TCR_Public/091006.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, October 6, 2009, Vol. 13, No. 276

                            Headlines

ABITIBIBOWATER INC: Committee Deadline to Challenge Liens Extended
ABITIBIBOWATER INC: Has Third Amendment of Fairfax DIP Facility
ABITIBIBOWATER INC: Monitor Backs C615-Mil. Sale of Power Plant
ADVANSTAR INC: S&P Downgrades Corporate Credit Rating to 'SD'
ALANCO TECHNOLOGIES: Posts $5.4 Million Net Loss in Fiscal 2008

AMACORE GROUP: Vicis Capital Discloses 89.9% Stake
AMERICAN NATURAL ENERGY: Completes Debenture Repurchase
AMERICAN SHEETFED: Case Summary & 20 Largest Unsecured Creditors
AMERITYRE CORPORATION: Going Concern Doubt Raised Due to Losses
ANDOVER GOLF: Case Summary & 20 Largest Unsecured Creditors

ANTHRACITE CAPITAL: Misses Interest Payment on 2016 and 2036 Notes
ANTHRACITE CAPITAL: Issues Shares to Pay Down Note Obligations
APPLETON PAPERS: Completes Exchange Offers, Consent Solicitations
APPLETON PAPERS: S&P Raises Corporate Credit Rating to 'B'
ATLANTA RUG GALLERY: Case Summary & 10 Largest Unsecured Creditors

AVIS BUDGET: Closes $450 Million Term Asset-Backed Notes
BARRY's ARAMINGO: Case Summary & 39 Largest Unsecured Creditors
BASELINE OIL: Liquidating Plan Declared Effective
BASHAS' INC: Closing Threats Could Woo Better Deals from Landlords
BELDEN & BLAKE: Inks Fifth Amendment to Credit Agreement

BERNARD MADOFF: Trustee Says Charity Investor Was No Victim
BI-LO LLC: Has Non-Binding Deal to Sell to Delhaize for $425MM
BLOCKBUSTER INC: Moody's Upgrades Default Rating to 'Caa1'
BRUCE WALLER: Case Summary & 14 Largest Unsecured Creditors
BUD MONTGOMERY: Case Summary & 7 Largest Unsecured Creditors

CENTURY ALUMINUM: Moody's Changes Default Rating to 'Caa3/LD'
CERTENEJAS INCORPORADO: Case Summary & 14 Largest Unsec. Creditors
CHARTER COMM: Court Delays Ruling On Chapter 11 Plan
CHARTER COMM: Enters Into 2nd Amendment to Pacts With Noteholders
CHARTER COMM: Says Verizon Suit in Circuit Court Already Dismissed

CHARTER COMM: Launches ESPN360.com for Internet Customers
CHINA LOGISTICS: Amends 2009 Quarterly Report; 2008 Annual Report
CIT GROUP: Terms of Exchange offer for Unsecured Notes
CIT GROUP: Board's Plans May Spell End for CEO Peek
CIT GROUP: Bankr. Filing Could Give Goldman Sachs $1-Bil.

CIT GROUP: DBRS Downgrades Long-Term Debt Rating to 'C'
CIT GROUP: Exchange Offer Won't Affect S&P's 'SD' Rating
CITIGROUP INC: To Issue Four Series of Notes; Files Docs with SEC
COGECO CABLE: Fitch Affirms Issuer Default Rating at 'BB+'
COINSTAR INC: S&P Assigns 'BB' Rating on $200 Mil. Senior Notes

COOPER-STANDARD: CS Automotive Rehires 115 Workers at Mt. Sterling
COOPER-STANDARD: CSA Canada's Motion to Pay Monitor's Fees
COOPER-STANDARD: CSA Canada Wants Monitor's Activities Approved
CROWE MANUFACTURING: Files for Chapter 11 Bankruptcy Protection
DBSD NORTH AMERICA: Court Blocks Sprint's Bid to File Claims

DELPHI CORP: Set to Emerge from Chapter 11
DIAMOND OAKS: Has Until October 7 to File Schedules and Statements
DIAMOND OAKS: Meeting of Creditors Scheduled for October 23
DONALD RAY JONES: Case Summary & 20 Largest Unsecured Creditors
DRS INC: Donahue Assoc. Raises Going Concern Doubt Due to Losses

EASY STREET: Has until October 15 to File Schedules and Statements
EASY STREET: U.S. Trustee Sets Meeting of Creditors for October 8
EDG HOLDINGS: Has Until October 15 to File Schedules & Statement
EQUIPMENT FINDERS: Meeting of Creditors Scheduled for October 16
ESCADA AG: Herz Brothers Trims Holdings to Below 20%

ESCADA AG: U.S. Unit Opposes 717 GFC Lift Stay Request
ESCADA AG: U.S. Units Wants October 13 Deadline for Schedules
EXTENDED STAY: Ex-Judge Mabey, Examiner, to Tap Stutman Treister
EXTENDED STAY: Schedules of Assets & Liabilities
EXTENDED STAY: Statement of Financial Affairs

EXTENDED STAY: Starwood GRP Expresses Interest in $4.1-B Mortgage
EXTENDED STAY: Bank of America Disputes Alleged 'Scheme'
FIRSTFED FINANCIAL: Extends Tender Offer Deadlines to Oct. 15
FLEETPRIDE CORP: S&P Affirms Corporate Credit Rating at 'B'
FONTAINEBLEAU LV: Judge Cristol Pushes for Quick Sale of Project

FORD MOTOR: Ford, Lincoln and Mercury Q3 Sales Up 5%
FRANKLIN OAKS PARTNERS: Case Summary & 17 Largest Unsec. Creditors
FRONTIER AIRLINES: Connect Point Demands $400,000 for Product Cost
FRONTIER AIRLINES: Terminates Effectiveness of Employee Stock Plan
FRONTIER AIRLINES: Zurich & Salt Lake Dispute Assumption of Pacts

G-I HOLDINGS: Files Amended Joint Chapter 11 Plan
GALLERIA USA INC: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Asbestos Claimants Blast GM Unit's Bid For Stay
GENERAL MOTORS: Sales, Production Figures Released
GENTIUM SPA: Posts EUR488,000 Net Loss in Quarter Ended June 30

GFI AMERICA: Settles Insurance Spat to End Five Year Case
G-I HOLDINGS: Makes Minor Changes to Proposed Chapter 11 Plan
GLIMCHER REALTY: Terminates Sale of Lloyd Center Asset to Merlone
GOLDENS' FOUNDRY: Economic Woes Causes Ch 11 Bankruptcy Filing
GOLDENS' FOUNDRY: Case Summary & 20 Largest Unsecured Creditors

GORDON PROPERTIES LLC: Case Summary & 2 Largest Unsec. Creditors
GREEKTOWN HOLDINGS: Discovery on Competing Plans On-Going
GREEKTOWN HOLDINGS: Parties to Submit Pre-Confirmation Order
GREEKTOWN HOLDINGS: Proposes to Reject Miller Parking Co. Pact
GWENCO INC: Court Confirms Quest Minerals Unit's Ch. 11 Plan

HAWAII MEDICAL: Mulls Including Liliha Hospital Sale in Plan
HEALTHSOUTH CORP: Issues Warrants to Purchase 8.15MM Shares
HIGH MEADOWS APARTMENT: Case Summary & 9 Largest Unsec. Creditors
HIGHWOODS PROPERTIES: Fitch Affirms Preferred Stock Rating at BB+
HUDSON PRODUCT: Moody's Downgrades Corporate Family Rating to 'B3'

INTEGRATED SECURITY: Montgomery Coscia Raises Going Concern Doubt
JEFFERSON COUNTY: Alabama Candidates Urge Bankruptcy
KRATON POLYMERS: S&P Puts 'B-' Rating on CreditWatch Positive
LANDAMERICA FIN'L: Claim Settlements for Qrtr. Ended July 30
LEHMAN BROTHERS: PwC Offers Creditor Deals; Sees Payoffs by 2010

LENNY DYKSTRA: 1986 Championship Ring Sold for Over $56,000
LEVEL 3: Board Elects Rahul Merchant as Director
LEVEL 3: Sells $275MM in 7% Convertible Notes Due 2015
LEWIS EQUIPMENT: Has Until Oct. 19 to File Schedules & Statements
LEWIS EQUIPMENT: Meeting of Creditors Scheduled for October 21

LIFEMASTERS SUPPORTED: Section 341(a) Meeting Set for November 17
LIFEMASTERS SUPPORTED: Wants Schedules Filing Moved to October 29
LIGHTHOUSE FINANCIAL: Section 341(a) Meeting Set for October 15
LIGHTHOUSE FINANCIAL: Wants Schedules Filing Extended 'Til Oct. 12
MERRIAM POINTE: Files for Chapter 11 Bankruptcy Protection

MERRIFIELD TOWN: Involuntary Chapter 11 Case Summary
NATIONAL LAMPOON: Oct. 31 Balance Sheet Upside-Down by $1.0MM
NORTH AMERICAN: S&P Gives 'B+' Rating on $25 Mil. Senior Notes
NORTHFIELD LABORATORIES: Emerges From Chapter 11 Protection
NOVA BIOSOURCE: Court Approves Sale of Seneca Assets

NOVA BIOSOURCE: Court OKs Sale of Clinton County Assets
NPS PHARMACEUTICALS: Settles with Azimuth on Purchase of Shares
NPS PHARMACEUTICALS: Stratemeier Replaces Rackear as Gen. Counsel
PENN NATIONAL: Fontainebleau Project Won't Move Moody's Ratings
POMARE LTD: Emerges From Chapter 11 Bankruptcy

PROTOSTAR LTD: Files Chapter 11 Plan; Sales to Provide Funding
QUEST RESOURCE: Maturity of RBC Loan Extended to October 31
QUESTEX MEDIA: Files for Bankruptcy; May Sell Assets to Lenders
SALLY HOLDINGS: Moody's Gives Stable Outlook, Lifts Rating to 'B1'
SEAGATE TECHNOLOGY: S&P Gives Stable Outlook, Affirms 'BB-' Rating

SMURFIT-STONE: i2i Europe Sues to Enforce Non-Competition Deal
SMURFIT-STONE: Begins Omnibus Claims Objections
SMURFIT-STONE: U.S. Trustee & Unsec. Creditors Oppose Equity Panel
SMURFIT-STONE: Wants to Assume SAP America License Agreement
SP ACQUISITION: To Liquidate As Frontier Merger Cancelled

SPECTRUM BRANDS: Discontinues Growing Products Operations
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
SIMMONS CO: Says It Will 'Soon' File for Bankruptcy

TOPS HOLDING: Upsizing of Offering Won't Affect S&P's 'B' Rating
TRUMP ENTERTAINMENT: Donald Trump Squares Off With Bondholders
UAL CORP: Fitch Assigns 'C/RR6' Rating on $300 Mil. Senior Notes
WEST CORP: Public Offering of Stock Won't Affect S&P's 'B+' Rating
ZUFFA LLC: Moody's Assigns 'Ba3' Rating on $100 Mil. Senior Loan

VELOCITY EXPRESS: Gets Initial Approval to Use $14MM DIP Loan
VELOCITY EXPRESS: Taps Lowenstein Sandler as Counsel
VELOCITY EXPRESS: Pushes to Sell All Assets to ComVest for $9.7MM
WYOMING ETHANOL: Heyburn Unit Remains in Bankruptcy
XP ENTERTAINMNET: Blames Ch 11 Bankruptcy on Liquidity Issues

* Large Companies With Insolvent Balance Sheet

                            *********

ABITIBIBOWATER INC: Committee Deadline to Challenge Liens Extended
------------------------------------------------------------------
AbitibiBowater Inc. has approval from the U.S. and Canadian courts
of a US$270 million securitization program, which Citibank, N.A.
and Barclays Capital Inc., led as joint lead arrangers.  The
program provides the Company with the liquidity necessary to
conduct ongoing business operations during AbitibiBowater's
restructuring and allows the previously court-authorized sale of
receivables and related rights to continue.

AbitibiBowater also has approval to borrow and obtain extensions
of credit up to $360,000,000, under a Senior Secured Superpriority
Debtor-in-Possession Credit Agreement, dated as of April 21, 2009,
with Fairfax Financial Holdings Ltd. and Avenue Investments, L.P.,
as initial lenders, and Law Debenture Trust Company of New York,
as administrative and collateral agent.  The Debtors will use the
proceeds of the DIP Facility for (i) working capital, (ii) other
general corporate purposes, (iii) payment of related transaction
costs, fees and expenses, and (iv) costs associated with
administration of the Debtors' cases.

As previously reported, the Official Committee of Unsecured
Creditors of AbitibiBowater Inc. stipulated with the lender
parties an extension of the period, through September 25, 2009,
within which the Creditors' Committee may:

(i) assert a Lender Claim under the DIP Credit Agreement,
     pursuant to a stipulation with (x) Wachovia Bank, National
     Association, as agent under that a Credit Agreement dated
     May 31, 2006, as amended, (y) the Bank of Nova Scotia, as
     administrative agent, under the Credit Agreement, and (z)
     Law Debenture Trust Company of New York, as administrative
     agent and collateral agent under the DIP Loan Agreement;
     and

(ii) challenge the stipulations, admissions and releases in the
     Final Securitization Order, solely as they relate to the
     ACCC Term Loan Creditors and ACCC Term Loan Credit
     Documents, pursuant to a stipulation with Wells Fargo
     Bank, National Association, as successor administrative
     agent, under and on behalf of the lenders party to a
     credit agreement dated as of April 1, 2008.

Subsequently, the Creditors Committee entered into separate
amended agreements with the lender parties to extend the
Investigation Deadline from September 25, 2009, to:

  * October 26, 2009, as it relates to the Wells Fargo Bank
    Stipulation; and

  * November 9, 2009, as it relates to the Stipulation involving
    Wachovia Bank, Bank of Nova Scotia, and Law Debenture.

Judge Carey approves the Amended Stipulations embodying the
Investigation Deadline Extensions.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Has Third Amendment of Fairfax DIP Facility
---------------------------------------------------------------
AbitibiBowater Inc., Bowater Incorporated, Bowater Canadian
Forest Products Inc., as borrowers, Law Debenture Trust Company
of New York, as Administrative Agent, and a syndicate of lenders
under the Senior Secured Superpriority Debtor-in-Possession
Credit Agreement dated as of April 21, 2009, as amended, informed
Chief Judge Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware on September 28, 2009, that they
entered into a third amendment to the DIP Credit Agreement to
reflect transactions relating to:

  -- a Prepetition Proceeds Sharing Agreement between Bowater
     Canada and Smurfit-Stone Container Corporation, pursuant to
     which Smurfit will pay Bowater Canada a portion of proceeds
     arising from the disposition of certain timberlands; and

  -- a stipulation, which provides that the Debtors consent to
     Wachovia Bank N.A. debiting Bowater's accounts to
     reimburse drawings made under a Letter of Credit for
     payments pursuant to the Indenture of Trust, dated as of
     June 1, 1999, with respect to Bowater's obligations under
     Tax-Exempt Adjustable Mode Solid Waste Disposal Facilities
     Revenue Bonds Series 1999 issued by McMinn County,
     Tennessee.

As previously reported, Judge Carey authorized the Debtors to
perform under a letter agreement with Smurfit-Stone in relation
to the Proceeds Sharing Arrangement.  The Court also approved the
Stipulation between the Debtors and Wachovia Bank.

The Third Amended DIP Credit Agreement, dated August 31, 2009,
specifically provides that:

  (1) Section 5.02(g)(iii) of the DIP Credit Agreement, which
      relates to investment in foreign sales offices, as defined
      under the Agreement will be governed by certain conditions
      relating to "(D) any Credit Party in any non-Credit Party
      foreign sales office to the extent that [certain]
      investments are used to fund the reasonable expenses of
      one or more sales offices of [the] non-Credit Party in the
      ordinary course of business consistent with past practice
      and not to exceed US$2,000,000 in the aggregate in any
      calendar year."

  (2) The Lenders consent to the consummation of the Smurfit
      Transaction by Bowater Canada, and waive:

      * Section 5.02(h) of the Credit Agreement to the extent
        that it would prohibit the Smurfit Transaction as an
        Asset Disposition; and

      * Section 2.04(i) of the Credit Agreement to the extent
        that it would require the Net Cash Proceeds received by
        Bowater Canada in connection with the Smurfit
        Transaction to be used to make a mandatory prepayment
        of the Advances.

        However, Bowater Canada may not transfer any of the
        Proceeds to AbitibiBowater and the Borrowing
        Subsidiaries, unless the Subsidiary is a subsidiary of
        Bowater Canada.  In the event Bowater Canada seeks
        approval from the Bankruptcy Court or from Honorable Mr.
        Justice Clement Gascon, J.S.C., of the Superior Court
        Commercial Division for the District of Montreal in
        Quebec, Montreal, Canada, to permit Bowater Canada to
        pay a fee to Scotia or any lender in connection with any
        consensual agreement, Bowater Canada will also seek
        approval from the Courts to pay the Agent for the
        account of the Lenders an amount equal to the "Consent
        Fee," as defined in the Smurfit Transaction.

  (3) The Lenders consent to Wachovia debiting Bowater's
      accounts maintained at Wachovia to reimburse drawings made
      under the Letter of Credit for the payment of regularly
      scheduled quarterly interest payable pursuant to the
      Indenture, in an aggregate amount not to exceed
      US$l,000,000 in any 12-month period.

Except as is required in connection with the Debtors' Chapter 11
cases, neither authorization or approval by, nor notice to or
filing with, any governmental authority or regulatory body is
required for (i) the due execution, delivery and performance by
the Borrowers of the Third Amended DIP Credit Agreement, or (ii)
the perfection of or the exercise by the Agent or any Lender of
their rights and remedies under the Loan Documents.

No Default or Event of Default, as defined in any Loan Document,
has occurred and is continuing or would result from the
Borrowers' performance of their obligations under the Third
Amended DIP Credit Agreement.

To recall, the Debtors' DIP Credit Agreement was first amended on
June 5, 2009, to (i) correct the minimum base rate from 2.50%
per annum to 4.50% per annum, (ii) modify the calculation of the
fixed charge coverage ratio required to be maintained by Bowater
and the guarantors under the Credit Agreement, (iii) amend the
definition of consolidated EBITDA, (iv) permit additional debt
owed by Calhoun Newsprint Company to one or more Bowater
entities, (v) extend the time available to appoint a Chief
Restructuring Officer, (vi) extend the time to obtain private
debt ratings from Moody's and Standard & Poor's on the loans
under the term loan facility provided pursuant to the Credit
Agreement, and (vii) provide the mortgages and other
documentation with respect to certain properties.

The DIP Credit Agreement was further amended on June 24, 2009, to
provide that, among other things, (i) Bowater Canada Finance
Corporation will not be subject to any liens, claims DIP
Superpriority Claims and claims relating to the provision of
adequate protection, (ii) the Debtors are prohibited from
transferring any Cash Collateral to BCFC, and (iii) BCFC will be
deemed excluded from the "Bowater Debtors" and will not be a
guarantor of the DIP Obligations.

A full-text copy of the Third Amendment to the DIP Credit
Agreement is available for free at:

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

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Monitor Backs C615-Mil. Sale of Power Plant
---------------------------------------------------------------
To recall, after engaging in negotiations since March 2009,
AbitibiBowater has struck a deal for the sale of its 335-megawatt
Manicouagan power plant in Quebec to a joint venture formed by
Hydro-Quebec and Alcoa Inc. for C$615 million.  The deal
contemplates the transfer of AbitibiBowater's 60% interest in the
power plant to Quebec's public utility, Hydro-Quebec; while the
remaining 40% of the hydro asset will be held by Alcoa.

Ernst & Young, Inc., the Court-appointed monitor in the Canadian
proceedings of AbitibiBowater Inc.'s units under the Companies'
Creditors Arrangement Act in Canada, submitted to Mr. Justice
Gascon a 16th report detailing the sale transaction of Abitibi
Consolidated Company of Canada's 60% indirect interest in the 335-
megawatt McCormick Hydroelectric facility, owned and operated by
Manicouagan Power Company in Quebec, to a joint venture formed by
Hydro-Quebec and Alcoa Inc.

A letter of intent was executed with Hydro-Quebec on February 19,
2009, which provides for the sale of the ACCC MPCo Interest for
gross proceeds of C$615 million and an exclusivity period in
favor of Hydro-Quebec until March 23, 2009.

The ACCC MPCo Sale was determined to be necessary following a
comprehensive review of the CCAA Applicants' combined operations
to reduce costs, improve profitability and generate liquidity.
The Applicants decided to dispose of certain non-core assets,
including the ACCC MPCo Interest, according to E&Y Vice President
Alex Morrison.

Mr. Morrison notes that the Proposed Transactions contemplate
these relevant terms, among other things:

   (i) ACCC will acquire Alcoa's 40% interest in MPCo in
       exchange for a promissory note;

  (ii) MPCo will be wound up into ACCC;

(iii) ACCC will cause all of the assets and liabilities of MPCo
       to be transferred to a newly-formed Quebec limited
       partnership or the "New LP";

  (iv) An unlimited liability company will be formed and will be
       the general partner of New LP holding a 0.001 % interest
       in the New LP.  ACCC will become the 99.999% limited
       partner of New LP;

   (v) ACCC will sell to Hydro-Quebec a 59.9994% interest in New
       LP and its rights in the MPCo power purchase agreements
       for gross proceeds of C$615 million;

  (vi) ACCC will repay the promissory note issued to Alcoa by
       way of a transfer of a 39.9996% interest in New LP to
       Alcoa; and

(vii) ACCC will transfer a 60% and 40% interest to Hydro-Quebec
       and Alcoa for nominal consideration.

With respect to the payments, the Transaction contemplates that:

    -- C$25 million will be paid at closing to Alcoa for tax
       liabilities arising from the Transactions;

    -- approximately C$31 million will be held by Hydro-Quebec
       for two years to secure indemnifications to be provided
       to Hydro-Quebec under an acquisition agreement to be
       entered into with Hydro-Quebec;

    -- certain interparty accounts will be settled;

    -- a C$282.3 million ULC Reserve, primarily to guarantee
       potential pension and tax liabilities, will be held by
       the Monitor in trust pending further orders of the CCAA
       Court; and

    -- as provided for in the ACI DIP Agreement, the ACI
       DIP Facility will be repaid.

Upon an analysis of the Transaction, E&Y has concluded that:

  * the Purchase Price for the ACCC MPCo Interest appears to be
    fair and reasonable;

  * the completion of the Transactions under the Proposed Sale
    will allow the CCAA Applicants to repay the ACI DIP Facility
    in accordance with the ACI DIP Agreement on a timely basis;

  * the Transactions will generate estimated net proceeds before
    holdbacks and reserves of approximately C$547.9 million, of
    which up to C$97.2 million will be used to repay the ACI DIP
    Facility; and

  * the MPCo Share Proceeds will be subject to the MPCo
    Noteholders Charge for the benefit of the Senior Secured
    Noteholders.

Accordingly, E&Y recommends that Mr. Justice Gascon approve the
proposed ACCC MPCo Sale.

A full-text copy of E&Y's 16th Monitor's Report is available at
no charge at http://bankrupt.com/misc/CCAA_16thMonitorReport.pdf

                     About AbitibiBowater Inc.

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

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

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

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

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


ADVANSTAR INC: S&P Downgrades Corporate Credit Rating to 'SD'
-------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on trade show operator and publisher Advanstar Inc.
to 'SD' from 'CCC' following the company's announcement that it
has completed an equity for debt exchange.  In addition, S&P
lowered the issue-level rating on the company's second-lien debt
to 'D' from 'CC.' S&P placed its rating on the company's first-
lien debt on CreditWatch with positive implications.

"The corporate credit rating and second-lien rating downgrades
reflect the company's announcement that it has completed a
restructuring of a portion of its debt, reducing total debt by
$385 million," said Standard & Poor's credit analyst Tulip Lim.

S&P has deemed the transaction as distressed and, thus, tantamount
to a default as per Standard & Poor's criteria.  S&P has taken
this view because both second-lien and mezzanine debt has been
exchanged for equity rather than being repaid according to
original terms.  Unsecured subordinated debtholders did not
receive any consideration as part of the restructuring.

The rating on the first-lien debt was placed on CreditWatch with
positive implications indicating that the rating could be raised
following S&P's review of the company and its new capital
structure.

Revenue and EBITDA declined 29% and 66% in the second quarter
because of the weak economy, soft advertising demand, and expenses
related to the debt restructuring.  Debt to EBITDA was high for
the last 12 months ended June 30, 2009, at roughly 16x and will
remain high pro forma for the restructuring at approximately 9x.
Lease-adjusted coverage of cash interest was fractional at 0.6x,
but unadjusted coverage of cash interest was roughly 1x for the 12
months ended June 30, 2009.

The CreditWatch placement of the first-lien issue-level rating
reflects the possibility that following S&P's review of the
company's business prospects, new capital structure, cash flow,
and liquidity profile, S&P could raise the corporate credit rating
above 'CCC' and subsequently raise the issue-level rating on the
first-lien debt.


ALANCO TECHNOLOGIES: Posts $5.4 Million Net Loss in Fiscal 2008
---------------------------------------------------------------
Alanco Technologies, Inc., posted a net loss of $5,448,500 for
fiscal year ended June 30, 2009, compared with a net loss of
$7,309,100 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $26,718,800, total liabilities of $11,735,400 and stockholders'
equity of $14,983,400.

On Sept. 28, 2009, Semple, Marchal & Cooper, LLP, in Phoenix,
Arizona, expressed substantial doubt about Alanco Technologies,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for fiscal years ended June 30,
2009, and 2008.  The auditor noted that the Company suffered
recurring losses from operations, anticipates additional losses in
the next year, and has insufficient working capital as of June 30,
2009, to fund the anticipated losses.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4644

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.
(Nasdaq: ALAN) -- http://www.alanco.com/-- is a provider of
wireless tracking and asset management solutions through its
StarTrak Systems and Alanco/TSI PRISM subsidiaries.


AMACORE GROUP: Vicis Capital Discloses 89.9% Stake
--------------------------------------------------
Vicis Capital LLC disclosed holding 1,222,452,654 shares or
roughly 89.9% of the Class A common stock of The Amacore Group,
Inc.

All 1,222,452,654 shares are held directly by Vicis Capital Master
Fund, for which Vicis acts as investment advisor.   Vicis may be
deemed to beneficially own the 1,222,452,654 shares within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, by virtue of the voting and dispositive power over the
shares granted by the Fund to Vicis.

The Fund previously acquired (1) 891,306,950 shares of Common
Stock; (2) 1,200 shares of the Company's Series G Convertible
Preferred Stock convertible into 2,400,000 shares of Common Stock;
(3) 400 shares of the Company's Series H Convertible Preferred
Stock convertible into 800,000 shares of Common Stock; (4) 1,650
shares of the Company's Series I Convertible Preferred Stock
convertible into 3,300,000 shares of Common Stock; (5) 450 shares
of the Company's Series L Convertible Preferred Stock convertible
into 450,000,000 shares of Common Stock; (6) a warrant to purchase
50,625,000 shares of Common Stock -- W-09-02 Warrant; and (7)
additional warrants to purchase 298,525,000 shares of Common
Stock.

On August 26, 2009, the Fund acquired, in an open-market purchase,
10,000 shares of Common Stock for a purchase price of $0.037 per
share.  During the last 60 days, the Fund has not acquired any
other shares of Common Stock.   As a result of such purchase on
August 26, 2009, the Fund holds 891,316,950 shares of Common
Stock.

On September 21, 2009, Vicis, on behalf of the Fund, and the
Company orally committed for the Fund to purchase 600 shares of a
series of the Company's convertible preferred stock to be
convertible into 600,000,000 shares of Common Stock, and a warrant
to purchase an aggregate of 67,500,000 shares of Common Stock at
an initial exercise price of $0.375 per share, for an aggregate
purchase price of $6 million.

Vicis anticipates that the convertible preferred stock will
consist of shares of Series L Preferred Stock or a series of the
Company's convertible preferred stock having terms substantially
similar to that of the Series L Preferred Stock.  While the Fund
and the Company have not yet executed any definitive documents
with respect to this oral commitment, in anticipation of
successfully negotiating and executing such definitive documents
the Fund paid the $6 million purchase price to the Company on
September 21, 2009.  No shares of such convertible preferred stock
and no such warrant have yet been issued to the Fund, and Vicis
does not expect such shares or such warrant to be issued to the
Fund until Vicis, on behalf of the Fund, and the Company have
agreed upon and executed definitive documents.

As the sole holder of the Series I Preferred Stock of the Company,
the Fund has the right to nominate and elect two members to the
Company's board of directors.  Vicis, as investment advisor to the
Fund, has voting authority over the Fund's shares of Series I
Preferred Stock.  To implement the Fund's right to elect two
members of the Company's board of directors, Vicis has elected.
Shad Stastney and Chris Phillips to the Company's board of
directors.

Mr. Stastney is the Chief Operating Officer and Head of Research
for Vicis Capital LLC, a company he jointly founded in 2004.  Mr.
Stastney also jointly founded Victus Capital Management LLC in
2001.  From 1998 through 2001, Mr. Stastney worked with the
corporate equity derivatives origination group of Credit Suisse
First Boston, eventually becoming a Director and Head of the
Hedging and Monetization Group, a joint venture between
derivatives and equity capital markets. In 1997, he joined Credit
Suisse First Boston's then-combined convertible/equity derivative
origination desk.  From 1994 to 1997, he was an associate at the
law firm of Cravath, Swaine and Moore in New York, in their tax
and corporate groups, focusing on derivatives. He graduated from
the University of North Dakota in 1990 with a B.A. in Political
Theory and History, and from the Yale Law School in 1994 with a
J.D. degree focusing on corporate and tax law. Mr. Stastney is
currently a director of The Amacore Group, Inc., Ambient
Corporation, China New Energy Group Company and Master Silicon
Carbide Industries, Inc.

Mr. Phillips has been a managing director for Vicis Capital LLC
since February 2008.  From 2004 through January 2008, Mr. Phillips
served as President and CEO of Apogee Financial Investments, Inc.,
a merchant bank that owns 100% of Midtown Partners & Co., LLC, a
FINRA-licensed broker-dealer. From 2000 through January 2008, he
also served as managing member of TotalCFO, LLC, which provides
consulting and CFO services to a number of public and private
companies and high net worth individuals.  From November 2007
through January 2008 Mr. Phillips served as the CEO and Chief
Accounting Officer of OmniReliant Holdings, Inc. (OTCBB: ORHI).
Mr. Phillips received a B.S. in Accounting and Finance and a
Masters of Accountancy, with a concentration in Tax, both from the
University of Florida.  Mr. Phillips is a Florida CPA, and is
currently a director of The Amacore Group, Inc., Brookside
Technology Holdings Corp., OmniReliant Holdings, Inc., Precision
Aerospace Components, Inc., MDwerks, Inc, and a number of private
companies.

Vicis and representatives of Vicis and the Fund have had
discussions with senior management of the Company and may in the
future have such discussions concerning ways in which the Company
could maximize shareholder value.

                        About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

Amacore Group posted a net loss of $905,276 for the three months
ended June 30, 2009, from a net loss of $5,322,596 for the same
period in 2008.  The Company posted net income of $951,146 for the
six months ended June 30, 2009, from a net loss of $18,673,719 for
the same period a year ago.

At June 30, 2009, the Company had $18,535,952 in total assets
against $21,828,742 in total liabilities, resulting in $3,292,790
in stockholders' deficit.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMERICAN NATURAL ENERGY: Completes Debenture Repurchase
-------------------------------------------------------
American Natural Energy Corporation said October 1 it completed
the repurchase of the outstanding 8% Secured Debenture debt and
accrued interest totaling $3.7 million, previously announced on
July 23, 2009.

Since completing a $2 million private placement of common shares
in July 2009 and the completion of the transaction, ANEC has
retired a total of $10.825 million in secured debentures,
eliminated approximately $2.9 million in accrued interest and
approximately $2.2 million in accounts payable and accrued
liabilities and assumed operations of its Bayou Couba field.

Since assuming operations of the Bayou Couba field, daily
production has been increased to approximately 150 barrels of oil
per day with the implementation of field operating efficiencies.
ANEC plans to commence recompletion of behind pipe zones in 3
wells during October and to commence development drilling
opportunities before the end of the year.

Tulsa, Oklahoma-based American Natural Energy Corporation (TSX
Venture: ANR.U) is an independent exploration and production
company with operations in St. Charles Parish, Louisiana.

As of June 30, 2009, ANEC had total assets of $3,313,407 and total
liabilities of $23,467,408.

The Company has said it currently has a severe shortage of working
capital and funds to pay its liabilities.  The Company's
debentures in the amount of $10,825,000 which were due on
September 30, 2006, have been in default since that time.  As of
August 7, 2009, certain debentures have been re-purchased and the
remainder of the debentures has agreed upon repurchase terms.

As of June 30, 2009, interest in the amount of $2,815,000 on the
debentures had accrued and was unpaid when due.  The Company has
no current borrowing capacity with any lender.  The Company
incurred a net loss of $1,908,000 for the six months ended
June 30, 2009.  The Company has sustained substantial losses
during the years ended December 31, 2008, and December 31, 2007,
totaling roughly $61,000 and $3.2 million, respectively, and
has a working capital deficiency and an accumulated deficit at
June 30, 2009, which leads to substantial doubt concerning the
ability of the Company to meet its obligations as they come due.
The Company also has a need for substantial funds to develop its
oil and gas properties and repay borrowings as well as to meet its
other current liabilities.


AMERICAN SHEETFED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Sheetfed, Inc.
           dba American Cards International
           dba Amerigroup, Inc.
        355 East North Ave.
        Carol Stream, IL 60188

Bankruptcy Case No.: 09-36916

Chapter 11 Petition Date: October 2, 2009

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

Judge: Susan Pierson

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: rbenjamin@querrey.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
$1,392,462, and total debts of $3,306,993.

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/ilnb09-36916.pdf

The petition was signed by Jordan D. Mann, president of the
Company.


AMERITYRE CORPORATION: Going Concern Doubt Raised Due to Losses
---------------------------------------------------------------
HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Amerityre Corporation's ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended June 30, 2009, and 2008.
The auditor noted that the Company suffered recurring losses from
operations that have resulted in an accumulated deficit.

The Company's ability to continue as a going concern is dependent
upon its ability to successfully accomplish the business plan, and
attain profitable operations.

The Company's balance sheet at June 30, 2009, showed total assets
of $2,871,061, total liabilities of $1,028,650 and a stockholders'
equity of $1,842,411.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $3,623,899 compared with a net loss of $4,223,424 for the same
period in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4609

Amerityre Corporation (NASDAQ:AMTY) is engaged in the research and
development of technologies related to the formulation of
polyurethane compounds and the manufacturing process for producing
tires from polyurethane.  The Company's polyurethane material
technology is based on two formulations: the closed-cell
polyurethane foam, which is a lightweight material with high load-
bearing capabilities for light-use applications, and Elastothane,
a polyurethane elastomer with high load-bearing capabilities
suitable for heavy-use applications.  The Company is developing
tires and treads for tires using Elastothane for a range of
applications.


ANDOVER GOLF: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Andover Golf and Country Club, Inc.
        3450 Todds Road
        Lexington, KY 40509

Bankruptcy Case No.: 09-53193

Chapter 11 Petition Date: October 2, 2009

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

Judge: Chief Judge Joseph M. Scott, Jr.

Debtor's Counsel: Jamie L. Harris, Esq.
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: jharris@wisedel.com

                  Tracey N. Wise, Esq.
                  Wise DelCotto PLLC
                  200 N Upper St
                  Lexington, KY 40507-1300
                  Tel: (859) 231-5800
                  Email: wisebk@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
$1,595,524, and total debts of $3,884,769.

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/kyeb09-53193.pdf

The petition was signed by Rick McClure, president of the Company.


ANTHRACITE CAPITAL: Misses Interest Payment on 2016 and 2036 Notes
------------------------------------------------------------------
Anthracite Capital, Inc., on September 30, 2009, did not make
interest payments due on that date on its outstanding $25 million
aggregate principal amount of 7.20% Senior Notes due 2016 and
$15.5 million aggregate principal amount of Junior Subordinated
Notes due 2036 related to Anthracite Capital Trust III.  Under the
indentures governing both notes, the failure to make an interest
payment is subject to a 30-day cure period before constituting an
event of default.

Pursuant to amendments to the Company's secured facilities with
Bank of America, Deutsche Bank and Morgan Stanley, which became
effective in May 2009, the Company is required to make payments to
reduce the principal balances under those secured facilities by
certain specified amounts as of the end of each quarter,
commencing for the quarter ended September 30, 2009.  The Company
did not meet all the aforementioned principal paydown requirements
for certain secured lenders on September 30, 2009.  The Company
has 90 days to cure such shortfall or an event of default would
occur.

In addition, the Amendments provide that the secured lenders
receive a security interest in all of the Company's unencumbered
assets.  The cash flows generated by the bulk of the formerly
unencumbered assets are deposited monthly into a cash management
account that is available for use by the Company for its
operations pursuant to a prescribed budget, subject to (i) the
absence of any defaults under those secured facilities and (ii)
the cure of any outstanding deficiency in the required reductions
of the principal balance of any of those secured facilities.  In
such event, the cash management account proceeds must be used to
pay down the relevant secured lender's debt until the deficiency
has been cured.

On September 30, 2009, the Company made interest payments,
originally due and payable on September 1, 2009, on its
outstanding $39.0 million aggregate principal amount of 11.75%
Convertible Senior Notes due 2027.  Since May 2009, the Company
completed a number of privately negotiated exchanges in which the
Company issued approximately 15 million shares of its common stock
in exchange for $41.0 million aggregate principal amount of
Convertible Notes pursuant to Section 3(a)(9) of the Securities
Act of 1933.  Certain holders in these exchanges released the
Company from all obligations to pay to them principal, interest
(including any accrued and unpaid interest) and other payments on
their exchanged Convertible Notes.  By completing these exchanges,
the Company was released from paying approximately $2.0 million of
accrued and unpaid interest on the exchanged Convertible Notes
that it otherwise would have been required to pay on September 30,
2009, if such Convertible Notes had remained outstanding.

                     Going Concern Doubt

After auditing the Company's 2008 report on Form 10-K, the
Company's independent registered public accounting firm issued an
opinion saying that the uncertainty relating to the outcome of the
Company's ongoing negotiations with its lenders have raised
substantial doubt about the Company's ability to continue as a
going concern.  The Company obtained agreements from its secured
credit facility lenders on March 17, 2009, that the going concern
reference in the independent registered public accounting firm's
opinion to the consolidated financial statements was waived.

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

At June 30, 2009, the Company's balance sheet showed total assets
of $2.74 billion, total liabilities of $2.198 billion, resulting
to a stockholders' equity of $504.67 million.


ANTHRACITE CAPITAL: Issues Shares to Pay Down Note Obligations
--------------------------------------------------------------
Anthracite Capital, Inc., on September 24, 2009, issued an
aggregate of 3,315,000 shares of its common stock, par value
$0.001 per share, in exchange for $6,630,000 aggregate principal
amount of its 11.75% Convertible Senior Notes due 2027 pursuant to
separate, privately negotiated exchange agreements entered into on
September 23, 2009 between the Company and holders of the Notes.

On September 25, 2009, the Company issued an aggregate of
2,700,000 shares of Common Stock in exchange for $5,400,000
aggregate principal amount of Notes pursuant to separate,
privately negotiated exchange agreements entered into on
September 24, 2009, between the Company and holders of the Notes.

In each of the transactions, the shares of the Company's common
stock were issued in reliance upon the exemption set forth in
Section 3(a)(9) of the Securities Act of 1933 for securities
exchanged by the issuer and an existing security holder where no
commission or other remuneration is paid or given directly or
indirectly by the issuer for soliciting such exchange.

                     Going Concern Doubt

After auditing the Company's 2008 report on Form 10-K, the
Company's independent registered public accounting firm issued an
opinion saying that the uncertainty relating to the outcome of the
Company's ongoing negotiations with its lenders have raised
substantial doubt about the Company's ability to continue as a
going concern.  The Company obtained agreements from its secured
credit facility lenders on March 17, 2009, that the going concern
reference in the independent registered public accounting firm's
opinion to the consolidated financial statements was waived.

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

At June 30, 2009, the Company's balance sheet showed total assets
of $2.74 billion, total liabilities of $2.198 billion, resulting
to a stockholders' equity of $504.67 million.


APPLETON PAPERS: Completes Exchange Offers, Consent Solicitations
-----------------------------------------------------------------
Appleton Papers Inc. said September 30 it has successfully
completed its private offers to exchange its outstanding 8.125%
Senior Notes due 2011 and 9.75% Senior Subordinated Notes due 2014
for new 11.25% Second Lien Notes due 2015.

As of September 25, 2009, Appleton had received tenders of old
notes representing approximately 84% of the outstanding aggregate
principal amount of the 8.125% Senior Notes due 2011 and
approximately 77% of the outstanding aggregate principal amount of
the 9.75% Senior Subordinated Notes due 2014.  In exchange for the
tendered old notes, Appleton has issued new notes in an aggregate
principal amount of $161,766,000.  The successful exchange extends
Appleton's debt maturity profile and reduces Appleton's balance
sheet leverage.

In conjunction with each exchange offer, Appleton also solicited
consents to amend each of the indentures governing the old notes
to eliminate certain provisions, including substantially all
restrictive covenants, to eliminate certain events of default and
to eliminate or modify related provisions.

On September 10, 2009, Appleton, the guarantors of the old notes
and U.S. Bank National Association, as trustee, executed
supplemental indentures giving effect to the proposed amendments.
Upon acceptance for exchange by Appleton of the tendered old
notes, the supplemental indentures giving effect to the proposed
amendments became operative with respect to each of the indentures
governing the old notes.

Broadpoint.Gleacher acted as dealer manager in connection with the
offers.

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

                       Distressed Exchange

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

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

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

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

                        About Appleton Papers

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


APPLETON PAPERS: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Appleton, Wisconsin-based specialty paper manufacturer
Appleton Papers Inc. to 'B' from 'SD'.  The outlook is stable.

In addition, S&P assigned a 'CCC+' issue-level rating (two
notches below the corporate credit rating) to the company's new
$162 million second-lien secured notes due 2015, in line with
S&P's stated expectations in the research update published on
Aug. 18, 2009.  The recovery rating is '6', which indicates
expectations of negligible (0% to 10%) recovery in the event of a
payment default.

"The rating upgrade follows the conclusion of S&P's review of
Appleton's new capital structure following the recent settlement
of its debt exchange offer," said Standard & Poor's credit analyst
Andy Sookram.  S&P had viewed the debt exchange offer as being
tantamount to default given the company's stressed and highly
leveraged financial risk profile and S&P's concerns on its ability
to service its capital structure in the challenging operating
environment.  The postexchange capital structure reflects
approximately $162 million in 2015 debt maturities, about
$35 million less in total outstanding debt, and increased near-
term financial flexibility through greater cushion under existing
financial covenants.  Given lower outstanding debt levels, S&P's
expectation that demand will improve over the next several
quarters, and realized benefits from cost-savings initiatives, S&P
expects total adjusted debt to EBITDA to improve to the 5.5x-6x
area at year-end 2009 from its pro forma June 2009 level of about
8.5x.  In addition, S&P expects interest coverage to increase to
around 2.3x from 1.3x over the same timeframe.

The stable rating outlook reflects the company's improved
financial flexibility due to lower debt balances and wider cushion
under financial covenants following the completion of the debt
exchange transaction.  S&P thinks credit measures will improve
over the next few quarters, given a modest pick-up in demand and
benefits from cost savings initiatives.  Specifically, S&P expects
that the gradually recovering U.S. economy and a seasonal uptick
in demand will lead to sequential improvement in sales volume in
the next few quarters.  In addition, S&P forecast operating
margins of around 11% and debt to EBITDA in the mid-5x area over
the next several quarters.

S&P could revise the outlook to negative or lower the ratings if
market conditions deteriorate because of a decline in the U.S.
economy, resulting in debt to EBITDA of greater than 6x on a
sustained basis, tight cushion under financial covenants, and a
decline in liquidity.

S&P could revise the outlook to positive if end-market demand
improves considerably, resulting in higher sales volumes without
any significant run-up in input costs or decline in selling
prices.  Then, in S&P's estimates, the company would generate
EBITDA growth in the 10%-15% range and better-than-expected free
cash flow, which S&P expects would be used for debt reduction.
Specifically, S&P would consider a positive outlook if debt
leverage were to improve and be maintained below 5x on a sustained
basis.


ATLANTA RUG GALLERY: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Atlanta Rug Gallery, Inc.
        752 Miami Circle NE
        Atlanta, GA 30324

Case No.: 09-86091

Type of Business: The Debtor operates a carpet and rug dealing
business.

Chapter 11 Petition Date: October 4, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
            300 Galleria Parkway, N.W., Suite 960
            Atlanta, GA 30339
            Tel: (770) 984-2255
            Fax: (770) 984-0044
            Email: pmarr@mindspring.com

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

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

The petition was signed by Mohamad Gavahi, the company's CEO.

Debtor's List of 10 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Mehmet Topcu-Otantik Hali      Supplier               $235,000

Keyvonpour & Ghasemlo          Supplier               $145,000

F. Rabbani                     Supplier               $121,000

Georgia Department of Revenue  Sales tax              $119,711

Kashmir Art                    Supplier               $75,076

Fulton County Tax              Property tax           $43,297

Internal Revenue Service       Form 941               $29,941

Fulton County Tax              Property tax           $26,307

Capital One Bank               Corporate credit       $2,264
                               card account

Internal Revenue Service       Form 1120              $1,820


AVIS BUDGET: Closes $450 Million Term Asset-Backed Notes
--------------------------------------------------------
Avis Budget Group, Inc., said its Avis Budget Rental Car Funding
(AESOP) LLC subsidiary closed its $450 million Series 2009-2
asset-backed term notes on October 1, 2009.  The 5.68% notes were
priced to yield 5.75%, have an expected final payment date in
February 2013 and are rated Aaa by Moody's Investors Service.

The Series 2009-2 Notes were issued under the Series 2009-2
Supplement, dated October 1, 2009, between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee and as
Series 2009-2 Agent, to the Second Amended and Restated Base
Indenture dated as of June 3, 2004, as amended, between the
Company and The Bank of New York Mellon Trust Company, N.A., as
trustee.

The Series 2009-2 Notes are secured under the Base Indenture
primarily by vehicles in Avis' domestic fleet and other related
assets.

"We are pleased to be seeing continued strong investor interest in
Avis Budget's securitization program, with this offering well
over-subscribed," said David B. Wyshner, Avis Budget Group
Executive Vice President and Chief Financial Officer.  "Between
this transaction and the $450 million ABS issue we completed in
July, we have refinanced almost all of the $1 billion of domestic
ABS term debt maturities scheduled for 2010."

Based on the Company's current fleet composition, the notes are
expected to provide the Company with an advance rate of more than
60% on applicable collateral.

The Series 2009-2 Notes have not been and will not be registered
under the Securities Act of 1933, as amended, or any applicable
state securities laws, and may not be offered or sold in the
United States without registration under the Securities Act or
pursuant to any applicable exemption from such registration.

                      About Avis Budget Group

Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

                           *     *     *

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


BARRY's ARAMINGO: Case Summary & 39 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barry's Aramingo, Inc.
        2330 Aramingo Avenue, 1894 Hood Lane
        Philadelphia, PA 19125

Bankruptcy Case No.: 09-17528

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Chief Judge Stephen Raslavich

Debtors' Counsel: Jeffrey D. Servin, Esq.
                  1500 Market Street
                  12th Floor, East Tower
                  Philadelphia, PA 19102
                  Tel: (215) 665-1212
                  Fax: (215) 654-0357
                  Email: jdservin@comcast.net

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

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

A list of the Debtor's 39 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/paeb09-17528.pdf

The petition was signed by Barry I. Appaelbaum, president of the
Company.


BASELINE OIL: Liquidating Plan Declared Effective
-------------------------------------------------
BankruptcyData reports that Baseline Oil & Gas announced that its
Prepackaged Plan of Reorganization, confirmed by the Court on
September 25, 2009, became effective, and the Company emerged from
Chapter 11 protection.

Prior to filing for bankruptcy, Baseline Oil solicited votes on a
Chapter 11 plan from holders of 15% Senior Secured Notes due 2009
and 12.5% Senior Secured Notes due 2012.  The Plan was accepted by
100% in number and 100% in aggregate principal amount of the
Prepetition Noteholders that returned ballots.  Aside from voting
in favor of the Plan, the noteholders also agreed to make a $5
million exit facility available to the Company upon consummation
of the Plan.

The material terms of the Plan are:

   -- Prepetition Noteholders Claims.  The claims of the
      Prepetition Noteholders (Class 4 under the Plan) are
      impaired.  Upon the later of (x) the Effective Date of the
      Plan and (y) the date on which the claim of a class 4 claim
      becomes an Allowed Claim under applicable law, each holder
      of a Class 4 Allowed Claim will be entitled to receive
      securities in the reorganized Debtor, consisting of: (i) new
      10% Subordinated Secured Notes; (ii) shares of Junior
      Preferred Stock; and (iii) shares of New Common Stock.

   -- Exit Facility.  All Prepetition Noteholders were offered the
      opportunity to participate in an exit financing where
      $5 million of new cash will be made available to the Company
      on the Effective date.  In addition to those securities, the
      Exit Facility Lenders will also receive (i) new Series A 20%
      Senior Secured Notes; (ii) new Series B 20% Senior Secured
      Notes; and (iii) shares of Senior Preferred Stock.

   -- Trade Creditors and Customers.  The Debtor expects to
      continue normal operations during the Chapter 11 Case.  The
      Plan contemplates payment in full of claims held by trade
      creditors and uninterrupted performance of agreements with
      customers in accordance with existing business terms.

   -- Cancellation of Existing Equity; Cessation as Publicly
      Reporting Company.  On the Effective Date, all existing
      equity in the Debtor will be cancelled for no consideration
      and the Company will no longer file periodic and or other
      reports with the Securities and Exchange Commission.

   -- Administrative, Tax and other Priority Claims.  These claims
      are not impaired and each holder of an allowed
      Administrative, Tax or other Priority Claim is to be paid in
      full, in cash, under the Plan.

   -- Royalty and other Secured Claims.  These claims are not
      impaired and each holder of an allowed Royalty or other
      Secured Claim shall be paid in full, in cash under the Plan.

A copy of the Prepackaged Plan is available for free at:

           http://researcharchives.com/t/s?43ac

                     About Baseline Oil & Gas

Baseline Oil & Gas Corp. is an independent oil and natural gas
company engaged in the exploration, production, development,
acquisition and exploitation of natural gas and crude oil
properties.  The Company has interests in three core areas: the
Eliasville Field located in Stephens County in North Texas; the
Blessing Field in Matagorda County located onshore along the Texas
Gulf Coast, and the New Albany Shale play located in Southern
Indiana.  Its core properties cover approximately 39,945 net
acres.  As of December 31, 2008, the Company's proved reserves
were 60.2 billion cubic feet equivalent (Bcfe), of which 46.5%
were natural gas and 68.2% were proved developed.  During the year
ended December 31, 2008, it produced 2.8 Bcfe and had a proved
reserve reduction of 6.7 Bcfe as a result of reserve revisions.

Baseline Oil filed a voluntary petition for reorganization under
Chapter on Aug. 28, 2009 (Bankr. S.D. Tex. Case No. 09-36291).
Attorneys at Thompson & Knight LLP represent Baseline Oil in its
restructuring effort.


BASHAS' INC: Closing Threats Could Woo Better Deals from Landlords
------------------------------------------------------------------
Mike Sunnucks and Jan Buchholz at Phoenix Business Journal report
that an official familiar with Bashas' Inc.'s bankruptcy said that
the Company was seeing success in renegotiating leases and was
confident it would re-adjust more of them.

Landlords should be quick to renegotiate if Bashas' indicates it
will close a store, Business Journal relates, citing Jason
Fessinger, a partner with Strategic Retail Group in Phoenix.
Business Journal notes that if an anchor vacates a shopping
center, it often trips co-tenancy clauses that let other
businesses out of their leases.

According to Business Journal, real estate lawyer Mark Dioguardi
at Dioguardi Flynn LLP said that landlords need to consider what
could happen to their centers without a grocery store anchor,
noting the glut of retail space in the Phoenix market and the lack
of new or expanding stores by other retailers. "They have no
choice but to do a deal with Bashas'," the report quoted Mr.
Dioguardi as saying.

Reworking some of shopping center leases is a key to Bashas'
ability to emerge from Chapter 11 bankruptcy, Business Journal
states.  Bashas' bankruptcy attorney Michael McGrath at Mesch,
Clark & Rothschild PC said that his client has already reworked
some leases, but he cautioned that it still is early in the
process, Business Journal relates.

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

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


BELDEN & BLAKE: Inks Fifth Amendment to Credit Agreement
--------------------------------------------------------
Belden & Blake Corporation on September 25, 2009, entered into the
Fifth Amendment to Credit Agreement.  The Credit Agreement was
amended to (1) reduce the borrowing base to $65,000,000, (2)
extend the termination date by one year to August 16, 2011, (3)
decrease the aggregate amount of the revolving commitments to
$100,000,000, and (4) make certain other amendments to the Credit
Agreement.

On September 30, 2009, Belden & Blake received an additional
equity contribution from its parent company in the amount of
$7.5 million, which was used to repay indebtedness under the
Amended Credit Agreement.

                       Revolving Commitments

     Lender        Revolving Commitment        Pro Rata Share
     ------        --------------------        --------------
     BNP Paribas         $43,925,233.64             43.9%
     JP Morgan           $37,383,177.57             37.4%
     Amegy Bank          $18,691,588.79             18.7%
                                               --------------
          Total         $100,000,000.00            100.0%

A full-text copy of the Fifth Amendment to Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?463a

                        About Belden & Blake

Headquartered in Houston, Texas, Belden & Blake Corporation
-- http://www.beldenblake.com/-- is an independent energy company
engaged in producing oil and natural gas; exploring for and
developing oil and gas reserves; acquiring and enhancing the
economic performance of producing oil and gas properties; and
marketing and gathering natural gas for delivery to intrastate and
interstate gas transmission pipelines.  Operations are conducted
entirely in the United States.

As of June 30, 2009, the Company had $611,830,000 in total assets
against $51,010,000 in total current liabilities and $500,635,000
in total long-term liabilities.  The Company had a net loss of
$26,366,000 for the three months ended June 30, 2009, from a net
loss of $58,907,000 for the same period a year ago.  The Company
had a net loss of $13,124,000 for the six months ended June 30,
2009, from a net loss of $70,541,000 for the same period a year
ago.

                            *     *     *

Moody's has withdrawn its Caa2 senior secured debt and Caa1
corporate family ratings to Belden & Blake Corp. on April 5, 2005.
Standard & Poor's Ratings Services has withdrawn its 'B-'
corporate credit rating on Belden & Blake.  S&P also has withdrawn
its 'B' issue-level rating and '2' recovery rating on the
company's 8.75% $192.5 million senior secured notes due 2012.  S&P
withdrew the ratings at the Company's request.

This concludes the Troubled Company Reporter's coverage of Belden
& Blake until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BERNARD MADOFF: Trustee Says Charity Investor Was No Victim
-----------------------------------------------------------
Law 360 reports that the trustee liquidating Bernard L. Madoff's
investment firm has accused the founder of one of the country's
largest charitable organizations of casting himself as an
"innocent victim" of the Ponzi scheme, rather than owning up to
the more than $7 billion the trustee claims the investor owes as a
result of the debacle.

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Case No. 08-01789) (Lifland, J.).

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


BI-LO LLC: Has Non-Binding Deal to Sell to Delhaize for $425MM
--------------------------------------------------------------
Delhaize Group has entered into a non-binding Letter of Intent
with BI-LO, LLC, to acquire a substantial majority of BI-LO's
assets, including associated inventory, for a purchase price of
US$425 million in cash.  This announcement was made in the context
of BI-LO's bankruptcy proceedings in the United States Bankruptcy
Court for the District of South Carolina.

BI-LO is a food retailer that currently operates 214 stores in
North Carolina, South Carolina, Tennessee and Georgia and employs
approximately 15,500 people.  The company is headquartered in
Mauldin, S.C. On March 23, 2009, BI-LO and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of South Carolina.  The included
BI-LO assets are estimated to have realized over US$2 billion in
sales in 2008.

Rick Anicetti, Executive Vice President of Delhaize Group and
President and CEO of Food Lion, LLC, said: "We at Food Lion, LLC
have great admiration for the associates and stores at BI-LO. We
believe our markets and service philosophy are complementary and
we look forward to continuing our discussions with BI-LO."

The non-binding offer is subject to the satisfactory completion of
the customary steps for such an acquisition including certain
Bankruptcy Court approvals.  Delhaize Group and BI-LO intend to
close the transaction shortly after obtaining the entry of a final
non-appealable sale order of the bankruptcy court pursuant to
Section 363 of the U.S. Bankruptcy Code, authorizing the transfer
of the purchased assets to Food Lion.  It is the intent of
Delhaize Group to integrate the included BI-LO assets in the
network of its wholly owned subsidiary Food Lion, LLC.  Food Lion,
LLC is a food retailer that has more than 1,300 stores in 11 U.S.
states and has more than 74,000 associates.

                         Delhaize Group

Delhaize Group is a Belgian international food retailer present in
six countries on three continents.  At the end of the second
quarter of 2009, Delhaize Group's sales network consisted of 2,684
stores.  In 2008, Delhaize Group posted EUR19 billion
(US$28 billion) in revenues and EUR467 million (US$687 million) in
net profit (Group share).  At the end of 2008, Delhaize Group
employed approximately 141,000 people.  Delhaize Group's stock is
listed on Euronext Brussels and the New York Stock Exchange.

                         About BI-LO LLC

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

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

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


BLOCKBUSTER INC: Moody's Upgrades Default Rating to 'Caa1'
----------------------------------------------------------
Moody's Investors Service upgraded Blockbuster Inc.'s long term
ratings, including its Probability of Default Rating to Caa1 from
Caa3 and its Corporate Family Rating to Caa1 from Caa2.  In
addition, the speculative grade liquidity rating was upgraded to
SGL-3 from SGL-4.  The rating outlook is stable.

"The upgrade acknowledges that the successful closing of the
$675million senior secured notes and full repayment of its
existing senior secured credit facilities has strengthened
Blockbuster's capital structure and addressed key constraints to
its liquidity," said Maggie Taylor, Vice President and Senior
Credit Officer.

These ratings are upgraded and LGD point estimates changed:

* Probability of Default Rating to Caa1 from Caa3;

* Corporate Family Rating to Caa1 from Caa2;

* Senior Subordinated notes rating to Caa3 (LGD 5, 83%) from Ca
  (LGD 4, 61%);

* Speculative grade liquidity rating to SGL-3 from SGL-4.

This rating is affirmed and LGD point estimates changed:

* Senior secured notes at B1 (to LGD 2, 24% from LGD 2, 12%).

These ratings are withdrawn:

* Senior secured credit facilities at B1 (LGD 1, 9%).

The Caa1 probability of default rating reflects Moody's
expectation that Blockbuster's earnings are likely to modestly
erode over the next twelve to twenty four months resulting in
credit metrics remaining weak, particularly EBITA to interest
expense which is also impacted by Blockbuster's increased interest
expense.  The rating also reflects the ongoing challenges of all
players in the video store industry to identify ways to deal with
intense competition, price deflation, and evolving technology and
distribution channels (such as video vending kiosks).  The rating
is supported by Blockbuster's adequate liquidity over the next
twelve months despite the lack of a committed bank facility.
Positive ratings consideration is given to Blockbuster's well
recognized brand name and industry position as the only company
that is present across all channels of the video rental industry.

Given the expectation for a decline in earnings resulting in a
lower enterprise value, Moody's has revised its family recovery
rate to the average 50% from the previously used level of 65%.
Moody's believes that Blockbuster's expected level of earnings
will result in lenders receiving an average recovery in the event
of a default.  This results in the Corporate Family Rating and
Probability of Default Rating being at the same level.

The last rating action on Blockbuster was on September 16, 2009
when its Probability of Default Rating and Corporate Family Rating
were placed on review for possible upgrade.

Blockbuster Inc. is a leading global provider of in-home movie and
game entertainment through several channels including; its store
base, website, digital download, and vending kiosks.
Blockbuster's approximately 7,100 stores are located throughout
the United States, its territories, and 19 other countries.
Annual revenues are about $4.7 billion.


BRUCE WALLER: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bruce O. Waller
           aka I New Image Auto Spa
        2911 Route 37 E
        Toms River, NJ 08753-6120

Bankruptcy Case No.: 09-36368

Chapter 11 Petition Date: October 2, 2009

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

Judge: Michael B. Kaplan

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.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. Waller's petition, including a list of his
14 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/njb09-36368.pdf

The petition was signed by Mr. Waller.


BUD MONTGOMERY: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bud E. Montgomery
          aka Bud E. Montgomery Trust
          aka Sherwood Forest Mobile Home Estates
        2528 Kingston Farm Ln.
        Ionia, MI 48846

Bankruptcy Case No.: 09-11705

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Michael W. Donovan, Esq.
                  Donovan/Scott Law, PLC
                  2910 Lucerne Dr. SE, Suite 120
                  Grand Rapids, MI 49546
                  Tel: (877) 810-7890
                  Email: Donovan@mwdonovan.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. Montgomery's petition, including a list of
his 7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/miwb09-11705.pdf

The petition was signed by Mr. Montgomery.


CENTURY ALUMINUM: Moody's Changes Default Rating to 'Caa3/LD'
-------------------------------------------------------------
Moody's Investors Service changed Century Aluminum Company's
probability of default rating to Caa3/LD as Moody's believes that
CENX has completed the first $15 million exchange of 1.75%
convertible senior notes for a discounted value equivalent to
approximately 1.2 million shares.  CENX has announced agreements
to exchange $83 million aggregate principal for approximately
7.1 million shares, representing discounted values of the debt.

Moody's views this transaction as a distressed exchange.  The LD
designation on the PDR signifies a limited default and also
applies to any further exchanges that may close over the next few
months.  In approximately 3 days, the LD designation will be
removed and the PDR will be returned to Caa3.

The corporate family rating was affirmed at Caa3.  The outlook is
stable.  While Moody's recognizes both CENX's significant
reduction in total debt and reduction in debt that may be put to
the company beginning August 1, 2011, CENX's ratings continue to
reflect Moody's concerns about liquidity given the company's high
cost structure during what Moody's expects to be a period of
weakness in the aluminum industry.  CENX's overall operations may
be slightly cash consumptive to breakeven at recent aluminum price
levels.  However, Moody's does not believe the recent price rally
is reflective of a fundamental and sustainable recovery in key end
markets.  Given Moody's concerns about underlying demand for
aluminum and the continued rising level of stocks on the LME,
Moody's expects there to be a correction in prices (as noted in
the August 2009 publication "Downward Correction to Base Metal
Prices Likely") which is likely to pressure CENX's ability to
generate cash flow.

While the ratings favorably consider CENX's significant balance
sheet cash and the low-cost operation in Iceland, they continue to
reflect Moody's belief that the underlying value of CENX resides
in a single asset in a non-guarantor subsidiary and that current
liquidity may be insufficient to support ongoing operations across
CENX on a sustained basis.

The change in outlook to stable acknowledges the company's ongoing
efforts to improve its cost position and the meaningful progress
to reduce overall cash consumption on a sustained basis.  The
stable outlook also considers the dynamic capital structure and
operating profile which are still evolving and could impact the
ratings and/or outlook.

The rating actions were:

* Corporate Family Rating Affirmed at Caa3

* Probability of Default Rating changed to Caa3/LD

* 1.75% Guaranteed Convertible Notes due 2024 to Ca (LGD 4; 62%)
  from Ca (LGD 4; 60%)

* 7.5% Guaranteed Senior Global Notes due 2014 to Ca (LGD 4; 62%)
  from Ca (LGD 4; 60%)

* Outlook changed to stable from negative

In three days, the ratings will be changed:

* Probability of Default Rating changed to Caa3 from Caa3/LD

The prior rating action for Century Aluminum Company was on
April 6, 2009, when the corporate family rating was lowered to
Caa3 and the negative outlook was assigned.

Headquartered in Monterey, California, Century is a primary
aluminum producer with ownership interests in four aluminum
production facilities in North America and Iceland.  CENX had
revenues of approximately $1.4 billion for the twelve months ended
June 30, 2009.


CERTENEJAS INCORPORADO: Case Summary & 14 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Certenejas Incorporado
            aka Hotel Flor Del Valle
            aka Hotel Flor Del Valle
        PO Box 1753
        Cidra, PR 00739

Case No.: 09-08470

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Rojoazul Hotel, Inc.                               09-08471
Jonathan Corporation                               09-08472
Silvernugget Development Corporation               09-08473

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico

Debtor's Counsel: Charles Alfred Cuprill-Hernandez, Esq.
                  Charles A. Curpill, PSC Law Office
                  356 Calle Fortaleza
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  Email: cacuprill@aol.com

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

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

According to the schedules, the Company has assets of at least
$13,800,000, and total debts of $41,596,637.

The petition was signed by Luis J. Meaux Vazquez, the company's
president.

A. Certenejas Incorporado's List of 14 Largest Unsecured
Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Westernbank De Puerto Rico     Co-Debtor in           $30,276,409
Westernbank World Plaza        Bank Loans
268 Munoz Rivera Ave, Suite 600
San Juan, PR 00918

PR Electric Power (PREPA)      Electric Power         $19,991
                               Services

Compania De Turismo De PR      Rent                   $11,288

Municipio De Cidra             Municipal Taxes        $5,518

Victor Barreto                 Professional           $2,383
                               Electrician Services

First Leasing & Rental Corp    Vehicle Lease Contract $2,313

Ecolab Manufacturing, Inc.     Cleaning Supplies      $1,208

Matosantos Commercial          Cleaning Supplies      $1,163

Jose Santiago, Inc.            Food Supplies          $944

Liquilux Gas, Corp.            Propane Gas Supplier   $900

Departamento De Estado         Annual Corporation     $600
De P.R.                        Report Fees

Puerto Rico Food & Paper       Supplies               $472

Conwaste, Corp.                Waste Disposal         $236
                               Services

AUT Acueductos                 Utility-Water          $54
Alcantarillados


CHARTER COMM: Court Delays Ruling On Chapter 11 Plan
----------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York did not enter a ruling on the Debtors' plan
of reorganization on September 30, 2009.

According Mike Farrell of Multichannel News, Judge Peck pushed
back the confirmation hearing date to allow attorneys from
objecting banks J.P. Morgan Chase Bank, N.A., and Wells Fargo to
conduct their closing arguments.  Mr. Farrell said the Banks
had September 30 for their closing arguments and October 1 for
rebuttal.  Judge Peck is expected to make his decision sometime
after that.

Closing statements from stakeholders supporting the plan were
completed last week after 16 days of testimony on why the company
should be able to go forward with its proposed reorganization
plan, reports Reuters.  Judge Peck had originally expected
testimony to last around 5 days but the legal back and forth ran
over in an increasingly complex case.

Reuters says lawyers representing the company told the court at
last week's hearing that Charter should be allowed to proceed with
a controversial reorganization plan because all creditors are
receiving everything they are entitled to.

JPMorgan and Wells Fargo claim that Charter investors at Apollo,
Crestview, Oaktree and Franklin funds are "acting together" to
acquire Charter via the bankruptcy, and the proposed plan would
cause an improper change-in-control of the company, says the
report.

But an Apollo executive testified that the funds were not working
together as a group.

Lawyers for Charter disputed the banks' claims, describing some of
them as a "charade" and "nonsense," notes Reuters.  "We haven't
discriminated against (Charter) noteholders.  We haven't treated
them worse than anyone else," they told the court.

According to the report, lawyers for JPMorgan argued that
Charter's proposed reorganization plan triggers a 'change of
control' default clause if director and controlling shareholder,
Paul Allen, no longer has full equity control of the business when
it emerges from bankruptcy and the investment funds are calling
the shots.  The plan provides that Mr. Allen would lose up to
$8 billion which he has invested in Charter equity but would
retain a 35% voting interest.

The investment funds "are executing . . . a loan-to-own strategy
to take control of, and then sell Charter to a strategic
acquirer," JPMorgan argued in court papers filed last week, saying
that Charter's reorganization plan was full of "gimmicks."

If Charter obtains court approval of its Plan, the company would
shed more than $8 billion in debt while also reinstating about
$11.8 billion of its senior bank debt at below-market interest
rates upon its emergence.

Charter's case has been closely watched in the restructuring
industry as a test of the debt reinstatement concept, which has
been rarely used but is supposed to be allowed under U.S. laws if
the company has no other default under its debt agreements except
for its bankruptcy filing, notes Reuters.

Key parties-in-interest in the Debtors' bankruptcy cases have
filed separate post trial briefs, memoranda of law and proposed
findings of fact and conclusions of law in support of their stand
with respect to the confirmation of the Debtors' Plan on
September 18, 2009.

The Debtors' pre-arranged Chapter 11 plan is premised on a global
settlement with Mr. Allen, and is supported by the members of an
Unofficial Crossover Committee representing the interests of
Holders of CCH I Notes and CCH II Notes.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

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


CHARTER COMM: Enters Into 2nd Amendment to Pacts With Noteholders
-----------------------------------------------------------------
Charter Communications Inc. and its units notify the Bankruptcy
Court and parties-in-interest that the restructuring agreements
dated February 11, 2009, between certain of the Debtors and (i)
certain unaffiliated holders of those certain CCH I LLC and CCH II
LLC note issuances, and (ii) Paul G. Allen, have been amended to
provide that:

  (a) the Debtors will have to cause the effective date of a
      plan of reorganization to occur no later than October 14,
      2009; provided, that if consents, approvals or waivers
      required to be obtained from governmental authorities in
      connection with the Plan with respect to franchises,
      licenses and permits covering areas serving at least 80%
      of the basic subscribers have not been obtained by
      October 14, then cause the Effective Date to occur no later
      than December 15, 2009; and

  (b) that the termination of the Agreement is amended and
      restated in its entirety to read the later of either:

      * the Effective Date will not have occurred by October 14,
        2009; or

      * if consents required to be obtained from governmental
        authorities in connection with the Plan with respect to
        franchises covering areas serving at least 80% of the
        basic subscribers have not been obtained by October 14,
        2009, and all other conditions precedent to the
        Effective Date will have been satisfied before
        October 14, or waived by the Requisite Holders, then the
        Effective Date will not have by December 15, 2009.

A copy of the forms of the Second Noteholder Amendment and the
Second Allen Amendment is available for free at:

http://bankrupt.com/misc/CCI_RestructuringAgreements_092909.pdf

The Noteholders Pacts

As reported by the TCR on Feb. 19, 2009, Charter Communications,
Inc., reached an agreement in principle with holders of certain of
its subsidiaries' senior notes holding approximately $4.1 billion
in aggregate principal amount of notes issued by Charter's
subsidiaries, CCH I, LLC and CCH II, LLC.  Pursuant to separate
restructuring agreements, the parties agree to the terms of a
Chapter 11 plan to be filed by Charter.

The restructuring contemplated by the Restructuring Agreements is
expected to be funded with cash from operations, an exchange of
debt of CCH II for other debt at CCH II, the issuance of
additional debt, and the proceeds of an equity offering for which
Charter has received a back-stop commitment from certain
Noteholders.  In addition to the Restructuring Agreements, the
Noteholders have entered into commitment letters with Charter,
pursuant to which they have agreed to exchange and purchase, as
applicable, certain securities of Charter.

A full-text copy of the Restructuring Agreement is available for
free at http://ResearchArchives.com/t/s?3996

A full-text copy of the Commitment Letter is available for free
at http://ResearchArchives.com/t/s?3997

Under the Notes Exchange, an offer to existing holders of senior
notes of CCH II and CCH II Capital Corp. will be made to exchange
their CCH II Notes for new 13.5% Senior Notes of CCH II and CCH II
Capital Corp.  CCH II Notes exchanged for New CCH II Notes in the
Notes Exchange will be converted into New CCH II Notes with a
principal amount equal to the outstanding principal amount of the
CCH II Notes plus accrued but unpaid interest to the bankruptcy
petition date plus post-petition interest, but excluding any call
premiums or prepayment penalties.  CCH II Notes that are not
exchanged in the Notes Exchange will be converted into cash in an
amount equal to the Exchange Amount.  The aggregate principal
amount of New CCH II Notes to be issued pursuant to the plan of
reorganization outlined in the Restructuring Agreement is expected
to be approximately $1.48 billion plus accrued but unpaid interest
to the bankruptcy petition date plus post-petition interest, but
excluding any call premiums or prepayment penalties, plus an
additional $85 million.

Under the Restructuring Agreements, certain holders of CCH II
Notes have committed to exchange, pursuant to the Notes Exchange,
an aggregate of approximately $1.21 billion in aggregate principal
amount of CCH II Notes, plus accrued but unpaid interest to the
bankruptcy petition date plus post-petition interest, but
excluding any call premiums or any prepayment penalties.  In the
event that the aggregate principal amount of New CCH II Notes to
be issued pursuant to the Notes Exchange would exceed the Target
Amount, each Noteholder participating in the Notes Exchange will
receive a pro rata portion of the Target Amount of New CCH II
Notes, based upon the ratio of (i) the aggregate principal amount
of CCH II Notes it has tendered into the Notes Exchange to (ii)
the total aggregate principal amount of CCH II Notes tendered into
the Notes Exchange.  Participants in the Notes Exchange will
receive a commitment fee equal to 1.5% of the principal amount
plus interest on the CCH II Notes exchanged by the participant in
the Notes Exchange.

Under the New Debt Commitment, certain holders of CCH II Notes
have committed to purchase an additional amount of New CCH II
Notes in an aggregate principal amount of $267 million, subject to
adjustment.  Participants in the New Debt Commitment will receive
a commitment fee equal to the greater of (i) 3.0% of their
respective portion of the New Debt Commitment and (ii) 0.83% of
its respective portion of the New Debt Commitment for each month
beginning April 1, 2009, during which its New Debt Commitment
remains outstanding.

Under the Rights Offering, Charter will offer to existing holders
of senior notes of CCH I that are accredited investors or
qualified institutional buyers, the right to purchase shares of
the new Class A Common Stock of Charter, to be issued upon
Charter's emergence from bankruptcy, in exchange for a cash
payment related to the equity value of Charter upon emergence.
Upon emergence from bankruptcy, Charter's new Class A Common Stock
is not expected to be listed on any public or over-the-counter
exchange or quotation system and will be subject to transfer
restrictions.  It is expected, however, that Charter will
thereafter apply for listing of its new Class A Common Stock on
the NASDAQ Stock Market as provided in the Term Sheet.  The Rights
Offering is expected to generate proceeds of up to approximately
$1.62 billion and will be used to fund the cash portion of the
Notes Exchange, repayment of  certain amounts relating to the
satisfaction of certain swap agreement claims against Charter
Communications Operating, LLC and for general corporate purposes.

Under the Commitment Letters, subject to equity ownership
limitations, certain Noteholders have agreed to subscribe for
their respective pro rata portions of the Rights Offering, and
certain of the Backstop Parties have, in addition, agreed to
subscribe for a pro rata portion of any Rights that are not
purchased by other holders of CCH I Notes in the Rights Offering.
Noteholders who have committed to participate in the Excess
Backstop will be offered the option to purchase a pro rata portion
of additional shares of Charter's new Class A Common Stock, at the
same price at which shares of the new Class A Common Stock will be
offered in the Rights Offering, in an amount equal to $400 million
less the aggregate dollar amount of shares purchased pursuant to
the Excess Backstop, subject to certain equity ownership
limitations.  The Backstop Parties will receive a commitment fee
equal to 3% of its respective equity backstop.

The Restructuring Agreements further contemplate that upon
consummation of the Plan (i) the notes and bank debt of Charter's
subsidiaries, Charter Operating and CCO Holdings, LLC will remain
outstanding, (ii) holders of notes issued by CCH II will receive
New CCH II Notes or cash pursuant to the Notes Exchange, (iii)
holders of notes issued by CCH I will receive shares of Charter's
new Class A Common Stock, (iv) holders of notes issued by CCH I
Holdings, LLC will receive warrants to purchase shares of common
stock in Charter, (v) holders of notes of Charter Communications
Holdings, LLC will receive warrants to purchase shares of
Charter's new Class A Common Stock, (vi) holders of convertible
notes issued by Charter will receive cash and preferred stock
issued by Charter,  (vii) holders of common stock will not receive
any amounts on account of their common stock, which will be
cancelled, and (viii) trade creditors will be paid in full.  In
addition, as part of the proposed restructuring, it is expected
that consideration will be paid by holders of CCH I Notes to other
entities participating in the financial restructuring.

A full-text copy of the Term Sheet For Proposed Joint Chapter 11
Plan of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?3998

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

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


CHARTER COMM: Says Verizon Suit in Circuit Court Already Dismissed
------------------------------------------------------------------
Verizon has asked the Court to lift the automatic stay so that it
may pursue a property damage case said to be pending in the
Circuit Court of Dane County in the state of Wisconsin.

"As it turns out, the day before Verizon filed its Lift Stay
Motion, the Wisconsin State Court dismissed the underlying action,
on Verizon's own application made to that court less than two
weeks earlier," notes Steven J. Reisman, Esq., at Curtis, Mallet-
Prevost, Colt & Mosle LLP, in New York, on behalf of Charter
Communications Inc.

Accordingly, the core premise on which Verizon comes before the
Court is false, Mr. Reisman alleges.  He asserts that Verizon has
no action against Charter Communications Holding Company LLC
pending in the Wisconsin State Court at this time.  There is,
therefore, no matter in controversy and no basis for the Court to
take action with respect to the automatic stay, he continues.

To be sure, Mr. Reisman says, Verizon has since moved in the
Wisconsin State Court to "reopen" its voluntarily dismissed
action.  However, he contends, the ground upon which Verizon seeks
to reopen misconstrues the automatic stay provisions of the
Bankruptcy Code.  He also argues that Verizon has asserted
incorrectly that the dismissal order it originally obtained from
the Wisconsin State Court is somehow "void" because a voluntary
dismissal itself violates the automatic stay.

"The law is to the contrary . . . and the motion to reopen has not
been granted in any event," Mr. Reisman asserts.  "As such, there
is no pending judicial action or proceeding as to which stay
relief can be granted under Section 362(d) of the Bankruptcy
Code," he adds, among other things.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

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


CHARTER COMM: Launches ESPN360.com for Internet Customers
---------------------------------------------------------
Charter Communications, Inc. has launched ESPN360.com to all of
its high-speed Internet customers, at no additional cost.  The
service is ESPN's online platform for live sports programming and
offers fans more than 3,500 live sports events a year.  Charter's
fastest, most reliable Internet speeds available(1) enhance the
online video performance of this exciting sports action.

"Many Charter customers are avid sports fans, so our goal is to
bring coverage of their favorite team and live sporting events
into their living rooms or online anytime, anywhere," said Rich
DiGeronimo, Charter Vice President of Product Management.
"ESPN360.com is another key player on our sports roster; providing
fans the power of choice and control, and TV quality picture
through Charter's high-speed Internet service."

David Preschlack, executive vice president, Disney and ESPN Media
Networks, said, "Fans are looking to access their favorite sports
on any screen, and we're thrilled that Charter high-speed
customers now have ESPN360.com.  Today, the service enables more
than 50 million Americans more flexibility in how they watch their
favorite sports."

ESPN360.com features thousands of live games and events online
each year including more than 350 college football games this
season, hundreds of college basketball games, the 2010 FIFA World
Cup in South Africa, NBA, MLB, top global soccer (including
Football League, La Liga, Serie A, Bundesliga and more), The
Masters and US Open Golf, thousands of hours of coverage from the
four Grand Slam tennis tournaments, and more.  The network offers
fans a fully interactive experience with real-time, in-game stats
and scoreboards and live chat.  A majority of the events are
exclusive to ESPN360.com, while others are broadband-enhanced
simulcasts of games on ESPN's TV networks.

                About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

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


CHINA LOGISTICS: Amends 2009 Quarterly Report; 2008 Annual Report
-----------------------------------------------------------------
China Logistics Group, Inc., posted a net loss of $411,825
compared with a net income of $327,538 for the same period in
2008.

The Company's balance sheet at March 31, 2009, showed total assets
of $6,786,119, total liabilities of $5,451,568 and a stockholders'
equity of $1,334,551.

The Company filed with the Securities and Exchange Commission an
amendment to its quarterly report the period ended March 31, 2009,
to correct the accounting treatment accorded certain transactions
and to restate its consolidated balance sheets at March 31, 2009,
and Dec. 31, 2008, and its consolidated statements of operations,
and consolidated statements of cash flows for the three month
period ended March 31, 2009, and add its consolidated statement of
changes in equity (deficit) for the year ended Dec. 31, 2008, and
the three month period ended March 31, 2009.

The March 31, 2009 and Dec. 21, 2008, financial statements
included in its Form 10-Q contained errors and were restated to
correct the previous accounting treatment to:

   -- properly record the changes in the components of equity as a
      result of the reverse recapitalization transaction with
      Shandong Jiajia completed Dec. 31, 2007;

   -- correct the classification in the consolidated statements of
      cash flows of advances to and from related parties; and

   -- correct the presentation of its unaudited balance sheets,
      unaudited consolidated statements of income, unaudited
      consolidated statements of cash flows and include its
      unaudited statements of changes in (deficit) equity to
      present the financial statements after adoption of FAS 160
      Noncontrolling Interests in Consolidated Financial
      Statements-an amendment of ARB No. 51

Additionally, the March 31, 2008, financial statements included in
its Form 10-Q, on a comparative basis, for the quarter ended
March 31, 2009, and Form 10-Q for the quarter ended March 31,
2008, contained errors and, accordingly, were restated to correct
the previous accounting treatment to:

   -- recognize adjustment to the initially reported carrying
      values of assets and liabilities of MediaReady, Inc. as of
      Dec. 31, 2007;

   -- correct the classification of $380,978 in recovery of bad
      debt in the consolidated statements of operations from a
      component of other income (expense) to a component of
      operating income;

   -- recognize $25,060 in professional fee expense incorrectly
      omitted;

   -- correct and erroneous over-accrual of professional fees in
      the amount of $137,149;

   -- correct the classification in the consolidated statement of
      cash flows of $64,945 in advances to related parties from
      cash flows from operating activities to cash flows from
      investing activities;

   -- correct components of equity as initially recorded in the
      reverse recapitalization transaction with Shandong Jiajia;
      and

   -- correct the classification in the consolidated statements of
      cash flows of advances to and from related parties.

A full-text copy of the Company's Form 10-Q/A is available for
free at http://ResearchArchives.com/t/s?4641

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4640

In a separate filing, the Company filed an amendment to its annual
report for period ended Dec. 31, 2008.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?4642

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4643

China Logistics Group Inc. (OTC BB: CHLO) through its subsidiary,
Shandong Jiajia International Freight & Forwarding Co. Ltd.,
operates as a non-asset based international freight forwarder and
logistics management company in the People's Republic of China.
The Company was founded in 1997 and is based in Fort Lauderdale,
Florida.

                         Going Concern Doubt

On May 18, 2009, Sherb & Co., LLP, in Boca Raton, Florida,
expressed substantial doubt about China Logistics Group Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended Dec. 31,
2008 and 2007.  The auditors noted that the Company has incurred a
loss and has negative cash flows from operations for the year
ended Dec. 31, 2008.


CIT GROUP: Terms of Exchange offer for Unsecured Notes
-------------------------------------------------------
CIT Group Inc. is seeking to cut at least $5.7 billion of debt to
help it avoid collapse and return to profitability after nine
quarters of losses.  Under the plan, CIT Group Inc. and CIT Group
Funding Company of Delaware LLC (Delaware Funding) are launching
exchange offers for certain unsecured notes.  Holders of unsecured
debt would receive new secured bonds maturing later plus
additional consideration consisting of new shares of preferred
stock.

Holders of $1,000 of old notes maturing in 2009 will receive $900
in New Notes and 0.40749 shares of new preferred stock; in 2010
will receive $850 in new notes and 1.22248 shares of new preferred
stock; in 2011 and 2012 will receive $800 in new notes and 2.03746
shares of new preferred stock; in 2013 through 2017 and in 2036
will receive $700 in new notes and 3.25993 shares of new preferred
stock; in 2018 will receive 4.07492 in shares of new preferred
stock; and in 2067 will receive 2.03746 shares of new preferred
stock.  The Offers will expire at 11:59 p.m., (prevailing Eastern
Time), on October 29, 2009.

  =========================================================
                      CIT Outstanding Notes
  =========================================================
                                          Consideration per
                                    $1,000 Principal Amount
                                      of Old Notes Tendered
  =========================================================
  Title of         Amount       Cusip      New    Pfd Stock
  Old Notes        Out.  (000)  ISIN       Notes    Issued
  ---------------------------------------------------------
6.88% Notes
  due Nov. 1, 2009   $300,000  12560PCL3    $900   0.40749
4.13% Notes
  due Nov. 3, 2009   $500,000  125581AM0    $900   0.40749
3.85% Notes
  due Nov. 15, 2009    $1,959  12557WJP7    $900   0.40749
4.63% Notes
  due Nov. 15, 2009    $1,349  12557WLV1    $900   0.40749
5.05% Notes
  due Nov. 15, 2009    $2,800  12557WPC9    $900   0.40749
5.00% Notes
  due Nov. 15, 2009    $4,217  12557WB26    $900   0.40749
5.00% Notes
  due Nov. 15, 2009    $5,083  12557WB59    $900   0.40749
5.00% Notes
  due Nov. 15, 2009    $6,146  12557WB83    $900   0.40749
3.95% Notes
  due Dec. 15, 2009    $3,314  12557WJV4    $900   0.40749
4.80% Notes
  due Dec. 15, 2009    $2,073  12557WMB4    $900   0.40749
4.70% Notes
  due Dec. 15, 2009      $285   2557WPL9    $900   0.40749
4.85% Notes
  due Dec. 15, 2009      $582  12557WPU9    $900   0.40749
6.25% Notes
  due Dec. 15, 2009   $63,703  12557WSJ1    $900   0.40749
6.50% Notes
  due Dec. 15, 2009    $40,994 12557WSM4    $900   0.40749
Floating Rate
Notes due
  Dec. 21, 2009       $113,000 12560PDL2    $900   0.40749
4.25% Notes
  due Feb. 1, 2010    $750,000 125581AQ1    $850   1.22248
4.05% Notes
  due Feb. 15, 2010    $4,172 12557WKE0     $850   1.22248
5.15% Notes
  due Feb. 15, 2010    $1,918 12557WQC8     $850   1.22248
5.05% Notes
  due Feb. 15, 2010    $1,497 12557WQL8     $850   1.22248
6.50% Notes
  due Feb. 15, 2010    $58,219 12557WSX0    $850   1.22248
6.25% Notes
  due Feb. 15, 2010    $44,138 12557WTE1    $850   1.22248
Floating Rate
  Notes due
  March 1, 2010     CHF100,000 CH0029382659 $850   1.22248
2.75% Notes
  due March 1, 2010 CHF 50,000 CH0029407191 $850   1.22248
Floating Rate
  Notes due
  March 12, 2010    $1,000,000 125581CX4    $850   1.22248
4.30% Notes
  due March 15, 2010    $1,822 12557WKL4    $850   1.22248
5.05% Notes
  due March 15, 2010    $4,241 12557WMH1    $850   1.22248


5.15% Notes
  due March 15, 2010    $6,375 12557WMP3    $850   1.22248
4.90% Notes
  due March 15, 2010      $297 12557WQU8    $850   1.22248
4.85% Notes
  due March 15, 2010      $784 12557WRC7    $850   1.22248
6.50% Notes due
  March 15, 2010       $33,677 12557WTL5    $850   1.22248
Floating Rate
  Notes due
  March 22, 2010      $150,000 12560PFN6    $850   1.22248
4.45% Notes
  due May 15, 2010      $3,980 12557WKS9    $850   1.22248
5.25% Notes
  due May 15, 2010      $2,414 12557WMV0    $850   1.22248
5.38% Notes due
  June 15,2017      GBP300,000 XS0276327342 $850   1.22248
4.30% Notes
  due June 15, 2010     $1,013 12557WKX8    $850   1.22248
4.35% Notes
  due June 15, 2010     $1,419 12557WLE9    $850   1.22248
5.30% Notes
  due June 15, 2010     $2,622 12557WNB3    $850   1.22248
4.60% Notes
  due Aug. 15, 2010     $1,131 12557WLL3    $850   1.22248
5.45% Notes
  due Aug. 15, 2010    $11,920 12557WNH0    $850   1.22248
5.50% Notes
  due Aug. 15, 2010     $1,511 12557WA92    $850   1.22248
4.25% Notes
  due Sept. 15, 2010      $295 12557WLS8    $850   1.22248
5.25% Notes
  due Sept. 15, 2010   $11,403 12557WNR8    $850   1.22248
5.20% Notes
  due Nov. 3, 2010    $500,000 125577AS5    $850   1.22248
Floating Rate
  Notes due
  Nov. 3, 2010        $474,000 125577AT3    $850   1.22248
5.05% Notes
  due Nov. 15, 2010     $9,054 12557WLY5    $850   1.22248
5.25% Notes
  due Nov. 15, 2010     $6,349 12557WNZ0    $850   1.22248
5.25% Notes
  due Nov. 15, 2010    $12,292 12557WC33    $850   1.22248
5.25% Notes
  due Nov. 15, 2010     $1,686 12557WC74    $850   1.22248
4.75% Notes
  due Dec. 15, 2010   $750,000 12560PDB4    $850   1.22248
5.00% Notes
  due Dec. 15, 2010     $5,842 12557WME8    $850   1.22248
5.05% Notes
  due Dec. 15, 2010     $5,926 12557WPH8    $850   1.22248
4.90% Notes
  due Dec. 15, 2010     $3,188 12557WPR6    $850   1.22248
5.25% Notes
  due Dec. 15, 2010       $807 12557WSE2    $850   1.22248
6.50% Notes
  due Dec. 15, 2010    $12,177 12557WSR3    $850   1.22248
6.50% Notes
  due Jan. 15, 2011    $17,752 12557WSV4    $800   2.03746
4.72% Notes
  due Feb. 10, 2011 CAD400,000 125581AU2    $800   2.03746
5.15% Notes
  due Feb. 15, 2011     $2,158 12557WPZ8    $800   2.03746
5.15% Notes
  due Feb. 15, 2011     $1,458 12557WQH7    $800   2.03746
6.60% Notes
  due Feb. 15, 2011    $25,229 12557WTB7    $800   2.03746
Floating Rate
  Notes due
  Feb. 28, 2011(3)   GBP70,000 XS0245933121 $800   2.03746
5.05% Notes
  due March 15, 2011    $1,560 12557WML2    $800   2.03746
5.00% Notes
  due March 15, 2011    $1,001 12557WQR5    $800   2.03746
4.90% Notes
  due March 15, 2011      $806 12557WQZ7    $800   2.03746
5.00% Notes
  due March 15, 2011    $1,589 12557WRH6    $800   2.03746
6.75% Notes
  due March 15, 2011    $7,604 12557WTJ0    $800   2.03746
6.50% Notes
  due March 15, 2011    $6,187 12557WTQ4    $800   2.03746
5.15% Notes
  due April 15, 2011      $957 12557WMS7    $800   2.03746
Floating Rate
  Notes due
  April 27, 2011      $280,225 125581BA5    $800   2.03746
5.60% Notes
  due April 27, 2011  $750,000 125581AZ1    $800   2.03746
5.40% Notes
  due May 15, 2011      $1,283 12557WMY4    $800   2.03746
5.35% Notes
  due June 15, 2011       $558 12557WNE7    $800   2.03746
Floating Rate
  Notes due
  July 28, 2011       $669,500 125581BE7    $800   2.03746
5.80% Notes
  due July 28, 2011   $550,000 125581BF4    $800   2.03746
5.35% Notes
  due Aug. 15, 2011     $2,254 12557WNM9    $800   2.03746
5.20% Notes
  due Sept. 15, 2011    $2,685 12557WNV9    $800   2.03746
Floating Rate
  Notes due
  Sept. 21, 2011     GBP40,000 XS0268935698 $800   2.03746
4.25% Notes due
  Sept. 22, 2011    EUR750,000 XS0201605192 $800   2.03746
5.20% Notes
  due Nov. 15, 2011     $7,392 12557WPD7    $800   2.03746
5.25% Notes
  due Nov. 15, 2011     $4,427 12557WB34    $800   2.03746
5.25% Notes
  due Nov. 15, 2011     $5,175 12557WB67    $800   2.03746
5.25% Notes
  due Nov. 15, 2011     $4,944 12557WB91    $800   2.03746
Floating Rate
  Notes due
  Nov. 30, 2011     EUR500,000 XS0275670965 $800   2.03746
4.85% Notes
  due Dec. 15, 2011       $482 12557WPM7    $800   2.03746
5.00% Notes
  due Dec. 15, 2011     $1,685 12557WPV7    $800   2.03746
5.40% Notes
  due Feb. 13, 2012   $479,996 125581CT3    $800   2.03746
Floating Rate
  Notes due
  Feb. 13, 2012       $654,250 125581CU0    $800   2.03746
5.25% Notes
  due Feb. 15, 2012     $2,937 12557WQD6    $800   2.03746
5.15% Notes
  due Feb. 15, 2012     $1,532 12557WQM6    $800   2.03746
7.25% Notes
  due Feb. 15, 2012    $30,577 12557WSY8    $800   2.03746
7.00% Notes
  due Feb. 15, 2012    $17,676 12557WTF8    $800   2.03746
5.00% Notes
  due March 15, 2012      $482 12557WQV6    $800   2.03746
5.00% Notes
  due March 15, 2012    $1,059 12557WRD5    $800   2.03746
7.25% Notes
  due March 15, 2012   $13,609 12557WTM3    $800   2.03746
7.75% Notes
  due April 2, 2012   $259,646 125581AB4    $800   2.03746
5.75% Notes
  due Aug. 15, 2012       $466 12557WA68    $800   2.03746
3.80% Notes due
  Nov. 14, 2012     EUR450,000 XS0234935434 $800   2.03746
5.50% Notes
  due Nov. 15, 2012     $2,711 12557WC41    $800   2.03746
5.50% Notes
  due Nov. 15, 2012     $1,381 12557WC82    $800   2.03746
7.63% Notes
  due Nov. 30, 2012 $1,277,653 125577AZ9    $800   2.03746
5.50% Notes
  due Dec. 15, 2012       $495 12557WSF9    $800   2.03746
7.00% Notes
  due Dec. 15, 2012    $36,343 12557WSK8    $800   2.03746
7.25% Notes
  due Dec. 15, 2012    $19,425 12557WSN2    $800   2.03746
7.30% Notes
  due Dec. 15, 2012    $11,775 12557WSS1    $800   2.03746
Floating Rate Notes
  due Dec. 21, 2012   $290,705 12560PEP2    $800   2.03746
6.15% Notes
  due Jan. 15, 2013    $29,038 12557WAZ4    $700   3.25993
6.25% Notes
  due Jan. 15, 2013    $62,461 12557WBC4    $700   3.25993
6.15% Notes
  due Jan. 15, 2013    $52,560 12557WBF7    $700   3.25993
6.25% Notes
  due Jan. 15, 2013    $53,967 12557WBJ9    $700   3.25993
7.50% Notes
  due Jan. 15, 2013    $27,292 12557WSW2    $700   3.25993
6.25% Notes
  due Feb. 15, 2013    $22,781 12557WBM2    $700   3.25993
6.20% Notes
  due Feb. 15, 2013    $24,387 12557WBQ3    $700   3.25993
6.00% Notes
  due Feb. 15, 2013    $22,368 12557WBT7    $700   3.25993
7.60% Notes
  due Feb. 15, 2013    $23,615 12557WTC5     $700   3.25993
6.15% Notes
  due Feb. 15, 2013    $23,318 12557WBW0     $700   3.25993
5.40% Notes
  due March 7, 2013    $483,516 125581AX6    $700   3.25993
7.75% Notes
  due March 15, 2013    $18,242 12557WTK7    $700   3.25993
7.90% Notes
  due March 15, 2013    $17,591 12557WTN1    $700   3.25993
7.25% Notes
  due March 15, 2013    $5,350 12557WTR2     $700   3.25993
6.00% Notes
  due March 15, 2013    $26,178 12557WBZ3    $700   3.25993
6.00% Notes
  due March 15, 2013    $27,547 12557WCC3    $700   3.25993
6.10% Notes
  due March 15, 2013    $27,499 12557WCF6    $700   3.25993
6.25% Notes
  due March 15, 2013    $26,121 12557WCJ8    $700   3.25993
6.15% Notes
  due April 15, 2013    $24,593 12557WCM1    $700   3.25993
6.15% Notes
  due April 15, 2013    $28,983 12557WCQ2    $700   3.25993
6.05% Notes
  due April 15, 2013    $19,386 12557WCT6    $700   3.25993
6.05% Notes
  due May 15, 2013      $44,494 12557WCW9    $700   3.25993
4.95% Notes
  due May 15, 2013       $9,133 12557WCZ2    $700   3.25993
4.95% Notes
  due May 15, 2013      $11,492 12557WDC2    $700   3.25993
4.88% Notes
  due June 15, 2013      $6,237 12557WDF5    $700   3.25993
4.85% Notes
  due June 15, 2013      $7,956 12557WDJ7    $700   3.25993
4.60% Notes
  due June 15, 2013      $9,421 12557WDM0    $700   3.25993
4.45% Notes
  due June 15, 2013      $5,051 12557WDQ1    $700   3.25993
Floating Rate
  Notes due
  June 20, 2013(3)   EUR500,000 XS0258343564 $700   3.25993
5.05% Notes
  due July 15, 2013      $5,228 12557WEF4    $700   3.25993
4.65% Notes
  due July 15, 2013      $9,267 12557WDT5    $700   3.25993
4.75% Notes
  due July 15, 2013      $2,318 12557WDW8    $700   3.25993
5.00% Notes
  due July 15, 2013     $15,182 12557WDZ1    $700   3.25993
4.75% Notes
  due July 15, 2013      $5,779 12557WEC1    $700   3.25993
5.30% Notes
  due Aug. 15, 2013      $7,479 12557WEJ6    $700   3.25993
5.50% Notes
  due Aug. 15, 2013      $2,903 12557WEM9    $700   3.25993
5.50% Notes
  due Aug. 15, 2013      $6,810 12557WEQ0    $700   3.25993
5.40% Notes
  due Sept. 15, 2013     $2,445 12557WET4    $700   3.25993
5.50% Notes
  due Sept. 15, 2013     $4,171 12557WEW7    $700   3.25993
5.25% Notes
  due Sept. 15, 2013     $4,374 12557WEZ0    $700   3.25993
5.20% Notes
  due Sept. 15, 2013     $4,378 12557WFC0    $700   3.25993
5.20% Notes due
  October 15, 2013       $5,497 12557WFF3    $700   3.25993
5.20% Notes due
  October 15, 2013       $8,130 12557WFJ5    $700   3.25993
5.25% Notes due
  October 15, 2013       $3,359 12557WFM8    $700   3.25993
5.30% Notes
  due Nov. 15, 2013      $3,146 12557WFQ9    $700   3.25993
5.10% Notes
  due Nov. 15, 2013      $7,480 12557WFT3    $700   3.25993
5.40% Notes
  due Dec. 15, 2013      $5,783 12557WFW6    $700   3.25993
5.20% Notes
  due Dec. 15, 2013      $7,241 12557WFZ9    $700   3.25993
5.10% Notes
  due Jan. 15, 2014      $2,897 12557WGC9    $700   3.25993
4.85% Notes
  due Jan. 15, 2014      $1,333 12557WGF2    $700   3.25993
5.00% Notes
  due Feb. 13, 2014    $671,749 125581AH1    $700   3.25993
5.00% Notes
  due Feb. 15, 2014      $5,957 12557WGJ4    $700   3.25993
4.90% Notes
  due Feb. 15, 2014      $1,958 12557WGM7    $700   3.25993
7.85% Notes
  due Feb. 15, 2014     $23,034 12557WSZ5    $700   3.25993
7.65% Notes
  due Feb. 15, 2014     $10,897 12557WTG6    $700   3.25993
4.80% Notes
  due March 15, 2014     $4,492 12557WGQ8    $700   3.25993
4.60% Notes
  due March 15, 2014     $4,211 12557WGT2    $700   3.25993
7.85% Notes
  due March 15, 2014     $4,573 12557WTS0    $700   3.25993
4.80% Notes
  due April 15, 2014     $2,177 12557WGW5    $700   3.25993
5.10% Notes
  due April 15, 2014     $5,735 12557WGZ8    $700   3.25993
5.00% Notes due
  May 13, 2014(3)    EUR463,405 XS0192461837 $700   3.25993
5.25% Notes
  due May 15, 2014       $4,898 12557WHC8    $700   3.25993
5.80% Notes
  due May 15, 2014      $11,357 12557WHF1    $700   3.25993
5.70% Notes
  due June 15, 2014      $8,890 12557WHJ3    $700   3.25993
5.75% Notes
  due June 15, 2014     $10,815 12557WHM6    $700   3.25993
5.75% Notes
  due June 15, 2014      $1,930 12557WRU7    $700   3.25993
5.85% Notes
  due June 15, 2014      $1,593 12557WRX1    $700   3.25993
6.00% Notes
  due June 15, 2014     $10,892 12557WSA0    $700   3.25993
5.65% Notes
  due July 15, 2014      $8,504 12557WHQ7    $700   3.25993
5.30% Notes
  due July 15, 2014     $10,005 12557WHT1    $700   3.25993
5.20% Notes
  due Aug. 15, 2014      $5,691 12557WHW4    $700   3.25993
5.30% Notes
  due Aug. 15, 2014      $3,915 12557WHZ7    $700   3.25993
6.00% Notes
  due Aug. 15, 2014      $2,555 12557WA27    $700   3.25993
6.00% Notes
  due Aug. 15, 2014      $2,389 12557WA76    $700   3.25993
5.25% Notes
  due Sept. 15, 2014    $16,332 12557WJC6    $700   3.25993
5.05% Notes
  due Sept. 15, 2014    $17,112 12557WJF9    $700   3.25993
5.13% Notes
  due Sept. 30, 2014   $638,267 125581AK4    $700   3.25993
4.90% Notes due
  October 15, 2014       $5,520 12557WJJ1    $700   3.25993
5.10% Notes due
  October 15, 2014      $13,944 12557WJM4    $700   3.25993
5.05% Notes due
  Nov. 15, 2014          $7,238 12557WJQ5    $700   3.25993
5.50% Notes due
  Dec. 1, 2014       GBP480,000 XS0207079764 $700   3.25993
5.13% Notes
  due Dec. 15, 2014      $7,632 12557WJT9    $700   3.25993
5.10% Notes
  due Dec. 15, 2014     $18,101 12557WJW2    $700   3.25993
5.05% Notes
  due Jan. 15, 2015      $6,302 12557WJZ5    $700   3.25993
5.00% Notes
  due Feb. 1, 201 5    $671,141 125581AR9    $700   3.25993
4.95% Notes
  due Feb. 15, 2015      $6,678 12557WKC4    $700   3.25993
4.90% Notes
  due Feb. 15, 2015      $6,848 12557WKF7    $700   3.25993
7.90% Notes
  due Feb. 15, 2015     $24,329 12557WTD3    $700   3.25993
5.10% Notes
  due March 15, 2015    $12,247 12557WKJ9    $700   3.25993
5.05% Notes
  due March 15, 2015     $2,575 12557WKM2    $700   3.25993
4.25% Notes due
  March 17, 2015     EUR412,500 XS0215269670 $700   3.25993
5.38% Notes
  due April 15, 2015     $6,369 12557WKQ3    $700   3.25993
5.25% Notes
  due May 15, 2015      $15,954 12557WKT7    $700   3.25993
5.30% Notes
  due May 15, 2015      $27,090 12557WKW0    $700   3.25993
5.10% Notes
  due June 15, 2015     $14,930 12557WKZ3    $700   3.25993
5.05% Notes
  due June 15, 2015     $10,912 12557WLA7    $700   3.25993
5.20% Notes
  due June 15, 2015      $8,322 12557WLF6    $700   3.25993
  5.30% Notes
due Aug. 15, 2015       $10,741 12557WLJ8    $700   3.25993
5.38% Notes
  due Aug. 15, 2015     $15,892 12557WLM1    $700   3.25993
5.25% Notes
  due Sept. 15, 2015    $11,241 12557WLQ2    $700   3.25993
5.10% Notes
  due Sept. 15, 2015     $4,898 12557WLT6    $700   3.25993
5.50% Notes
  due Nov. 15, 2015      $4,016 12557WLW9    $700   3.25993
5.80% Notes
  due Nov. 15, 2015      $7,456 12557WLZ2    $700   3.25993
5.75% Notes
  due Dec. 15, 2015      $8,155 12557WMC2    $700   3.25993
5.80% Notes
  due Dec. 15, 2015     $12,621 12557WMF5    $700   3.25993
5.40% Notes
  due Jan. 30, 2016    $604,263 125581AW8    $700   3.25993
5.85% Notes
  due March 15, 2016    $14,372 12557WMJ7    $700   3.25993
5.80% Notes
  due March 15, 2016    $11,705 12557WMM0    $700   3.25993
6.00% Notes
  due March 15, 2016    $69,046 12557WMQ1    $700   3.25993
5.88% Notes
  due April 15, 2016     $4,888 12557WMT5    $700   3.25993
6.05% Notes
  due May 15, 2016      $14,943 12557WMW8    $700   3.25993
6.15% Notes
  due May 15, 2016      $18,636 12557WMZ1    $700   3.25993
6.10% Notes
  due June 15, 2016     $15,478 12557WNC1    $700   3.25993
6.10% Notes
  due June 15, 2016     $17,660 12557WNF4    $700   3.25993
6.20% Notes
  due Aug. 15, 2016     $37,135 12557WNJ6    $700   3.25993
6.13% Notes
  due Aug. 15, 2016     $36,401 12557WNN7    $700   3.25993
5.85% Notes
  due Sept. 15, 2016   $391,533 125581CS5    $700   3.25993
6.05% Notes
  due Sept. 15, 2016    $31,772 12557WNS6    $700   3.25993
5.95% Notes
  due Sept. 15, 2016    $11,219 12557WNW7    $700   3.25993
4.65% Notes due
  Sept. 19, 2016     EUR474,000 XS0268133799 $700   3.25993
6.00% Notes
  due Nov. 15, 2016     $29,155 12557WPA3    $700   3.25993
5.95% Notes
  due Nov. 15, 2016     $13,264 12557WPE5    $700   3.25993
Floating Rate Notes
  due Dec. 14, 2016     $34,452 12560PDK4    $700   3.25993
5.80% Notes
  due Dec. 15, 2016     $35,842 12557WPJ4    $700   3.25993
5.65% Notes
  due Dec. 15, 2016      $8,701 12557WPN5    $700   3.25993
5.70% Notes
  due Dec. 15, 2016      $9,571 12557WPS4    $700   3.25993
5.70% Notes
  due Dec. 15, 2016      $9,817 12557WPW5    $700   3.25993
5.50% Notes due
  Dec. 20, 2016      GBP367,400 XS0278525992 $700   3.25993
5.65% Notes
  due Feb. 13, 2017    $548,087 125577AY2    $700   3.25993
5.85% Notes
  due Feb. 15, 2017      $7,724 12557WQA2    $700   3.25993
5.95% Notes
  due Feb. 15, 2017     $11,074 12557WQE4    $700   3.25993
5.85% Notes
  due Feb. 15, 2017      $6,471 12557WQJ3    $700   3.25993
5.80% Notes
  due Feb. 15, 2017      $7,792 12557WQN4    $700   3.25993
Floating Rate Notes
  due March 15, 2017    $50,000 12560PDR9    $700   3.25993
5.75% Notes
  due March 15, 2017     $6,741 12557WQS3    $700   3.25993
5.75% Notes
  due March 15, 2017    $13,498 12557WQW4    $700   3.25993
5.70% Notes
  due March 15, 2017     $9,533 12557WRA1    $700   3.25993
5.65% Notes
  due March 15, 2017     $5,935 12557WRE3    $700   3.25993
5.75% Notes
  due March 15, 2017    $10,298 12557WRJ2    $700   3.25993
5.75% Notes
  due May 15, 2017       $2,708 12557WRL7    $700   3.25993
5.80% Notes
  due May 15, 2017       $3,779 12557WRN3    $700   3.25993
5.80% Notes
  due May 15, 2017       $5,038 12557WRQ6    $700   3.25993
6.00% Notes
  due June 15, 2017     $23,842 12557WRS2    $700   3.25993
6.00% Notes
  due June 15, 2017      $8,205 12557WRV5    $700   3.25993
6.10% Notes
  due June 15, 2017      $6,648 12557WRY9    $700   3.25993
6.25% Notes
  due June 15, 2017     $10,535 12557WSB8    $700   3.25993
6.25% Notes
  due Aug. 15, 2017      $1,190 12557WA35    $700   3.25993
6.25% Notes
  due Nov. 15, 2017      $8,958 12557WB42    $700   3.25993
6.25% Notes
  due Nov. 15, 2017     $11,778 12557WB75    $700   3.25993
6.25% Notes
  due Nov. 15, 2017      $6,339 12557WC25    $700   3.25993
6.40% Notes
  due Nov. 15, 2017      $3,404 12557WC58    $700   3.25993
6.50% Notes
  due Nov. 15, 2017      $2,197 12557WC90    $700   3.25993
10-Year Forward
Rate Bias Notes due
  Dec. 11, 2017        $500,000 N/A          $700   3.25993
6.50% Notes
  due Dec. 15, 2017        $556 12557WSG7    $700   3.25993
7.50% Notes
  due Dec. 15, 2017     $24,275 12557WSL6    $700   3.25993
7.75% Notes
  due Dec. 15, 2017     $14,936 12557WSP7    $700   3.25993


7.80% Notes
  due Dec. 15, 2017      $8,731 12557WST9    $700   3.25993
5.80% Senior
  Notes due
  October 1, 2036      $316,015 12560PFP1    $700   3.25993
12.00% Subordinated
  Notes due
  Dec. 18, 2018      $1,117,448 125581FS2      $0   4.07492
12.00% Subordinated
  Notes due
  Dec. 18, 2018         $31,559 U17186AF1      $0   4.07492
6.10% Junior
Subordinated Notes
  due March 15, 2067   $750,000 125577AX4      $0    2.0374

  =========================================================
              Delaware Funding Outstanding Notes
  =========================================================
4.65% Notes 125568AA3/
  due July 1, 2010   $1,000,000 125568AB1           $1
5.60% Notes
  due Nov. 2, 2011     $487,000 125568AE5           $1
5.20% Notes 125568AC9/
  due June 1, 2015     $657,408 125568AD7           $1
  =========================================================

A copy of the offering memorandum is available for free at:

       http://researcharchives.com/t/s?4655

The Company said that if it does not achieve the objectives of the
exchange offers, it may decide to initiate a voluntary filing
under Chapter 11 of the U.S. Bankruptcy Code.  Therefore, the
Company is concurrently soliciting bondholders and other holders
of CIT debt to approve a prepackaged plan of reorganization.

CIT Group Inc may seek a debtor-in-possession loan of $5 billion
to $7 billion if it files for prepackaged bankruptcy, Reuters
said, citing sources familiar with the matter.

Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP and Sullivan & Cromwell LLP are legal counsel in
connection with the restructuring plan.

Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Steering Committee of CIT's bondholders.

             Bondholders Should Sell, CreditSights Says

CIT Group Inc. bondholders should sell their investments as
efforts by the 101-year-old commercial lender to restructure have
"very little hope of succeeding," said CreditSights Inc.,
according to reporting by Pierre Paulden and Shannon D. Harrington
at Bloomberg.

Bloomberg notes, Bond and credit-default swap prices for CIT show
that investors are speculating the offer to exchange about $29
billion of its debt won't prevent it from filing for bankruptcy.

"Currently CIT's interest expense is too high, it cannot  borrow
economically to fund new business, and its liquidity is stressed,"
CreditSights analysts Adam Steer, David Hendler and Jesse
Rosenthal in New York wrote in an Oct. 4 report.  "After
digging through the details of the exchange offer and subsequent
liquidity plans, we believe CIT's plan has very little hope of
succeeding."

                       About CIT Group Inc.

CIT Group Inc. (NYSE: CIT) -- 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.


CIT GROUP: Board's Plans May Spell End for CEO Peek
---------------------------------------------------
CIT Group Inc.'s plans to increase the size of its board as part
of a $29 billion debt exchange means the company may be preparing
to remove Chief Executive Officer Jeffrey Peek, Dakin Campbell at
Bloomberg reported, citing corporate governance experts.

CIT Group hired Spencer Stuart, the executive search firm, to help
boost the board to 13 members from 10 and said some directors may
resign, according to an Oct. 2 regulatory filing.  A steering
committee of bondholders who provided the company with $3 billion
in July will recommend candidates, CIT said.

"New people with new perspectives can change the balance of power"
and cost Peek his position, said Claudia Allen, chair of Neal
Gerber & Eisenberg LLP's corporate governance practice group in
Chicago. "In many of these troubled financial institutions we have
seen board shakeups."

The board extended Peek's employment contract last month, keeping
him at the helm until at least Sept. 2, 2010.  Mr. Peek earned
$800,000 in base salary last year, and stock and option awards
helped bring his total compensation to $5.4 million, according to
CIT's proxy statement.

                         Restructuring Plan

CIT Group on October 1 announced that it has commenced a
restructuring of its capital structure that has been approved by
the Company's Board of Directors and by the Steering Committee of
CIT's bondholders.  The announcement is an important step in a
comprehensive restructuring plan to enhance CIT's capital levels,
improve its liquidity and return the Company to profitability.

Under the plan, CIT Group Inc. and CIT Group Funding Company of
Delaware LLC (Delaware Funding) are launching exchange offers for
certain unsecured notes.  The Company said that if it does not
achieve the objectives of the exchange offers, it may decide to
initiate a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code.

Therefore, the Company is concurrently soliciting bondholders and
other holders of CIT debt to approve a prepackaged plan of
reorganization.  The Company has been informed by advisors to the
Steering Committee that, subject to review of the offering
memorandum, approximately $10 billion of outstanding unsecured
indebtedness have already indicated their intention to participate
in the exchange offer or vote for the prepackaged plan of
reorganization.

Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP and Sullivan & Cromwell LLP act as legal counsel in
connection with the restructuring plan.

Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Steering Committee of CIT's bondholders.

                       About CIT Group Inc.

CIT Group Inc. (NYSE: CIT) -- 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.


CIT GROUP: Bankr. Filing Could Give Goldman Sachs $1-Bil.
---------------------------------------------------------
Goldman Sachs Group Inc. would make $1 billion if CIT Group Inc.
is put into Chapter 11 bankruptcy protection, the Financial Times
reports, citing people familiar with the matter.  The FT Times
states that under the terms of a $3 billion rescue package made to
the U.S. commercial property lender by Goldman in June 2008, the
bank can demand $1 billion.  The FT Times states that Goldman is
expected to agree to delay payment of all or part of the amount.

                         Restructuring Plan

CIT Group on October 1 announced that it has commenced a
restructuring of its capital structure that has been approved by
the Company's Board of Directors and by the Steering Committee of
CIT's bondholders.  The announcement is an important step in a
comprehensive restructuring plan to enhance CIT's capital levels,
improve its liquidity and return the Company to profitability.

Under the plan, CIT Group Inc. and CIT Group Funding Company of
Delaware LLC (Delaware Funding) are launching exchange offers for
certain unsecured notes.  The Company said that if it does not
achieve the objectives of the exchange offers, it may decide to
initiate a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code.

Therefore, the Company is concurrently soliciting bondholders and
other holders of CIT debt to approve a prepackaged plan of
reorganization.  The Company has been informed by advisors to the
Steering Committee that, subject to review of the offering
memorandum, approximately $10 billion of outstanding unsecured
indebtedness have already indicated their intention to participate
in the exchange offer or vote for the prepackaged plan of
reorganization.

Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP and Sullivan & Cromwell LLP are legal counsel in
connection with the restructuring plan.

Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Steering Committee of CIT's bondholders.

                       About CIT Group Inc.

CIT Group Inc. (NYSE: CIT) -- 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.


CIT GROUP: DBRS Downgrades Long-Term Debt Rating to 'C'
-------------------------------------------------------
DBRS has downgraded the Long-Term Debt of CIT Group Inc. and its
related subsidiaries (CIT or the Company), to C from CC.  The
Company's Issuer rating of CCC is unaffected by today's rating
action.  All ratings remain Under Review with Negative
Implications where they were placed on April 24, 2009.

Today's rating action follows CIT's announcement that it has
commenced a restructuring of its capital structure through a
series of private-exchange offers to exchange approximately $30
billion of its senior unsecured debt (the Existing Notes) for a
series of newly issued secured notes of CIT (the New Notes) and
voting preferred stock.  The exact allocation of New Notes and
preferred stock received will vary depending on the issuer,
maturity date, and position of the Existing Notes exchanged.  The
New Notes will be secured by a second lien on certain of CIT's
assets.

Concurrently, holders of the Existing Notes have been presented a
prepackaged bankruptcy plan that CIT could pursue should the
exchange not be successful or if a meaningful portion of existing
note holders vote in favor of this avenue for restructuring.  In
the prepackaged bankruptcy plan all existing note holders would
receive New Notes and common stock of a post-bankruptcy CIT.  DBRS
notes that an acceptance of the aforementioned exchange offer by a
debt holder also means the debt holder accepts the terms of the
prepackaged bankruptcy plan.  Alternatively, DBRS notes that
bondholders may choose neither option and hold their current
instrument.

DBRS's view this exchange offer as default under DBRS's
definition.  The current debt is being exchanged for debt with
less advantageous characteristics and an equity component, which
DBRS does not view as full and like compensation.  Moreover, given
the sizable amount of the debt that is offered to be exchanged and
the inclusion of the prepackaged bankruptcy plan option, DBRS
views this proposal as coercive.  Accordingly, the Long-Tern debt
ratings have been lowered to "C" reflecting DBRS expectation that,
upon completion of the exchange, the debt that is exchanged will
be placed in a default status in accordance with DBRS policy.
Conversely, should the exchange offer not be completed and CIT
pursues bankruptcy, DBRS would place all debt and the Issuer
Rating of CIT in a default status in accordance with DBRS policy.
In the case that the Company is successful in executing the
proposed exchange, any untendered Existing Notes will be rated at
a level commensurate with the deeply subordinated position as any
untendered notes would rank below the New Notes, the existing
$3.00 billion secured credit facility, and a potentially enlarged
secured credit facility.  Upon completion of the restructure the
New Notes will be assigned a rating by DBRS.

The Under Review Negative reflects the potential outcome of a
bankruptcy filing still exists.  However, should the exchange
offer be successful, DBRS anticipates that the Under Review status
may be revised to Developing reflecting DBRS's belief that a
successful exchange would be a long-term positive for the Company.


CIT GROUP: Exchange Offer Won't Affect S&P's 'SD' Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on CIT
Group Inc. (SD/--/C) will not be affected by CIT's proposed debt
exchange offer.  CIT is proposing a broad-based exchange of
virtually all of its outstanding unsecured debt obligations, which
per S&P's ratings criteria is considered a selective default.
Concurrently, it also offered a prepackaged bankruptcy proposal to
investors; S&P views this as a likely outcome if the exchange is
unsuccessful.

S&P continues to rate CIT's unsecured obligations 'CC', and they
remain on CreditWatch Negative, where they were placed on June 12,
2009.  If the exchange offer is successful, S&P will lower the
rating on the affected issues to 'D' from 'CC' and re-rate the
company once S&P complete a forward-looking review that takes into
account the benefits realized from the restructuring, as well as
any other interim developments.  A declaration of bankruptcy would
cause us to lower both the counterparty and issue level ratings to
'D'.


CITIGROUP INC: To Issue Four Series of Notes; Files Docs with SEC
-----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
documents relating to the issuance by Citigroup Funding Inc. of:

     -- $_________ of Stock Market Upturn NotesSM Based Upon the
        iShares(R) MSCI Brazil Index Fund Due 2011, at $1,000.00
        per Note

        See http://ResearchArchives.com/t/s?464a

     -- $_________ of Stock Market Upturn NotesSM Based Upon the
        Energy Select Sector SPDR(R) Fund Due 2011, at $1,000.00
        per Note

        See http://ResearchArchives.com/t/s?464b

     -- $3,100,000 of 14 Month S&P-GSCI Total Return Linked Notes
        Due 2010

        See at http://ResearchArchives.com/t/s?464c

     -- $3,100,000 of Notes Based Upon the S&P GSCI TM Precious
        Metals Total Return Index Due December 3, 2010

        See http://ResearchArchives.com/t/s?464d

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

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

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

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


COGECO CABLE: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------
Fitch Ratings has affirmed Cogeco Cable Inc.'s Issuer Default
Rating and debt ratings:

  -- IDR at 'BB+';
  -- Senior secured notes at 'BBB-';
  -- Senior secured credit facility at 'BBB-'.

The Rating Outlook is Stable.

The ratings reflect Cogeco's stable credit protection measures and
the strength in the Canadian operations that generate the majority
of the company's revenue and cash flow.  Consequently, the
consolidated financial outlook should remain stable for FY2010
based on expectations for comparable levels of cash generation as
FY2009, leverage in the range of 2.2 times(x) to 2.4x and good
liquidity supported by significant availability under its credit
facility.  This compares to leverage at the end of the third
fiscal quarter of 2008 of approximately 3.0 times(x).  Free cash
flow levels for FY2010 are expected to moderate, absent
considerations for CAD55 million of expected income tax
recoveries, primarily due to higher investment for DOCSIS 3.0
upgrades as well as success based spending for Cogeco Data
Services contracts and demand associated with HD decoders.  FCF
for the last twelve months was CAD86 million.

Currently, Fitch believes the Canadian operations more than offset
the increased business risk in Cogeco's European operations, which
have been significantly affected in Portugal by the competitive
environment where Cogeco's much larger rivals have aggressively
battled for market share.  Cogeco has refocused its strategic
goals in the short-term with concentrated retention and
promotional activities that should begin to stabilize losses,
although it's very likely that Cabovisao RGU's additions will
continue to be negative in FY2010.  Results for the first half of
FY2010 should be a good indicator of whether Cogeco's actions have
gained traction in Portugal.  Fitch believes the market
environment will remain overly challenging for the foreseeable
future potentially until industry RGU growth slows materially
given the past overbuild activity as operators expand their
bundled offerings for digital terrestrial television, telephony,
mobile broadband and satellite television.  Fitch anticipates that
Cogeco may need to provide a modest level of funding in FY2010 to
the Portugal operations.

Cogeco currently has good liquidity through its credit facilities,
cash position, free cash flow and recent debt offering.  Cogeco
does not have any debt maturities in FY2010 except for
CAD37.5 million in term loan amortization.  In FY2011, Cogeco's
credit facility and term loans are due in July 2011.  In advance
of the syndicated credit facility maturing, Fitch expects the
company to begin discussions with the bank group.  Term, size,
covenants and pricing will be dependent on market conditions at
that time.  Importantly for Cogeco, the company generates FCF (in
excess of $100 million expected for FY2010), has demonstrated
access to the capital markets during the past year and has not
borrowed heavily under the credit facility.

Cogeco's current CAD885 million secured credit facility includes a
CAD725 million revolver and CAD160 million term loan that reduced
by CAD22.5 million in July 2009.  As of May 31, 2009, Cogeco Cable
had drawn a total of CAD212 million on its credit facility
revolver.  In June 2009, Cogeco issued CAD300 of five-year secured
senior notes and repaid CAD150 million of secured notes due June
2009.  Cogeco's cash position was approximately CAD43 million as
of end of the third fiscal quarter of 2009.  Cogeco also has
significant flexibility under its financial covenants in the event
of an acquisition although market conditions have significantly
limited past opportunities.


COINSTAR INC: S&P Assigns 'BB' Rating on $200 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
rating on Coinstar's $200 million 4% convertible senior notes due
2014.  The recovery rating is '4', indicating an average (30%-50%)
recovery of principal in the event of default.  In addition, S&P
affirmed its 'BB' corporate credit rating on Coinstar.  The
outlook is positive.

Proceeds will be used to repay Coinstar's $87.5 million term loan
and to pay down approximately $105 million of the outstanding
balance under the $400 million revolver.

"The ratings on Bellevue, Washington-based Coinstar Inc. reflect a
business characterized by significant customer concentration,
short-term contracts, and aggressive growth plans which could
hinder profitability in the short term," said Standard & Poor's
credit analyst Jackie Oberoi.  Positive considerations include the
company's industry-leading position in automated coin-counting and
DVD kiosk machines, satisfactory credit measures, and historically
strong free cash flow generation.

Coinstar's recent very high growth in coin, DVD, and e-payment
machines, and change in product mix from acquisitions have
pressured margins.  They declined to 17% for the 12 months ended
June 30, 2009, from about 21% historically.  Coinstar expects to
increase the number of coin machines by nearly 1,000 in fiscal
2009, and increase the number of DVD rental kiosks by 7,500-8,500
over the same period.  The company will focus on these two
businesses in the future and announced the sale of its
entertainment business in August 2009 and announced it will also
sell its E-Pay and Money Transfer businesses, as well.  Sale of
these lower-margin business units should enhance Coinstar's
overall margins in the long run.  However, S&P expects margins to
remain under pressure for the next year as Coinstar continues to
expand its DVD business and as new installations from the past
several years begin to mature.

S&P believes Coinstar's customer concentration is a significant
credit risk, with the company's largest customer, Wal-Mart Stores
Inc., accounting for 23% of consolidated revenue for the quarter
ended June 30, 2009; no other retail customer accounts for more
than 10% of consolidated revenues.  Customer concentration
increased over the past 12 months as Coinstar expanded its
Coinstar coin-counting machines and Redbox DVD rental machines
into Wal-Mart stores.


COOPER-STANDARD: CS Automotive Rehires 115 Workers at Mt. Sterling
------------------------------------------------------------------
Workers at Cooper-Standard Automotive's plant in Mt. Sterling,
Kentucky, were brought back from layoffs, according to a report
by Mt. Sterling Advocate.

Of the 157 workers, 115 are employees brought back from layoffs
while 42 are new hires.  The plant, which now employs 290
workers, had undergone a series of layoffs earlier this year,
stripping the plant of a significant part of its work force.

"Everybody that has wanted to come back we brought back and for
those who didn't we hired new people," Mt. Sterling Advocate
quoted Sharon Wenzl, Cooper Standard's vice president of
corporate communications, as saying.

The Mt. Sterling plant makes hoses and tubing assemblies for
automobile manufacturers.  Among its clients are General Motors,
Ford, Chrysler and Nissan.

                       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: CSA Canada's Motion to Pay Monitor's Fees
----------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. asks the Ontario Superior
Court of Justice to approve the payment of fees and expenses of
RSM Richter Inc. and Ogilvy Renault LLP for the period August 4
to August 31, 2009.

RSM Richter seeks payment of $34,295 in fees and $83 in
reimbursable expenses while Ogilvy seeks payment of $46,500 in
fees and $578 in reimbursable expenses.

RSM Richter is the firm appointed by the Canadian Court to
monitor the assets of CSA Canada while Ogilvy serves as RSM
Richter's counsel.

                       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: CSA Canada Wants Monitor's Activities Approved
---------------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. asks the Ontario Superior
Court of Justice to approve these activities undertaken by RSM
Richter Inc. as their monitor:

  (1) reviewing financial information forwarded by CSA Canada
      via Alvarez & Marsal North America LLC, the financial
      adviser of Cooper companies;

  (2) communicating with creditors, as required;

  (3) attending various conference calls relating to the
      subsidiary funding;

  (4) attending in court on the proceedings brought by Cooper
      Tire and Rubber Company Cooper; and

  (5) drafting RSM's 2nd monitor report.

                       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)


CROWE MANUFACTURING: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Crowe Manufacturing Services, Inc., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court Southern
District of Ohio, listing $1 million to $10 million in assets
against $1 million to $10 million in debts owed to less than 99
creditors.

Court documents say that Honda of South Carolina Manufacturing is
Crowe Manufacturing's largest unsecured creditor, owed about
$162,000, an amount that is being disputed, according to the
filing. It lists fewer than 99 creditors.

Anne Frayne, Esq., at Myers & Frayne Co. assists Crowe
Manufacturing in its restructuring efforts.

Dayton-based Crowe Manufacturing Services, Inc., specializes in
CNC machining, contract manufacturing, and turnkey assembly
services.


DBSD NORTH AMERICA: Court Blocks Sprint's Bid to File Claims
------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New Your ruled that claims filed by Sprint
Nextel Inc. against any entities of DBSD North America Inc. and
its debtor-affiliates other than New Satellite Services are
disallowed, citing that there is no basis exists under the facts
presented to impose joint and several liability on the Debtors.

On June 25, 2009, Sprint filed a claim of about $1.9 billion
composed of nine identical proofs of claims worth $211 million
each.

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve
as the Debtors' counsel.  Jefferies & Company is the proposed
financial advisors to the Debtors.  The Garden City Group Inc. is
the court-appointed claims agent for the Debtors.  When the
Debtors sought for protection from their creditors, they listed
between $500 million and $1 billion each in assets and debts.


DELPHI CORP: Set to Emerge from Chapter 11
------------------------------------------
Bernard Simon at The Financial Times reports that Delphi Corp. is
set to emerge from Chapter 11 bankruptcy protection in the next
few days after one of the U.S.'s longest, costliest and most
complex court-supervised restructurings.

According to FT, Delphi, since filing for court protection in
October 2005, has paid more than $400 million to lawyers,
financial advisers and consultants, not only for itself but also
for six unions representing its US workers.  Almost 19,000
documents have been filed with the New York bankruptcy court
overseeing the case.

The Company aims to complete regulatory approvals required to put
its court-supervised restructuring in place, FT, said, citing a
person familiar with the situation.

After its emergence, Delphi will be controlled by a group of more
than 50 banks and hedge funds -- led by Elliott Management and
Silver Point Capital -- whose loans kept it afloat during the
bankruptcy proceedings.

General Motors, which has contributed $12.5 billion to keep Delphi
afloat over the past four years, will have a small equity stake.
Delphi was spun off by GM in 1999 and is its biggest supplier.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.

At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.

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


DIAMOND OAKS: Has Until October 7 to File Schedules and Statements
------------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California extended until Oct. 7, 2009,
Diamond Oaks Vineyards, Inc., and Southland Thoroughbred Farms,
Inc.'s time to file their schedules of assets and liabilities and
statement of financial affairs.

Calistoga, California-based Diamond Oaks Vineyards, Inc. operates
a winery.  The Company and Southland Thoroughbred Farms, Inc.
filed for Chapter 11 on Sept. 14, 2009 (Bankr. N.D. Calif. Case
Nos. 09-12995 and 09-12996).  David N. Chandler, Esq. at the Law
Offices of David N. Chandler represents the Debtors in their
restructuring efforts.  The Debtors listed assets and debts both
ranging from $10,000,001 to $50,000,000.


DIAMOND OAKS: Meeting of Creditors Scheduled for October 23
-----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Diamond Oaks Vineyards, Inc., and Southland Thoroughbred Farms,
Inc.'s Chapter 11 cases on Oct. 23, 2009, at 1:30 p.m.  The
meeting will be held at the Office of the U.S. Trustee, 777 Sonoma
Ave. No. 116, Santa Rosa, California.

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

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

Calistoga, California-based Diamond Oaks Vineyards, Inc. operates
a winery.  The Company and Southland Thoroughbred Farms, Inc.
filed for Chapter 11 on Sept. 14, 2009 (Bankr. N.D. Calif. Case
Nos. 09-12995 and 09-12996).  David N. Chandler, Esq., at the Law
Offices of David N. Chandler represents the Debtors in their
restructuring efforts.  The Debtors listed assets and debts both
ranging from $10,000,001 to $50,000,000.


DONALD RAY JONES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Donald Ray Jones
           dba Express Oil Company
           aka Don R Jones
        919 North Main St.
        P.O. Box 432
        Hallettsville, TX 77964

Bankruptcy Case No.: 09-60167

Chapter 11 Petition Date: October 2, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: Jerome A. Brown, Esq.
                  Brown & Associates
                  PO Box 1667
                  Victoria, TX 77902
                  Tel: (361) 579-6700
                  Email: jerome@txbizlaw.com

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

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

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

            http://bankrupt.com/misc/txsb09-60167.pdf

The petition was signed by Mr. Jones.


DRS INC: Donahue Assoc. Raises Going Concern Doubt Due to Losses
----------------------------------------------------------------
Donahue Associates, L.L.C., in Monmouth Beach, New Jersey,
expressed substantial doubt about DRS Inc.'s ability to continue
as a going concern after auditing the Company's financial
statements for the fiscal years ended June 30, 2009, and June 30,
2008.  The auditor noted that the Company suffered recurring
losses and negative cash flows from operations.

The management plans to raise capital through an offering of its
common stock.  The Company will use the proceeds of this offering
to purchase the leased equipment.  The management estimates the
purchase will save the Company $475,000 in depreciation expense,
leased trucks expense, and interest expense.

The Company's balance sheet at June 30, 2009, showed total assets
of $1,280,325 and total liabilities of $1,433,012, resulting in a
stockholders' deficit of $152,687.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $579,777 compared with a net loss of $333,278 for the same
period in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?463f

Headquartered in New York City, DRS Inc. (OTC:DRSX) is an
organization specializing in jewelry Findings, Tools For The
Jeweler & Watchmaker, Fraternal & Masonic Jewelry, and Medical
Jewelry.  In addition, the Company is also known for its Designer
Clasps, Claddagh & Celtic Jewelry, Military, and Personalized
Jewelry.


EASY STREET: Has until October 15 to File Schedules and Statements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah extended until
Oct. 15, 2009, Easy Street Holding, LLC, and its debtor-
affiliates' time to file their schedules of assets and liabilities
and statement of financial affairs.

Park City, Utah-based Easy Street Holding, LLC, and its affiliates
filed for Chapter 11 on Sept. 14, 2009 (Bankr. D. Utah Case Nos.
09-29905 to 09-29908).  Steven J. McCardell, Esq., at Durham Jones
& Pinegar represents the debtors in their restructuring efforts.
In their petition, they listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in debts.


EASY STREET: U.S. Trustee Sets Meeting of Creditors for October 8
-----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Easy Street Holding, LLC, and its debtor-affiliates' Chapter 11
cases on Oct. 8, 2009, at 2:00 p.m.  The meeting will be held at
405 South Main Street, Suite 250, Salt Lake City, Utah.

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.

Park City, Utah-based Easy Street Holding, LLC, and its affiliates
filed for Chapter 11 on Sept. 14, 2009 (Bankr. D. Utah Case Nos.
09-29905 to 09-29908).  Steven J. McCardell, Esq., at Durham Jones
& Pinegar represents the debtors in their restructuring efforts.
In their petition, they listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in debts.


EDG HOLDINGS: Has Until October 15 to File Schedules & Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
extended Until Oct. 15, 2009, EDG Holdings, Inc.'s time to file
its schedules of assets and liabilities and statement of financial
affairs.

Mount Vernon, Illinois-based EDG Holdings, Inc., operates a real
estate business.  The Company filed for Chapter 11 on Sept. 15,
2009 (Bankr. S.D. Ill. Case No. 09-41525).  Terry Sharp, Esq.,
represents the Debtor in its restructuring effort.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


EQUIPMENT FINDERS: Meeting of Creditors Scheduled for October 16
----------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Equipment Finders of Tennessee, Inc.'s Chapter 11 case on
Oct. 16, 2009, at 10:00 a.m.  The meeting will be held at the
Customs House, 701 Broadway, Room 100, Nashville, 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.

Nashville, Tennessee-based Equipment Finders of Tennessee, Inc.,
filed for Chapter 11 on Sept. 11, 2009 (Bankr. M.D. Tenn. Case No.
09-10426).  William L. Norton III, Esq., at Bradley Arant Boult
Cummings LLP, represents the Debtor in its restructuring effort.
In its petition, the Debtor listed assets and debts both ranging
from $10,000,001 to $50,000,000.


ESCADA AG: Herz Brothers Trims Holdings to Below 20%
----------------------------------------------------
German billionaires Wolfgang Herz and Michael Herz have reduced
their holdings in insolvent Escada AG "to below 20 percent from
close to 25 percent," Reuters said in a report dated Sept. 30,
2009.

The Herz Brothers each owned 12.45 percent shares of Escada
stock.  Following the reduction, they presently hold a total
voting stake of 19.53 percent in the Company, according to
Reuters.

The Herz Brothers' decision to trim their stock holdings in
Escada AG is contrary to reports citing their interest to put
more money into the Germany-based Company as it plunged into
insolvency in August 2009.  The reduction, however, will not lead
to an exit of the Herz Brother from Escada, a source familiar
with the matter disclosed to Reuters.

Escada AG had said that it is seeking a buyer for the whole
company, including its Escada USA unit.  It has reportedly
attracted potential investors in Germany and abroad, including
private equity firms Change Capital LLP, Vestar Europe, Sun
Capital Partners Inc., LVMH Moe Hennessy, Louis Vuitton SA and
PPR SA.


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

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

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

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

                          Debtor Objects

On behalf of Escada (USA) Inc., Shannon Lowry Nagle, Esq., at
O'Melveny & Myers LLP, in New York, asserts that 717 GFC LLC has
failed to meet its statutory burden under Section 362 of the
Bankruptcy Code.

The Debtor relates that it leased from 717 GFC its flagship store
located at 717 Fifth Avenue, in New York.  The terms of the
parties' Lease Agreement is set to expire on June 30, 2016.  The
Fifth Avenue store is not only the Debtor's most important retail
store but is also the flagship store for the entire Escada Group,
Ms. Nagle points out.

The parties' Lease has been amended several times.  In a
declaration filed in support of the Debtor's response to 717
GFC's Lift Stay Motion, Escada USA Chief Operating Officer
William H. Scott related that under the Third Lease Amendment,
(i) 717 GFC, as landlord, agreed to pay the Debtor $25 million
instead of the $32.5 million the Landlord owed under the Second
Amendment, and (ii) in exchange for the payment, the Landlord had
the right to either terminate the Lease or relocate the Debtor to
a smaller space in the same building.  An additional $5 million
would become payable to the Debtor upon the Landlord's exercise
of either option.

Ms. Nagle notes that 717 GFC has recently sought modification of
the automatic stay to terminate the Fifth Avenue Lease with the
Debtor, arguing that the Debtor's parent company, Escada AG,
commenced an insolvency proceeding in Germany and that the
proceeding is a default under the Lease.  "Completely absent from
the Motion is any assertion that the Debtor is, or prepetition
was, not current with its rent and related obligations under the
Lease or that the automatic stay is causing any harm to the
Landlord," she contends.

It seems that 717 GFC is attempting to call a default
postpetition terminate the Fifth Avenue Lease, one of the
Debtor's valuable assets, to avoid making the $20 million payment
owed under the Third Lease Amendment, Ms. Nagle says.  She tells
the Court that 717 GFC made the first $10 million due payment at
closing but breached the Lease by failing to make the $5 million
payments due on each of June 30, 2009, and August 31, 2009.
"Despite owing the Debtor $10 million, the Landlord is attempting
to terminate the Lease so that the Debtor cannot offset the
payments owed from fixed monthly rent, as provided for in the
Lease."

Ms. Nagle argues that unless and until the Landlord makes the
required payments, the Debtor is not obligated to pay the
Landlord fixed rent for several years under the Lease.  She also
points out that if the Landlord wants to exercise the option to
terminate the Lease, the Third Amendment provides that for that
notice to be effective, the Landlord must also pay the Debtor all
amounts due under the Third Amendment.

The Debtor further maintains that it is still within the initial
120-day statutory period provided by Section 365(d)(4)(A) within
which to decide which leases to assume or reject.  The Debtor
avers that it is compliant with its Section 365(d)(3)
obligations.

Against this backdrop, the Debtor asks the Court to deny 717
GFC's request.

                          About ESCADA AG

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

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

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

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

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


ESCADA AG: U.S. Units Wants October 13 Deadline for Schedules
-------------------------------------------------------------
Escada (USA) Inc. asks Judge Stuart M. Bernstein of the United
States Bankruptcy Court for the Southern District of New York to
extend the time within which it may file its schedules of assets
and liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs through October 13,
2009.

The Court previously extended the Debtor's Schedules and
Statements Filing Deadline through and including September 28,
2009.  The Debtor, however, says it may not be able to complete
this task prior to the current deadline.

Shannon Lowry Nagle, Esq., at O'Melveny & Myers LLP, in New York,
relates that although Escada has made substantial progress toward
the completion of its Schedules and Statements, the Debtor's
finance and legal departments have limited personnel.

According to Ms. Nagle, the Debtor's finance and legal personnel
have been attending to their day-to-day duties, which have
significantly increased due to the Chapter 11 case.  She says
that the Finance and Legal Departments have been tasked with a
number of additional responsibilities to help stabilize the
Debtor's operations, including, among other things, (i) working
to preserve vendor relations, (ii) providing adequate assurance
deposits to utility companies, and (iii) establishing and
maintaining postpetition financial operations and reporting
systems, Ms. Nagle specifies.

In this regard, the Debtor maintains that the requested Schedules
Filing Extension is warranted.

A final Court order has not been issued as of press time.

                          About ESCADA AG

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

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

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

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

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


EXTENDED STAY: Ex-Judge Mabey, Examiner, to Tap Stutman Treister
----------------------------------------------------------------
Diana Adams, the U.S. Trustee for Region 2, sought and obtained
approval from the U.S. Bankruptcy Court for the Southern District
of New York to appoint Ralph Mabey, Esq., as bankruptcy examiner
in the Chapter 11 cases of Extended Stay Inc. and its debtor
affiliates.

The move came after the Court issued a ruling on September 24,
2009, approving the U.S. Trustee's bid for the appointment of an
examiner to investigate the transactions that allegedly resulted
in the Debtors' bankruptcy filing.

Ralph Mabey, Esq., is a senior of counsel of Stutman Treister &
Glatt Professional Corporation.  He served as a bankruptcy judge
from 1979 to 1983.  He founded, and for 20 years headed, the
international bankruptcy practice of LeBoeuf Lamb Greene & MacRae
LLP.  He is a member of the National Bankruptcy Conference's
Executive Committee, the American Law Institute and the American
Bar Association's Select Advisory Committee on Business
Reorganization (SABRE).

Mr. Mabey has been recognized for his experience as an examiner,
trustee and committee counsel, as well as an arbitrator, mediator
and expert witness in many restructuring and bankruptcy related
cases in various jurisdictions throughout the United States.  He
has been recently honored with the 2009 Distinguished Service
Award by the American College of Bankruptcy for his work with
complex restructuring and bankruptcy cases throughout the United
States.

As bankruptcy examiner, Mr. Mabey is tasked to investigate into
the negotiations and closing of the sale of the Debtors to an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein, the events leading to the Debtors' bankruptcy
filing; and whether the Debtors' estates have any claims against
the people involved in the sale or responsible in their
bankruptcy.  He is also authorized to retain his own attorneys
and to issue subpoenas to compel production of documents and
testimony of witnesses.

As part of his duties, Mr. Mabey is required to file in Court a
proposed work plan containing an estimated budget of the costs
and expenses for the investigation and a timeline by which an
examiner report will be filed in Court.  Until that report has
been formally filed, the examiner and his professionals or agents
are not allowed to make any public disclosures concerning the
performance of the investigation or his duties.

In a statement, Mr. Mabey informed the Court that he intends to
retain Stutman Treister as his counsel.  He assured the Court
that the firm does not hold or represent interest adverse to the
Debtors' estates and is a "disinterested persons" under Section
101(14) of the Bankruptcy Code.  Mr. Mabey also disclosed that
Stutman Treister does not and has not represented Mr.
Lichtenstein and does not have any connection with the Debtors,
their creditors or other concerned parties.

The Debtors' attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, says they "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 bankruptcy filing," according to a
report by Bloomberg News.

                 U.S. Trustee Request for Examiner

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).


EXTENDED STAY: Schedules of Assets & Liabilities
------------------------------------------------
A.     Real Property                                        None

B.     Personal Property
B.1    Cash on hand                                            0
B.2    Bank Accounts
       Bank of America Acct 3299033383                 ($72,072)
       Bank of America Acct 3756220092                  200,310
       Bank of America Securities Acct 2232024410 CHM         0
       HSBC Treasury Fund                                     0
B.3    Security Deposits                                       0
B.4    Household goods                                         0
B.5    Collectibles                                            0
B.6    Wearing apparel                                         0
B.7    Jewelry                                                 0
B.8    Firearms, other hobby equipment                         0
B.9    Interests in Insurance Policies                         0
B.10   Annuities                                               0
B.11   Interests in an education IRA                           0
B.12   Interests in IRA, ERISA, other Pension Plans            0
B.13   Business Interests and stocks                Undetermined
B.14   Interests in partnerships                               0
B.15   Government and Corporate Bonds                          0
B.16   Accounts Receivable                                     0
B.17   Alimony, support                                        0
B.18   Other Liquidated Debts
       Wachovia Bank NA                               8,113,379
B.19   Equitable or future interests, life estate              0
B.20   Contingent & noncontingent interests                    0
B.21   Other Contingent & Unliquidated Claims       Undetermined
B.22   Patents                                                 0
B.23   Licenses                                                0
B.24   Customer lists                                          0
B.25   Vehicles                                                0
B.26   Boats, motors, accessories                              0
B.27   Aircraft and accessories                                0
B.28   Office equipment, furnishings and supplies              0
B.29   Machinery                                      37,879,648
        See: http://bankrupt.com/misc/ESHHVProp_SchedB29.pdf
B.30   Inventory                                               0
B.31   Animals                                                 0
B.32   Crops                                                   0
B.33   Farming equipment & implements                          0
B.34   Farm supplies                                           0
B.35   Other Personal Property
       Accrued interest receivable-cash accounts            511
       Miscellaneous property operating receivables       4,830
       Payments & deposits for furniture & fixtures   4,657,897

       TOTAL SCHEDULED ASSETS                       $12,904,854
       ========================================================

C.   Property Claimed as Exempt                   Not Applicable

D.   Secured Claim                                          None

E.   Unsecured Priority Claims                              None

F.   Unsecured Non-priority Claims
     U.S. Bank N.A. & Wells Fargo Bank N.A.      $4,099,849,448
     Bank of America                                  8,500,000
     Manufacturers and Traders Trust Company          8,542,538
     Others                                             625,601
     See http://bankrupt.com/misc/ESIschedF.pdf


       TOTAL SCHEDULED LIABILITIES               $4,117,517,588
       ========================================================

                        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).


EXTENDED STAY: Statement of Financial Affairs
---------------------------------------------
Joseph Teichman, secretary at Extended Stay Inc., informed the
U.S. Bankruptcy Court for the Southern District of New York that
the Company generated income from sources other than the
operations of its business with two years before it filed for
bankruptcy:

Period                Source                       Amount
------                ------                    ------------
  1/01/09 - 06/14/09   Interest income from
                       subsidiary                  $1,033,838

                       Interest income                $67,218

                       Miscellaneous refunds
                       and other income               $10,933

  1/01/08 - 12/31/08   Interest income from
                       subsidiary                  $2,464,348

                       Interest income               $216,862

                       Miscellaneous refunds and
                       other income                  $168,451

                       Legal settlements              $50,000

                       Construction bond refund       $50,000

  1/01/07 - 12/31/07   Interest income from
                       subsidiary                  $3,205,117

                       Interest income               $508,851

                       Legal settlements           $1,134,833

                       Insurance proceeds            $109,427

Mr. Teichman disclosed that within 90 days before the Petition
Date, Extended Stay Inc. paid an aggregate $16,617,242 to various
creditors.  A list of the prepetition payments is available for
free at http://bankrupt.com/misc/ESIPaymentCreditors_90days.pdf

Within one year before the Petition Date, the Company paid an
aggregate of $10,644,952 to these insider creditors:

         Insider                               Amount
         --------                            ----------
         BHAC Capital IV LLC                 $7,500,000
         HVM L.L.C.                          $1,927,937
         The Lightstone Group/Lightstone     $1,217,015
         Real Estate Partners LLC

Extended Stay also disclosed that it paid a total of $8,059,774,
to these firms for services related to debt counseling or
bankruptcy within a year before the Petition Date:

  (1) Fried, Frank, Harris, Shriver & Jacobson, LLP
  (2) Herrick Feinstein, LLP
  (3) Houlihan, Lokey, Howard & Zukin, Inc.
  (4) Kurtzman Carson Consultants, LLC
  (5) Lazard Freres & Co., LLC
  (6) Proskauer Rose, LLP
  (7) Pryor Cashman, LLP
  (8) Seyfarth Shaw, LLP
  (9) Sitrick and Company
(10) Weil, Gotshal & Manges, LLP

The Company is or was a party to 11 lawsuits within the year
immediately before the Petition Date, a list of which can be
accessed for free at http://bankrupt.com/misc/ESI_lawsuits.pdf
Eight of the lawsuits had either been settled or dismissed while
three are still pending.

Within two years prior to Extended Stay's bankruptcy filing, HVM
L.L.C. and The Lightstone Group supervised the keeping of the
Company's books and records.

HVM L.L.C. and Ernst & Young LLP audited the books of account and
records, and prepared the financial statements, of Extended Stay
within two years prior to its bankruptcy.

Mr. Teichman disclosed that BHAC Capital IV LLC and The
Lightstone Group have 100% stock ownership in Extended Stay.

He also disclosed a monthly common stock cash dividend of $1.25
million was given to BHAC Capital IV LLC for each of June through
November 2008.  Various recipients were also given a semi-annual
12% preferred stock dividend in June 2008 with a value of $7,500.

                        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).


EXTENDED STAY: Starwood GRP Expresses Interest in $4.1-B Mortgage
-----------------------------------------------------------------
A group of creditors of Extended Stay Inc. has expressed interest
in buying the company's $4.1 billion mortgage loan for
$3.5 billion, according to Lingling Wei and Kris Hudson of The
Wall Street Journal.

Citing people familiar with the matter, The Journal notes that
the offer calls for the creditor group to put in "more than
$700 million in new equity and most of the existing bondholders to
continue holding their debt."

According to the report, the group is composed of existing
Extended Stay creditors and is led by Starwood Capital Group.
Fortress Investment Group LLC, D.E. Shaw Group and Five Mile
Capital Partners LLC are reportedly part of the creditor group.

If the Starwood group succeeds in buying Extended Stay's
$4.1 billion mortgage loan, it would place itself in a position to
file a rival chapter 11 plan, The Journal quotes sources familiar
with the matter.  A rival plan could allow the investor group to
recover more of their initial investments.

According to The Journal, the Starwood group stands a big chance
to pull off its offer because it puts a higher value on Extended
Stay.  The news source noted that upon its bankruptcy filing,
Extended Stay estimated its value at $3.3 billion while an
appraisal commissioned by TriMont Real Estate Advisors, a special
servicer, pegged the company's value at $2.8 billion.
Nevertheless, the group may still have to overcome other factors.
The Journal cited that a person familiar with the matter said any
entity offering to buy out the mortgage loan should comply with a
10% cash deposit and a 10-day period to close the transaction.

The Starwood group may be among the company's junior investors.
To recall, when Extended Stay filed for bankruptcy projection in
June 2009, it proposed a plan that would enable senior
"commercial-mortgage-backed securities" creditors to get their
money back but would wipe out $4.8 billion in debt, including
those coming from junior investors.

The Journal added that its sources stated that the Starwood Group
proposal has already drawn support from some of Extended Stay's
largest creditors, including Bank of America Corp., Wells Fargo &
Co.'s Wachovia unit and the U.S. Federal Reserve.

The investor group and Extended Stay have declined to comment,
according to the report.

                        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).


EXTENDED STAY: Bank of America Disputes Alleged 'Scheme'
--------------------------------------------------------
Bank of America Corp., sued in June over claims it schemed to push
out Extended Stay Hotels Inc.'s junior debt holders by declaring
the hotel chain in default and taking over its properties.  Bank
of America has told a bankruptcy judge the claims should be
dismissed because the alleged plan was never executed, Erik Larson
at Bloomberg reports.

"Their complaint seeks to recover for an injury that they admit
they never suffered," Bank of America said in the filing.  "If
there is no injury, a plaintiff has failed to establish liability
and is not entitled to any remedy."

As reported by the TCR on Oct. 1, 2009, 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.

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.

On behalf of Line Trust and Deuce, Stephen Meister, Esq., at
Meister Seelig & Fein LLP, in New York, contends that the term
sheet detailing the Debtors' proposed restructuring of their debt
shows fraud and misconduct on the part of Lightstone Group
Chairman David Lichtenstein.

                        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).


FIRSTFED FINANCIAL: Extends Tender Offer Deadlines to Oct. 15
-------------------------------------------------------------
FirstFed Financial Corp. is extending the Expiration Date and
Consent Payment Deadline with respect to its cash tender offers
and consent solicitations for its outstanding senior debt
securities.

The Expiration Date will now be 5:00 p.m., New York City time, on
October 15, 2009, unless extended or earlier terminated by the
Company, and the Consent Payment Deadline will now be 5:00 p.m.,
New York City time, on October 15, 2009, unless extended or
earlier terminated by the Company.

To be eligible to receive the purchase price of $200.00 per $1,000
in principal amount of Securities, which includes the consent
payment of $20.00 per $1,000 in principal amount of Securities,
holders must validly tender, and not validly withdraw, their
Securities prior to the Consent Payment Deadline.  Securities
purchased in the tender offers will be paid for on the applicable
settlement date for each tender offer, which, assuming the tender
offers are not extended, will be promptly after the applicable
Expiration Date.

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

As of 5:00 p.m., New York City time, on September 30, 2009, the
Company had received tenders and consents from holders of
$50,000,000 in aggregate amount of the Fixed/Floating Rate Senior
Debt Debentures due March 15, 2016, representing 100% of such
securities, $20,000,000 in aggregate amount of the Fixed/Floating
Rate Senior Debt Debentures due June 15, 2015, representing 40% of
such securities, and $43,000,000 in aggregate amount of the
Fixed/Floating Rate Senior Debt Debentures due June 15, 2017,
representing 86% of such securities.  For additional information
regarding the terms of the tender offers and consent
solicitations, contact James P. Giraldin, President and Chief
Operating Officer of the Company, at (310) 302-1713.

Requests for documents may be directed to the Corporate Secretary
of the Company at (310) 302-5600.

                           Going Concern

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

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

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

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

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

                     About FirstFed Financial

Based in Los Angeles, California, FirstFed Financial Corp.
(OTC-FFED.PK) -- http://www.firstfedca.com/-- is a savings and
loan holding company.  The Company owns and operates First Federal
Bank of California, a federally chartered savings association.  At
June 30, 2009, the Company had $6.36 billion in total assets and
$6.20 billion in total liabilities.


FLEETPRIDE CORP: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit rating and other ratings on FleetPride Corp.

"The ratings reflect S&P's view of the company's narrow scope of
operations and small size  combined with a highly leveraged
capital structure, minimal free cash flow, and limited room under
financial covenants," said Standard & Poor's credit analyst
Lawrence Orlowski.  FleetPride is the largest independent
distributor of aftermarket heavy-duty truck and trailer parts in
the U.S. The company had 2008 sales of $644 million; its revenues
are more than two and a half times those of its next-largest
competitor.

FleetPride is the only truck parts distributor with a substantial
national presence and comprehensive product offering serving many
customers in diverse end markets.  This offers some protection
from adverse circumstances that could occur with a single customer
or market segment.  Nevertheless, the market is fragmented.
FleetPride's national market share is about 4% when original
equipment manufacturer dealer networks (which tend to carry
limited inventory) are included.

FleetPride has a diverse supplier base, but the company's narrow
scope and relatively small size make it more vulnerable to
downturns in the business cycle.  S&P view pricing flexibility as
limited.  Distributors' profit margins can come under pressure if
demand falls, prices decline, or operational inefficiencies arise
in the supply chain and inventory management system, but so far,
FleetPride's margins have held fairly steady.

Aftermarket demand for heavy-duty truck parts has historically
been relatively stable, fluctuating less than demand for original
equipment vehicles.  Revenue is generally predictable because
demand is determined by the size of the installed truck base,
which is large, and the number of ton-miles driven, which depends
on the country's economic health.  The intermediate-term growth
rate for replacement parts is estimated at 2.5%, supported by the
nondiscretionary nature of parts replacement and expectations for
continued growth in ton-miles driven.  However, S&P believes the
current slowdown in the U.S. economy will continue to hurt
aftermarket sales.  In addition, credit measures have yet to move
back in line with S&P's expectations for the rating because of
lower earnings.

The negative outlook reflects S&P's expectation that the truck
parts distributor market will remain adversely affected by
declining freight tonnage because of the downturn in the U.S.
economy.  S&P could lower the ratings if demand continues to fall
rather than stabilizing, if pricing becomes depressed, or if
operational inefficiencies arise that significantly weaken the
company's credit measures.  For instance, S&P could lower the
ratings if earnings do not eventually recover, leading to debt to
EBITDA of less than 6x, or if the covenant cusion further erodes.
S&P could also lower the rating if the company began using cash in
operations because of lower demand, instead of generating cash by
managing working capital.

Alternatively, S&P could revise the outlook to stable if EBITDA
expansion and deleveraging exceed S&P's current expectations and
leverage looks to decline below 5x.  This would require an
increase in EBITDA of about 25% from recent levels.  S&P believes
an upgrade during the next year is relatively unlikely because of
the limited potential for substantial debt reduction.


FONTAINEBLEAU LV: Judge Cristol Pushes for Quick Sale of Project
----------------------------------------------------------------
Pursuant to Section 1112 of the Bankruptcy Code, the Term Lender
Steering Group is asking the Court for an order converting the
Chapter 11 cases of Fontainebleau Las Vegas Holdings, LLC, and its
debtor affiliates to Chapter 7 of the Bankruptcy Code.

Bruce Bennett, Esq., at Hennigan, Bennett & Dorman LLP, in Los
Angeles, California, says that more than three months have passed
since the commencement of the Chapter cases and although more
than $16 million of the Term Lenders' cash collateral has already
been depleted, no meaningful progress has been achieved by the
Debtors and there is no reasonable likelihood of their
rehabilitation.

The Debtors pinned their hopes for reorganization on the success
of litigation against the Revolving Lenders; those hopes were
dealt a major setback when the District Court, after withdrawing
the reference, denied the Debtors' partial motion for summary
Judgment, says Mr. Bennett.  With completion of the "Tier A"
casino hotel resort -- the Project -- by the Debtors 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, he says.

Mr. Bennett asserts that cause exists under Section 1112(b)(4)(A)
of the Bankruptcy Code to convert the Cases to Chapter 7.  Under
different circumstances, Mr. Bennett points out, the Term Lender
Steering Group might consider foregoing the relief to allow the
debtor-in-possession an opportunity to market and conduct a sale
under Section 363 while the case remained in Chapter 11.
However, the pervasive conflicts of interest that exist among the
Debtors on the one hand, and their principals, officers,
managers, affiliates and related parties on the other hand,
compel the prompt appointment of an independent fiduciary to
manage the sale and liquidation process, he asserts.

These conflicts result largely from: (a) the two individuals
primarily in charge of the Debtors' management, Jeffrey Soffer
who has been referred to by counsel for the Debtors in the Chap.
11 cases as the "ultimate controlling authority of the debtors",
and Howard Karawan who serves as the Debtors' chief restructuring
officer, serve in a variety of other capacities for the Debtors'
affiliates, including as managers or officers of the Debtors'
nondebtor parent, Fontainebleau Resorts, LLC; and (b) Mr. Soffer,
the Parent, and other entities related to the Debtors or Mr.
Soffer are liable to third parties, including the Term
Lenders, under various guaranty or indemnity agreements.

Mr. Bennett adds that unless the Court converts the Cases and
appoints a trustee, the conflicts faced by the Debtors will
poison any sale process.

Moreover, Mr. Bennett relates, the Debtors' management team has
already, during the Cases, proven itself to be influenced by
conflicting interests, to the detriment of the Debtors and their
creditors.  Mr. Bennett cited, as an example, that Turnberry West
Construction, Inc., the general contractor of the Project is
related to the Soffer family; according to filings with the
Nevada Secretary of State, Mr. Soffer is listed as President,
Secretary, Treasurer and a director of TWC.  TWC has asserted a
statutory lien in the amount of $675,260,793 against the Debtors,
of which $63,898,461 relates to TWC's own fee.  TWC has also
asserted that its statutory lien has priority over the Debtors,
and that a subordination agreement entered into by TWC should be
invalidated under Nevada law.  The Soffer family will benefit if
TWC prevails in those claims against the Debtors and the Term
Lenders, Mr. Bennett says.

Mr. Bennett recalled that the Court made an offer to the Term
Lenders in late July, after the third hearing on the cash
collateral, stating that it would convert the bankruptcy cases if
the Term Lenders did not consent to the use of cash collateral on
the terms approved by the Court at that hearing.  At that time,
the Term Lenders relented and agreed to authorize the continued
use of cash collateral, subject to the grant of a priming lien on
any new cash advanced.  But based on the events that have
occurred since the end of July, the Term Lenders have concluded
that they are not prepared to consent to any further use of their
cash collateral so long as the debtors remain in possession.

According to Mr. Bennett, the Term Lenders may be prepared to
consent to further use of cash collateral subject to certain
terms and conditions, but only if a Chapter 7 trustee is
appointed with the independence to deal at arm's-length with the
Debtors' insiders and affiliates, and to run a sale process where
the primary objective is maximizing value for the estate and its
creditors rather than promoting and protecting the self-interest
of Mr. Soffer and his family of companies.

                     Quick Sale of Project

Judge A. Jay Cristol is pushing for a quick sale of the stalled,
partially-completed $2.9 billion casino resort on the Las Vegas
Strip, reports Steve Green of the Las Vegas Sun.

Citing the lack of progress in reorganizing Fontainebleau's debt
and a motion by key lenders that the Project be liquidated, Judge
Cristol ordered Fontainebleau attorneys on Thursday to appear at
a hearing next Wednesday to show cause why an examiner should not
be appointed.  He proposed the appointment of an examiner without
being requested to do so and on his own initiative, notes Mr.
Green.

According to Judge Cristol, selling the project makes more sense
than converting the case from a Chapter 11 reorganization to a
Chapter 7 liquidation and appointing a trustee to supervise a
sale, as proposed by the lenders.  A hearing on the Chapter 7
conversion is set for Oct. 28.

"The court believes it is more expeditious to proceed with any
potential sale as soon as possible rather than to wait until Oct.
28, when a trustee, if appointed, would be required to expend a
significant amount of time to obtain counsel, familiarize himself
or herself with this case and effectuate a sale," Judge Cristol
said in his order, reports the Las Vegas Sun.  "It also appears
more economical to immediately appoint an examiner than to
appoint a trustee whose fees and expenses would likely far exceed
the costs and expenses of an examiner.  The court therefore
believes it is in the best interest of the estate and all parties
to appoint an examiner at this time to examine, negotiate and
supervise a sale of debtors' assets."

Judge Cristol found that the parties to the Chapter 11
proceedings are not cooperating with one another, notes Las Vegas
Sun.  "The Term Lender Steering Group submits that completion of
the Las Vegas project is not possible and 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 the
creditors . . . The debtors have indicated they have made efforts
to arrange a sale of the Las Vegas project, but the Term Lenders
appear to be concerned about a possible conflict of interest and
accordingly filed the motion to convert."

The report says Penn National Gaming and other parties have been
looking at buying the Fontainebleau casino-resort Project, but
have found it to be a difficult deal because creditors want to be
satisfied and because costs to complete it may top $2 billion at
a time when the Las Vegas gaming market is already saturated with
hotel rooms and slot machines.

Fontainebleau has not yet responded to the Term Lender's request
to convert the cases to a Chapter 7 liquidation or to Judge
Cristol's order proposing that an examiner sell the project,
reports the Las Vegas Sun.

                  About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Ford, Lincoln and Mercury Q3 Sales Up 5%
----------------------------------------------------
Ford Motor Company says Ford, Lincoln and Mercury third quarter
sales were 5% higher than a year ago in the U.S., making Ford the
only full-line manufacturer to report a sales increase in the
period.

In September, Ford sales were 6% lower than a year ago.  This
followed a 2% increase in July and a 17% increase in August,
marking the first time in four years that Ford is reporting a
quarterly sales increase.

Ford estimates it gained over 2 points of market share versus last
year in September and the third quarter.  September marked the
11th time in the last 12 months Ford has gained retail market
share.

"Our balanced new lineup of high-quality, fuel-efficient products
helped us navigate through an exceptional period in industry
sales," said Ken Czubay, Ford vice president, U.S. Marketing,
Sales and Service.  "With its volatile sales peaks and valleys and
dramatic segment shifts, the third quarter was a great test of our
One Ford Plan -- building a range of vehicles from small cars to
hard-working trucks."

Ford's third quarter market share gains were paced by the Ford
Focus small car, Ford Fusion mid-size car, Ford Escape small
utility and Ford F-Series trucks.  Internal and external studies
continue to show a positive trend in favorable consumer opinion
about Ford, and a growing number of consumers are considering the
purchase of a Ford vehicle.

Third Quarter Sales Highlights

     -- Ford, Lincoln and Mercury sales totaled 445,100, up 5%
        versus a year ago.  Retail sales were up 7%, and fleet
        sales were down 1%.

     -- Ford Focus sales totaled 56,559, up 35% versus a year ago.
        The Focus is among the most fuel-efficient compact cars in
        America with an EPA highway rating of 35 mpg.

     -- Ford Fusion sales totaled 49,454, up 67% versus a year
        ago.  Mercury Milan sales were 8,352, up 57%.  The Fusion
        and Milan and their hybrid versions are the most fuel-
        efficient mid-size sedans in America.

     -- Ford Escape sales totaled 49,866, up 48% versus a year
        ago.  Mercury Mariner sales were 8,938, up 33%.  The
        Escape Hybrid and Mariner Hybrid are the most fuel-
        efficient utility vehicles in America.

     -- Ford Flex sales totaled 9,815, up 59% versus a year ago.
        The Flex is among the most fuel-efficient full-size
        crossover utilities in America.

     -- Ford's hybrid vehicles -- Fusion, Milan, Escape and
        Mariner -- posted combined sales of 12,186, up 239% versus
        a year ago.  At 41 miles per gallon, the Fusion Hybrid is
        the most fuel-efficient mid-size sedan in America -- 8 mpg
        better than the Toyota Camry Hybrid.

September Sales Highlights

     -- In September, Ford, Lincoln and Mercury sales totaled
        109,939, down 6% versus a year ago.  Retail sales were
        down 14%, and fleet sales were up 23%.

     -- The all-new Taurus bucked an industry trend as September
        sales (5,077 vehicles) were 60% higher than a year ago and
        49% higher than August.  The Taurus debuted to rave
        reviews from the automotive press, and early customer
        demand validates the critical acclaim.  Customers
        especially value the new technologies incorporated in
        America's most innovative full-size sedan -- 95% of
        incoming Taurus orders are equipped with advanced
        technologies and features.

     -- Ford's F-Series truck, America's best-selling vehicle,
        posted its second consecutive sales increase in September
        (up 4%).  The new F-150 was introduced last fall and was
        named the North American Truck of the Year, Motor Trend's
        "Truck of the Year" and the "Truck of Texas" by the Texas
        Auto Writers' Association.   In 2009, F-Series has gained
        more than 3 points of market share in the full-size truck
        segment.  The all-new Ford-150 Raptor extreme performance
        truck debuted in August and this model is flying off
        dealer lots in an average of nine days.  More new Ford
        trucks are on the way.  In September, Ford unveiled the
        next-generation Super Duty F-Series at the State Fair of
        Texas, promising more capability, improved fuel economy
        and a Ford-designed, engineered and built 6.7-liter diesel
        engine.

     -- Ford's new EcoBoost engine technology is winning
        customers, too.  EcoBoost provides customers with the fuel
        economy of a V-6 engine and the performance of a V-8
        engine (up to 20% improvement in fuel economy and 15%
        reduction in emissions).  EcoBoost is standard on the
        Taurus SHO and available on the Ford Flex, Lincoln MKS and
        Lincoln MKT, a new full-size luxury crossover.  September
        EcoBoost sales nearly tripled August sales, and order
        rates for EcoBoost continue to exceed planned rates.

                         About Ford Motor

Based in Dearborn, Michigan, Ford Motor Company (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 201,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

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

                           *     *     *

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

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


FRANKLIN OAKS PARTNERS: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Franklin Oaks Partners, LLC
        2211 South 11th Avenue, Suite B
        South Milwaukee, WI 53172

Bankruptcy Case No.: 09-34355

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760
                  Email: jgoodman@ameritech.net

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

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

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

         http://bankrupt.com/misc/wieb09-34355.pdf

The petition was signed by Gerald A. Klamrowski, managing member
of the Company.


FRONTIER AIRLINES: Connect Point Demands $400,000 for Product Cost
------------------------------------------------------------------
In a letter addressed to Bankruptcy Judge Robert Drain, Connect
Point International seeks payment for a "set" software product
that they provided Frontier under a multiple-year lease, which the
airline used to determine passenger traffic during their Chapter
11 cases.

According to Connect Point President Rena Ayalp, Frontier failed
to pay the $400,000 development cost of the software.  Continued
use of the product during the Chapter 11 proceedings further
obligates the Debtors to satisfy postpetition costs, Ms. Ayalp
noted.

                      About Frontier Airlines

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

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

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

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


FRONTIER AIRLINES: Terminates Effectiveness of Employee Stock Plan
------------------------------------------------------------------
In a Post-Effective Amendment No. 1 filed on Form S-8 with the
U.S. Securities and Exchange Commission, Frontier Airlines
Holdings, Inc., President, CEO and Director Sean Menke disclosed
that on October 1, 2009, the Company:

  * terminated the effectiveness of the registration of
    1,600,000 shares of the Company's common stock issuable
    under the Company's Employee Stock Ownership Plan; and

  * deregistered all unsold shares of common stock of the
    Company.

The Debtors maintained the Employee Stock Ownership Plan, which
is a qualified plan under Sections 401(a) and 4975(e)(7) of the
Internal Revenue Code.  Frontier's registration with the SEC of
the Shares under the Employee Stock Plan became effective on
February 6, 2007.

As previously reported, Judge Drain had authorized Frontier to
terminate the Employee Stock Plan effective as of October 31,
2008, and effectuate a distribution to each affected eligible
employee of the Stock contained in each of their accounts.

The Stock contained in the Employee Stock Plan was expected to be
cancelled upon the Debtors' emergence from their Chapter 11
cases.  Accordingly, the cancellation is in light of Frontier's
conclusion of their Chapter 11 restructuring on October 1, 2009.

                      About Frontier Airlines

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

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

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

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


FRONTIER AIRLINES: Zurich & Salt Lake Dispute Assumption of Pacts
-----------------------------------------------------------------
Prior to Frontier Airlines' petition date, Zurich American
Insurance Company issued surety bonds to the Debtors.  The Debtors
agreed to sign two agreements to indemnify Zurich for any
liability and losses under the Surety Bonds.

Pursuant to an amended schedule to their Chapter 11 Plan of
Reorganization, the Debtors expressed intent to assume these
Surety Bonds:

  (i) Bond No. LPM 8687088, Bond No. LPM 8843214, and Bond No.
      LPM 8892934 issued to secure the Debtors' obligations to
      the United States Customs Service; and

(ii) Bond No. LPM 8768456 issued to secure the Debtors'
      obligations to the Airlines Reporting Corporation.

The Debtors cannot assume the benefits of an executory contract
without assuming the burdens, Steven R. Kramer, Esq., at Eckert
Seamans Cherin & Mellott, LLC, in White Plains, New York, said,
citing In re Village Rathskeller, Inc., 147 B.R. 665,671 (Bankr.
S.D.N.Y. 1992).

Hence, Mr. Kramer points out, "the Debtors cannot assume the
Surety Bonds without assuming the Indemnity Agreements."

In a separate filing, Salt Lake City Corporation, as owner of the
Salt Lake City International Airport, disputes the Debtors'
proposed cure amount of $0 with respect to that the Amended and
Restated Airport Use Agreement which the Debtors intend to
assume.

Salt Lake City's records indicate that under the Agreement, the
Debtors owe Salt Lake City a postpetition amount of $60,871.
Accordingly, the Cure Amount must be $60,871, according to John
Buckner, director of Administration and Commercial Services at the
Salt Lake City Department of Airports.

                      About Frontier Airlines

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

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

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

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


G-I HOLDINGS: Files Amended Joint Chapter 11 Plan
--------------------------------------------------
According to BankruptcyData, G-I Holdings and ACI filed with the
U.S. Bankruptcy Court a Seventh Amended Joint Chapter 11 Plan of
Reorganization.  The Plan provides for the issuance of a
channeling injunction that permanently enjoins all persons holding
asbestos claims and future asbestos-related demands from pursuing
a remedy against the Debtors and other protected parties and
channels such claims and demands to the asbestos trust for
resolution and payment.

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for Chapter 11 protection on
January 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary Chapter 11 petition on August
3, 2001.  The cases were consolidated on October 10, 2001.  Martin
J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GALLERIA USA INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Galleria USA, Inc.
        4633 East La Palma Avenue
        Anaheim, CA 92807

Case No.: 09-20651

Chapter 11 Petition Date: October 3, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Matthew A. Lesnick, Esq.
                  Matthew A. Lesnick, Attorney at Law
                  185 Pier Ave, Ste 103
                  Santa Monica, CA 90405
                  Tel: (310) 396-0964
                  Fax: (310) 396-0963
                  Email: matt@lesnicklaw.com

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

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

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


GENERAL MOTORS: Asbestos Claimants Blast GM Unit's Bid For Stay
---------------------------------------------------------------
Law 360 reports that an informal committee of personal injury
claimants has lambasted a move by Detroit Diesel Corp., a non-
debtor subsidiary of General Motors Corp., to extend the
protection of the bankrupt automaker's automatic stay to cover 65
asbestos-related state court suits.

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: Sales, Production Figures Released
--------------------------------------------------
According to BankruptcyData, General Motors (GM) announced its
sales totals for September 2009.  According to the Company,
dealers in the United States delivered 156,673 vehicles in
September 2009. When compared with strong sales a year ago,
September's sales were down 45 percent.  GM retail sales were down
46 percent while fleet sales declined 43 percent.  When comparing
GM's September total sales with a strong August, and the
conclusion of the Cash for Clunkers program, volume was down 36
percent month-over-month.  "September was a tough transitional
month for the industry, and a difficult year-over-year comparison
for GM.

Fortunately, the fourth quarter looks brighter and our year-over-
year comparisons should look more favorable," said Mark LaNeve,
vice president, U.S. sales.  Non-core brand total sales, when
compared with a year ago, showed the impact of the end of the Cash
for Clunkers program and overall market demand.  Pontiac sales
declined 53 percent.  Saturn was down 84 percent.  HUMMER dropped
82 percent, and Saab declined 73 percent. GM Certified Used
Vehicles, Saturn Certified Pre-Owned Vehicles, Cadillac Certified
Pre-Owned Vehicles, Saab Certified Pre-Owned Vehicles, and HUMMER
Certified Pre-Owned Vehicles, combined, sold 22,885 vehicles in
September 2009.  GM Certified Used Vehicles sold 19,877 vehicles,
down 34 percent from last month. Cadillac Certified Pre-Owned
Vehicles sold 1,819 vehicles, down 44 percent. Saturn Certified
Pre-Owned Vehicles sold 692 vehicles, down 15 percent.  Saab
Certified Pre-Owned Vehicles sold 362 vehicles, down 47 percent.
HUMMER Certified Pre-Owned Vehicles sold 135 vehicles, down 30
percent.  In September 2009, GM North America produced 233,000
vehicles (88,000 cars and 145,000 trucks).  This is down 102,000
vehicles or 30 percent compared with September 2008, when the
region produced 335,000 vehicles (162,000 cars and 173,000
trucks).  The GM North America third quarter production was
533,000 vehicles (207,000 cars and 326,000 trucks), which was down
42 percent compared with a year ago.  GM North America built
915,000 vehicles (436,000 cars and 479,000 trucks) in the third-
quarter of 2008.  However, Q3 2009 production volumes have
substantially increased versus Q1 and Q2 2009 production volumes
of 371,000 (up 44 percent) and 395,000 (up 35 percent),
respectively.  The region's 2009 fourth quarter production
forecast remains at 655,000 vehicles (262,000 cars and 393,000
trucks), which is down about 20 percent compared with a year ago.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENTIUM SPA: Posts EUR488,000 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Gentium S.p.A. reported a net loss of EUR488,000 on total revenues
of EUR2.6 million for the second quarter ended June 30, 2009,
compared with a net loss of EUR4.5 million on total revenues of
$1.9 million in the same period of 2008.

The decrease in net loss was primarily due to sales generated with
the launch of the name-patient program, decrease in general and
administrative expense, research and development expense, and
higher margin on products sold through the name patient program.

As of June 30, 2009, the Company's balance sheet showed
EUR17.9 million in total assets, EUR10.2 million in total
liabilities, and EUR7.7 million in total shareholders' equity.

                 Six Months Ended June 30, 2009

The Company reported a net loss was EUR3.5 million on total
revenues of EUR3.6 million for the six-month period ended
June 30, 2009, compared to a net loss of EUR10.6 million on total
revenues of $4.6 million for the same period in 2008.  The
decrease in net loss was primarily due to a decrease in foreign
exchange loss, lower research and development expenses and general
and administrative expenses, a decrease in other product revenue
offset by an increase in product sales.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2009, is available for free at:

     http://researcharchives.com/t/s?4637

                       Going Concern Doubt

Reconta Ernst & Young S.p.A., in Milan, Italy, expressed
substantial doubt about Gentium S.p.A.'s ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2008.  The auditing firm pointed
to the Company's recurring operating losses and insufficient cash
to fund operations beyond December 31, 2009.

                      About Gentium S.p.A.

Based in Villa Guardia (Como), Italy, Gentium S.p.A. is a
biopharmaceutical company focused on the research, development and
manufacture of drugs to treat and prevent a variety of vascular
diseases and conditions related to cancer and cancer treatments.
The Company's primary focus is on development of defibrotide, a
DNA based drug derived from pig intestines, to treat and prevent a
disease called hepatic Veno-Occlusive Disease, or VOD, a condition
in which some of the veins in the liver are blocked as a result of
cancer treatments such as chemotherapy or radiation treatments
that are given prior to stem cell transplantation.

The Company has a plant in Italy where it manufactures active
pharmaceutical ingredients, which are used to make the finished
forms of various drugs.  One of those active pharmaceutical
ingredients is defibrotide.  The other active pharmaceutical
ingredients that the Company manufactures for sale are urokinase,
calcium heparin, sodium heparin and sulglicotide.  The Company
sells these other active pharmaceutical ingredients to other
companies to be made into various drugs.  All of the Company's
operating assets are located in Italy.


GFI AMERICA: Settles Insurance Spat to End Five Year Case
---------------------------------------------------------
GFI America Inc. has settled an insurance dispute over a fire that
destroyed a South Dakota meatpacking plant, ending a five-year-old
case where it initially alleged it was entitled to more than
$20 million, according to Law360.

Based in Minneapolis, Minnesota, GFI America Inc. --
http://www.gfiamerica.com/-- provides custom processed beef,
pork and chicken products.  The Debtor also specializes in
creating center plate concepts for regional and national
restaurant operators.  Four creditors originally filed an
involuntary Chapter 7 proceeding against the Debtor on Oct. 7,
2005.  The Debtor consented to file a Chapter 11 petition on Oct.
27, 2005.  The Company filed for Chapter 11 protection on Oct. 27,
2005 (Bankr. D. Minn. Case No. 05-47855).  Michael L. Meyer, Esq.,
at Ravich Meyer Kirkman McGrath Nauman, represents the Debtor.
When it sought for protection from its creditors, the Debtor has
$7,612,524 in total assets and $8,319,778 in total debts.


G-I HOLDINGS: Makes Minor Changes to Proposed Chapter 11 Plan
-------------------------------------------------------------
G-I Holdings Inc. and ACI Inc. delivered to the U.S. Bankruptcy
Court for the District of New Jersey a seventh amended joint
Chapter 11 plan of reorganization with minor changes.

The Debtors' amended plan incorporates a global settlement and
compromise of all of the disputes among the Debtors, the Asbestos
Claimants Committee, the Legal Representative, and all other
parties.

According to the Plan, an Asbestos Trust will be created that will
be a "qualified settlement fund" within the meaning of Section
468B of the Tax Code.  Among other things, the purpose of the
Asbestos Trust is:

   a) to direct the processing, resolution, liquidation, and
      payment of all Asbestos Claims in accordance with section
      524(g) of the Bankruptcy Code, the Plan, the Asbestos Trust
      Agreement, the Asbestos Trust Distribution Procedures, and
      the Confirmation Order; and

   b) to preserve, hold, manage, and maximize the assets of the
      Asbestos Trust for use in paying and satisfying Asbestos
      Claims.

On the Plan's confirmation date, the Court will appoint the
individuals selected jointly by the Asbestos Claimants Committee
and the Legal Representative to serve as the Asbestos Trustees for
the Asbestos Trust pursuant to the terms of the Asbestos Trust
Agreement.

A full-text copy of the Debtors' amended plan is available for
free at http://ResearchArchives.com/t/s?4634

A full-text copy of the Debtors' blacklined amended plan is
available for free at http://ResearchArchives.com/t/s?4634

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for Chapter 11 protection on
January 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary Chapter 11 petition on
August 3, 2001.  The cases were consolidated on October 10, 2001.
Martin J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GLIMCHER REALTY: Terminates Sale of Lloyd Center Asset to Merlone
-----------------------------------------------------------------
Glimcher Realty Trust disclosed the agreement for the sale of its
Lloyd Center property, a fully enclosed regional mall located in
Portland, Oregon, to Merlone Geier Partners IX, L.P. has been
terminated.  Merlone Geier Partners had the option to terminate
the agreement in its sole discretion on or before September 30,
2009.

"Although we are disappointed that this transaction will not
proceed, Lloyd Center is a high-quality asset, and we have been
encouraged by discussions with other parties regarding a potential
sale.  We remain committed to our asset sales/joint venture
program and will continue to seek to raise additional capital
through a combination of sales or partial sales of Lloyd, Polaris
Towne Center in Columbus, Ohio, and WestShore Plaza in Tampa,
Florida," stated Michael P. Glimcher, Chairman and Chief Executive
Officer.

Mr. Glimcher added, "Overall, we are pleased with the recent
progress we have made addressing our current liquidity situation.
The gross proceeds of $115 million from our recent equity offering
are $35 million above the original targeted level and will allow
the Company to meet the anticipated debt reduction targets in its
pending credit facility modification into 2011."

                  About Glimcher Realty Trust

Headquartered in Columbus, Ohio, Glimcher Realty Trust (NYSE: GRT)
is a real estate investment trust, which owns, manages, acquires
and develops regional and super-regional malls.  The company is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market.

                         *     *     *

As reported by the TCR on April 3, 2009, Standard & Poor's Ratings
Services lowered its corporate credit rating on Glimcher Realty
Trust to 'B+' from 'BB-'.  At the same time, S&P lowered its
rating on the company's $210 million of preferred stock to 'CCC+'
from 'B-'.  The outlook remains negative.

According to the TCR on January 20, 2009, Moody's Investors
Service affirmed the (P)Ba2 senior unsecured shelf; (P)Ba3 senior
subordinate shelf; B1 preferred equity; and (P)B1 preferred equity
shelf ratings on Glimcher Realty.


GOLDENS' FOUNDRY: Economic Woes Causes Ch 11 Bankruptcy Filing
--------------------------------------------------------------
Goldens' Foundry and Machine Company has filed for Chapter 11
bankruptcy protection in the Middle District of Georgia.

Larry Gierer at Ledger-Enquirer.com quoted President and CEO
George Boyd Sr. as saying, "We have already done some
restructuring and are not planning any layoffs."  The Company will
continue to operate its facilities here and in Cordele, Georgia,
the report states.

According to Ledger-Enquirer.com, Mr. Boyd said that Goldens'
employs 154 workers, including 116 in Columbus.

Goldens' and others like it have been hit especially hard by the
sour economy, Ledger-Enquirer.com says, citing Mr. Boyd.

Goldens' Foundry and Machine Company is a Columbus business that
started by John Golden and his brother Theodore Golden in 1882.
It provides gray and ductile iron castings to the transportation,
construction, agriculture, and energy markets.  The Company


GOLDENS' FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Goldens' Foundry & Machine Company, a Corporation
        600 12th Street
        Columbus, GA 31901

Bankruptcy Case No.: 09-41222

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Judge: John T. Laney III

Debtor's Counsel: Fife M. Whiteside, Esq.
                  Box 5383
                  Columbus, GA 31906
                  Tel: (706) 320-1215
                  Email: whitesidef@mindspring.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/gamb09-41222.pdf

The petition was signed by George Boyd Sr., president of the
Company.


GORDON PROPERTIES LLC: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Gordon Properties, LLC
        4600 Duke Street, #331
        Alexandria, VA 22304

Case No.: 09-18086

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Donald F. King, Esq.
            Odin, Feldman & Pittleman
            9302 Lee Highway, Suite 1100
            Fairfax, VA 22031
            Tel: (703) 218-2100
            Fax: (703) 218-2160
            Email: donking@ofplaw.com

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

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

According to the schedules, the Company has assets of at least
$11,149,458, and total debts of $1,546,344.

The petition was signed by Bryan L. Sells, the company's managing
member.

Debtor's List of 2 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Site & Harblson Attorneys                             $235,000
1199 North Fairfax Street
Alexandria, VA 22314

Troutman Sanders LLP                                  $44,000


GREEKTOWN HOLDINGS: Discovery on Competing Plans On-Going
---------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors of Greektown Holdings LLC, Deutsche Bank Trust Company
Americas, as indenture trustee, and MFC Global Investment
Management asked the Court for authority to conduct discovery in
relation to (i) the Debtors' Second Amended Joint Plan of
Reorganization, and (ii) Luna Greektown LLC and Plainfield Asset
Management LLC and its affiliates' First Amended Joint Plan of
Reorganization, including any subsequent Plan amendments.

The City of Detroit, which concurs to the relief sought by the
Movants, subsequently sought the Court's permission to
participate in the discovery.

Among others, the unsecured creditors and bondholders question
how the Debtors arrived at a $540 million enterprise value of
their estates.

Accordingly, the Court directed the parties file a statement
setting forth the areas of agreement and disagreement with regard
to discovery in connection with the hearing on confirmation of
both the Debtors' Plan and the Luna Plan.

Pursuant to the Court's directive, the Parties submitted a joint
statement that contains, among others, a schedule regarding the
discovery process, the specific documents to be produced,
information on the witnesses to be deposed, and proposed process
on the gathering of discovery materials.

Generally, the parties propose this discovery schedule:

   Sept. 2009         Service of Plan Proponents' discovery
                      requests.

                      Deadline of the filing of any objection
                      to the Joint Movants', the City's and
                      the Plan Proponents' discovery requests.

                      Disclosure of the Plan Proponents'
                      and the Joint Movants' witnesses

   Oct. 2, 2009       Date by which the Joint Movants must
                      produce the requested documents.

                      Date by which Plan Proponents' expert
                      witness reports must be produced.

   Oct. 5, 2009       Fact witness depositions to commence.

   Oct. 16, 2009      Date by which Joint Movants' expert
                      witness reports must be produced.

   Oct. 19, 2009      Disclosure of the rebuttal witnesses of
                      all parties.

                      Commencement of expert witness
                      depositions.

   Oct. 29, 2009      Identification of hearing exhibits by
                      the parties.

   Week of
   Oct. 26, 2009      Pre-trial conference in connection with
                      the Confirmation Hearing.

A full-text copy of the Joint Statement is available for free at:

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

                 Debtors Seek to Limit Search

At a September 22, 2009 hearing, the Court instructed the Parties
to agree on a list of no more than 20 terms for the Debtors to
use in a search of certain of their employee e-mails.

The Parties came up with a list; however, they yielded an
"unacceptably" large number of positive results.  Due to
insufficient time to attempt to appropriately narrow the list,
the Debtors submitted a proposed order reflecting certain agreed
upon search terms among the Debtors and the City of Detroit.

The Proposed Order also contains results of preliminary searches
of relevant e-mails against 128 proposed terms originally given
to the Debtors.

A copy of the Proposed Order is available for free at:

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

                          Competing Plans

Greektown Holdings LLC and its units, Merrill Lynch Capital
Corporation as administrative agent of the Debtors' Lenders, have
co-proposed a Chapter 11 plan.  Luna Greektown LLC and Plainfield
Asset Management LLC have presented an alternative plan for
Greektown.  The salient terms of the competing plans are:

             Debtors' Plan              Luna Plan
             ------------------------   ------------------------
General
Structure:   Reorganized Debtors will   Reorganized Debtors will
             issue 100% new equity on   issue new equity having
             a pro rata basis to the    an aggregate value of
             Prepetition Lenders.       $485 million.
Deemed
Enterprise
Value:       $540 million               $485 million

Exit
Financing:   $275 million               $275 million

Cash
Contribution:    --                     The Luna Sponsors will
                                        contribute new cash of
                                        $16.45 million and
                                        their prepetition
                                        secured claim for
                                        $11.17 million to the
                                        Reorganized Debtors.

                                        In exchange, the Luna
                                        Sponsors will get
                                        29.41% of new Common
                                        Units and Plan
                                        Proponents Warrants,
                                        with the remaining
                                        70.59% of the New Common
                                        Units to be distributed
                                        on a pro rata basis to
                                        the Prepetition Lenders.

Alternative  To continue to market      None.
Proposal:    the Debtors' assets
             for sale.

  Claim
  Recovery              Debtors' Plan       Luna Plan
  ------------          -------------       ---------
DIP Lenders           100% recovery       100% recovery
Prepetition Lenders   98-99% recovery     77% recovery
Trade Creditors of
Greektown Casino      33.23% recovery     44.31% recovery

Bondholder Claims
Against Greektown
Holdings              0% recovery         depends on value of
                                          the Avoidance Actions

General Unsecured
Claims Against
Greektown Casino      0.32% recovery      0.32% plus warrants

Other General
Unsecured
Claims                0% recovery         depends on value of
                                          the Avoidance Actions

More details about the competing plans are available at:

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

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Parties to Submit Pre-Confirmation Order
------------------------------------------------------------
Judge Walter Shapero of the U.S. Bankruptcy Court for the Eastern
District of Michigan orders Greektown Holdings L.L.C. and its
debtor affiliates, the Alternative Plan Proponents, any party who
have filed objections to confirmation, and the United States
Trustee, should the latter deem its participation appropriate, to
draft and submit a jointly prepared proposed Joint Pre-
Confirmation Order no later than October 29, 2009.

The Court has concluded that the submission of a Joint Pre-
Confirmation Order is necessary in the interest of an expeditious
and economically administered and conducted confirmation hearing
in the Debtors' cases.

A status conference has been scheduled for October 29, 2009, at
2:00 p.m.  The contents of the Proposed Pre-Confirmation Order,
as well as any modifications or objections to that order, will be
taken up at the Oct. 29 status conference.

The Court directs that the Proposed Order contain these items:

  (1) Plans Voting Results.  The parties will list the results
      of the voting by class separately with regard to each of
      the plans, in accordance with the requirements of L.B.R.
      3018-1, as the same may have been altered by orders
      of the Court in the Debtors' cases.

  (2) Confirmation Issues.  The parties will describe, in
      separately numbered paragraphs: (a) each contested
      confirmation issue, and (b) in very brief and
      summary fashion, each party's position on such issue.

  (3) Confirmation Hearing Witnesses.  Each party will
      separately list all its expert and lay witnesses, whom
      that party will call, and all expert and lay witnesses,
      whom that party may call.  A party, without further
      notice, will be able to call a witness listed by another
      party as a "will call" witness.

      Only listed witnesses will be permitted to testify at
      confirmation, except for rebuttal witnesses whose
      testimony could not be reasonably anticipated before
      confirmation, or except for good cause shown.

  (4) Confirmation Hearing Exhibits.  Each party will list in
      the Order each of its proposed exhibits with appropriate
      identification.  Only listed exhibits will be considered
      for admission, except for rebuttal exhibits that could not
      be reasonably anticipated before confirmation, or except
      for good cause shown.

      The parties will use best efforts to (a) eliminate
      duplicate exhibits, (b) agree on admissibility of
      exhibits, and (c) indicate in the Order the exhibits the
      admissibility of which have been agreed to.  Prior to the
      preparation and presentation of the Order and the listing
      of exhibits, the parties will also discuss and agree upon
      the manner of identification and marking of all exhibits
      with Lori Ford, the Court's Chambers Support Clerk.

      The Order will also by its terms provide that all marked
      proposed exhibits will be indexed, copied and submitted to
      other Counsel no later than October 30, 2009, at 1:00 p.m.
      Additional copies for the Court and for use by witnesses
      will be submitted no later than the commencement of the
      confirmation hearing.

  (5) Briefs.  The Order will provide that a briefing schedule
      will be set by the Court at the conclusion of the
      confirmation hearing and no briefs with respect to any
      confirmation issued are to be filed prior thereto.

As previously reported, two competing plans for the Debtors'
reorganization are up for the Court's consideration.  The first
Plan is jointly filed by the Debtors and Merrill Lynch Capital
Corporation, as administrative agent for the Debtors' Lenders.
The alternative plan is jointly filed by Luna Greektown LLC and
Plainfield Asset Management LLC.

Judge Shapero approved the Disclosure Statements accompanying the
Plans on September 3, 2009, and has authorized the Debtors to
start soliciting acceptances for the Plans.

Subsequently, certain parties, including the Official Committee
of Unsecured Creditors, have sought discovery requests on certain
details of the Competing Plans.

Parties-in-interest have until October 13, 2009, to file written
objections to the confirmation of the Plans.  In a separate
stipulation, the City of Detroit, the Debtors and Merrill Lynch
agree that the City is given until October 26, 2009, to file any
objection to the Debtors' Second Amended Plan of Reorganization.

The Court is set to convene a hearing on November 3, 2009, to
consider of confirmation of the best plan for the restructuring
and reorganization of the Debtors' estates.

                          Competing Plans

Greektown Holdings LLC and its units, Merrill Lynch Capital
Corporation as administrative agent of the Debtors' Lenders, have
co-proposed a Chapter 11 plan.  Luna Greektown LLC and Plainfield
Asset Management LLC have presented an alternative plan for
Greektown.  The salient terms of the competing plans are:

             Debtors' Plan              Luna Plan
             ------------------------   ------------------------
General
Structure:   Reorganized Debtors will   Reorganized Debtors will
             issue 100% new equity on   issue new equity having
             a pro rata basis to the    an aggregate value of
             Prepetition Lenders.       $485 million.
Deemed
Enterprise
Value:       $540 million               $485 million

Exit
Financing:   $275 million               $275 million

Cash
Contribution:    --                     The Luna Sponsors will
                                        contribute new cash of
                                        $16.45 million and
                                        their prepetition
                                        secured claim for
                                        $11.17 million to the
                                        Reorganized Debtors.

                                        In exchange, the Luna
                                        Sponsors will get
                                        29.41% of new Common
                                        Units and Plan
                                        Proponents Warrants,
                                        with the remaining
                                        70.59% of the New Common
                                        Units to be distributed
                                        on a pro rata basis to
                                        the Prepetition Lenders.

Alternative  To continue to market      None.
Proposal:    the Debtors' assets
             for sale.

  Claim
  Recovery              Debtors' Plan       Luna Plan
  ------------          -------------       ---------
DIP Lenders           100% recovery       100% recovery
Prepetition Lenders   98-99% recovery     77% recovery
Trade Creditors of
Greektown Casino      33.23% recovery     44.31% recovery

Bondholder Claims
Against Greektown
Holdings              0% recovery         depends on value of
                                          the Avoidance Actions

General Unsecured
Claims Against
Greektown Casino      0.32% recovery      0.32% plus warrants

Other General
Unsecured
Claims                0% recovery         depends on value of
                                          the Avoidance Actions

More details about the competing plans are available at:

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

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREEKTOWN HOLDINGS: Proposes to Reject Miller Parking Co. Pact
--------------------------------------------------------------
Greektown Holdings Casino LLC and its affiliates ask the Court for
authority to reject an executory contract they entered into with
Schafer and Weiner PLLC effective September 29, 2009.

The parties' Contract is a parking management agreement for a
parking garage located at the Debtors' property whereby Miller is
paid a management fee in exchange for managing parking
operations.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, contends that the Debtors no longer need to
maintain the Contract because they believe another provider of
parking services would better manage labor and operational costs,
which would result in increased benefit to them.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GWENCO INC: Court Confirms Quest Minerals Unit's Ch. 11 Plan
------------------------------------------------------------
Quest Minerals & Mining Corp. disclosed that the U.S. Bankruptcy
Court Judge Joseph M. Scott, Jr., representing the Eastern
District of Kentucky, entered the formal order of confirmation
and, therefore, finalized the Plan of Reorganization for Quest's
subsidiary, Gwenco, Inc., setting the stage for Gwenco's emergence
from Chapter 11.

The Plan of Reorganization was filed as an exhibit to a current
report on Form 8-K, which is available via the SEC's EDGAR system.
Gwenco's bankruptcy case number is 07-10081.

Eugene Chiaramonte, Jr., President of Quest noted, "I would like
to, once again, thank our customers, vendors, creditors, and
stockholders for supporting the company through this challenging
period."

                     About Gwenco Inc.

Headquartered in Paterson, New Jersey, Quest Minerals & Mining
Corp. (OTC BB: QMNM) -- http://www.questmining.net/-- acquires
and operates energy and mineral related properties in the
southeastern part of the United States.

Quest is a holding company for Quest Minerals & Mining, Ltd., a
Nevada corporation, or Quest (Nevada), which in turn is a holding
company for Quest Energy, Ltd., a Kentucky corporation, or Quest
Energy, and of Gwenco, Inc., a Kentucky corporation, or Gwenco.

Quest Energy is the parent corporation of E-Z Mining Co., Inc, a
Kentucky corporation, or E-Z Mining, and of Quest Marine Terminal,
Ltd., a Kentucky corporation, or Quest Marine.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.

On Feb. 28, 2007, Gwenco, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Ky. Case No. 07-10081).  Gwenco has submitted a preliminary
plan of reorganization to the court and the creditors for
approval.


HAWAII MEDICAL: Mulls Including Liliha Hospital Sale in Plan
------------------------------------------------------------
Star-Bulletin reports that Hawaii Medical Center LLC is
considering including the sale of HMC East, its Liliha hospital,
as an option in its amended reorganization plan.

The operating history of HMC East and projections for that
hospital's future performance "demonstrate the prospects for
reorganizing HMCE as a stand-alone entity are very slim," Star-
Bulletin states, citing the owners of the Liliha and Ewa
facilities.  The owners said in court documents that they believe
a sale or transfer of HMC East to a third party "is a crucial
step" for the success of the reorganization plan if they are
unable to locate a party to purchase or refinance the
$46.3 million in loans owed to St. Francis Healthcare System.

HMC East, according to Star-Bulletin, has 240 licensed beds.

Hawaii Medical Center is the first for-profit, physician-owned
hospital in the state.  In January 2007, Hawaii Physician Group
LLC together with Cardiovascular Hospitals of America (CHA), a
leading U.S. hospital management company, established the new
Hawaii Medical Center with two hospital campuses on Oahu - HMC
West in Ewa Beach and HMC East in Liliha.  HPG membership is
nearly 130 physicians strong and the group retains 49% ownership
of HMC, with the other 51% retained by CHA.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HEALTHSOUTH CORP: Issues Warrants to Purchase 8.15MM Shares
-----------------------------------------------------------
HealthSouth Corporation has issued 8,151,265 warrants to purchase,
in the aggregate, 8,151,265 shares of its common stock, par value
$0.01. A complete description of the terms of the Warrants is set
forth in the Warrant Agreement, dated as of September 30, 2009,
among the Company and Computershare Inc. and Computershare Trust
Company, N.A., jointly and severally as Warrant Agent.

The Warrants are being issued in connection with the settlement of
the federal consolidated class action captioned In re HealthSouth
Corp. Securities Litigation, Master Consolidation File No. CV-03-
BE-1500-S.  Once issued or transferred to the plaintiffs'
counsels, settlement administrator, escrow agent (in each case,
such party as contemplated by the Settlement) or any such parties'
designees for distribution to authorized claimants, the Warrants
will be exercisable from time to time on any business day until
5:00 p.m., New York City time, on January 17, 2017 -- Exercise
Period -- provided that the Company's shelf registration statement
covering the related issuance of shares of its common stock is
effective and that such shares are qualified for sale or exempt
from qualification under the applicable securities laws of the
states or other jurisdictions in which the holders of the Warrants
reside.  Each holder of a Warrant has the right, during the
Exercise Period, to purchase from the Company the number of shares
of the Company's common stock which the holder may at the time be
entitled to receive upon payment of the exercise price then in
effect for such Warrant.  The Warrants are expected to be listed
on the New York Stock Exchange.

Each Warrant initially entitles the holder thereof, subject to
adjustment pursuant to the terms of the Warrant Agreement, to
purchase one share of common stock at an exercise price of $41.40
per share.  The exercise price is payable by certified check,
official bank check, or bank cashiers check payable to the order
of the Company, by wire transfer of funds to an account designated
by the Company for such purpose, or by Cashless Exercise (as
defined in the Warrant Agreement) if the market price of the
Warrants exceeds the exercise price of such Warrants. The Company
is not required to issue fractional shares of common stock on the
exercise of Warrants.  In lieu of issuing fractional shares, the
Company shall pay an amount in cash equal to the current market
(as defined in the Warrant Agreement) price per share of common
stock multiplied by such fraction, computed to the nearest whole
U.S. cent.

Upon the occurrence of certain events set forth in the Warrant
Agreement, the number of shares of common stock issuable upon
exercise of a Warrant may be increased or reduced and the exercise
price may be adjusted upward or downward.  Subject to the
exceptions specified in the Warrant Agreement, adjustments to the
number of shares of common stock issuable upon exercise of a
Warrant and the exercise price of a Warrant may be made if the
Company:

     -- Pays a stock dividend or makes another distribution of
        shares of its common stock to holders of common stock;

     -- Subdivides its outstanding shares of common stock into a
        greater number of shares of common stock;

     -- Combines its outstanding shares of common stock into a
        smaller number of shares of common stock; or

     -- Issues, in a reclassification of its outstanding shares of
        common stock, other securities of the Company.

In the case of any recapitalization, reorganization,
consolidation, merger, sale of all or substantially all of the
Company's assets or other transaction which is effected at any
time during the Exercise Period in such a way that the holders of
the common stock of the Company are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for such common stock of the
Company, each of the registered holders of Warrants will be
entitled to receive, upon exercise of such Warrants and payment of
the exercise price, the kind and amount of consideration
receivable by the holders of the Company's common stock.  The
Company is prohibited from entering into any such transaction
unless, prior to the consummation thereof, the successor entity
(if other than the Company) assumes by written instrument the
obligation to deliver to each holder of Warrants such stock,
securities or assets as such holder may be entitled to acquire.

Prior to the exercise of any Warrant, holders of Warrants are not
entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or
other distributions.  Furthermore, the holders of Warrants are not
entitled to receive any notice of any proceedings of the Company
except in certain limited circumstances set forth in the Warrant
Agreement.

A full-text copy of the Warrant Agreement, dated September 30,
2009, among the Company and Computershare Inc. and Computershare
Trust Company, N.A., jointly and severally as Warrant Agent
(including the related form of global warrant certificate), is
available at no charge at http://ResearchArchives.com/t/s?4638

                       About HealthSouth Corp.

Based in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

HealthSouth had $1.88 billion in total assets; and $2.55 billion
in total liabilities, and $387.4 million in convertible perpetual
preferred stock; resulting in $1.05 billion in stockholders'
deficit at June 30, 2009.  The Company's balance sheet at June 30
also showed strained liquidity, with $628.2 million in total
current assets, including $49.8 million in cash and cash
equivalents, on $706.1 million in total current liabilities.

Healthsouth carries a 'B2' long term corporate family rating from
Moody's and a 'B' long term foreign issuer credit rating from
Standard & Poor's.


HIGH MEADOWS APARTMENT: Case Summary & 9 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: High Meadows Apartment Venture
           aka High Meadows Apartment Venture,
        An Illinois Limited Partnership
       158 South Waukegan Road
       Deerfield, IL 60015

Bankruptcy Case No.: 09-36953

Chapter 11 Petition Date: October 3, 2009

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Karen J. Porter, Esq.
                  Porter Law Network
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  Email: kjplawnet@aol.com

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

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

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

             http://bankrupt.com/misc/ilnb09-36953.pdf

The petition was signed by Allan A. Weinstein, general partner of
the Company.


HIGHWOODS PROPERTIES: Fitch Affirms Preferred Stock Rating at BB+
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Highwoods Properties,
Inc., and Highwoods Realty Limited Partnership:

Highwoods Properties, Inc.

  -- Issuer Default Rating at 'BBB-';
  -- Preferred stock at 'BB+'.

Highwoods Realty Limited Partnership

  -- IDR at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Unsecured revolving credit facility at 'BBB-'.

The Rating Outlook is Stable.

The affirmations center on the strength of HIW's credit metrics,
supported by a solid liquidity position, and improved debt service
coverage and leverage ratios.  The ratings also reflect the
company's well laddered lease expiration schedule and unencumbered
real estate asset coverage of unsecured debt, which at 2.6 times
as of June 30, 2009, provides ample protection to unsecured
bondholders.

HIW's debt to recurring operating EBITDA at June 30, 2009, was
5.6x, improved from 6.3x at Dec. 31, 2008, and much improved from
7.0x at Dec. 31, 2007.  The company's solid fixed charge coverage
ratio (defined as recurring operating EBITDA less capital
expenditures and straight-line rents, divided by interest expense,
capitalized interest and distributions on preferred stock) was
2.0x for the twelve months ended June 30, 2009, up from 1.7x at
Dec. 31, 2008, and 1.4x at Dec. 31, 2007.

HIW is an office real estate investment trust (REIT) that owns
properties primarily in the Sunbelt area of the Southeastern
United States, and Fitch believes that operating fundamentals are
likely to continue to deteriorate, placing some pressure on the
company's leverage and coverage metrics.  However, on a projected
basis, Fitch believes that HIW's metrics will likely remain strong
for the 'BBB-' rating.

While same store NOI declined for the first two quarters of 2009
by 4.5% and 3.1%, respectively, the well laddered lease expiration
schedule should provide steady revenues over the next two years.
Fitch marked the 4.5% and 12.3% of leases expiring in 2009 and
2010, respectively, to estimated market rates and determined that
a -0.8% and -2.5% decline in revenues would occur, presuming
occupancy levels remained unchanged.  Fitch projects 2009 and 2010
debt to recurring operating EBITDA to be 5.6x and 5.7x,
respectively, and fixed charge coverage ratios of 2.1x for both
2009 and 2010, given expectations of reduced capital expenditures,
due to higher tenant lease renewal rates.

HIW's strong liquidity position further supports the rating
affirmations.  As of June 30, 2009, the company had a liquidity
surplus (cash, availability under its revolving credit facility,
expected retained cash flows from operating activities less debt
maturities and expected capital expenditures through Dec. 31,
2011) of over $200 million.  Fitch notes that if HIW's revolving
credit facility, which matures in May 2010, were reduced by one
third, the company would have a $57 million liquidity surplus.

Further, HIW has a manageable debt maturity schedule with one
unsecured term loan coming due in 2011 and debt secured by
portfolios of assets due in 2012 and 2013.  Refinance risk on the
secured assets is mitigated by low loan to values, and HIW has the
choice of refinancing smaller pools of assets or encumbering the
portfolio depending on the appetite of the secured debt lenders.

While HIW engages in development, development in process is not a
significant portion of gross depreciable property (2% as of
June 30, 2009) and the properties in process of development are
currently 62% pre-leased.  HIW is appropriately capitalized at the
'BBB' rating category at 1.0x as of June 30, 2009, improved from
0.9x as of Dec. 31, 2008.

In addition, the financial covenants in the company's unsecured
debt agreements do not limit Highwoods' financial flexibility.

Fitch's credit concerns revolve around the weakening operating
fundamentals of HIW's core and more challenged markets (e.g.,
Raleigh, Tampa and Atlanta).  The company's presence in primarily
less supply-constrained secondary markets will provide a challenge
for HIW over the next couple of years to maintain consistent fixed
charge coverage levels.  Each of these markets has weakening
fundamentals, generally due to oversupply of office space as well
as some new supply expected to be added in the next few years.

A one notch difference between HIW's IDR and its preferred stock
is consistent with Fitch's criteria for corporate entities with an
IDR of 'BBB-'.  Based on Fitch's criteria report, 'Equity Credit
for Hybrids & Other Capital Securities', the company's preferred
stock is 75% equity-like and 25% debt-like since the its preferred
stock is perpetual and has no covenants, but has a cumulative
deferral option.  Total debt plus 25% of preferred stock to
recurring operating EBITDA and debt plus 25% of preferred stock to
undepreciated book capital were 5.6x and 42.2%, respectively, as
of June 30, 2009.

These factors may have a positive impact on HIW's ratings:

  -- Maintaining a healthy liquidity surplus;

  -- Maintaining fixed charge coverage above 2.0x (for the twelve
     months ended June 30, 2009, fixed charge coverage was 2.0x);

  -- Total debt to recurring operating EBITDA remaining below
     6.0x. (for the twelve months ended June 30, 2009, leverage
     was 5.6x);

  -- Demonstrated access to the unsecured debt markets.

Going forward, these factors may have a negative impact on HIW's
ratings:

  -- If fixed charge coverage declines below 1.8x;

  -- If leverage increases above 6.5x;

  -- If the gross book value of unencumbered operating real estate
     assets to unsecured debt falls below 2.0x (as of June 30,
     2009, this ratio was 2.6x).

Founded in 1978, Highwoods Properties, Inc., is a Raleigh-based
REIT in the business of providing leasing, management,
development, construction and other customer-related services for
its properties and for third parties.  At June 30, 2009, the
company wholly owned 307 in-service office, industrial and retail
properties; 96 rental residential units; 580 acres of undeveloped
land suitable for future development, of which 490 acres are
considered core holdings; and an additional six properties under
development.


HUDSON PRODUCT: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
of Hudson Product Holdings, Inc., to B3 from B1.  The ratings
downgrade reflects the decline in Hudson's backlog, limited
visibility into its near term bookings and earnings prospects, and
increasing financial leverage.  The rating outlook remains
negative.

The global economic downturn has negatively impacted Hudson's
backlog, order volumes, and growth prospects due to the company's
meaningful exposure to the cyclical and capital intensive nature
of refinery and other industrial processing facility construction
cycles.  In Moody's view, reduced capital spending levels, ongoing
project delays and reduced demand for refined products will
intensify pricing pressures on Hudson's products as the industry
competes for fewer project awards in North America over the next
year.  Accordingly, Moody's expects Hudson's profitability,
earnings scale and cash flows to deteriorate into 2010.  Moody's
views the resulting elevation in leverage as a permanent shift in
the company's credit quality given its diminished longer term
earnings prospects and exposure to high levels of end-market
volatility.  The rating favorably reflects Hudson's strong
margins, solid cash generation, effective cost reductions and its
market leading position.  Moody's expects that the company should
benefit from medium term improvement in global economic growth and
resumption of worldwide energy infrastructure buildout.

The negative outlook reflects Moody's view that depressed demand
for Hudson's heat exchange products will exert pressure on
margins, leverage and the company's liquidity profile over the
near term.  Moody's expects reduced earnings coupled with the
contractual tightening of covenants, set to occur in December of
2009, to challenge covenant compliance.  The rating outlook could
stabilize if Hudson were to be succesful in alleviating covenant
concerns.

These ratings were downgraded:

* Corporate Family Rating to B3 from B1;

* Probability-of-default rating to B3 from B1;

* $30 million first lien revolving credit facility to B1 (LGD3,
  31%) from Ba3 (LGD3, 30%); and

* $220 million first lien term loan B to B1 (LGD3, 31%) from Ba3
  (LGD3, 30%).

The last rating action was on March 5, 2009, when the rating
outlook was changed to negative from stable.

Hudson, headquartered in Sugar Land, Texas, is one of the world's
leading heat transfer solutions companies providing air-cooled
heat exchangers, axial-flow fans and related aftermarket hardware
and support to the refinery, petrochemical, natural gas and power
generation end-markets.


INTEGRATED SECURITY: Montgomery Coscia Raises Going Concern Doubt
-----------------------------------------------------------------
Montgomery Coscia Greilich LLP, in Plano, Texas, expressed
substantial doubt about Integrated Security Systems, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
June 30, 2009.  The auditing firm pointed to the Company's
accumulated losses and limited access to capital.

At June 30, 2009, the Company's consolidated balance sheet showed
$4.1 million in total assets, $2.5 million in total liabilities,
$17,113 in minority interest, and $1.6 million in total
stockholders' equity.

The company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $2.1 million in total current
assets available to pay $2.5 million in total current liabilities.

For the year ended June 30, 2009, the Company reported net income
of $5.5 million, compared with a net loss of $2.6 million for the
year ended June 30, 2008.  Results for the year ended June 30,
2009, includes a net gain of $6.6 million as a result of the
conversions of the Company's debt and Series D Preferred Stock to
shares of the Company's common stock.

Sales for the current fiscal year decreased by approximately 15.7%
or $1.5 million to $8.5 million in fiscal year 2009 from
$10.1 million in fiscal 2008.  Sales at B&B ARMR decreased
approximately $0.4 million, or 5.9%.  Sales at B&B Roadway
decreased approximately $1.2 million or 27.1%.

Overall gross margin decreased by approximately $0.3 million
during the fiscal year ending 2009 to $3.1 million from
$3.4 million for fiscal year ending 2008.  This entire decrease is
due to the reduction in sales of B&B Roadway.  An improvement in
gross margin at B&B ARMR, resulting from improved operating
efficiencies, offset the reduction in sales.

Loss from operations decreased to $31,797 from $788,569 in 2008
primarily due to the recognition of impairment of goodwill in the
amount of $790,057 in fiscal 2008.  There was no goodwill
impairment in fiscal 2009.

Full-text copies of the Company's consolidated financial
statements for fiscal 2009 are available for free at:

     http://researcharchives.com/t/s?463c

Based in Carrollton, Texas, Integrated Security Systems, Inc. (OTC
BB: IZZI.OB) -- http://www.integratedsecurity.com/-- designs,
develops, manufactures, distributes and services security and
traffic control products used in the commercial, industrial and
government sectors through its wholly owned subsidiary, B&B ARMR
Corporation, and a joint venture entity, B&B Roadway, LLC.

B&B ARMR designs, markets and sells anti-terrorist crash barriers,
bollards, wedges and gates, warning and crash gates, gate panels,
soft-stop gates, high occupancy vehicle lane changers, and
perimeter security gates and operators.  B&B ARMR sells its
products through integrators, contractors, electrical sub-
contractors and distributors.

B&B Roadway is a distributor of products relating to the road and
bridge industry, including product lines specifically designed for
that market.  B&B Roadway's products are sold and distributed in
the city, state and federal road & bridge markets.  B&B Roadway
also services the maritime and vehicular traffic control needs of
the movable bridge and highway industries.


JEFFERSON COUNTY: Alabama Candidates Urge Bankruptcy
----------------------------------------------------
The Bond Buyer reports that campaign platforms of two Republican
gubernatorial candidates for Alabama said Jefferson County, needs
to file for the largest municipal bankruptcy in U.S. history to
resolve $3.2 billion in sewer debt.

Bloomberg News relates that Jefferson County is facing a sewer
debt crisis that began last year when interest rates on $3 billion
of sewer debt soared as high as 10% amid Wall Street's credit
crunch.  Banks, including JPMorgan Chase & Co. and Bank of America
Corp., have granted the county forbearance agreements on its sewer
debt.

As reported by the TCR on Sept. 9, 2009, county commissioners at
Jefferson County voted to extend until Oct. 30 forbearance
agreements with JPMorgan Chase & Co. and BayernLB on $105 million
of floating-rate general obligation bonds.  Jefferson County faced
a Sept. 15 deadline to make the debt payment.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment.


KRATON POLYMERS: S&P Puts 'B-' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'B-' corporate credit ratings, on Houston,
Texas-based Kraton Polymers LLC and Polymer Holdings LLC on
CreditWatch with positive implications.

The CreditWatch listing follows the announcement that the company
will issue up to $230 million in common stock.  The stated use of
proceeds is to repay a portion of the senior secured credit
facility, as well as for general corporate purposes, which
includes the funding of capital expenditures.  Per the senior
secured credit agreement, the company is required to apply a
minimum of 50% of the net IPO proceeds toward debt reduction on
its term loan.

"Under a successful completion of its IPO and a minimum of 50% of
proceeds applied toward term loan reduction, S&P expects total
adjusted debt to decrease by approximately $115 million," said
Standard & Poor's credit analyst Henry Fukuchi.

On a pro forma basis to give effect to this change, the funds from
operations to total adjusted debt ratio would improve to
approximately 10% from 8% as of June 30, 2009.

Based on the preliminary nature of the transaction and limited
information, S&P is placing all ratings on CreditWatch with
positive implications pending completion of a comprehensive review
of the transaction and its implications for credit quality.

The ratings on Kraton Polymers reflect the company's weak business
risk profile derived from its narrow focus on the styrenic block
copolymers market and a highly leveraged financial profile.


LANDAMERICA FIN'L: Claim Settlements for Qrtr. Ended July 30
------------------------------------------------------------
Pursuant to a May 21, 2009 Claims Settlement Procedures Order,
the Debtors presented to the Court a summary of settlement
agreements they entered into for the quarter period from
May 21, 2009, through July 30, 2009.

The Debtors note that they have resolved certain issues with
Commercial Realty and Resources Corp., South Florida Stadium LLC,
and La Terraza.

(1) CRCC Termination Agreement

    Debtor LandAmerica Assessment Corporation entered into a
    lease termination agreement with Commercial Realty and
    Resources Corp., relating to that certain lease agreement
    entered into between LAC and CRRC as of July 1, 2008 for
    certain premises at Monmouth Shores Corporate Park, at 4814
    Outlook Drive, Township of Wall, County of Monmouth, in New
    Jersey.  Pursuant to the Wall Termination Agreement, the
    Wall Lease was terminated as of May 20, 2009.

    In satisfaction of all postpetition rent and other
    postpetition obligations under the Wall Lease, LAC vacated
    the Wall Premises and paid CRRC $3,968.  Additionally, any
    personal property owned by LAC remaining in the Wall
    Premises as of the Wall Termination Date was transferred to
    CRRC for consideration of $1,000.

    On June 2, 2009, the Wall Termination Agreement was served
    on the notice parties in accordance with the Settlement
    Procedures Order.  No objections were received and pursuant
    to the Settlement Procedures Order, the Wall Termination
    Agreement became effective on June 7, 2009.

(2) Dolphin Stadium Termination Agreement

    Debtor LandAmerica Financial Group, Inc., entered into a
    termination agreement with South Florida Stadium, LLC, the
    Florida corporation that owns Dolphin Stadium, relating to
    the termination of a license agreement for the use of
    Executive Suite No. 315-C at the Stadium.  Pursuant to the
    Dolphin Stadium Termination Agreement, the License Agreement
    was terminated as of May 31, 2009, and the Dolphin Stadium
    Owner retained the $67,500 security deposit then held by the
    Dolphin Stadium Owner.

    In addition, the Dolphin Stadium Owner withdrew its
    previously filed proof of claim against LFG and waived all
    prepetition and administrative claims against LFG.

    On June 10, 2009, the Dolphin Stadium Termination Agreement
    was served on the notice parties in accordance with the
    Settlement Procedures Order.  No objections were received
    and pursuant to the Settlement Procedures Order, the Dolphin
    Stadium Termination Agreement became effective on June 15,
    2009.

(3) La Terraza Termination Agreement

    Debtor Southland Title of San Diego entered into a lease
    termination agreement with Wells Fargo Bank, NA, as trustee
    of the Hutton Trust and successor in interest to Tycoon
    Development Corporation, relating to that certain lease
    agreement entered into between Southland San Diego and the
    La Terazza Landlord as of December 11, 2002 for certain
    premises at 700 La Terraza Blvd., in Escondido, California.

    Pursuant to the La Terazza Termination Agreement, the La
    Terraza Lease was terminated on June 15, 2009, and the La
    Terazza Landlord retained the $6,941 security deposit.
    Furthermore, Southland San Diego paid the La Terazza
    Landlord an additional $4,810 in satisfaction of all
    administrative rent claims outstanding under the La Terraza
    Lease.  All Additionally, all personal property owned by
    Southland remaining in the La Terraza Leased Premises was
    transferred to and deemed the personal property of the La
    Terazza Landlord.

    On June 19, 2009, the La Terraza Termination Agreement was
    served on the notice parties in accordance with the
    Settlement Procedures Order.  No objections were received
    and pursuant to the Settlement Procedures Order, the La
    Terazza Termination Agreement became effective on June 23,
    2009.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: PwC Offers Creditor Deals; Sees Payoffs by 2010
----------------------------------------------------------------
Lehman Brothers Holdings Inc.'s U.K. administrators are offering
deals with creditors in connection with the return of funds locked
up in the company's bankruptcy case.  PricewaterhouseCoopers said
the contracts would create an alternative to a similar plan
rejected by a London judge in August.

As reported by the TCR on Aug. 24, 2009, the U.K. High Court
denied PwC's request for approval of a scheme of arrangement that
would have helped expedite the winding up of Lehman Brothers'
European units.  The High Court said it does have jurisdiction to
sanction a Scheme of Arrangement.  PwC proposed to divide more
than 1,000 clients into three classes and deal with the claims by
class rather than individually.  PwC had previously said it could
take up to a decade to return assets via bilateral agreements,
instead of the proposed scheme.

The Joint Administrators have appealed the High Court judgment.
As the judgement had an adverse effect on the interests of many of
LBIE's clients, a request was made for the hearing of the Appeal
to be expedited. This wish has been granted by the Court of Appeal
and it is expected that the hearing will take place on October 26
2009.

However, in the meantime, the Administrators are anxious that the
appeal process should not lead to any unnecessary delay in the
return of client assets.  Therefore, in parallel with the appeal
process, they are developing alternative proposals that would also
assist with the return of client assets, whether or not the appeal
is ultimately successful.  In addition, they will continue to make
bilateral returns.  Although the Scheme is the most fully
encompassing and preferred solution for the return of creditor
assets, and that is why the judgment has been appealed, these
other proposals will retain many of the Scheme provisions.
Accordingly, the Joint Administrators have been actively
discussing with their lawyers and the Scheme working group members
these alternative options which could be utilised to expedite the
return of trust property irrespective of the appeal decision.

B.  A Contractual Solution

The Joint Administrators are developing a solution which would
offer creditors the ability to voluntarily elect to benefit from
the terms of a standardized settlement arrangement.  The
Contractual Solution would have substantially the same provisions
as the draft Scheme, including a bar date, and deal with all
aspects of determining the value of a creditor's net equity, the
allocation and the distribution of trust property that are dealt
with under the draft Scheme.  This Contractual Solution has many
benefits, in that the key terms have been substantially developed
and that it does not, in itself, require court sanction.  All
consenting creditors would agree to be bound between themselves
and LBIE by the Contractual Solution.

C.  Court Applications

In addition to the terms of the Contractual Solution, the Joint
Administrators expect to make one or more applications to the
court to assist them in administering client assets.  These
Applications will include the setting of a proposed January 31,
2010 bar date on the submission of client asset claims, which
Application will be brought on as soon as possible.

The Joint Administrators are making preparations for a number of
these possibilities simultaneously as the expeditious return of
client assets remains a core objective of the Administration and
wish to minimize any further delay notwithstanding the unknown
outcome of a number of factors which will influence the ultimate
choice of appropriate strategy.

           Jurisdiction Appeal to the Court of Appeal

LBIE's legal team and counsel have developed arguments in support
of the appeal that the Court does have jurisdiction to sanction a
Scheme of Arrangement under part 26 of the Companies Act 2006.
This is due to be heard on 26 October 2009 but the timing of the
delivery of the decision remains uncertain.  It is hoped that the
Court of Appeal will give its verdict by mid-November 2009,but
this means, even if LBIE is successful that the Scheme could take
several further months to implement, as a further Court hearing is
necessary to convene the meetings of creditors and, after the
creditors' meetings, to sanction the scheme.  In these
circumstances, it is anticipated that any revised scheme will
build upon the progress made in the interim, for example by
incorporating any universal Bar Date established, and provide
additional benefits to the process by binding all potential
parties (including non-signatories to the Contractual Solution)
into its terms.

Should the appeal be unsuccessful, the Scheme cannot be pursued
any further unless the Joint Administrators decide to appeal to
the UK Supreme Court, but, by implementing the alternative steps
outlined, the Administrators expect to be well advanced in
implementing the Contractual Solution by the time the Court of
Appeal delivers its decision.

                          Estimated Timing

This table indicates the current estimated timeline. Please note
this is a directional indication only and assumes court (and
judge) availability and that there are no appeals.

October 2009          Application for Bar Date

Late October 2009     Jurisdiction Appeal heard

Now to November 2009  Draft the Contractual Solution and agree
                        with working group

November 2009         Court of Appeal delivers judgment

November/
December 2009         Promote Contractual Solution.
                      Presentation, meetings and dialogue to
                        explain proposals and to  solicit support

December 2009         Achieve target acceptances. Offer
                        unconditional date set

December 2009         If appeal is successful review both the
                        timetable to reintroduce Scheme and the
                        proposals for the Contractual Solution in
                        light of the Court's decision

These actions may be dependent upon the appeal outcome:

December 2009         Launch Bar Date application for Retention
                      Claims by Affiliates

January 31, 2010      Proposed date Bar Date for customer
                      property claims

February 2010         If required, launch trust application to
                      determine correctness of pooling of any
                      shortfalls as between signatories and non-
                      signatories. The respondents would be the
                      specific non-signatories who suffer the
                      shortfall.

February 2010         If required, launch applications for costs
                      on non-signatories to be set

March 31, 2010        Proposed Bar Date on affiliate Retention
                      Claims

Q1 2010               Commence distributions of stock lines where
                      there is no shortfall, including Custody
                      clients and in some cases where there are
                      shortfalls, provided all claimants are
                      signatories

Q2 2010               Commence distributions of stock lines where
                      there are shortfalls as soon as issues
                      regarding shortfall allocations are resolved
                      with non signatories

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LENNY DYKSTRA: 1986 Championship Ring Sold for Over $56,000
-----------------------------------------------------------
Lenny Dykstra's championship ring from the 1986 World Series was
sold at an auction for $56,762.50 to a collector from Queens, New
York, The Associated Press reports, citing Heritage Auctions.
According to The AP, Mr. Dykstra had 11 items at the auction in
Dallas, and they combined to bring in more than $162,000.

Westlake Village, California-based Lenny Dykstra is a former Major
League Baseball All-Star.  He was center fielder for the New York
Mets and Philadelphia Phillies.  He filed for Chapter 11
bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No.
09-18409).  M Jonathan Hayes, Esq., at the Law Office of M
Jonathan Hayes, in Northridge, California, assists the Debtor in
his restructuring effort.  The Debtor listed up to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


LEVEL 3: Board Elects Rahul Merchant as Director
------------------------------------------------
Level 3 Communications, Inc.'s board of directors on September 26,
2009, elected Rahul N. Merchant as a member of the Board,
effective October 1, filling a vacancy created by the Board's
increasing the size of the Board to 14.

Mr. Merchant has been a partner at Exigen Capital, a private
equity firm based in New York City since 2008.  From 2006 until
2008, Mr. Merchant was Executive Vice President, Chief Information
Officer and Member of the Executive Committee at Fannie Mae.  In
this role, he led and transformed Technology and Operations
groups.  Prior to joining Fannie Mae, Mr. Merchant was Senior Vice
President and Chief Technology Officer at Merrill Lynch & Co. In
this role, Mr. Merchant managed the global technology organization
from 2000 until 2006.  Mr. Merchant has also held senior
leadership positions at Cooper Neff and Associates, Lehman
Brothers, Sanwa Financial Products and Dresdner Bank.  Mr.
Merchant serves as a member of the Board of Director at Sun
Microsystems, Inc., Collabera, Inc. and Netuitive, Inc.  He also
serves on the board of advisors to the American India Foundation.
Mr. Merchant holds a B.S. degree in Electrical Engineering from
Bombay University, M.S. in Computer Science from Memphis
University, and M.B.A. from Temple University.

The Board has determined that Mr. Merchant is independent within
the meaning of the listing standards of The NASDAQ Stock Market.

Mr. Merchant will receive compensation as a non-employee member of
the Board as described in Level 3's Compensation Discussion and
Analysis for the year ended December 31, 2008, which has been
previously filed with the Securities and Exchange Commission.

Level 3 compensates its non-employee directors -- except for its
Chairman, Walter Scott -- with grants of restricted stock.  Each
non-employee member of the Board receives quarterly grants of
restricted stock having a value of $37,500 at the time of grant
which amount to an annual aggregate grant value of $150,000 for
each such director.  The number of shares of restricted stock
granted is determined by dividing $37,500 by the closing price of
the Company's common stock on the NASDAQ Global Select Market on
the last trading day of the quarter.  Beginning with 2009
compensation, the total number of shares of restricted stock
issued to each non-employee member of the Board with respect to a
calendar year's compensation will be subject to an overall cap of
100,000 shares of common stock.

Walter Scott, Jr., Level 3's Chairman of the Board, also receives
quarterly grants of restricted stock having a value of $45,000 at
the time of grant which amount to an annual aggregate grant value
of $180,000.  The number of shares of restricted stock granted to
Mr. Scott is determined by dividing $45,000 by the closing price
of the Company's common stock on the NASDAQ Global Select Market
on the last trading day of the quarter.  Beginning with 2009
compensation, the total number of shares of restricted stock
issued to Mr. Scott with respect to a calendar year's compensation
will be subject to an overall cap of 120,000 shares of common
stock.  These shares of restricted stock granted for 2009
compensation will generally vest 100% on the later of 1) April 1,
2010, and 2) the first trading day on which transactions in Level
3's securities are permitted by its insider trading policy after
April 1, 2010, if trading is not permitted on April 1, 2010.

                   About Level 3 Communications

Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services.  Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.

At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings has lowered the rating assigned to Level 3
Communications, Inc.'s convertible subordinated notes to 'CC/RR6'
from 'CCC-/RR6'.  The rating action brings the subordinated note
ratings in line with Fitch's revised rating definition and mapping
criteria.  Approximately $484 million of convertible subordinates
notes outstanding as of March 31, 2009, was effected by Fitch's
action.  As of March 31, 2009, LVLT had approximately $6.4 billion
of debt outstanding.

On June 25, the TCR said Fitch assigned a 'CCC/RR5' rating to
Level 3's $200 million issuance of 7% convertible senior notes due
March 2015.  The notes will rank pari passu with LVLT's existing
senior unsecured indebtedness.  LVLT along with its wholly owned
subsidiary Level 3 Financing, Inc., have a 'B-' Issuer Default
Rating and a Positive Rating Outlook.  The proceeds from the note
offering along with approximately $78.2 million of cash (plus
accrued interest) will be exchanged for a portion of LVLT's
outstanding 6% convertible subordinated notes due 2010 and its
2.875% convertible senior notes due 2010 pursuant to an exchange
agreement the company has entered into with certain institutional
investors.

From Fitch's perspective the debt exchange and the open market
debt repurchases have a positive effect on LVLT's credit profile
and alleviates concerns related to the company's liquidity
position seeing that a significant portion of the exchange and
repurchases were targeted at outstanding debt scheduled to mature
between 2009 and 2010.  After the close of the exchange, expected
to occur before the end of the second quarter, and considering the
open market debt repurchases, LVLT has a total of $241 million of
debt maturing during the balance of 2009 and 2010.


LEVEL 3: Sells $275MM in 7% Convertible Notes Due 2015
------------------------------------------------------
Level 3 Communications, Inc., on October 1, 2009, entered into a
Securities Purchase Agreement with certain investors in connection
with the offering and sale of $275,000,000 aggregate principal
amount of its 7% Convertible Senior Notes due 2015, Series B.

The aggregate principal amount of New Notes that each Investor has
committed to purchase pursuant to the Purchase Agreement are:

     Investor                                   Purchase Amount
     --------                                   ---------------
     Loomis, Sayles & Company, L.P.                 $90,000,000
       on behalf of its advisory clients

     Fairfax Financial Holdings Limited             $75,000,000

     Zazove Associates, LLC                         $50,000,000
       on behalf of its advisory clients

     Steelhead Navigator Master, L.P.               $25,000,000

     Fidelity Magellan Fund: Fidelity               $25,000,000
        Magellan Fund

     Fidelity Financial Trust: Fidelity             $10,000,000
       Convertible Securities

The New Notes will mature on March 15, 2015, and pay 7% annual
cash interest.  The New Notes will be convertible by holders into
shares of the Company's common stock, par value $0.01 per share,
at an initial conversion price of $1.80 per share (which is
equivalent to a conversion rate of 555.5556 shares of Common Stock
per $1,000 principal amount of the New Notes), subject to
adjustment upon certain events, at any time before the close of
business on March 15, 2015.  Holders may require the Company to
repurchase all or any part of their New Notes upon the occurrence
of a designated event (change in control or a termination of
trading) at a price equal to 100% of the principal amount of the
New Notes, plus accrued and unpaid interest to, but excluding, the
repurchase date, if any.  In addition, if a holder elects to
convert its New Notes in connection with certain changes in
control, the Company will pay, to the extent described in the
Second Supplemental Indenture governing the New Notes, a make-
whole premium by increasing the number of shares deliverable upon
conversion of the Notes.

The issuance of the New Notes is subject to other customary
closing conditions.

In connection with the offering of the New Notes, the Company has
agreed with one of the investors to use its reasonable best
efforts to file, within 20 days after the issuance of the New
Notes, at the Company's expense, a shelf registration statement
with respect to the resale by the investor of the New Notes, the
Common Stock issuable upon conversion of the New Notes and other
of the Company's securities beneficially owned by the investor.

The New Notes will be issued pursuant to an Indenture, dated as of
December 24, 2008, between the Company and The Bank of New York
Mellon, as Trustee, as supplemented by a Second Supplemental
Indenture, to be dated as of the closing date of the offering,
between the Company and the Trustee.

A full-text copy of the Prospectus Supplement is available at no
charge at http://ResearchArchives.com/t/s?4639

                   About Level 3 Communications

Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services.  Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.

At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings has lowered the rating assigned to Level 3
Communications, Inc.'s convertible subordinated notes to 'CC/RR6'
from 'CCC-/RR6'.  The rating action brings the subordinated note
ratings in line with Fitch's revised rating definition and mapping
criteria.  Approximately $484 million of convertible subordinates
notes outstanding as of March 31, 2009, was effected by Fitch's
action.  As of March 31, 2009, LVLT had approximately $6.4 billion
of debt outstanding.

On June 25, the TCR said Fitch assigned a 'CCC/RR5' rating to
Level 3's $200 million issuance of 7% convertible senior notes due
March 2015.  The notes will rank pari passu with LVLT's existing
senior unsecured indebtedness.  LVLT along with its wholly owned
subsidiary Level 3 Financing, Inc., have a 'B-' Issuer Default
Rating and a Positive Rating Outlook.  The proceeds from the note
offering along with approximately $78.2 million of cash (plus
accrued interest) will be exchanged for a portion of LVLT's
outstanding 6% convertible subordinated notes due 2010 and its
2.875% convertible senior notes due 2010 pursuant to an exchange
agreement the company has entered into with certain institutional
investors.

From Fitch's perspective the debt exchange and the open market
debt repurchases have a positive effect on LVLT's credit profile
and alleviates concerns related to the company's liquidity
position seeing that a significant portion of the exchange and
repurchases were targeted at outstanding debt scheduled to mature
between 2009 and 2010.  After the close of the exchange, expected
to occur before the end of the second quarter, and considering the
open market debt repurchases, LVLT has a total of $241 million of
debt maturing during the balance of 2009 and 2010.


LEWIS EQUIPMENT: Has Until Oct. 19 to File Schedules & Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until Oct. 19, 2009, Lewis Equipment Company, Inc., and
its debtor-affiliates' time to file their schedules of assets and
liabilities and statement of financial affairs.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LEWIS EQUIPMENT: Meeting of Creditors Scheduled for October 21
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Lewis Equipment Company, Inc., and its debtor-affiliates'
Chapter 11 cases on Oct. 21, 2009, at 1:30 p.m.  The meeting will
be held at Fritz G. Lanham Federal Building, 819 Taylor Street,
Room 7A24, Ft. Worth, Texas.

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.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case Nos. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LIFEMASTERS SUPPORTED: Section 341(a) Meeting Set for November 17
-----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in LifeMasters Supported SelfCare, Inc.'s Chapter 11 case on
Nov. 17, 2009, at 12:30 p.m.  The meeting will be held at 411 W
Fourth St., Room 1-159, Santa Ana, California.

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

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

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C.D.
Calif. Case No. 09-19722).  Ron Bender, Esq. represents the debtor
in its restructuring effort.  The Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


LIFEMASTERS SUPPORTED: Wants Schedules Filing Moved to October 29
-----------------------------------------------------------------
LifeMasters Supported SelfCare, Inc., asks the U.S. Bankruptcy
Court for the Central District of California to extend until
Oct. 29, 2009, the time to file its schedule of assets and
liabilities; schedule of current income and current expenditures;
and statement of financial affairs.

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C.D.
Calif. Case No. 09-19722).  Ron Bender, Esq., represents the
debtor in its restructuring effort.  The Debtor listed assets and
debts both ranging from $10,000,001 to $50,000,000.


LIGHTHOUSE FINANCIAL: Section 341(a) Meeting Set for October 15
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Lighthouse Financial Group, Inc., and its debtor-affiliates'
Chapter 11 cases on Oct. 15, 2009, at 1:30 p.m.  The meeting will
be held at Room 100-A, 501 East Polk St., (Timberlake Annex),
Tampa, Florida.

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.

Tampa, Florida-based Lighthouse Financial Group, Inc., and its
affiliates filed for Chapter 11 on Sept. 14, 2009 (Case M.D. Fla.
Nos. 09-20530 to 09-20603).  Cheryl Thompson, Esq., at Gray
Robinson, PA, and Stephenie Biernacki Anthony, Esq., at Anthony &
Partners, LLC, represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  In their
petition, the Debtors listed assets and debts both ranging from
$10,000,001 to $50,000,000.


LIGHTHOUSE FINANCIAL: Wants Schedules Filing Extended 'Til Oct. 12
------------------------------------------------------------------
Lighthouse Financial Group, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Middle District of Florida to
extend until Oct. 12, 2009, the time to file their schedules of
assets and liabilities and statement of financial affairs.

Tampa, Florida-based Lighthouse Financial Group, Inc. and its
affiliates filed for Chapter 11 on Sept. 14, 2009 (Case M.D. Fla.
Nos. 09-20530 to 09-20603).  Cheryl Thompson, Esq., at Gray
Robinson, PA, and Stephenie Biernacki Anthony, Esq., at Anthony &
Partners, LLC, represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  In their
petition, the Debtors listed assets and debts both ranging from
$10,000,001 to $50,000,000.


MERRIAM POINTE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Merriam Pointe LLC has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the District of Kansas.

Alexia Stout-Lang at Kansas City Star relates that Merriam Pointe
said that it will move forward with construction and sales on the
property.  According to Kansas City Star, Merriam Pointe has
reported having prospects for the sale of the land, but hasn't
named potential buyers.

Kansas City Star states that Merriam Pointe owed $206,527 in back
taxes and special assessments in August 2009, and it failed to
meet the development specifications defined in the original
agreement.  The city of Meriam was named as a creditor in the
Company's bankruptcy filing.

Kansas City Star quoted city administrator Phil Lammers as saying,
"We still have a contractual agreement that has two important
features, or triggers.  And one of them is for the developer to
keep current on special assessments and taxes.  And another
important feature of our contractual agreement is that they have a
date for build-out or X amount of development planned . . . . We
are really not your traditional or conventional creditor, in the
sense that we have unsecured debt with the developer.  In a sense,
our debt is secured."

The city won't serve on a committee during the bankruptcy
proceedings, Kansas City Star states.

Olathe, Kansas-based Merriam Pointe, L.L.C., operates a real
estate business.


MERRIFIELD TOWN: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Merrifield Town Center Limited Partnership
                c/o James W. Reynolds, Esq.
                Odin, Feldman & Pittleman, PC
                9302 Lee Highway, #1100
                Fairfax, VA 22031
                Te: (703) 218-2105

Case Number: 09-18119

Involuntary Petition Date: October 10, 2009

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Petitioners' Counsel: Henry S. FitzGerald, Esq.
                      Law Offices of Henry S. Fitzgerald
                      2200 Wilson BLvd. #800
                      Arlington, VA 22201
                      Tel: (703)525-8753
                      Email: hstjf1@aol.com

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Mahbod Mahbod Hashemzadeh      illegal contract     $74,808
2300 9th St., S. Ste. 304
Arlington, VA 22204

Zhifeng Long                   illegal contract     $52,493
2300 9th St., S. Ste. 304
Arlington, VA 22204

Xuiling Long                   illegal contract     $52,493
2300 9th St., S. Ste. 304
Arlington, VA 22204


NATIONAL LAMPOON: Oct. 31 Balance Sheet Upside-Down by $1.0MM
-------------------------------------------------------------
National Lampoon Inc.'s consolidated balance sheet at October 31,
2008, showed $8.4 million in total assets and $9.4 million in
total liabilities, resulting in a shareholders' deficit of
$1.0 million.  At October 31, 2008, the Company had an accumulated
deficit of $46.2 million.

At October 31, 2008, the Company's consolidated balance sheet also
showed strained liquidity with $1.1 million in total current
assets available to pay $6.4 million in total current liabilities.

The Company reported a net loss of $3.3 million on total revenues
of $1.1 million for the first quarter ended October 31, 2008,
compared with a net loss of $1.2 million on total revenues of
$807,626 in the corresponding period ended October 31, 2007.

Operating loss was $3.2 million in the first quarter ended
October 31, 2008, compared to an operating loss of $1.2 million in
the same period of 2007.  The increase in operating loss was
primarily due to an impairment of capitalized film production
costs in the amount of $2.3 million due to a write down of
domestic and international licensing ultimate revenues from the
release of National Lampoon's Bagboy and Ratko.

Full-text copies of the company's consolidated financial
statements for the quarter ended October 31, 2008, are available
for free at http://researcharchives.com/t/s?462e

The Company reported a net loss of $829,276 on total revenues of
$770,785 for the second quarter ended January 31, 2009, compared
with a net loss of $850,959 on total revenues of $503,173 in the
corresponding period ended January 31, 2008.

The Company reported a net loss of $779,781 on total revenues of
$207,606 for the third quarter ended April 30, 2009, compared with
net income of $97,744 on total revenues of $2.6 million in the
corresponding period ended April 30, 2008.

                       Going Concern Doubt

Weinberg & Company P.A., in Los Angeles, expressed substantial
doubt about National Lampoon Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended July 31, 2008.  The auditing firm
pointed to the Company's recurring losses from operations and
accumulated deficit of $42.9 million as of July 31, 2008.

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is a media and
entertainment company that creates and distributes comedic
content.  The National Lampoon(TM) brand was initially developed
in 1970 through publication of National Lampoon Magazine and later
through the use of the Company name on motion pictures, including
National Lampoon's Animal House and National Lampoon's Vacation.
The majority of the Company's revenues are derived from these
business activities:

    Motion Picture Production and Distribution
    Licensing of the National Lampoon trademark for use in the
       titles of films
    Internet activities


NORTH AMERICAN: S&P Gives 'B+' Rating on $25 Mil. Senior Notes
--------------------------------------------------------------
On Oct. 2, 2009, Standard & Poor's Ratings Services said it
finalized the 'B+' rating on power generation portfolio North
American Energy Alliance LLC's $205 million of senior secured
second-lien notes.  The final rating follows S&P's review of
executed project documents and S&P's conclusion that these
documents are consistent with the legal and financial structure
that resulted in the preliminary rating.

At the same time, S&P has withdrawn the rating on the $325 million
senior unsecured notes following the full repayment of this debt
as part NAEA's refinancing.

Total debt in the NAEA's structure consists of the $545 million in
first-lien facilities rated 'BB', the $205 million in second-lien
notes rated 'B+', and the unrated $44.7 million (pro rata) at the
Lakewood power plant.  Recovery ratings for the facilities are '1'
and '3', respectively.  The outlook on the ratings is stable.


NORTHFIELD LABORATORIES: Emerges From Chapter 11 Protection
-----------------------------------------------------------
BankruptcyData.com reports that Northfield Laboratories Inc.'s
amended plan of liquidation became effective, and the Company
emerged from Chapter 11 protection.  The Court confirmed the Plan
on Sept. 11, 2009.

                      Summary of Plan Terms

Upon the Effective Date of the Plan, all of the assets of the
Debtor will be transferred to a liquidating trust.  The
Liquidation Trust will seek to finish the wind-down of the
Company's business, liquidate the Company's assets and pursue
causes of action, including avoidance actions, with the purpose of
maximizing the recovery for the beneficiaries of the Liquidation
Trust, including the holders of allowed Claims and, if possible,
equity holders.  As of the Effective Date, the Debtor shall cease
to exist and be deemed dissolved pursuant to applicable state law.

To maximize the value that can be realized from its assets, the
Company contemplated, among other things, (i) marketing and sale
of its Mt. Prospect, Illinois, plant; (ii) marketing and sale of
its intellectual property assets; (iii) sale of all other
remaining assets; and (iv) preservation of its value through the
mitigation of administrative claims and other wind-down costs to
the extent possible.

Each holder of an allowed Class 2 general unsecured claim will
receive a pro rata distribution of any available liquidation
proceeds or such lesser amount that would result in the holder
receiving or retaining aggregate distributions of a value, as of
the Effective Date, equal to the allowed amount of such claim.
Class 2 is impaired and holders thereof are entitled to vote to
accept or reject the Plan.

On each distribution date, each holder of an allowed Class 3
Securities Claim will receive a pro rata distribution, together
with allowed Class 4 Interests, of any available liquidation
proceeds that remain after the payment and satisfaction of allowed
Class 2 general unsecured claims.  Holders of Class 3 Securities
Claims are deemed to have rejected the Plan and will not be
entitled to vote.

Class 4 Interests will be deemed cancelled and extinguished as of
the Effective Date.   Class 4 Interests are deemed to have
rejected the Plan and will not be entitled to vote.

A copy of the disclosure statement, which includes the Plan as
Appendix A thereto, is available for free at:

               http://researcharchives.com/t/s?41e6

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
-- http://www.northfieldlabs.com/-- was founded and incorporated
under the laws of the State of Delaware in June 1985 to
commercialize the scientific development of a hemoglobin-based
oxygen-carrying red blood cell substitute (PolyHeme).  The Company
financed its research and development and other activities through
the sale of public and private securities and, to a lesser extent,
the license of product rights.  In 1994, the Company completed an
initial public offering and its shares were publicly traded on
NASDAQ under the ticker symbol "NFLD" from that time until trading
was suspended on June 11, 2009.  The Company's shares were
subsequently de-listed effective July 13, 2009.

The Company completed its Biologic License Application for
PolyHeme and submitted it to the U.S. Food & Drug Administration
on October 29, 2008.  On April 30, 2009, the FDA informed the
Company that it completed its review of the Company's BLA and
found "that the information and data submitted are inadequate for
final approval action."

The Company thereafter concluded it unlikely that sufficient
additional capital could be raised to support such further product
development.  Thus, the Company expeditiously began winding-down
its operations.

Northfield Laboratories Inc. filed for Chapter 11 on June 1, 2009
(Bankr. D. Del. Case No. 09-11924).  Ian Connor Bifferato, Esq.,
Kevin G. Collins, Esq., and Thomas F. Driscoll, III, Esq., at
Bifferato LLC, serve as co-counsel.  Lucian Borders Murley, Esq.,
and Mark Minuti, Esq., and Robyn F. Pollack, Esq., at Saul Ewing
LLP, represent the official committee of unsecured creditors as
counsel.  The Debtor's schedules of assets and liabilities
disclosed $9,453,720 in assets against debts of $1,793,115.


NOVA BIOSOURCE: Court Approves Sale of Seneca Assets
----------------------------------------------------
The United States Bankruptcy Court for the District of Delaware on
September 29, 2009, entered an order authorizing the sale of
assets by Nova Biofuels Seneca, LLC and Nova Biosource
Technologies, LLC, each a Delaware limited liability company and a
subsidiary of Nova Biosource Fuels, Inc., to REG Seneca, LLC, an
Iowa limited liability company, or its designee, pursuant to the
terms of an Asset Purchase Agreement, dated as of September 23,
2009.

Pursuant to the Seneca Asset Purchase Agreement, the Seneca
Purchaser agreed to acquire substantially all of the Seneca
Sellers' assets, excluding certain specified assets, used in
manufacturing ASTM D6751 quality biodiesel and related co-products
out of its production facilities in Seneca, Illinois, including
all patents and intellectual property rights to Nova's process
technology, and to assume bank term debt of approximately
$36,250,000.  The transaction is subject to the satisfaction or
waiver of certain closing conditions.  Under the terms of the
Seneca Asset Purchase Agreement, the transaction is expected to
close no later than October 15, 2009.  There can be no assurances
that the conditions to closing will be met or waived or that the
closing will occur as expected.

                    About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

Nova Biosource Fuels, Inc., and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on March 30, 2009.  The case is In re Nova
Holding Clinton County, LLC, (Bankr. D. Del. Lead Case No.
09-11081).  Michael B. Schaedle, Esq., Melissa S. Vongtama, Esq.,
and Josef W. Mintz, Esq., at Blank rome LLP, in Philadelphia,
represent the Debtors as counsel.  David W. Carickhoff, Esq., at
Blank Rome LLP, in Wilmington, represents the Debtors as Delaware
counsel.  The Debtors listed assets and debts of $10 million to
$50 million each.


NOVA BIOSOURCE: Court OKs Sale of Clinton County Assets
-------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware on
September 25, 2009, entered an order authorizing the sale of
assets by Nova Biofuels Clinton County, LLC, a Delaware limited
liability company and a subsidiary of Nova Biosource Fuels, Inc.,
to Clinton County Bio Energy, LLC, an Iowa limited liability
company, pursuant to the terms of an Asset Purchase Agreement,
dated as of July 31, 2009.

Pursuant to the Clinton County Asset Purchase Agreement, the
Clinton County Purchaser agreed to purchase substantially all of
the Clinton County Seller's assets, excluding certain specified
assets, used in the manufacturing of biodiesel and related co-
products out of the Clinton County Seller's production facilities,
including, without limitation, the biodiesel refinery in Clinton
County, Iowa, for a cash purchase price of $1,200,000, plus
certain pre-paid expenses and taxes.  The transaction is subject
to the satisfaction or waiver of the closing condition that the
representations and warranties of the parties must be true and
correct in all material respects.

Under the terms of the Clinton County Asset Purchase Agreement,
the transaction is expected to close no later than October 6,
2009.  There can be no assurances that the condition to closing
will be met or waived or that the closing will occur as expected.

                    About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

Nova Biosource Fuels, Inc., and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on March 30, 2009.  The case is In re Nova
Holding Clinton County, LLC, (Bankr. D. Del. Lead Case No.
09-11081).  Michael B. Schaedle, Esq., Melissa S. Vongtama, Esq.,
and Josef W. Mintz, Esq., at Blank rome LLP, in Philadelphia,
represent the Debtors as counsel.  David W. Carickhoff, Esq., at
Blank Rome LLP, in Wilmington, represents the Debtors as Delaware
counsel.  The Debtors listed assets and debts of $10 million to
$50 million each.


NPS PHARMACEUTICALS: Settles with Azimuth on Purchase of Shares
---------------------------------------------------------------
NPS Pharmaceuticals, Inc., entered into a Common Stock Purchase
Agreement, dated as of August 5, 2009, with Azimuth Opportunity
Ltd.  Pursuant to the Purchase Agreement, NPS may, from time to
time and subject to the terms and limitations set forth in the
Purchase Agreement, sell shares of its common stock to Azimuth.

On September 29, 2009, NPS Pharmaceuticals expected to settle with
Azimuth on the purchase of 842,511 shares of NPS common stock
under the Purchase Agreement at an aggregate purchase price of
approximately $3,500,000.  NPS said it will receive estimated net
proceeds from the sale of these shares of roughly $3,450,000 after
deducting estimated offering expenses, including a placement agent
fee of $26,250 to Reedland Capital Partners.

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?463d

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

As of June 30, 2009, the Company had $144.9 million in total
assets; and $364.7 million in total liabilities, resulting in
$219.8 million in stockholders' deficit.


NPS PHARMACEUTICALS: Stratemeier Replaces Rackear as Gen. Counsel
-----------------------------------------------------------------
Andrew Rackear, Senior Vice President, General Counsel and
Secretary, on Thursday gave notice that he will be resigning from
NPS Pharmaceuticals, Inc., effective as of October 30, 2009.

Edward Stratemeier will join the Company on October 19, 2009, as
Senior Vice President, Legal Affairs and Acting General Counsel.
He will assume responsibility of the Company's legal department as
General Counsel effective as of November 1, 2009.  Mr. Stratemeier
has more than 30 years of legal experience, which includes 25
years specific to the pharmaceutical industry.  Mr. Stratemeier
joins the Company from Stinson Morrison Hecker LLP, a private law
practice representing pharmaceutical companies with principal
counseling centered on product life cycle management; patent,
regulatory and litigation strategies; product licensing; and
clinical trials.  Previously Mr. Stratemeier was at Aventis
Pharmaceuticals and its predecessor companies where he held
positions of increasing responsibility over a 22-year period,
including his most recent role as senior vice president legal,
government relations, and public policy.  While at Aventis, Mr.
Stratemeier served as one of four members of the company's legal
steering committee, which directed the overall provision of legal
services to the company on a global basis.  He was also a member
of the senior management team for North America, which set the
strategy and policies for Aventis' North American business.  Mr.
Stratemeier received his juris doctorate from the University of
Missouri at Kansas City.  He also holds a master of business
administration from Rockhurst College and a bachelor of arts from
the University of Kansas.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

As of June 30, 2009, the Company had $144.9 million in total
assets; and $364.7 million in total liabilities, resulting in
$219.8 million in stockholders' deficit.


PENN NATIONAL: Fontainebleau Project Won't Move Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service stated that Penn National's recent
statement that it is "looking at" the Fontainebleau project in Las
Vegas currently has no impact on its ratings or negative outlook.

The last rating action on Penn National was August 10, 2009,
when Moody's assigned a B1 rating to the company's proposed
$250 million senior subordinated notes due 2019 and affirmed its
other ratings.

Penn National Gaming, Inc., owns and operates nineteen gaming and
racing facilities in fourteen US and one Canadian jurisdiction.
The company generates about $2.4 billion of annual net revenues.


POMARE LTD: Emerges From Chapter 11 Bankruptcy
----------------------------------------------
KITV Honolulu reports that Pomare Ltd. has emerged from Chapter 11
bankruptcy protection and now has a new owner.  According to KITV,
Pomare is planning to upgrade its flagship store.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the official committee of
unsecured creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PROTOSTAR LTD: Files Chapter 11 Plan; Sales to Provide Funding
--------------------------------------------------------------
ProtoStar Ltd. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement with respect to their joint Chapter 11 plan of
reorganization, which is premised upon the receipt and
distribution of sales proceeds from the auctions of satellites.

A hearing is set for Oct. 29, 2009, at 2:00 p.m., to consider
approval of the disclosure statement.  Objections, if any, are due
Oct. 26, 2009, by 4:00 p.m.

All claimholders, other than holders of priority non-tax claims,
equity interest and intercompany claims, are allowed to vote for
the plan.  The Debtors' plan did not indicate how much each of the
holders is expected to recover from its allowed claim.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4635

A full-text copy of the Debtors' Chapter 11 plan is available for
free at http://researcharchives.com/t/s?4636

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts.  As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.

ProtoStar is contesting a motion by Philippine Long Distance
Telephone Company for a probe under FRBP Rule 2004.  The Debtor
says that PLDT's claims are merely unsecured claims and any probe
would delay its ongoing sale process.  On August 28, 2009, PLDT
filed a motion, seeking discovery relating solely to money it is
owed, including "facts and circumstances" relating to PLDT's deals
with ProtoStar and the transfer of $27.5 million from PLDT to the
Debtors on Sept. 17, 2009.

The Bankruptcy Court has set October 14, 2010, as the general
claims bar date.  Proofs of claim by governmental units are due
January 25, 2010.

Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.


QUEST RESOURCE: Maturity of RBC Loan Extended to October 31
-----------------------------------------------------------
Quest Cherokee, LLC, Quest Energy Partners, L.P., and Quest
Cherokee Oilfield Service, LLC, on September 30, 2009, entered
into a Third Amendment to Second Lien Senior Term Loan Agreement
to extend the maturity date of the Second Lien Senior Term Loan
Agreement, as amended, from September 30, 2009 to October 31,
2009.  The Third Amendment is among Quest Cherokee, as borrower,
the Partnership and QCOS, as guarantors, Royal Bank of Canada, as
administrative agent and collateral agent, KeyBank National
Association, as documentation agent, Societe Generale, as
documentation agent, and the lenders party thereto.

A full-text copy of the Third Amendment to Second Lien
Senior Term Loan Agreement is available at no charge at:

               http://ResearchArchives.com/t/s?463e

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.

QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.

The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.


QUESTEX MEDIA: Files for Bankruptcy; May Sell Assets to Lenders
---------------------------------------------------------------
Questex Media Group Inc. filed for bankruptcy protection from
creditors.

Reuters reports that the Company plans to sell assets to a group
sponsored by the first-lien lenders, who also be the providers of
its debtor-in-possession loan.   Credit Suisse was the
administrative agent for the first-lien loan.

The Company, according to the report, said it is facing a "severe
contraction in liquidity" and had pledged all of its assets to
existing lenders, leaving no choice but to begin the process of
selling the company in bankruptcy.

"This restructuring will better position the business for future
growth for the benefit of all of the company's stakeholders," said
Questex chief executive officer, Kerry Gumas, in a statement.

                        About Questex Media

Questex Media Group, Inc. is a global, diversified business-to-
business integrated media and information provider, headquartered
in Newton, MA. Questex serves multiple industries including
technology, telecommunications, beauty, spa, travel, hospitality,
leisure, home entertainment, landscape design, building services
and natural resources through a range of well-established, market-
leading publications, events, interactive media, research,
information and integrated marketing services.  The company's
media properties include over 100 print and digital media
publications, 45 conferences, tradeshows and events, as well as a
range of research, data and information products.  The company's
businesses are managed through operating companies including
Questex Media Group; InfoTrends, Inc., Imaging Networks and;
McLean Events International, Ltd, a world-leading producer of
appointment-based events. The company's combined operations
include more than 400 employees in offices throughout North
America, South America, Asia and Europe.

Questex was formed in 2005 by Audax Group Inc, a private equity
firm based in Boston, which bought business units from Advanstar
Holdings Inc for $185 million.

Questex Media filed for Chapter 11 on Oct. 5 (Bankr. D. Del. Case
No. 09-13423).

The Company says it has assets of $299 million against debts of
$321 million.


SALLY HOLDINGS: Moody's Gives Stable Outlook, Lifts Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service changed Sally Holdings, LLC's rating
outlook to stable from negative and upgraded the secured term
loans to B1 from B2 and the speculative grade liquidity rating to
SGL-2 from SGL-3.  The company's B2 Corporate Family and
Probability of Default Ratings were affirmed.

The change in outlook to stable reflects the improvement in
Sally's credit metrics and operating performance.  "Sally
continues to demonstrate the resilience in its business model with
its recent operating performance, resulting in improved credit
metrics that solidly position it in the B2 rating category,"
stated Moody's Senior Analyst Charlie O'Shea.

The upgrade to SGL-2, representing good liquidity, recognizes the
improvement in Sally's internally generated cash flow, which is
able to cover the company's operating and capital expenditure
requirements for the next twelve months.  The $400 million ABL
facility is currently undrawn and is available to provide further
liquidity support if needed.

The upgrades of the term loans reflect Moody's re-consideration of
its assumptions regarding the likely loss in the event of default
between the secured bank facilities and the unsecured debt.  While
the company's operating performance and liquidity have improved
over the past year, those fundamental credit issues were not the
primary factor causing the upgrade.

Ratings affirmed and LGD point estimates adjusted include:

* Corporate family rating at B2,

* Probability of default rating at B2,

* Senior secured bank credit facility at Ba2 (LGD1, 5%; from LGD1,
  7%),

* Senior unsecured notes at B3 (LGD 5, 76%; from LGD4, 55%).

* Senior subordinated notes at Caa1 (LGD6, 93%).

Ratings upgraded and LGD point estimates adjusted include:

* Senior secured term loan A to B1 (LGD3, 36%) from B2 (LGD4, 50%)
* Senior secured term loan B to B1 (LGD3, 36%) from B2 (LGD4, 50%)
* Speculative grade liquidity rating to SGL-2 from SGL-3.

The most recent rating action on Sally was the December 7, 2007
change in outlook to negative from stable.

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.


SEAGATE TECHNOLOGY: S&P Gives Stable Outlook, Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Scotts Valley, California-based Seagate Technology to stable from
negative, reflecting recent stronger operating results.  S&P also
affirmed the ratings on the company, including the 'BB-' corporate
credit rating and all issue-level ratings.

The ratings on Seagate reflect volatile industry dynamics in the
hard-drive industry, including periods of aggressive product
pricing and excess supply, substantial competition, and a high
degree of product-cycle risk.  Offsets include the company's
strong overall competitive standing, good liquidity, and moderate
leverage for the rating.

"The industry is emerging from a period of soft demand and ample
capacity, which caused revenues to decline by 30% in the December
2008 and March 2009 quarters," said Standard & Poor's credit
analyst Lucy Patricola.  Because of high fixed-cost absorption and
weak pricing, EBITDA margins dropped sharply and the company
operated at break-even EBITDA in March.


SMURFIT-STONE: i2i Europe Sues to Enforce Non-Competition Deal
--------------------------------------------------------------
i2i Europe Ltd. seeks a temporary restraining order and
preliminary injunction enjoining Smurfit-Stone Container
Enterprises, Inc., one of the Debtors, and any person or entity
acting in concert or participation with SSCE from breaching a
noncompetition agreement entered into between SSCE and i2i Europe
by directly or indirectly competing with i2i Europe by soliciting
its customers located in a certain area.

Carl N. Kunz III, Esq., at Morris James LLP, in Wilmington,
Delaware, relates that the supporting memorandum of Europe's
request provides confidential and business-sensitive information
regarding the business relationship between i2i Europe and SSCE,
as well as, inter alia, i2i Europe's capital structure, business
activities, customer relationships, and sales strategies.

Subsequently, Europe sought and obtained authority from the Court
to file the Verified Complaint, TRO Motion, Supporting
Memorandum, and all exhibits under seal.

                       Rejected Contract

To recall, the Debtors are asking the Court for authority to
reject nine executory contracts with various counterparties,
including i2i Europe Ltd.  A copy of the Contracts and Leases is
available for free at:

           http://bankrupt.com/misc/Smurf13thOmni.pdf

i2i Europe Ltd. has asked the Court for authority to file its
objection to the Debtors' 13th omnibus request to reject
unexpired leases and executory contracts under seal.

Carl N. Kunz III, Esq., at Morris James LLP, in Wilmington,
Delaware, notes that the Debtors' omnibus request includes a
certain noncompetition agreement and broker sales agreement
entered into between Smurfit-Stone Container Enterprises, Inc.,
one of the Debtors, and Europe.

Mr. Kunz contends that the Objection contains confidential and
business-sensitive information regarding the business
relationship between SSCE and Europe, as well as Europe's capital
structure, business activities, customer relationships, and sales
strategies.  He further argues that the information's exposure to
competitors risks irreversible damage to Europe's business,
strategic advantages, and relationships with customers.

                       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)


SMURFIT-STONE: Begins Omnibus Claims Objections
-----------------------------------------------
In their first omnibus claims objections, Smurfit-Stone Container
Corp. and its units ask the Court to disallow more than 300 claims
that are duplicates of other claims filed by the same claimant.  A
list of the claims is available for free at:

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

In addition, the Debtors ask the Court to disallow a $700,000,000
unsecured claim filed by Desmond Green because it has been filed
without any documentation to substantiate the claim.

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.  The newsletter
provides definitive coverage of all omnibus claims objections,
responses to those objections and rulings by the bankruptcy court
with respect to those objections.  (http://bankrupt.com/newsstand/
or 215/945-7000)

                       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.


SMURFIT-STONE: U.S. Trustee & Unsec. Creditors Oppose Equity Panel
------------------------------------------------------------------
Smurfit-Stone Container Corp., its official committee of unsecured
creditors, and Roberta A. DeAngelis, the acting U.S. Trustee for
Region 3, have asked the Bankruptcy Court to deny Caspian Capital
Advisors' request for appointment of an official committee of
shareholders in Smurfit-Stone Container Corp.'s cases.

On behalf of the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, contends that in order to appoint an
official equity committee, a party-in-interest has the burden of
proof to establish "a preponderance of the evidence" that there
is a substantial likelihood that equity holders will receive a
meaningful distribution and that their interests are represented
without an official equity committee.

Mr. Conlan points out that Caspian has failed to meet the burden
of demonstrating the likelihood that equity holders will receive
a meaningful distribution in the Chapter 11 cases.

"The unfortunate reality of these cases is that sufficient assets
are not likely available to satisfy the claims of the Debtors'
creditors, let alone to make a meaningful distribution to the
Shareholders," Mr. Conlan asserts.

In light of the multiple legal and financial advisors already
involved in the Debtors' cases, Mr. Conlan also argues that the
cost of appointing an additional committee is duplicative and
unnecessary.

The Creditors' Committee, through its counsel, Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, submits that the appointment of an equity committee is
unwarranted because the Debtors' publicly available financial
information and the current trading prices of the Debtors'
unsecured debt clearly show that equity is "out of the money."

Ms. Jones says that the efforts of an equity committee would
merely duplicate those of the Creditors' Committee and will only
burden the Debtors' estates with additional fees and expenses
that will further dilute the recovery of unsecured creditors
without any concomitant benefit to equity holders.

The U.S. Trustee, in support of the two objections, also notes
that all of the Debtors' recent public financial filings indicate
that equity is not likely to receive any distribution and that
there has been no evidence submitted by Caspian to establish that
official committee status is necessary for adequate
representation of equity.

In addition, the U.S. Trustee points out that Caspian is a
sophisticated institutional investor who is represented in the
Debtors' Chapter 11 cases by competent legal counsel, which only
underscores the argument that equity is adequately represented
without the formation of an official committee.

As reported by the TCR on October 1, 2009, Bankruptcy Judge
Brendan Linehan Shannon, at the Sept. 30 hearing, 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.

             Shareholders' Request for Committee

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.

Subsequently, Fiduciary Counselors Inc. filed a joinder to
Caspian's request.  FCI is the independent fiduciary for the
Debtors' five employee savings plans which collectively hold
approximately four percent of the common stock of Smurfit-Stone
Container Corporation.  FCI, however, asks the Court that if an
equity committee is appointed, it should not be limited to holders
of preferred stock but should include holders of common stock as
well.  FCI notes that it is willing and able to serve as a member
of an equity committee if one is formed.

In addition to FCI, Caspian's request is also supported by Smith
Management LLC, acting as investment advisor to certain
collective investment funds.  Smith owns approximately 11,000,000
shares of Smurfit-Stone common stock, constituting approximately
4.3% of the outstanding shares, and 100,000 shares of Smurfit-
Stone Preferred Stock, constituting 2.2% of the outstanding
preferred shares.  Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, in New York, relates that on August 26, 2009, his
firm wrote a letter on behalf of Smith to the Office of the United
States Trustee, seeking the appointment of an Official Committee
of Equity Security Holders pursuant to Section 1102(a)(I) of the
Bankruptcy Code but the request was denied.  Mr. Gottlieb, in
support of Caspian's request, contends that equity holders cannot
count on the Official Committee of Unsecured Creditors to
represent equity interests because it is a fiduciary to general
unsecured creditors which is a different and senior class.

In support of Caspian's request, Mariner Investment Group LLC,
through its counsel Christopher P. Simon, Esq., at Cross & Simon
LLC, in Wilmington, Delaware, notes that the Objectors propose a
new standard that requires that shareholders mount a full-scale
valuation fight before they can be granted adequate
representation in a bankruptcy case.  "This is not [Caspian's]
burden.  Instead, the standard - which [Caspian] has met - is to
show that the Debtors are not hopelessly insolvent," Mr. Simon
explains.  Caspian only seeks access to information and the
shareholders' rightful opportunity to be a constructive
participant, instead of a mere objecting party or a source of
litigation to be reckoned with, Mr. Simon adds.  He notes that a
premature valuation fight commenced months ahead of confirmation
serves no interest and will only erode the value of the Debtors'
estates.

In four separate filings, these entities filed declarations of
status as a substantial shareholder of SSCC:

                                     No. of Stocks Owned
                                        As of 9/25/09
                                ------------------------------
  Entity                        Common               Preferred
  ------                        ------               ---------
  Caspian Capital Partners     805,000                 146,402
  LP

  Caspian Select Credit      1,150,000                  66,466
  Master Fund

  Mariner LDC                  345,000                 384,082

  Mariner Voyager Master             -                  67,965
  Fund Ltd.

                       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)


SMURFIT-STONE: Wants to Assume SAP America License Agreement
------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates seek the Court's
authority to assume and modify software license agreements under a
master license agreement with SAP America, Inc.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that in connection with their continuing review
and analysis of material executory contracts, the Debtors
determined that if they assumed the Master License Agreement
without modification, they would be obligated to (a) continue
paying maintenance fees for certain of the licenses, including
licenses for the SAP Business Suite Professional, and (b) pay the
full amount of the approximately $4,000,000 in installment
payments.

After evaluating their options, including the possibility of
rejecting the Master License Agreement and replacing the SAP
Software with a different product, the Debtors engaged SAP in
discussions regarding potential modifications to certain aspects
of the existing Master License Agreement, including the timing of
implementation of licenses and the payment of annual maintenance
fees.

As a result of the discussions, the Debtors and SAP have agreed
to, among other things, (i) reduce the upfront license fee for
the SAP Software from $4,000,054 to $3,250,000, (ii) suspend,
effective October 1, 2009, the annual maintenance fees until the
Debtors actually implement the SAP Software, and (iii) modify the
Master License Agreement to allow the Debtors to "reinstate"
individual licenses for their employees at any time, provided
that the Debtors will be obligated to (a) reimburse SAP for all
unpaid maintenance fees associated with reinstated licenses for
the period of suspension, and (b) continue paying annual
maintenance fees with respect to reinstated licenses.

Mr. Conlan, however, notes that the Debtors will not be obligated
to pay any maintenance fees with respect to licenses that are not
reinstated.  He adds that SAP's agreement to make modifications
to the Master License Agreement is conditioned upon the Debtors
assuming the Master License Agreement.

The Debtors and SAP agree that SAP was owed a total of
approximately $4,097,066 on account of various licenses under the
Master License Agreement.

Mr. Conlan asserts that the Debtors are prepared to pay, and are
capable of paying, the Amounts upon the approval of their
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)


SP ACQUISITION: To Liquidate As Frontier Merger Cancelled
---------------------------------------------------------
Frontier Financial Corporation and SP Acquisition Holdings, Inc.,
have mutually agreed to terminate the Agreement and Plan of
Merger, dated as of July 30, 2009, by and between SPAH and
Frontier, as amended by Amendment No. 1 to Agreement and Plan of
Merger, dated as of August 10, 2009, effective immediately, due to
the fact that certain closing conditions contained in the merger
agreement could not be met.  As a result, the special meetings of
SPAH's stockholders and warrant holders and Frontier's
shareholders scheduled to be held on October 8, 2009, have been
cancelled.

Pat Fahey, Chairman and Chief Executive Officer of Frontier, noted
that "After working diligently for several months, the parties
could not secure the required regulatory approvals in sufficient
time to complete the transaction by the October 10, 2009 deadline.
We will continue to aggressively work to resolve our loan
problems, and shore up our capital position."

Frontier previously announced its continued participation in the
Federal Deposit Insurance Corporation's voluntary Transaction
Account Guarantee portion of the Temporary Liquidity Guarantee
Program through June 30, 2010.  Under this program, Frontier's
noninterest bearing transaction accounts and qualified NOW
checking accounts are fully guaranteed by the FDIC for an
unlimited amount of coverage.  The coverage under the TAG program
is in addition to, and separate from, the coverage available under
the FDIC's general deposit insurance protection.

Because of termination of the merger agreement and pursuant to the
terms of its amended and restated certificate of incorporation,
SPAH's corporate existence will cease on October 10, 2009.  The
trustee will commence liquidating the investments constituting the
trust account and distribute the proceeds to the public
stockholders of SPAH in accordance with SPAH's amended and
restated certificate of incorporation, the Investment Management
Trust Agreement, and applicable law.

             About Frontier Financial Corporation

Frontier Financial Corporation (NASDAQ: FTBK) --
http://www.frontierbank.com/-- is a Washington-based financial
holding company, providing financial services through its
commercial bank subsidiary, Frontier Bank, since 1978. Frontier
Bank offers a wide range of banking and financial services to
businesses and individuals in its market area, including trust,
cash management, and investment and insurance products. Frontier
operates 48 offices in Clallam, Jefferson, King, Kitsap, Pierce,
Skagit, Snohomish, Thurston, Whatcom counties in Washington and 3
offices in Oregon.


                About SP Acquisition Holdings

SP Acquisition Holdings (NYSE Amex: DSP) is a blank check company
organized under the laws of the State of Delaware on February 14,
2007. It was formed for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition or other similar
business combination, one or more businesses or assets.


SPECTRUM BRANDS: Discontinues Growing Products Operations
---------------------------------------------------------
Spectrum Brands, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that in November 2008,
the Company's board of directors committed to the shutdown of
Growing Products operations, following an evaluation of the
historical lack of profitability and the projected input costs
and significant working capital demands of Growing Products for
the Company's fiscal year ending September 30, 2009.

The Growing Products operations include the manufacturing and
marketing of fertilizers, enriched soils, mulch and grass seed.

As of March 29, 2009, the Company completed the shutdown of
Growing Products.  In accordance with the requirements of
Statement of Financial Accounting Standards No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets", Growing
Products was reported as discontinued operations for all periods
presented in the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 29, 2009, and June 28, 2009.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


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 its
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)


SIMMONS CO: Says It Will 'Soon' File for Bankruptcy
---------------------------------------------------
Simmons Bedding Co. will soon file for bankruptcy protection, the
New York Times reported, citing company officials.

As reported by the TCR on Sept. 28, 2009, Simmons Co. and Simmons
Bedding Company on September 25 said their Boards of Directors
have approved a restructuring plan under which they have entered
into an agreement that provides for the acquisition of Simmons
Bedding and all of its subsidiaries, as well as its parent Bedding
Holdco Incorporated, by certain affiliates of Ares Management LLC
and Teachers' Private Capital, the private investment arm of the
Ontario Teachers' Pension Plan.

As part of the restructuring of its debt obligations and the
related transaction, Simmons will reduce its total indebtedness
from approximately $1 billion to approximately $450 million.
Simmons will emerge from this process with a stronger balance
sheet and increased financial flexibility.

The transaction is comprised of total consideration of
approximately $760 million, including equity from the purchaser
and certain of Simmons' and Simmons Bedding's current lenders as
well as debt commitments from certain of Simmons' and Simmons
Bedding's current lenders.  Further, a significant majority of
noteholders of Simmons and Simmons Bedding have agreed to support
the plan, including holders of 75.4% of Simmons Bedding's $200
million 7.875% senior subordinated notes and 72.6% of Simmons'
10% discount notes.

                      The Restructuring Plan

Under the plan, all of Simmons Bedding's trade vendors, suppliers,
employees and senior bank lenders will be paid in full, while each
holder of Simmons' senior subordinated notes will be entitled to
receive its pro rata share of $190 million in cash and each holder
of Simmons' discount notes will be entitled to receive its pro
rata share of $15 million in cash (which amount may be invested in
the equity of a new indirect holding company for Simmons Bedding
by holders of the discount notes who satisfy investment
requirements designed to assure compliance with securities laws
and specified in the plan).

Each of the senior subordinated notes and discount notes
distribution is subject to adjustment in certain circumstances.
Simmons and its domestic subsidiaries expect to launch a formal
process to solicit votes for its pre-packaged plan from the senior
bank lenders and the holders of the senior subordinated notes and
discount notes as soon as solicitation materials are ready. The
solicitation process is expected to be completed within 30 days
after launching.

Following the solicitation period, and to implement the
restructuring, Simmons and its domestic subsidiaries intend to
commence Chapter 11 cases under the U.S. Bankruptcy Code and seek
confirmation of the pre-packaged plan.  While the anticipated
bankruptcy filings will not include Simmons Bedding's subsidiaries
in Canada and Puerto Rico, these operations will be acquired under
the terms of the purchase agreement.  In connection with the plan,
Simmons Bedding also has arranged for a $35 million debtor in
possession revolving credit facility with certain lenders,
pursuant to which Deutsche Bank Trust Company Americas will act as
the administrative agent and collateral agent and Deutsche Bank
Securities Inc. will act as the sole book runner and lead
arranger.  Throughout the restructuring process, Simmons Bedding
expects to continue normal operations under its current ownership
structure and does not anticipate any changes to its overall
business or its ability to meet its customers' needs.

A copy of the Plan Sponsor Agreement is available for free at:

          http://researcharchives.com/t/s?45a6

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.

                       About Simmons Company

Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.

Simmons Bedding Company is the indirect subsidiary of Simmons
Company.  Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R).  Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties.  Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.

As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.


TOPS HOLDING: Upsizing of Offering Won't Affect S&P's 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Tops Holding Corporation (B/Stable/--) remain
unaffected by the company's announcement to increase the size of
its proposed bond offering to $275 million from $250 million.  The
proceeds from the notes, along with $13.5 million of borrowings
under the $70 million asset-based revolving facility, will be used
to refinance existing debt, extend maturities, eliminate existing
maintenance covenants, and pay a $105 million (rather than the
originally planned $80 million) dividend to its private equity
holders.

Pro forma for the larger bond issuance, debt to EBITDA leverage is
expected to be about 5.2x at July 11, 2009, or marginally higher
than prior expectations of 5.0x.  Although this remains adequate
for the current 'B' rating, S&P believes the increased size of
debt issuance and dividend lengthens the time horizon for when a
positive outlook could be considered.


TRUMP ENTERTAINMENT: Donald Trump Squares Off With Bondholders
--------------------------------------------------------------
Patrick Fitzgerald at Dow Jones Newswires reports that Donald
Trump and his bankers squared off with bondholders on Wednesday
over the fate of Trump Entertainment Resorts, Inc.

Judge Wizmur has adjourned hearings on the competing plans to
October 7, 2009 at 10:00 a.m.

                          Competing Plans

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners.  Beal Bank and Beal Bank Nevada agreed to amend and
restate a prepetition credit agreement with the partnership
subsidiary of the Company in order to restructure approximately
$486 million in debt.  Under the amendment, the debt will be
assumed by the reorganized company post-emergence and the maturity
period for the repayment is extended until December 2020 from the
existing maturity of 2012.  Under the Plan, only Beal Bank will
have recovery, and lower ranked creditors would receive nothing.
According to the disclosure statement explaining the Plan, Beal
Bank will recover 94% of its claims.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 say that they have a "superior plan".  The Noteholders
noted that, in stark contrast to the Insider Plan, their plan
would deliver far more value to all constituencies.  The salient
terms of the Noteholder Plan are:

   -- A capital contribution of $175 million in new equity capital
      in the form of a rights offering backstopped by certain
      holders of the Senior Secured Notes.

   -- The Noteholder Plan further contemplates the sale of the
      Trump Marina Hotel Casino to Coastal Marina, LLC for
      $75 million, net of certain deposits and the dismissal of
      the litigation commenced by the Debtors against, among
      others, Richard T. Fields and Coastal Development, LLC

   -- Beal Bank would receive a cash pay down equal to the
      proceeds from the Marina Sale, plus $75 million from the
      proceeds of a rights offering.  In addition, Beal Bank would
      receive new debt at an interest rate to be determined by the
      Court sufficient to provide Beal Bank with the present value
      of Beal's allowed secured claim.

   -- Holders of the Senior Secured Notes, together with eligible
      holders of general unsecured claims, will be entitled to
      receive their pro rata share of (a) 5% of the common stock
      of the reorganized Debtors, and (b) subscription rights to
      acquire 95% of the New Common Stock.  In addition, holders
      of general unsecured claims that are not eligible to receive
      subscription rights would be entitled to receive their pro
      rata share of a fixed pool of cash.

Copies of the Insider Plan and the explanatory Disclosure
Statement are available for free at:

    http://bankrupt.com/misc/Trump_Chapter11Plan.pdf
    http://bankrupt.com/misc/Trump_DiscStatement.pdf

Copies of the Noteholder Plan and explanatory Disclosure Statement
are available for free at:

    http://bankrupt.com/misc/Trump_Noteholders_DS.pdf
    http://bankrupt.com/misc/Trump_Noteholders_Plan.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UAL CORP: Fitch Assigns 'C/RR6' Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'C/RR6' to UAL Corp.'s
$300 million senior convertible note issue.  The notes, which are
guaranteed by UAL's principal operating subsidiary, United
Airlines, Inc., mature in 2029 and carry a coupon of 6%.  Holders
have the right to put the notes back to the company at par on
Oct. 15, 2014 (as well as the same date in 2019 and 2024).
Holders also have the right to require repurchase of the notes at
par if the company undergoes a fundamental change, defined to
include a change in majority ownership of the company but
excluding certain restructuring events.  The Issuer Default Rating
for both UAL and United is 'CCC'.

The closing of the convertible notes deal, together with an
issuance of at least 19 million shares of common stock, is
expected to generate net cash proceeds of approximately
$424 million after deducting offering expenses.  This represents
an important liquidity-raising step for the airline as it looks to
bolster cash balances in advance of the seasonally weak demand
period in the fourth and first quarters.  Barring a reversal of
recent demand strengthening trends moving into the winter, Fitch
believes that UAL's recent capital markets activity puts it in a
position to avoid a liquidity crisis in early 2010.

Following the completion of the convertible debt and equity
transactions, UAL is likely to report unrestricted cash balances
near $3 billion.  Taking into account heavy debt and capital lease
maturities over the next several quarters, the airline should
still manage to maintain liquidity above $1.5 billion.  Moving
into 2010, moreover, as improving macroeconomic trends begin to
drive somewhat better high-fare business travel demand, passenger
unit revenue trends are likely to improve.  This should put UAL
and the other large U.S. airlines in a better position to return
to positive free cash flow next year.

In its Sept. 16 investor update, UAL noted that it expects third
quarter mainline revenue per available seat mile (RASM) to fall by
17.8% to 18.8% year-over-year.  This suggests that no meaningful
snap-back in yields has taken place during the quarter, though
some sequential improvement in RASM comparisons throughout the
quarter likely was achieved.  The carrier's cost guidance
indicated that non-fuel unit operating expenses were likely to be
flat to down slightly for the third quarter, reflecting a
continuation of generally good cost management results during
2009.

In evaluating the potential for a cash flow turnaround and
progress toward de-leveraging over the next few months, Fitch will
focus on the pace of improvements in business travel demand and
evidence of a continuation of moderating year-over-year declines
in passenger yields and RASM.  While signs of a nascent economic
recovery support the case for modest RASM growth in 2010, the
economy remains fragile and risks of follow-on revenue shocks
persist.  As a result, no positive rating actions for UAL and
United are likely in the near term.


WEST CORP: Public Offering of Stock Won't Affect S&P's 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating on West Corp. (B+/Stable/--) is not currently affected by
the company's proposed initial public offering of common stock.
West has not determined the final size of the stock offering.  The
company did indicate that use of proceeds will include repaying
debt, funding working capital needs, and other general corporate
purposes, which could include a broad range of uses.

While Standard & Poor's views the potential IPO as a positive
development, there is currently insufficient information regarding
the size of the IPO and the extent of likely debt repayment to
warrant an outlook change or a CreditWatch listing.  S&P will
closely monitor further communications from West regarding the
potential IPO, and will determine whether the likely improvement
in debt leverage will warrant an outlook change or a CreditWatch
listing, assuming that there has not been a material change in
West's operating performance.

Operating performance has been fairly solid, despite the
recession.  In the second quarter, West increased revenues and
EBITDA, including acquisitions, by 10.1% and 12.6%, respectively,
year over year.  Excluding acquisitions, revenues were flat -- a
solid performance in the midst of a recession.  At the segment
level (excluding acquisitions), Conferencing revenues grew 3.2%
and Communications experienced a very modest revenue decline of
2.2%.


ZUFFA LLC: Moody's Assigns 'Ba3' Rating on $100 Mil. Senior Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Zuffa, LLC's
(d/b/a Ultimate Fighting Championship) proposed $100 million
senior secured incremental term loan.  Zuffa plans to use the net
proceeds from the offering to pay a dividend to its owners, repay
revolving bank debt, and for general corporate purposes.  Moody's
believes the offering utilizes some of the company's improved
financial flexibility and will marginally increase cash interest
expense.  However, it also slightly improves Zuffa's intermediate
term liquidity by terming out the outstanding balance drawn on its
revolver.  In addition, Moody's affirmed Zuffa's Ba3 Corporate
Family Rating and its Ba3 Probability of Default Rating.  The
rating outlook is stable.

Assignments:

Issuer: Zuffa, LLC

  -- Senior Secured Incremental Term Loan, Assigned Ba3 (LGD4-50%)
Affirmations:

Issuer: Zuffa, LLC

  -- Corporate Family Rating, Affirmed at Ba3
  -- Probability of Default Rating, Affirmed at Ba3
  -- Senior Secured Credit Facility, Affirmed at Ba3 (LGD4-50%)

The term loan is expected to rank pari passu with the company's
existing senior secured credit facility which is secured by a
first priority lien on all of the borrower's assets and is
expected to mature in June 2015.

The approximate $75 million net increase in debt utilizes some of
the financial headroom that the company has built-up through its
strong revenue and cash flow growth driven by the growing
popularity of mixed martial arts and the UFC.  The incremental
debt increases Zuffa's expected debt-to-EBITDA leverage ratio
(incorporating Moody's standard adjustments) as of 9/30/09 to 3.4x
from 2.8x, which is within the 2.5x -- 4.0x range incorporated in
the company's Ba3 CFR.

Zuffa's Ba3 CFR reflects its premium MMA platform and brands,
sturdy credit metrics, strong free cash flow and strong growth
prospects.  The rating considers the benefits from the growing
popularity of MMA and UFC, the company's first mover advantage,
large contractually bound pool of fighters with superior
opportunities for exposure and profit, and management's commitment
to maintain a moderate amount of debt and leverage.  However, the
rating is constrained by Zuffa's small size, high reliance on a
limited number of pay-per-view events and the majority owners'
history of being high financial-risk tolerant entrepreneurs.

The last rating action for Zuffa was on June 12, 2007 when Moody's
affirmed the company's ratings.

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

Zuffa, LLC (d/b/a Ultimate Fighting Championship) is the world's
largest promoter of MMA sports competition events.  Its most
prominent brand, Ultimate Fighting Championship or "UFC", has the
largest platform in the sport.


VELOCITY EXPRESS: Gets Initial Approval to Use $14MM DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Velocity Express Inc. and its debtor-affiliates to access, on an
interim basis, $14 million postpetition financing from Burdale
Capital Finance, Inc., as administrative agent and lender.
Velocity Express will use the loan to fund their business during
their Chapter 11 cases pending the sale of substantially all of
their assets.

The facility will incur interest at a per annum rate equal to the
"base rate" plus 6% per annum.  The base rate will be subject to a
floor of 4% per annum.

The Debtors agreed to pay $175,000 in closing fee to the lender.

The DIP facility is subject to a $25,000 carve-out to pay fees
incurred by professionals employed by the Debtors.

The lender will be granted superpriority administrative expense
status with priority over all costs and expenses of administration
of the cases.

A hearing is set for Oct. 16, 2009, at 9:30 a.m., to consider
final approval of the DIP request.  Objections, if any, must be
filed no later than 72 hours before the final hearing.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VELOCITY EXPRESS: Taps Lowenstein Sandler as Counsel
----------------------------------------------------
Velocity Express Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Lowenstein Sandler PC as their counsel.

The firm has agreed to:

   a) provide the Debtors with advice and preparing all necessary
      documents regarding debt restructuring, bankruptcy and asset
      dispositions;

   b) take all necessary actions to protect and preserve the
      Debtors' estates during the pendency of this Chapter II
      case, including the prosecution of actions by the Debtors,
      the defense of actions commenced against the Debtors,
      negotiations concerning litigation in which the Debtors are
      involved and objecting to claims filed against the estates;

   c) prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports and papers in connection with the administration of
      this Chapter 11 case;

   d) counsel the Debtors with regard to their rights and
      obligations as debtors-in-possession;

   e) appear in Court to protect the interests of the Debtors; and

   f) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The firm's standard hourly rates are:

      Members           $410-$765
      Counsel           $360-$550
      Counsel           $320-$520
      Associates        $220-$380
      Legal Assistants  $120-$215

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

In separate filings, the Debtors also ask the Court for permission
to employ Richards, Layton & Finger PA as co-counsel, and Kurtzman
Carson Consultants LLC as noticing and claims agent.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VELOCITY EXPRESS: Pushes to Sell All Assets to ComVest for $9.7MM
-----------------------------------------------------------------
Velocity Express Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware procedures that
would govern the auction and sale of substantially all of their
assets.

In connection with the sale, a special committee of independent
members of the board of directors, consist of Richard A. Kassar
and John J. Perkins, has been created to oversee the sale process.
The special committee selected Scura, Rise & Partners Securities
as financial advisor to assist in the transaction, and an
independent legal counsel, which was not named in the document.

ComVest Velocity Acquisition I LLC, owner 98% of senior notes of
the Debtors, is under contract to purchase all of the Debtors'
assets for about $9.7 million, absent higher and better bids at
the auction.

To participate in the auction, interested purchasers must submit a
good faith deposit of 10% of the value of its bid for the Debtors'
assets.

ComVest will be paid $1 million comprised of a $750,000 break-up
fee and $250,000 expense reimbursement, if the Debtors consummate
the sale to another party.

The sale hearing and auction dates are yet to be determined.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


WYOMING ETHANOL: Heyburn Unit Remains in Bankruptcy
---------------------------------------------------
Laurie Welch at Times-News reports that Renova Energy LLC Vice
President of Marketing Terry Oldfield said that the Company's
Heyburn subsidiary, which was constructing a 21-million gallon-a-
year plant, is still in bankruptcy court, although the Company and
its Wyoming subsidiary have already emerged from bankruptcy
protection.

Mr. Oldfield said that Renova Energy has an offer to purchase the
Heyburn facility from a U.S. company that would pay to make the
plant operational within the next 18 months, according to Times-
News.  The report quoted him as saying, "They have expressed a
desire to use many of the same contractors."  Mr. Oldfield
couldn't disclose the name of the company interested in purchasing
the plant, nor the purchase price, says the report.

If the purchase deal goes through, the money will first pay
administration costs and legal fees, with creditors dividing the
remainder, Times-News states, citing Mr. Oldfield.

Times-News relates that Mr. Oldfield said that two creditor
committees were formed consisting of lien holders and unsecured
creditors, who will all have to agree that selling the facility
will be the best way of recouping their losses.

Wyoming Ethanol, LLC, Renova Energy (ID), LLC, and Renova Energy,
Inc., the U.S.-based subsidiaries of Renova Energy plc,
manufacture ethyl and ethanol alcohol.  Wyoming Ethanol owns and
operates an ethanol plant in Torrington, Wyoming and REID owns a
partially completed ethanol plant in Heyburn, Idaho.  The Debtor
and its affiliates filed separate chapter 11 bankruptcy petitions
before the June 19, 2008 (Bankr. D. Wyo. Lead Case No. 08-20345).
Paul Hunter, Esq., in Cheyenne, and Thomas R. Califano, Esq., and
Vincent J. Roldan, Esq., at DLA Pipers US LLP represent the
Debtors.  Wyoming Ethanol, LLC disclosed $10 million to $50
million in estimated assets and $10 million to $50 million in
debts when it filed for bankruptcy.

Renova Energy plc (RVA: AIM) -- http://www.renovaenergy.com/-- is
a U.K.-based renewable fuel company investing in a well
established integrated ethanol marketing, distribution and
production business in the Rocky Mountain and Northwest regions of
the USA.  The company was admitted to trading on AIM, part of the
London Stock Exchange, in June 2005.  Renova Energy Plc is a non-
bankrupt entity.


XP ENTERTAINMNET: Blames Ch 11 Bankruptcy on Liquidity Issues
-------------------------------------------------------------
XP Entertainment, LLC, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Colorado.

XP Events was forced to file for Chapter 11 after experiencing
liquidity issues, with Bank of America declining to extend a line
of credit with the company, Street & Smith's Sports Business
Journal states, citing XP Events chairperson Tripp Wall.

XP Entertainment said that its bankruptcy filing won't affect its
contract to run retail concessions at the 2010 Olympic Winter
Games in Vancouver, Canada, Denver Business Journal relates.
According to Street & Smith's Sports Business Journal, Mr. Wall
said that the bankruptcy filing won't also affect the 2010
Olympics deal because that contract is held by a separate entity
called XP Canada, an affiliate whose primary lender is the Royal
Bank of Canada.

Court documents say that XP Entertainment's unsecured creditors --
owed a total of at least $23 million -- include:

     -- Bank of America, owed about $1.5 million;

     -- Arizona Diamondbacks, owed about $397,880;

     -- Charlotte Bobcats and its facility, Time Warner Cable
        Arena, owed about $391,114 total; and

     -- New Era Cap Co., owed about $256,000.

XP Entertainment's other creditors are:

     -- Praxis Investment Co., owed about $723,346,
     -- Gameday in Golden, owed about $500,000; and
     -- EKSH Accounting, owed about $45,819.

Denver-based XP Entertainment LLP, aka XP Events, runs merchandise
concessions at sports venues and special events.  It specializes
in retail and merchandising services for sports groups and other
special events worldwide.  It handled on-site merchandise sales at
the 2009 NBA All-Star Game in Phoenix.  The Company was founded in
2005.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------
                                              Total
                                             Share-     Total
                                    Total  holders'   Working
                                   Assets    Equity   Capital
Company             Ticker         ($MM)     ($MM)     ($MM)
-------             ------        ------   -------   -------
ABSOLUTE SOFTWRE     ABT CN            117        1        35
ACCO BRANDS CORP     ABD US           1100     -107       135
AFC ENTERPRISES      AFCE US           142      -26        12
AMER AXLE & MFG      AXL US           1920     -736     -1119
AMR CORP             AMR US          24138    -3000     -3129
ARBITRON INC         ARB US            220        0         2
ARVINMERITOR INC     ARM US           2627     -846         3
AUTOZONE INC         AZO US           5318     -433      -145
BIOSPECIFICS TEC     BSTC US            12        6         9
BIOTIME INC          BTIM US             5        0         0
BLOUNT INTL          BLT US            474      -36       151
BOARDWALK REAL E     BEI-U CN         2377      -22      N.A.
BOARDWALK REAL E     BOWFF US         2377      -22      N.A.
BP PRUD BAY-RTU      BPT US              9        8         0
BURCON NUTRASCIE     BU CN               4        3         2
CABLEVISION SYS      CVC US           9307    -5284      -198
CARDTRONICS INC      CATM US           468      -10       -50
CENTENNIAL COMM      CYCL US          1455     -948       180
CENVEO INC           CVO US           1459     -231       186
CHENIERE ENERGY      CQP US           1920     -436        27
CHOICE HOTELS        CHH US            357     -141       -22
CINCINNATI BELL      CBB US           2009     -623       -19
CLOROX CO            CLX US           4576     -175      -757
DEXCOM               DXCM US            65        1        37
DISH NETWORK-A       DISH US          7265    -1519      -240
DOMINO'S PIZZA       DPZ US            461    -1372       113
DUN & BRADSTREET     DNB US           1623     -719      -147
DYAX CORP            DYAX US            68      -37        32
EASTMAN KODAK        EK US            7105     -109      1100
EINSTEIN NOAH RE     BAGL US           150       -4       -47
ELECTRO-OPTICAL      MELA US             8        7         6
ENERGY COMPOSITE     ENCC US             0        0         0
EPICEPT CORP         EPCT SS            16       -3         7
EXELIXIS INC         EXEL US           333     -123        29
EXTENDICARE REAL     EXE-U CN         1719      -47       111
FORD MOTOR CO        F US           204327    -9418    -39573
FORD MOTOR CO        F BB           204327    -9418    -39573
GENCORP INC          GY US            1015        1        -8
GLG PARTNERS INC     GLG US            494     -271       166
GLG PARTNERS-UTS     GLG/U US          494     -271       166
GOLD RESOURCE CO     GORO US             7        6         5
HEALTHSOUTH CORP     HLS US           1888     -662       -77
HOVNANIAN ENT-A      HOV US           2285      -73      1524
HOVNANIAN ENT-B      HOVVB US         2285      -73      1524
HUMAN GENOME SCI     HGSI US           670      -55       117
IMAX CORP            IMX CN            270      -18        55
IMAX CORP            IMAX US           270      -18        55
IMMUNOMEDICS INC     IMMU US            53        1       -20
IMS HEALTH INC       RX US            2030      -22       318
INCYTE CORP          INCY US           159     -291       101
INSULET CORP         PODD US            99       -3        63
INTERMUNE INC        ITMN US           165      -80        98
IPCS INC             IPCS US           553      -34        68
JAZZ PHARMACEUTI     JAZZ US           108      -88       -17
JUST ENERGY INCO     JE-U CN           457     -652      -369
KNOLOGY INC          KNOL US           639      -44        37
LIN TV CORP-CL A     TVL US            781     -187        14
LINEAR TECH CORP     LLTC US          1421     -266       963
LODGENET INTERAC     LNET US           594      -64        46
LOGMEIN INC          LOGM US            47        7         1
MANNKIND CORP        MNKD US           267      -19         0
MAP PHARMACEUTIC     MAPP US            65        1        24
MAXLIFE FUND COR     MXFD US             0        0         0
MEAD JOHNSON-A       MJN US           1926     -808       466
MEDIACOM COMM-A      MCCC US          3707     -426      -265
MODAVOX INC          MDVX US             5        3        -1
MOODY'S CORP         MCO US           1873     -749      -404
NATIONAL CINEMED     NCMI US           603     -499        91
NAVISTAR INTL        NAV US           9383    -1294       180
NPS PHARM INC        NPSP US           144     -219        80
OCH-ZIFF CAPIT-A     OZM US           1854     -157      N.A.
OMNOVA SOLUTIONS     OMN US            326        0        81
ONCOGENEX PHARMA     OGXI US             7        3         4
ONCOLYTICS BIO       ONC CN             12        9         9
OSIRIS THERAPEUT     OSIR US           129        2        64
OTELCO INC-IDS       OTT-U CN          349        9        24
OTELCO INC-IDS       OTT US            349        9        24
OVERSTOCK.COM        OSTK US           129       -3        33
PALM INC             PALM US           793     -454      -269
PDL BIOPHARMA IN     PDLI US           217     -306       140
PERMIAN BASIN        PBT US             10        0         9
PETROALGAE INC       PALG US             7      -32       -16
POTLATCH CORP        PCH US            916        0      N.A.
QWEST COMMUNICAT     Q US            20226    -1051       260
REGAL ENTERTAI-A     RGC US           2647     -228       -40
RENAISSANCE LEA      RLRN US            58        0        -6
REVLON INC-A         REV US            797    -1074        87
SALLY BEAUTY HOL     SBH US           1464     -645       420
SANDRIDGE ENERGY     SD US            2364      -91       114
SELECT COMFORT C     SCSS US            86      -46       -82
SEMGROUP ENERGY      SGLP US           314     -131       -11
SIGA TECH INC        SIGA US             8      -13        -4
SINCLAIR BROAD-A     SBGI US          1606     -148      -342
SONIC CORP           SONC US           828      -22        75
SPECIALTY PRODUC     SPIE US            53        9        10
STANDARD PARKING     STAN US           230        4       -13
STEREOTAXIS INC      STXS US            43      -10        -3
SUCCESSFACTORS I     SFSF US           165       -5         1
SUN COMMUNITIES      SUI US           1192      -81      N.A.
SYNERGY PHARMACE     SGYP US             4        1         1
TALBOTS INC          TLB US            855     -206       -25
TAUBMAN CENTERS      TCO US           2858     -289      N.A.
TENNECO INC          TEN US           2767     -263       240
THERAVANCE           THRX US           206     -159       144
UAL CORP             UAUA US         18805    -2628     -2345
UNITED RENTALS       URI US           3918      -46       316
US AIRWAYS GROUP     LCC US           7857     -336      -548
VECTOR GROUP LTD     VGR US            757        2       158
VENOCO INC           VQ US             725     -165        -3
VIRGIN MOBILE-A      VM US             320     -256      -126
WARNER MUSIC GRO     WMG US           3988     -142      -680
WEIGHT WATCHERS      WTW US           1085     -791      -309
WORLD COLOR PRES     WC CN            2641    -1735       479
WORLD COLOR PRES     WC/U CN          2641    -1735       479
WR GRACE & CO        GRA US           3815     -351       977
YRC WORLDWIDE IN     YRCW US          3418      -72      -696
ZYMOGENETICS INC     ZGEN US           271      -14        85



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **