy, the report says.

Citing people familiar with the matter, The Journal states that
CIT is preparing an exchange offer to bondholders holding about
$31 billion in debt, aimed at getting bondholders to push out
their maturities and exchange existing debt for new secured debt
and equity in a restructured company, which would give The Company
time as it struggles with an inability to tap its traditional
markets for funding.  The sources said that CIT is soliciting
approval from bondholders for the prepackaged bankruptcy, in case
the exchange offer fails, The Journal says.

The Journal, citing a source, relates that CIT will also seek
other new financing to ensure that the Company "has plenty of
liquidity" to operate and potentially refinance some secured debt.
According to the report, another source said that the new
financing could total around $3 billion or $4 billion, and would
be put up by these bondholders who provided CIT with $3 billion in
rescue financing over the summer:

     -- Centerbridge Partners;
     -- Allianz SE's Pacific Investment Management Co.;
     -- Oaktree Capital Management; and
     -- Silver Point Capital.

A person familiar with the matter said that Bank of America
Merrill Lynch would likely be the agent on the loan, The Journal
reports.

According to The Journal, another source said that CIT wouldn't
likely roll out the debt-exchange offer and prepackaged bankruptcy
solicitation until late Thursday night.

                       Restructuring Plan

CIT Group, on July 29, 2009, entered into a credit agreement,
with Barclays Bank PLC, as administrative agent and collateral
agent, and the lenders party thereto, for loans of up to
$3 billion.  In connection with the credit agreement, CIT Group
stipulated that it would use its best efforts to negotiate with
the steering committee of bondholders to have an approved
restructuring plan adopted by August 14, 2009.  Unless extended by
the steering committee, the Company will adopt the restructuring
plan by October 1, 2009, and will comply with the plan at all
times thereafter.

A copy of the Credit Agreement is available for free at:

            http://researcharchives.com/t/s?4572

Since obtaining the $3-billion loan, CIT Group commenced a cash
tender offer -- $875 per $1,000 principal amount of the notes --
for its $1 billion outstanding floating-rate senior notes due
August 17, 2009.  CIT Group also announced a plan designated to
protect the ability to utilize its net operating losses and other
tax assets.

The $3-billion credit facility requires management and the
steering committee of the bondholder group to develop a
comprehensive restructuring plan, aimed at enhancing capital and
liquidity positions while positioning CIT for sustainable
profitability.  The Company said the restructuring plan includes
various scenarios, some of which reflect possible asset or
business sales.

CIT said it intends to pursue its restructuring plan outside of
the bankruptcy court.  The Company, however, said it may need to
seek relief under the U.S. Bankruptcy Code if its restructuring
plan is unsuccessful, or if the steering committee of bondholders
is unwilling to agree to an out-of-court restructuring.  This
relief may include (i) seeking bankruptcy court approval for the
sale of most or substantially all of our assets pursuant to
Section 363(b) of the Bankruptcy Code; (ii) pursuing a plan of
reorganization; or (iii) seeking another form of bankruptcy
relief, all of which involve uncertainties, potential delays and
litigation risks.

                          About CIT Group

CIT Group Inc. -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses.  Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide.  CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance.  Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.

As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.

As reported by the TCR on August 19, 2009, Fitch Ratings has
downgraded CIT Group Inc.'s Issuer Default Rating to Restricted
Default (RD) from 'C' following completion of the company's bond
tender offer, which covered the purchase of 59.81% of the
company's $1 billion floating rate senior secured notes.

For the same reason, Standard & Poor's Ratings Services lowered
its long-term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC'.


CIT GROUP: Deadline to Adopt Restructuring Plan Today
-----------------------------------------------------
The terms of CIT Group Inc.'s $3 billion loans in July from
bondholders led by Barclays Bank PLC, as administrative agent,
require CIT to adopt a restructuring plan by October 1, 2009.

Various reports say that CIT is negotiating a restructuring of the
credit facility or a new credit facility in order to stave off
bankruptcy.

Reuters, citing people familiar with the matter, said CIT is
negotiating a new credit facility of up to $10 billion.  It said
that CIT may forgo the loan though if it successfully renegotiates
the terms of some of its existing credit lines, including the
$3 billion loan that CIT clinched from bondholders in July and a
financing facility from Goldman Sachs.

The Wall Street Journal report, citing people familiar with the
matter, on the other hand said, CIT Group is preparing a exchange
offer that would eliminate 30% to 40% of its more than $30 billion
in debt outstanding.  According to The Journal, the plan would
offer bondholders new debt secured by CIT assets and almost all of
the equity in a restructured company.  The Journal states that the
new debt would mature later than current debt.  The Journal says
that the plan sets up a potential showdown between bondholders
with debt coming due soon and those whose debt doesn't come due
for years.  The Journal states that people familiar with the
matter said that they didn't expect CIT could avoid seeking
Chapter 11 bankruptcy protection, given competing bondholder
interests.

According to Bloomberg News, sources Barclays Capital and
Citigroup Inc. have offered financial assistance to CIT Group.
Bloomberg, citing people familiar with the situation says CIT is
considering an offer of financing from Citigroup and
Barclays.  CIT, according to Bloomberg, are also seeking to
provide about $2 billion in loans.

                       Restructuring Plan

CIT Group, in July 29, 2009, entered into a credit agreement,
with Barclays Bank PLC, as administrative agent and collateral
agent, and the lenders party thereto, for loans of up to
$3 billion.  In connection with the credit agreement, CIT Group
stipulated that it would use its best efforts to negotiate with
the steering committee of bondholders to have an approved
restructuring plan adopted by August 14, 2009.  Unless extended by
the steering committee, the Company will adopt the restructuring
plan by October 1, 2009, and will comply with the plan at all
times thereafter.

A copy of the Credit Agreement is available for free at:

            http://researcharchives.com/t/s?4572

Since obtaining the $3-billion loan, CIT Group commenced a cash
tender offer -- $875 per $1,000 principal amount of the notes --
for its $1 billion outstanding floating-rate senior notes due
August 17, 2009.  CIT Group also announced a plan designated to
protect the ability to utilize its net operating losses and other
tax assets.

The $3-billion credit facility requires management and the
steering committee of the bondholder group to develop a
comprehensive restructuring plan, aimed at enhancing capital and
liquidity positions while positioning CIT for sustainable
profitability.  The Company said the restructuring plan includes
various scenarios, some of which reflect possible asset or
business sales.

CIT said it intends to pursue its restructuring plan outside of
the bankruptcy court.  The Company, however, said it may need to
seek relief under the U.S. Bankruptcy Code if its restructuring
plan is unsuccessful, or if the steering committee of bondholders
is unwilling to agree to an out-of-court restructuring.  This
relief may include (i) seeking bankruptcy court approval for the
sale of most or substantially all of our assets pursuant to
Section 363(b) of the Bankruptcy Code; (ii) pursuing a plan of
reorganization; or (iii) seeking another form of bankruptcy
relief, all of which involve uncertainties, potential delays and
litigation risks.

                       About CIT Group Inc.

CIT Group Inc. -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses.  Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide.  CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance.  Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.

As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.

As reported by the TCR on August 19, 2009, Fitch Ratings has
downgraded CIT Group Inc.'s Issuer Default Rating to Restricted
Default (RD) from 'C' following completion of the company's bond
tender offer, which covered the purchase of 59.81% of the
company's $1 billion floating rate senior secured notes.

For the same reason, Standard & Poor's Ratings Services lowered
its long-term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC'.


CITGO PETROLEUM: Moody's Cuts Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service downgraded CITGO Petroleum Corporation's
Corporate Family Rating to Ba2 from Ba1.  Moody's also downgraded
the company's Senior Secured Term Loan and Term Loan B ratings to
Ba1 (LGD 2, 21%) from Baa3 (LGD 2, 25%), its pollution control
bonds to Ba1 (LGD 2, 21%) from Baa3 (LGD 3, 31%), and its PDR
rating to Ba3 from Ba2.  The rating outlook is stable.  The
downgrades are in response to weaker refining fundamentals, the
company's increased capital needs in the medium-term, and Moody's
view that its parent, Petroleos de Venezuela, S.A. (rated B1
Global Local Currency Issuer Rating) will continue to pose greater
risk for the company's leverage, capital reinvestment and
liquidity.

CITGO sustained a net loss of $105 million in the first half of
2009, reflecting lower product sales revenues and narrowing
light/heavy crude oil differentials, which resulted in
significantly reduced refining margins.  Results were also
affected by expenses related to its social responsibility program,
including discounted heating oil sales.  While the company's net
loss is expected to ease somewhat for the full year, cash flow
will be significantly lower in 2009, and earnings and cash flow
will remain under pressure in 2010.  In addition, capital spending
will remain elevated for investments to manufacture ultra low
sulfur diesel.

Moody's notes that under a potential scenario of negative free
cash flow, the company is taking steps to defer some capital and
turnaround expenditures and to enhance working capital management
and maintain financial flexibility.  However, with capital
requirements expected to remain elevated into 2011, prospects for
leverage reduction are limited.

Liquidity concerns about CITGO, including restricted access to its
accounts receivable facility and a tight financial leverage
covenant, have been alleviated.  CITGO renewed its $450 million
Accounts Receivable facility and has approximately $500 million of
unused capacity under its $1.15 billion secured revolving credit
facility, a portion of which backstops certain industrial revenue
bonds.  As of June 30, 2009, the borrowing covenant of a maximum
55% total debt/capital had eased to approximately 49%, and is
expected to remain in compliance through 2009 and into 2010.  The
revolver expires in November 2010, so renewal of the facility will
be key to CITGO's future liquidity position.

CITGO's covenant tightness primarily arose as a result of a debt-
funded $1 billion intercompany loan made to PDVSA in 2007.  PDVSA
has agreed to repay approximately $300 million of the loan in
2009, $100 million in early 2010, and via scheduled amortization
at market rates of the remaining balance through 2020.  The
repayment in 2009 and future amortization should enable CITGO to
gradually improve its leverage position.

However, CITGO's operations have been restructured over the past
few years by selling assets and PDVSA has aggressively managed the
subsidiary's financial leverage via large dividends, with capital
spending limited to minimum levels required for maintenance,
safety and mandated environmental expenditures.  Consequently, the
downgrade also reflects Moody's view that CITGO's ability to
reinvest and manage its financial leverage could continue to be
adversely affected by the parent's capital strategies and cash
needs.

Moody's notes that underlying the Ba2 CFR is a reduction in
CITGO's baseline credit assessment to 13 (corresponding to Ba3).
CITGO, as a wholly-owned subsidiary of PDVSA, is subject to joint
default analysis as a government-related issuer.

Moody's last rating action affecting CITGO occurred on June 2,
2009, when the ratings were placed on review for downgrade.

CITGO Petroleum Corporation is headquartered in Houston, Texas.
Petroleos de Venezuela is located in Caracas, Venezuela.


CJS PROPERTIES LLC: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CJS Properties, LLC
        7010 N Palm Ave
        Fresno, CA 93650

Bankruptcy Case No.: 09-19309

Chapter 11 Petition Date: September 28, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309
                  Tel: (661) 395-1000

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
3 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/caeb09-19309.pdf

The petition was signed by Don Wolfe, managing member of the
Company.


CONCORD STEEL: Meeting of Creditors Scheduled for November 9
------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Concord Steel, Inc.'s Chapter 11 case on Nov. 9, 2009, at
10:00 a.m.  The meeting will be held at the Federal Building,
10 East Commerce St., 341 Meeting Room, 3rd Floor, Youngstown,
Ohio.

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.

Warren, Ohio-based Concord Steel, Inc., dba Sig Acquisition Corp.
filed for Chapter 11 on Sept. 14, 2009 (Bankr. Case N. D. Ohio No.
09-43448).  Gus Kallergis, Esq., and James Michael Lawniczak,
Esq., at Calfee, Halter & Griswold 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.


CONCORD STEEL: Blames Chapter 11 Bankruptcy on Economic Woes
------------------------------------------------------------
Concord Steel Inc. said in court documents that it has been
adversely affected by a steep drop in purchasing for the global
infrastructure, construction, and residential markets due to the
global recession.

Concord Steel has failed to secure the necessary credit to
continue operations, despite attempts to negotiate modifications
to its credit agreement to account for the reduction in demand,
The Connecticut Post relates, citing parent Stamford Industrial
Group, Inc. CEO Albert Weggeman.

Mr. Weggeman said in a statement, "As a result, after careful
consideration, it was determined that a Chapter 11 filing by
Concord was a necessary and prudent step."

Concord Steel would file motions with the bankruptcy court seeking
the continuation of operations, including requesting court
approval to continue providing employee wages and benefits,
Connecticut Post reports.

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

Concord Steel, Inc. filed for Chapter 11 on Sept. 14, 2009 (Bankr.
N.D. Ohio Case No. 09-43448).  On Sept. 28, 2009, Stamford
Industrial followed Concord Steel into Chapter 11 (Bankr. N.D.
Ohio Case No. 09-43669).  Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtors in their restructuring effort.
Concord Steel's petition says assets and debts are between
$10,000,001 and $50,000,000.


CORREA INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Correa, Inc.
           dba Casa Mexicana
        3917 24th Street
        San Francisco, CA 94114

Bankruptcy Case No.: 09-32912

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Mexico Au Park, Inc.                               09-32915
Azteca Taqueria, Inc.                              09-32917
Mexico Absolute, Inc.                              09-32918
Correa Enterprises, Inc.                           09-32919
La Tortilla, Inc.                                  09-32921

Chapter 11 Petition Date: September 29, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Michael H. Lewis, Esq.
                  Law Offices of Michael H. Lewis
                  25 Kearny St. #302
                  San Francisco, CA 94108
                  Tel: (415) 296-1460
                  Email: MH_LEWIS@PACBELL.NET

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

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

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

The petition was signed by Victor Hugo Juarez, president of the
Company.


CORTEX PHARMA: June 30 Balance Sheet Upside-Down by $212,000
------------------------------------------------------------
Cortex Pharmaceuticals, Inc.'s balance sheet at June 30, 2009,
showed total assets of $1,929,936, total liabilities of $2,142,744
and a stockholders' deficit of $212,808.

For three months ended June 30, 2009, the Company posted a net
loss of $1,946,227 compared with a net loss of $3,946,990 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $5,114,682 compared with a net loss of $8,318,389 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?45d4

Cortex Pharmaceuticals, Inc. -- http://www.cortexpharm.com/--
(NYSE Amex: COR) located in Irvine, California, is a neuroscience
company focused on novel drug therapies for treating psychiatric
disorders, neurological diseases and brain-mediated breathing
disorders.

                        Going Concern Doubt

On April 13, 2009, Haskell & White LLP in Irvine, California,
expressed substantial doubt about Cortex Pharmaceuticals' 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 suffered recurring
losses, negative cash flows from operations and does not possess
sufficient working capital to fund its operations through next
fiscal year.


COYOTES HOCKEY: Judge Rejects NHL, Balsillie Bids for Coyotes
-------------------------------------------------------------
Bankruptcy Judge Redfield Baum rejected competing bids by the
Hockey League and BlackBerry billionaire Jim Balsillie for the
bankrupt Phoenix Coyotes, Joe Schneider and Steven Church at
Bloomberg News reported.

According to the report, Mr. Balsillie failed to convince Judge
Baum that the NHL's rights could be protected if he bought the
team. "The court cannot find or conclude that the interests of the
NHL can be adequately protected if the Coyotes are moved to
Hamilton." The NHL had argued it has the right to admit only
owners who meet its requirements and to control where teams play
their home games.

The NHL bid -- which is $100 million lower than Balsillie's -- was
also rejected because it doesn't treat creditors equally.  The NHL
has chosen which creditors will be repaid if it's successful in
its bid, leaving out current Coyotes owner Jerry Moyes and former
coach Wayne Gretzky.  Judge Baum said he can't accept an offer
that pays virtually all creditors "except the two a buyer views as
its opponents."

The ruling, however, leaves the door open for the NHL to modify
its offer for the Coyotes.  According to Bloomberg, the judge
denied the NHL's bid, without prejudice, saying "the defect in the
NHL's bid could be easily cured."

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

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

                      About Coyotes Hockey

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


CHRYSLER LLC: Court Approves Rejection of Contracts
---------------------------------------------------
The Court held that five executory contracts are deemed rejected
effective as of August 31, 2009.

The Contracts are:

  -- a technical assistance agreement between Chrysler
     Corporation and Chrysler de Mexico, S.A. f/k/a Fabricas
     Automex, S.A.;

  -- a memorandum of understanding between Chrysler LLC and
     Nissan Motor Co., Ltd.;

  -- a vehicle purchase and supply agreement between Chrysler
     LLC and Nissan Mexicana, S.A. de C.V.;

  -- a spare parts agreement between Chrysler Motors LLC and
     Nissan Mexicana, S.A. de C.V.; and

  -- an agreement between Chrysler LLC and Arnell Group.

In a separate order, the Court deemed 17 contracts rejected as of
September 24, 2009.  The counterparties to the 17 contracts are:

  * FMC Technologies, Inc.;
  * Dakkon Integrated System LLC;
  * Global Automotive Systems LLC;
  * Trim Trends Canada Ltd.;
  * Arvinmentor Exhaust LLC;
  * Inergy Automotive Systems USA LLC;
  * Goodyear Tire and Rubber Company;
  * Lydall Thermal Acoustical Group;
  * JAC Products, Inc.;
  * Lucas TVS, Ltd.;
  * Mahle Tennex North America;
  * Michelin North America, Inc.;
  * MNP Corporation;
  * Prince Metal Products Ltd.;
  * Tower Automotive, Inc.; and
  * Textron Fastening Systems Automotive.

                      About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Dealer Wants Direct Appeal on Stay Ruling
-------------------------------------------------------
Crain CDJ, LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York, in Manhattan, to certify immediate appeal to
the United States Court of Appeals for the Second Circuit from
Bankruptcy Judge Arthur Gonzalez's ruling enforcing automatic stay
on certain of Chrysler LLC's dealers.

Stephen L. Gershner, Esq., at Davidson Law Firm, Ltd., in Little
Rock, Arkansas, contends that the Court may certify the case for
direct appeal to the Second Circuit Court of Appeals where the
judgment, order, or decree from which the appeal is taken involves
a question of law not previously resolved by precedent from the
Circuit Court of Appeals, and where the issue involves a matter of
public importance.  He adds that, among other things, a direct
appeal should be certified if the judgment involves a question of
law requiring resolution of conflicting or unsettled decisions.

Judge Arthur Gonzalez approved Old CarCo LLC's request to
enforce the automatic stay and the order approving the sale of
substantially all of their assets to Fiat S.p.A.  The Judge ruled
that dealers should withdraw their actions by September 10, 2009,
or they will be subject to a sanction of $10,000 per day and
payable to the Court until full compliance.  The dealers are
enjoined from pursuing any future action against New Chrysler with
respect to any rejected dealer agreements.

Bloomberg's Bill Rochelle recounts that Crain and other dealers
whose contracts were not assigned to Fiat S.p.A. owned Chrysler
responded to their defeat in Bankruptcy Court by attempting to use
state courts or state administrative agencies to enforce state
laws protecting auto dealers from having their dealerships
terminated.  Chrysler responded by returning to Bankruptcy Court,
where the judge in August enjoined dealers from attempting to
exercise any rights under state law, on the theory that federal
law supersedes state law.  Crain is now appealing the ruling and
wants direct appeal to the federal Court of Appeals, avoiding an
intermediate appeal to the District Court.

                      About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Jones Day Also Providing Services to New Chrysler
---------------------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, has tapped the services
of Jones Day as bankruptcy counsel effective April 30, 2009, when
it filed for bankruptcy.

Corinne Ball, Esq., at Jones Day, in New York relates that after
the closing of the sale of substantially all of the Debtors'
assets to Fiat S.p.A. to form a new entity called "New Chrysler,"
her firm was asked to advise and assist New Chrysler in connection
with certain types of matters on a going-forward basis.

Specifically, New Chrysler asked that Jones Day perform services
with respect to:  executive compensation and employee benefits
matters, financing matters, dealer matters and board of director
matters.  Jones Day accepted the request after discussions with
the U.S. Trustee and the Official Committee of Unsecured
Creditors.

Ms. Ball relates that the board of the director matters will be
focused on advising the "independent" members of New Chrysler's
board of directors.  She notes that Jones Day's ongoing
representation of the Debtors may require Jones Day to be adverse
to New Chrysler with respect to certain matters on behalf the
Debtors.

However, Ms. Ball tells the Court that New Chrysler has agreed to
the retention of Jones Day and expressly consented to Jones Day's
ongoing representation of the Debtors, including in matters
directly adverse to New Chrysler.  The terms of Jones Day's
engagement by New Chrysler to perform the New Chrysler Services
are set forth in an engagement letter.  A copy of which is
available for free at:

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

                      About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Vehicle Suit Plaintiffs Allowed to File Class Claim
-----------------------------------------------------------------
In October 2007, Torrance Greene, on behalf of himself and all
others similarly situated individuals, commenced a class action
lawsuit in the United States District Court for the District of
New Jersey against DaimlerChrysler Corp. and Chrysler, LLC, titled
Torrance Greene v. Daimler Chrysler Corp., et al., Case No. 2:07-
1740, District of New Jersey.

On October 14, 2008, Mr. Greene and the plaintiffs in these cases
moved the Judicial Panel on Multidistrict Litigation for an order
to transfer and consolidate the actions:

  (a) Lisa Stuart, Scott Stuart, Patricia Heinen, John Darago
      and Mike Potter v. DaimlerChrysler Corp., Case No. 1:08-
      632, Eastern District of California;

  (b) Joan Capobianco v. Daimler Chrysler Corp., et al., Case
      No. 2:08-329, Middle District of Florida; and

  (c) Don Harris v. DaimlerChrysler Corp., et al., Case No.
      1:08-2638, Northern District of Illinois.

On February 10, 2009, the JPML determined that the class actions
should be consolidated for coordinated pretrial proceedings with
the Greene action in the United States District Court for New
Jersey.

The Chrysler MDL Classes relate to Chrysler vehicles for the model
years 1998 through 2004.  The MDL Plaintiffs assert property
damage claims based upon the same engine design defect common to
all class vehicles.  They allege that the design defect causes the
formation of oil sludge which, in turn, causes engine damage and
failure.  The JPML determined that the actions shared factual
questions arising out of the allegation of a common design defect
in the engines in class vehicles and that the actions were "nearly
identical in terms of facts alleged."

Two actions were subsequently transferred as "tag along" cases,
and the actions are collectively referred as the "MDL Classes."
The two actions are:

  (a) Robert Trezza v. Chrysler, LLC, et al., Case No. 2:09-
      01149, West Virginia; and

  (b) Ellen Burke v. Chrysler LLC, et al., Case No. 1:08-11896,
      District of Massachusetts.

In all pleadings, the MDL Classes named Chrysler LLC as defendant.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, in Birmingham, Alabama, contends that the number of class
members in the consolidated MDL Classes is in the many thousands
because thousands of engines in Class Vehicles have failed.  He
notes that the cost to repair the failed engines range from $5,000
to $10,000, and that all Class Vehicles have suffered engine
damage and reduced useful life as a result of the design defect.

The MDL Plaintiffs point out that the filing of a Class proof of
claim is appropriate because there are substantially similar
factual claims in the consolidated Class cases.

Accordingly, the MDL Plaintiffs asked the Court to allow the class
representatives in the MDL classes to file class proofs of claim.
They also asked the Court to allow appropriate discovery under
Rule 9014 of the Federal Rules of Bankruptcy Procedure, and to
establish a schedule for determining class action certification
issues.

In an agreed order signed by Bankruptcy Judge Arthur Gonzalez, the
Debtors and the putative class representatives and putative class
members have agreed that the proposed class counsel may file, with
the Old Carco's claims processing center, c/o Epiq Bankruptcy
Solutions, LLC, a class proof of claim on behalf of the MDL
Plaintiffs pursuant to the Court's bar date order.  The Debtors
agree that the Class Proof of Claim may be signed on behalf of the
putative class members by Proposed Class Counsel, and the Debtors
do not dispute that the Class Proof of Claim, including exhibits,
is in proper form as a proof of claim.

However, nothing in the agreed order, nor the filing of the Class
Proof of Claim, constitutes any waiver, admission or concession by
the Debtors, and the Debtors retain and reserve all rights,
privileges, defenses, arguments and counterclaims in connection
with the request to allow class claim, the Class Proof of Claim
and the Putative Class Actions, provided that neither the act of
filing the Class Proof of Claim without the Court first having
granted the request, nor the passage of time resulting from the
stay provided for in the agreed order, will be a defense to or
basis for challenging the Class Proof of Claim.

The Parties agree to stay all proceedings in connection with the
MDL Plaintiffs' request for an order allowing the consolidated MDL
Classes to file a class proof of claim.

All discovery, briefing, hearings and other procedures in
connection with the request and Class Proof of Claim are stayed
until the earliest of:

  (a) the effective date of a Chapter 11 plan proposing to
      provide any distribution to the class of claims containing
      the MDL Plaintiffs' Class Proof of Claim;

  (b) the filing by the Debtors of an objection to the request
      or the Class Proof of Claim before otherwise being
      obligated to do so;

  (c) the date agreed upon by the Debtors and Proposed Class
      Counsel in a written stipulation filed with the Court; or

  (d) the date otherwise established by a Court order.

Upon the occurrence of the Plan Effective Date, any party with
rights under that Plan to object to and resolve the Class Proof of
Claim may object to the request and the Class Proof of Claim in
accordance with the terms of the Plan.  In the event of a
Voluntary Objection, subsequent briefing and procedures will occur
in accordance with the case management order in the bankruptcy
cases or other procedures established by the Court.

Upon the filing of a Scheduling Stipulation, an objection to the
request or the Class Proof of Claim, and subsequent briefing and
procedures, will occur in accordance with that Scheduling
Stipulation.  Upon the entry of a Court Scheduling Order, an
objection to the request or the Class Proof of Claim, and
subsequent briefing and procedures, will occur in accordance with
that Court Scheduling Order.

                      About Chrysler LLC

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

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

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

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

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


COMSTOCK HOMEBUILDING: Has Forbearance, Releases from M&T Bank
--------------------------------------------------------------
Comstock Homebuilding Companies, Inc. and certain of its
subsidiaries on Sept. 29 announced that it had entered a series of
agreements with Manufacturers Traders and Trust Company with
respect to two projects located in Virginia.  The projects,
Belmont Bay located in the Belmont Bay community in Woodbridge,
Virginia, and Potomac Square located in the Cascades community in
Sterling, Virginia originally had loans secured by the
developments of $17.3 million originated in October 2006 and $9.2
million originated in July 2004.  As a result of the agreements,
the Belmont Loan, with a current balance of $7.0 million will be
released in its entirety and the Cascades Loan, with a current
balance of $1.1 million, will be extended through January 31,
2011.

Under the terms of the agreements, M&T Bank agreed to release the
Company from its obligations and guarantees relating to the
Belmont Loan and the Company agreed to cooperate with M&T Bank
with respect to its foreclosure on the remaining portion of the
Belmont Bay Project which includes 19 partially completed
condominium units and 84 condominium building lots.  The Company
also entered into a non-interest bearing subordinated promissory
note in connection with the Belmont Loan in the amount of $496,000
with a three year maturity secured by the Cascades Project.

Further, under the terms of the agreements, M&T Bank agreed to
extend the maturity date of the Cascades Loan by forbearing on
enforcing its rights with respect to collection of the debt until
January 31, 2011.  All unpaid interest incurred prior to the
effective date plus a non-refundable $50,000 extension and
forbearance fee shall be added to the current principal amount due
of $1.1 million and shall be due at the new maturity date The
Company also agreed to commence current payment of interest due
M&T Bank related to the current principal balance of the Cascades
Loan. The Cascades Project contains a total of 191 condominium
units with the first phase of the Cascades Project (88 units)
being completed by the Company in 2007.

"We are pleased to have finalized these important agreements with
M&T Bank," said Christopher Clemente, Comstock's Chairman and
Chief Executive Officer.  "These agreements are a critical part of
our strategy to stabilize Comstock Homebuilding.  Not only have we
eliminated a meaningful amount of debt related to the Belmont Bay
project but we have also secured the flexibility and time needed
to pursue a modification of the plans for the Cascades Project
that converts the planned condominium product on the remaining
lots into a more readily marketable townhouse product, which if
achievable could position Cascades to positively impact 2010
results.  We remain focused on completing the stabilization of
Comstock Homebuilding in an amicable fashion and we are excited to
be nearing completion of this process which began some 2 years
ago."

                    About Comstock Homebuilding

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

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


COOPER-STANDARD: Committee Member Gets Court Nod to Trade Claims
----------------------------------------------------------------
Pioneer High Yield Fund obtained approval from the Bankruptcy
Court to implement information blocking policies or the so-called
"screening wall" that would allow its advisor to continue trading
in the company's securities against the Debtors.

Pioneer, a member of the Official Committee of Unsecured
Creditors, made the move to ensure that it would not breach its
duties as member of the panel even if its advisor, Pioneer
Investment Management Inc., trades in the securities during the
Debtors' bankruptcy.

Screening wall refers to a procedure established by an
institution to isolate its trading from its activities as a
member of an official committee of unsecured creditors in a
chapter 11 case.  A screening wall includes features like
the employment of different personnel to perform certain
functions, physical separation of the office and file space,
procedures for locking committee-related files, and the
restriction of access to e-mails and servers.

"The use of such procedures in these cases will prevent Pioneer
Investment trading personnel from using or misusing non-public
information obtained by Pioneer's Committee designee and also
will preclude [the designee] from receiving inappropriate
information regarding Pioneer Investment's trading in the claims
in advance of such trades," said Pioneer's attorney, Karen
Skomomcha, Esq., at Ashby & Geddes P.A., in Wilmington, Delaware.

According to Ms. Skomomcha, the company may risk the loss of a
beneficial investment opportunity if it is barred from trading or
investing in the claims during the Debtors' bankruptcy because of
its duties to other creditors.

"Pioneer may be compelled to resign from the Committee and
Pioneer's ability to represent the interests of unsecured
creditors will be impaired," Ms. Skomomcha stated.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Cooper Tire Plea to Bring Case to Canada Denied
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied the
request of Cooper Tire & Rubber Company for approval to file an
action in the insolvency case of Cooper-Standard Automotive
Canada Ltd., the Canada-based unit of Cooper-Standard Holdings
Inc.

CSA Canada, which filed an insolvency proceeding in Canada on
August 4, 2009, is owned and controlled by Cooper-Standard
Automotive Inc.

Cooper Tire made the move to require CSA Canada to segregate
about C$50 million in tax refund that it will be receiving from
the Canada Revenue Agency as well as the $60 million refund it
received from the agency on July 27, 2009, pending court
determination as to the ownership of the funds.

Cooper Tire asserts ownership of the tax refunds based on a
provision of a stock purchase agreement that was executed in
connection with the transfer of its stock to Cooper-Standard
Holdings Inc.  Under the agreement, Cooper Tire is entitled to
all refunds of its taxes and interest received by CSA-Holdings or
any of its affiliates prior to the disposition.  The refunds also
allegedly belongs to Cooper Tire regardless of which legal entity
or affiliate of Cooper-Standard Automotive receives the refund.

Attorney for Cooper Tire, Jeffrey Waxman, Esq., at Morris James
LLP, in Wilmington, Delaware, said the immediate segregation of
the tax refund would ensure that Cooper Tire's interests would
not be irreparably harmed by the dissipation of its property.

"In the event that the anticipated tax refund is remitted to CSA
Canada, and the anticipated tax refund is subsequently
dissipated, Cooper Tire may be left with no adequate remedy at
law," Mr. Waxman said.  Mr. Waxman pointed out that Cooper-
Standard Holdings and its affiliated debtors will not be
prejudiced by the filing of the action since the tax refund is not
an asset of their estate as it is being sent to CSA Canada.

Cooper-Standard Holdings, however, asked the Bankruptcy Court to
deny Cooper Tire & Rubber Company's bid to file an action in the
insolvency case of their Canadian unit.

Attorney for the Debtors, Drew Sloan, Esq., at Richards Layton &
Finger P.A., in Wilmington, Delaware, says that Cooper Tire does
not have a claim against Cooper-Standard Automotive Canada Ltd.,
and does not have ownership interest in the tax refunds.

Mr. Sloan describes Cooper Tire's move as an attempt to
"leapfrog" ahead of every other creditor.  "Cooper Tire is seeking
to gain an unfair advantage over all of the Debtors' creditors and
is seeking a remedy that will significantly harm the Debtors and
their estates," Mr. Sloan says, pointing out that funds that would
otherwise be available for the operations of CSA Canada and the
Debtors, and for distribution to creditors would be frozen for the
sole benefit of one unsecured creditor.

"Any claim of Cooper Tire should be addressed in the claims
resolution process together with all other unsecured claims
against the individual Debtors," he further said.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Waiver Under Receivables Deal Expires Jan. 10
--------------------------------------------------------------
Pursuant to the September 2 final court order approving the
debtor-in-possession financing, Cooper-Standard Holdings Inc. and
its affiliated debtors filed with the U.S. Bankruptcy Court for
the District of Delaware a copy of the Second Amendment to the
DIP Credit Agreement and Limited Waiver.

The document was executed in connection with Deutsche Bank S.A.-
Banco Alemao's agreement to temporarily waive:

  (1) the requirement under the receivables pledge agreement
      dated September 2, 2009, between Cooper-Standard
      Automotive Brasil Sealing Ltda. and the Brazilian
      collateral agent, for CSA Brasil to notify all of the
      account debtors of receivables of the pledge created under
      the agreement; and

  (2) the requirement under the receivables pledge agreement
      dated September 2, 2009, between Cooper-Standard
      Automotive Brasil Fluid Systems Ltda. and the Brazilian
      collateral agent, for CSA Brasil to notify all of the
      account debtors of receivables of the pledge created under
      the agreement.

The limited waiver will terminate and be of no further force and
effect by January 10, 2010, or after the occurrence of an event
of default.  A copy of the Second Amendment to Debtor-in-
Possession Credit Agreement and Limited Waiver is available for
free at:

http://bankrupt.com/misc/Cooper2ndAmendmentDIPAgreement.pdf

Cooper-Standard Holdings Inc. and its affiliated debtors obtained
final approval from the U.S. Bankruptcy Court for the District of
Delaware to obtain as much as $200 million in debtor-in-
possession financing.

The final order dated September 2, 2009, authorized the Debtors
to obtain an additional $125 million from a group led by Deutsche
Bank Trust Company Americas under the DIP Credit Agreement dated
August 5, 2009.  The Debtors previously obtained $35 million from
the lenders while their Canada-based unit, Cooper-Standard
Automotive Canada Ltd., obtained $15 million pursuant to the
interim orders issued by the U.S. Bankruptcy Court and the
Ontario Superior Court of Justice.  The Debtors may also access an
additional $25 million standby uncommitted single draw term loan
facility from the lenders.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Wants Cooper Tire Lawsuit Dismissed
----------------------------------------------------
In December 2004, Cooper-Standard Holdings purchased for
$1.2 billion in cash Cooper Tire's automotive division.  Pursuant
to the agreement, Cooper-Standard agreed to pay Cooper Tire for
certain tax refunds on tax liabilities incurred prior to the sale.

Cooper-Standard Automotive Canada Ltd., which filed an insolvency
proceeding in Canada on August 4, 2009, and is owned and
controlled by Cooper-Standard Holdings, received $60 million tax
refunds from the Canada Revenue Agency on July 27, 2009, and will
be receiving an additional $42.5 million from the agency.

In its lawsuit, Cooper-Tire wants the tax refunds to CSA
segregated and remitted to Cooper-Tire.  Cooper Tire asserts
ownership of the tax refunds based on a provision of a stock
purchase agreement that was executed in connection with the
transfer of its stock to Cooper-Standard Holdings.  Cooper Tire
asserts that it is entitled to all refunds of its taxes and
interest received by CSA-Holdings or any of its affiliates prior
to the disposition.  Cooper-Tire has filed a motion seeking
preliminary injunction, to compel the Debtors to place all tax
refunds into an escrow account pending a ruling on its claims.

                    Debtors' Dismissal Request

Cooper-Standard Holdings Inc. and Cooper-Standard Automotive Inc.
ask the Court to dismiss the complaint filed by Cooper Tire &
Rubber Company, saying it was an attempt to circumvent the
bankruptcy laws and have the company's unsecured claim for tax
refunds elevated over the claims of other creditors.

"Cooper Tire's repeated attempts to turn its contract claim into
something more, like a trust relationship, have no basis in law.
There is no reasonable inference that defendants transferred or
intended to transfer any ownership interest, whether actual or in
trust, in the tax refunds to Cooper Tire," said Drew Sloan, Esq.,
at Richards Layton & Finger P.A., in Wilmington, Delaware.

"Even accepting all of the allegations in the complaint as true,
Cooper Tire possesses nothing more than a simple prepetition
unsecured contract claim," Mr. Sloan said in court papers.

Cooper Tire lodged the complaint before the U.S. Bankruptcy Court
for the District of Delaware to compel CS Holdings to remit about
$60 million in tax refunds to the company.  The tax refunds were
received by Cooper-Standard Automotive Canada Ltd., CS Holdings'
unit, from the Canada Revenue Agency.  The company also wants to
recover $42.5 million in additional Canadian tax refunds yet to
be received.

Cooper Tire asserts ownership of the tax refunds based on the
terms of a 2004 stock purchase agreement that was executed in
connection with the transfer of its stock to CS Holdings.  Under
the agreement, the company is reportedly entitled to all refunds
of its taxes and interest received by CS Holdings or any of its
units.

According to Mr. Sloan, there is no basis to impose a resulting
trust or constructive trust as the stock purchase agreement "does
not create a trust nor does the past conduct of the parties as
alleged in the complaint evidence any sort of trust
relationship."

Mr. Sloan pointed out that the past conduct of the parties shows
that CS Holdings' obligation to remit payments to Cooper Tire in
connection with the tax refunds was "purely contractual" in
nature.

"The defendants cannot possibly be trustees with respect to the
tax refunds because neither CSA nor [CS Holdings] possesses the
money or was ever legally entitled to it," Mr. Sloan said.  He
added that Cooper Tire is attempting to subvert the bankruptcy
laws by seeking an imposition of a trust and by attempting to
prosecute a claim in a pre-bankruptcy contract.

The Official Committee of Unsecured Creditors expressed support
for the proposed dismissal of the complaint, saying Cooper Tire
has no colorable basis to assert trust ownership interest in the
tax refunds.

"The parties Cooper Tire contends are trustees do not have legal
title to the tax refunds in question," the Creditors Committee
said.  "Where the purported trustees do not own, possess or
control the asset in question, a trust can hardly be said to
exist," the Creditors Committee said.  The panel further said
that Cooper Tire does not have an equitable right to CSA-Canada's
tax refunds but merely has a contractual claim against the buyer
for the amount of those refunds.

The Creditors Committee is authorized to participate in the
lawsuit against CS Holdings and CSA by virtue of the Court's
September 24 order.

                      Cooper Tire Objects

In a statement filed in Court, Cooper Tire countered that it has
more than adequately stated a claim under the doctrine of implied
trusts, supporting the Court's imposition of a resulting or
constructive trust over the tax refunds.

"As evidenced by the agreement, the parties intended for Cooper
Tire to retain beneficial ownership of the refunds and interest
despite any legal title that CS Holdings' subsidiaries may have
in any tax refunds that they receive," said Cooper Tire's
attorney, Jeffrey Waxman, Esq., at Morris James LLP, in
Wilmington, Delaware.  He pointed out that CS Holdings and CSA
have acted as conduit for prior remittances of refunds,
collecting and holding them for Cooper Tire's benefit until
remitted as required by the agreement.

"In such circumstances, the law will impose a resulting trust to
effectuate the intent of the parties," Mr. Waxman argued.  "Given
the defendants' wrongful retention of the refunds and interest
and their corresponding unjust enrichment, the Court may impose a
constructive trust under Delaware law."

Cooper Tire filed a motion for preliminary injunction earlier to
compel CS Holdings and CSA to put the funds in an exclusive
escrow account until a ruling is issued on the merit of its
claims against the companies.  The move was opposed by CS
Holdings and CSA, which argued that the Court does not have the
authority to enjoin them from using the tax refunds pending
adjudication of Cooper Tire's claim.

"Cooper Tire's legal interest in the tax refunds is limited to
its breach of contract claim for money damages.  This Court,
therefore, lacks authority to issue a preliminary injunction
while that claim remains pending because no federal law or
statute governs the agreement or otherwise gives rise to Cooper
Tire's right to such relief," CS Holdings and CSA said in a court
filing.

The Court will hold a hearing on October 5, 2009, to consider
dismissal of the complaint.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


DEBRA JEAN SILVA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Debra Jean Silva
        107 Shore Drive
        North Truro, MA 02652

Bankruptcy Case No.: 09-19222

Chapter 11 Petition Date: September 29, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Peter M. Daigle, Esq.
                  The Law Office of Peter M. Daigle, P. C.
                  1550 Falmouth Road, Suite 10
                  Centerville, MA 02632
                  Tel: (508) 771-7444
                  Fax: (508) 771-8286
                  Email: pmdaigleesq@yahoo.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 Ms. Silva.


DIAGNOSTIC IMAGING: Moody's Withdraws 'B1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Center for Diagnostic Imaging, Inc.  The ratings withdrawal
follows the repayment in full of amounts outstanding under the
company's $75 million (face value) senior secured term loan due
2010 and the termination of its $20 million senior secured
revolving credit facility due 2009.

On July 31, 2009, the Company entered into a new $70 million
credit facility, the proceeds of which were used to refinance the
existing debt and for general corporate purposes.  This new
facility is not rated by Moody's.

Ratings withdrawn:

* Corporate Family Rating, B1

* Probability of Default Rating, B2

* $20 million senior secured revolving credit facility due
  December 2009, Ba3, LGD2, 25%

* $75 million senior secured term loan due December 2010, Ba3,
  LGD2, 25%

The rating outlook had been stable.

The last rating action was on November 20, 2007, when Moody's
upgraded CDI's ratings.

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

Headquartered in Minneapolis, Minnesota, CDI is a leading provider
of fixed-site, diagnostic and therapeutic radiology services.  The
company operates through a network of 50 freestanding outpatient
imaging centers across ten states.  Its centers provide a full
range of imaging services including magnetic resonance imaging,
computed tomography, nuclear medicine, diagnostic and therapeutic
injection procedures, positron emission tomography, ultrasound,
nuclear medicine, mammography, fluoroscopy and conventional
radiography.  For the twelve months ended December 31, 2008, CDI
generated revenues of approximately $134 million.


ECCO ENERGY: Posts $4.3 Million Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
ECCO Energy Corp. posted a net loss of $4,384,484 for three months
ended June 30, 2009, compared with a net loss of $164,232 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $4,765,248 compared with a net loss of $348,306 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $8,674,291, total liabilities of $4,368,107 and a stockholders'
equity of $4,306,184.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45d2

Headquartered in Houston, Texas, ECCO Energy Corp. (OTC BB: ECCE)
-- http://www.eccoenergy.com/-- engages in the development,
exploration, and production of oil and natural gas properties in
the United States.  The company owns a 69% working interest in the
Wilson Lease, which is located in the Nueces County, Texas.

                        Going Concern Doubt

On April 14, 2009, GBH CPAs, PC in Houston, Texas expressed
substantial doubt about ECCO Energy'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 has negative working capital and has suffered
recurring losses from operations.


EDGEN MURRAY: Moody's Downgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Edgen Murray
II, L.P., including lowering its corporate family rating to B3
from B2.  The company's rating outlook was changed to negative
from stable.  Edgen Murray is a global distributor of carbon steel
and alloy products for use primarily in specialized applications
in the energy and niche industrial segments.  Moody's rating
actions were prompted by a drop in the company's profitability as
a result of declining capital and maintenance spending on energy
and petrochemical projects, and resulting covenant compliance
pressure under its term loan agreements.

These ratings were downgraded:

* Corporate family rating -- to B3 from B2
* Probability of default rating -- to B3 from B2
* First lien term loan due 2014 -- to Caa1 (LGD4, 59%) from B3
* Second lien term loan due 2015 -- to Caa1 (LGD4, 68%) from B3

Edgen Murray's B3 corporate family rating reflects its high
leverage, relatively small size, negligible tangible assets, and
declining profitability as energy-related investments slow.
Moody's expect project and maintenance spending in the energy
industry will remain weak into 2010.  Furthermore, high steel
inventories and intense competition for new orders are likely to
keep Edgen Murray's operating margins low even after oil and gas
drilling and capital budgets recover.

As the company's sales and earnings decline, debt to EBITDA will
begin to rise and may endanger the maximum leverage covenant found
in its term loan agreements.  In the December 2009 quarter, the
term loans' leverage covenant drops to 4.5x from 5.0x.  The
company's EBITDA may be sufficient to satisfy this test without
requiring an amendment.  Alternatively, Edgen Murray may be able
to meet the leverage covenant through the reduction of debt since
the decrease in working capital that accompanies a slowing of
sales should generate free cash flow.  However, Moody's expect the
company will seek and most likely receive approval for an
amendment to give it covenant relief for at least several
quarters, although an amendment will most likely be accompanied by
increased pricing on the term loans.

The negative outlook reflects Moody's expectation of weak
operating and financial performance into 2010, reduced financial
flexibility due to a shrinkage of its ABL borrowing base, and the
uncertainty associated with covenant compliance over the medium
term.

Moody's last rating action for Edgen Murray was on April 11, 2007,
when a B2 corporate family rating was assigned.  Edgen Murray's
ratings have been assigned by evaluating factors that Moody's
believes are relevant to the company's risk profile, such as the
company's (i) business risk and competitive position compared with
others within the industry; (ii) capital structure and financial
risk; (iii) projected performance over the near to intermediate
term; and (iv) management's track record and tolerance for risk.
These attributes were compared against other issuers both within
and outside Edgen Murray's core industry; Edgen Murray's ratings
are believed to be comparable to those of other issuers with
similar credit risk.

Edgen Murray, headquartered in Baton Rouge, Louisiana, is a
distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2008, Edgen Murray had
sales of $1.3 billion.


ENERGY PARTNERS: Alan Bell Steps Down as Restructuring Officer
--------------------------------------------------------------
Energy Partners, Ltd., reports that on September 21, 2009, Alan D.
Bell announced his resignation as the Company's Chief
Restructuring Officer effective September 30.  Mr. Bell joined the
Company on March 15, 2009.

In its meeting on the effective date of the Company's bankruptcy
exit plan, the new Board of Directors of the Company appointed
Gary Hanna as Chief Executive Officer of the Company as of the
Effective Date.  By virtue of this appointment, Mr. Bell ceased to
be the Company's principal executive officer.

Also on September 21, Stephen P. Longon resigned from his position
as the Company's Executive Vice President and Chief Operating
Officer.  Mr. Longon joined the Company in July 2007.

By operation of the Plan, on, and as of, the Effective Date, the
Company adopted its Second Amended and Restated Certificate of
Incorporation and its Second Amended and Restated Bylaws.
Amendments to the Restated Certificate include (i) a provision
increasing the number of authorized shares of common stock to
75,000,000, and (ii) a provision prohibiting, pursuant to Section
1123(a) of the Bankruptcy Code, the issuance of non-voting equity
securities.  Amendments to the Bylaws include provisions regarding
(i) advanced notice provisions for the Company's stockholder
meetings, (ii) the required form for stockholder proposals and
(iii) director resignations and removals.

                      Transactions Consummated

The Company also reports that it consummated various transactions
on the Plan Effective Date:

(1) Exit Facility

On September 21, 2009, the Company entered into a Credit Agreement
with General Electric Capital Corporation, as administrative
agent, and the financial institutions party thereto as lenders.

The Credit Agreement provides a senior secured credit facility
consisting of (a) a one-year, $25 million term loan and (b) a
three-year revolving credit facility that may be used for
revolving credit loans and letters of credit from time to time up
to a maximum principal amount of $125 million, subject to certain
limitations.  The maximum amount of letters of credit that may be
outstanding at any one time is $20 million and the amount
available under the revolving credit facility is limited by the
borrowing base.  The initial borrowing base at closing is $70
million, inclusive of the $25 million term loan.  The borrowing
base will be redetermined semi-annually based on the proved
reserves of the oil and natural gas properties that serve as
collateral for this credit facility.  Upon any repayment of the
term loan, the borrowing base will be reduced by the principal
amount of such repayment.

The term loan must be repaid in principal installments of
$2,083,333.33 each month with any remaining principal balance due
on September 21, 2010.  The revolving credit facility matures on
September 21, 2012.  With respect to base rate borrowings, accrued
interest must be paid on the last day of each fiscal quarter and,
with respect to LIBOR borrowings, accrued interest must be paid on
(a) the last day of any applicable interest period and (b) if an
interest period is six months in length, on the date that is
approximately three months after such interest period begins.

The Credit Agreement imposes customary negative covenants on the
Company and its subsidiaries and contains customary events of
default.  In addition, the Company and its consolidated
subsidiaries must maintain (a) a current ratio of 1.0 to 1.0, (b)
an interest coverage ratio of at least 2.50 to 1.0, (c) a leverage
ratio less than or equal to 1.50 to 1.0, and (d) a certain
coverage ratio with respect to plugging and abandonment
obligations.  The Company is also required to maintain a
commodities hedging program that is in compliance with the
requirements set forth in the Credit Agreement.

(2) Noteholder Indenture

On September 21, 2009, the Company issued 20% Senior Subordinated
Secured PIK Notes due 2014 in an aggregate principal amount of
$61,112,000 to certain Purchasers pursuant to (a) an Indenture
dated September 21, 2009 among the Company, the Guarantors and The
Bank of New York Mellon Trust Company, N.A., as trustee, and (b) a
Purchase Agreement dated September 21, 2009 among the Company, the
Guarantors and the purchasers named therein.  As a result of an
original issue discount required by the Purchasers, the Company
received approximately $55 million of net proceeds at closing from
the issuance of the Notes.

Until the first interest payment date that occurs 91 days after
the repayment in full of all First Priority Secured Obligations as
defined in the Indenture, and the termination of the Lenders'
commitments under the Credit Agreement, interest on the Notes will
be payable in-kind semi-annually in arrears on January 1 and
July 1 of each year, beginning on January 1, 2010.  Thereafter,
interest will be payable quarterly in cash in arrears on
January 1, April 1, July 1 and October 1 of each year.  The Notes
mature on September 21, 2014 and all accrued but unpaid interest
and the outstanding principal balance of the Notes shall be
payable on such date.  The Company may redeem all or part of the
Notes upon not less than 10 nor more than 60 days' notice to each
holder of the Notes to be redeemed, at a redemption price equal to
100% of the principal amount of the Notes to be redeemed plus
accrued and unpaid interest to the date of redemption.

The Company's obligations evidenced by the Notes are (a)
subordinated in right of payment to the Senior Obligations, (b)
guaranteed by the Guarantors and (c) (i) prior to the Senior
Credit Facility Termination Date, secured by the Collateral or
(ii) from and after the Senior Credit Facility Termination Date,
secured by the Collateral plus certain additional real property
collateral as may be required under the Indenture.  The security
interests granted to the Trustee, as collateral agent, for the
benefit of the holders of the Notes are subordinated to those
granted in favor of the Agent for the benefit of the lenders
pursuant to a Subordination Agreement among the Company, the
Guarantors, the Agent and the Trustee.

The Indenture imposes customary negative covenants on the Company
and its subsidiaries (which covenants are based on such covenants
as contained in the Credit Agreement, except that there are no
financial performance covenants contained in the Indenture) and
contains customary events of default.

(3) Exchange Agreement

On the Effective Date, the Company entered into an exchange
agreement with Mellon Investor Services LLC, as the exchange
agent, in order to effect the exchange of the Company's 9.75%
Senior Unsecured Notes due 2014, Senior Floating Notes due 2013
and 8.75% Senior Notes due 2010 and existing common stock of the
Company into shares of the Company's new common stock that were
issued on the Effective Date.

(4) 2009 Long-Term Incentive Plan

On the Effective Date, the Board of Directors adopted the Energy
Partners, Ltd. 2009 Long Term Incentive Plan.  The purpose of the
2009 LTIP is to provide a means to enhance the Company's
profitable growth by attracting and retaining employees,
directors, and consultants through affording such individuals a
means to acquire and maintain stock ownership or awards the value
of which is tied to the performance of the Company's common stock.
All employees, directors and consultants providing services to the
Company or its subsidiaries are potentially eligible to
participate in the 2009 LTIP.  The Company intends to achieve the
2009 LTIP's purpose by primarily providing grants of (i) incentive
stock options qualified as such under U.S. federal income tax
laws, (ii) stock options that do not qualify as incentive stock
options, (iii) restricted stock awards, (iv) restricted stock
units, (v) stock appreciation rights, (vi) bonus stock and awards
in lieu of Company obligations, (vii) dividend equivalents in
connection with other awards, (viii) deferred shares, (ix)
performance units or shares, or (x) any combination of such
awards.

                       Agreements Terminated

Pursuant to the Plan, on the Effective Date, these material
agreements were terminated:

(1) Stock Option Plans

All outstanding stock option or other equity awards either became
fully vested and were deemed exercised or were cancelled and no
distribution will be made on account thereof. All existing stock
and incentive compensation plans of the Company were deemed
cancelled under the Plan.

(2) Senior Notes

The Company's (i) 8.75% unsecured notes due in 2010, (ii) 9.75%
senior unsecured notes due 2014 and (iii) senior floating notes
due 2013, and the related two indentures were deemed cancelled as
of the Effective Date.  Each holder of Senior Notes received, in
exchange for its total claim (including principal and interest),
its pro rata portion of 95% of the reorganized EPL common stock to
be issued pursuant to the Plan, subject to dilution by the
issuance of shares of common stock upon the exercise of options,
or otherwise, pursuant to the Company's 2009 LTIP.

(3) Subsidiary Guarantees

All subsidiary guarantees for the Senior Notes provided by certain
of the Company's subsidiaries were terminated and discharged as of
the Effective Date.

(4) Change of Control Severance Agreements

Change of Control Severance Agreements between the Company and
each of Stephen P. Longon and John H. Peper were terminated and
the Company's obligations thereunder were discharged.

                   Issuance of New Common Stock

On the Effective Date, each holder of the Company's Senior Notes
received, in exchange for its total claim (including principal and
interest), its pro rata portion of 95% of the Company's common
stock to be issued pursuant to the Plan, subject to dilution by
the issuance of shares of common stock upon the exercise of
options, or otherwise, pursuant to the Company's 2009 LTIP.

On the Effective Date, each holder of the Company's common stock
prior to the Effective Date received, in full satisfaction of and
in exchange for its common stock interests its pro rata portion of
5% of the common stock that was issued pursuant to the Plan,
subject to dilution by the issuance of shares of common stock upon
the exercise of options, or otherwise, pursuant to the Company's
2009 LTIP.

                   Current Equity Capitalization

As of the Effective Date, the Company's equity capitalization
consists solely of (i) 38 million shares of common stock issued to
the holders of Senior Notes and (ii) 2 million shares of common
stock issued to the holders of equity interests in the Company
immediately prior to the Effective Date.  The Company has reserved
up to 1,237,000 shares, constituting 3% of its common stock on a
fully diluted basis, for issuance of (i) restricted shares and
(ii) shares for the exercise of options, in each case issued
pursuant to the 2009 LTIP.

The reorganized EPL common stock will trade on the New York Stock
Exchange under the ticker symbol EPL.

                    About Energy Partners Ltd.

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

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


EUROFRESH INC: Hearing on Confirmation of Plan Set for Oct. 14
--------------------------------------------------------------
Arizona Daily Star reports that a hearing on the confirmation of
Eurofresh Inc.'s reorganization plan has been rescheduled on
October 14.  The TCR reported on September 22, 2009, that the
hearing was initially set for September 28.

As reported by the TCR on June 19, 2009, Eurofresh Inc. and its
debtor-affiliates delivered to the Bankruptcy Court a proposed
plan that contemplates the Debtors' continued operation as a going
concern.

Under the Plan, holders of existing credit facility secured
claims, miscellaneous secured claims, and convenience claims are
expected to receive 100% recovery.  Holders of general unsecured
claims and senior noteholder claims are expected to get between 5%
and 7% recovery under the plan.  The Debtors do not expect any
distribution to holders of discount noteholder claims,
subordinated debt securities claims and holders of equity
interests.  According to the explanatory disclosure statement,
claimants will receive these distributions under the Plan:

    i) holders of existing credit facility secured claims -- debt
       of $50 million secured by a blanket lien on substantially
       all assets of Eurofresh pursuant to a Credit and Guaranty
       Agreement dated as of March 25, 2008, signed by Silver
       Point Finance, LLC, as agent -- will receive a principal
       reduction payment of $7.5 million of the outstanding
       obligations under the existing credit documents and a
       rollover of all remaining obligations under the existing
       credit documents, to the extent allowed, into a new credit
       facility;

   ii) holders of miscellaneous secured claims will, on the
       effective date, either be reinstated, paid in full in cash
       or satisfied by the return of collateral;

  iii) holders of allowed convenience claims will receive the
       lesser of the allowed general unsecured claims of the
       holder or $1,000 paid in cash;

   iv) holders of allowed general unsecured claims will receive
       cash payments in an amount equal to the holder's pro rata
       share of the general unsecured claim fund; and

    v) holders of allowed senior noteholder claims will receive
       their pro rata share of:

         a) $10.0 million in face amount of PIK preferred stock;

         b) one million shares of New Common Stock; and

         c) certain proceeds of reserved shares under certain
            circumstances.

The Plan will be funded by new money financing and the issuance of
new common stock and PIK stock.  A total of $12.5 million in new
financing will be provided by Johan van den Berg and certain
noteholders -- holders of the $170,000,000 of 11-1/2% senior notes
due in 2013 issued by Eurofresh prepetition.  The $7.5 million of
the new money financing will be applied to reduce the principal
amount under the Existing Credit Documents and $5 million of which
will be used for working capital of Reorganized Eurofresh.

Bio Dynamics B.V./S.a.r.L., a Luxembourg company, company, which
is an affiliate, and under the direction, of Johan van den Berg,
will receive 40% of the stock of reorganized Eurofresh, the
Investing Noteholders 40%, 10% to Senior Noteholders and the
remaining 10% to be held in reserve.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3df6

A full-text copy of the Debtors' Chapter 11 plan of reorganization
is available for free at http://ResearchArchives.com/t/s?3df7

                       About Eurofresh Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankr. D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel.  The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.


EXTENDED STAY: Former Judge to Probe Bank Deals
-----------------------------------------------
Diana Adams, the U.S. Trustee for Region 2, has appointed Salt
Lake City lawyer and former judge Ralph Mabey as examiner to probe
claims that Extended Stay Hotels Inc. filed for bankruptcy in a
scheme to push out junior debt holders.

As reported by the TCR on Sept. 23, Bankruptcy Judge James Peck
approved the U.S. Trustee's request for an examiner who will probe
Extended Stay's deals with lenders before it filed for bankruptcy.

Ms. Adams requested for a probe on the structuring, negotiation
and closing of the acquisition of the Debtors in 2007 by an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein.

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

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

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

                        About Extended Stay

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

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

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

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


FAIRPOINT COMMUNICATIONS: Moody's Cuts Corporate Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service downgraded FairPoint Communications,
Inc.'s corporate family rating to Caa3 from Caa2, and the
probability of default rating to Ca from Caa3 following the
company's announcement that it had commenced discussions with its
lenders regarding a permanent debt restructuring.  As part of
those negotiations, the company stated that it has entered into a
forbearance agreement with the lenders and also warned in its
filings that it may not pay interest or principal under the credit
facility due on September 30, 2009.  The non-payment of principal
or interest beyond the grace period on the credit facility is
deemed a limited default by Moody's.

If the company does not pay the principal on the due date, or the
interest beyond the grace period, the PDR will be repositioned to
Ca/LD to reflect conclusion of the limited default that will have
then occurred.  The "/LD" suffix will be removed after three
business days.  If the company makes the scheduled payments on the
credit facility, the "/LD" designation will not be placed on the
PDR.  However, the ratings and the negative outlook continue to
reflect Moody's belief that further restructuring of the balance
sheet is inevitable, as the company's current capital structure is
unsustainable based on the probable EBITDA and cash flow that the
company will generate from its operations in relation to its debt
structure over the forward rating horizon.

These summarizes the rating actions taken by Moody's:

Downgrades:

Issuer: FairPoint Communications, Inc.

  -- Probability of Default Rating, Downgraded to Ca from Caa3

  -- Corporate Family Rating, Downgraded to Caa3 from Caa2

  -- Senior Secured Bank Credit Facility, Downgraded to Caa2 from
     Caa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     Ca

Moody's most recent rating action for FairPoint was on July 27,
2009.  At that time, Moody's respositioned FairPoint's Probability
of Default Rating to Caa3/LD from Caa3 to reflect the limited
default that occurred following the effectiveness of the company's
tender offer to exchange its 13-1/8% senior unsecured notes due
2018.

Fairpoint, headquartered in Charlotte, North Carolina, is the
eight largest wireline telecommunications company in the U.S.,
serving about 1.4 million access lines in primarily rural areas
and small- and medium-sized cities.


FINLAY ENTERPRISES: Court Appoints Gordon Brothers as Liquidator
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York on September 25, 2009, entered an order approving the
appointment of Gordon Brothers Retail Partners, LLC, as agent for
Finlay Enterprises, Inc. and its affiliates and subsidiaries to
conduct "store closing" or similar sales of merchandise located at
all of the Company's retail store locations and the Company's two
distribution centers.

The Company, in consultation with the agent for its senior secured
lenders and the official committee of unsecured creditors
appointed in the Company's Chapter 11 cases, selected Gordon
Brothers as having the highest and best bid following the
completion of an auction for the Company's business and assets
pursuant to bidding procedures previously approved by the Court.

The transaction is expected to be completed by February 28, 2010.

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

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

                     About Finlay Enterprises

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

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

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


FIRST BANCORP: Moody's Makes Assessment on Governance & Controls
----------------------------------------------------------------
As part of the ongoing review for possible downgrade that Moody's
Investors Service initiated on July 31, 2009, the rating agency
announced that it would be conducting an assessment of First
Bancorp's governance and controls.  This follows First Bancorp's
8K filing on September 28, 2009, in which the resignation of their
Chairman, CEO and President, Luis Beauchamp, was announced
following an internal review by the Audit Committee into certain
personal transactions that he failed to report to the Corporation
in accordance with its policies and procedures.  First Bancorp is
the unrated bank holding company of FirstBank Puerto Rico (bank
financial strength D+, long-term deposits Ba1 on review for
possible downgrade), its primary operating subsidiary.

In addition to governance and controls, as previously mentioned,
the review will focus on the possible further deterioration in
FirstBank's loan portfolio.  Continued deterioration in the bank's
Puerto Rico portfolio would further challenge financial
flexibility which is already severely pressured by FirstBank's
Florida commercial real estate exposure where losses are at the
high end of Moody's expectations.  The review was initiated
following First BanCorp's second quarter earnings release where it
reported a net loss of $78.7 million, driven by a provision for
loan losses of $235 million, and announced the suspension of
common and preferred dividends.  The heightened provision was
primarily due to the continued market downturn in South Florida
and Puerto Rico.


FLEETWOOD ENTERPRISES: Draft of Disclosure Statement in the Works
-----------------------------------------------------------------
A rough draft of the disclosure statement explaining the
bankruptcy exit plan for Fleetwood Enterprises, Inc., has been
prepared, according to the Company's monthly operating report for
the period beginning July 27 through August 23, 2009.

The monthly operating report was filed with the United States
Trustee for the Central District of California, Riverside
Division.  A copy of the report was delivered to the Securities
and Exchange Commission on September 23, 2009.

On September 8, 2009, an order was received authorizing Fleetwood
to enter into (a) an IT Services Agreement which provides for: (i)
the sale of certain IT equipment and software free and clear of
liens, claims, interests and encumbrances to En Pointe
Technologies, Inc.  The agreement also provided for the offer of
employment to former Fleetwood employees and an assumption
agreement to which the vendor assumes all portions of the RV
transition services agreement related to the provision of IT
Services in accordance with the IT Services Agreement.

On August 14, 2009, Fleetwood received an order authorizing and
approving the sale of seven manufactured housing plants to FH
Holdings, Inc., free and clear of liens, claims, interests and
encumbrances and authorizing and approving assumption and
assignment of certain unexpired leases and executory contracts.

On August 13, 2009, Fleetwood received an order authorizing and
approving the sale of Fleetwood Homes of Indiana, Inc., to
Adventure Homes, LLC., free and clear of liens, claims, interests
and encumbrances.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.

A full-text copy of the August Monthly Operating Report is
available at no charge at http://ResearchArchives.com/t/s?45eb

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co. LLC as its investment banker.


FONTAINEBLEAU LV: Penn National Mulls Buying Casino in Vegas
------------------------------------------------------------
Penn National Gaming Inc. Chief Executive Officer Peter Carlino
said the company is looking at most U.S. gambling assets that come
up for sale and wants to buy a Las Vegas Strip casino, Beth Jinks
at Bloomberg reported.

Mr. Carlino said that his company is looking also at Fontainebleau
Las Vegas, which has an unfinished 63-story casino resort on the
Las Vegas Strip.  "Clearly we're looking at it, we're looking at
lots of properties in Las Vegas," William Clifford, Penn's chief
financial officer, said Sept. 30 at a Deutsche Bank AG conference
in Scottsdale, Arizona.  "Obviously Fontainebleau is actionable
right now, so it's clearly higher up on the priority list than
other opportunities in Las Vegas."

As reported by the TCR on Sept. 30, an ad hoc group of term
lenders of Fontainebleau Las Vegas has asked the Bankruptcy Court
to convert the Company's bankruptcy case to Chapter 7 liquidation.
Michael I. Goldberg, Esq., at Akerman Senterfitt, in Miami,
Florida, asserts the case should be converted as no meaningful
progress has been made, leaving no likelihood of rehabilitation.

The Debtors own an unfinished 63-story casino resort in Las Vegas.
However, according to the term lenders group, "With completion of
the project not possible, a sale of the project to a third party
and liquidation of the remaining assets is the only viable course
to realize any meaningful value for creditors."

Fontainebleau told the Bankruptcy Court last month that two
unidentified parties were looking at the resort.  According to
Bloomberg News, analysts including Bill Lerner at Union Gaming
Group LLC have indicated that Penn and Harrah's Entertainment Inc.
owner Apollo Management LP were the likely two.

                  About Fontainebleau Las Vegas

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

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

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

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


FOUNTAIN POWERBOAT: Seeking Chief Investor, Wants Liberty
---------------------------------------------------------
Fountain Powerboat Industries Inc. President and CEO Reggie
Fountain said that they have been looking for a chief investor in
the Company since it filed for bankruptcy protection and that he
is confident about Liberty Investments because of the group's
track record in the marine industry, Greg Katski at Washington
Daily New reports.

Washington Daily relates that a deal is pending between Fountain
Powerboat and Liberty Investments that would make the investment
group majority shareholders in the Company.  According to
Washington Daily, Liberty would help finance the reorganization of
Fountain Powerboat and help the Company pay off its creditors.
Washington Daily states that Mr. Fountain said that under the
pending deal, he would be retained as Fountain Powerboat president
and CEO.

Citing Fountain Powerboat, Washington Daily says that a bank note
from Regions Bank, Fountain Powerboat's largest creditor, had been
purchased by the Oxford Investment Group for $6.5 million.  "We
didn't really want the bank to sell the note, but they did," the
report quoted Mr. Fountain as saying.  Mr. Fountain said that he
isn't comfortable with Oxford Investment, which has little
experience in the marine industry, taking over Fountain
Powerboat's assets, the report states.

Washington Daily quoted Mr. Fountain as saying, "Oxford was trying
to circumvent the court process of a fair auction that might have
put in enough money for me to take care of some unsecured
creditors.  The court probably won't look in favor of that."
Washington Daily relates that an auction of Fountain's assets is
set by the U.S. Bankruptcy Court in the Eastern District of North
Carolina for Monday.

Washington Daily, citing Mr. Fountain, states that if Liberty
Investments becomes Fountain Powerboat's majority shareholder,
Oxford Investment will be treated as a secure creditor and the
Company's bank note will be paid off over time.

Fountain Powerboats, Inc., a subsidiary of Fountain Powerboat
Industries, Inc., of Washington, North Carolina, has its executive
offices and manufacturing facilities along the Pamlico River in
Beaufort County, North Carolina.  The Company designs,
manufactures and sells offshore sport boats, sport fishing boats
and express cruisers that target the segment of the recreational
power boat market where speed, performance, safety and quality are
the main criteria for purchase.  These recreational boats are
based upon an innovative, award-winning design enabling world
class performance while using standard reliable power.  There are
currently 12 buildings located on 65 acres totaling over 237,000
square feet accommodating 40 to 45 boats in various stages of
construction at any one time.  The present plant site can also
accommodate up to 300,000 square feet of additional manufacturing
space.  The land and buildings are wholly owned by Fountain
Powerboat Industries, Inc., and its subsidiary, Fountain
Powerboats.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilities.


GANNETT CO: S&P Assigns 'BB' Rating on $200 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Gannett Co. Inc.'s
proposed $200 million senior notes due 2014 and $200 million
senior notes due 2017 an issue-level rating of 'BB' (at the same
level as the 'BB' corporate credit rating on the company).  S&P
also assigned the notes a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for noteholders
in the event of a payment default.

Proceeds of the notes will be used to repay revolver and term loan
balances.  The notes are guaranteed by all of Gannett's
subsidiaries that guarantee obligations under the company's credit
facilities and, as such, they rank pari passu with the facilities
and other guaranteed notes issued by Gannett.

In addition, Gannett announced that it expects EBITDA to decline
about 25% in the September 2009 quarter.  This is a moderated pace
of decline compared to the decline in S&P's measure of EBITDA of
more than 40% experienced in the first half of 2009.  Also,
Gannett reported that the company repaid about $200 million in
debt in the September 2009 quarter and has repaid more than
$500 million in debt balances so far in 2009.  The company expects
its senior leverage ratio, as calculated under its credit
agreements, to be between 3.04x and 3.07x -- at about the same
level in the June 2009 quarter.  These operating performance
measures are in alignment with S&P's expectation for the current
'BB' corporate credit rating.

Still, the 'BB' rating reflects the secular shift in revenue away
from Gannett's newspaper business, which has been exacerbated by
an extended period of cyclical pressure, and the difficulty at
this time in estimating how much the pace of decline in newspaper
ad revenue might moderate over the intermediate term.  In
addition, S&P anticipate that leverage will increase.  Gannett's
focus on using its still-large discretionary cash flow generation
for debt repayment to help limit the leverage increase to a
relatively moderate level (compared to other U.S.-based newspaper
companies) only partially offsets these negative credit factors.

S&P has incorporated into the current rating the expectations for
a U.S. economic recovery beginning in 2010 and that the decline in
newspaper ad revenue would moderate to the low-to-mid-teens
percentage area in that year.  S&P believes Gannett's broadcasting
business will benefit when the economy recovers, as well as from
midterm political advertising in 2010.  S&P could lower the rating
in the event operating conditions do not moderate sufficiently in
the second half of 2009, or if prospects for economic growth dim
for 2010.  In addition, a key credit consideration in coming
periods will be S&P's view of Gannett's ability to refinance
maturing notes and its credit facility in 2012.  S&P's view of
refinancing risk for Gannett in 2012 will be closely linked to
prospects for a moderating pace of newspaper ad revenue decline in
2010 and in subsequent years.

The negative rating outlook reflects continued difficult
challenges from recessionary economies in the U.S. and the U.K.,
creating significant cyclical pressure in the company's newspaper
and broadcasting businesses at the same time in 2009.  S&P expects
the company to face a period of cyclical pressure that will
continue to exacerbate the secular shift in revenue away from
Gannett's newspaper business.  In 2009, S&P currently expect that
EBITDA could decline between 30% and 35% (on a pro forma basis
after factoring in ShopLocal LLC and CareerBuilder investments in
2008).  This and the increase in the unfunded pension and
postretirement obligation (partially offset by additional debt
repayment resulting from the lower dividend) will increase S&P's
measure of lease- and pension-adjusted total debt to EBITDA to the
low-4.0x area at the end of 2009 from 3.4x at the end of 2008.
S&P views this level as being somewhat weak for the 'BB' rating.

                           Ratings List

                         Gannett Co. Inc.

          Corporate Credit Rating        BB/Negative/--

                           New Ratings

                         Gannett Co. Inc.

                $200M sr nts due 2014          BB
                  Recovery Rating              3
                $200M sr nts due 2017          BB
                  Recovery Rating              3


GOLDEN NUGGET: S&P Raises Corporate Credit Rating to 'CC'
---------------------------------------------------------
Standard & Poor's said it raised its corporate credit rating on
Las Vegas-based Golden Nugget Inc. to 'CC' from 'SD' (selective
default).  The rating outlook is negative.

At the same time, S&P affirmed its 'CC' issue level rating on the
company's first-lien credit facilities.  The recovery rating on
these loans remains at '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.

The issue-level rating on the company's second-lien credit
facility remains at 'D'.  The recovery rating on the second-lien
credit facility remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

"The 'CC' corporate credit rating reflects, in S&P's view, the
distressed financial condition of the company and its expectation
the company will not be able to continue to meet debt service
obligations absent a further restructuring of its debt," said
Standard & Poor's credit analyst Melissa Long.

S&P notes that the company could violate its total leverage
covenant in the next few quarters.

Golden Nugget's operating performance remains weak.  In the first
six months of 2009, revenues and EBITDA declined 17.5% and 30%,
respectively.  S&P does not expect these declines will moderate in
the second half of 2009.  Based on recent operating trends, S&P's
estimate for operating lease adjusted leverage at Golden Nugget,
pro forma for the repurchase of $33.2 million of principal of its
second-lien term loan, is about 9.0x, for the last 12 months ended
June 30, 2009.  S&P notes that its estimate of leverage differs
from the bank's calculation for covenant purposes.  Under the
bank's calculation, required parent contributions are included as
EBITDA for covenant purposes.  The company's first-lien credit
agreement requires Golden Nugget to maintain leverage of no more
than 7.75x.  S&P has previously cited its expectation that
Landry's would support Golden Nugget in 2009 to the extent
permitted under its credit agreement ($25 million) and S&P expects
that with this support, Golden Nugget will remain in compliance
with its total leverage covenant in 2009.  S&P remains concerned,
however, that the company will not be able to remain in compliance
with covenants in 2010, absent a significant improvement in the
operating environment and a substantial return on the expansion
project, neither of which S&P expects.


GROUP 1: S&P Changes Outlook to Stable, Affirms 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Group 1 Automotive Inc. to stable from negative and affirmed
the ratings, including the 'B+' corporate credit rating.

"The outlook revision reflects S&P's view that Group 1's ability
and willingness to stabilize EBITDA margins through aggressive
cost initiatives, as well as signs of stabilizing new-vehicle
demand, will enable the company's credit profile to become
consistent with the current rating during the next year," said
Standard & Poor's credit analyst Nancy Messer.  "We now believe
that there is less than a one-in-three chance that S&P would
downgrade the company in the year ahead because S&P expects Group
1's prospective earnings and cash flow performance to be enhanced
by its cost reductions," she continued.

S&P continues to view Group 1's business risk profile as weak and
its financial risk profile as highly leveraged.  Group 1 is one of
several large consolidators in the highly competitive U.S. auto
retailing industry.

In S&P's opinion, the company's ability to generate free cash from
operations on a fairly consistent basis, in conjunction with
minimizing capital investment in dealerships and refraining from
making large acquisitions, mitigates its very high leverage that
resulted from lower earnings during the recession.  Still, the
rating reflects S&P's assumption that Group 1 will reduce leverage
as the recession recedes, EBITDA improves, and cash becomes
available for permanent debt reduction.

The resilience of Group 1's business model, with its diverse
revenue stream, is seen in the revenue stability and higher
margins of the company's parts and services (P&S) operations,
which made up about 50% of Group 1's total gross profit for
second-quarter 2009.  Although Group 1's P&S revenue has weakened
during the recession, year-over-year percentage declines have been
in only the single digits compared to double-digit declines for
new- and used-vehicle sales revenues.  Thus, as S&P had expected,
the P&S business has provided a revenue and margin cushion for
Group 1, while same-store vehicle unit sales have declined year-
over-year in virtually every quarter for more than two years, and
weak pricing has pressured margins.

Business model resilience is also reflected in improved same-store
gross profit margin that reached 17.2% for the second quarter of
2009 compared to 15.9% for the second quarter of 2008.  This
increase was caused by a segment mix shift; the higher-margin P&S
business accounted for about 50% of same-store gross profit in the
second quarter of this year compared to only 41% in the second
quarter of 2008.  At the same time, lower-margin, new-vehicle
same-store gross profit fell to about 18% of the mix from 25% one
year ago.

Cost-side initiatives are the second primary factor supporting the
outlook revision.  Group 1 and all other rated auto retailers are
relying on the variable nature of their cost structures to lower
costs as their revenue shrinks.  The company achieved SG&A savings
of $86 million in the first half of 2009 and is on track to
achieve its $120 million target for the full year, 25% of which is
expected to be permanent, which will benefit profitability when
vehicle sales eventually rebound.

S&P expects U.S. sales of new light vehicles to drop about 22% in
2009 from 2008, to 10.3 million units, including the effect of the
"Cash for Clunkers" program.  S&P estimate new-vehicle sales will
improve to 10.9 million units in 2010, but this would still be
well below the weak levels of 2008.  S&P views the financial
effect of the General Motors Corp. and Chrysler LLC bankruptcies
on Group 1 as relatively benign because of the speed with which
the two automakers exited bankruptcy.  Neither automaker
terminated any of Group 1's dealership agreements in this process.

The stable outlook reflects S&P's assumption that the company's
improved cost structure and control systems, in combination with a
diverse revenue stream and resilient brand mix, will enable the
credit profile to become consistent with the rating, even if U.S.
light-vehicle sales remain lackluster next year.  S&P also assume
large acquisitions and capital investment projects will be
deferred until lease-adjusted leverage begins to decline.

For the 'B+' rating, S&P expects the company's lease-adjusted
leverage to move toward 6x within the next two years.  S&P also
expect the company to report free cash flow during this period as
a result of cost controls and significantly lower spending on
acquisitions and capital expenditures.

S&P could revise the outlook to positive if S&P believed that
Group 1 could continue to offset difficult auto sales with its
revenue diversity and focus on operating efficiencies, combined
with generating positive free cash and reducing debt, through 2009
and into 2010.  This could occur if the company's lease-adjusted
leverage drops to 6x or less as a result of using free cash flow
for permanent debt reduction.  Leverage for the 12 months ended
June 30, 2009, was 7.2x.

S&P could revise the outlook to negative if S&P believed the
company would not report free cash flow in the year ahead --
perhaps because of a high level of acquisitions and/or investment
in dealer upgrades -- and that adjusted leverage would remain near
7x or higher.

For example, S&P could lower the rating if S&P believed the
company's reported EBITDA would fall short of S&P's current 2010
assumption of $110 million by 10% or more and debt would remain at
current levels, so that adjusted leverage would remain above 7x.
This could occur if the U.S. economy remains weak and the company
is unable to reduce its cost base to fit the reduced revenue.


HANLEY-WOOD LLC: Weak Liquidity Cues Moody's to Junk Corp. Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Hanley-Wood, LLC's Corporate
Family Rating and the rating on the senior secured credit facility
to Caa1 from B2.  The Probability of Default Rating was lowered to
Caa1 from B3 and the ratings outlook remains negative.

The downgrade to Caa1 and negative outlook reflect Hanley Wood's
very high financial leverage and weak liquidity profile, which are
expected to deteriorate further over the near term and lead to a
capital structure that may be untenable in Moody's view.  A
significant portion of Hanley Wood's annual earnings are derived
from exhibitions held in the first quarter of each year, including
its largest trade show "World of Concrete".  Space draws on these
exhibitions are often contracted up to one year in advance and
revenues are largely driven by the commercial building materials
sector, which has lagged residential housing in demand
contraction.  As such, contribution from shows held in the first
quarter of 2009 remained relatively flat to 2008.  However,
Moody's expects Hanley Wood's 2010 revenue and EBITDA to drop
sharply as commercial construction exhibitors face earnings
pressure from a significant decline in projected non-residential
construction put in place in the US.  Meanwhile, Hanley Wood's
advertising and exhibition revenues derived from the residential
housing end market are expected to remain at already weak levels.
The anticipated decline in consolidated EBITDA is projected to
lead to financial leverage of at least 15 times throughout 2010,
up from 7.8 times at June 30, 2009.

Cash flow from operations over the near term is not expected to
fully cover modest capital expenditure and term loan amortization
requirements, leading to additional reliance on the revolver.  At
June 30, 2009, the outstanding balance on the $65 million revolver
was $5.5 million.  On September 18, 2009, Hanley Wood executed an
amendment to its senior secured credit facility that greatly
increased permitted financial leverage levels through 2011.
However, the amendment also reduced the revolver commitment to
$22.5 million and established a requirement for approval by 62.5%
of revolving lenders before Hanley Wood can access the last
$7.5 million.  Moody's expects the outstanding balance on the
revolver to approach $15 million in early 2010, resulting in
minimal availability and little room for a shortfall in operating
results.

Moody's downgraded these ratings:

* $22.5 million (formerly $65 million) senior secured revolver due
  2013, to Caa1 (LGD3, 49%) from B2 (LGD3, 34%)

* $395 million senior secured term loan B due 2014, to Caa1 (LGD3,
  49%) from B2 (LGD3, 34%)

* Corporate Family Rating, to Caa1 from B2

* Probability of Default Rating, to Caa1 from B3

The previous rating action for Hanley Wood occurred on
September 30, 2008, when Moody's changed the ratings outlook to
negative from stable.  Hanley Wood's ratings were assigned by
evaluating factors Moody's believe are relevant to the credit
profile of the issuer, such as i) the business risk and
competitive position of the company versus others within its
industry, ii) the capital structure and financial risk of the
company, iii) the projected performance of the company over the
near to intermediate term, and iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside Hanley Wood's core industry and
Hanley Wood's ratings are believed to be comparable to those of
other issuers of similar credit risk.

Headquartered in Washington, DC, Hanley Wood is a leading
business-to-business media company serving customers in the
residential housing and commercial construction end markets.
Revenues for the twelve month period ended June 30, 2009, were
approximately $170 million.


HCA INC: Pagliuca Steps Down as Director to Pursue Senate Bid
-------------------------------------------------------------
Stephen G. Pagliuca on September 21, 2009, notified the Board of
Directors of HCA Inc. of his intention to resign from the
Company's Board of Directors, effective immediately due to his
entrance in the Massachusetts U.S. Senate race.

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As of June 30, 2009, HCA had $24.2 billion in total assets; total
current liabilities of $3.39 billion, long-term debt of
$26.3 billion, professional liability risks of $1.11 billion,
income taxes and other liabilities of $1.71 billion and equity
securities with contingent redemption rights of $155 million.
Stockholders' deficit attributable to HCA Inc. is $9.48 billion as
of June 30, 2009.

As reported by the TCR on August 4, 2009, Moody's Investors
Service assigned a Ba3 (LGD3, 32%) rating to HCA Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
B2 Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HARRAH'S ENTERTAINMENT: Unit Gets $1-Bil of Incremental Term Loans
------------------------------------------------------------------
Harrah's Operating Company, Inc., a wholly owned subsidiary of
Harrah's Entertainment, Inc., on September 26, 2009, entered into
an amendment to its senior secured credit facilities to allow for
$1 billion of incremental term loans.  Harrah's Operating intends
to use the proceeds of the incremental term loans to refinance or
retire existing debt and to provide additional liquidity.

Banc of America Securities LLC and Citigroup Global Markets Inc.
will act as the joint lead arrangers; BAS, CGMI, Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc. will act as the joint bookrunners; and
Goldman Sachs Credit Partners L.P. and Morgan Stanley Senior
Funding, Inc., will act as co-managers under the Incremental Term
Loan facility.

A copy of the Incremental Facility Amendment To Credit Agreement
is available at no charge at http://ResearchArchives.com/t/s?45df

                   About Harrah's Entertainment

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

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

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from  'CCC'.


HARRAH'S ENTERTAINMENT: HOC Commences Discounted Offer for Notes
----------------------------------------------------------------
Harrah's Entertainment, Inc.'s direct, wholly owned subsidiary,
Harrah's Operating Company, Inc., last week commenced cash tender
offers for its outstanding debt securities.

The maximum aggregate amount of consideration that may be paid for
Notes tendered and accepted for purchase pursuant to the Offers
has been reduced and may not exceed $160 million -- from
$175 million announced September 22.
                                                     Tender Offer
                                                Consideration Per
   CUSIP/ISIN     Notes                          $1,000 Principal
   ----------     -----                          ----------------
   413627AQ3/     5.500% Senior Notes due 2010    $980.00
   US413627AQ32

   700690AQ3/     7.875% Senior Subordinated      $997.50
   US700690AQ34   Notes due 2010

   413627AH3/     8.000% Senior Notes due 2011    $960.00
   US413627AH33

   700690AL4/     8.125% Senior Subordinated      $955.00
   US700690AL47   Notes due 2011

   700690AK6/
   US700690AK63

In a September 22 statement, the Company said the purpose of the
Offers is to acquire the outstanding Notes, subject to the Maximum
Tender Consideration.  The Company said to the extent the
$175 million Maximum Tender Consideration is insufficient to pay
the aggregate principal amount of Notes tendered, then the Notes
would only be accepted on a pro rata basis (as of the date of
acceptance), in the greatest aggregate principal amount
practicable that does not cause the Maximum Tender Consideration
to be exceeded.  The terms of the Offers are described more fully
in the Offers to Purchase Statement prepared in connection with
the Offers.

The Offers are not conditioned on a minimum principal amount of
Notes being tendered. However, the Offers are subject to certain
other conditions.  In addition, HOC has the right to terminate or
withdraw any of the Offers, at any time and for any reason,
including if any of the conditions described in the Statement are
not satisfied.

Each of the Offers will expire at midnight, New York City time, on
October 21, 2009, unless any of them is extended.  Tenders may be
withdrawn prior to 5:00 p.m., New York City time, on September 28,
2009 unless extended by HOC.  Holders may withdraw tendered Notes
at any time prior to the Withdrawal Deadline, but holders may not
withdraw tendered Notes on or thereafter.

The Company has retained Citigroup Global Markets Inc. to act as
the Dealer Manager in connection with the Offers.  Any Holder that
has questions concerning the terms of the Offers may contact the
Dealer Manager at (800) 558-3745 (Toll-free) or (212) 723-6106
(Collect).

Documents relating to the Offers will only be distributed to
holders of the Notes.  Holders who desire a copy of documents
relating to the Offers should contact Global Bondholder Service
Corporation, the information agent for the offers, at (866) 736-
2200 (Toll-Free) or (212) 925-1630 (Collect).

                   About Harrah's Entertainment

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

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

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HARRAH'S ENTERTAINMENT: HOC Offers to Swap 1st and 2nd Lien Notes
-----------------------------------------------------------------
Harrah's Operating Company, Inc., filed a preliminary prospectus
with the Securities and Exchange Commission in connection with its
offer to exchange:

     -- up to $214,800,000 in aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2015,

     -- $847,621,000 in the aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2018,

     -- $3,705,498,000 in the aggregate principal amount of its
        registered 10.00% Second-Priority Senior Secured Notes due
        2018, and

     -- $2,095,000,000 in aggregate principal amount of its
        registered 11.25% Senior Secured Notes due 2017,

for a like principal amount of HOC's:

     -- unregistered 10.00% Second-Priority Senior Secured Notes
        due 2015,

     -- 10.00% Second-Priority Senior Secured Notes due 2018,

     -- 10.00% Second-Priority Senior Secured Notes due 2018, and

     -- 11.25% Senior Secured Notes due 2017

The terms of the exchange notes and related guarantee are
identical to the terms of the related original notes and the
guarantees in all material respects, except for the elimination of
some transfer restrictions, registration rights and additional
interest provisions relating to the original notes.  The notes are
irrevocably and unconditionally guaranteed by Harrah's
Entertainment, Inc.  The notes will be exchanged in denominations
of $2,000 and in integral multiples of $1,000.

Harrah's will not receive any cash proceeds from the issuance of
the exchange notes in the exchange offers.  U.S. Bank National
Association is the exchange agent for the exchange offers.

A full-text copy of the Company's Offer to Exchange is available
at no charge at http://ResearchArchives.com/t/s?45e2

                   About Harrah's Entertainment

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

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

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HIRSCH INTERNATIONAL: Posts $2MM Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Hirsch International Corp. posted a net loss of $2,187,000 for
three months ended June 30, 2009, compared with a net loss of
$1,014,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $4,927,000 compared with a net loss of $1,647,000 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $13,992,000, total liabilities of $5,798,000 and a
stockholders' equity of $8,194,000.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred a significant loss in 2008 and in the first six months of
2009 and has not during that time frame generated positive cash
flows from operations.

A full-text copy of the Company's Form 20-F is available for free
at http://ResearchArchives.com/t/s?45dc

Hirsch International Corp. (NASDAQ:HRSH) is a provider of
equipment and education and support services to the decorated
apparel industry.  The Company represents the decorated apparel
industry's brands, including Tajima embroidery equipment, MHM
screen printing equipment, SEIT textile bridge lasers, Pulse
Microsystems digitizing and design software, Kornit and Mimaki
digital printers. Through its distribution agreements with Tajima
Industries, Ltd., Hirsch offers a line of single- and multi-head
embroidery machines, application software, and a line of
embroidery parts.


HOSAIN AZIZIAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Hosain Azizian
               Fatemeh H Azizian
               6 Via El Verano
               Belvedere Tiburon, CA 94920

Bankruptcy Case No.: 09-13181

Chapter 11 Petition Date: September 29, 2009

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

Judge: Alan Jaroslovsky

Debtors' Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  Email: DChandler1747@yahoo.com

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

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

According to the schedules, the Company has assets of at least
$1,768,845, and total debts of $4,116,891.

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

The petition was signed by the Joint Debtors.


HUMBOLDT CREAMERY: FBI to Continue Probe on Alleged Fraud
---------------------------------------------------------
The Federal Bureau of Investigation agents would conduct more
interviews and continue its investigation on the fraud allegations
surrounding Humboldt Creamery, Thadeus Greenson at The Times-
Standard reports, citing Humboldt Creamery General Manager Len
Mayer.

Former Humboldt Creamery CEO Rich Ghilarducci resigned abruptly in
February 2009, after the Company announced record sales.
According to Times-Standard, Mr. Ghilarducci's resignation came in
the form of a letter sent from his lawyer, which alerted Humboldt
Creamer to potential inaccuracies in its books.  Six months later,
Humboldt Creamery was bankrupt, and had been sold off to Foster
Farms Dairy through an auction.

Citing creamery officials, Times-Standard relates that Mr.
Ghilarducci allegedly "cooked the books" to make the Company
appear profitable while it was actually losing money, and
continued the practice until the losses became too much to hide
that the Company was almost going bankrupt.

According to Times-Standard, dairymen said that the payments were
taken out of their checks to cover state inspection fees, but
those deductions never made it to the state, which claimed it was
owed more than $600,000 in delinquent fees after Humboldt Creamery
filed for bankruptcy.

Humboldt Creamery will continue to cooperate with the FBI, Times-
Standard states, citing Mr. Mayer.

Headquartered in Fortuna, California, Humboldt Creamery, LLC --
http://www.humboldtcreamery.com/-- filed for Chapter 11 on
April 21, 2009 (Bankr. N.D. Calif. Case No. 09-11078).  Ori Katz,
Esq., at Sheppard, Mullin, Richter and Hampton, represents the
Debtor in its restructuring efforts.  The Debtor disclosed total
assets and debts from $50 million to $100 million.


IESI CORPORATION: Moody's Affirms Corporate Family Rating at 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family,
probability of default and senior secured debt ratings of IESI
Corporation and changed the outlook to stable.

The stable outlook reflects Moody's belief that IESI is likely to
sustain its recently improved credit metrics profile
notwithstanding ongoing weak volume conditions in the US$IESI is
now one of the lowest-levered solid waste companies, with Debt to
EBITDA below 3.0 times and debt to book capital below 40% because
of the recent about $210 million reduction in the outstanding
balance of the revolver.  Maintenance of this level of leverage
eliminates Moody's prior concern about IESI's ability to maintain
compliance with the 4.0 times leverage covenant of its revolving
credit agreement.  However, the recent reduction in the revolver
provides ample liquidity to pursue acquisitions, which increases
event risk and execution risk of integrating acquired operations.
The stable outlook also considers the potential for IESI to find
it more difficult to raise prices in upcoming quarters because of
the effects of continuing weak economic conditions on collection
and disposal volumes.

The B1 corporate family rating reflects IESI's strong balance
sheet, good liquidity and the expectation that its operations will
continue to produce a level of funds from operations that covers
debt service obligations with meaningful cushion.  The ratings
benefit from the solid waste sector's generally recession-
resistant nature, IESI's ability to achieve price increases that
help offset the combination of weaker volumes and cost inflation,
particularly for fuel, and it's relatively low exposure to
construction and demolition waste volumes.  IESI achieves an
EBITDA margin that is competitive with those of its larger
industry peers, although its EBIT margin is relatively weak,
because of the relatively larger component of amortization that
results from its acquisitive growth strategy.

The ratings could be upgraded if IESI maintains its June 30, 2009
credit metrics in upcoming quarters.  Moody's believes IESI could
pursue acquisitive growth but that IESI would remain a disciplined
bidder.  Debt to EBITDA sustained below 3.5 times, FFO + interest
to interest sustained above 4.0 times and free cash flow to debt
that remains above five percent could lead to a ratings upgrade.
The outlook could be changed to negative or the ratings downgraded
if IESI was to sustain Debt to EBITDA above 4.5 times, FFO +
Interest to Interest below 2.8 times or if it was unable to
sustain positive free cash flow generation.  While not expected,
the ratings could also be downgraded if Moody's deemed the
downstream guarantee from IESI's parent, IESI-BFC Ltd.  to be of
little support to IESI or if it became apparent that IESI would be
called on to perform under its guarantee of its parent's debt
obligations.  Metrics cited herein are based on the consolidated
financial statements of IESI-BFC LTD.

The last rating action was on October 27, 2008, when Moody's
affirmed the B1 corporate family and probability of default
ratings and changed the outlook to negative.

LGD Assessments:

Issuer: IESI Corporation

  -- Senior Secured Bank Credit Facility, Changed to LGD3, 45%
     from LGD3, 44%

Outlook Actions:

Issuer: IESI Corporation

  -- Outlook, Changed To Stable From Negative

IESI Corporation, based in Fort Worth, Texas, is a vertically
integrated provider of non-hazardous solid waste management
services, serving ten southern and northeastern US$ states.  IESI
is a wholly-owned subsidiary of IESI-BFC Ltd.


INFOLOGIX INC: Forbearance Pact Extended Until Oct. 12
------------------------------------------------------
InfoLogix, Inc. and its subsidiaries and Hercules Technology
Growth Capital, Inc. on September 23, 2009, entered into a third
amendment to the Forbearance Agreement dated July 31, 2009, as
amended August 14, 2009 and August 20, 2009, under which the
Lender has agreed to forbear from exercising its rights and
remedies with respect to an event of default under the Loan and
Security Agreement between the Company and the Lender dated May 1,
2008, as amended.

Following the third amendment, the Forbearance Agreement is
effective until the earlier of (i) October 12, 2009 and (ii) the
occurrence of a termination event under the Forbearance Agreement.

A "termination event" includes, among other things, the Company's
failure to deliver to Lender an executed term sheet on or before
October 5, 2009 providing for the terms and conditions of a
restructure of the Loan Agreement and the Company's failure at any
time to continue, in good faith, its negotiations with respect to
a restructure of the Loan Agreement with the Lender.  Upon the
termination of the forbearance period, the Lender would be free to
proceed to enforce any or all of its rights and remedies with
respect to the Company's default of under the Loan Agreement.  The
Company did not pay any fee to the Lender in connection with the
third amendment.

The Company continues in active discussions with the Lender about
a potential restructuring of its loan obligations.  The
restructuring may include a conversion of a portion of the debt to
equity and a restructuring of the terms of any remaining debt.

The Company is also continuing to have discussions with NewSpring
Ventures II, L.P. and other potential investors about raising
additional equity capital on terms that the Company finds
favorable, however it is no longer proceeding with an investment
by NewSpring on the terms outlined in the non-binding term sheet
dated August 12, 2009.

InfoLogix, Inc. (NASDAQ:IFLG) is a provider of enterprise mobility
solutions for the healthcare and commercial industries.  It
provides products and services, including consulting, business
software applications, managed services, mobile workstations and
devices, and wireless infrastructure.  In May 2008, it acquired
Delta Health Systems, Inc. and Aware Interweave, Inc.

InfoLogix, Inc.'s balance sheet at June 30, 2009, showed total
assets of $45,056,000 and total liabilities of $72,795,000,
resulting in a stockholders' deficit of $27,739,000.


INTERNATIONAL TEXTILE: Posts $126MM Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
International Textile Group, Inc., posted a net loss of
$126,546,000 for three months ended June 30, 2009, compared with a
net loss of $3,526,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $181,521,000 compared with a net loss of $27,862,000 for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $439,096,000, total liabilities of $479,828,000 and a
stockholders' equity of $40,732,000.

The Company said there is substantial doubt about its ability to
continue as a going concern.  The Company has incurred significant
operating losses, has an accumulated deficit and negative cash
flows from operating activities in recent periods, and has a
significant amount of outstanding debt which is scheduled to
mature at various times in 2009.  The Company's ability to
continue as a going concern is dependent upon its ability to (i)
obtain modifications or amendments to, or restructure or obtain
replacement financing for, any debt instruments in which the
Company is not in covenant compliance, (ii) refinance its existing
debt that matures at various times during 2009, (iii) attain and
remain in compliance with all applicable covenants in its existing
debt agreements, (iv) obtain additional equity contributions or
debt financing, (v) reduce expenditures and attain further
operating efficiencies, and (vi) ultimately, to generate greater
revenue and gross profit.

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

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with operations principally in the United States, China, Germany,
Poland, Nicaragua, Mexico and Vietnam.  The Company produces
automotive safety (including airbag fabric and airbag cushions),
apparel, government uniform, technical and specialty textile
products.


INTROGEN THERAPEUTICS: Vivante to Rename Manufacturing Assets
-------------------------------------------------------------
Jyotsna Ramani at OfficialWire reports that Vivante GMP Solutions
will rename the earlier manufacturing assets of Introgen
Therapeutics Inc. and the Company's workers will be on the payroll
of Vivante GMP.  A private group of investors from Houston
acquired Introgen Therapeutics' manufacturing-related assets in
June 2009 and employed the remaining employees of Company to come
up with their new contract manufacturing organization called
Vivante GMP Solutions.

Introgen Therapeutics Inc. is a cancer-drug developer.  Introgen
Therapeutics filed for Chapter 11 on December 3, 2008 (Bankr. W.D.
Texas, Case No. 08-12442).  Patricia Baron Tomasco, Esq., at Brown
McCarroll, L.L.P., is the Company's bankruptcy lawyer.  In its
petition, the Company listed assets of $9,107,868 and debts of
$12,932,950.


JERGENS BALES: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Jergens Bales Contractors, Inc., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of Ohio, listing up to $50,000 in assets and
more than $1 million to $10 million in liabilities owed to 110
creditors.

Dayton Business Journal reports that Jergens Bales' largest
unsecured debts include:

    -- $1.8 million owed to U.S. Financial LLC of Cincinnati
    -- $1.09 million owed to North Side Bank and Trust Co.,
    -- $168,577 owed to the Ohio Department of Commerce,
    -- $139,454 owed to the Internal Revenue Service, and
    -- $138,131 owed to the Ohio Laborers' Fringe Benefits
       Program.

According to Dayton Business, Jergens Bales' other creditors
include the cities of Dayton, Miamisburg and Middletown.

Jergens Bales Contractors, Inc., is based in Dayton, Ohio.  The
Company filed for Chapter 11 bankruptcy protection on Sept. 14,
2009 (Bankr. S.D. Ohio Case No. 09-35692).  Ira H. Thomsen, Esq.,
who has an office in Springboro, Ohio.  The Company listed up to
$50,000 in assets and $1,000,001 to $10,000,000 in liabilities.


JOLT COMPANY: Liabilities Make Capital Infusion Unlikely
--------------------------------------------------------
Rachel Feintzeig posted at The Wall Street Journal blog,
Bankruptcy Beat, that The Jolt Co., said it needs a capital
infusion if it wants to be competitive, but its liabilities make
it unlikely.  Bankruptcy Beat relates that a contract with can
maker Rexam required Jolt to buy 90 million cans with resealable
caps, but at three times the price of normal cans, the Company
just didn't have the cash to keep up its end of the bargain.  Jolt
said that it has purchased 27 million cans, Bankruptcy Beat
states.  Jolt hopes to sell itself through a court-supervised
auction, according to the report.

Jolt, doing business as Wet Planet Beverages, makes the
caffeinated drink of the same name.  The Company filed for Chapter
11 on Sept. 28 (Bankr. W.D. N.Y. Case No. 09-22531).  The petition
says Jolt had less than $10 million in both assets and debt.
Rexam Beverage Can Co., of Chicago, was named as the largest
unsecured creditors with a disputed claim of $2.1 million.


KEARNEY CONSTRUCTION: Seeks Court Nod to Use Cash Collateral
------------------------------------------------------------
Kearney Construction Co., LLC, seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, to use the cash collateral securing its obligations to
its lender.

The Debtor wants to use the cash collateral for the care,
maintenance and preservation of its assets, payment of business
expenses, and cost of administration of the Chapter 11 case.

The Debtor's assets include $2,014,148 in furniture, fixtures and
equipment, $936,249 in cash and $12,599,643 in accounts
receivable.  These assets, together with the proceeds thereof, may
constitute the cash collateral of Wells Fargo Equipment Finance
Inc. and other parties that have filed UCC-1 financing statements
in Florida.

In addition, the Debtor was a party to a number of construction
contracts.  The Debtor was required to provide a payment bond and
a performance bond, as security for the Debtor's performance.  The
Debtor sought providing labor and materials incorporated into the
work under the bonded contracts, and sought said bonds from
Travelers Casualty and Surety Co. of America, a surety in the
business of providing payment and performance bonds to selected
entities.  Before it would issue said performance and payment
bonds, Travelers required certain protections from the Debtor of
monies to be paid to the Debtor under the bonded contracts and
from loss to Travelers in the event that the Debtor failed to
perform all of its obligations.

On July 24, 2009, Travelers caused to be sent a letter to KCC,
LLC's construction projects stating that KCC, LLC was experiencing
financial difficulties, and including a demand that any payment
owed to the Debtor be directed to Travelers.  One of the parties
to the bonded contracts has paid over $2 million to Travelers
premised upon that demand.

The Debtor asks the Court that any cash collateral order authorize
non-debtor parties to bonded contracts with Travelers to fund
payments to the Debtor, subject to the provision of adequate
protection.

                            Objections

Travelers says that through the Cash Collateral Motion the Debtor
is seeking to divert bonded contract funds that are not property
of the estate away from the bonded projects and to improperly use
those funds for expenses other than direct project costs, to the
detriment of the owners of those projects and the subcontractors
and suppliers who earned or will earn those contract balances.
According to Travelers, these funds are trust funds and cannot be
used by the Debtor to reorganize.

Bank of America, N.A., as successor to LaSalle Bank National
Association, says all funds coming into the Debtor's possession
from completed work and from the ongoing completion of work
comprises the Bank's cash collateral.  BofA says that it is owed
$4,600,000 in principal for loans and $2,189,150 for letters of
credit issued to affiliates of the Debtor and guaranteed by the
Debtor.  BofA says it is entitled to ensure that its cash
collateral is adequately protected and not dissipated.

                        About KCC Co., LLC

Kearney Construction Co., LLC, is a Florida limited liability
company affiliated with Kearney Construction Company Inc., a
family company with over 53 years of experience in the
construction industry, specializing in site development and
infrastructure construction including clearing, earthwork, utility
construction, storm drainage, curbs, sidewalks, and roadwork
including sub-base, base, and asphalt placement.

KCC Co., LLC, and certain of its affiliates filed for Chapter 11
on Aug. 26, 2009 (Bankr. M.D. Fla. Case No. 09-18848).  Two if its
debtor-affiliates filed for separate Chapter 11 on June 4, 2009.
Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Prosser,
represents the Debtors in their restructuring effort.  In its
petition, Kearney listed assets and debts both ranging from
$10,000,001 to $50,000,000.


JOHN MANEELY: Moody's Confirms Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of John Maneely
Company, including its B2 corporate family rating.  A negative
rating outlook was assigned to JMC and to its affiliate, 6582125
Canada Inc.  This concludes the review for possible downgrade
begun on June 10, 2009.

The rating confirmation recognizes that JMC has effectively
downsized its operations to ensure profitability, albeit at low
levels, even at greatly reduced volumes and capacity utilization,
and that it very likely will remain in compliance with its credit
agreement covenants, in particular its 5.5x maximum debt to EBITDA
covenant, either through (a) having ample EBITDA, (b) applying
operating cash flow or cash to repay debt, or (c) a combination of
the two.  Nevertheless, with the non-residential construction
market -- JMC's largest market -- still declining and a recovery
possibly several years away, Moody's assigned a negative rating
outlook as the company may face restricted earnings and tight
covenants for an extended period of time.

These ratings were confirmed:

For John Maneely Company:

* Corporate family rating -- B2

* Probability of default rating -- B2

* Asset based revolving credit facility due 2011 -- Ba2 (LGD2,
  22%)

* Term loan facility due 2013 -- B3 (LGD4, 59%)

For 6582125 Canada Inc.:

* Asset based revolving credit facility due 2011 -- Ba2 (LGD2,
  22%)

JMC's B2 corporate family rating reflects its high leverage, high
degree of exposure to the non-residential construction market, and
a relatively high reliance on commodity types of products that
tend to have aggravated cycles and low margins.  The ratings also
reflect JMC's high degree of variable costs, focus on right-sizing
its operations to the current weak operating environment, and
leading market position for many of its pipe products and
electrical conduit.

Excluding the $229 million net settlement received from
Novolipetsk Steel OJSC (NLMK) in its 2Q09 (the quarter ended March
28, 2009), JMC had approximately negative $40 million of EBITDA
for the six months ended March 28, 2009 as it confronted weak end-
market demand and inventory de-stocking, which resulted in a 40-
45% drop in shipments.  However, JMC has rapidly adjusted its
manufacturing base, costs and employment and generated $41 million
in EBITDA in 3Q09 even though shipments were 46% lower than in the
year-ago period.  While the demand picture remains unfavorable for
most of JMC's markets -- approximately 80% of its sales go into
the non-residential construction market, which is widely expected
to have another weak year in 2010 -- Moody's believes the company
will be modestly profitable and cash flow positive, excluding the
potential effects of increased working capital.

The improved operating performance makes it more likely that JMC
will continue to comply with the financial covenants found in its
credit agreements, in particular its 5.5x maximum debt/EBITDA
covenant.  Covenant compliance through December 2009 is assured by
the inclusion of the NLMK settlement in EBITDA for covenant
calculation purposes -- the leverage ratio was 2.2x for the LTM
period ended June 27, 2009.  Covenant compliance is at risk after
December 2009, but will be aided by the approximately $150 million
debt reduction that Moody's expects the company to make in
December 2009 as it repays debt in accordance with the excess cash
flow sweep provisions of the term loan agreement.  That should
bring gross debt down to approximately $1,060 million.  From that
point, covenant compliance depends on achieving EBITDA, as defined
for covenant calculation purposes, of approximately $47 million
per quarter or using cash to retire additional debt.  Given the
poor prospects for the non-residential construction market,
Moody's think the leverage covenant could be tight for an extended
period.

Moody's previous rating action for JMC was on June 10, 2009, when
the company's ratings were lowered one notch and the ratings were
placed under review for possible downgrade.

Headquartered in Beachwood, Ohio, John Maneely Company
manufactures steel pipe, hollow structural steel, electrical
conduit products and tubular products at ten manufacturing
facilities in the US$and Canada.  The company is number one or two
in its key product areas: HSS, standard pipe and electrical
conduit.  JMC also enjoys leading market positions in the
galvanized mechanical tube and fittings markets.  Its products are
sold principally to plumbing and electrical distributors.  JMC's
parent, DBO Holdings, Inc., is approximately 55% owned by the
Carlyle Partners IV, LP.


L-3 COMMUNICATIONS: Fitch Lifts Issuer Default Rating From 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded L-3 Communications' Issuer Default
Rating to the investment grade category, assigned a rating for the
new senior unsecured 10-year notes, and affirmed L-3's other
ratings:

L-3 Communications Holdings, Inc.

  -- IDR upgraded to 'BBB-' from 'BB+';
  -- Contingent convertible affirmed at 'BB+'.

L-3 Communications Corporation

  -- IDR upgraded to 'BBB-' from 'BB+';

  -- New senior unsecured notes expected to be rated 'BBB-';

  -- Senior unsecured revolving credit facility affirmed at
     'BBB-';

  -- Senior unsecured term-loan facility affirmed at 'BBB-';

  -- Senior subordinated debt affirmed at 'BB+'.

The Rating Outlook has been revised to Stable from Positive.

Before accounting for the new capital structure, L-3 has
approximately $4.6 billion of debt outstanding.  With the planned
debt reduction of as much as $650 million from the transactions,
the rating actions affect approximately
$3.9 billion of outstanding debt on a pro forma basis.

The upgrade of the IDR reflects the company's improved credit
profile given the reduced debt levels, the elimination any near-
term debt maturities and the solidification of L-3's liquidity
position for the next three years as a result of the new credit
facility, which Fitch expects L-3 will successfully close.  The
rating action also incorporates L-3's strong credit metrics and
Fitch's expectation for continued strong free cash flow
generation, including approximately $1.0 billion in 2009.  The
upgrade follows Fitch's Rating Outlook revision to Positive on
Aug. 3, 2009.

L-3's debt plans announced this morning include these:

  -- Issue $750 million of senior unsecured notes due 2019;
     expected to be pari passu with the bank facility;

  -- Repay $750 million of senior subordinated notes (7 5/8s due
     2012; callable notes);

  -- Repay the $650 million term loan due March 2010;

  -- Replace the $1.0 billion senior unsecured revolver due March
     2010 with a new three-year senior unsecured revolver.

Fitch expects the new revolving credit facility will be pari passu
with the new 10-year notes.  Additionally, Fitch expects to assign
the new 10-year notes a 'BBB-' rating and has kept the rating for
the unsecured bank debt at 'BBB-'.  Previously, the rating for the
unsecured bank debt was one notch above the IDR since the bank
facility had a springing lien which was beneficial to lenders.
Given L-3's stronger credit profile now versus when the prior
revolver was established, Fitch does not expect the new facility
will have a springing lien; however, the rating remains 'BBB-'
given L-3's improved credit profile.  The senior subordinated
notes are one notch below the IDR and senior unsecured debt due to
contractual subordination.

Historically, the company has directed cash to acquisitions, share
repurchases and dividends.  In Fitch's view, acquisitions remain
the risk to the credit profile.  Importantly, Fitch notes that L-
3's acquisition strategy appears to have moderated in the past
several years.

As of June 26, 2009, leverage defined as debt-to-EBITDA was
2.4 times.  L-3 had a liquidity position of approximately
$1.9 billion, consisting of $897 million of cash and $964 million
of revolving credit facility availability.  On a pro forma basis,
liquidity would drop by more than $250 million when accounting for
the new three-year revolver and cash usage to pay down the term
loan.  However, Fitch believes that liquidity should remain
sufficient, and Fitch estimates cash balances will grow in the
second half, in line with L-3's typical cash generation profile.

The ratings and outlook reflect L-3's solid credit metrics for the
new rating and Fitch's expectation of continued solid organic
sales growth, steady operating margins, and substantial free cash
flow.  Furthermore, the Outlook incorporates Fitch's expectations
of small to medium-sized acquisitions and meaningful cash
deployment toward shareholders.  Other positive factors include
high levels of defense spending; L-3's diverse portfolio of
products and services that are in line with the Department of
Defense requirements; and a balanced contract mix, including
generation of more than 50% of revenues from the Operations &
Maintenance account in the DoD budget.  Concerns relate to the
potential for larger debt-financed acquisitions, some uncertainty
regarding core defense spending trends beyond fiscal year 2010,
and the longer-term outlook for supplemental DoD budgets related
to operations in Iraq and Afghanistan.


L-3 COMMUNICATIONS: Moody's Upgrades Corp. Family Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded L-3 Communications Holdings,
Inc.'s Corporate Family and Probability of Default Ratings to Ba1
from Ba2 and assigned a Baa2 rating to a new $750 million issue of
senior unsecured notes to be issued by L-3 Communications
Corporation.  The long term rating outlook was revised to stable
from positive.  At the same time, the rating agency raised L-3's
Speculative Grade Liquidity Rating ("SGL") to SGL-2 from SGL-3,
designating good liquidity.

The upgrade of the CFR to Ba1 anticipates completion of a series
of transactions planned by L-3 management to improve its liquidity
profile to be characteristic of the Ba1 CFR.  These transactions
include: extending the near-term maturity of the bank revolving
credit, repaying a term loan due early in 2010, and issuing a new
senior unsecured note.  The upgrades presume the new bank
transaction will close shortly, under terms and conditions
substantially similar to those in L-3's announcement, so the
ratings could be revisited should these transaction not be
completed.

Moody's expectation of sustained operating performance for L-3
over the intermediate term also indicated an upgrade of the long-
term ratings with the revised CFR and PDR of Ba1.  The Ba1 CFR
reflects L-3's sizeable revenue base after several years of
acquisitions, reduced debt levels, and its increasing profile as a
lead contractor in a variety of segments in the US$ Government
Department of Defense and Department of Homeland Security.  This
scale along with its consistent margins and substantial backlog
supports expectations for ongoing material free cash generation
over the next few years.  Factors cited in the Aerospace and
Defense rating methodology of size and backlog as well as credit
metrics such as the operating margin, free cash flow to debt, and
NPBUI to assets also support the upgrade to Ba1 now that liquidity
arrangements have been proposed for the next three years.
Nonetheless, Moody's expects that L-3's financial policies would
continue to favor share repurchases and/or acquisitions over debt
repayment, so credit metrics are unlikely to improve materially
going forward.

Proceeds from the new note issue (anticipated at $750 million)
will be used to redeem an existing senior subordinated issue of
$750 million due in 2012.  L-3 also announced plans to arrange a
new $750 million revolving credit facility with a 3 year
commitment, replacing an existing $1 billion facility set to
expire in March of 2010, and to repay with internal resources its
$650 million bank term loan prior to its scheduled maturity in
March 2010.  Together, these transactions will lengthen L-3's debt
maturity profile and will reduce funded indebtedness by up to
$650 million.

The Baa2 rating assigned to the proposed $750 million of senior
unsecured notes (issued by L-3 Communications Corporation) is two
notches higher than the Ba1 CFR.  The higher rating on these
senior unsecured notes is driven by the preponderance of
subordinated debt in L-3's capital structure, a comparatively non-
conventional debt structure for a company with a Ba1 CFR.

Pro-forma for both i) the new $750 million unsecured debt issue
and ii) redemption of the 2012 subordinated issue, just over 80%
of L-3's funded debt would be subordinated.  The high relative
amount of subordinated debt improves the recovery prospects of the
new senior notes.  So, although the probability of default on the
subordinated debt and the senior notes is the same, the loss given
default for the senior notes is much lower (LGD-2, 14%) compared
to the subordinated notes (LGD-4, 67%).  The lower loss given
default results in the two notch lift when applying Moody's Loss
Given Default methodology, resulting in the Baa2 rating for the
senior unsecured notes.  Importantly, if L-3's debt capital
evolves to have less subordinated debt relative to the senior
unsecured debt, there would be less loss absorption provided by
the subordinated capital.  As the loss given default for the
senior unsecured notes would also increase, it would be possible
in such a scenario that the senior unsecured notes would no longer
be rated two notches above the CFR.

Moody's also raised the SGL-rating to SGL-2 (from SGL-3),
reflecting a good liquidity profile and L-3's ability to meet its
obligations over the coming twelve months with little or no
reliance on external sources of committed financing.  Supporting
the SGL-2 is the expectation of solid free cash flow through FY 09
(L-3's guidance is for roughly $1.2 billion prior to dividends
which should approximate $165 million/year).  Cash balances,
however, are low compared to other defense contractors and
expected to remain so as L-3 is likely to use a substantial
portion of its free cash flow for share purchases.  Continued,
strong fee cash flow therefore is a strong driver of the SGL-2
rating.  Although the new bank facility is likely to be somewhat
smaller in size than the one L-3 now has in place, the facility is
expected to be un-tapped.  L-3 is expected to continue to have
ample cushion under the probable financial covenants.  Further, L-
3 will continue to possess ongoing sources of alternate liquidity
given the represented continuation of the unsecured nature of the
bank undertaking.

The stable outlook flows from what Moody's views as a moderating
environment for the defense and aerospace industry over the next
few years in which L-3 is expected to sustain at least a flat to
low single digit core revenue growth, and operating margins in the
10%-11% range while continuing to generate significant free cash
flow.  Greater visibility into how the details of the defense
budget will affect L-3 over the near term, and the impact on L-3
from changes in the longer term defense strategies to be defined
in the quadrennial defense review constrain consideration of
stronger ratings at this time.  L-3 has been, and is expected to
remain, acquisitive.  Nonetheless, the ratings could be upgraded
if the company sustains credit metrics such as debt/EBITDA around
or below 3 times, FCF/debt above 15% and retains a solid liquidity
profile.  Alternatively, ratings could be downgraded if L-3 were
to accelerate its pace of acquisitions or returns to shareholders,
thereby increasing the company's leverage.  If credit metrics
weaken such that debt/EBITDA reverts toward or exceeds 4 times, or
free cash flow/debt declines to 7% or below, the ratings might
also be re-examined.

Ratings assigned:

L-3 Communications Corporation

* $750 million guaranteed senior unsecured notes due 2019, Baa2,
  (LGD-2, 14%)

Ratings upgraded with updated Loss Given Default Assessments

L-3 Communications Holdings, Inc.

* Corporate Family Rating to Ba1 from Ba2

* Probability of Default Rating to Ba1 from Ba2

* $700 million convertible securities due 2035 to Ba2 (LGD-4, 67%)
  from Ba3 (LGD-4, 65%)

* Speculative Grade Liquidity rating to SGL-2 from SGL-3

L-3 Communications Corporation

* Senior Subordinated Notes to Ba2 (LGD-4, 67%) from Ba3 (LGD-4,
  65%)

Ratings on L-3 Communications Corporations $750 million of
subordinated notes due 2012 will be withdrawn upon their
redemption in the fourth quarter.

The last rating action was on August 10, 2009, at which time L-3's
Speculative Grade Liquidity Rating was lowered to SGL-3 and its
Corporate Family Rating of Ba2 and positive outlook were affirmed.

L-3 Communications Holdings, Inc., is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services.  In addition, L-3 provides high
technology products, systems and subsystems.  Revenues in 2008
were approximately $14.9 billion.


LA PLACITA: Judge Bohm Restricts Use of Cash Collateral
-------------------------------------------------------
WestLaw reports that a creditor that had a secured interest in a
shopping center operator's rents was adequately protected.  Thus,
cash collateral could be used to pay the operator's administrative
expenses in its Chapter 11 case, even though the creditor
objected.  There was no evidence that the proposed payment
adequately protected the creditor, and the operator did not offer
to substitute any collateral or to provide the indubitable
equivalent of cash collateral.  However, there was more than a 20%
equity cushion.  In re Las Torres Development, L.L.C., --- B.R. --
--, 2009 WL 2992671 (Bankr. S.D. Tex.).

This decision and the Honorable Jeff Bohm's earlier decision
holding that rental income is property of the estate (reported in
the Aug. 11, 2009, edition of the Troubled Company Reporter and
published at 408 B.R. 876) give the debtors two-thirds of what
they were looking for.  Each of the two debtors in these jointly
administered Chapter 11 cases may use their own cash collateral.
What Judge Bohm won't allow is one debtor to use its rental income
to pay the other debtor's administrative expenses.

"The proposed use of cash collateral from one estate to pay the
claims of another estate-in effect, borrowing from Peter to pay
Paul-is not allowed under the applicable law.  Therefore, this
Court will not authorize the use of La Placita's cash collateral
to pay the administrative expenses of Las Torres's estate. Any
administrative expenses incurred by Las Torres's estate must be
paid by assets of Las Torres's estate," Judge Bohm writes.

Las Torres Development, L.L.C. (Bankr. S.D. Tex. Case No.
09-33872) and La Placita Shopping Center, L.L.C. (Bankr. S.D.
Tex. Case No. 09-33885) sought Chapter 11 protection on
June 1, 2009, are represented by Christopher Adams, Esq., at
Okin Adams & Kilmer LLP, in Houston, and estimate their
assets and debts are between $1 million and $10 million.


LEHMAN BROTHERS: Moody's Assumed Bailout in Pre-Collapse Ranking
----------------------------------------------------------------
According to Jesse Westbrook at Bloomberg, Moody's Chief Executive
Officer Raymond McDaniel said Sept. 30 at a House Financial
Services Committee hearing that the ratings agency assumed Lehman
Brothers Holdings Inc. would be bailed out by the U.S. government
when it maintained its investment-grade rating of the securities
firm in the days before it failed.  Mr. McDaniel said Moody's
analysts believed that the government "drew a line" when the U.S.
orchestrated the rescue of Bear Stearns Cos. in March 2008.
Lehman was rated A2, the sixth level of investment grade, before
it filed for bankruptcy in September 2008.

Bloomberg relates the hearing was scheduled in response to
criticisms that Moody's, Standard & Poor's and Fitch Ratings
assigned top rankings to subprime mortgage bonds before that
market collapsed in 2007 and fueled the worst financial crisis
since the 1930s.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LIGHTNING AB CORP: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lightning AB Corp.
        49 Glen Cove Avenue
        Glen Cove, NY 11542

Bankruptcy Case No.: 09-77322

Chapter 11 Petition Date: September 29, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Bruce H. Kaplan, Esq.
                  44 Wall Street, 12th Floor
                  New York, NY 10005
                  Tel: (212) 639-9000
                  Email: brucehkaplan@gmail.com

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

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

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

            http://bankrupt.com/misc/nyeb09-77322.pdf

The petition was signed by Nicolo Lavista, president of the
Company.


LIVINGSTON APARTMENTS: Defaults on $$2.76MM Mortgage, Faces Suit
----------------------------------------------------------------
Mark Spivey at MyCentralJersey.com reports that New York Community
Bank has filed a complaint to the Court of Common Pleas of Lehigh
County in Pennsylvania against Washington Crossing, claiming that
the Company defaulted on a $5.45 million mortgage by failing to
make regularly scheduled payments.  New York Community also filed
an almost identical complaint against Livingston Apartments LP,
recipient of a $2.76 million mortgage, MyCentralJersey.com
relates.  The filings allow creditors to receive a judgment on a
claim without necessarily filing a lawsuit or filing for
foreclosure, the report states, citing Robert Brown at law firm
Brown, Brown, Solt & Ferretti.  According to the report, the two
complaints demand combined payments of $8.42 million, or slightly
more than the $8.21 million value of the two original mortgages
established in June 2007 and September 2008 for Livingston
Apartments and Washington Crossing, respectively.


MCGRATH HOTELS: Resort Didn't File Deeds for Timeshare Owners
-------------------------------------------------------------
Lee Howard at TheDay.com reports that McGrath Hotels LCC's
Lighthouse Inn never filed deeds on behalf of timeshare owners.

According to TheDay.com, only one timeshare owner, Barbara K.
Levine has a deed on file, which her attorney submitted in 2008
after her son read an article in The Day indicating that
Lighthouse Inn's timeshare deeds had never been officially filed
by Lighthouse Inn management.

TheDay.com quoted Sal Cardello of Gales Ferry, who along with his
wife paid Lighthouse Inn $13,000 for a one-week timeshare a few
years ago, as saying, "We're the bottom of the food chain.  If she
sells it, we're still going to be out of luck."  According to the
report, Mr. Cardello said that he doesn't believe Lighthouse Inn's
new owners would have any obligation to honor the original 50-year
timeshare agreement and blames former inn operator Maureen Clark.
Mr. Cardello claimed that Mr. Clark sold him the condo and never
filed any paperwork indicating his ownership of the timeshare, the
report states.

Lighthouse Inn mansion, says TheDay.com, became affiliated with
timeshare-exchange company RCI in 2003 and earned billing as a
Gold Crown Resort, RCI's highest designation, based on the quality
and range of its offerings, which included an outdoor pool, nearby
beach and banquet and restaurant facilities.  According to the
report, timeshare owners said that they gradually became
disenchanted with poor maintenance at Lighthouse Inn.

Foreclosure filings say that Maureen Clark and Christopher
Plummer, two Lighthouse Inn creditors who sought the Company's
bankruptcy, left a slew of unpaid bills across southeastern
Connecticut.  TheDay.com relates that the two creditors have been
arrested in recent months -- Mr. Plummer on charges of not paying
workers, and Mr. Clark on 39 counts of tax evasion.  According to
TheDay.com, some attorneys said that they believe the bankruptcy
filing most likely means Ms. Clark and Mr. Plummer are seeking to
line up another owner on their own, perhaps with the idea of
retaining an ownership or management interest in the property.

Lighthouse Group of Connecticut filed an involuntary Chapter 11
bankruptcy in the U.S. Bankruptcy Court in Hartford against
McGrath Hotels LCC.


MARK IV: Moody's Assigns Corporate Family Rating at 'B2'
--------------------------------------------------------
Moody's Investors Service assigned ratings to Mark IV, LLC's exit
financing -- Corporate Family Rating, B2; Probability of Default,
B2; senior secured first lien revolving credit and term loan
facilities, Ba2; and restructured second lien term loan tranche B-
2, B-3 and B-4, B1.  The rating outlook is stable.

The B2 Corporate Family Rating reflects Mark IV's significantly
reduced debt burden following its restructuring under Chapter 11
protection, balanced against still significant operating
challenges facing the company as it emerges from bankruptcy.  Mark
IV has reduced its funded debt structure by approximately 58% or
$604 million through the reorganization process and overall debt
service requirements will be more manageable going forward.  The
company also used the bankruptcy process to reduce manufacturing
overhead, and lower the cash claims posed by certain legacy
liabilities such as pensions and other benefits.  However,
approximately, 56% of the company's business remains exposed to
the global automotive and commercial OEM parts industry where
demand levels and pricing are expected to remain under
considerable pressure.  Industry conditions in Europe are expected
to weaken going into 2010 as government-sponsored vehicle
scrappage programs, which had been stimulating new vehicle demand,
expire.  This may be somewhat offset by some expected improvement
in the US$ automotive parts industry.  Yet, Mark IV's overall
earnings and cash flow will remain highly exposed to the
volatility of OEM automotive production.

Mark IV's long established position in the electronic toll
collection business was also considered in the rating assignment.
The segment offers some diversification benefit, and has been a
contributor to the group's earnings and cash flow.  However, Mark
IV faces important competitive pressures in this business and a
significant contract for the E-Z-Pass system in the North East US$
is subject to renewal in August 2010.  While sustaining its
incumbent position on the contract would help support earnings and
cash flow, the assigned ratings would accommodate some loss of
revenues if the contract were not renewed.

The stable outlook considers Moody's expectation that Mark IV's
credit metrics should continue to support the assigned rating over
the near-term despite potential industry pressures in its end
markets.  Mark IV is expected to continue to execute restructuring
actions following emergence from Chapter 11 to further support the
automotive businesses.  Yet, successful participation in the
automotive parts business requires constant reinvestment to win
new contracts and Mark IV may need to increase its level of
capital expenditures to support new business requirements.  For
FYE 2/28/2010 Mark IV's EBITA/interest coverage (including Moody's
standard adjustments) is expected to approximate 1.8x, and
Debt/EBITDA is expected to approximate 5.0x.

Mark IV is expected to have adequate liquidity over the near term,
although free cash flow is expected to be negative over the four
quarters following the company's emergence from Chapter 11
inclusive of required amounts of debt amortization.  The company
is expected to have approximately $37.3 million of cash on hand
upon emergence.  Availability under the $50 million asset based
revolving credit is expected to approximate $21 million, inclusive
of continuing prepetition LCs.  Additional LC usage may arise in
relation to bids on new business in the company's toll collection
business.  Covenant levels are expected to provide sufficient
flexibility over the near-term to permit adequate access to the
asset based revolver.  Alternate liquidity is limited as most of
the company's assets secure the credit facilities.

These ratings were assigned:

Mark IV, LLC.

* Corporate Family Rating, B2;
* Probability of Default, B2;

Dayco Products, LLC

* Ba2 (LGD1, 9%), for the $45MM asset based revolver;
* Ba2 (LGD1, 9%), for the $65MM senior secured term loan;
* B1 (LGD3, 43%), for the $177MM restructured debt - tranche B-2;
* B1 (LGD3, 43%), for the $25MM restructured debt - tranche B-4;

Mark IV Industries Corp

* Ba2 (LGD1, 9%), for the $5MM asset based revolver;
* Ba2 (LGD1, 9%), for the $20MM senior secured term Loan;

Dayco Europe S.r.l.

* Ba2 (LGD1, 9%), for the $30MM senior secured term loan;
* B1 (LGD3, 43%), for the $23MM restructured debt - tranche B-3

Mark IV, LLC, is a diversified manufacturer of engineered systems
and components utilizing radio frequency identification,
information display system, mechanical power transmission, air
admission, and other technologies that serve industrial,
transportation and automotive markets.  Mark IV manages and
reports its operations into two categories: (i) Transportation
Technologies and (ii) Automotive/Industrial.  Annual revenues
approximated $1.3 billion in fiscal 2009.


MARTIN DUANE HARLEY: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Martin Duane Harley
           fdba Harley Limousine
        1318 Fox Creek Road
        Lawrenceburg, KY 40342-9301

Bankruptcy Case No.: 09-30750

Chapter 11 Petition Date: September 29, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Frankfort)

Debtor's Counsel: Dean A. Langdon, Esq.
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.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
$2,892,431, and total debts of $1,521,633.

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

            http://bankrupt.com/misc/kyeb09-30750.pdf

The petition was signed by Mr. Harley.


MEDIACOM COMMUNICATIONS: Redeems 9-1/2% and 7-7/8% Senior Notes
---------------------------------------------------------------
Mediacom Communications Corporation last week said the operating
subsidiaries of Mediacom LLC on August 25, 2009, entered into an
incremental facility agreement that provides for a new term loan
under their existing credit facility in the principal amount of
$300.0 million.  On September 24, 2009, the full amount of the
$300.0 million new term loan was borrowed by the operating
subsidiaries of Mediacom LLC.  The proceeds were used to fund the
redemption of outstanding 9-1/2% and 7-7/8% Senior Notes.  The
remaining proceeds will be used to pay a portion of the revolving
credit facility of Mediacom LLC's operating subsidiaries and for
general corporate purposes.

On August 25, 2009, Mediacom LLC and Mediacom Capital Corporation
announced the call for redemption of the entire principal amount
of their 9-1/2% Senior Notes due 2013 and 7-7/8% Senior Notes due
2011 that remained outstanding following the expiration of tender
offers for such notes.  In accordance with the redemption
provisions of the Notes and related indentures, the Notes were
redeemed at a price equal to 100% of their principal amount, plus
accrued and unpaid interest to, but not including the redemption
date.  On September 24, Mediacom LLC and Mediacom Capital
Corporation redeemed the remaining $109.8 million and
$53.9 million of 9-1/2% Notes and 7-7/8% Notes, respectively, plus
accrued interest.

                   About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is the nation's
eighth largest cable television company and one of the leading
cable operators focused on serving the smaller cities and towns in
the United States.  Mediacom Communications offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed data access and
phone service.

As of June 30, 2009, the Company had $7,707,511,000 in total
assets and $4,134,059,000 in total liabilities, resulting in
$426,548,000 in stockholders' deficit.  The Company's June 30
balance sheet also showed strained liquidity with $185,851,000 in
total current assets, including $68,774,000 in cash and cash
equivalents, for $451,307,000 in total current liabilities.


MEDIACOM COMMUNICATIONS: Act II Discloses 5% Equity Stake
---------------------------------------------------------
Act II Master Fund, Ltd., Act II Management, L.P., Act II GP,
L.L.C., and Dennis H. Leibowitz disclose their ownership of
2,042,917 shares or roughly 5.0% of Mediacom Communications
Corporation's common stock as of September 24, 2009.

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is the nation's
eighth largest cable television company and one of the leading
cable operators focused on serving the smaller cities and towns in
the United States.  Mediacom Communications offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed data access and
phone service.

As of June 30, 2009, the Company had $7,707,511,000 in total
assets and $4,134,059,000 in total liabilities, resulting in
$426,548,000 in stockholders' deficit.  The Company's June 30
balance sheet also showed strained liquidity with $185,851,000 in
total current assets, including $68,774,000 in cash and cash
equivalents, for $451,307,000 in total current liabilities.


MERRILL LYNCH: BofA CEO Ken Lewis to Retire by Year-End
-------------------------------------------------------
Bank of America CEO and President Ken Lewis has notified the Board
of Directors of his decision to retire, effective December 31,
2009.  The Board will continue ongoing planning to ensure his
successor is selected by that date.  Mr. Lewis will retire as CEO
and as a director.

"Bank of America is well positioned to meet the continuing
challenges of the economy and markets," said Mr. Lewis.  "I am
particularly heartened by the results that are emerging from the
decisions and initiatives of the difficult past year-and-a-half.
The Merrill Lynch and Countrywide integrations are on track and
returning value already.  Our board of directors and our senior
management include more talent, and more diversity of talent, than
at any time in this company's history.  We are in position to
begin to repay the federal government's TARP investments.  For
these reasons, I decided now is the time to begin to transition to
the next generation of leadership at Bank of America."

"Ken Lewis was a key architect in building a truly global
financial franchise," said Walter E. Massey, Chairman of the Board
of Directors.  "We are on a solid path to the future.  The board
will be moving in a deliberate and expeditious manner to select a
worthy successor to Ken Lewis."

Dan Fitzpatrick and Joann S. Lublin at The Wall Street Journal
relates that BofA said that its board will name a successor for
Mr. Lewis by the time he leaves, but no one has been chosen yet.
According to The Journal, the directors will likely consider
outside candidates for the CEO post, though they might be able to
fill Mr. Lewis's void internally.  The Journal notes that Mr.
Lewis resignation and the lack of a clear successor could fuel new
worries about stability at BofA, which is still struggling with
big losses on soured mortgages and other consumer loans.

The CtW Investment Group executive director William Patterson said
that Mr. Lewis's resignation as CEO is the overdue but inevitable
result of the overwhelming shareholder opposition registered at
Bank of America's 2009 annual meeting.  At that meeting,
shareholders stripped Mr. Lewis of his chairmanship and cast an
unambiguous vote of no confidence in his continuing as a director.
The onus is now on the board of directors to engage with
shareholders to name a successor who can quickly restore the
bank's credibility with investors, regulators and Congress.

                        About Merrill Lynch

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


MERUELO MADDUX: Reports Case Update for August 2009
---------------------------------------------------
Richard Meruelo, Chief Executive Officer of Meruelo Maddux
Properties, Inc., reported updates in the Debtors' cases for
August 2009:

     1) The Debtors submitted an order (and amended order
        addressing concerns raised by some creditors) approving
        the Debtors' application to employ real estate brokers.
        The amended order was entered on August 10, 2009.

     2) The Debtors submitted an order authorizing the employment
        of FTI Consulting as financial consultants to the Debtors.
        The order was entered on August 4, 2009.

     3) The Debtors and Committee's counsel each submitted
        applications for approval and payment of interim
        compensation.  Numerous creditors filed oppositions or
        objections to the applications, objecting to payment of
        compensation out of cash collateral but not objecting to
        the reasonableness of the fees requested.  The Debtors and
        Committee's counsel each filed replies to the opposition/
        objections.  The applications were approved at the hearing
        on August 25, 2009 and the orders were entered on
        August 28, 2009.

     4) The Debtors filed a motion seeking clarification that the
        proceeds of the sale of certain encumbered property were
        not subject to the claims of cash collateral creditors.
        The motion was granted and the order was entered on
        August 28, 2009.

     5) The Debtors filed a motion to borrow and use funds from
        the unrestricted cash account to pay the costs for removal
        of soil and remediation of environmental hazards.  The
        Committee filed objections and the Debtors filed a reply.
        The matter was resolved at the hearing on August 25, 2009
        and the order was entered on August 28, 2009.

     6) The Debtors' counsel filed a motion to ratify the
        employment of Danning, Gill, Diamond & Kollitz, LLP as
        general bankruptcy counsel.  No objections or requests for
        hearing were filed and the motion was granted and the
        order was entered on September 4, 2009.

     7) The Debtors' counsel filed its second monthly statement
        for payment of fees and reimbursement of expenses from
        July 1, 2009 through July 31, 2009.

     8) The Debtors filed a supplemental declaration of the real
        estate broker to be retained to market certain property of
        the Debtors.  No objections or requests for hearing were
        filed and the Debtors have employed the broker to list and
        market the property.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


METALS USA: Joe Longo Steps Down as President of Plates & Shapes
----------------------------------------------------------------
Joe Longo on September 21, 2009, resigned from his position as
President Plates and Shapes Group -- East of Metals USA Holdings
Corp., Flag Intermediate Holdings Corporation and Metals USA,
Inc., effective as of September 30.

Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides
a wide range of products and services in the heavy carbon steel,
flat-rolled steel, non-ferrous metals, and building products
markets.

As of June 30, 2009, the Company had $698.1 million in total
assets and $552.1 million in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


METRO-GOLDWYN-MAYER: Summit Mulls Expansion Through Acquisitions
----------------------------------------------------------------
Summit Entertainment LLC, which is close to hiring Morgan Stanley
to help it expand through acquisitions, capital raising or by
bringing in a financial partner, may look into buying
Metro-Goldwyn-Mayer Inc or The Weinstein Co., The New York Post
reports.  MGM said last week that talks with lenders are one step
of many in a proactive and ongoing process to correct its balance
sheet and position the Company to fulfill its business objectives.
The Company replaced its CEO, Harry Sloan, with a team that
includes a turnaround expert and its production boss, Mary Parent.

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.


MICHAEL MACRAE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Michael MacRae
                  aka Dennis Michael MacRae
                  aka Michael Dennis MacRae
               Bonnie B. MacRae
                  aka Bonnie Bedelia
               4245 91st Ave SE
               Mercer Island, WA 98040

Bankruptcy Case No.: 09-20058

Chapter 11 Petition Date: September 29, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: Cynthia A. Kuno, Esq.
                  Crocker Kuno PLLC
                  720 Olive Wy., Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  Email: ckuno@crockerkuno.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 6 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/wawb09-20058.pdf

The petition was signed by the Joint Debtors.


MICHAEL VICK: Labor Dept. Has Consent Judgment for $400,000
-----------------------------------------------------------
The U.S. Department of Labor has obtained a consent judgment
requiring NFL player Michael D. Vick and his company, MV7 LLC, to
repay at least $416,461.10 in restitution to a pension plan
sponsored by the company and ordering Vick to forfeit any rights
to benefits from the plan.  The defendants also agreed to pay a
civil monetary penalty imposed by the Labor Department.

The judgment permanently bars the defendants from serving in a
fiduciary capacity to any plan governed by the Employee Retirement
Income Security Act, requires them to pay all expenses associated
with termination of the plan and appoints an independent fiduciary
to manage the plan until it is terminated.

"Corporations and executives who are plan fiduciaries have a duty
to protect the pension assets of participants," said Phyllis C.
Borzi, assistant secretary for the Labor Department's Employee
Benefits Security Administration (EBSA).  "Our legal action
ensures that these participants will get the plan assets owed to
them."

Entered in federal district court in Newport News, the judgment
resolves a Labor Department lawsuit alleging that NFL player
Michael Vick and others violated federal employee benefits law by
making a series of prohibited transfers from a pension plan
sponsored by MV7 LLC.  Vick allegedly violated his duties as a
plan trustee by making a series of prohibited transfers from the
plan for his own benefit.  The complaint alleged that the plan
assets were partially used to help pay the criminal restitution
imposed upon Vick after his conviction for unlawful dog fighting
as well as his attorney in the bankruptcy cases.  From March 7,
2007, through July 7, 2008, Vick made and caused withdrawals from
the retirement plan.

MV7 LLC was a celebrity marketing enterprise owned by Vick, who
filed for Chapter 11 bankruptcy July 7, 2008.  The company
sponsored a defined benefit retirement plan for nine current and
former employees as of October 2008.

Employers and workers can reach EBSA's Washington District Office
at 202-693-8700 or toll-free at 866-444-3272 for help with
problems relating to retirement and health benefits. In fiscal
year 2008, EBSA achieved monetary results of $1.2 billion related
to the pension, 401(k), health and other benefits for millions of
American workers and their families.

                        About Michael Vick

Michael Dwayne Vick is a professional American football
quarterback for the Philadelphia Eagles of the National Football
League.  He previously played for the Atlanta Falcons for 6
seasons before serving 18 months of a 23-month sentence in prison
for his involvement in an illegal dog fighting ring.

In April 2007, Vick was implicated in an extensive and unlawful
interstate dogfighting ring that operated over a period of five
years.  He pleaded guilty and was sentenced to 23 months in
federal prison.

With loss of his NFL salary and product endorsement deals,
combined with previous financial mismanagement, Vick filed for
Chapter 11 bankruptcy in July 2008.  Mr. Vick filed a Chapter 11
petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775).
Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman
& Canoles, P.C., represent the Debtor in his restructuring
efforts.  Mr. Vick listed assets of $10 million to $50 million.

Vick was released from prison to home confinement on May 20, 2009.
On July 27 2009, NFL Commissioner Roger Goodell conditionally
reinstated Mr. Vick.

Mr. Vick in August 2008 won confirmation of a proposed Chapter 11
plan that proposes to give up a portion of his future income over
six years.  The plan assumed that he's reinstated by the National
Football League and signs a new contract in order to repay
unsecured creditors owed in excess of $19 million.


MOMENTIVE PERFORMANCE: Expects to Post Up to $570MM Q3 Net Sales
----------------------------------------------------------------
Momentive Performance Materials Inc. expects to post net sales of
approximately $550 million to $570 million; GAAP operating income
of approximately $35 million to $45 million; and Adjusted EBITDA
of approximately $84 million to $94 million for the third quarter
ended September 27, 2009.  Last year in the third quarter,
Momentive recorded net sales of approximately $699.9 million, GAAP
operating income of approximately $17.6 million, and Adjusted
EBITDA of approximately $115.9 million (reflecting pro-forma
effects of certain estimated cost savings as described in
Momentive's Form 10-K for the year ended December 31, 2008).

Momentive also estimates that its total debt, net of cash and cash
equivalents, will be between $2.830 billion and $2.860 billion at
the end of the third quarter of 2009, essentially unchanged from
$2.860 million as of June 28, 2009, reflecting stronger cash flows
offset by the increase in its debt denominated in Euros due to the
effect of a weaker US dollar.

"Demand has continued to steadily improve on a quarterly basis
since the beginning of the year. The effects of the recession,
however, have continued to impact year-over-year comparisons,"
said Jonathan Rich, President and CEO.  He added, "While
visibility to demand remains limited, we do expect to see
continued benefits in the fourth quarter from the cost actions
that we've taken to date."

Momentive expects to file a more detailed press release regarding
its third quarter 2009 results on Form 8-K as well as filing its
Form 10-Q for the three months ended September 27, 2009 in early
November 2009 with an accompanying investor conference call to
follow shortly thereafter.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MOMENTIVE PERFORMANCE: JPMorgan-Led Banks Waive Loan Covenant
-------------------------------------------------------------
Momentive Performance Materials Inc. has successfully concluded
discussions with its revolving credit facility lenders and entered
into an agreement to waive and amend certain terms of the Credit
Agreement dated as of December 4, 2006, by and among Momentive,
its parent, Momentive Performance Materials Holdings Inc., certain
of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative
agent, and the Lenders thereto.

Pursuant to the Waiver and Amendment, among other provisions, the
requisite revolving credit facility lenders agreed to waive
compliance by Momentive with the senior secured leverage ratio
maintenance covenant set forth in the Credit Agreement for the
fiscal quarters ending September 27, 2009 and December 31, 2009,
subject to certain conditions, and the applicable margin on
revolving credit facility borrowings under the Credit Agreement
was increased by 125 basis points.  In addition, Momentive agreed
to pay a one-time fee in an amount equal to 0.25% of the revolving
facility commitment of each revolving facility lender that was a
party to the Waiver and Amendment and to reimburse certain fees
and expenses incurred in connection with the Waiver and Amendment.

Jonathan Rich, President and CEO, commented, "Although business
conditions have steadily improved since the first quarter of 2009,
we entered into the Waiver and Amendment as a precautionary
measure to remove any uncertainty regarding compliance with the
financial maintenance covenant in the Credit Agreement. As a
result of the waiver and the actions we've taken to reduce our
cost structure, the Company is well-positioned to comply with the
maintenance covenant as the economy recovers."

A full-text copy of the Limited Waiver and Amendment to Credit
Agreement, dated as of September 22, 2009 by Momentive Performance
Materials Inc., Momentive Performance Materials Holdings Inc.,
Momentive Performance Materials USA Inc., Momentive Performance
Materials GmbH, each Subsidiary Loan Party thereto, the Lenders
thereto and JPMorgan Chase Bank, N.A., as administrative agent, is
available at no charge at http://ResearchArchives.com/t/s?45e4

Members of the lending consortium are:

     * JPMorgan Chase Bank, N.A., as Administrative Agent and
       lender;
     * General Electric Capital Corporation;
     * ABN AMRO Bank N.V.;
     * Royal Bank of Canada;
     * Sumitomo Mitsui Banking Corporation;
     * UBS Loan Finance LLC; and
     * STYX PARTNERS, L.P.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MORGAN ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Morgan Enterprises, Inc.
           dba Schlotzsky's Deli
        116 Captain Graves
        Williamsburg, VA 23185

Bankruptcy Case No.: 09-51574

Chapter 11 Petition Date: September 28, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  Crowley, Liberatore, & Ryan, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  Email: kcrowley@clrfirm.com

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

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

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

            http://bankrupt.com/misc/vaeb09-51574.pdf

The petition was signed by Gary H. Sartor, president of the
Company.


MORRIS PUBLISHING: Moody's Withdraws Ratings for Business Reasons
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Morris
Publishing Group, LLC, for business reasons.

Withdrawals:

Issuer: Morris Publishing Group, LLC

  -- Corporate Family Rating, Withdrawn, previously rated Ca

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

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B3, LGD2 - 14%

  -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
     previously rated C, LGD5 - 71%

Outlook Actions:

Issuer: Morris Publishing Group, LLC

  -- Outlook, Changed To Rating Withdrawn From Negative

The most recent rating action occurred on March 4, 2009, when
Moody's downgraded Morris Publishing's Corporate Family Rating and
Probability of Default rating, each to Ca from Caa3.

Headquartered in Augusta, Georgia, Morris Publishing Group
reported revenues of $285 million for the LTM period ended
June 30, 2009.  Morris Publishing Group is a wholly owned
subsidiary of Morris Communications, which also owns and operates
periodicals, outdoor advertising, book publishing, commercial
printing, and radio broadcast properties.


MXENERGY HOLDINGS: Moody's Changes Default Rating to 'Ca/LD'
------------------------------------------------------------
Moody's Investors Service changed MXenergy Holdings Inc.'s
Probability of Default Rating to Ca/LD from Ca.  The rating action
reflects MXenergy's recently completed private exchange offer for
its floating rate senior notes due 2011.  Moody's views the
culmination of the exchange offer as a distressed exchange.

Subsequent to the rating action, Moody's will withdraw MXenergy's
Caa3 Corporate Family Rating, Ca/LD Probability of Default Rating,
Ca senior note rating, and SGL-4 Speculative Grade Liquidity
Rating.  Moody's is withdrawing the ratings for business reasons.

The last rating action on MXenergy was on July 2, 2009, at which
time Moody's confirmed the company's Caa3 Corporate Family Rating,
downgraded its Probability of Default Rating to Ca from Caa3, and
confirmed the Ca rating on its floating rate senior notes due
2011.

MXenergy's ratings were assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside MXenergy's core industry.

MXenergy Holdings Inc. is headquartered in Stamford, Connecticut.


NEUROGEN CORPORATION: Posts $7.5MM Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Neurogen Corporation posted a net loss of $7,511,000 for three
months ended June 30, 2009, compared with a net loss of $6,434,000
for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $18,347,000 compared with a net loss of $22,952,000 for the
same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $25,867,000, total liabilities of $10,958,000 and a
stockholders' equity of $14,909,000.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45d5

Neurogen Corporation (NasdaqGM: NRGN) -- http://www.neurogen.com/
-- is a drug development company focusing on small-molecule drugs
to improve the lives of patients suffering from disorders with
significant unmet medical need, including insomnia, anxiety,
restless legs syndrome (RLS), Parkinson's disease, and pain.

Neurogen conducts its development independently and, when
advantageous, collaborates with world-class pharmaceutical
companies to access additional resources and expertise.

                       Going Concern Doubt

On March 31, 2009, PricewaterhouseCoopers LLP, in Hartford,
Connecticut, expressed substantial doubt about Neurogen's ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2008, and 2007.  The auditing firm said that the Company suffered
recurring losses from operations and has a working capital
balance.


NOBLE INT'L: To Auction Welding Equipment by Webcast in October
---------------------------------------------------------------
Corinna Petry at AMM reports that Noble International Ltd. will
auction its roll-forming and laser welding equipment by webcast in
October.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NORTEL NETWORKS: To Auction Off GSM/GSM-R Business
--------------------------------------------------
Nortel Networks Corporation, its principal operating subsidiary
Nortel Networks Limited and certain of its other subsidiaries,
including Nortel Networks Inc., Nortel Networks UK Limited and
Nortel Networks SA (NNSA), plan to sell by "open auction"
substantially all of its global GSM/GSM-R business.  In connection
with this proposed sale, NNL also expects to transfer specified
patents predominantly used in the GSM business and grant non-
exclusive licenses of other relevant patents.

Nortel has filed a motion seeking the establishment of a Section
363 sale procedure with the United States Bankruptcy Court for the
District of Delaware that will allow qualified bidders to submit
offers for the GSM/GSM-R business. A similar motion for the
approval of the sale procedure will be filed with the Ontario
Superior Court of Justice.

"The proposed sale process will provide a timeline for identifying
the successful bidder for our valuable GSM/GSM-R assets," said
Pavi Binning, Chief Restructuring Officer, Nortel. "The process is
expected to result in a formal agreement with a buyer. We have
seen interest in this business during extensive initial
discussions."

GSM (Global System for Mobile communications) is the most popular
wireless technology standard for mobile phones in the world.
Nortel is a leading supplier of GSM networks and has worked with
operators worldwide on implementing the GSM family of access
technologies including GSM/GPRS/EDGE.  Also based on GSM
technology is GSM-R (GSM for Railways) which provides a secure
communications system for railways operators.  Nortel has more
than 15 years experience with this technology and is the number
one GSM-R provider globally.

"This sale process will provide customers with a path forward for
the future of their networks and offers us a mechanism to finalize
a buyer in a timely and orderly fashion," said Graham Richardson,
GM for the GSM/GSM-R business, Nortel.  "This approach will enable
the industry to continue to benefit from Nortel-created
technology, our highly-skilled employee base, our know-how and
leading-edge innovation."

"We remain committed to serving our customers without interruption
through this process. As we move forward we will communicate our
progress to the greatest extent possible." added Mr. Richardson.

Nortel has worked with more than 100 operators in over 65
countries to implement cost-effective, high-performance
GSM/GPRS/EDGE networks.  Built on Nortel's GSM access and core
network solutions, the networks are characterized by near-wireline
voice quality, unparalleled security, unequalled radio
performance, high-availability and leading-edge wireless voice and
data capabilities.  Nortel recently introduced Nortel Smart Power
Management (SPM) software, a feature which, when, combined with
other enhancements made to Nortel's GSM technology, make today's
Nortel GSM portfolio up to 50% more energy efficient than it was
five years ago.

                      Details of Sale Process

Subject to approval of the bidding procedures filed with the U.S.
and Canadian courts, qualified bidders will be required to submit
offers for the GSM/GSM-R business by November 5, 2009, subject to
any permitted extensions.  Competing qualified bids are then
expected to proceed to an "open auction", which, under the
proposed bidding procedures, is scheduled for November 9, 2009.
Any final sale agreement would be subject to approval by the U.S.
and Canadian courts.

In relation to the EMEA entities to which they are appointed, the
UK Joint Administrators have the authority, without further court
approval, to enter into an EMEA asset sale agreement on behalf of
those relevant Nortel entities.  The sale of any GSM/GSM-R assets
currently held by NNSA, a French subsidiary, will be subject to
the approval of the French Court.  In some EMEA jurisdictions, any
transaction is subject to information and consultation with
employee representatives prior to finalization of the terms of
sale.

Completion of any transaction will also be subject to receipt of
all regulatory approvals and satisfaction of customary closing
conditions.

Nortel Networks Corporation does not expect that its common
shareholders or the preferred shareholders of NNL will receive any
value from the creditor protection proceedings and expects that
the proceedings will result in the cancellation of these equity
interests.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers. Our next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Hearing on $3-Bil. Tax Claim on October 13
-----------------------------------------------------------
Steven Church at Bloomberg reports that Bankruptcy Judge Kevin
Gross will convene a hearing on October 13 on the $3 billion tax
claim submitted by the U.S. Internal Revenue Service against
Nortel Networks Corp.  The judge instructed parties to discuss
what information they need to exchange before the Oct. 13 hearing.

According to Bloomberg, the tax claim was filed last month, weeks
before Nortel held an auction to sell its telephone-service unit.
The action forced the Toronto-based company, once the largest
maker of telecommunications equipment, to rewrite part of the $915
million sale contract with the winning bidder, Avaya Inc.

The timing of the claim may mean IRS officials weren't acting in
good faith and were trying to gain leverage over the company,
Nortel's attorney Deborah Buell said in court September 30.

IRS attorney Jan Geht told Judge Gross that the claim was
legitimate and that the issue is too complicated to rush toward an
Oct. 13 trial.  Judge Gross responded that he would not move the
date.

In a court filing, Nortel Networks asked the Bankruptcy
Court to disallow a $3,016,650,830 tax claim asserted by the
Internal Revenue Service.

The $3 billion Claim consists of $1,804,637,586 in unsecured
priority claim against Nortel Networks Inc. for income taxes for
the tax years 1998 to 2007; accrued interest on the income taxes
as of the Petition Date in the sum of $1,162,748,632; and an
unsecured non-priority claim for penalties to date for
$49,264,612.  The Claim has been recorded in the Debtors' claim
list as Claim No. 1935.

Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that the IRS has asserted two
previous claims against the Debtors:

  * In February 2009, the IRS filed its original claim, Claim
    No. 250, against NNI for approximately $15 million.  It
    asserted an unsecured priority claim for income taxes for
    the years 1998, 2001 to 2008, and excise taxes through March
    2009, plus interest.  The IRS also asserted a general
    unsecured claim for income taxes for years 1999 to 2000 for
    $10 million.

  * By May 2009, the IRS filed Claim No. 1226 as an amendment to
    the Original IRS Claim, reducing the amount claimed to
    $171,918.

Filed on August 20, 2009, Claim No. 1935 for $3 billion has been
asserted as a further amendment to the Original IRS Claim.

Ms. Cordo argues that Claim No. 1935 must be disallowed in full
as the IRS has yet to explain the basis for it.

"IRS overstates the amount of income of [NNI and its
subsidiaries] that could be subject to U.S. federal income tax,
and thus erroneously asserts a claim for income tax due," Ms.
Cordo contends.  She maintains that NNI's financial records show
that there is no "reasonable or realistic basis" for the amount
the IRS seeks.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers. Our next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


O2 DIESEL: Has Confirmed Reorganization Plan
--------------------------------------------
O2 Diesel Corp. said that on Sept. 15, the Bankruptcy Court
entered an order confirming its First Amended Joint Plan of
Reorganization, dated September 11, 2009.

All of the issued and outstanding shares of common stock will be
canceled and 100 shares of common stock of the reorganized Company
will be authorized and will be issued to Energenics Holdings, Pte
Ltd.

Claims against the Company and its unit O2 Diesel Fuels Inc. are
treated in this manner:

    Class   Description       Treatment
    -----   -----------       ---------
     N/A    Admin. Cliams     Not impaired.  To be paid in full on
                              the Effective Date

     N/A    Priority Tax
            Claims            Not impaired. Paid in full.
      1     Energenics        Impaired. Principal paid. Interest
                              and fees not paid

      2     Priority Non-     Not impaired. No Class 2 claims were
            Tax Claims        scheduled or filed

      3     O2 Corp. Equity   Impaired.  No recovery
            Interests

      4     02 Inc. Equity    Not impaired.  Not affected by Plan
            Interests

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

            http://researcharchives.com/t/s?45e6

On July 24, 2009, O2Diesel Corporation and its indirect domestic
subsidiary filed voluntary petitions under Chapter 11 (Bankr. D.
Del. Case No. 09-12585).  Mark E. Felger, Esq., at Cozen O'Connor,
represents the Debtor in its Chapter 11 effort.  O2 Diesel had
$915,034 in assets against $2,857,971 as of Sept. 30, 2008.


OPEN TEXT: Moody's Upgrades Corporate Family Rating to 'Ba2'
------------------------------------------------------------
Moody's Investors Service upgraded Open Text Corp.'s corporate
family rating to Ba2 from Ba3 and concurrently also upgraded Open
Text's senior secured loan facilities to Ba1 from Ba2.  The
upgrade were driven by the company's increasing breadth of
products within the enterprise content management software
industry, continued strong cash flow generation, resilience
exhibited through the economic downturn and continued conservative
financial management.  The rating outlook remains positive
reflecting the favorable general trends in the ECM market and
expectation of continued positive operating trends.  The ECM
market benefits from the rapidly increasing amount of information
that needs to be organized, stored and retrieved as well as
increased compliance requirements across end users.

The Ba2 rating reflects the company's leading position within the
ECM market with one of the broadest suites of products in the
industry.  The ratings also reflect the minimal disruption
experienced by the company in the current downturn and
conservative financial policies (leverage was 1.7x as of June 30,
2009, on a Moody's adjusted basis).  The rating is constrained by
limited diversification outside the ECM sector as well as the
company's potential for additional acquisitions as they continue
to consolidate companies within the sector.  The rating is also
constrained by increasing competitive threats from larger
enterprise software and hardware providers who are also pursuing
consolidation strategies within the ECM industry and are
increasingly providing bundled offerings putting Open Text at a
marketing disadvantage.

With the recent acquisition of Vignette, Open Text is approaching
$1 billion in sales on a pro forma basis and further broadens its
already wide portfolio of offerings.  Although integrating
Vignette will involve challenges given Vignette's recent revenue
declines and operating losses, the acquisition was financed
conservatively without incurring additional debt.  Moody's expects
the acquisition will initially negatively impact margins at Open
Text but expect them to return to historical levels relatively
quickly.

Open Text has exhibited relatively good performance through the
downturn so far.  Although year over year organic revenue declined
approximately 10% over the March and June fiscal quarters, EBITDA
increased organically approximately 11% on a pro forma basis (as
if Capteris had been acquired in January 2008).  The EBITDA gains
reflect, in part the margin improvements the company has been able
to achieve in the integration of Capteris which was acquired in
October 2008.

The company's senior secured term loan and revolver ratings were
determined using Moody's Loss Given Default Methodology and
reflect the upgrade in the corporate family rating.

These ratings were upgraded:

* Corporate family rating to Ba2 from Ba3

* Probability of default to Ba3 from B1

* $75 million senior secured revolver to Ba1, LGD2 (21%) from Ba2,
  LGD2 (22%)

* $294 million senior secured term loan to Ba1, LGD2 (21%) from
  Ba2, LGD2 (22%)

This rating was unaffected:

* Speculative grade liquidity - SGL-1

The ratings outlook is positive.

The ratings could face upward pressure if the company continues
broadening of its product portfolio and vertical market expertise
while demonstrating organic revenue, profit and cash flow growth
and maintaining conservative financial policies.  The ratings
could face downward pressure if margins or growth were to
deteriorate or the company was to make a large debt financed
acquisition, particularly if leverage were to exceed 3.25x.

Moody's most recent rating action was September 30, 2008, when
Moody's upgraded Open Text's CFR to Ba3.

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is
the largest independent provider of enterprise content management
software.  The company's software applications allow users to
capture, manage, store, and deliver content (whether documents,
email, web-based material or mixed media) related to
organizational processes.  For twelve months ended June 30, 2009,
revenues were $786 million.


PANOLAM INDUSTRIES: Agrees to Plan Terms With Senior Lenders
------------------------------------------------------------
Panolam Industries International, Inc., on September 30 announced
that it has entered into a consensual Restructuring Support
Agreement with affiliates of Apollo Capital Management and Eaton
Vance Management, which together hold a supermajority of the
principal amount of the Company's senior subordinated notes,
holders of a supermajority of the principal amount of the
Company's senior debt, and Credit Suisse, the agent for such
senior lenders.  The restructuring contemplated by the
Restructuring Support Agreement will enable the Company to reduce
the amount of debt on its balance sheet by approximately
$151 million (or approximately 44%) and eliminate approximately
$16.2 million in annual cash interest payments on its senior
subordinated notes.

The Restructuring Support Agreement requires the Consenting
Holders to vote in favor of and support the proposed prepackaged
plan of reorganization of the Company and its domestic
subsidiaries.  Under the Plan, the senior debt will be exchanged
for a combination of cash and notes of the reorganized company,
the senior subordinated notes will be exchanged for shares of
common stock of the reorganized company and all existing equity
interests will be cancelled in exchange for warrants to acquire
shares of common stock of the reorganized company under certain
circumstances.  The claims of all general unsecured creditors will
be reinstated or unimpaired, which means that, under the Plan, the
Company will honor all obligations to its customers, pay all
vendors and suppliers in the normal course of business and
continue to pay wages and benefits to it employees as usual.

The Company expects to launch a formal solicitation of votes for
the Plan from its creditors within approximately 10 days.
Creditor voting on the Plan will be completed within 30 days after
the solicitation is launched.  Upon receiving the requisite formal
acceptances, the Company will commence a voluntary prepackaged
Chapter 11 proceeding in order to implement the Plan.  A
supermajority of the senior lenders holding approximately 83% of
the senior debt and a supermajority of the senior subordinated
noteholders holding approximately 66% of the senior subordinated
notes have signed the Restructuring Support Agreement.  The
Company does not anticipate any delays in obtaining bankruptcy
court approval since the Plan is prepackaged and expects that the
Plan will be confirmed by the bankruptcy court before the end of
the 2009 calendar year.

Mr. Robert J. Muller, Jr., Chairman and Chief Executive Officer of
the Company, said, "We are very pleased to have reached an
agreement with our noteholders and with our senior lender group,
which underscores their confidence in our business, and represents
an important step forward for our company.  We appreciate the
continuing loyalty of our suppliers, customers, business partners
and employees, and this Plan will allow us to emerge with a
significantly stronger balance sheet and well positioned to pursue
future growth opportunities."

Jason Perri, of Apollo Capital Management, added "We are pleased
that all creditor groups were able to agree to a consensual deal
that will minimize the impact of this restructuring on the
stakeholders that matter most - Panolam's customers, vendors and
employees. Management has done a fantastic job of guiding the
business through this process, and we look forward to working with
the entire Panolam team going forward."

                     About Panolam Industries

Panolam Industries International, Inc. is a market leader and
innovator in the decorative laminate industry.  The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), and Pluswood(R) brand names,
are used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.

The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.


PARTICLE DRILLING: Court Confirms Bankruptcy Plan
-------------------------------------------------
Particle Drilling Technologies, Inc., said in a regulatory filing
that the U.S. Bankruptcy Court for the Southern District of Texas
entered on September 1, 2009, an order confirming its Second
Amended Joint Chapter 11 Plan of Liquidation.

The Debtor scheduled an auction for its assets but no bids were
received other than the offer of PDTI Holdings, LLC, to buy
substantially all assets of the Company.  Proceeds from the sale
to PDTI Holdings forms the basis for funding the Plan.

A copy of the Confirmation Order is available for free at:

          http://researcharchives.com/t/s?45e8

Based in Houston, Particle Drilling Technologies, Inc., a Nevada
corporation, filed for Chapter 11 on May 30, 2009 (Bankr. S.D.
Tex. Case No. 09-33744).  On June 1, 2009, Particle Drilling
Technologies, Inc., a Delaware Corporation, filed for Chapter 11
(Bankr. S.D. Tex. Case No. 09-33830).  Particle Drilling is a
development stage oilfield service and technology company owning
certain patents and pending patents related to the Particle Impact
Drilling technology.  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, represents the Debtors as counsel.  Particle
Drilling Tehnologies, Inc., a Nevada corporation, listed between
$1 million and $10 million each in assets and debts.  Particle
Drilling Technologies, Inc., a Delaware corporation, listed less
than $1,000,000 to $10,000,000 each in assets and debts.


PILGRIM'S PRIDE: Enters Into Change-In-Control Pact With Jackson
----------------------------------------------------------------
Pilgrim's Pride Corporation, in a regulatory filing with the U.S.
Securities and Exchange Commission, reported that on
September 15, 2009, the Company entered into a Change in Control
Agreement with Donald Jackson, PPC's Chief Executive Officer.

According to Richard A. Cogdill, PPC's chief financial officer,
the initial term of the Change in Control Agreement ends on
December 31, 2010.  The term of the agreement automatically
renews on December 31, 2011 and each anniversary thereafter for a
period of two years from the renewal date, unless, in each case,
the Company gives the Executive notice at least 60 days prior to
the renewal date that the term will not be extended.

The Change in Control Agreement provides that, if the Company
terminates the Executive's employment within a 24-month period,
the "Employment Period' following a Change in Control other than
for cause or the Executive's disability or if the Executive
resigns during the Employment Period for good reason because the
Company has not met its obligations under the Change in Control
Agreement, then the Executive will be entitled to certain
severance benefits.

Upon the termination of the Executive's employment during the
Employment Period, the Change in Control Agreement provides:

  -- for a lump sum severance payment that includes (a) the
     Executive's target annual bonus for the fiscal year in
     which the termination occurs, prorated through the date of
     termination; and (b) an amount based on the sum of the
     Executive's annual base salary and target annual bonus
     multiplied by three;

  -- that the Executive may be entitled to receive a tax
     gross-up payment to compensate him for specified excise
     taxes, if any, imposed on the severance payment; and

  -- that any stock options and other equity awards held by the
     Executive will become fully vested and exercisable and the
     target payout opportunities attainable under all of the
     Executive's outstanding performance-based equity awards
     will be deemed to have been fully earned.

In addition, the Change in Control Agreement provides that, for a
period of 24 months from the date of any termination of the
Executive's employment that results in a severance payment under
the Executive's Change in Control Agreement, the Executive will
not (a) divulge confidential information regarding the Company,
(b) solicit or induce employees of the Company to terminate their
employment with the Company, or (c) seek or obtain any employment
or consulting relationship with any specified competitor of the
Company.

A full-text copy of the Change in Control Agreement is available
for free at http://ResearchArchives.com/t/s?4582

                     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.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

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.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Enters Into Consulting Agreement With Bo Pilgrim
-----------------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission dated September 18, 2009, Richard A. Cogdill,
Pilgrim's Pride Corporation's chief financial officer, reported
that in connection with the Debtors' Plan of Reorganization and
the Stock Purchase Agreement with JBS USA Holdings, Inc., on
September 16, 2009, PPC and Lonnie A. "Bo" Pilgrim, Senior
Chairman of the board of directors of PPC, entered into a
consulting agreement, which will become effective at the Closing
Date.

Pursuant to the terms of the Consulting Agreement, following the
Closing Date, among other things:

  -- Mr. Pilgrim will be compensated for services rendered to
     the Reorganized Company at a rate of $1.5 million per year
     for a term of five years;

  -- Mr. Pilgrim will be subject to customary non-solicitation
     and non-competition provisions; and

  -- Mr. Pilgrim and his spouse will be provided with paid
     medical benefits.

Under the Consulting Agreement, Mr. Pilgrim will provide services
to the Reorganized Company that are comparable in the aggregate
to the services provided by him to the Company prior to the
Closing Date.

                     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.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

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.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Proposes to Sell 100% Interest in Valley Rail
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Pilgrim's Pride
Corp. seek the Court's authority to sell 100% of its ownership
interest in Valley Rail Service, Inc., a non-debtor, to buyers
Dixie Gas & Oil Corporation, Glenn V. Healey and Frank W. Nolen,
for $1,000,000.  The Debtors also ask the Court to approve the
Purchase Agreement binding the transaction.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, informs the Court that the Purchase Agreement
would create an an indemnification obligation by Pilgrim's Pride
Corporation in favor of the Buyers for any losses incurred by the
parties for enforcement of the Purchase Agreement.  There are no
contracts or agreements that will be assumed and assigned as part
of this transaction, Mr. Youngman states, and the Debtors'
ownership interest in Valley Rail is not necessary for the
Debtors' successful reorganization.

The Debtors submit that the universe of potential buyers for the
Debtors' stock in Valley Rail is very limited.  Accordingly, the
Debtors tell the Court that a private sale of the Stock is in the
best interest of the Debtors' estates.

To facilitate the sale of the Stock, the Debtors seek authority
to sell the Stock free and clear of any liens, claims and
encumbrances, with the liens, claims and encumbrances to attach
to the net proceeds of the sale with the same rights and
priorities.

The Debtors are not aware of any liens or interests held by any
party in respect of the Debtors' rights to the Stock, Mr.
Youngman avers, moreover, the proposed sale is conditioned on
consent of the postpetition lenders.

The Court will convene a hearing to consider this motion on
October 13, 2009, at 10:30 a.m., Central Time.

                     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.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

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.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Proposes to Sell Lake Bob Property for $3.79MM
---------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Pilgrim's Pride
Corp. and its affiliates seek the Court's authority to sell, free
and clear of liens, claims and encumbrances approximately 882
acres of real property located on the south side of Lake Bob
Sandlin in Pittsburg, Camp County, Texas, for $3,793,808, to
Richard A. Sims, subject to any higher or better offers.

The sale, according to Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in Dallas, Texas, includes the Barefoot Bay
Marina & RV Park, which the Debtors leased to Peter and Babara
Jessop, and other improvements on the property.

Additionally, the Debtors ask the Court's permission to (i) pay a
6% brokers' commission from the proceeds of the sale at closing,
(ii) assume and assign the Jessop Lease Agreement to the buyer
effective as of the closing date of the sale of the Property and
(iii) reimburse the Buyer for his actual expenses for the survey
and appraisal of the Property up to $75,000, subject to proof of
actual expenses incurred, if the buyer is outbid and the Debtors
do not sell the property to the Buyer.

The agreement between PPC and the Buyer regarding the proposed
sale has been documented in the Farm and Ranch Contract, Mr.
Youngman tells the Court.

The Property is not currently being used by the Debtors and it is
not necessary for the Debtors' reorganization, Mr. Youngman
relates.  The Property has been marketed since April 2009 by
Blake Hortenstine and the broker has advertised the Property on
Web sites and in publications that are geared towards parties
interested in this kind of property.

The Property has been listed at approximately $4,450 per acre,
Mr. Youngman notes.  The Buyer initially offered $3,200 per acre,
but has increased the offer to $4,300 per acre.

The Debtors believe that $4,300 per acre is a fair and reasonable
price for the Property and does not expect that there will be any
higher offers, Mr. Youngman avers.

As the value of the Property is relatively low in relation to the
Debtors' business and other assets, the Debtors believe that the
delay and costs associated with an auction process would reduce
any benefit to be derived through a public sale of the Property
and believe that these costs are not warranted or necessary in
this instance, Mr. Youngman stresses.  The Debtors submit that a
private sale of the Property is the best way to maximize the
value of the Property, he adds.

To facilitate the sale of the Property, the Debtors seek
authority to sell the Property free and clear of any and all
liens, claims and encumbrances, with these liens, claims and
encumbrances to attach to the net proceeds of the sale with the
same rights and priorities therein.  Notwithstanding these, the
Debtors seek to assign the Lease Agreement free and clear of all
liens, claims and encumbrances other than the interest of the
tenants under the Lease Agreement, as the sale of the Property is
being made subject to the Lease Agreement, Mr. Youngman asserts.

The proposed sale is conditioned on consent of the postpetition
lenders, and the Debtors believe they have paid all taxes due on
the Property.  To the extent any property taxes are due and not
paid, the Debtors will pay the amounts at the closing of the
Sale.  The Debtors and the Buyer have agreed to prorate the 2009
property taxes through the closing of the sale of the Property,
Mr. Youngman states.

The Court will convene a hearing to consider this motion on
October 31, 2009, at 10:30 a.m., Central Time.

                     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.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

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.
(http://bankrupt.com/newsstand/or 215/945-7000)


POSITRON CORPORATION: June 30 Balance Sheet Upside-Down by $6.8MM
-----------------------------------------------------------------
Positron Corporation's balance sheet at June 30, 2009, showed
total assets of $1,113,000 and total liabilities of $7,935,000,
resulting in a stockholders' deficit of $6,822,000.

For three months ended June 30, 2009, the Company posted a net
loss of $929,000 compared with a net loss of $2,017,000 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1,675,000 compared with a net loss of $3,116,000 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?45d0

Headquartered in Houston, Positron Corporation (OTC BB: POSC)
-- http://www.positron.com/-- designs, manufactures, markets and
supports advanced cardiac molecular imaging devices utilizing
single photon emission computed tomography (SPECT) and positron
emission tomography (PET).  The Company's molecular imaging
systems incorporate patented and proprietary software and hardware
technology for the diagnosis and treatment of patients with heart
disease.

                        Going Concern Doubt

On April 15, 2009, Frank L. Sassetti & Co., in Oak Park, Illinois,
expressed substantial doubt about Positron's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2008, and 2007.
The auditing firm pointed to the Company's significant accumulated
deficit.


REALOGY CORPORATION: Moody's Changes Default Rating to 'Caa3/LD'
----------------------------------------------------------------
Moody's Investors Service changed the Probability of Default
Rating of Realogy Corporation to Caa3/LD from Caa3 following the
closing of certain transactions related to Realogy's PIK toggle
notes which Moody's views as a distressed exchange.  Moody's
affirmed all other credit and liquidity ratings.  The rating
outlook remains negative.

Realogy, owned by an affiliate of Apollo Management, L.P.,
announced that it closed on $515 million aggregate principal
amount of second lien incremental term loans (upsized from
$475 million) that mature in 2017.  The $515 million second lien
term loan consisted of (i) $150 million issued in exchange for
approximately $220 million of PIK toggle notes held by Icahn
Partners, L.P. (Exchange Transaction) and (ii) $365 million issued
in exchange for cash.  Realogy expects to issue an additional
$135 million on a delayed draw basis on Oct. 9, 2009, subject to
receipt of additional lender commitments.  Upon the issuance of
the additional $135 million, there will be $650 million of second
lien term loans outstanding.  The company expects to use the net
proceeds from the second lien term loans to reduce at least
$365 million of borrowings under its $750 million revolving credit
facility.

Additionally, concurrently with the Exchange Transaction, Apollo
purchased the balance of the PIK toggle notes held by Icahn
Partners, L.P., and its affiliates for cash at a substantial
discount.  Moody's views the Exchange Transaction and the Apollo
purchase as a distressed exchange and has classified these
transactions as a limited default by appending an LD designation
to the Probability of Default Rating.  The LD designation
anticipates that Realogy and/or Apollo may continue to purchase or
exchange senior and subordinated bonds at a substantial discount
to par over the next year.  In approximately three business days,
Moody's will remove the LD designation from the Probability of
Default Rating.

Moody's affirmed these ratings (LGD assessments updated):

* $650 million second lien term loan due 2017, Caa3 (LGD 4, 56%
  from LGD 4, 57%)

* $750 million senior secured revolving credit facility due 2013,
  Caa1 (LGD 2, 22%)

* $3.1 billion senior secured term loan due 2013, Caa1 (LGD 2,
  22%)

* $518 million senior secured synthetic letter of credit facility
  due 2013, Caa1 (LGD 2, 22%)

* $1.7 billion senior unsecured cash pay notes due 2014, Ca (to
  LGD 5, 77% from LGD 5, 76%)

* $396 million (including PIK) senior unsecured toggle notes due
  2014, Ca (to LGD 5, 77% from LGD 5, 76%)

* $875 million senior subordinated notes due 2015, Ca (LGD 6, 94%)

* Corporate family rating, Caa3

* Probability of Default rating, Caa3/LD

* Speculative grade liquidity, SGL-4

The last rating action on Realogy was on September 25, 2009, when
Moody's assigned a Caa3 to the proposed $475 million second lien
term loan of Realogy and affirmed all other credit and liquidity
ratings.

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.


REALOGY CORP: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for Realogy Corp. to 'SD' from 'CC'.  This action follows
the company's announcement that it has closed a $515 million
second-lien term loan due 2017 and is using $150 million of the
issuance to exchange for about $220 million in face value of its
senior toggle notes due 2014.  Realogy expects to upsize the total
issuance of the second-lien term loan, which was rated 'C' with a
recovery rating of '6' on Sept. 24, 2009, to $650 million.

At the same time, S&P lowered its issue-level rating on the senior
toggle notes to 'D' from 'C'.

All other outstanding ratings on the company were affirmed.

S&P views Realogy's exchange of $150 million of its new second-
lien term loan for about $220 million of its senior toggle notes
at less than par as tantamount to default given the distressed
financial condition of the company.  The planned reduction in
first-lien debt using the $365 million in second-lien term loan
proceeds and sponsor (affiliates of Apollo Management L.P.)
support is likely to enable Realogy to avoid a covenant violation
over the near term.  However, the senior toggle notes exchange
resulted in a relatively modest $70 million total debt reduction,
versus the company's more than $7 billion in outstanding debt
(including outstanding borrowings under the company's
securitization facilities).

"Following the completion of the exchange, S&P expects to raise
its corporate credit rating on Realogy to 'CC', reflecting S&P's
concern that the company's ability to service its current capital
structure would remain challenged," said Standard & Poor's credit
analyst Emile Courtney.  "In addition, S&P expects to raise the
issue-level rating on the company's senior toggle notes to 'C'
from 'D'."

Pro forma for the repayment of first-lien debt with proceeds from
the proposed second-lien term loan, S&P estimate the bank lending
group's calculation of the company's first-lien senior secured
leverage ratio was 4.6x at June 2009, compared to the 5.35x
covenant in the company's credit facility.  The covenant steps
down to 5x in the September 2009 quarter.  As a result, the
cushion relative to the covenant will remain tight over the near
term.  In February 2009, Realogy announced Apollo would provide
financial assistance to the extent necessary to enable the company
to remain in compliance with the covenant.  Realogy is likely to
avoid violating the covenant over the near term in light of this
expected support from Apollo.  However, S&P expects pro forma
credit measures will not improve meaningfully this year from June
2009 levels, when total leverage (including securitization
indebtedness and operating leases) was near 20x and total interest
coverage (including pay-in-kind interest expense) was about 0.6x.


ROBERT ALAN SMALL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Robert Alan Small
           aka Small Interests, Ltd
           aka TOC Systems, Inc.
        5399 C.R. 154
        Alvin, TX 77511

Bankruptcy Case No.: 09-80437

Chapter 11 Petition Date: September 29, 2009

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

Judge: Letitia Z. Paul

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  450 N. Texas Avenue, Suite A
                  Webster, TX 77598-4963
                  Tel: (281) 332-4800
                  Fax: (281) 332-4808
                  Email: jpnorman@gipsonandnorman.com

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

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

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

The petition was signed by Mr. Small.


SAMSONITE STORES: Wins Nod for Hilco as Real Estate Consultants
---------------------------------------------------------------
Samsonite Company Stores LLC received permission from the
Bankruptcy Court to hire Hilco Real Estate LLC as special real
estate consultant, nunc pro tunc to the petition date.

The Debtor has a need to renegotiate the terms of certain of its
real property leases or, in the alternative, to dispose of such
leasehold interests.  The Debtor has determined that, in its sound
business judgment, the retention and employment of Hilco, who has
substantial experience in handling real estate matters in the
Chapter 11 context, will provide substantial benefit to its estate
because Hilco is well suited to assist the Debtor and handle the
proposed real property transactions.  Accordingly, the Debtor is
employing Hilco on the terms and conditions set forth in the
Amended and Restated Real Estate Consulting and Advisory Services
Agreement dated September 1, 2009.

Specific tasks of Hilco are:

   a. Meet with the Debtor to ascertain the Debtor's goals,
      objectives and financial parameters;

   b. Mutually agree with the Debtor with respect to a strategic
      plan for the restructuring, sale, assignment, subleasing or
      termination of each Lease;

   c. On the Debtor's behalf, negotiate for more favorable lease
      with the landlords under certain of the Leases, in
      accordance with the Strategic Plan;

   d. On the Debtor's behalf, negotiate the terms of agreements
      for the termination, assignment or subleasing of the Leases,
      in accordance with the Strategic Plan;

   e. Negotiating waivers or reductions of prepetition cure
      amounts and 11 U.S.C. Sec. 502(b)(6) claims with respect to
      Leases in accordance with the Strategic Plan;

   f. Assisting the Debtor at an auction for the Leases, as
      needed;

   g. Provide weekly written reports to the Debtor regarding the
      status of such negotiations; and

   h. Assist the Debtor in closing the pertinent Lease
      restructuring, sale, termination, assignment or subleasing
      agreements contemplated hereby.

Pursuant to the terms of the Services Agreement, Hilco will
receive compensation in the form of incentive-based fees.  The
fees that will be payable to Hilco are:

   1. Lease Restructurings.  Hilco will earn a fee equal to the
      Restructured Lease Savings Fee for each lease that is a
      Restructured Lease.

   2. Lease Terminations.  Hilco will earn a fee equal to the
      Terminated Lease Savings Fees for each Lease (other than the
      Samsonite Guaranteed Leases that is a Terminated Lease.

   3. Samsonite Guaranteed Lease Terminations.  Hilco will earn a
      fee equal to the Samsonite Terminated Lease Savings Fee for
      each Samsonite Guaranteed Lease that is a Samsonite
      Terminated Lease.

   4. Samsonite Lease Sale, Assignment, or Subleases.  Hilco will
      earn a fee equal to the Samsonite Assignment/Subleased
      Savings Fee.

   5. Bankruptcy Claim Reductions.  For any Lease assumed and
      assigned by the Debtor, if the amount required to be paid to
      the landlord to cure defaults existing at the time of
      assumption is reduced below the cure amount that the Debtor
      reasonably acknowledges is owing, Hilco will receive a fee
      for the waiver or reduction of the cure amount in an amount
      equal to 4.5% of the total amount so reduced or waived.

The firm says it is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14).

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31, 2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SAMSONITE STORES: Identifies Stores to Be Closed
------------------------------------------------
Samsonite Company Stores, LLC, the U.S. retail division of
Samsonite Corporation, has filed a "plan supplement" containing a
list of stores that the Company intends to close. Samsonite's
proposed reorganization plan is built around closing unprofitable
U.S. retail stores.

The 7-page list of store leases to be rejected identifies the
store locations and the landlords to those leases.  According to
the list, the Debtor intends to have the leases rejected effective
October 30 or November 30.  A copy of the list is available for
free at http://bankrupt.com/misc/Samsonite_LeasesforRejection.pdf

Samsonite Company Stores announced September 2 a reorganization
plan to streamline its high street and regional mall store
portfolio, and concentrate its activities in the more profitable
outlet store business, resulting in a significant reduction in the
number of its operating stores.

According to the disclosure statement explaining the Chapter 11
plan, the Debtor intends to reject as many as 84 store leases,
thereby decreasing the total number of the Debtor's U.S. retail
stores by as much as 47%.

The Debtor estimates that exiting from the Rejected Stores will
result in an annual run-rate improvement in EBITDA estimated at
$5.3 million at current sales levels.  Exiting from these
unprofitable stores will eliminate a significant drain on the
Debtor's liquidity, thereby allowing it to focus its capital and
management resources on profitable growth initiatives.

                        Closing Store Sales

On September 10, 2009, Samsonite Company Stores LLC obtained
authorization from the Bankruptcy Court to (i) assume an agency
agreement with Hilco Merchant Resources LLC and (ii) Hilco to
liquidate inventory at certain retail stores pursuant to the
agency agreement.

Pursuant to the Agency Agreement, Hilco will serve as the Debtor's
exclusive liquidation agent with respect to the sale of the
inventory located at the Closing Stores and certain distribution
centers, as well as certain other furnishings, trade fixtures,
equipment and/or improvements to real property located at the
Closing Stores.  Hilco will earn a fee based upon the gross
recovery from the Debtor's Assets.

Hilco will guarantee the Debtor a minimum recovery of 105% of the
aggregate Cost Value of the Merchandise.  Hilco is expected to
vacate all of the Store premises on or before November 30, 2009
unless the Sale is extended by

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SAMSONITE STORES: Projects Net Profit, Lower Sales Starting 2010
----------------------------------------------------------------
Samsonite Company Stores, LLC, the U.S. retail division of
Samsonite Corporation, has filed a "plan supplement" containing
its financial projections.

According to financial projections, the Company expects to incur a
net loss of $14,757,000 on net sales of $80,900,000 for 2009.
Starting 2010, it expects to record a net profit, with a
$1,110,000 net income for 2010 on sales of $56,408,000.  It
expects to increase profits in the next three years, with a net
income of $2,221,000 in 2013.

The Company expects sales to decrease from $80,900,000 in 2009 to
under $60,000,000 in the next three years.

It is assumed that no portion of revenue tied to store locations
with leases being rejected will be picked up at nearby locations.
There are 33 store locations with leases that have either recently
expired or that are not projected to be renewed.  Eleven of these
active leases expire in 2009 and nine expire in 2010.  The
financial projections include two new store openings per year from
2011 to 2013.

A copy of the financial projections is available for free at:

   http://bankrupt.com/misc/Samsonite_Fin'l_Projections.pdf

Samsonite Company Stores announced September 2 a reorganization
plan to streamline its high street and regional mall store
portfolio, and concentrate its activities in the more profitable
outlet store business, resulting in a significant reduction in the
number of its operating stores.  According to the disclosure
statement explaining the Chapter 11 plan, the Debtor intends to
reject as many as 84 store leases, thereby decreasing the total
number of the Debtor's U.S. retail stores by as much as 47%.

A combined hearing to approve the adequacy of the disclosure
statement and to confirm the Plan will commence on
October 14, 2009 at 3:00 p.m., prevailing Eastern time.

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SAMSONITE STORES: Meeting of Creditors on October 14
----------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in Samsonite
Company Stores LLC's cases on Oct. 14, 2009, at 10:00 a.m.  The
meeting will be held at 2nd floor, Room 2112, J. Caleb Boggs
Federal Building, 844 North King Street, Wilmington, Delaware
19801.

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.

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SANG LEE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Joint Debtors: Sang Lee
                  aka Sang Soo Lee
               Yung Lee
                  aka Yung Ahe Lee
               21346 Andalucia Ln
               Huntington Beach, CA 92648

Bankruptcy Case No.: 09-20352

Chapter 11 Petition Date: September 28, 2009

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

Debtors' Counsel: Timothy F. Umbreit, Esq.
                  Bander Law Firm
                  1055 W 7th St, Suite1950
                  Los Angeles, CA 90017
                  Tel: (213) 873-4333
                  Fax: (213) 873-4334
                  Email: bk@banderlaw.com

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

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

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

The petition was signed by the Joint Debtors.


SEASONS PARTNERS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Seasons Partners, LLC, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Arizona.  Arizona Daily Star relates that Nancy J. March, Seasons
Partner's lawyer, said that pilots made significant damage to the
Company's apartment buildings.  Seasons Partners, LLC, is based in
Tucson, Arizona.


SIX FLAGS: 60 Trade Creditors Sell Claims Totaling $787,344
-----------------------------------------------------------
Sixty trade creditors, from September 17 to September 25,
2009, transferred claims totaling $358,207 to:

  Transferee                       Amount
  ----------                       ------
  ASM Capital L.P.                $30,561
  ASM Capital III, L.P            $14,883
  Claims Recovery Group, LLC      $41,193
  Fair Harbor Capital, LLC         $7,364
  Liquidity Solutions Inc.       $166,498
  Pioneer Funding Group, LLC      $18,209
  U.S. Debt Recovery LLC          $79,499

A list of the transferred claims is available for free at:

  http://bankrupt.com/misc/SixF_ClaimsTrnsfrslst_Sep17_Sep25.pdf

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Proposes December 14 Claims Bar Date
-----------------------------------------------
Six Flags Inc. and its affiliates have recognized that the claims
bar date plays an essential role in the goals of bankruptcy, which
are (i) preserving going concerns and (ii) maximizing property
available to satisfy creditors.  The claims bar date allows the
Debtors and parties-in-interest to expeditiously determine and
evaluate the liabilities of the estate and develop a sound Plan of
Reorganization.  Prolonged uncertainty regarding claims would
delay and potentially derail this process, Zachari I. Shapiro,
Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
asserts.

By this motion, the Debtors ask the Court to establish:

    (i) December 14, 2009 at 5:00 p.m. as the deadline for
        holders claims arising from prepetition obligations,
        including Claims pursuant to Section 503(b)(9) of the
        Bankruptcy Code, to file proofs of Claim; and

   (ii) December 10, 2009 at 5:00 P.M. Prevailing Pacific Time,
        as the deadline for governmental units to file proofs of
        Claim in the Debtors' Bankruptcy Cases.

Additionally, the Debtors ask the Court to set Specific Bar Dates
in these cases:

  (i) In the event the Debtors amend their schedules of
      assets and liabilities, the later of (a) December 14, 2009,
      or (b) 20 days from the date on which the Debtors provide
      notice of the amendment to the Schedules, with respect to
      any claim affected by the amendment; and

(ii) To ensure flexibility and an opportunity for the creditors
      to file Proofs of Claim in connection with the anticipated
      rejection of various executory contracts, the later of (a)
      December 14, 2009, or (b) the date provided in (i) the
      order authorizing the Debtors to reject or (ii) the notice
      of rejection of the contract or lease, or if that date is
      not provided, then 30 days after the date the order is
      entered or notice is provided.

The Debtors propose that any party that asserts a claim against
the Debtors that arose prior to the Petition Date must file a
written proof of claim to be received before 5:00 p.m. of the
applicable Bar Date by:

      Six Flags Claims Processing Center
      c/o Kurtzman Carson Consultants LLC
      2335 Alaska Avenue
      El Segundo, Ca 90245

The Debtors emphasize that they will not accept Proofs of Claim
sent by facsimile or e-mail.

Further, the Debtors inform the Court that these parties are not
required to file Proof of Claim on or before the Bar Date:

  * Claimants who already filed a Proof of Claim against the
    Debtors with the Clerk of the Bankruptcy Court, in a form
    substantially similar to Official Bankruptcy Form No. 10;

  * Any Claim that is listed on the Debtors' Schedules; provided
    that (i) the Claim is not scheduled as "disputed,"
    "contingent" or "unliquidated;" (ii) the Claimant does not
    disagree with the amount, nature and priority of the Claim as
    set forth in the Schedules; and (iii) the Claimant does not
    dispute that the Claim is an obligation of the Debtors as set
    forth in the Schedules;

  * Any Claim that the Court has allowed before the Bar Date
    Order;

  * Any Claim against the Debtors that has been paid in full by
    the Debtors or any other party;

  * Any Claim that is subject to specific deadlines fixed by the
    Court;

  * Any Claim of a current employee of the Debtors, if an order
    of the Court authorized the Debtors to honor the Claim in the
    ordinary course as a wage or benefit;

  * Any Claim of a claimant of the Debtors, if an order of the
    Court authorized the Debtors to honor the Claim in the
    ordinary course as a customer program obligation; provided,
    that a claimant must submit a Proof of Claim by the General
    Bar Date if its Claim relates to (i) damages arising from,
    Claims for breach of contract, breach of warranty,
    misrepresentation, tort, or any other legal or equitable
    theory; or (ii) a Claim arising under any warranty program
    provided by the Debtors with a term of greater than 36
    months;

  * Any Claim that is limited exclusively to the repayment of
    principal, interest or other applicable fees and charges owed
    under any bond or note issued by the Debtors pursuant to an
    indenture; provided that (i) an indenture trustee under a
    Debt Instrument must file one proof of claim on or before the
    Bar Date, with respect to the repayment by the Debtors of the
    principal, interest and other fees under the Debt Instrument;
    and (ii) any person or entity that wishes to assert a claim
    arising out of a Debt Instrument, other than a claim for the
    repayment by the Debtors of a principal, interest and other
    fees under the Debt Instrument will be required to file a
    proof of claim unless another exception applies;

  * Any Claimant whose Claim is based on an interest in an equity
    security of the Debtors; provided that any Claimant who
    wishes to assert a Claim against the Debtors based on Claims
    for damages or rescission based on the purchase or sale of an
    equity security, must file a Proof of Claim on or before the
    General Bar Date; and

  * Any Claims allowable under Sections 503(b) and 507(a)(1) of
    the Bankruptcy Code as administrative expenses of the
    Debtors' Bankruptcy Cases, with the exception of Claims
    allowable under Section 503(b)(9) of the Bankruptcy Code,
    which are subject to the General Bar Date.

To minimize any time and expense associated with having to seek
subsequent orders from the Court, the Debtors request permission
to establish Supplemental Bar dates upon prior written consent of
the Official Committee of Unsecured Creditors.

Furthermore, the Debtors ask the Court's permission to provide 30
days' notice of any Supplemental Bar Date because that date may
be established later in these Bankruptcy Cases at a time when
delay resulting from an extended notice period could hinder the
progress of these Bankruptcy Cases.

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Wants Jan. 9 Lease Decision Deadline
-----------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides that debtors
must assume or reject their non-residential real property
leases by the earlier of (a) 120 days after the Petition Date, or
(b) the date of entry of an order confirming a Chapter 11 plan of
reorganization.  If the debtors fail to make an election with
regards to any specific Real Property Lease by the lease decision
deadline, the leases will be "deemed rejected."

Six Flags Inc.'s current lease decision deadline is October 11,
2009.

Pursuant to Section 365(d)(4)(B), the Debtors ask Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware to extend until January 9, 2010, their
lease decision deadline to afford them more time to analyze
whether assumption or rejection of the real property leases is
appropriate in their Chapter 11 cases.

Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A. in
Wilmington, Delaware, tells the Court that since the Petition
Date, the Debtors have focused on ensuring a smooth transition
into Chapter 11 while, at the same time, addressing other time-
sensitive aspects of these cases.  Among other significant tasks,
in the first several months of these cases, the Debtors have: (i)
successfully defended themselves against objections to their cash
collateral motion; (ii) filed their initial and amended proposed
Plan of Reorganization and Disclosure Statement; and )iii)
otherwise exerted significant efforts, including fulfillment of
numerous reporting obligations and continuing negotiations with
all creditor constituencies, in order to provide a framework for
successful restructuring of the Debtors.

The Debtors are undergoing an extensive analysis of their
operations in the United States in connection with their
restructuring, Mr. Shapiro notes.

The Debtors have not yet completed their analysis of the
Individual Leases so that they can determine whether efficiencies
can be generated in connection with their restructuring
initiatives, Mr. Shapiro relates.  Given that the Debtors are
party to large number of Leases, and given the scope of the
Debtors' operations, the Debtors submit that the extension is
appropriate under the circumstances, he asserts.

The court will convene a hearing to consider this motion on
October 8, 2009, at 10:00 a.m.  The deadline for filing objections
will be on October 1.

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Wants Plan Exclusivity Until January 9
-------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, an initial
period of 120 days is provided after the commencement of a
Chapter 11 case during which a debtor has the exclusive right to
propose a plan of reorganization.  In addition, Section
1121(c)(3) provides that if a debtor proposes a plan within the
Exclusive Proposal Period, it has the balance of 180 days after
the commencement of the Chapter 11 case to solicit acceptances of
the plan.

During the Exclusive Proposal Period and the Exclusive
Solicitation Period, plans may not be proposed by any party in
interest other than the debtor.

In the Chapter 11 cases of Six Flags, Inc., and its debtor
affiliates, their Exclusive Plan Proposal Period will expire on
October 11, 2009, and their Exclusive Solicitation Period on
December 10, unless these are extended.

To ensure that their Exclusive Periods remain intact through the
solicitation and voting process for their First Amended Joint
Plan of Reorganization, the Debtors ask Judge Christopher S.
Sontchi of the United States Bankruptcy Court for the District of
Delaware to extend through and including January 9, 2010, their
Exclusive Plan Filing Period, and until April 9, 2010, their
Exclusive Solicitation Period.

According to L. Katherine Good, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors are seeking to
extend their Exclusive Periods to ensure that in the event that
the Plan ultimately is not confirmed, the Debtors should be
afforded an opportunity to rework the Plan terms as necessary,
and not to solicit acceptances of the revised plan, without the
deterioration and disruption of the Debtors' businesses that is
likely to be caused by the filing of competing plans by non-
debtor parties.

The Court will convene a hearing to consider the extension motion
on October 10, 2009, at 10:00 a.m.  Objections will be due by
October 1.

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE: Caspian Fails to Win Order for Equity Committee
--------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon declined an invitation by
Caspian Capital Advisors to appoint an official committee of
shareholders in Smurfit-Stone Container Corp.'s cases, Steven
Church at Bloomberg News reported.  Judge Shannon said at the
Sept. 30 hearing that he lacks the information to justify an
official shareholders committee, which would be entitled to have
lawyers and financial advisors paid by the estate.  The judge said
Caspian can return to court in November and present evidence to
support its request.

Caspian Capital is an investment manager on behalf of certain
entities and currently holds approximately 665,000 shares of 7%
Series A Preferred Stock of Smurfit-Stone Container Corporation,
which represents in excess of 14% of the issued and outstanding
Preferred Stock.

Caspian's lawyer, Christopher P. Simon, Esq., at Cross & Simon
LLC, in Wilmington, Delaware, had said in a court filing that
pursuant to publicly available information, the shareholders are
likely to be the fulcrum class in the Chapter 11 cases, especially
if there is someone at the negotiation table to represent their
interests.  He notes that the Debtors' financial outlook is
improving, therefore they cannot be said to be hopelessly
insolvent.

"On the contrary, the Debtors' shareholders are economic parties
of interest in these cases," Mr. Simon says.

By letter on August 7, 2009, Mr. Simon relates that Caspian asked
the United States Trustee for Region 3 to appoint an Equity
Committee.  However, the U.S. Trustee has not yet responded
formally to the request.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLAR THIN: June 30 Balance Sheet Upside-Down by $5.8 Million
-------------------------------------------------------------
Solar Thin Films Inc.'s balance sheet at June 30, 2009, showed
total assets of $5,675,883 and total liabilities of $11,477,594
and a stockholders' deficit of $5,801,711.

For three months ended June 30, 2009, the Company posted a net
loss of $942,596 compared with a net loss of $1,586,955 for the
same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1,487,079 compared with a net loss of $3,032,506 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 it has a
negative working capital of $7,418,447 as of June 30, 2009. The
Company is currently in default in the payment of certain notes
payable.

The Company has undertaken further steps as part of a plan to
improve operations with the goal of sustaining our operations for
the next twelve months and beyond to address its lack of liquidity
by raising additional funds, either in the form of debt or equity
or some combination thereof.

The Company's continued existence is dependent upon management's
ability to develop profitable operations and resolve its liquidity
problems.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45d3

Solar Thin Films, Inc. (OTC:SLTZ) is engaged in the manufacture,
sale and distribution of equipment that is used to produce thin
film amorphous silicon photovoltaic solar panels or modules and
provide turn-key a-Si module manufacturing facilities.  The
Company through its wholly owned subsidiary, Kraft Elektronikai
Zrt, is engaged in the design, development and construction on
behalf of its customers of both photovoltaic manufacturing
equipment and both alone and sometimes through partners of turnkey
manufacturing plants that produce photovoltaic thin film modules.
The primary use of such photovoltaic thin film modules will be the
construction of solar power plants by corporations and
governments.


SOUTHEAST WAFFLES: Court Okays Sale to Waffle House
---------------------------------------------------
Wendy Lee at The Tennessean reports that the U.S. Bankruptcy Court
for the Middle District of Tennessee has approved Waffle House's
plan to acquire its largest franchisee, SouthEast Waffles LLC.

According to The Tennessean, Waffle House will pay $20 million to
creditors over a period of time, and starting Thursday, the
franchise's 105 restaurants in four states will operate under
Waffle House's subsidiary, Mid South Waffles Inc.

Citing SouthEast Waffles' chief restructuring officer Gary
Murphey, The Tennessean relates that SouthEast Waffles will be
closing its corporate headquarters and lay off 15 employees.
According to the report, Mr. Murphey said that the affected
workers have been offered positions in Norcross.

Mr. Murphey, The Tennessean states, said that he would become
SouthEast Waffle's liquidating agent on Thursday and that he will
pursue monetary recovery from former chief financial officer Becky
Sullivan as well as former CEO James Shaub, II.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


STAR GAS: Fitch Affirms Issuer Default Rating at 'B'
----------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating of Star
Gas Partners, L.P., and raised debt ratings:

  -- Outstanding 10.25% senior unsecured notes due 2013, co-issued
     with its special purpose financing subsidiary Star Gas
     Finance Company (the notes), to 'BB-/RR2' from 'B+/RR3'.

The Rating Outlook is Stable.  Approximately $133 million of notes
remain outstanding.

The decisions to affirm Star Gas' IDR and maintain its Stable
Outlook take into account the improvement in the company's overall
performance, lower debt balances, the ability of the company to
complete a refinancing of its Petroleum Heat and Power Company
subsidiary revolver in a difficult market environment.  After a
period of extreme volatility, current spot prices approaching the
2009/2010 heating season have been in a relatively narrow range
with heating oil at approximately $1.70 per gallon.  While higher
heating oil prices create substantially greater working capital
needs, the company has a strong liquidity position which should
allow it to operate through temporary stress conditions even
should heating oil prices spike to previous record levels of $4 to
$5 per gallon.  These positives are partially offset by the known
volatility in heating oil prices, the overall decline in the
market for heating oil distribution, continued customer attrition,
and conservation and conversions.  The company has recently
reestablished distributions to unit holders and authorized the
repurchase of up to 7.5 million units which will limit cash
retention going forward.

The rating for the notes reflects its subordinated position to the
secured Petro credit facility.  Fitch's Recovery Rating for the
outstanding notes, a relative indicator of creditor recovery on a
given obligation in the event of a default, was changed to 'RR2'
from 'RR3', signifying that higher recovery potential is present.
This change was the sole result of the reduction in the amount of
notes outstanding.  'RR2' indicates an estimated recovery level of
between 70% and 90% in event of a default.  According to Fitch's
methodology, debt instruments with an 'RR2' recovery rating are
placed two notches above the IDR; the change in the recovery
rating leads to a one notch upgrade to 'BB-' from 'B+'.

The company should have ample liquidity going into the 2009-2010
heating season.  Fitch estimates Star Gas will begin the heating
season with no borrowings on its recently renewed Petro facility
and over $180 million in cash.  In Fitch's rating analysis, Star
Gas' robust cash position was a key rating driver.  Over the past
several years, EBITDA and cash generation have varied due to
numerous factors including weather, heating oil prices, attrition,
conservation among other factors.  The company's strong liquidity
position helps to mitigate the risk for creditors and ensure that
Star Gas has ample ability to meet its seasonal working capital
needs and work its way through difficult operating environments.

As a means of determining whether Star Gas has sufficient
liquidity to manage through a further increase in commodity
prices, Fitch performed a 24 month sensitivity which projected
working capital needs assuming no additional margin growth, no
improvement in attrition, no acquisitions and weather that was
7.5% warmer than normal.  Under this scenario, Star Gas would have
sufficient liquidity to finance working capital needs with heating
oil prices of $5 per gallon.  However, it is important to note
that Petro's credit facility would limit the company's ability to
pay distributions or redeem any of its capital stock under this
scenario which provides support to creditors during stress
conditions.  Despite weaker performance, Star Gas manages to
retain robust cash balances in a stress scenario.

Fitch projects Star Gas to generate EBITDA of approximately
$65 million under normal weather conditions.  This level of
performance results in debt to EBITDA of approximately 1.8 times
(x) and interest coverage of 4.4x.  These credit ratios factor in
an additional $20 million reduction in outstanding senior notes in
2010.  Star Gas was recently authorized by its Board to repurchase
up to $20 million in notes in addition to the $36 million
repurchased during fiscal 2009.

In its previous credit review, Fitch highlighted refinancing risk
associated with the maturity of the Petro revolving credit
facility.  While the facility was successfully renewed in July
2009, Star Gas' senior notes mature in 2013.  Star Gas continues
to make periodic repurchases of these notes and Fitch believes
that Star Gas has the financial capacity and flexibility to manage
the maturity of these notes.


STATION CASINOS: Court Authorizes Lazard as Financial Advisor
-------------------------------------------------------------
The Bankruptcy Court has authorized Station Casinos Inc. and its
units to employ Lazard Freres & Co. LLC as their financial advisor
and investment banker nunc pro tunc to the Petition Date pursuant
to Sections 327(a) and 328(a) of the Bankruptcy Code and Rule
2014(a) Federal Rules of Bankruptcy Procedure.

All of Lazard's compensation set forth in the Agreement,
including the Monthly Fees and the Restructuring Fee is approved
pursuant to Section 328(a).

Lazard will be paid in accordance with the terms described in the
Lazard Agreement pursuant to the standard of review under Section
328(a), and Lazard's compensation will not be subject to review
under Section 330.

The Court, in its sole discretion, retains the right to review
Lazards' Restructuring Fee based upon circumstances that cannot
be foreseen at the time of entry of the Order.  None of the fees
payable to Lazard pursuant to the Engagement Letter will
constitute a "bonus" or "fee enhancement" under applicable law.

The Debtors will not seek to avoid, recharacterize, recover or
subordinate pursuant to the Bankruptcy Code or any applicable
nonbankruptcy law, any portion of any amounts paid by the Debtors
pursuant to the Engagement Letter, including but not limited to
the Prior Agreement Fees.

The Court has also approved the Indemnification Agreement between
the Debtors and Lazard.

The Engagement Letter contemplates that Lazard will provide these
investment banking services to the Debtors:

  (a) Review and analyze the Debtors' business, operations
      and financial projections;

  (b) Evaluate the Company's potential debt capacity in light
      of its projected cash flows;

  (c) Assist in the determination of a capital structure for
      the Debtors;

  (d) Assist in the determination of a range of values for
      the Company on a going concern basis;

  (e) Advise the Debtors on tactics and strategies for
      negotiating with the holders of certain existing
      obligations;

  (f) Renderi financial advice to the Debtors and
      participating in meetings or negotiations with
      Stakeholders and rating agencies or other appropriate
      parties in connection with any restructuring,
      reorganization or recapitalization;

  (g) Advise the Debtors on the timing, nature and terms of
      new securities or other consideration to be offered
      pursuant to the Restructuring;

  (h) Assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the Restructuring;

  (i) Attend meetings of the Debtors' Board of Directors and
      its committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (j) Provide testimony, as necessary, with respect to matters
      on which Lazard has been engaged to advise the Company in
      any proceeding before the Court; and

  (k) Provide the Debtors with other financial restructuring
      advice.

The Debtors and Lazard have agreed that the term "Restructuring"
will also include any transaction or series of transactions
pursuant to which all or a majority of the assets of the Debtors
are sold or transferred, directly or indirectly, to one or more
other corporations or business entities.

The Debtors will pay and reimburse Lazard for fees incurred and
out-of-pocket expenses in the Chapter 11 cases.

Because the Debtors are seeking to pay Lazard pursuant to Section
328(a) of the Bankruptcy Code, the Debtors believe that Lazard's
compensation should not be subject to any additional standard of
review under Section 330.

The Compensation Structure provides for these payment to Lazard:

  * A monthly fee of $300,000;

  * A restructuring fee equal to $12,500,000 payable upon the
    consummation of  a Restructuring;

  * All Prior Agreement Fees will be credited, without
    duplication, against any Restructuring Fee otherwise
    payable; provided, that, in the event of a Chapter 11
    filing, the credit will only apply to the extent that the
    fees are approved in entirety by the Court, if applicable;

  * In addition to any fees that may be payable to Lazard and,
    regardless of whether any transaction occurs, the Debtors
    will promptly reimburse Lazard for all (A) reasonable
    expenses, including travel and lodging, data
    processing and communications charges, courier services and
    other appropriate expenditures; and (B) other reasonable
    fees and expenses, including expenses of counsel, if any;
    and

  * As part of the compensation payable to Lazard, the Debtors
    have agreed to the provisions of the Indemnification
    Agreement.

None of the fees payable to Lazard pursuant to the Engagement
Letter will constitute a "bonus" or "fee enhancement" under
applicable law.

                       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.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Gets Nod to Hire FTI as Financial Advisor
----------------------------------------------------------
The Bankruptcy Court has authorized Station Casinos Inc. to employ
FTI Consulting, Inc., as their financial advisors, nunc pro tunc
to August 11, 2009.

FTI will provide consulting and advisory services as FTI and the
Debtors deem appropriate and feasible to advise the Debtors in
the course of the Chapter 11 cases, including:

  (a) Assistance with various accounting and financial matters
      related to the Chapter 11 proceedings, including preparing
      the Statement of Financial Affairs, Schedules of Assets
      and Liabilities, and Monthly Operating Reports, and other
      compliance-related documents to meet the needs of the U.S.
      Trustee and the Bankruptcy Court; and

  (b) Other assistance as the Debtors may request and FTI agrees
      to perform.

In addition, FTI, utilizing a separate team, has also filed a
retention application seeking to be retained as financial
advisors by the CMBS Debtors.  By a date no later than August 11,
2009, in order to ensure that it is able to faithfully uphold its
fiduciary duties, FTI required each member of each respective
team to read, sign and return to FTI's Conflicts Manager an
ethical wall agreement indicating:

  (a) there will be no discussions or communications -- orally,
      electronically or otherwise -- between any persons who are
      or have been involved in the Engagement and other Station
      Casinos matter, about the substance of their respective
      engagements;

  (b) only the persons working on matters involving the
      Engagement will be provided access to non-public documents
      or information relating to the Engagement; and

  (c) no person working on any other Station Casinos matter
      will be provided access to non-public documents or
      information relating to the Engagement.

Further, FTI is setting up electronic internal security walls to
ensure that only FTI employees involved directly with or working
on the Engagement may have access to the information, databases,
e-mails, schedules or any other information of or relating to the
Engagement.  The FTI Security Administrator will monitor these
software walls and related security periodically for compliance
with the Ethical Wall procedures.

The Debtors will pay and reimburse FTI for fees and out-of-pocket
expenses incurred by FTI in the Debtors' Cases.

FTI's hourly rates are:

  Professional                            Hourly Rate
  ------------                            -----------
  Senior Managing Director                  $710-825
  Directors and Managing Directors          $525-685
  Associates and Consultants                $255-480
  Administration and Paraprofessionals      $105-210

The Debtors and FTI have agreed that:

  -- any controversy or claim in connection with the Application
     or the services provided by FTI to the Debtors, including
     any matter involving a successor-in-interest or agent of
     any of the Debtors or of FTI, will be brought in the U.S.
     Bankruptcy Court or the District Court for the District of
     Nevada;

  -- FTI and the Debtors and any of their successors and assigns
     consent to the jurisdiction and venue of the court as the
     sole and exclusive forum for the resolution of the claims,
     causes of actions or lawsuits;

  -- FTI and the Debtors, and any of their successors and
     assigns waive trial by jury, the waiver being informed and
     freely made;

  -- if the Bankruptcy Court, or the District Court, does not
     have or retain jurisdiction over the claims and
     controversies, FTI and the Debtors will submit first to
     non-binding mediation; and, if mediation is not successful,
     then to binding arbitration, in accordance with the certain
     dispute resolution procedures; and

  -- judgment on any arbitration award may be entered in any
     court having proper jurisdiction.

Further, FTI has agreed not to assert any defense based on
jurisdiction, venue, abstention or otherwise to the jurisdiction
and venue of the Bankruptcy Court or the District Court for the
District of Nevada to determine any controversy or claims with
respect to the Application or the services it provided.

                       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.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Wins Nod to Tap Squire Sanders for SL Committee
----------------------------------------------------------------
The Bankruptcy Court has authorized Station Casinos Inc. and tis
affiliates to employ Squire, Sanders & Dempsey, LLP, as special
counsel to the Special Litigation Committee of the Board of
Directors of Station Casinos, Inc., in accordance with the terms
set forth in the Application and under the parties' engagement.

The Special Litigation Committee was formed by SCI's Board of
Directors on March 31, 2009, to independently investigate and
take any actions with respect to any potential claims, including
derivative claims of SCI, arising out of the acquisition in 2007
of SCI by Fertitta Colony Partners LLC, Fertitta Partners, LLC,
and FCP Vote Co, LLC.

On April 10, 2009, Squire Sanders was employed by the Special
Litigation Committee to render all necessary legal services to
the Special Litigation Committee that it may require in
conducting its in independent investigation.  The Debtors propose
to continue the employment of Squire Sanders to render all
necessary legal services to the Special Litigation Committee that
it may require in conducting its in independent investigation
during the Chapter 11 Cases.

The Debtors, through the Special Litigation Committee, will
employ Squire Sanders on an hourly basis at rates consistent with
Squire Sanders' routinely charges in comparable matters"

  Professional             Hourly Rate
  ------------             ------------
  Partners                 $950 - $350
  Associates               $475 - $190
  Legal Assistants         $300 - $95

The Debtors will also reimburse Squire Sanders for its out-of-
pocket expenses incurred the Cases.

                       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.
(http://bankrupt.com/newsstand/or 215/945-7000)


SUNWEST MANAGEMENT: Reorganization Plan Angers Lenders
------------------------------------------------------
Wendy Culverwell at Portland Business Journal reports that bankers
who loaned Sunwest Management some $1.8 billion are angry at the
Company's reorganization plan.

Business Journal relates that the Plan includes consolidating
Sunwest Management into a single company, a company-wide
bankruptcy filing, and its eventual sale potentially to a group
led by Blackstone Real Estate Advisors, with proceeds to be used
to repay a variety of creditors and investors.  Business Journal
states that the Plan was written to provide maximum reimbursement
to Sunwest Management investors who put $500 million into the
Company.

According to Business Journal, the Plan was filed with the U.S.
District Court for Oregon as part of the U.S. Securities and
Exchange Commission's fraud lawsuit against Sunwest Management and
several executives, including the Company's founder Jon Harder.

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- is one of the largest private
senior living providers in the country and is a significant Oregon
employer.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TANA SEYBERT: Meeting of Creditors Scheduled for October 27
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Tana Seybert LLC and its debtor-affiliates' Chapter 11 cases on
October 27, 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.

New York City-based Tana Seybert LLC and its affiliates filed for
Chapter 11 on Sept. 11, 2009 (Bankr. S. D. N.Y. Case No. 09-
15478).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtors in their restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In their petition, the Debtors listed assets
and debts both ranging from $10,000,001 to $50,000,000.


TANA SEYBERT: U.S. Trustee Appoints Seven-Member Creditors Panel
----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of Tana Seybert LLC and its affiliates.

The Creditors Committee members are:

1. Graphic Communication International Union Local 119/43B
   Attn: Mary DeGratto, president-treasurer
   27 Union Square West
   New York, NY 10003
   Tel: (212) 989-0510

2. Central Marquardt aka Central Lewmar
   Attn: Jeffrey Biskaduros, credit manager
   261 River Road
   Clifton, NJ 07014
   Tel: (800) 526-5441, Ext. 8519

3. Pitman Company
   Attn: Eileen K. Messo, vice president finance & corporate
         credit
   721 Union Boulevard
   Totowa, NJ 07512-2207
   Tel: (800) 526-5441, Ext. 8519

4. Graphic Paper, Inc.
   Attn: Anthony J. Aronica, chief financial officer
   31 Windsor Place
   Central Islip, NY 11722
   Tel: (631) 964-8225

5. Gould Paper Corporation
   Attn: Carl Degisi, credit manager
   11 Madison Avenue
   New York, NY 10010
   Tel: (212) 301-0130

6. Braden Sutphin Ink Company
   Attn: Diego Perez-Stable, controller
   3650 E. 93rd Street
   Cleveland, Ohio 44105
   Tel: (216) 271-2300

7. eMerging iMage
   Attn: Joe Murray, president
   35-30 61st Street
   Woodside, NY 11377
   Tel: (718) 424-1110

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

New York City-based Tana Seybert LLC and its affiliates filed for
Chapter 11 on Sept. 11, 2009 (Bankr. S. D. N.Y. Case No. 09-
15478).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtors in their restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In their petition, the Debtors listed assets
and debts both ranging from $10,000,001 to $50,000,000.


TAYLOR BEAN: 1,737 Tax Bills Paid in Escrow Will Be Late
--------------------------------------------------------
Will County Treasurer Pat McGuire said that 1,737 Will County tax
bills that had been paid in escrow to the company were going to be
late, due to Taylor, Bean & Whitaker Mortgage Corp.'s bankruptcy
filing, Cindy Wojdyla Cain at The Herald News reports.

Taylor Bean filed for bankruptcy a week before the second
installment of property taxes was due in Will County, according to
the Herald News.

Citing Mr. McGuire, The Herald News says that some property owners
are unaware that Taylor Bean went bankrupt and their escrowed tax
money is part of the bankruptcy proceeding.  The deadline these
customers should be aware of is November 3, when Mr. McGuire's
office must sell the unpaid taxes to a third party, the rpeort
states.  According to the report, Mr. McGuire said that his office
has been doing everything it can to help taxpayers who were Taylor
Bean clients figure out what's going on.

About 560 Will County bills as well as late bills have been paid
by Bank of America and Cenlar, which took over the mortgages from
Taylor Bean, says The Herald News.

The Herald News, citing Mr. McGuire, states that Saxon and Ocwen,
the other two banks that took over mortgages, are using a third-
party company to pay the tax bills and the payment could take
several more weeks.

Citing Mr. McGuire, The Herald News relates that taxes aren't due
in Cook County until November.  Florida property taxes aren't due
again until April, says the report.  According to the report, Mr.
McGuire said that most Illinois counties have a second installment
due the first week of September.

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: S&P Assigns 'CCC' Rating on $345 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare Corp.'s $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

                           Ratings List

                      Tenet Healthcare Corp.

        Corporate Credit Rating                B/Stable/--

                            New Rating

           $345M mandatory convertible preferred   CCC


THOMAS RIPLEY: No Stay Relief for Bank of America
-------------------------------------------------
WestLaw reports that the automatic stay would not be lifted, only
six months after the petition date, to allow a mortgage lender to
exercise its rights in real estate in which an individual Chapter
11 debtor lacked any equity.  The case was still in its early
stages, and the debtor presented an apparently viable plan for
development and sale of the property in a compressed time frame of
less than one year.  It was unclear that the mortgage lender could
obtain payment on its debt more quickly even if the stay were
lifted.  Moreover, a junior lienholder actively opposed stay
relief and had spent significant funds in contesting the mortgage
lender's motion in the belief that, if the debtor were allowed to
develop the property and time passed, more would eventually be
realized for creditors than if the mortgage lender were allowed to
rush to a sale in a depressed real estate market.  In re Ripley, -
-- B.R. ----, 2008 WL 5412100 (Bankr. E.D. Pa.).

Thomas L. Ripley, Sr., filed for Chapter 13 bankruptcy protection
(Bankr. E.D. Pa. Case No. 08-12390) on April 10, 2008.  On
July 16, 2008, Mr. Ripley's case was converted to Chapter 11
proceeding.  Mr. Ripley is represented by Albert A. Ciardi, III,
Esq., and Nicole Marie Nigrelli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia.

The Debtor's Schedule A lists ownership of one piece of real
property located at 3535 Bristol Road in Doylestown, Pa.  The
value of the Property is listed at $3,220,000.  Amended Schedule D
lists four secured claims on the Property: (A) a first mortgage
lien in the amount of $1,781,229 owed to Bank of America; (B) a
second mortgage lien in the amount of $531,406 owed to Madison
Bank, Division of Leesport Bank; (C) a third mortgage lien in the
amount of $1,200,000 owed to The Ohio Casualty Insurance Company;
and (D) 2006 real estate taxes in the amount of $5,963 owed to
Bucks County Tax Claim Bureau.  William Bott, a professional real
estate appraiser, testified BofA that, as of his inspection on
July 31, 2008, the Property is worth $1,835,000.  This is the
third time that Mr. Bott has appraised the Property.  He
determined the Property to be worth nearly three million dollars
in late 2006 and $1,995,000 in November of 2007.

The Honorable Jean K. Fitzsimon concludes "it is premature and
unwarranted to lift the automatic stay pursuant to 11 U.S.C. Sec.
362(d)(2) at this time.  Therefore, [BofA's] Motion is denied.
While the Debtor lacks equity in the Property, the land is
necessary for an effective reorganization.  The Debtor has
presented the Court with a plan of reorganization which the Court
deems to be viable.  It is reasonable to propose that the Property
can be marketed and sold within approximately one year."


THOMAS SIEBERT: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas L. Siebert
        229 Wardour Drive
        Annapolis, MD 21401

Bankruptcy Case No.: 09-28384

Chapter 11 Petition Date: September 29, 2009

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

Judge: James F. Schneider

Debtor's Counsel: James A. Vidmar Jr., Esq.
                  Logan, Yumkas, Vidmar & Sweeney LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798
                  Email: jvidmar@loganyumkas.com

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

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

A full-text copy of Mr. Siebert's petition, including a list of
his 17 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb09-28384.pdf

The petition was signed by Mr. Siebert.


TRAGO INTERNATIONAL: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Trago International, Inc.
        2215-B Renaissance Drive - Suite 16
        Las Vegas, NV 89119

Bankruptcy Case No.: 09-28095

Chapter 11 Petition Date: September 28, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Yvette R. Freedman, Esq.
                  John Peter Lee, Ltd
                  830 Las Vegas Blvd, South
                  Las Vegas, NV 89101
                  Tel: (702) 382 4044
                  Fax: (702) 383 9950
                  Email: info@johnpeterlee.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 19 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/nvb09-28095.pdf

The petition was signed by Christopher Condon, CEO of the Company.


TRUE TEMPER SPORTS: To File for Chapter 11 With Prepack Plan
------------------------------------------------------------
True Temper Sports, Inc., said Sept. 30 it has reached an
agreement with its secured lenders, bondholders and shareholders
to restructure all of its outstanding indebtedness and
significantly reduce its overall loan balance.  The agreement was
reached after extensive, collaborative negotiations with the
majority of its lenders during the spring and summer months of
2009.

The restructuring will result in over an 80% reduction of
outstanding indebtedness, from the current level of nearly $275
million to a balance of less than $40 million.  As part of the
agreement, a group of the Company's current debtholders and
capital partners have raised approximately $70 million in new
equity that will be used to reduce indebtedness which will free up
operating cash flow for future investments in growth and
expansion.  The new equity investors will partner with the current
ownership group to ensure a smooth financial transition for the
Company.

In order to consummate the restructuring, the Company intends to
file a "pre-packaged" restructuring petition with the U.S.
Bankruptcy Court in Delaware.  The filing is merely a mechanism to
implement the agreed upon balance sheet restructuring, and will
not impact the fundamental business of True Temper or its day-to-
day operations.  In addition, this pre-packaged filing will be
made with all the necessary support from True Temper's lenders,
and will have no impact on the Company's trade creditors, such as
vendors and suppliers.  The Company's management team, its Board
of Directors, and its lenders elected to enact this process as the
most efficient and expeditious way to affect the agreed upon
financial plan.  Company management fully expects to receive court
approval for the prearranged financing plan, and anticipates
exiting the court system within the next 45 to 60 days.

Commenting on the new capital structure, Scott Hennessy, President
and CEO noted, "This is a very important day for our Company, as
we have successfully reached an agreement to restructure our
balance sheet and significantly lower our debt profile.  This new
financial template clearly allows for the acceleration of our
global expansion plans, and for the continued growth of the True
Temper business as the overall economy improves.  I am pleased
that we were able to work so closely with our current lenders and
investors to reach an agreement that is beneficial for the Company
in both the short and long term.  I am encouraged that the plan
was able to come together in a way that ensures our employees,
customers, suppliers and underlying operations remain unaffected
by this balance sheet only restructuring.  As we have said many
times during the past several months, True Temper has a very
compelling and successful business, but clearly there were capital
structure issues that needed to be addressed.  We have now
addressed these concerns, and will be much better positioned for
our continued success."

Elaborating on the financial restructuring plan, Jason Jenne, Vice
President and CFO commented, "One of our goals during this process
was to ensure that day-to-day operations at True Temper remained
unaffected by this back-office financial planning.  I believe we
were successful in that objective, as our plan provides for 100%
payment of all current and future obligations to employees and
suppliers, as well as the continued, uninterrupted operation of
each of our manufacturing facilities around the world.  In
addition, the majority of the lenders that are actually impacted
by our restructuring have demonstrated their continued commitment
to the Company through their financial support in the form of a
new and affordable long-term loan package, as well as their formal
approval of the restructuring plan to be filed shortly with the
court.  Our current cash position, global working capital levels,
and overall liquidity remain quite strong.  In addition to the
$70 million of new equity capital, we have also secured
commitments from certain of our existing lenders for a new $12.5
million revolving credit facility in order to support our future
business initiatives and strategic plans.  Overall, following this
restructuring we will be on the strongest financial footing in our
two decades as a stand-alone company."

Looking towards the future, Mr. Hennessy noted, "Very shortly the
completion of this financial reorganization will be behind us, and
we can once again put all of our focus on continuing to grow True
Temper's golf and performance sports businesses.  We are
encouraged by the recent signs of improvement in the global
economy, and remain confident that our leadership market share
position remains strong.  We fully expect to see a continued
recovery in our business during the remainder of 2009 and into
2010, and our new product lineup is one of the strongest in years.
We are particularly encouraged by the new Project X(R) graphite
golf shafts that have received unprecedented initial success on
the professional tours, and GS85(R) and GS95(R) steel golf shafts
that were recently launched to rave reviews in Asia and other
international markets.  Overall, our business strategy is clear
and intact. We remain committed to providing all of our customers
with the most technically advanced products the industry can
offer, combined with world class customer service and operational
excellence."

                         About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.


US AIRWAYS: Awards $3MM+ to Employees for July Performance
----------------------------------------------------------
US Airways will pay its 33,000 employees $100 each for helping the
airline deliver second- and third-place rankings in baggage
mishandlings and on-time performance, respectively, for the month
of July.  The rankings are measured against the 10 largest
airlines according to results released by the U.S. Department of
Transportation's (DOT) monthly Air Travel Consumer Report.

The payout is part of US Airways' "Triple Play" program, where
employees below the director level can earn up to $150 per month
in incentive pay when they achieve top-three rankings among the
ten largest U.S. airlines for on-time performance, mishandled
baggage reports or customer complaint numbers.  Most employees
will receive the payout in their Sept. 25 paycheck.

US Airways set a new company record for fewest baggage
mishandlings in July -- 2.75 reports per 1,000 passengers --
which gave the carrier a second-place ranking.  Both the ratio
and the ranking are the best for US Airways since its merger with
America West Airlines in 2005.  80.6 percent of US Airways'
flights arrived within 15 minutes of their published arrival time
-- the metric by which airlines' on-time performance is measured
by the DOT -- giving the airline a third-place ranking for the
month.  US Airways' rankings for baggage mishandlings and on-time
performance for July were the highest of the six largest hub-and-
spoke carriers (American Airlines, Continental Airlines, Delta
Air Lines, Northwest Airlines and United Airlines).

"We're focusing on what really matters to our customers --
getting them to their destination on time and with their bags --
and we're delivering consistently," said US Airways' Chief
Operating Officer Robert Isom.  "Our people have done a
tremendous job in running a reliable airline and we couldn't be
more proud of the results."

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.coM/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Promotes Four Mgt. Team Members to VP-Level
-------------------------------------------------------
US Airways announced it has promoted four members of its
management team to the vice president level:

  -- Terri Pope was promoted from managing director, airport
     customer service / Charlotte (CLT) hub to vice president,
     airport customer service / CLT hub

  -- Kevin Brickner was promoted from managing director,
     integration and compliance to vice president, technical
     services

  -- Paul Jones was promoted from managing director and
     Associate general counsel to vice president, legal affairs

  -- Howard Kass was promoted from managing director and
     associate general counsel to vice president, legal affairs

The Company also announced that Elise Eberwein was promoted to
executive vice president, people and communications from senior
vice president, people and communications.  In this role, she will
continue to lead all human resources and communication efforts for
the airline and will continue to report directly to US Airways
Chairman and CEO Doug Parker.  The five promotions were approved
yesterday by the Company's Board of Directors.

"We have an exceptional leadership team at US Airways and today's
announcement recognizes the contributions of five outstanding
members of that team.  Collectively, their experience provides
decades of aviation knowledge with a tremendous amount of
technical expertise unique to each of the areas they oversee.
Equally important, they each bring the right approach to coaching
and leading others within our organization," said Parker.  "We
couldn't be more proud of Terri, Kevin, Paul, Howard and Elise,
and the important contributions they have made and will continue
to make at US Airways."

* Terri Pope - Vice President, Airport Customer Service/CLT Hub

Pope, 51, manages US Airways' largest hub, which continues to
experience domestic and international growth.  She will report to
Senior Vice President, Airport Customer Service, International and
Cargo Suzanne Boda.  In this elevated role, Pope will continue to
lead all aspects of the airline's CLT hub operation and will serve
as the primary relationship point of contact with the Charlotte
Airport Authority.

Pope began her career at US Airways working for Air Kentucky
Airlines, an Allegheny commuter carrier.  Over the course of her
33 years in the airline industry, she has held a variety of
positions at US Airways in airport customer service.  Pope worked
her way up within the airline, serving in various management
roles at New York's LaGuardia Airport, West Palm Beach, Fla. and
Washington, D.C.'s Reagan National Airport.  She was promoted to
oversee the CLT hub in 2000.

This summer, the Charlotte Business Journal recognized Terri as
one of the top 25 business women in the Charlotte community.

* Kevin Brickner - Vice President, Technical Services

Brickner, 39, fills the role of vice president, technical services
vacated by David Seymour who was promoted to senior vice
president, technical operations last year.  In his new role,
Brickner continues to report to Seymour and direct the technical
operations planning, engineering and quality teams.  His
responsibilities include leading efficiency and quality assurance
initiatives across US Airways' aircraft maintenance programs and
processes.  Brickner is also responsible for maintaining a strong
working relationship between the airline's technical operations
team and the Federal Aviation Administration (FAA).

A 14-year veteran of US Airways, Brickner began his career as a
financial analyst in 1996, and then moved into technical
operations where he quickly excelled through the leadership ranks.
During the America West-US Airways merger, he held the critical
role of managing director, technical operations integration.
Following integration of the operating certificate and the
technical operations organization, Brickner transitioned to a new
role as managing director, aircraft acquisitions and returns.

Brickner received both his Bachelor of Science degree in
mechanical engineering and his Master of Business Administration
degree from the University of Pittsburgh.

* Paul Jones - Vice President, Legal Affairs

In his new role, Jones, 58, will continue to focus on legal issues
related to labor and employee relations including the Company's
labor negotiations.  He will assume new responsibility for
oversight of US Airways' litigation and legal support for the
Company's compensation and benefit plans.  Jones is filling an
open vice president position and continues to report to Executive
Vice President, Corporate Steve Johnson.

Jones joined US Airways in 2007 from Federal Express Corporation,
where for 10 years he held senior attorney and lead counsel
positions.  Prior to joining FedEx, he was a partner at Ford &
Harrison, an Atlanta law firm where he specialized in labor
relations and employment law.  Since joining US Airways, he has
been instrumental in working with the airline's labor relations
team to achieve single agreements with the fleet service and
maintenance employee workgroups.  Jones and the team of lawyers he
leads also work with US Airways' human resources department,
providing legal advice and guidance on employee relations matters.

Jones earned his undergraduate degree from Washington and Lee
University and his J.D. from Emory University School of Law.

* Howard Kass ? Vice President, Legal Affairs

Based in Washington, D.C., Kass, 41, and the team of lawyers he
leads will continue to have responsibility for the Company's
antitrust and regulatory compliance and legal support for its
marketing efforts, including alliances.  His responsibilities will
be expanded to include legal support for key strategic
initiatives, special projects and for US Airways' government
affairs team.  He will also continue to report to Johnson.

Kass left the Transportation Security Administration (TSA) to join
US Airways in 2003.  He had held deputy director and director
positions with the TSA, where he helped develop TSA policies for
the distribution of federal funds to the airline industry.  Prior
to the TSA, Kass was a senior associate with the management
consulting firm Booz, Allen, Hamilton in McLean, Va.  He was also
a consultant with GKMG Consulting Services where he advised
airport and transportation industry clients on Department of
Transportation and FAA regulations.

Howard earned his Bachelor of Arts from Michigan State University
and his J.D. from Case Western Reserve University School of Law.
He also holds a Master of Business Administration degree from
Johns Hopkins University.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.coM/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


UTGR INC: Reaches Preliminary Pact With Greyhound Owners Group
--------------------------------------------------------------
The UTGR Inc.'s Twin River slot parlor has reached a preliminary
agreement with a Rhode Island Greyhound Owners Association in
their dispute over dog racing at the Lincoln gambling venue, court
documents say.  The terms of the agreement reached by the two
sides weren't disclosed.

Paul Grimaldi at The Providence Journal quoted Twin River's
spokesperson Patti Doyle as saying, "We have reached an agreement
in principle with [the greyhound association] and are optimistic
that it will be finalized in the near term."

The Providence Journal relates that UTGR filed for bankruptcy
protection in June 2009, citing among other issues a contract with
the Rhode Island Greyhound Owners Association that the Company
claimed cost too much money.  According to the report, UTGR's
racing in Lincoln was interrupted in August 2009 with the
suspension of greyhound racing.

The deal could be set next week, or by the October 13 court
hearing, The Providence Journal states, citing Ms. Doyle.

According to The Providence Journal, breaking the contract with
the association would let the slot parlor:

     -- drop the $9 million annual fee it pays the group,

     -- lay off at least 18 full-time and nine part-time
        positions, and

     -- trim the salaries of another 22 workers.

The Providence Journal says that UTGR has asked a federal
bankruptcy judge to void the current contract.

The Providence Journal states that under various alternative live
racing formats, the slot parlor's owners estimate that they could
save between $7.5 million and $8.6 million annually.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


VECTRIX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vectrix Corporation
        55 Samuel Barnet Boulevard
        New Bedord, MA 02745

Case No.: 09-13347

Chapter 11 Petition Date: September 28, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Garvan F. McDaniel, Esq.
            Bifferato Gentilotti LLC
            800 N. Market Street, Plaza Level
            Wilmington, DE 19801
            Tel: (302) 429-1900
            Fax: (302) 429-8600
            Email: gmcdaniel@bglawde.com

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

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

The petition was signed by Michael J. Boyle, the company's
president and chief executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
E-Max ev's Germany             Trade debt             $967,112
Holding Ltd.
Unit 1110, Lippo Sun Plaza
28 Canton Rd., TST Kowloon
Hongkong

EVB Technology (HK) Ltd.       Trade debt             $870,887
4/F, Gold Peak Building
30 Kwai Wing Road
Hongkong

Hughes, Peter                  Employee obligation    $610,970
41 Martha's Lane
PO Box 54
South Harwich, MA 02661

Coady Diemar Partners, LLC     Broker Fee             $305,579
1370 Avenue of the Americas
New York, NY 10019

Blue Sky Holdings, LLC         Broker Fee             $269,920
130 Bellevue Avenue
Newport, RI 02842

Price Waterhouse Coopers       Professional Services  $227,000

Latham & Watkins               Professional Services  $162,769

Cox, Steven R.                 Employee Obligations   $145,700

Hinckley, Alley & Snyder LLP   Professional Services  $127,442
Peggy Farrel

I-Site, Inc.                   Trade debt             $81,497

Brookwood Middletown           Lease Obligations      $64,147
Tech, LLC

Service Point                  Trade debt             $60,460

Dorsey & Whitney LLP           Professional Services  $59,754

Meier, Catherine F.            Employee Obligations   $59,280

American Express               Trade debt             $47,778

Wilmoth Field Warne            Professional Services  $42,646

Redleaf Communications         Professional Services  $35,350

Channel Ark Enterprises        Trade debt             $33,000

Epicor/i-Scala                 Judgement              $27,964

HSBC Commercial Banking        Professional Services  $25,000


W/C IMPORTS: Wants Access to Cash Securing the CIT Group Loan
--------------------------------------------------------------
W/C Imports Inc. asks the U.S. Bankruptcy Court for the Central
District of California for authorization to:

   -- use cash securing repayment of loan from CIT
      Group/Commercial Services, Inc.; and

   -- grant to the CIT Group a replacement lien as adequate
      protection.

The Debtor requires the immediate use of cash collateral to
operate its business on a daily basis.

The CIT Group asserts a lien against the Debtors' estate a senior
secured claim of $2.75 million.  Patrick McCullagh, the Debtors'
president asserts a secured claim of $450,000.

The Debtor relates that the CIT Group has a substantial equity
cushion of 45-79% of its loan balance.

                    Parties-In-Interest Object

The CIT Group objected to the Debtor's cash collateral motion
relating that:

   a. the Debtor failed to establish that the estate faces
      immediate and irreparable harm;

   b. the Debtor is unable to provide CIT with adequate
      protection;

   c. there is no basis to authorize the Debtor to use cash
      collateral for prepetition payroll expenses  or to expend
      cash collateral.

K/L Anaheim Properties I LLC and K/L Anaheim Properties II LLC,
the landlord, objected to the Debtor's cash collateral motion
stating that the Debtor has to pay the entire postpetition rent to
the landlord when due from the cash collateral.

                       About W/C Imports Inc.

Anaheim, California-based W/C Imports Inc. aka W-C Designs
operates a wholesale home furnishing business.  The Company filed
for Chapter 11 on Sept. 10, 2009 (Bankr. C.D. Calif. Case No.
09-19622).  Garrick A. Hollander, Esq., and Marc J. Winthrop,
Esq., at Winthrop Couchot 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.


W R GRACE: Ask for Approval of Amended AETNA Settlement Deal
------------------------------------------------------------
W.R. Grace & Co. and its affiliates ask the Court to approve their
amended and restated settlement agreement with The Aetna Casualty
and Surety Company, now known as Travelers Casualty and Surety
Company.

Travelers issued certain policies of insurance to W.R. Grace & Co.
and W.R. Grace & Co.-Conn., from which disputes on rights and
obligations have arisen, with respect to coverage for asbestos-
related claims for which the Debtors seek coverage, according to
David M. Bernick, Esq., at Kirkland & Ellis LLP, in New York.

Prior to the Petition Date, the Debtors and Travelers -- which was
then known as Aetna -- reached two separate settlement agreements
on February 20, 1992, and May 22, 1996.  The Debtors contend that
under the 1996 Agreement, Travelers is obligated to provide
reimbursement for indemnity payments made or to be made by Grace
and the Asbestos Personal Injury Trust in connection with
asbestos-related claims, Mr. Bernick relates.

The Plan of Reorganization proposed by the Plan Proponents
contemplates that Asbestos PI Claims will be enjoined and
channeled to the Asbestos PI Trust.  Travelers has objected to the
Plan citing that the Plan contemplates that certain indemnity
claims by Travelers that may arise under the 1992 Agreement and
1996 Agreements would be paid at a discount.

Mr. Bernick specifies that to resolve Travelers' Objections in
full, the Debtors and Travelers stipulate that:

  (a) the benefit of the bargain negotiated by Grace and
      Travelers in the 1996 Agreement is made available to the
      Trust without the need for litigation to enforce
      either the transfer of the 1996 Agreement by Grace to the
      Trust or the specific terms of the 1996 Agreement;

  (b) the full unexhausted remaining limits of the Policies
      subject to the 1996 Agreement are made available to
      reimburse the Trust for payments made to Asbestos PI
      claimants with respect to Asbestos PI claims;

  (c) the Amended Agreement amends and restates the 1996
      Agreement, enabling the processing and payment of claims
      by the Trust under the Trust Distribution Procedures to be
      compliant with the 1996 Agreement, as amended and
      restated;

  (d) the Amended Agreement represents a compromise of defenses
      that Travelers might have with respect to coverage for any
      individual Asbestos PI claim; and

  (e) upon the Court's approval of the Amended Agreement
      Travelers will withdraw all objections to confirmation of
      the Plan.

The Amended Agreement further provides that if the Plan is
confirmed, the Trust would indemnify and hold Travelers harmless
with respect to any claims asserted against Travelers that
constitute Asbestos PI claims that are subject to the Asbestos PI
Channeling injunction, without application of the Payment
Percentage.

The lowest attachment point of the insurance policies whose limits
are made available to reimburse the Trust for payments made to
Asbestos PI claimants under the Amended Agreement is $20 million.

Mr. Bernick notes that the Amended Agreement enables the benefits
of the 1996 Agreement to be available to the Trust for payment of
Asbestos PI claims, which constitute the best interest of the
Debtors, their estates and creditors.  Accordingly, the Amended
Agreement should be approved.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W R GRACE: Ask for Approval of Amended Chartis Insurance Pact
-------------------------------------------------------------
American Home Assurance Company, AI Insurance Company, Birmingham
Fire Insurance Company of Pennsylvania, now known as AIG Casualty
Company, Granite State Insurance Company, Illinois National
Insurance Company, Insurance Company of the State of Pennsylvania,
Lexington Insurance Company, National Union Fire Insurance Company
of Pittsburgh, Pennsylvania and New Hampshire Insurance Company --
collectively known as the Chartis Insurance Companies --  issued
certain policies of insurance that provide insurance coverage to
W.R. Grace & Co. and W.R. Grace & Co.-Conn.

Disputes have arisen between the Debtors and the Chartis Insurance
Companies regarding their rights with respect to the Policies and
insurance agreements reached in November 1995 and November 2000,
which obligated the Companies to make certain payments in
connection with asbestos-related claims.

To resolve the disputes, the Debtors and the Chartis Insurance
Companies entered into an amended agreement, according to David M.
Bernick, Esq., at Kirkland & Ellis LLP, in New York.

The Amended Agreement confers principal benefits on the Debtors'
estate, including, among others:

  (a) Payment by the Chartis Insurance Companies to the Asbestos
      PI Trust in the cumulative amount of $73,897,516, on a
      quarterly basis for 54 months of $4,105,417.  Payments
      will begin on the "trigger date" as set forth in the
      Amended Agreement.

  (b) The Payment does not need litigation to enforce the
      assignment by Grace to the Trust of the 1995 and 2000
      Agreements or the terms of the Subject Policies;

  (c) A compromise of coverage defenses that the Chartis
      Insurance Companies might have with respect to any
      individual Asbestos PI Claim, including notice, trigger of
      coverage, allocation and consent to settle;

  (d) A mutual release from the Chartis Insurance Companies in
      connection with the Policies and the Agreements; and

  (e) the Chartis Insurance Companies withdrawal of all
      objections to confirmation of the Plan.

Mr. Bernick maintains that the Amended Agreement allows the
substantive compromises embodied in the 1995 and 2000 Settlement
Agreements to remain in place, thereby resolving all existing and
potential future disputes between the Stipulating Parties.

If the Amended Agreement is not approved, the Trust likely would
face additional burden and cost in seeking to obtain the benefits
of, and enforcing Grace's rights under, the Policies and the 1995
and 2000 Settlement Agreements, Mr. Bernick tells Judge
Fitzgerald.

The Amended Agreement also removes the Chartis Insurance Companies
as objectors to the confirmation of the Plan, according to Mr.
Bernick.

Against this backdrop, the Debtors ask the Court to approve the
Amended Agreement.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W R GRACE: Court OKs London Market Insurance Cos. Amended Pact
--------------------------------------------------------------
The Bankruptcy Court approved in its entirety W.R. Grace & Co.
Inc.'s amended agreement with London Market Insurance Companies.

The London Market Companies is part of a 1995 agreement, which
governed the method by which the London Market Companies would
reimburse Grace for defense costs and damages arising in
connection with certain asbestos-related claims.

Under the Amended Agreement, the benefit of the bargain negotiated
by Grace and the London Market Insurance Companies in the 1995
Agreement is made available to the Asbestos Personal Injury Trust
without the need for litigation.

The full remaining limits of the London Market Companies' policies
-- in excess of $28 million -- are made available to reimburse the
Trust for payments made to Asbestos PI Claimants.

All objections to the Amended Agreement that have not been
withdrawn, waived or settled, and all reservations of rights
included in such objections are overruled on the merits, Judge
Fitzgerald ruled.

The Court clarified, however that it "is not deciding at this
time" whether an injunction pursuant to Section 524(g) of the
Bankruptcy Code should be issued with respect to London Market
Insurance Companies.

"Questions relating to Section 524(g) are reserved for Plan
confirmation proceedings," Judge Fitzgerald said.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WASHINGTON CROSSING: Defaults on $5.45MM Mortgage, Faces Lawsuit
----------------------------------------------------------------
Mark Spivey at MyCentralJersey.com reports that New York Community
Bank has filed a complaint to the Court of Common Pleas of Lehigh
County in Pennsylvania against Washington Crossing, claiming that
the Company defaulted on a $5.45 million mortgage by failing to
make regularly scheduled payments.  New York Community also filed
an almost identical complaint against Livingston Apartments LP,
recipient of a $2.76 million mortgage, MyCentralJersey.com
relates.  The filings allow creditors to receive a judgment on a
claim without necessarily filing a lawsuit or filing for
foreclosure, the report states, citing Robert Brown at law firm
Brown, Brown, Solt & Ferretti.  According to the report, the two
complaints demand combined payments of $8.42 million, or slightly
more than the $8.21 million value of the two original mortgages
established in June 2007 and September 2008 for Livingston
Apartments and Washington Crossing, respectively.

Washington Crossing LLC owns the garden-style Allentown apartment
complex of the same name that houses a Connolly Properties central
leasing office.


WEAVER MOUNTAIN ESTATES: Case Summary & 9 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Weaver Mountain Estates
        Post Office Box 3530
        Wickenburg, AZ 85358

Bankruptcy Case No.: 09-24203

Chapter 11 Petition Date: September 28, 2009

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

Judge: Redfield T. Baum

Debtor's Counsel: Robert D. Mccoy, Esq.
                  2001 W. Wickenburg Way, Suite 1
                  Wickenburg, AZ 85390
                  Tel: (928) 684-5354
                  Fax: (928) 684-9520

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

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

According to the schedules, the Company has assets of at least
$3,249,912, and total debts of $2,097,348.

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

             http://bankrupt.com/misc/azb09-24203.pdf

The petition was signed by Rome Glover, member of the Company.


WEYERHAEUSER COMPANY: Fitch Assigns 'BB+' Rating on Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Weyerhaeuser
Company's 7.375% senior unsecured notes ($500 million) due 2019.
The Rating Outlook for all ratings is Negative.

The rating is based on Weyerhaeuser's poor credit metrics and
negative free cash flow stemming from the recessionary collapse of
residential construction, which has worked its way back into
Weyerhaeuser's integrated business lines of home building, lumber
and wood panel manufacturing and the growing and harvesting of
trees.  The proceeds from this offering will help replenish cash
resources, which Fitch now estimates could fall as much as
$780 million this year after announced property sales, dividend
cuts and debt repayments of almost $350 million in the third
quarter.  Free cash flow is projected to be negative in 2010 as
well based on Fitch's expectations of a slow recovery for the
industry with continued downward pressure on the prices for
lumber, engineered wood products and wood panels.


WINDSTREAM CORPORATION: Fitch Puts 'BB+' Rating on $400 Mil. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Windstream
Corporation's proposed offering of $400 million of senior
unsecured notes due 2017.  Windstream's Issuer Default Rating is
'BB+' and the Rating Outlook is Stable.

The company is expected to use the proceeds from the offering to
fund the cash portion and other expenses associated with pending
acquisitions as well as for general corporate purposes.  The
acquisitions of D&E Communications Inc. and Lexcom, Inc. are
expected to close in the fourth quarter of 2009 and require
approximately $400 million to complete.

Concurrent with the senior note offering, the company is seeking
certain amendments to its senior secured credit facilities, which
are rated 'BBB-', as well as extend their maturities.  The
maturity of the $500 million revolving credit facility (undrawn as
of June 30, 2009) and the term loan A, which had $283 million
outstanding on June 30, 2009, will be extended from July 2011 to
July 2013.  The term loan B, which had a $1.372 billion balance
outstanding on June 30, 2009, will be extended from July 2013 to
December 2015.  The amendment and extensions result in certain
increased fees, including increased interest rates on loans with
extended maturities.

The credit facilities are secured by assets in a portion of
Windstream's regulated wireline business, as well as by the assets
of its unregulated businesses.  Regulated subsidiaries that
required the approval of the transaction, or approval of a grant
of a guarantee, by state regulators did not provide a guarantee to
the senior secured credit facilities.  As of June 30, 2009,
guarantor subsidiaries held 50%, or approximately $3.9 billion, of
Windstream's total assets.  Principal financial covenants in the
credit facilities require a minimum interest coverage ratio of
2.75 times (x) and a maximum leverage ratio of 4.5x.  There are
limitations on capital spending, and the dividend is limited to
the sum of excess free cash flow and net cash equity issuance
proceeds subject to pro forma leverage of 4.5x or less.

Windstream's 'BB+' ratings and the Stable Outlook incorporate
expectations for the company to generate strong operating and free
cash flows, to maintain relatively stable credit protection
metrics and to have access to ample liquidity.  Concerns regarding
the company's credit profile include the effect of the recession
and competition on its operations.

Fitch believes the company's 2009 gross debt-to-EBITDA ratio could
slightly exceed 3.4x  -- moderately higher than historical levels
-- due to the completion of pending acquisitions and an
approximately $90 million increase in non-cash pension cost.  On a
net debt-to-EBITDA basis, Fitch believes leverage in 2010 should
remain within the company's 3.2x to 3.4x historical range.

Windstream's liquidity on June 30, 2009, was strong, given its
$245 million in cash on the balance sheet, and approximately
$493 million available on its revolver (net of outstanding letters
of credit).  Assuming all lenders in the revolving and term loan A
facilities agree to extended the maturity dates to 2013 from 2011,
upcoming maturities are nominal at $24 million annually through
2012.  Liquidity is also supported by free cash flow, which Fitch
estimates will be in the $250 million to $300 million range for
2009.  Capital spending, per the company's guidance, is expected
to range from $290 million to $320 million.

As of June 30, 2009, Windstream had approximately $167 million
remaining under its two-year $400 million stock-repurchase program
initiated in February 2008.  The stock-repurchase plan expires at
the end of 2009.  Given its current liquidity position and free
cash flow generation, Fitch believes repurchases are manageable
given the size of the program relative to the company's excess
free cash flows.

To finance the D&E acquisition, Windstream will pay $73 million in
cash and will issue approximately 9.5 million shares.  D&E
Communications' estimated net debt of $171 million comprises the
remainder of the transaction value and consists principally of
term loans that may be refinanced.  D&E generated EBITDA of
$64 million for the 12 months ended June 30, 2009, and Windstream
anticipates realizing $25 million in annual synergies in operating
expenses and capital expenditures savings following the
integration of D&E.

Windstream will acquire Lexcom for approximately $141 million in
cash.  Lexcom had $44 million in revenue in 2008 and generated
EBITDA approximating $24 million.  Windstream expects to achieve
$5 million in synergies after the merger closes.

Fitch believes that Windstream is likely to continue to evaluate
potential acquisitions.  Consolidation would be a long-term
positive factor for rural local exchange carriers in Fitch's view,
but does carry execution and financing risks.


WINDSTREAM CORPORATION: Moody's Puts Ba3 Rating on $400 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's proposed $400 million senior unsecured notes
offering.  The company expects to use the net proceeds primarily
to fund the cash portion of the purchase price of the pending
acquisitions of D&E Communications and Lexcom Inc. As part of the
rating action, Moody's affirmed Windstream's Ba2 corporate family
and probability-of-default ratings, and SGL-1 short-term liquidity
rating.  The outlook for all ratings is stable.  Windstream is
also seeking approval from its lenders to amend and extend its
existing credit facilities.  Moody's believes the proposed
transactions will help maintain Windstream's very good liquidity
by extending the maturities of its credit facilities.

Moody's has taken these rating actions:

Issuer: Windstream Corporation

* US$400M Senior Unsecured Regular Bond/Debenture, Assigned Ba3,
  LGD5 -- 75%
* Senior Secured Bank Credit Facility, Affirmed Baa3

* Senior Unsecured Regular Bond/Debenture, Affirmed Ba3, LGD5 --
  75% (Changed from LGD5 -- 76%)

* Outlook -- Stable

* Speculative Grade Liquidity Rating -- Affirmed SGL-1

Issuer: Valor Telecommunications Enterprise, LLC

* Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
* Outlook -- Stable

Issuer: Windstream Holdings of the Midwest, Inc

* Senior Notes, Affirmed Baa3
* Outlook -- Stable

Issuer: Windstream Georgia Communications Corp.:

* Senior Notes due 2013, Affirmed Baa2
* Outlook -- Stable

Moody's notes that the $400 million in contemplated funding will
elevate the Company's proforma adjusted debt-to-EBITDA leverage to
above 3.5x.  However, Windstream's Ba2 corporate family rating
broadly reflects the outlook that despite modest organic wireline
revenue declines, the company would be able to drive its adjusted
debt-to-EBITDA leverage back to below 3.5x over the next year, as
it realizes the synergy benefits from its acquisitions.  Moody's
also notes that increasing competition will continue to constrain
revenues for all ILECs, which will pressure Windstream's EBITDA
and cash flow.  Therefore, Moody's believes that the company may
not regain its historic adjusted leverage levels of low 3.0x over
the rating horizon, especially if the pension plan underfunding
does not materially improve.  Still, Moody's notes that the
Company's management team has a good record for meeting its
commitments and is likely to stem the pace of the cash flow
declines, aided by the recent and possibly future acquisitions.

The stable outlook reflects Moody's expectations that Windstream
will continue to generate free cash flow of between 3%-to-4% of
its total debt over the next 12-to-18 months, partially supported
by increasing operating efficiencies and synergies from the
pending acquisitions of D&E Communications and Lexcom.

Moody's most recent rating action for Windstream was on May 11,
2009.  At that time, Moody's affirmed Windstream's ratings
following the announcement of the company's plans to acquire D&E
Communications.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.1 billion in annual revenues in the twelve months ended
6/30/2009.


WINDSTREAM CORP: S&P Assigns 'BB' Rating on $400 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB' issue-
level rating to Little Rock, Arkansas-based local telephone
operator Windstream Corp.'s proposed $400 million of senior
unsecured notes due 2017, to be issued under rule 144A with
registration rights.  Proceeds will be used to fund the
acquisitions of two local telephone companies-D&E Communications
Inc. (BB-/Watch Pos/--) and Lexcom Inc. (not rated)-and for
general corporate purposes.  S&P expects these transactions to
close in the fourth quarter of 2009.

S&P also assigned a '5' recovery rating to the notes, which
indicates expectations for modest (10%-30%) recovery in the event
of payment default.  Additionally, as part of the transaction, the
company is negotiating to amend its credit facility, extending the
maturities of the senior secured term loan A and revolver to 2013
from 2011 and the term loan B to 2015 from 2013.  S&P does not
expect the potential amendments to affect the issue-level or
recovery ratings on the facility.

At the same time, S&P affirmed all other ratings on Windstream,
including the 'BB+' corporate credit rating, given that leverage
does not change materially from the transaction and financial
flexibility will improve modestly from the credit facility
amendment.  The outlook is negative.

"Pro forma debt to EBITDA is about 3.6x, which is elevated for the
rating level given that operating trends remain under pressure
because of cable telephony competition and wireless substitution,"
said Standard & Poor's credit analyst Allyn Arden.  As a result,
S&P could lower the ratings if the company is not on a trajectory
to reduce leverage toward the 3x area, either from debt reduction
or a sustainable moderation of access-line losses.  Total funded
debt as of June 30, 2009, was approximately $5.2 billion.


YOUNG BROADCASTING: Has Until Nov. 23 to Solicit Votes for Plan
---------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York extended until Nov. 23, 2009, Young
Broadcasting, Inc., and the Official Committee of Unsecured
Creditors' exclusive period to solicit votes on a Chapter 11 plan.

As reported by the TCR on Sept. 29, 2009, 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.


ZYNEX INC: Posts $1.7 Million Net Loss in Six Months Ended June 30
------------------------------------------------------------------
Zynex, Inc., reported a net income of $708,622 for three months
ended June 30, 2009, compared with a net income of $289,037 for
the same period in 2008.

For six months ended June 30, 2009, the Company reported a net
income of $1,659,414 compared with a net income of $519,720 for
the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $11,886,651, total liabilities of $5,728,323 and a
stockholders' equity of $6,158,328.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45d1

Founded in 1996, Zynex, Inc. -- http://www.zynexmed.com/--
engineers, manufactures, markets, and sells its own design of
electrotherapy medical devices in two distinct markets: standard
digital electrotherapy products for pain relief and pain
management; and the NeuroMove(TM) for stroke and spinal cord
injury rehabilitation.  Zynex's product lines are fully developed,
FDA-cleared, commercially sold, and have been developed to uphold
the Company's mission of improving the quality of life for
patients suffering from impaired mobility due to stroke, spinal
cord injury, or debilitating and chronic pain.

                        Going Concern Doubt

On April 14, 2009, GHP Horwath, P.C., in Denver, Colorado,
expressed substantial doubt about Zynex, Inc.'s ability to
continue as a going concern afte auditing the Company's financial
statements for the fiscal years ended Dec. 31, 2008, and 2007.
The auditor noted that there is uncertainty that the Company will
remain in compliance with certain debt covenants throughout 2009,
which would entitle the lender to terminate the Company's ability
to borrow under its revolving line of credit facility and
accelerate the Company's obligation to repay outstanding
borrowings.


* Automakers Must Be Less Capital Intensive, Chrysler Lawyer Says
-----------------------------------------------------------------
Automakers and their suppliers must create vehicles consumers
want, Reuters reports, citing Corinne Ball, who led a team of
attorneys representing Chrysler LLC during its Chapter 11
reorganization.

"I think they have to find a way of being less capital intensive,"
the report quoted Mr. Ball as saying.

Reuters quoted Ms. Ball as saying, "You have got to be selling
something someone wants to buy.  I think they're well poised
having done the cost side of equation . . . and now they've really
got to focus on revenues."  Bankruptcy and the government's cash-
for-clunkers incentive program have brought manufacturers through
the worst of the crisis, Reuters states, citing Ms. Ball.


* Fitch Says Corporate Credit Ratings are Expected to Decline
-------------------------------------------------------------
Fitch Ratings expects more Fallen Angels (downgrades from 'BBB-')
than Rising Stars (upgrades from 'BB+') over the next 12-24 month-
period.  By a ratio of 3 to 1, 'BBB-' corporate credits with a
Negative Rating Outlook outnumber 'BB+' credits with a Positive
Outlook according to the inaugural edition of Fitch's 'Crossing
Over' report.  The report, released, focuses on key rating
considerations and financial outlooks for each of the issuers
reviewed.

'While the credit quality of most sectors throughout Fitch's U.S.
corporate coverage is stabilizing with the economy, those issuers
that are on the border of investment grade will continue to feel
downward pressure over the near- to intermediate-term,' said Nick
Nilarp, Managing Director at Fitch.  'Although some Outlooks will
be resolved positively once there is a rebound from the recession,
Outlooks are not driven primarily by the macroeconomic cycle but
by other key financial trends which continue to be a challenge for
many corporate credits.'

According to the report Fitch expects that the crossover world
will have more downgrades than upgrades over the intermediate-
term.  A Positive or Negative Rating Outlook from Fitch typically
indicates rating movement over a 12- to 24-month period, although
this has been reduced significantly for many issuers during the
intensity of the recent credit cycle, particularly for pressured
ratings discussed in this report.

Over the past few years Fitch has downgraded substantially more
'BBB-' issuers than upgraded potential rising stars.  In
particular, over the past couple of years there was a significant
volume of downgrades associated with reviews triggered by the
severity of the global economic downturn as well as Fitch's
outlook for a relatively weak and prolonged recovery.


* Frank Endorses FDIC Proposal Pushing Banks to Prepay Premiums
---------------------------------------------------------------
House Financial Services Committee Chairman Barney Frank endorsed
the Federal Deposit Insurance Corp. in seeking to have banks
prepay three years of premiums to rebuild its reserves,
Bloomberg's Alison Vekshin reported.

"The way this works with the accounting, there's no negative
impact on the banks," Mr. Frank, a Massachusetts Democrat, said
Sept. 30 after a committee hearing in Washington.

The Federal Deposit Insurance Corporation board said in a
statement Sept. 29 that it has adopted a Notice of Proposed
Rulemaking that would require insured institutions to prepay their
estimated quarterly risk-based assessments for the fourth quarter
of 2009 and for all of 2010, 2011 and 2012.  The FDIC estimates
that the total prepaid assessments collected would be $45 billion.
The FDIC Board also voted to adopt a uniform three-basis point
increase in assessment rates effective on January 1, 2011, and
extend the restoration period from seven to eight years.

FDIC Chairman Sheila C. Bair said, "First and foremost, bank
customers should know that their insured deposits have and always
will be 100 percent safe, no matter what. This commitment to
depositors is absolute.  The decision today is really about how
and when the industry fulfills its obligation to the insurance
fund.  It's clear that the American people would prefer to see an
end to policies that look to the federal balance sheet as a remedy
for every problem.  In choosing this path, it should be clear to
the public that the industry will not simply tap the shoulder of
the increasingly weary taxpayer.  This proposal is a vote of
confidence for the banking industry's resilience, and it will
continue to recover its strength as we work through the
significant challenges ahead."

Prepayment of assessments will allow the industry to strengthen
the cash position of the Deposit Insurance Fund (DIF) immediately,
while allowing the capital impact of deposit insurance assessments
to be felt gradually over time as the industry improves its own
financial position.  The banking industry has substantial
liquidity to prepay assessments.  As of June 30, FDIC-insured
institutions held more than $1.3 trillion in liquid balances, or
22% more than they did a year ago.  Prepaying assessments will put
the industry's liquid balances to good use in conserving capital
and helping to maintain the capacity of banks to lend while they
rebuild the DIF.  FDIC analysis indicates that this arrangement is
much less likely to impair bank lending than a one-time special
assessment.

The FDIC board met Tuesday to discuss options to replenish the
agency's insurance reserves.   Among other options by the FDIC for
replenishing its DIF is a second special assessment on banks to
shore up its shrinking deposit fund, and borrowing taxpayer
dollars from the Treasury Department or taking loans from banks.
The agency on Tuesday rejected options for a second special fee or
borrowing from the Treasury Department, according to Bloomberg.
Banks are opposing paying a second assessment and prefer prepaying
their premiums.

The insurance fund will have a negative balance as of Sept. 30
after 120 banks were shut in the past two years, and will be
positive by 2012, the FDIC said, according to Bloomberg.  Banks
failures may cost $100 billion through 2013 with half the cost
already incurred, the FDIC stated.

According to a report last month by the FDIC, its deposit
insurance fund dwindled by $2.6 billion -- 20.3% -- during the
second quarter to $10.4 billion.  According to the FDIC, the
reduction was primarily due to an $11.6 billion increase in loss
provisions for bank failures.  For 2009 through the end of the
second quarter, 45 insured institutions with combined assets of
$35.9 billion failed at an estimated current cost to the DIF of
$10.5 billion.  However, since the end of the second quarter,
50 more banks have closed.


* DataX Adds Bankruptcy Information in Credit Reports
-----------------------------------------------------
DataX, Ltd., said Sept. 30 it now includes bankruptcy data in its
credit reports to clients.  This data gives DataX customers an
additional level of consumer financial information on which to
base loan underwriting decisions.  DataX Credit Reporting Agency
clients now have immediate access to bankruptcy reporting by
enabling this option in the report configuration section of the
CRA input request. Among other information, the new data includes
whether a consumer has filed bankruptcy, the filing status, case
number and current disposition of the filing.

DataX also offers bankruptcy data by itself or bundled with any
other of its services to strengthen clients' existing decision-
making processes.

According to the American Bankruptcy Institute, consumer
bankruptcy filings in August rose 24% above year-to-date 2008
numbers.  Some 119,874 consumer bankruptcies were reported in the
month, putting the nation on a pace to top 1.4 million filings
this year.

"Our goal is to provide our clients with a multifaceted consumer
credit profile," Michael Pooley, executive vice president, said.
"Bankruptcy data provides lenders with added insight regarding
potential borrowers and can be used to enhance an existing risk
strategy."

                         About DataX Ltd.

DataX Ltd., a Selling Source LLC company, provides real-time
credit reporting, consumer data verification and analytic services
to the business and financial services industry and operates a
comprehensive consumer credit reporting agency.  Only DataX's CRA
has transaction-based payment detail, a unique feature allowing
lenders to see each consumer's daily funding and detailed payment
activities in real-time to reduce defaults by predicting loan
performance.

                     About Selling Source LLC

Selling Source LLC -- http://www.sellingsource.com/-- named No.
68 on the 2008 Inc. 500 list, up from No. 109 in 2007, offers
specialty finance lenders an end-to-end solution to acquire, fund,
underwrite and retain customers while increasing their overall
lifetime value.  Selling Source alone provides online lenders a
single-source platform throughout the micro-loan life-cycle with
turn-key consumer acquisition-and-communication services as well
as lender, data, payment-processing and infrastructure solutions,
including co-location hosting services.  London Bay Capital, a
private equity firm based in San Francisco, acquired a controlling
interest in Selling Source in December 2007.


* NewOak Capital Taps Amy Levenson MD,Chair Comm Real Estate Loans
------------------------------------------------------------------
NewOak Capital announces the appointment of Amy Levenson Managing
Director & Chairman of its newly formed Commercial Real Estate
Loans and Properties Capital Markets Group responsible for
creating and executing real estate capital market solutions for
clients.

NewOak's Commercial Real Estate Loans and Property Capital Markets
Group will offer one-stop structuring and execution solutions for
entities looking to dispose or recapitalize real estate and
related assets and loans.  Members of the team have real estate
capital markets and sales experience along with real estate and
securities licenses, making it a unique real estate asset
platform.  Asset types include REOs, CMBS, CLOs, CDOs, whole
loans, mezzanine debt, and stable to busted individual properties
or pools of properties.  The team has relationships with hedge
funds, private equity funds, banks, insurance companies, and REITs
and has access to experienced developers, MAI appraisers and
construction consultants.

Ms. Levenson has over twenty-five years of experience on Wall
Street, primarily at Goldman Sachs and previously at Barclays
Capital.  At Goldman Sachs, she divided her tenure between
institutional bond trading and sales to the hedge fund and
insurance industries.  Her multi-decade relationships with the
hedge fund community and experience as head bank note trader at
Goldman Sachs enable NewOak Capital to provide coverage on both
sides of the real estate asset trade.  Additionally, her brief
tenure as Managing Director at Grubb and Ellis gives her insight
into integrating real estate and capital markets to provide
clients with a broad range of solutions.  Ms. Levenson holds an
MBA in finance from Columbia Business School and a BA from
Columbia University.

Under Ms. Levenson's leadership, other members of the team
include: Jon Fischer, MD, a Member of the Appraisal Institute, a
graduate of the Wharton Business School and a career real estate
professional who previously served as the Director of Corporate
Real Estate for Prudential Insurance Company; and Farrah Lakhani,
an Associate Director, who was recently at the private equity firm
Lightyear Capital and formerly at Credit Suisse, where she focused
on REITs and financial institutions.  Ms. Lakhani holds a BA from
Hamilton College where she graduated Phi Beta Kappa and Magna Cum
Laude.

"Professionals who have worked with Amy know that her level of
energy, integrity, and desire to help the clients is unmatched,"
says Ron D'Vari, CEO and Co-Founder of NewOak Capital.  "We are
glad to have Amy lead our team of experts focusing on real estate
capital markets solutions, a critical service demanded by the
market and our clients," adds Mr. D'Vari.

"Amy will lead an important part of the NewOak Capital business as
she and her team will help our clients transfer risk or identify
investment opportunities.  We're excited to be able to attract
such talented professionals in Amy and her team to our platform
and look forward to continuing to identify the needs of our
clients and provide value-added services," says James Frischling,
President and Co-Founder of NewOak Capital.

"We are very excited to have Amy and her team as we broaden our
capital markets capabilities at NewOak Capital in the real estate
space," says Shad Quraishi, Vice Chairman and Head of NewOak
Capital's Business Development.  "Given the dislocation in the
commercial real estate securitization and lending markets, we
believe that this business represents one of the most significant
opportunities to create liquidity by providing creative
solutions."

                      About NewOak Capital

NewOak Capital -- http://www.newoakcapital.com/-- is an advisory,
asset management and capital markets firm organized to serve as an
ally to institutions in addressing the challenges of the global
credit markets.  Using an integrated analytics platform, we
provide analysis, valuation, restructuring, risk transfer and
investment management solutions and services to financial
institutions and other investors.  The NewOak Capital team
consists of more than 40 professionals with an average of more
than 20 years of experience across multiple asset classes and
credit cycles.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Margarita Martinez
   Bankr. D. Ariz. Case No. 09-22821
      Chapter 11 Petition filed September 16, 2009
         Filed as Pro Se

In Re Housing Renaissance Fund Inc.
   Bankr. C.D. Calif. Case No. 09-34928
      Chapter 11 Petition filed September 16, 2009
         Filed as Pro Se

In Re La Joya Trust
   Bankr. C.D. Calif. Case No. 09-34964
      Chapter 11 Petition filed September 16, 2009
         Filed as Pro Se

In Re Mara Investments LLC
   Bankr. C.D. Calif. Case No. 09-34899
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/cacb09-34899.pdf

In Re Amarjeet Singh Bhatia
       dba Lander's Gas and Food Mart
   Bankr. E.D. Calif. Case No. 09-92976
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/caeb09-92976.pdf

In Re Harpreet Singh Bhatia
       dba Lander's Gas and Food Mart
   Bankr. E.D. Calif. Case No. 09-92977
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/caeb09-92977.pdf

In Re Raymond Francis Olmo, Jr.
      Yvette Richelle Gemignani-Olmo
   Bankr. E.D. Calif. Case No. 09-39868
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/caeb09-39868.pdf

In Re Edward C. Embury, Jr.
   Bankr. D. Colo. Case No. 09-29276
      Chapter 11 Petition filed September 16, 2009
         Filed as Pro Se

In Re Beaches of Vilano, LLC
   Bankr. M.D. Fla. Case No. 09-07808
      Chapter 11 Petition filed September 16, 2009
         Filed as Pro Se

In Re Brenda S. Cheeks
   Bankr. N.D. Ga. Case No. 09-84295
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/ganb09-84295.pdf

In Re Clintex Laboratories, Inc.
   Bankr. N.D. Ill. Case No. 09-34377
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/ilnb09-34377.pdf

In Re Larned Sand & Gravel Inc.
   Bankr. D. Kans. Case No. 09-13010
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/ksb09-13010.pdf

In Re Gonzalez Enterprises, LLC
   Bankr. W.D. La. Case No. 09-81212
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/lawb09-81212.pdf

In Re Jose Cruz Gonzalez
      Harriet Ann Gonzalez
   Bankr. W.D. La. Case No. 09-81213
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/lawb09-81213.pdf

In Re Dorsey Management, LLC t/a Stonefish Grill
   Bankr. D. Md. Case No. 09-27444
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/mdb09-27444.pdf

In Re D.B.S., INC.
   Bankr. E.D. Mich. Case No. 09-68660
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/mieb09-68660p.pdf
         See http://bankrupt.com/misc/mieb09-68660c.pdf

In Re Robert E. Lawson
   Bankr. E.D. Mo. Case No. 09-49174
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/moeb09-49174.pdf

In Re 2704 SATTLEY LLC
   Bankr. D. Nev. Case No. 09-27238
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/nvb09-27238.pdf

In Re John R. Williams
      Irene H. Williams
   Bankr. D. Nev. Case No. 09-27299
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/nvb09-27299.pdf

In Re Skyscraper Service Co.
   Bankr. D. N.J. Case No. 09-34366
      Chapter 11 Petition filed September 16, 2009
         Filed as Pro Se

In Re Caskinette Auto Sales, Inc.
       d/b/a TI Auto Sales Yamaha Shi-Doo
   Bankr. N.D. N.Y. Case No. 09-32570
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/nynb09-32570p.pdf
         See http://bankrupt.com/misc/nynb09-32570c.pdf

In Re Hopewell Tax Service, Inc.
       dba Taxpert Tax Service of Hopewell Junction
       dba Taxpert Funding
   Bankr. S.D.N.Y. Case No. 09-37530
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/nysb09-37530.pdf

In Re Prosperous Properties LLC
   Bankr. S.D. Ohio Case No. 09-60670
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/ohsb09-60670.pdf

In Re New Hope Personal Care Homes, Inc.
   Bankr. M.D. Pa. Case No. 09-07179
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/pamb09-07179.pdf

In Re Rhonda Leigh Tretter-McCoy
   Bankr. D. P.R. Case No. 09-10596
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/tnmb09-10596.pdf

In Re VIP Transport Inc.
   Bankr. D. P.R. Case No. 09-07769
      Chapter 11 Petition filed September 16, 2009
            See http://bankrupt.com/misc/prb09-07769.pdf

In Re Chariot Transportation Inc.
   Bankr. M.D. Tenn. Case No. 09-10593
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/tnmb09-10593.pdf

In Re St. Gumbeaux, Inc.
       dba Gumbo's Louisiana Style Cafe
       dba The Brown Bar
   Bankr. W.D. Tex. Case No. 09-12600
      Chapter 11 Petition filed September 16, 2009
         See http://bankrupt.com/misc/txwb09-12600.pdf

In Re Jordan Timber Co., LLC
   Bankr. S.D. Ala. Case No. 09-14312
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/alsb09-14312.pdf

In Re M & M Partner Company Inc.
   Bankr. N.D. Calif. Case No. 09-48714
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/canb09-48714.pdf

In Re Kun Young, Inc.
   Bankr. D. Col. Case No. 09-29426
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/cob09-29426.pdf

In Re Realty Unlimited, Inc.
   Bankr. E.D. Ky. Case No. 09-52996
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/kyeb09-52996.pdf

In Re Gladys L. Avery Irrevocable Trust
   Bankr. D. Maine Case No. 09-11248
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/meb09-11248.pdf

In Re Redsun Market, Inc.
       dba Zip's Market
   Bankr. E.D. Mich. Case No. 09-34977
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/mieb09-34977.pdf

In Re Jeffrey Arthur LaFrance
   Bankr. D. Minn. Case No. 09-46215
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/mnb09-46215.pdf

In Re DCR GROUP, LLC
   Bankr. D. Nev. Case No. 09-27340
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/nev09-27340.pdf

In Re Toon Town Paint, LLC
   Bankr. D. N.J. Case No. 09-34511
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/njb09-34511.pdf

In Re Walker Management Systems, Inc.
   Bankr. D. N.J. Case No. 09-34517
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/njb09-34517.pdf

In Re Alcides Curtis
   Bankr. E.D.N.Y. Case No. 09-76989
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/nyeb09-76989.pdf

In Re Edwin D. Pawling
   Bankr. N.D. N.Y. Case No. 09-13444
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/nynb09-13444.pdf

In Re New Day Village, Inc.
   Bankr. S.D. Ohio Case No. 09-60745
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/ohsb09-60745.pdf

In Re Pickles
       aka Pickles Boardwalk Food
   Bankr. W.D. Pa. Case No. 09-11685
      Chapter 11 Petition filed September 17, 2009
      Chapter 11 Petition dismissed September 17, 2009
         Filed as Pro Se

In Re Forrester Machine & Tool Corporation
   Bankr. W.D. Tenn. Case No. 09-13836
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/tnwb09-13836.pdf

In Re El Cazador-Sequim Inc.
       dba El Cazador Mexican Restaurant
       aka El Cazador Mexican Grill and Cantina
   Bankr. W.D. Wash. Case No. 09-19607
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/wiwb09-19607.pdf

In Re High County Health, Inc.
   Bankr. D. Wyo. Case No. 09-20925
      Chapter 11 Petition filed September 17, 2009
         See http://bankrupt.com/misc/wyd09-20925.pdf

In Re Gordon Ronald Dalton
   Bankr. D. Ariz. Case No. 09-23277
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/azb09-23277.pdf

In Re Kobra Associates, Inc.
   Bankr. E.D. Calif. Case No. 09-40068
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/caeb09-40068.pdf

In Re Food Service Management, Inc.
   Bankr. E.D. Calif. Case No. 09-40066
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/caeb09-40066.pdf

In Re Frank J. Kennedy, III
      Lorraine Kennedy
   Bankr. E.D. Calif. Case No. 09-40098
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/caeb09-40098.pdf

In Re Timber Lane Associates, LLC
   Bankr. D. Conn. Case No. 09-32563
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/ctb09-32563.pdf

In Re Commonwealth Creamery, Inc.
       dba Oberweis Ice Cream & Dairy Store
   Bankr. E.D. Mich. Case No. 09-68964
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/mieb09-68964.pdf

In Re Heritage-Warrington Center, L.P.
   Bankr. D. N.J. Case No. 09-34694
      Chapter 11 Petition filed September 18, 2009
         See http://bankrupt.com/misc/njb09-34694.pdf

In Re William Greg Horton
      Cathryn Joy Strohm-Horton
   Bankr. W.D. N.C. Case No. 09-11034
      Chapter 11 Petition filed September 18, 2009
         Filed as Pro Se

In Re Pickles
       aka Pickles Boardwalk Food
   Bankr. W.D. Pa. Case No. 09-11702
      Chapter 11 Petition filed September 18, 2009
         Filed as Pro Se

In Re TM Billiards, Inc. dba Plush Pocket Billiards
   Bankr. E.D. Mich. Case No. 09-69073
      Chapter 11 Petition filed September 19, 2009
         See http://bankrupt.com/misc/mieb09-69073.pdf

In Re Charles G. McBreen
      Kathleen M. McBreen
   Bankr. E.D. Wis. Case No. 09-33532
      Chapter 11 Petition filed September 19, 2009
         See http://bankrupt.com/misc/wieb09-33532.pdf

In Re Adam A. Smith
   Bankr. E.D. Wash. Case No. 09-05262
      Chapter 11 Petition filed September 20, 2009
         See http://bankrupt.com/misc/waeb09-05262.pdf

In Re Kings Island Marine, Inc.
   Bankr. E.D. Wis. Case No. 09-33534
      Chapter 11 Petition filed September 20, 2009
         See http://bankrupt.com/misc/wieb09-33534.pdf

In Re AZ Tan Club, LLC
   Bankr. D. Ariz. Case No. 09-23413
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/azb09-23413.pdf

In Re Douglas Allan Carroll
   Bankr. D. Ariz. Case No. 09-23354
      Chapter 11 Petition filed September 21, 2009
         Filed as Pro Se

In Re Joseph G. Max
      Tamera J. Max
   Bankr. D. Ariz. Case No. 09-23427
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/azb09-23427.pdf

In Re Lourdes Urzua
   Bankr. D. Ariz. Case No. 09-23385
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/azb09-23385.pdf

In Re Selah Investment Group, Inc.
   Bankr. D. Ariz. Case No. 09-23397
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/azb09-23397.pdf

In Re Cynthia Sheridan
       dba Straddles Border Stop
   Bankr. E.D. Calif. Case No. 09-40229
      Chapter 11 Petition filed September 21, 2009
         Filed as Pro Se

In Re Christopher Todd Angle
   Bankr. D. Conn. Case No. 09-51872
      Chapter 11 Petition filed September 21, 2009
         Filed as Pro Se

In Re Peter Anthony Sharp
       aka Peter A. Sharp
       aka Peter Sharp
   Bankr. D. D.C. Case No. 09-00826
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/dcb09-00826.pdf

In Re Lakeland Moose Lodge # 945
   Bankr. M.D. Fla. Case No. 09-21144
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/flmb09-21144.pdf

In Re Jose Luis Bahena
   Bankr. N.D. Ill. Case No. 09-34875
      Chapter 11 Petition filed September 21, 2009
         Filed as Pro Se

In Re M K & H Holding Corp., Inc.
   Bankr. S.D. Ill. Case No. 09-32490
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/ilsb09-32490.pdf

In Re Conqueror Marine Logistics, LLC
   Bankr. W.D. La. Case No. 09-51321
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/lawb09-51321.pdf

In Re Raider Marine Logistics, LLC
      Bankr. W.D. La. Case No. 09-51321
         Chapter 11 Petition filed September 21, 2009
            See http://bankrupt.com/misc/lawb09-51322.pdf

In Re Enforcer Marine Logistics, LLC
      Bankr. W.D. La. Case No. 09-51323
         Chapter 11 Petition filed September 21, 2009
            See http://bankrupt.com/misc/lawb09-51323.pdf

In Re George Garrett Colen
      Melody Adrianne Colen
       fka Melody Adrianne Padgett
   Bankr. D. Md. Case No. 09-27824
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/mdb09-27824.pdf

In Re Andrew Mark Pirnie
      Debra Beatrice Pirnie
   Bankr. W.D. Mo. Case No. 09-44568
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/mowb09-44568.pdf

In Re WWW Holdings, Inc.
       dba The Way We Were Outlet
   Bankr. D. N.H. Case No. 09-13632
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/nhb09-13632.pdf

In Re Mary K. Butya
   Bankr. W.D. Pa. Case No. 09-26952
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/pawb09-26952.pdf

In Re EHJ LLC
       dba Tinks
       dba Elliot J. Catering
   Bankr. S.D. Ohio Case No. 09-16123
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/ohsb09-16123.pdf

In Re Lanny W. Harper
   Bankr. M.D. Tenn. Case No. 09-10784
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/tnmb09-10784.pdf

In Re Lyndale W. Harper
      Dottie J. Harper
   Bankr. M.D. Tenn. Case No. 09-10785
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/tnmb09-10785.pdf

In Re JAM Food Store, Inc.
   Bankr. N.D. Tex. Case No. 09-45815
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/txnb09-45815.pdf

In Re Allied Primary Home Care Services, Inc.
   Bankr. W.D. Tex. Case No. 09-53641
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/txwb09-53641.pdf

In Re Heath Burchinal
       aka Xtreme Edge Enterprises, LLC dba Xtreme Graphix
       aka Sneekee, Inc. dba Sneekee
       aka XG Draper, LLC dba Xtreme Graphix of Draper
       aka SMS Entertainment Group, LLC
           dba Southern Utah Savings Express
       aka SMS Entertainment LLC dba Southern Utah Savings Express
       aka Xtreme Edge Enterprises, LLC
           dba Xtreme Graphix Design & Apparel
       aka Xtreme Edge Enterprises, LLC dba Xtreme Edge Graphix
      Theata Kristie Burchinal
       aka Xtreme Edge Enterprises, LLC dba Xtreme Graphix
       aka Xtreme Edge Enterprises, LLC dba Xtreme Edge Graphix
       aka Xtreme Edge Enterprises, LLC
           dba Xtreme Graphix Design & Apparel
   Bankr. D. Utah Case No. 09-30210
      Chapter 11 Petition filed September 21, 2009
         See http://bankrupt.com/misc/utb09-30210.pdf

In Re Asap Firebird Tire Service, LLC
   Bankr. D. Ariz. Case No. 09-23522
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/azb09-23522.pdf

In Re Bora Enterprises, Inc.
   Bankr. D. Ariz. Case No. 09-23536
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/azb09-23536.pdf

In Re Lisa Wolfe
   Bankr. D. Ariz. Case No. 09-23478
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/azb09-23478.pdf

In Re Marsh Aviation Company
   Bankr. D. Ariz. Case No. 09-23468
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/azb09-23468.pdf

In Re Andrew T. Wang
   Bankr. C.D. Calif. Case No. 09-22465
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/cacb09-22465.pdf

In Re Moon Joo Lee
       aka M J Lee
       aka MoonJoo Joo Lee
      Jiyoung Jeong
       aka Jiji Jeong
       aka Jiyoung Young Jeong
       aka Ji Young Jeong
   Bankr. N.D. Calif. Case No. 09-48849
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/canb09-48849.pdf

In Re Andrew Rudnick, DMD, P.A.
       fka Northlake Dental Associates
       aka Palm Beach Dental Group
   Bankr. S.D. Fla. Case No. 09-30060
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/flsb09-30060.pdf

In Re G. David Volpitto
       aka George David Volpitto
   Bankr. S.D. Ga. Case No. 09-12350
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/gasb09-12350.pdf

In Re Rojas Group, Inc.
   Bankr. D. Mass. Case No. 09-18977
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/mab09-18977.pdf

In Re Lane Cabinets Inc.
       dba Cabinet Concepts By Design, Cabinets by Lane
   Bankr. W.D. Mo. Case No. 09-62149
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/mowb09-62149.pdf

In Re Gale Audrey St. John
   Bankr. E.D.N.Y. Case No. 09-48207
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/nyeb09-48207.pdf

In Re Melange Salon at the Peninsula, Inc.
   Bankr. S.D.N.Y. Case No. 09-15710
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/nysb09-15710.pdf

In Re PCN Development, Inc.
   Bankr. W.D. Pa. Case No. 09-27002
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/pawb09-27002.pdf

   In Re Joseph J. Perri
      Bankr. W.D. Pa. Case No. 09-27003
         Chapter 11 Petition filed September 22, 2009

In Re Tommy Grimes
      Natalie Bernadette Grimes
   Bankr. W.D. Va. Case No. 09-51523
      Chapter 11 Petition filed September 22, 2009
         Filed as Pro Se

In Re Duong Ly
   Bankr. D. Ariz. Case No. 09-23667
      Chapter 11 Petition filed September 23, 2009
         Filed as Pro Se

In Re SPS Building Co, LLC
   Bankr. D. Ariz. Case No. 09-23534
      Chapter 11 Petition filed September 22, 2009
         See http://bankrupt.com/misc/azb09-23534.pdf

In Re Profound Health Care Inc.
   Bankr. C.D. Calif. Case No. 09-35676
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/cacb09-35676.pdf

In Re Ronald A. Grant
   Bankr. N.D. Calif. Case No. 09-48880
      Chapter 11 Petition filed September 23, 2009
         Filed as Pro Se

In Re Normandy Apartments, LLC
   Bankr. S.D. Fla. Case No. 09-30180
      Chapter 11 Petition filed September 23, 2009
         Filed as Pro Se

In Re John M. Schieppe
       dba Schiappa's Little Hill
      Dona L. Schieppe
   Bankr. S.D. Ill. Case No. 09-32517
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/ilsb09-32517.pdf

In Re Liberty Land Group, Ltd.
   Bankr. S.D. Ill. Case No. 09-41583
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/ilsb09-41583.pdf

In Re Robert J. Mobley
       dba Correctional Counseling of Kansas
      Shawna K. Mobley
       dba Correctional Counseling of Kansas
   Bankr. D. Kans. Case No. 09-13133
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/ksb09-13133.pdf

In Re Diamond M. Contractors, Inc.
   Bankr. D. Mass. Case No. 09-43958
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/mab09-43958.pdf

In Re J-F Deli Inc.
   Bankr. D. N.J. Case No. 09-35019
      Chapter 11 Petition filed September 23, 2009
         Filed as Pro Se

In Re TCC, Inc.
       dba Isohama Japanese Restaurant
   Bankr. D. N.J. Case No. 09-35018
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/njb09-35018.pdf

In Re So'Sila Enterprises, Inc.
   Bankr. D. N.M. Case No. 09-14330
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/nmb09-14330.pdf

In Re Bunce's Brighton, Inc.
   Bankr. W.D. N.Y. Case No. 09-22494
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/nywb09-22494.pdf

In Re Bacorn, Inc.
   Bankr. W.D. Pa. Case No. 09-27045
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/pawb09-27045.pdf

In Re Carlsbad Development II, LLC
   Bankr. D. Utah Case No. 09-30289
      Chapter 11 Petition filed September 23, 2009
         Filed as Pro Se

In Re Roy Virgil Cook
   Bankr. D. Utah Case No. 09-30278
      Chapter 11 Petition filed September 23, 2009
         Filed as Pro Se

In Re Abraham's Covenant
   Bankr. D. Ariz. Case No. 09-23830
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Carl Ray Twentier
      Patricia Kay Twentier
   Bankr. D. Ariz. Case No. 09-23803
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Sunrug Inc.
   Bankr. D. Ariz. Case No. 09-23842
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/azb09-23842.pdf

In Re Helen Koshak
   Bankr. C.D. Calif. Case No. 09-20155
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Oak View Townhomes LLC
   Bankr. C.D. Calif. Case No. 09-22558
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Sushama Devi Lohia
   Bankr. C.D. Calif. Case No. 09-20164
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Pepper Creek Outsiders, LLC.
   Bankr. D. Del. Case No. 09-13292
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Carlson Industrial Support Systems, Inc.
   Bankr. D. Conn. Case No. 09-32656
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/ctb09-32656.pdf

In Re Bernardo E. Ramos
   Bankr. C.D. Ill. Case No. 09-92004
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Pleasant Hill Lake Development, Inc.
   Bankr. C.D. Ill. Case No. 09-72825
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/ilcb09-72825.pdf

In Re BMW Construction, Inc.
   Bankr. N.D. Ill. Case No. 09-35420
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/ilnb09-35420.pdf

In Re George J. Karvounis
   Bankr. D. Md. Case No. 09-28101
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/mdb09-28101p.pdf
         See http://bankrupt.com/misc/mdb09-28101c.pdf

In Re KERB Ventures, Inc.
   Bankr. D. Md. Case No. 09-28107
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/mdb09-28107.pdf

In Re A & S Realty
   Bankr. D. Mass. Case No. 09-19083
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re Charles D. Dailey
       asf The Money Matrix, Inc.
       asf The Realty Matrix, Inc.
       asf The Management Matrix, Inc.
       asf Dailey Building and Loan, Inc.
      Lisa M. Dailey
       asf L.M.T. Dailey, LLC
   Bankr. D. Minn. Case No. 09-36696
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/mnb09-36696.pdf

In Re Brite Fuel Oil Corporation
   Bankr. S.D.N.Y. Case No. 09-15730
      Chapter 11 Petition filed September 23, 2009
         See http://bankrupt.com/misc/nysb09-15730.pdf

In Re Kathryn Urbaszewski
       dba URSA Minor Studios
       fdba Flying Cow Enterprises, Inc.
       dba Klug & Company, Inc.
       aka Kathryn Urbaszeqski-Geitz
   Bankr. W.D. N.C. Case No. 09-11057
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/ncwb09-11057.pdf

In Re Grover Williams
       dba L & G C Store #2
       dba L and G Grocery
   Bankr. W.D. Tenn. Case No. 09-30570
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/tnwb09-30570.pdf

In Re Eagle River Dairy Development, LLC
   Bankr. N.D. Tex. Case No. 09-20639
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/txnb09-20639.pdf

In Re Dominion Capital
       fka Momentum Partners - Hosmer Associates, LLC
   Bankr. W.D. Wash. Case No. 09-47054
      Chapter 11 Petition filed September 24, 2009
         Filed as Pro Se

In Re SMG Trust
       fdba Shoals Memorial Gardens
       fdba Spry Memorial Gardens
       fdba REDSIT
   Bankr. N.D. Ala. Case No. 09-83914
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/alnb09-83914p.pdf
         See http://bankrupt.com/misc/alnb09-83914c.pdf

In Re Bradley Steven Weinholtz
      Deborah Lynne Weinholtz
   Bankr. C.D. Calif. Case No. 09-20218
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/cacb09-20218.pdf

In Re Felix Rodriguez
      Satik Rodriguez
   Bankr. N.D. Calif. Case No. 09-58203
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/canb09-58203.pdf

In Re Syndicate Automotive Concepts, Inc.
   Bankr. S.D. Calif. Case No. 09-14438
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/casb09-14438.pdf

In Re Acute Care Team, Inc.
   Bankr. M.D. Fla. Case No. 09-21609
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/flmb09-21609.pdf

In Re Carlos Enrique Delossantos
   Bankr. M.D. Fla. Case No. 09-21589
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/flmb09-21589.pdf

In Re Jon Shehan
   Bankr. M.D. Fla. Case No. 09-14384
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/flmb09-14384.pdf

In Re A's Inc.
       dba Macullen's
   Bankr. D. Idaho Case No. 09-21056
      Chapter 11 Petition filed September 25, 2009
         Filed as Pro Se

In Re My Ranch, Inc. d/b/a Fresh Harvest Market
   Bankr. N.D. Ill. Case No. 09-35697
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/ilnb09-35697.pdf

In Re Central Office Products, Inc.
   Bankr. N.D. Ind. Case No. 09-14398
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/innb09-14398.pdf

In Re Larry R. Jackson
      Melissa M. Jackson
   Bankr. S.D. Ind. Case No. 09-14159
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/insb09-14159.pdf

In Re Print Service, Inc.
   Bankr. W.D. La. Case No. 09-20861
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/lawb09-20861.pdf

In Re Carl Edmond Harper
   Bankr. D. Md. Case No. 09-28206
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/mdb09-28206.pdf

In Re Marco A. Medina
   Bankr. D. Mass. Case No. 09-19104
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/mab09-19104.pdf

In Re Cottonwood Manor Inc.
   Bankr. S.D. Miss. Case No. 09-03374
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/mssb09-03374.pdf

In Re James Rigoni
       aka Tony Rigoni
       fdba Camelot Homes LLC
      Nicole Rigoni
       aka Nicki Rigoni
   Bankr. D. Nev. Case No. 09-27981
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/nvb09-27981.pdf

In Re Nationwide Maintenance & General Contracting, Inc.
       aka Nationwide Maintenance, Inc.
   Bankr. S.D.N.Y. Case No. 09-23781
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/nysb09-23781p.pdf
         See http://bankrupt.com/misc/nysb09-23781c.pdf

In Re Thomas E. Settles, Sr.
       aka Eddie Settles
       aka Thomas E. Settles
       aka T. Edward Settles
   Bankr. E.D. Tenn. Case No. 09-16159
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/tneb09-16159p.pdf
         See http://bankrupt.com/misc/tneb09-16159c.pdf

In Re Columbia Shores Railroad, LLC
   Bankr. E.D. Wash. Case No. 09-05375
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/waeb09-05375.pdf

In Re Advanced Door and Security Inc.
   Bankr. W.D. Wash. Case No. 09-19906
      Chapter 11 Petition filed September 25, 2009
         See http://bankrupt.com/misc/wawb09-19906.pdf

In Re Fitness Quest of Thornton, Inc.
   Bankr. D. Colo. Case No. 09-30225
      Chapter 11 Petition filed September 27, 2009
         See http://bankrupt.com/misc/cob09-30225.pdf

In Re George Francis Clancy, III
       aka Jeff Clancy
   Bankr. S.D. Ind. Case No. 09-14211
      Chapter 11 Petition filed September 27, 2009
         See http://bankrupt.com/misc/insb09-14211.pdf

In Re Sarah Beth Lange
   Bankr. S.D. Ind. Case No. 09-14212
      Chapter 11 Petition filed September 27, 2009
         See http://bankrupt.com/misc/insb09-14212.pdf

In Re South Beach Restaurant Inc.
   Bankr. D. Ariz. Case No. 09-24135
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/azb09-24135.pdf

In Re Maxwell's Lounge & Restaurant Inc.
   Bankr. N.D. Calif. Case No. 09-49118
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/canb09-49118.pdf

In Re Dennis W. Maxwell
   Bankr. M.D. Fla. Case No. 09-21836
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/flmb09-21836.pdf

In Re Kevin John Byrnes
      Elizabeth Ann Byrnes
   Bankr. M.D. Fla. Case No. 09-08133
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/flmb09-08133.pdf

In Re The Blue Diamond Sports Entertainment Group
       dba Kooter Browns 98 West
   Bankr. N.D. Fla. Case No. 09-32017
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/flnb09-32017.pdf

In Re Riteway Logistics Inc
   Bankr. C.D. Ill. Case No. 09-72858
      Chapter 11 Petition filed September 28, 2009
         Filed as Pro Se

In Re Terry Lee Nelson
       dba Nelson Farms
       dba Cornerstone Transportation LLC
   Bankr. S.D. Ill. Case No. 09-32571
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/ilsb09-32571.pdf

In Re John Holt Trucking, LLC
   Bankr. W.D. La. Case No. 09-81281
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/lawb09-81281.pdf

In Re Paul L. Dervartanian
       dba Diversified Builders
   Bankr. D. Mass. Case No. 09-19171
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/mab09-19171.pdf

In Re Ivan Copney
       dba Copney Enterprises
   Bankr. W.D. N.C. Case No. 09-11065
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/ncwb09-11065.pdf

In Re The Vineyard Cafe, LLC
   Bankr. S.D. Ohio Case No. 09-16322
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/ohsb09-16322.pdf

In Re Craig Brown
   Bankr. E.D. Pa. Case No. 09-17285
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/paeb09-17285.pdf

In Re John J. Vestri
      Susan A. Vestri
       aka Susan A. Manaker
   Bankr. E.D. Pa. Case No. 09-17291
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/paeb09-17291.pdf

In Re Jose Gilberto Padilla-Bruno
      Mildred Candelario-Ortiz
   Bankr. D. P.R. Case No. 09-08107
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/prb09-08107.pdf

In Re Hilario Cruz Martinez
       dba Olive Hills Apartment
   Bankr. N.D. Tex. Case No. 09-36354
      Chapter 11 Petition filed September 28, 2009
         See http://bankrupt.com/misc/txnb09-36354.pdf

In Re 2414 N. Scottsdale Road, LLC
   Bankr. D. Ariz. Case No. 09-24330
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/azb09-24330.pdf

In Re Delmas Towers, LLC
   Bankr. N.D. Calif. Case No. 09-58312
      Chapter 11 Petition filed September 29, 2009
         Filed as Pro Se

In Re Harris, Ward & Webb Ellison Funeral Home, LLC
   Bankr. N.D. Ga. Case No. 09-85465
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/ganb09-85465.pdf

In Re Chad Heinen
      Kelly Heinen
   Bankr. W.D. La. Case No. 09-51378
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/lawb09-51378.pdf

In Re C.C.C.P., LLC
   Bankr. E.D. Mich. Case No. 09-70001
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/mieb09-70001.pdf

In Re EPets, Inc.
   Bankr. E.D.N.Y. Case No. 09-77362
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/nyeb09-77362.pdf

In Re Saratoga Country Kitchen, Inc.
   Bankr. E.D.N.Y. Case No. 09-48478
      Chapter 11 Petition filed September 29, 2009
         Filed as Pro Se

In Re SalAnna Realty, LP
   Bankr. E.D. Pa. Case No. 09-17333
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/paeb09-17333.pdf

In Re Precision Body Works, Inc.
   Bankr. M.D. Pa. Case No. 09-07577
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/pamb09-07577p.pdf
         See http://bankrupt.com/misc/pamb09-07577c.pdf

In Re Las Rosas Mexican Grill, LLC
   Bankr. S.D. Tex. Case No. 09-37166
      Chapter 11 Petition filed September 29, 2009
         See http://bankrupt.com/misc/txsb09-37166.pdf



                           *********

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 **