TCR_Public/091012.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 12, 2009, Vol. 13, No. 282

                            Headlines

3C RIVERSIDE: Wants Access to Cash Securing Loan with FABT
400 CENTENNIAL: Building Foreclosed by Lenders
ACCURIDE CORP: Bank Debt Trades at 3% Off in Secondary Market
ACCURIDE CORP: Case Summary & 30 Largest Unsecured Creditors
ACCURIDE CORP: S&P Sr. Secured Debt Rating Cut to 'D' on Filing

ADVANCED MICRO: Appoints Thomas Seifert as Chief Financial Officer
AFFILIATED COMPUTER: Bank Debt Trades at 1.17% Off
ACCURIDE CORP: Wins Nod on First-Day Motions, Interim DIP Loan
AGA MEDICAL: S&P Puts 'B+' Corp. Rating on CreditWatch Positive
AIRTRAN HOLDINGS: Expects to Raise $145MM in Securities Offerings

ALLIS-CHALMERS: Has Enough Liquidity, Conservative Debt Profile
AMC ENTERTAINMENT: Bank Debt Trades at 6% Off in Secondary Market
AMERICAN BUSINESS: Trustee Reaches $100-Mil. Settlement with Banks
AMERICAN NATURAL ENERGY: Completes Debenture Repurchase
AMERICAN REPROGRAPHICS: S&P Puts 'BB+' Rating on $36.1 Mil. Loan

AMERICANA FOODS: Capricorn's Appeal on Dismissed Claims Dumped
AMR CORP: To Announce Q3 Results on October 21
ANESIVA INC: Posts $3.27-Mil. Loss in Second Quarter
APPLETON PAPERS: Inks Second Amendment to BofA Credit Agreement
APPLETON PAPERS: Terms of Second Lien Notes Indenture

ARAMARK CORP: Bank Debt Trades at 8% Off in Secondary Market
ASARCO LLC: Agrees to Allow Strider Construction Claims
ASYST TECHNOLOGIES: Can Hire True Partners as Tax Consultant
AURORA OIL: Files Chapter 11 Plan; to Give Control to Lenders
AVAYA INC: Bank Debt Trades at 19% Off in Secondary Market

AVIS BUDGET: Bank Debt Trades at 6.25% Off in Secondary Market
BABCOCK & WILCOX: Sales Agreement Eliminated CERCLA Liability
BICENT POWER: Moody's Downgrades Ratings on First Lien to 'B1'
BIOMET INC: Bank Debt Trades at 4% Off in Secondary Market
BOWL & BOARD: Bankruptcy Case Converted to Ch 7 Liquidation

BT BUSINESS: Voluntary Chapter 11 Case Summary
BRUCE R SMITH: Files for Creditor Protection in Canada
CANWEST GLOBAL: Chapter 15 TRO Hearing on October 15
CANWEST GLOBAL: Discloses Cash Flows Projection During CCAA Case
CANWEST MEDIA: Moody's Cuts Probability of Default Rating to 'D'

CAPITAL GROWTH: July Debentures Convertible at $0.15 Per Share
CELANESE US: Bank Debt Trades at 6.41% Off in Secondary Market
CENTAUR LLC: Hoosier Park in No Imminent Danger of Bankruptcy
CENTRO NP: Extends Consent Solicitation to October 15
CHAMPION FORD: Bank of Choice Is Highest Bidder for Boulder Asset

CHRYSLER LLC: New Chrysler to Stick to Plan to Shut 8 Plants
CIRCUIT CITY: M. Mondragon Defends Adversary Proceeding
CIRCUIT CITY: Park National Bought Claims in September
CIRCUIT CITY: Sirius XM Says Debtor Breached Distribution Pact
CIT GROUP: Inks Supplemental Indentures with BoNY Mellon

CITIGROUP INC: Discloses Equity Stake in Various Companies
CITIGROUP INC: Files October Investments Offerings Brochure
CITIGROUP INC: To Issue Four Series of Notes; Files Docs with SEC
CITIGROUP INC: To Accept Finra Fine in Tax-Linked Stock Deals
CITY OF SAN DIEGO: Budget Deficit May Rise $22-Mil. Next Year

CLEM CARINALLI: Creditors Meeting Set for Nov. 6
CONTINENTAL ALLOYS: S&P Retains Developing Watch on 'CCC' Rating
COOPER-STANDARD: Court OKs FTI as Fin'l Advisor to Committee
COOPER-STANDARD: Files Bankruptcy Rule 2015.3 Reports
COOPER-STANDARD: Gets Nod to Employ Foley as Special Counsel

CUNNINGHAM BROADCASTING: MOU Allows Termination of Sinclair LMAs
DAZLBET PARTNERS LLC: Voluntary Chapter 11 Case Summary
DECODE GENETICS: Increases Secured Promissory Note to $2.8MM
DODART PROPERTIES LLC: Case Summary & 20 Largest Unsec. Creditors
E*TRADE FIN'L: Citadel Converts $60MM of Debentures to Equity

EASTMAN KODAK: Pays $12,000,000 Placement Fee to KKR
EDGE PETROLEUM: Needs More Time to File Schedules and Statements
EDGE PETROLEUM: Wants to Hire Akin Gump as Counsel
EDGE PETROLEUM: Gets Delisting Notice From Nasdaq Stock Market
ELECTRIC MACHINERY: Wins $6.3 Judgment Against Hunt Construction

ENERGY PARTNERS: Has New Hedging Program Following Emergence
ESTATE FINANCIAL: Former Executives Plead Guilty of Fraud
FAIRPOINT COMMUNICATIONS: Windstream Communications May Buy Debt
FLYING J: Court Extends Exclusive Plan Filing Period until Nov. 29
FLYING J: Gets Court's Final Approval to Obtain DIP Financing

FONTAINEBLEAU LV: To Have Examiner at Judge's Behest
FORD MOTOR: September Sales Off 6% as Cash For Clunkers Ended
FORD MOTOR: Surpasses September Market Surge in U.K.
FREDDIE MAC: CEO Gets Green Light to Name President or COO
GENERAL MOTORS: New GM Draws Progress in Business Plan

GENERAL MOTORS: Old GM Expects to Liquidate by Mid 2010
GENERAL MOTORS: Old GM Further Amends Wind-Down Loan Facility
GENERAL MOTORS: Old GM Proposes Claims Settlement Procedure
GENERAL MOTORS: Old GM Says 72 Reclamation Claims Have No Value
GEORGIA GULF: Capital World Investors Discloses 26.6% Stake

GEORGIA GULF: Registers 31.1MM Common Shares for Resale
GEORGIA GULF: UniCredit SpA Discloses 18.19% Equity Stake
GREATER ATLANTIC: Commences Consent Solicitation on TruPS Buyback
HAMILTON SPECTATOR: J. Kara Wins Old Printing Plant for $3MM
HARVEST OPERATIONS: Moody's Reviews 'B3' Corporate Family Rating

HINDU TEMPLE: Denies Ownership of Assets in Balance Sheet
ILLINOIS FINANCE: Fitch Cuts Ratings on $20 Mil. Bonds to 'BB+'
IRVINE SENSORS: Sells $2.44MM in Preferreds to 66 Investors
IRVINE SENSORS: To Issue Series B Convertible Preferreds
JAYHAWK ENERGY: Posts $596,000 Net Loss in Quarter Ended June 30

JOHN STOKES: Court Keeps Order Converting Case to Chapter 7
JOHNSONDIVERSEY INC: Clayton Investment Won't Alter Moody's Rating
JOHNSONDIVERSEY INC: Fitch Comments on Clayton's $477 Mil. Deal
JON HARDER: Can't Block Secured Creditors from Pursuing LLCs
KIWA BIO-TECH: CEO Wei Li Receives $75,000 Salary for 2008

KIWA BIO-TECH: No Schedule Yet for Annual Stockholders' Meeting
LE-NATURE'S INC: Trustee, BDO Spat Heads to Arbitration
LIFE SCIENCES: To Hold Stockholders' Meeting on Lion Merger
LITHIUM TECHNOLOGY: Inks Three Consulting Agreements
LIZ CLAIBORNE: Unveils New Distribution Strategy for Franchise

MAGUIRE PROPERTIES: Amends CEO's Restricted Stock Units Agreement
MAXXAM INC: Reviews Impact of 5th. Circuit Ruling in PALCO Case
MIRANT CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
MTI TECHNOLOGY: Taps Elmer Martin as Reorganization Tax Counsel
NCI BUILDING: Inks Lock-Up and Voting Agreement with Lenders

NEXCEN BRANDS: Appoints Lane as VP & Chief Accounting Officer
NEXCEN BRANDS: KPMG Raised Going Concern After 2008 Results
NEXCEN BRANDS: Had $865,000 Net Loss in First Quarter
NTK HOLDINGS: Secures Commitment for $250MM Financing for Prepack
NUVEEN INVESTMENTS: Says Progress Continues in ARPs Refinancing

OXIS INT'L: Has Standstill and Forbearance Deal with Bristol
OXIS INT'L: Raises $2MM by Selling Securities to Investors
PAETEC HOLDING: Registers 8-7/8% Notes for Exchange Offer
PALM INC: Capital World Investors Discloses 10.3% Equity Stake
PALM INC: Registers 15.7MM Common Shares Under 2009 Stock Plans

PANOLAM INDUSTRIES: Weil Gotshal, Perella Weinberg on Board
PARMALAT SPA: Creditors Convert Warrants for 37,195 Shares
PEANUT CORP: Hartford Must Set Up Fund to Compensate Victims
PHILADELPHIA NEWSPAPERS: Bankruptcy Judge Allows Credit Bid
PLIANT CORP: Apollo-Proposed Chapter 11 Plan Confirmed

POLAROID CORP: Gets Court Nod for Employment of Co-Counsel
PRIMARY ENERGY: Moody's Assigns 'Ba1' Rating on $105 Mil. Loan
PROBE MANUFACTURING: KB Development Discloses Equity Stake
RADIENT PHARMACEUTICALS: To Deconsolidate JPI Venture in China
REALOGY CORP: Closes $135MM Delayed Draw Portion of 2nd Lien Loan

REVLON INC: Closes Exchange Offer; MacAndrews Loan Maturity Moved
ROYAL HAWAIIAN: Files for Chapter 11 Bankruptcy Protection
SALLY BEAUTY: Acquires Schoeneman in $71 Million Merger Deal
SEMGROUP ENERGY: Vitol to Purchase SGLP General Partner
SEQUA CORPORATION: Moody's Confirms 'Caa1' Corporate Family Rating

SHAW GROUP: Moody's Assigns 'Ba1' Rating on Senior Bank Facility
SHINGLE SPRINGS: S&P Downgrades Issuer Credit Rating to 'B-'
SINCLAIR BROADCAST: MOU Allows Cunningham to Terminate LMAs
SIX FLAGS: Pens $3M Deal With New Orleans
SMURFIT-STONE: Gets Court Nod to Assume SAP America License Deal

SMURFIT-STONE: Sued by i2i to Bar Release of Trade Secret
SMURFIT-STONE: Wants to Abandon Capital Stock of i2i Europe
SOUTH BEACH RESTAURANT: Files for Chapter 11 Bankruptcy Protection
SPEEDWAY MOTORSPORTS: Moody's Retains 'Ba1' Corp. Family Rating
SUN-TIMES MEDIA: Court OKs Asset Sale to Investor Group

SYSIX TECHNOLOGIES: Sent to Chapter 11 by 3 Creditors
TELETOUCH COMMUNICATIONS: Unit Seeks Arbitration with AT&T
TELLIGENIX CORP: Files for Ch 11 Bankr. After State Lawsuit
TERRA-GEN FINANCE: Moody's Assigns 'Ba3' Rating on $225 Mil. Loan
THOMAS GENTRY: Kentucky Horse Racing License Revoked

TOYS R US: Terminates Ron Boire's Employment as EVP
TRINITAS GOLF: Files for Ch 11 Bankr. to Avert Foreclosure Sale
USA SPRINGS: NewCo to Buy Almost Two-Thirds of Assets
VELOCITY EXPRESS: Nasdaq Delists Common Stock Effective Oct. 16
VERASUN ENERGY: 4 Trade Creditors Sell $57,000 in Claims

VERASUN ENERGY: AP Services Awarded $1.75MM Success Fee
VERASUN ENERGY: North Dakota Gets Partial Stay Relief
VERASUN ENERGY: Schauers Wants Lift Stay to Continue Appeal
VERENIUM CORP: To Raise $12.3MM in Offering of Shares, Warrants
VISTEON CORP: Bid for $8.1MM Top Officer Bonuses Rejected

* Atty Calls E-Filing in Bankruptcy Court Anti-Competitive
* Bankruptcy Experts Expect More Business to Fail
* Depository Trust Renews Call for Supporting Trade Repositories

* Frank Pledges to Revise Derivatives Draft
* U.S. Consumer Credit Fell By $12 Billion in August
* Whalen Predicts Bank Losses to Be Twice 1990s' Rate

* Credit Solutions Reaffirms Commitment to Debt Settlement Group
* Greenhill Expands Financing Advisory & Restructuring Group
* Lawyers to Fight Bankruptcy Law that Bars "More Debt" Advice

* BOND PRICING -- For the Week From October 5 to 9, 2009

                            *********

3C RIVERSIDE: Wants Access to Cash Securing Loan with FABT
----------------------------------------------------------
3C Riverside, LLC, asks the U.S. Bankruptcy Court for the Western
District of Tennessee for permission to:

   -- use cash receipts secured under certain prepetition loan
      documents; and

   -- grant adequate protection to its prepetition lender.

The Debtor has three notes payable to its principal lender, First
American Bank and Trust Company of Vacherie, LA: (i) a note
secured by land; (ii) a note secured by additional land; and (iii)
a third note in the amount of $1,000,000.  To secure the Notes,
Debtor and Bank are party to two mortgages and a certain
Commercial Security Agreement dated Feb. 20, 2009.  Under the
Security Agreement, Debtor granted Bank a security interest in
inventory, proceeds, accounts, and general intangibles, rents and
income.

The Debtor relates that it explored various options for financing
its Chapter 11 case and can identify no other sources to finance
operations and preserve its business other than the Bank's
asserted cash collateral.

The Debtor submits that the Bank will be adequately protected, the
real estate allegedly securing Bank's $4,500,000 claim values at
more than $20,000,000.  Additionally, Debtor has potential
postpetition bids, which could yield much as $1,000,000 by year
end.

                           FABT Objects

FABT, a secured creditor of the Debtor, objects to the Debtor's
cash collateral motion relating that:

   a. the Debtor's motion is not properly a motion for use of cash
      collateral, but instead seeks to force post-petition
      financing through FABT; and

   b. the Debtor failed to offer adequate protection for use of
      the Bank's collateral or for additional financing.

                   About 3 C Riverside Properties

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


400 CENTENNIAL: Building Foreclosed by Lenders
----------------------------------------------
Boulder County Business Report says that in September 2009,
lenders filed for foreclosure on 400 Centennial Parkway in
Louisville owned by a fund of Crestone Capital Advisors LLC.
Public records say that Crestone Capital borrowed $5.37 million on
the building from lender Nomura Credit & Capital Inc. in February
2007.  According to BCBR, the 10-year loan due in 2017 had a fixed
rate of 5.85%.  Nomura Credit filed for foreclosure, claiming a
failure by Crestone Capital to make timely monthly payments, says
the report.

Crestone Capital Advisors LLC -- http://www.crestonecap.com/-- is
based in Boulder, Colorado, and provides fully integrated
investment management and wealth advisory services to a select
group of entrepreneurial families nationwide.


ACCURIDE CORP: Bank Debt Trades at 3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Accuride
Corporation is a borrower traded in the secondary market at 97.20
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The loan
matures on Jan. 6, 2012.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ca rating and Standard & Poor's C rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

                        About Accuride Corp.

Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components.  Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.

Accuride said it has agreed to a balance sheet restructuring with
the ad hoc committee of holders of its 8-1/2 percent senior
subordinated notes and the steering committee of senior lenders
under its credit agreement.  To complete the proposed
restructuring, Accuride's U.S. entities on October 8 filed a
voluntary petition for protection under Chapter 11 of the U.S.
Bankruptcy Code to seek approval of the prepackaged plan of
reorganization (Bankr. D. Del. Case No. 09-13449).

Accuride's petition listed assets of $682 million against debt
totaling $847 million. Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.


ACCURIDE CORP: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Accuride Corporation
        7140 Office Circle
        Evansville, IN 47715

Bankruptcy Case No.: 09-13449

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Accuride Cuyahoga Falls, Inc.                      09-13450
Accuride Distributing, LLC                         09-13451
Accuride EMI, LLC                                  09-13452
Accuride Erie L.P.                                 09-13453
Accuride Henderson Limited Liability Company       09-13454
AKW General Partner L.L.C.                         09-13455
AOT Inc.                                           09-13456
Bostrom Holdings, Inc.                             09-13457
Bostrom Seating, Inc.                              09-13458
Bostrom Specialty Seating, Inc.                    09-13459
Brillion Iron Works, Inc.                          09-13460
Erie Land Holding, Inc.                            09-13461
Fabco Automotive Corporation                       09-13462
Gunite Corporation                                 09-13463
Imperial Group Holding Corporation - 1             09-13464
Imperial Group Holding Corporation - 2             09-13465
Imperial Group, L.P.                               09-13466
JAII Management Company                            09-13467
Transportation Technologies Industries, Inc.       09-13468
Truck Components Inc.                              09-13469

Type of Business: The Debtors make and supply commercial vehicle
                  components in North America.  The Debtors'
                  products include commercial vehicle wheels,
                  wheel-end components and assemblies, truck body
                  and chassis parts, seating assemblies and other
                  commercial vehicle components.

                  See http://www.accuridecorp.com/

Chapter 11 Petition Date: October 8, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: David S. Heller, Esq.
                  Caroline A. Reckler, Esq.
                  Latham & Watkins LLP
                  233 South Wacker Drive, Suite 5800
                  Chicago, IL 60606
                  Tel: (312) 876-7700
                  Fax: (312) 993-9767

Debtors'
Local Counsel:    Michael R. Nestor, Esq.
                  Kara Hammond Coyle, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Debtors'
Financial
Advisor:          Howard Korenthal
                  MorrisAnderson
                  55 W. Monroe Street Suite 2500
                  Chicago, IL 60603
                  Tel: (312) 254-0880
                  Fax: (312) 727-0180

Debtors'
Claims Agent:     The Garden City Group Inc.
                  105 Maxess Road
                  Melville, NY 11747
                  Tel: (800) 327-3664

The Debtors' financial condition as of Aug. 31, 2009:

Total Assets: $682,263,000

Total Debts: $847,020,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
BNY Midwest Trust Company      senior sub. notes $291,037,847
Robert Cafarelli
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602
Tel: (312) 827-8688
Fax: (312) 827-8527

Matalco Inc.                   trade payable     $1,113,730
Brian Muirhead
850 Intermodal Drive
Brampton, Ontario L6T0B5
Canada
Tel: (905) 790-2511
Fax: (905) 790-2057

Joseph Tryerson & Son Inc.     trade payable     $804,609
Nicholas Harris
2015 Polymer Drive
Chattanooga, TN37401
Tel: (615) 248 2327
Fax: (615) 248-2336

Ryerson                        trade payable     $791,756
Dora Foster
1502 Champion Drive
Carrolton, TX 75006
Tel: (214) 707-7484
Fax: (927) 484-1932

Gallatin Steel Company         trade payable     $557,663
Marty Ashcraft
4831 US Highway 42 West
Ghent, KY 41045-9704
Tel: (859) 567-3113
Fax: (800) 504-4307

American Colloid Co.           trade payable     $323,409

Prime Trade Inc.               trade payable     $321,506

Anixter Fasteners              trade payable     $248,044

Foseco Metallurgical Inc.      trade payable     $236,594

Hydro Aluminum North America   trade payable     $230,801

B&B Metal Processing Co. Inc.  trade payable     $228,683

Dawlen Corporation             trade payable     $220,379

Sisu Axle Inc.                 trade payable     $217,475

B&D Thread Rolling             trade payable     $215,247

General Bearing Corporation    trade payable     $204,880

Motion Industries              trade payable     $195,460

Automotive & Reservoir Ind.    trade payable     $189,987

Church Electric Inc.           trade payable     $185,412

Royster Machine Shop LLC       trade payable     $180,775

Nu Way                         trade payable     $177,355

CC Metal & Alloys              trade payable     $163,509

Integrys                       trade payable     $152,380

Seimetal Forms                 trade payable     $143,816

Dauber Company Inc.            trade payable     $138,446

Bailey Tool Manufacturing Co.  trade payable     $137,424

Larpen Metallurgical Service   trade payable     $119,250

Mercury Precision Products     trade payable     $119,082

HFI LLC                        trade payable     $119,038

Suburban Electrical Engineers  trade payable     $118,601

Cartus Corporation             trade payable     $115,832

The petition was signed by James H. Woodward, Jr., senior vice
president and chief financial officer.


ACCURIDE CORP: S&P Sr. Secured Debt Rating Cut to 'D' on Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its issue
ratings on Accuride Corp.'s senior secured debt to 'D' following
the company's announcement that it has filed for Chapter 11
bankruptcy protection.  The corporate credit rating and the issue
rating on the company's subordinated notes were lowered to 'D' on
Aug. 6, 2009.

Accuride said its lenders have agreed to a prearranged debt
restructuring plan that, if approved by the bankruptcy court,
would extend the maturity of the company's secured revolving
credit facility and "first-out" term loan through June 30, 2013.
Accuride's "last-out" term loan could be repaid with proceeds from
a rights offering of new convertible notes, which the company
plans to conduct following emergence from bankruptcy.  Accuride
said the rights offering would be backstopped by certain holders
of the existing subordinated notes.  S&P could revise its recovery
rating on the "last-out" term loan.

Accuride said its Canadian and Mexican subsidiaries would not be
included in the bankruptcy filing.

                           Ratings List

                          Accuride Corp.

         Corporate credit rating                D/--/--

                            Downgraded

                          Accuride Corp.

                                         To                 From
                                         --                 ----
  Senior Secured (1 issue)               D                  C
    Recovery Rating                      6                  6
  Senior Secured (2 issues)              D                  CC
    Recovery Rating                      1                  1


ADVANCED MICRO: Appoints Thomas Seifert as Chief Financial Officer
------------------------------------------------------------------
Advanced Micro Devices said Thomas Seifert has been apponted as
senior vice president and chief financial officer.  Mr. Seifert,
46, will report to Dirk Meyer, AMD president and chief executive
officer, and will have responsibility for leading the company's
global financial organization.  Mr. Seifert succeeds Robert Rivet,
who was previously promoted to chief operations and administrative
officer.

"Thomas is a talented industry veteran with a wealth of knowledge
and experience managing the operations and finances of companies
in the most difficult and competitive sectors of the semiconductor
industry," said Mr. Meyer.  "This knowledge and experience will
enable him to further strengthen AMD's financial foundation and
help accelerate our transformation into a product design and
marketing leader."

In a regulatory filing, AMD said Mr. Seifert was appointed Senior
Vice President and CFO on September 17, 2009.  The appointment
becomes effective October 12.

Pursuant to the terms of the offer letter dated as of September 1,
2009, between Mr. Seifert and the Company, Mr. Seifert's annual
base salary will be $525,000.  Mr. Seifert is also eligible for an
annual performance bonus under the Company's Executive Incentive
Plan in a target amount of 150% of his base salary, to be payable
upon his achievement of certain performance goals and objectives
to be determined by the Company's Board of Directors.  Mr. Seifert
will also receive an option to purchase 250,000 shares of the
Company's common stock at an exercise price equal to the closing
price of the Company's common stock on the date of the grant.  The
Shares will vest over a 36-month period from date of grant: 33.3%
on November 15, 2010 and then 8.3% every three months over the
next 24 months, assuming Mr. Seifert's continuous active service
with the Company.  In addition, Mr. Seifert will be granted
125,000 restricted stock units.  Notwithstanding the vesting
information contained in the Offer Letter, the RSUs will vest
33.3% on each of November 9, 2010, November 9, 2011, and
November 9, 2012, assuming Mr. Seifert's continuous active service
with the Company.

Pursuant to a relocation expenses agreement dated September 3,
2009, between Mr. Seifert and the Company and a sign-on bonus
agreement dated as of September 1, 2009, between Mr. Seifert and
the Company, the Company will reimburse Mr. Seifert for certain
relocation expenses incurred by Mr. Seifert and pay Mr. Seifert a
one-time sign-on bonus of $150,000 in connection with his
employment with the Company.  In the event Mr. Seifert's
employment with the Company is terminated within 13 months of the
Effective Date, Mr. Seifert will repay all such relocation
expenses and the sign-on bonus to the Company.  In the event Mr.
Seifert's employment with the Company is terminated after 13
months of the Effective Date but less than 24 months after the
Effective Date, Mr. Seifert will repay all such relocation
expenses to the Company and the sign-on bonus, less 8.33% of such
relocation expenses and sign-on bonus for each full month of
employment completed after the 12th month of employment.

Prior to joining the Company and from October 2008, Mr. Seifert
served as Chief Operating Officer and Chief Financial Officer of
Qimonda AG.  From April 2006 to October 2008, Mr. Seifert served
as Chief Operating Officer of Qimonda AG, and from 2001 to April
2006, Mr. Seifert served as Senior Vice President and General
Manager of Infineon AG.

Mr. Seifert received a bachelor's degree from Friedrich Alexander
University, a master's degree in economics from Wayne State
University, and a master's degree in business administration from
Friedrich Alexander University.

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services revised its outlook on Advanced
Micro Devices to positive from negative.  S&P also affirmed the
company's 'CCC+' corporate credit rating and all issue-level
ratings.  The rating reflects AMD's inconsistent and weak
operating profitability, its challenged market position in
microprocessers and uncertainties with respect to ongoing disputes
with Intel Corp. (A+/Stable/A-1+).  Sufficient liquidity and its
recent joint venture with Advanced Technology Investment Corp.-
that alleviates heavy capital spending requirements-partly offset
those concerns.

The TCR said May 26, 2009, Fitch revised the senior unsecured debt
rating on Advanced Micro Devices to 'CC/RR6' from 'CCC/RR6'.
Fitch affirmed AMD's Issuer Default Rating at 'B-'.  The Rating
Outlook is Negative.


AFFILIATED COMPUTER: Bank Debt Trades at 1.17% Off
--------------------------------------------------
Participations in a syndicated loan under which Affiliated
Computer Services, Inc., is a borrower traded in the secondary
market at 98.83 cents-on-the-dollar during the week ended Friday,
Oct. 9, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.45 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 13, 2013.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba2 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 9, among the 155 loans with five or more bids.

Affiliated Computer Services, Inc. (NYSE:ACS) -- http://www.acs-
inc.com/ -- is a provider of business process outsourcing and
information technology services to commercial and government
clients.  The Company has two segments based on the clients it
serves: commercial and government.  The commercial segment
accounted for approximately 60% of its revenues during the fiscal
year ended June 30, 2008 (fiscal 2008).  The Company provides
services to a variety of clients worldwide, including information
technology, human capital management, finance and accounting,
customer care, transaction processing, payment services and
commercial education.  During fiscal 2008, revenues from the
government segment accounted for approximately 40% of the
Company's revenues.  The Company services its clients through
long-term contracts.  It supports client operations in more than
100 countries.  In March 2009, it acquired e-Services Group
International.  In June 2009, it completed the acquisition of
United Kingdom-based Anix.


ACCURIDE CORP: Wins Nod on First-Day Motions, Interim DIP Loan
--------------------------------------------------------------
Accuride Corporation has received approval from the U.S.
Bankruptcy Court of key "first day" motions which will give the
company the resources and flexibility to fund on-going
uninterrupted operations.

The Court-approved motions include:

    * Permitting Accuride to pay employee wages, employee
      benefits, and reimbursable expenses;

    * Granting immediate access, to $25 million of the Company`s
      $50 million Debtor-in-Possession (DIP) loan;

    * Allowing Accuride to honor the terms of key customer
      programs; and

    * Authorizing Accuride to use its existing cash management
      systems and bank accounts to cover future expenses including
      supplier payments.

"The prompt approval of our first-day motions solidifies our
ability to ensure normal operations at all of our facilities,
providing for uninterrupted supply and on-time delivery to our
customers," said Bill Lasky, Accuride's President, CEO, and
Chairman of the Board. "[The] Court action, establishes a strong
basis for us as we move through this process and should provide
our employees, customers, and suppliers with reassurance that we
have the necessary liquidity as we put into place the capital
structure for the pursuit and implementation of our strategic
initiatives."

On October 8, 2009, Accuride Corporation filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
in the District of Delaware. As a result of the restructuring, the
Company expects to eliminate a significant portion of its existing
debt and emerge as a financially stronger company with a
sustainable capital structure.

                        About Accuride Corp.

Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components.  Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.

Accuride agreed to a balance sheet restructuring with the ad hoc
committee of holders of its 8-1/2% senior subordinated notes and
the steering committee of senior lenders under its credit
agreement.  To complete the proposed restructuring, Accuride's
U.S. entities on October 8 filed a voluntary petition for
protection under Chapter 11 of the U.S. Bankruptcy Code to seek
approval of the prepackaged plan of reorganization (Bankr. D. Del.
Case No. 09-13449).

Accuride's petition listed assets of $682 million against debt
totaling $847 million. Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.


AGA MEDICAL: S&P Puts 'B+' Corp. Rating on CreditWatch Positive
---------------------------------------------------------------
On Oct. 8, 2009, Standard & Poor's Ratings Services placed its B+'
corporate credit and other ratings on Plymouth, Minnesota-based
AGA Medical on CreditWatch with positive implications.

"The CreditWatch listing is prompted by AGA Medical Holdings'
planned IPO," said Standard & Poor's credit analyst Cheryl
Richer.  The company's common stock is being offered at a selling
price of between $19 and $21 per share.  Estimated proceeds of
$152 million, net of underwriting discounts and offering expenses,
are based on an average share price of $20.  The proceeds will be
used primarily to pay down the $65 million principal amount of 10%
senior subordinated payment-in-kind notes due 2012, $48 million of
accrued and unpaid dividends on Class A common stock and Series A
and Series B preferred stock, and $25 million on the revolving
credit facility.  In addition, the Series A and Series B preferred
stock (which S&P view as a quasi debt security) will be converted
into common stock immediately prior to the completion of the
offering.

If the proposed IPO is successful, S&P believes AGA Medical's
financial risk profile will materially improve, given debt paydown
and the elimination of preferred stock in the capital structure.
In addition, liquidity will improve as the company regains access
to its $25 million revolving credit facility.   Adjusted debt to
EBITDA could fall to less than 4x from 8.6x for the 12 months
ended June 30, 2009.


AIRTRAN HOLDINGS: Expects to Raise $145MM in Securities Offerings
-----------------------------------------------------------------
AirTran Holdings, Inc., intends to offer $100,000,000 aggregate
principal amount of 5.25% Convertible Senior Notes due 2016.
AirTran has granted the underwriters of the notes offering a
30-day option to purchase up to an additional $15,000,000
aggregate principal amount of the notes, solely to cover over-
allotments.

The Company expects proceeds of $97,250,000 after underwriting
discounts and commissions.

Morgan Stanley & Co. Incorporated is acting as sole bookrunner and
Raymond James & Associates, Inc., is acting as co-manager for the
notes offering.  SkyWorks Securities, LLC, will act as financial
advisor to AirTran.

AirTran also intends to offer common stock pursuant to an
underwriting agreement with Morgan Stanley Co. Incorporated,
acting as sole bookrunner and Raymond James & Associates, Inc., as
co-manager.  Specifically AirTran intends to offer 9,842,520
shares of its common stock to the public at a price of $5.08 per
share.  AirTran has granted the underwriters the option to
purchase up to 1,476,378 shares of AirTran's common stock solely
to cover over-allotments, if any.

The Company expects proceeds of $47,812,502 after underwriting
discounts and commissions.

The notes will be convertible into AirTran common stock at an
initial conversion rate of 164.0420 shares of AirTran common stock
per $1,000 principal amount of notes, which is equivalent to an
initial conversion price of approximately $6.10 per share of
AirTran common stock and represents an approximately 20% premium
to the price at which AirTran's common stock was offered in the
concurrent common stock offering.  The conversion rate and the
conversion price will be subject to adjustment in certain
circumstances.  The notes will bear interest at a rate of 5.25%
per annum, payable on May 1 and November 1 of each year, beginning
May 1, 2010.  The notes will mature on November 1, 2016, and may
not be redeemed by AirTran prior to maturity.  Holders of the
notes may require AirTran to repurchase all or any portion of the
notes if AirTran is involved in certain types of corporate
transactions or other events constituting a fundamental change.
The notes are senior unsecured debt obligations of AirTran.  There
is no sinking fund for the notes.

The closing of the notes offering and the common stock offering
are expected to occur on October 14, 2009, subject to satisfaction
of various customary closing conditions.

Neither the closing of the notes offering nor the closing of the
common stock offering will be contingent on the closing of the
other.

AirTran intends to use the net proceeds from the offerings for
general corporate purposes.

AirTran has filed a registration statement with the Securities and
Exchange for the offering of the notes and the offering of the
common stock.

AirTran initially planned to offer $75,000,000 aggregate principal
amount of Convertible Senior Notes due 2016 and grant the
underwriters a 30-day option to purchase an additional $11,250,000
aggregate principal amount of the notes, solely to cover over-
allotments, if any.

AirTran also initially planned to offer 9,000,000 shares of its
common stock and grant the underwriters a 30-day option to
purchase up to an additional 1,350,000 shares of common stock from
AirTran solely to cover over-allotments, if any.

A full-text copy of the final prospectus supplement related to the
convertible notes offering is available at no charge at:

               http://ResearchArchives.com/t/s?46b7

A full-text copy of the final prospectus supplement related to the
common stock offering is available at no charge at:

               http://ResearchArchives.com/t/s?46b8

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?46b9

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of AirTran Holdings Corp., Inc.,
the Ca rating on AirTran's $96 million senior unsecured
convertible notes due in 2023 and also the SGL-4 Speculative Grade
Liquidity Rating.  Moody's also changed the ratings outlook to
stable from negative.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


ALLIS-CHALMERS: Has Enough Liquidity, Conservative Debt Profile
---------------------------------------------------------------
Allis-Chalmers Energy Inc. said Munawar H. Hidayatallah, its Chief
Executive Officer, and Victor M. Perez, its Chief Financial
Officer, were slated to make a presentation at the 2009 Johnson
Rice Energy Conference on October 7, 2009.  The conference was
held October 6 to 8, 2009, in New Orleans, Louisiana.

Messrs. Hidayatallah and Perez said the Company has satisfactory
liquidity and conservative debt profile.  The Company, they said,
has low current debt maturities and low reliance on bank debt.

Messrs. Hidayatallah and Perez estimate 50% to 60% of the
Company's 2009 EBITDA is attributable to its international
markets.

In response to economic and industry conditions, the Company has,
among other things:

   -- reduced its workforce and benefits and reduced fixed costs
     -- eliminated or downsized certain operations locations;
     -- enhanced revenues, focusing on growth markets and
        restructuring sales force;
     -- reduced capital expenditures;
     -- reduced revolver borrowings; and
     -- managed working capital -- credit and collections;
        inventory

A full-text copy of the Company's presentation materials is
available at no charge at http://ResearchArchives.com/t/s?46b6

Houston, Texas-based Allis-Chalmers Energy Inc. (NYSE: ALY) --
http://www.alchenergy.com/-- is a multi-faceted oilfield services
company.  Allis-Chalmers provides services and equipment to oil
and natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Oklahoma, Arkansas,
offshore in the Gulf of Mexico, and internationally, primarily in
Argentina, Brazil and Mexico.  Allis-Chalmers provides directional
drilling services, casing and tubing services, underbalanced
drilling, production and workover services with coiled tubing
units, rental of drill pipe and blow-out prevention equipment, and
international drilling and workover services.

                           *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Allis-Chalmers Energy to 'B-' from 'SD' (selective
default).  The outlook is negative.  At the same time, S&P raised
the issue-level rating on Allis-Chalmers' unsecured notes to 'B-'
(the same as the corporate credit rating) from 'D'.  S&P revised
the recovery rating on this debt to '4' from '3' indicating
expectations of average (30%-50%) recovery of principal in the
event of a payment default.

The TCR said July 9, 2009, Moody's Investors Service affirmed
Allis-Chalmers' B3 Corporate Family Rating, changed its
Probability of Default Rating to B3 from B3/LD, and upgraded its
$225 million 9% senior notes due 2014 to Caa1 (LGD 4, 62%) from
Caa3 (LGD 3, 35%) and its $205 million 8.5% senior notes due 2017
to Caa1 (LGD 4, 62%) from Ca (LGD 4, 40%).  The rating outlook is
stable.


AMC ENTERTAINMENT: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment,
Inc., is a borrower traded in the secondary market at 94.27 cents-
on-the-dollar during the week ended Oct. 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.55 percentage points
from the previous week, The Journal relates.  The loan matures on
Jan. 23, 2013.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Headquartered in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is organized as an intermediate
holding company.  Its principal directly owned subsidiaries are
American Multi-Cinema, Inc., and AMC Entertainment International,
Inc.  The Company conducts its theatrical exhibition business
through AMC and its subsidiaries and AMCEI.

As reported in the Troubled Company Reporter June 1, 2009,
Standard & Poor's Ratings Services affirmed its ratings on AMC's
proposed senior unsecured notes due 2019, following the company's
announcement that it intends to issue $600 million of notes
(upsized from $300 million).  The issue-level rating remains at
'B-' (one notch lower than the 'B' corporate credit rating on AMC)
and the recovery rating remains at '5', indicating S&P's
expectation of modest (10% to 30%) recovery for noteholders in the
event of a payment default.

According to the Troubled Company Reporter on May 29, 2009,
Moody's Investors Service rated AMC's new $600 million senior
unsecured notes B1.  Proceeds will be used to retire AMC's $250
million 8.625% notes due August 2012 and to bolster liquidity by
reducing outstanding amounts under its $200 million senior secured
revolving term loan due January 2012 and adding to the company's
cash balance.

The TCR also said June 1, 2009, Fitch Ratings assigned a 'B/RR4'
rating to AMC's senior unsecured note offering due 2019.


AMERICAN BUSINESS: Trustee Reaches $100-Mil. Settlement with Banks
------------------------------------------------------------------
Harold Brubaker at The Philadelphia Inquirer reports that George
L. Miller at the Philadelphia accounting firm Miller, Coffey, Tate
L.L.P., the bankruptcy trustee for American Business Financial
Services Inc. has reached a $100 million settlement with
investment banks that helped the Company package loans into
securities.

Citing Mr. Miller, The Philadelphia Inquirer relates that the
settlement would provide no immediate relief for investors due to
additional litigation.

The Philadelphia Inquirer relates that Steven M. Coren,
Mr. Miller's lawyer, said that the settlement is for a lawsuit
that the trustee filed three years ago in Philadelphia's Court of
Common Pleas calls for:

     -- $55 million from JPMorgan Chase & Co., including Bear
        Stearns Cos. Inc.;

     -- $37.5 million from Credit Suisse; and

     -- $7.5 million from Morgan Stanley.

The Philadelphia Inquirer, citing Mr. Miller, says that two legal
battles remain before investors receive any money from American
Business' estate.  One involves Greenwich Capital Financial
Products Inc., which provided $500 million of debtor-in-possession
financing to American Business Financial after the bankruptcy
filing, a lawsuit that froze payments to investors.  The second is
an arbitration case against the lender's accounting firm, BDO
Seidman L.L.P. Miller, which is seeking $962 million from that
firm.

                 About American Business Financial

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., -- http://www.abfsonline.com/--
together with its subsidiaries, is a financial services
organization operating mainly in the eastern and central portions
of the United States and California.  The company originates,
sells and services home mortgage loans through its principal
direct and indirect subsidiaries.  The company, along with four of
its subsidiaries, filed for chapter 11 protection on Jan. 21, 2005
(Bankr. D. Del. Case No. 05-10203).  The Bankruptcy Court
converted the cases to a chapter 7 liquidation on May 17, 2005.
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors.  George L. Miller was appointed chapter 7 trustee in the
case.  John T. Carroll, III, Esq., at Cozen O'Connor, represents
the Case Trustee.  When the Debtors filed for protection from
their creditors, they listed $1,083,396,000 in total assets and
$1,071,537,000 in total debts.


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 REPROGRAPHICS: S&P Puts 'BB+' Rating on $36.1 Mil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to American Reprographics Co. LLC's new
$36.1 million class B term loan due 2012, which was issued under
the accordion feature of the company's credit agreement.  S&P
rated the loan 'BB+' (two notches higher than the 'BB-' corporate
credit rating on the company) with a recovery rating '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for lenders in the event of a payment default.

On Oct. 5, 2009, the Company amended its credit agreement to
include a $35 million term loan pre-payment (applied pro rata to
the amortization in the first three quarters of 2010) and less
stringent leverage, senior leverage, interest coverage, and fixed-
charge coverage ratio financial covenants.  In addition, the
amendment reduced the revolving credit commitment by $25 million
to $49.5 million, and consenting lenders deferred a total of
$36.1 million of 2011 amortization payments until December 2012,
the maturity date of the credit facilities, by converting these
obligations into the class B term loan.  The agreement also
increased maximum pricing on the initial revolving credit and term
loan facilities to LIBOR plus 3.75% from LIBOR plus 1.75%.The
interest rate for the class B term loan is LIBOR plus 4.75%.

The corporate credit rating on American Reprographics is 'BB-' and
the rating outlook is negative.

                           Ratings List

                  American Reprographics Co.  LLC

      Corporate Credit Rating               BB-/Negative/--

                           New Ratings

            $36.1M class B term loan due 2012      BB+
               Recovery Rating                     1


AMERICANA FOODS: Capricorn's Appeal on Dismissed Claims Dumped
--------------------------------------------------------------
CoolBrands International Inc. said that the New York state
appellate court has dismissed an appeal by Capricorn Investors III
of an earlier decision that threw out most of its claims against
the Company in the Chapter 7 bankruptcy of Americana Foods, The
Canadian Press reports.

According to The Canadian Press, CoolBrands said that the
appellate court found no merit in Capricorn's claims of fraudulent
inducement, negligent misrepresentation, and other arguments.  The
Canadian Press says that the appeal was against a June 13, 2008
decision by Judge Bernard J. Fried of the New York State Supreme
Court in which seven of 10 claims made by Capricorn in its
complaint against CoolBrands and its affiliates and officers were
dismissed.

Capricorn, The Canadian Press relates, has also commenced an
appeal of Judge Fried's July 16, 2009 dismissal of its revised
complaint in its entirety.  The appeal is yet to be heard, says
the report.

                 About Coolbrands International

Headquartered in Ontario, Canada, CoolBrands International Inc.
(Toronto: COB.A.TO) -- http://www.coolbrandsinc.com/-- operated
in the frozen dessert segment (until it was sold on April 1, 2007)
and managed the operations of its former foodservice segment under
contract with the purchaser of the foodservice business.

Beginning in the latter part of fiscal 2006 and carrying on into
fiscal 2007, CoolBrands has been in the process of selling its
operating business units in an effort to eliminate operating
losses and to raise cash to repay its debt obligations.

                      Going Concern Doubt

BDO Seidman LLP, in Melville, New York, expressed substantial
doubt about Coolbrands International's ability to continue as a
going concern after auditing the Company's financial statements as
of the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations and subsequent
discontinuation of many of it key operations.

                    About Americana Foods

Based in Dallas, Texas, Americana Foods Limited Partnership aka
Americana Foods I Limited Partnership, a subsidiary of CoolBrands
International Inc. (TSX: COB.A), manufactures soft serve mixes,
packaged ice cream, frozen snacks and other food products for
CoolBrands and for well known national retailers, food companies
and restaurant chains.  CB Americana LLC filed an involuntary
chapter 7 Case against the Company on Oct. 11, 2006 (Bankr. N.D.
Tex. Case No. 06-34387).  CB Americana is represented in the case
by Jason S. Brookner, Esq., at Andrews Kurth LLP.


AMR CORP: To Announce Q3 Results on October 21
----------------------------------------------
AMR Corporation, parent company of American Airlines, Inc.,
anticipates announcing third quarter 2009 earnings on Wednesday,
October 21, 2009.

In conjunction with the announcement, on that date AMR will host a
conference call with the financial community at 2 p.m. Eastern
Time. During this conference call, senior management of AMR will
review, among other things, details of AMR's third quarter
financial results, the industry environment, recent strategic and
cost reduction initiatives, the revenue environment, cash flow
results, liquidity measures, capital requirements and will provide
an outlook for the future.

A live webcast of this call will be available on the Investor
Relations page of the American Airlines Website http://www.aa.com/
A replay of the webcast will also be available for several days
following the call.


Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

AMR Corp. reported a net loss of $390 million for the second
quarter of 2009, or $1.39 per share.  At June 30, 2009, the
Company had $24.1 billion in total assets; $8.2 billion in total
current liabilities, $8.3 billion in long- term debt, less current
maturities, $572 million in obligations under capital leases, less
current obligations, $6.8 billion in pension and postretirement
benefits, and $3.1 billion in other liabilities, deferred gains
and deferred credits; resulting in a $3.0 billion stockholders'
deficit.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


ANESIVA INC: Posts $3.27-Mil. Loss in Second Quarter
----------------------------------------------------
Anesiva, Inc., reported a net loss of $3,266,000 on zero revenue
for the second quarter ended June 30, 2009, compared with a net
loss of $21,859,000 on contract revenues of $302,000 for the same
period in 2008.

Research and development expenses decreased 84% to $1,726,000 in
the three months ended June 30, 2009, compared to $10,598,000 in
the corresponding period last year.

The decrease in research and development expenses was primarily
due to:

  -- decrease in clinical trial costs of $5.1 million primarily
     due to the completion of Phase 2 and Phase 3 Adlea trials for
     post surgical pain and osteoarthritis pain during fiscal
     2008;

  -- decrease in compensation and employee related expense of
     $2.3 million due to lower headcount as a result of the
     restructuring events in fiscal 2008;

  -- decrease in facilities and related expenses of $847,000 due
     to lower headcount and overhead allocation;

  -- decrease in professional services of $223,000 primarily due
     to lower clinical related expenses; and

  -- decrease in other research and development expenses of
     $211,000.

General and administrative expenses decreased 65% to 1,505,000 in
the three months ended June 30, 2009, from $4,278,000 in the same
period of 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
$1,950,000 in total assets, and $20,371,000 in total liabilities,
resulting in a $18,421,000 stockholders' deficit.

The Company's consolidated balance sheet also showed strained
liquidity with $1,502,000 in total current assets available to pay
$19,621,000 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the quarter ended June 30, 2009, are available for
free at http://researcharchives.com/t/s?46a5

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 7, 2009,
Ernst & Young LLP, in Palo Alto, California, expressed substantial
doubt about Anesiva, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended December 31, 2008.  The auditing firm said that the
Company has incurred recurring operating losses and negative cash
flows from operations and has a working capital deficiency.

The Company has an accumulated deficit of $322.8 million as of
June 30, 2009.  Additionally, the company has used net cash of
$9.4 million and $39.9 million to fund its operating activities
for the six months ended June 30, 2009, and 2008, respectively.
To date the Company's operating losses have been funded primarily
from outside sources of capital.

                           About Anesiva

Based in South San Francisco, California, Anesiva, Inc. (Nasdaq:
ANSV) -- http://www.anesiva.com/-- was incorporated on
January 19, 1999, in Delaware.  The Company is a biopharmaceutical
company focused on the development and commercialization of novel
therapeutic treatments for pain management.  Anesiva's lead
product candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.


APPLETON PAPERS: Inks Second Amendment to BofA Credit Agreement
---------------------------------------------------------------
Appleton Papers Inc., as borrower, Paperweight Development Corp.,
certain subsidiaries of PDC or the Company as guarantors, the
lenders, and Bank of America, N.A., as administrative agent, swing
line lender and L/C issuer, on September 30, 2009, entered into a
second amendment to the Company's Credit Facility.

The Second Amendment amends the terms of the Credit Facility to,
among other things:

     -- permit the additional secured indebtedness evidenced by
        the Second Lien Notes;

     -- provide for a permanent reduction of revolving commitments
        by $30 million according to this schedule:

           (i) $5 million at December 31, 2009;
          (ii) $10 million at March 31, 2010; and
         (iii) $15 million at June 30, 2010;

     -- revise certain definitions, ratios and covenants contained
        in the Credit Facility (including the revision of
        provisions regarding asset dispositions and extraordinary
        receipts in a manner that would expand the circumstances
        under which prepayment of amounts under the Credit
        Facility would be required);

     -- permit less than 100%, but greater than 50%, ownership of
        PDC by the employee stock ownership plan;

     -- increase the interest rate margin applicable to the term
        loans; and

     -- provide payment to the lenders consenting to the amendment
        of a fee based on their commitments at the time of
        effectiveness of the amendment.

The Appleton Papers Retirement Savings and Employee Stock
Ownership Plan, through its employee stock ownership plan, owns
100% of the common stock of PDC, which, in turn, owns 100% of the
Company.

A full-text copy of the Second Amendment to Credit Agreement,
dated as of September 30, 2009, among Appleton Papers Inc., as the
U.S. Borrower, Paperweight Development Corp., certain guarantors,
Bank of America, N.A. as administrative agent, swing line lender
and L/C issuer, and the lenders, is available at no charge at:

               http://ResearchArchives.com/t/s?46a0

                       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: Terms of Second Lien Notes Indenture
-----------------------------------------------------
Appleton Papers Inc. on September 30, 2009, issued $161,766,000
aggregate principal amount of new 11.25% Second Lien Notes due
2015 in connection with its previously announced private offers to
exchange its outstanding 8.125% Senior Notes due 2011 and 9.75%
Senior Subordinated Notes due 2014.

The Company accepted for exchange $91,692,000 aggregate principal
amount of the Senior Notes, representing 84.02% of the outstanding
Senior Notes, and $104,084,000 aggregate principal amount of the
Senior Subordinated Notes, representing 77.41% of the outstanding
Senior Subordinated Notes.  The Second Lien Notes were issued
pursuant to an indenture, dated as of September 30, 2009, among
the Company, each of the guarantors, and U.S. Bank National
Association, as trustee and collateral agent.

                    Second Lien Notes Indenture

The Second Lien Notes mature on December 15, 2015.  The Second
Lien Notes will accrue interest from the issue date at a rate of
11.25% per year and will be payable in cash semi-annually in
arrears on each June 15 and December 15, commencing December 15,
2009.

The Company's obligations under the Second Lien Notes are
guaranteed by Paperweight Development Corp. and certain of the
Company's present and future domestic and foreign subsidiaries
that guarantee the Company's obligations under its existing senior
credit facility.  The Guarantees are second priority senior
secured obligations of the Guarantors.  The Second Lien Notes and
the Guarantees rank equally in right of payment with all of the
Guarantors' existing and future senior debt, including their
guarantees under the Credit Facility, and rank senior in right of
payment to all of the Guarantors' existing and future subordinated
debt.  The Guarantees are effectively subordinated to all of the
first priority senior secured debt of the Guarantors, to the
extent of the collateral securing such debt, including their
guarantees under the Credit Facility.

The Second Lien Notes and the Guarantees are secured by a second-
lien security interest in the collateral granted to the Collateral
Agent for the benefit of the holders of the Second Lien Notes.
These liens are junior in priority to the liens on this same
collateral securing the Company's obligations under the Credit
Facility, and to certain other permitted liens.

The collateral securing the Second Lien Notes consists of
substantially all of the Company's and the Guarantors' property
and assets that secure the Company's obligations under the Credit
Facility, which excludes: (i) assets over which the granting or
perfection of a security in such assets would violate any
applicable law or the provisions of the respective contract to be
pledged (except to the extent applicable law renders such
provisions unenforceable), (ii) certain commercial tort claims in
an amount under a determined threshold, (iii) leaseholds, (iv)
certain fee interests in real property and (v) certain other
limited exceptions.  While the collateral securing the Company's
obligations under the Credit Facility includes the equity
interests of the Company and substantially all of its domestic
subsidiaries, the collateral securing the Company's obligations
under the Second Lien Notes does not include securities and other
equity interests of the Company, PDC or their respective
subsidiaries.

On or prior to March 15, 2011, the Company may redeem the Second
Lien Notes, in whole but not in part, at 122.50% of the principal
amount plus accrued and unpaid interest as set forth in the
Indenture; provided, however, that if prior to such redemption, a
Payment In Kind has been made pursuant to the term of the
Indenture, then the redemption price will be 111.25% of the
principal amount plus accrued and unpaid interest as set forth in
the Indenture.  After March 15, 2011, the Company may redeem the
Second Lien Notes, in whole but not in part, at a redemption price
equal to the "make-whole" amount set forth in the Indenture.  The
Company may also, subject to certain limitations, use the proceeds
of certain sales of the Company's equity interests to redeem up to
35% of the aggregate principal amount of the Second Lien Notes at
the redemption price set forth in the Indenture.

If the Company experiences specified change of control events, the
Company must offer to repurchase the Second Lien Notes at a
repurchase price equal to 101% of the principal amount of the
Second Lien Notes repurchased, plus accrued and unpaid interest,
if any, to the applicable repurchase date.

If the Company sells assets under specified circumstances, the
Company must offer to repurchase the Second Lien Notes at a
repurchase price equal to 100% of the principal amount of the
Second Lien Notes repurchased, plus accrued and unpaid interest,
if any, to the applicable repurchase date.

The Appleton Papers Retirement Savings and Employee Stock
Ownership Plan, through its employee stock ownership plan, owns
100% of the common stock of PDC, which, in turn, owns 100% of the
Company.  In the event that (1) the ESOP ceases to beneficially
own 100% of the common stock of PDC or PDC ceases to beneficially
own 100% of the common stock of the Company; (2) the ESOP ceases
to have all voting power in respect of PDC or PDC ceases to have
all voting power in respect of the Company; (3) the ESOP transfers
any of its economic interest in PDC or PDC transfers any of its
economic interest in the Company; or (4) the ESOP is terminated;
then, the Company will make a one-time payment in respect of the
Second Lien Notes to the holders thereof in the form of an
additional payment of Second Lien Notes in an amount equal to
11.25% of the principal amount of the Second Lien Notes then
outstanding, subject to certain exceptions set forth in the
Indenture.

The Indenture governing the Second Lien Notes contains covenants
that, among other things, restrict the Company's and PDC's
ability, and the ability of the Company's restricted subsidiaries,
to:

     -- sell assets or merge or consolidate with or into other
        companies;
     -- borrow money;
     -- incur liens;
     -- pay dividends or make other distributions;
     -- make other restricted payments and investments;
     -- place restrictions on the ability of certain of the
        Company's subsidiaries to pay dividends or other payments
        to the Company;
     -- enter into sale and leaseback transactions;
     -- amend particular agreements relating to the Company's
        Transaction with the Company's former parent Arjo Wiggins
        Appleton Limited and the ESOP; and
     -- enter into transactions with certain affiliates.

These covenants are subject to important exceptions and
qualifications set forth in the Indenture.

The Indenture provides for customary events of default. In the
case of an event of default arising from specified events of
bankruptcy or insolvency, all outstanding Second Lien Notes will
become due and payable immediately without further action or
notice.  If any other event of default under the Indenture occurs
or is continuing, the Trustee or holders of at least 25% in
aggregate principal amount of the then outstanding Second Lien
Notes may declare all the Second Lien Notes to be due and payable
immediately.

The Second Lien Notes were issued in reliance upon Section 4(2) of
the Securities Act of 1933, as amended, and Regulation S under the
Securities Act. The Second Lien Notes and the Guarantees have not
been registered under the Securities Act, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

                      Supplemental Indentures

On September 9, 2009, a third supplemental indenture, dated as of
September 9, 2009, to the indenture, dated as of June 11, 2004,
governing the Senior Notes, was entered into among the Company, as
issuer, each of the guarantors, and U.S. Bank National
Association, as trustee.  Additionally, on September 9, 2009, a
third supplemental indenture, dated as of September 9, 2009, to
the indenture, dated as of June 11, 2004, governing the Senior
Subordinated Notes, was entered into among the Company, as issuer,
each of the guarantors, and U.S. Bank National Association, as
trustee.

The Supplemental Indentures amend the Original Indentures to,
among other things, eliminate substantially all of the restrictive
covenants and certain events of default and related provisions
contained in the Original Indentures and the Old Notes.  The
Supplemental Indentures and the related amendments did not,
however, become operative until September 30, 2009 when the Old
Notes tendered in the Exchange Offers were accepted for exchange
by the Company pursuant to the terms of the Exchange Offers.

                 Second Lien Collateral Agreement

On September 30, 2009, the Company, PDC and the Guarantors entered
into a second-lien collateral agreement in favor of the Collateral
Agent.  Pursuant to the Second Lien Collateral Agreement and
subject to certain exceptions, the Grantors have granted a
continuing second-lien security interest in substantially all of
their respective present and future assets to secure the prompt
and complete payment, observance and performance of, among other
things, their respective obligations under the Second Lien Notes.

                       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.


ARAMARK CORP: Bank Debt Trades at 8% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK
Corporation is a borrower traded in the secondary market at 92.06
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.65 percentage points
from the previous week, The Journal relates.  The loan matures on
Jan. 26, 2014.  The Company pays 188 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

ARAMARK Corporation -- http://www.aramark.com/-- is the world's
#3 contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

Aramark Corp. carries a 'B1' long term corporate family rating
from Moody's, a 'B+' long term issuer credit ratings from Standard
& Poor's, and a 'B' long term issuer default rating from Fitch.


ASARCO LLC: Agrees to Allow Strider Construction Claims
-------------------------------------------------------
ASARCO LLC entered a contract with Strider Construction Co., Inc.,
on February 27, 2004, under which Strider agreed to perform
remediation work at certain of the Debtor's properties in the city
of Everett, Washington.  In July 2004, ASARCO's wholly owned
subsidiary, Domestic Realty Company, Inc., agreed to sell the
Properties to the Housing Authority of the city of Everett.

In connection with the sale, ASARCO and Domestic Realty entered
into a "Remediation Agreement" with the Everett Housing Authority.
Under the Remediation Agreement, ASARCO and Domestic Realty agreed
to pay the costs of certain environmental remediation efforts at
the Properties and to indemnify the Everett Housing Authority for
certain losses relating to remediation efforts at the Properties.

Also, in connection with the sale, ASARCO executed an Assignment
of Remediation Contract and Consent, by which it transferred to
the Everett Housing Authority certain rights under the Strider
Contract.  The Everett Housing Authority subsequently paid Strider
$475,000 under a settlement agreement aimed at resolving certain
disputes between the Everett Housing Authority and Strider,
including alleged breach of contract relating to the Assignment.
Under the Settlement Agreement, the Everett Housing Authority also
agreed to assign to Strider all of its rights, if any, to recover
from ASARCO any portion of the $475,000 the Everett Housing
Authority paid to Strider.

On July 19, 2006, Strider, as assignee of the Everett Housing
Authority, filed Claim No. 10339 in the ASARCO bankruptcy case,
seeking recovery of $475,000.  In support of the claim, Strider
submitted copies of the Settlement Agreement and the Remediation
Agreement.

In addition, under the Settlement Agreement, the Housing Authority
agreed to pursue its own claim against ASARCO for $675,000 in
costs and damages allegedly incurred as a result of alleged
defaults by ASARCO and assigned 20% of its recovery on the claim
to Strider.  On July 21, 2006, the Housing Authority filed Claim
No. 10424, seeking recovery of $443,000.  In support of the claim,
the Housing Authority submitted a copy of the Remediation
Agreement and other documents relating to the sale of the
Properties.  ASARCO subsequently filed an objection to Claim No.
10424.

By September 1, 2009, the Housing Authority assigned Claim No.
10424 to Strider.  ASARCO, Strider, and the Housing Authority
reviewed their records, exchanged correspondence relating to the
claims, and held conference calls to discuss resolution of the
claims.

As a result of those discussions, ASARCO and Strider have reached
an agreement regarding partial allowance of the Indemnity Claim
and partial allowance of the Damages Claim.

The parties stipulate that:

   (a) The Indemnity Claim, Claim No. 10339, is allowed as a
       general unsecured claim for $366,075.  All amounts
       asserted in the Indemnity Claim in excess of $366,075 are
       disallowed; and

   (b) The Damages Claim, Claim No. 10424, is allowed as a
       general unsecured claim for $90,000.  All amounts asserted
       in the Damages Claim in excess of $90,000 are disallowed.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASYST TECHNOLOGIES: Can Hire True Partners as Tax Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Asyst Technologies, Inc., to employ True Partners
Consulting, LLC, as tax consultant.

The Court also approved the employ of Foreign IP Specialists.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- is a leading provider of integrated
automation solutions primarily for the semiconductor and flat
panel display manufacturing industries.  The Company is the parent
company of seven subsidiaries located in various jurisdictions
worldwide.  Principally, the Company is the owner of a non-
operating holding company organized under the laws of Japan, Asyst
Technologies Holdings Company, Inc.  Asyst Japan Holdings in turn
owns the operating company Asyst Technologies Japan, Inc.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims
agent.  AlixPartners, LLP  serves as financial advisor.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors.  As of December 31,
2008, Asyst had total assets of $295,782,000 and total debts of
$315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Holdings
Company, Inc., and Asyst Technologies Japan, Inc., entered into
related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


AURORA OIL: Files Chapter 11 Plan; to Give Control to Lenders
-------------------------------------------------------------
Aurora Oil & Gas Corporation and its affiliate Hudson Pipeline &
Processing Co., LLC, have filed a proposed amended Chapter 11 plan
of reorganization and an explanatory disclosure statement.

Holders of administrative claims and DIP facility claims will be
paid in full, in cash.  Under the Plan, outstanding letters of
credit issued under the debtor-in-possession financing facility
may be converted to LoCs issued under the exit facility.

According to the Disclosure Statement, first lien lenders owed in
excess of $73.8 million will recover 63% of their claims through
the issuance of new secured notes and 32 million shares of the
preferred stock of reorganized Aurora.  Holders of second lien
loan claims in excess of $56 million will receive 56 million
shares of class A common stock of reorganized Aurora, for a
0.000002% recovery.

Holders of general unsecured claims against Aurora will receive
their pro rata share of $150,000 cash allocated to them, for a 6%
to 9% recovery.  Holders of allowed general unsecured claims
against HPPC will split $50,000 in cash, for a recovery of 72% to
100%.  Holders of existing common stock won't receive anything.

The Bankruptcy Court will convene a hearing to consider approval
of the adequacy of the information in the Disclosure Statement on
November 4.  The Debtor may begin soliciting votes on, then seek
confirmation of, the Plan, following approval of the Disclosure
Statement.

A copy of the Plan filed on October 7, 2009, is available for free
at:

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

A copy of the Disclosure Statement is available for free at:

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

                       About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Pink Sheets: AOGS) is an independent energy company focused on
unconventional natural gas exploration, acquisition, development
and production, with its primary operations in the Antrim Shale of
Michigan, the New Albany Shale of Indiana and Kentucky.

The Company and one affiliate filed for Chapter 11 protection on
July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255).
Judge Scott W. Dales presides over the case.  Stephen B. Grow,
Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan;
and Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., at
Cahill Gordon & Reindel LLP, in New York, serve as the Debtors'
counsel.  Donlin Recano serves as claims and notice agent.  Aurora
listed between $100 million and $500 million each in assets and
debts in its petition.


AVAYA INC: Bank Debt Trades at 19% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya Inc., is a
borrower traded in the secondary market at 80.90 cents-on-the-
dollar during the week ended Oct. 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.40 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 26, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's and is one of the biggest gainers and losers
among widely quoted syndicated loans in secondary trading in the
week ended Oct. 9, among the 155 loans with five or more bids.

Avaya Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

The Troubled Company Reporter stated on Sept. 16, 2009, that
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B' corporate credit rating, on Avaya, Inc., on
CreditWatch with negative implications, following the company's
announcement that it has been accepted as the buyer of Nortel
Networks Corp.'s (not rated) Enterprise Solutions businesses, for
$900 million.


AVIS BUDGET: Bank Debt Trades at 6.25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 93.75
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.46 percentage
points from the previous week, The Journal relates.  The loan
matures on April 1, 2012.  The Company pays 125 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's CCC+ rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 9, among the 155
loans with five or more bids.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

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/--).


BABCOCK & WILCOX: Sales Agreement Eliminated CERCLA Liability
-------------------------------------------------------------
WestLaw reports that "exclusivity of remedy" clause in a
prepetition purchase-and-sales agreement for the sale of
industrial property of a Chapter 11 debtor that was recognized to
have significant environmental problems, when viewed as a whole in
context of provisions in the agreement broadly and comprehensively
outlining all potential environmental liability, both for problems
discovered prior to and after closing, had to be interpreted as
barring any non-contractual claims by the buyer under the
Comprehensive Environmental Response, Compensation, and Liability
Act (CERCLA).  Thus, a proof of claim filed by the buyer for non-
contractual CERCLA or CERCLA-type damages had to be disallowed, as
barred by the terms of the parties' prepetition purchase-and-sales
agreement.  A release executed by potentially responsible parties
need not specifically refer to liability under CERCLA in order to
be effective in releasing CERCLA liability.  In re Babcock &
Wilcox Co., --- B.R. ----, 2009 WL 2849083 (Bankr. E.D. La.)
(Brown, J.).

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992), and emerged from Chapter 11 on Feb. 22,
2006.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., represented the Debtors.


BICENT POWER: Moody's Downgrades Ratings on First Lien to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the first lien and second
lien ratings of Bicent Power LLC to B1 and B3 from Ba3 and B1
respectively.  The outlook has been revised to stable.  This
concludes the review that was initiated on July 13.  The downgrade
reflects the increase in refinancing risk stemming from the
project's financial underperformance to-date and Moody's
expectation that the underperformance is likely to continue.  The
distinction between the first and second lien ratings is being
widened from one to two notches to reflect the much higher loss
likely to be borne by second lien lenders in the event of a failed
refinancing, as suggested by the increased gap between first and
second lien financial metrics.

The company has underperformed expectations to-date and its
revised forecasts appear considerably weaker than was originally
anticipated, particularly after the existing debt is refinanced.
Nevertheless, the company will be challenged to achieve its
revised forecasts by several potentially significant cost
increases facing it in the next several years.  In light of this
together with the company's high leverage, refinancing risk is a
growing concern.  Though the pending sale of Bicent's interest in
the Hartwell Project will result in the elimination of the project
level debt and a significant reduction in the first lien term
loan, it will have a mixed impact on the forecast financial
metrics due to the reduction in cash flow (albeit structurally
subordinated cash flow) and generating capacity and will result in
a meaningful reduction in asset diversification, which previously
was an important credit strength of the company.  However, near
term default risk remains manageable in Moody's opinion thanks to
the company's high level of contracted cash flows, notwithstanding
the slower than expected debt pay down and lower financial
metrics.

In 2008, fully consolidated debt service coverage (including
project debt at Hartwell and the commodity swap embedded loan and
excluding draws on the operating reserve) was just 1.07x, well
below the initial forecast of 1.38x.  Performance also fell short
of expectations in the second half of 2007, when coverage was just
1.00x compared to a forecast of 1.19x.  Based on the company's
operating budget, coverage is expected to improve to 1.58x in
2009, but it will still be far short of management's initial base
case forecast of 2.24x.  Furthermore, the improvement in 2009 is
primarily attributable to the expected receipt of a significant
one-time bonus payment for the completion by Colorado Energy
Management, a Bicent subsidiary that provides power plant EPC
contractor service, of a gas-fired generation unit it constructed
for a third party.  Coverage from recurring revenues is expected
to equal just 1.12x.  Largely due to this underperformance,
Moody's now expects that Bicent will have repaid $40 million less
debt by the end of 2009 than was anticipated at the time of the
sale of one of Bicent's assets, the Mountainview wind farm, in
early 2008.  This will result in a first lien debt balance of
$169 million, 30% more than previously anticipated, and will have
an ongoing impact on Bicent's financial metrics due to the terms
of repayment, which are based upon a cash sweep.

The lower than expected pay down is the result of a number of
factors including these: 1) the EPC bonus for the completion by
Colorado Energy Management of the Hobbes gas-fired generation unit
is now projected to be $10 million lower than initially expected
due to increased material costs; 2) operating expenses are much
higher than initially forecast -- in 2009, operating expenses
excluding CEM are now expected to be $9.5 million higher than
forecast, an increase of 37%; and 3) 2008 and 2009 interest
expense is expected to be $5.2 million higher than initially
projected due to lower debt pay down.  However, a portion of the
lower than expected pay down is also attributable to a projected
$6.6 million increase in working capital balances relative to
previously forecasts.  In addition, just $6.5 million of the
operating reserve is forecast to have been used, which is
$5.5 million less than anticipated in the initial forecast.

Notwithstanding the slower than anticipated debt pay down to-date,
financial metrics are only expected to be slightly weaker than
originally forecast for the remaining term of the loans, assuming
the company is able to achieve its forecast going forward.  In
2013, roughly six months before the first lien term loan matures,
debt service coverage is forecast to be 1.3x, compared to 1.5x
originally.  However, metrics are now projected to deteriorate
much more sharply shortly after the loans are refinanced than was
previously anticipated, due to a more conservative operating cash
flow forecast together with the higher projected debt balances.
Consolidated debt service coverage in 2016 is now projected to be
just 1.01x, down from 1.41x initially, and FFO/Debt just 6%.
Including the holdco PIK note, which is currently worth
approximately $50 million but is projected to accrete to
$125 million by 2016, FFO/Debt is now projected to equal less than
1%.  While this debt is not an obligation of the borrower itself,
it still increases the borrower's refinancing risk in Moody's
opinion.  It is important to note that this forecast deterioration
in the metrics coincides with a significant increase in merchant
exposure due to the expiration of the Hardin hedge.

Despite the company's more conservative forecast, there is
increased uncertainty going forward regarding the company's
ability to achieve its projections as a result of a number of
potential cost increases facing it.  Though the company has not
achieved its operating expense forecasts since acquiring the
portfolio, it does not appear to have significantly revised its
expense forecasts.  The company could also face a significant
increase in fuel costs for its Hardin Generating Station after the
2010 expiration of its current coal supply contract, which remains
below market notwithstanding recent decreases in the market price
of coal.  In addition, there is now an increased probability that
some form of carbon emissions regulation will have been
implemented by the time the debt is refinanced.  While there
remains significant uncertainty regarding the ultimate costs of
any such regulation and which parties will have to bear these
costs, Moody's believes that this could potentially have a
meaningful impact on Bicent's financial performance, particularly
given the Hardin generating station's relatively high heat rate
and resulting carbon emissions levels.  Lastly, in light of recent
changes in credit market conditions, the company is likely to face
higher margins on its debt when it is refinanced, which will place
additional pressure on its already narrow forecast financial
metrics.

While the company still expects to receive a $12 million bonus
payment for the completion of Hobbes by the end of the year, Lea
Power Partners, the owner of the plant, has asserted that Colorado
Energy Management, Bicent's EPC and O&M service provider
subsidiary, has failed to meet certain of its obligations under
the EPC contract.  Bicent has provided a $10 million letter of
credit supporting its obligations, though no draws have been made
to date and management asserts that Lea's claims have no merit.
To the extent that Bicent's bonus payment is reduced further
and/or Lea draws on the LC, Bicent's metrics will be weaker than
currently forecast.

The financial swap relating to the Hardin Generating Station,
which is the most significant of the company's power and energy
sales contracts and hedges, expires shortly after the term loans
are schedule to mature.  As a result, contracted cash flows net of
fixed expenses are forecast to decline to just 3% of total EBITDA
in 2016.  If the Hardin agreement is not extended or replaced, the
company will almost wholly exposed to merchant energy market
conditions.  This would constitute a significant change in the
company's risk profile that could result in a further increase in
the credit spreads it will have to pay on its refinanced debt.
The company's metrics are expected to be very narrow at this point
to begin with, leaving it with very financial flexibility in the
event revenues are lower or financing costs higher than expected.
On the other hand, this may provide the company the opportunity to
recover a portion of its costs related to carbon, which it would
probably be unable to do if it were locked into a long-term hedge
or contract.

While the commodity hedge will terminate in 2015, it includes an
embedded loan that will still be outstanding in the amount of
$46.5 million.  Bicent will be required to repay this amount over
the next four years through monthly payments of approximately
$1.1 million, which will create a significant drain on cash flow.
In addition, in 2015, the year after the term loans mature, the
company will face a $6.4 million increase in property taxes
related to the Hardin station.  These issues were disclosed in
conjunction with the initial financing, but they are of greater
concern now in light of the other changes that the credit has
undergone and is expected to encounter going forward.

Due to the lower than expected pay down to-date, Moody's expects
that the company will be in violation of its leverage covenant by
early 2012 if it is unable to obtain renegotiate the covenant,
obtain a waiver, or implement an equity cure, as the covenant
level will drop much more quickly than Bicent's actual leverage
ratio is expected to.  The covenant steps down to 6.75x by the
first quarter of 2012, while the leverage ratio is forecast to be
nearly 7.5x as of the end of 2011, which is just three months
earlier.  Moody's note that the covenant only applies to the
letter of credit and working capital facilities, not the term
loans.  These both mature in July of 2012 and would therefore need
to be replaced anyway not long after the covenant violation is
forecast to occur regardless of the violation itself.  However,
any replacement credit facilities or alternative means of
providing credit support and liquidity the company is able to
obtain are likely to be more expensive.

Moody's notes that while the company is required to apply the
first 75% of any excess cash flows to the prepayment of first lien
debt, it can choose how to allocate the remaining 25% among the
first and second lien term loans and the PIK note at the holding
company level.  Management has indicated that it is its intention
to apply all this money towards the repayment of the first lien.
If it were instead to use it to repay the PIK note, which is
considerably more expensive, the forecast debt pay down and
financial metrics for the operating company could weaken somewhat,
though the impact would likely be fairly minimal due to the low
forecast debt service coverage levels.

Bicent's gas-fired units have generally demonstrated sound
operating performance with high availability factors.  While they
have been dispatched very little, cash flows have not been
affected as they are all subject to tolling agreements.  However,
the Hardin station suffered a major outage in the middle of
December 2007 due to the failure of a generator step-up
transformer.  It was brought back on-line by These February with a
replacement transformer, but it operated at just 87% of capacity
until the original transformer was fully repaired that July.  The
company was able to recover all of the $4.1 million in associated
expenses and as well as $3.9 million of foregone revenues (net of
a 30 day deductible equal to $2.5 million) through insurance
proceeds.

Bicent currently owns an indirect 50% interest in the Hartwell
Generating Station, a 310-MW gas-fired peaking unit located 100
miles northeast of Atlanta, Georgia.  The remaining interest is
held by affiliates of International Power American (IPA).
Hartwell has a lucrative tolling agreement with Oglethorpe Power
Corporation for its full capacity that extends through 2019 and,
as of the end of 2008, had approximately $58 million in project
level debt.  Bicent and IPA have agreed to sell Hartwell to
Oglethorpe for an amount management indicates exceeds the
valuation placed on the asset at the time it acquired the
portfolio.  Proceeds will sufficient to fully pay down the
project debt and generate a dividend to Bicent of approximately
$45 million.  This exceeds the $40 million floor amount in the
credit agreement, permitting the sale of the asset without lender
consent.  Bicent will be required to apply the first $40 million
of net proceeds towards debt pay down along with at least 75% of
the excess.

As the only asset in the portfolio east of the continental divide,
as well as the only one that is not wholly-owned (or even
controlled by Bicent), Hartwell does not fit into management's
strategic vision for the company.  In addition, Hartwell is the
only asset in the portfolio with project level debt.  As a result,
the cash flows it generated for Bicent were structurally
subordinated and arguably of lower quality than those generated by
Bicent's other assets.  However, the impact of the sale and
subsequent debt pay down on the company's projected financial
metrics is mixed.  (All current forecast figures cited in this
report reflect the impact of the sale.) While consolidated debt
service coverages improve in some years and deteriorate in others,
on average the impact is positive.  There is a slight improvement
in Bicent's unconsolidated average and maximum leverage ratio, but
the consolidated leverage ratio is expected to be higher beginning
in 2010.  In addition, first lien debt/kw increases slightly and
on a consolidated basis, it increases considerably, while FFO/Debt
is weaker throughout the forecast period.  However, the mix of
generation changes as well, with the portfolio becoming more
weighted towards baseload, which should allow it to support higher
debt/kw.

That said, the sale will also result in reduced geographic and
fuel diversity and increased asset concentration, with Hardin now
projected to contribute up to 64% of consolidated EBITDA, up from
50% if Hartwell were not sold and just 40% prior to Bicent's sale
of the Mountainview wind farm last year.  This increases the
portfolio's exposure to various risks associated specifically with
Hardin, including increases in coal costs and potential carbon
regulation.

In addition, the notional amount of Bicent's interest rate hedges
is expected to exceed its outstanding debt following the sale.
Because of currently low swap rates and resultant high breakage
costs, however, the company intends to keep these hedges in place.
From the company's perspective, they will help mitigate interest
rate exposure on its $59 million in holdco PIK debt.

The stable outlook reflects the project's highly contracted cash
flows, which should help stabilize its financial performance.
However, the rating could face further downward pressure if the
company faces further cost increases or serious operating problems
such that debt service coverages remain below 1.2x.  The rating is
unlikely to be upgraded unless the company is able to delever
considerably in excess of current expectations and it extends the
hedge for its Harding Generating Station beyond the maturity of
the debt, thereby reducing refinancing risk.

The last rating action on the company's debt occurred on July 13,
2009, when the ratings were placed under review for possible
downgrade.

Bicent Power LLC is an independent power generation company
headquartered in Easton, MD.  It is owned by Beowulf Energy LLC
and Natural Gas Partners.  Bicent owns a portfolio of five
electric power generating facilities with an aggregate capacity of
536 MW consisting of a 120 MW coal unit located in Montana
(Hardin), three gas-fired combustion turbines in Colorado and one
in California, and a 50% interest in a CT in Georgia.  Bicent also
owns Colorado Energy Management, a provider of power plant EPC,
refurbishment, and O&M services.


BIOMET INC: Bank Debt Trades at 4% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Biomet, Inc., is a
borrower traded in the secondary market at 96.25 cents-on-the-
dollar during the week ended Oct. 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.49 percentage points
from the previous week, The Journal relates.  The loan matures on
March 25, 2015.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Biomet, Inc. -- http://www.biomet.com/-- based in Warsaw,
Indiana, is one of the leading manufacturers of orthopedic
implants, specializing in reconstructive devices.  Through its EBI
subsidiary, the firm also sells electrical bone-growth stimulators
and external devices, which are attached to bone and protrude from
the skin.  Subsidiary Biomet Microfixation markets implants and
bone substitute material for craniomaxillofacial surgery.  In 2007
Biomet was acquired by a group of private equity firms for more
than $11 billion.

Biomet Inc. continues to carry a 'B2' long term corporate family
rating from Moody's and a 'B+' long term foreign issuer credit
rating from Standard & Poor's.


BOWL & BOARD: Bankruptcy Case Converted to Ch 7 Liquidation
-----------------------------------------------------------
Tovia Smith at NPR reports that Mark Giarrusso has signed papers
converting Bowl & Board's Chapter 11 reorganization case to
Chapter 7 liquidation, as he wasn't confident enough that his
business was going to rebound and couldn't risk going forward.
Mr. Giarrusso fell behind on rent in his Brookline, Massachusetts
store in 2008, and his landlord sued him, forcing him into
bankruptcy protection.  NPR relates that Mr. Giarrusso had been
fighting the landlord's lawyer who was trying to force him to
liquidate.

Bowl & Board is a family-owned chain of housewares stores in New
England.


BT BUSINESS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: BT Business Holdings, LLC
        2104 Shadowbrook Drive
        Wall, NJ 07719

Bankruptcy Case No.: 09-36940

Chapter 11 Petition Date: October 8, 2009

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

Debtor's Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Pk. East
                  2520 Hwy 35, Suite 307
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303
                  Email: erothesq@verizon.net

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

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

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

The petition was signed by Stephen M. Vita, managing member of the
Company.


BRUCE R SMITH: Files for Creditor Protection in Canada
-------------------------------------------------------
Bruce R. Smith Limited has received protection from its creditors
under the Companies' Creditors Arrangement Act pursuant to an
Order of the Ontario Superior Court of Justice (Commercial List)
issued October 8, 2009, which allows it time to restructure its
business and affairs.  KPMG Inc. is the Court appointed Monitor.
Hamilton law firm, Scarfone Hawkins LLP, is representing Bruce R.
Smith in its restructuring efforts.

Bruce R. Smith began its trucking operations in 1947 with one
truck hauling from the farming communities of Norfolk County to
destinations in southwestern Ontario.  At present, Bruce R. Smith
has a fleet of approximately two hundred and fifty tractors and
one thousand, one hundred trailers, and operates from six
locations throughout southern Ontario and one in Montreal, Quebec,
with customers throughout the provinces of Ontario and Quebec, and
the United States.  Bruce R. Smith currently employs approximately
325 employees.

Bruce R. Smith is well known in the trucking industry and has
specialized equipment, including trailers for refrigerated and
heated product transportation, multi-axel vans for heavy
commodities, multi-axel flat decks for the steel industry, and
fifty-three foot quad vans and tandem trailers for the beverage
industry. Because of Bruce R. Smith's expertise and reputation in
many specialized sectors, its customers include businesses in the
steel, packaging, manufactured goods, beverage, food stuffs and
refrigerated products industries.

However, as a result of the severe North American economic
recession, and particularly its impact on the North American
automotive/manufacturing sectors, Bruce R. Smith's revenues have
declined significantly, and the corporation now has more equipment
and equipment carrying costs than can be supported by its
decreased revenue base.  While its revenue base is showing early
signs of recovery and Bruce R. Smith has taken every possible step
to address the necessary restructuring issues outside of formal
legal proceedings, it has determined that it is in the best
interests of its shareholders, employees and creditors to seek
protection pursuant to the CCAA in order to restructure to bring
its short to mid term cost structure in line with a lower revenue
model.

Bruce R Smith has had preliminary discussions with its major
secured creditors and is pleased to advise that they are
supportive of the application, and have expressed a willingness to
support a restructuring.  Accordingly, it will be business as
usual during the restructuring process as far as Bruce R. Smith's
customers are concerned, and the corporation intends to try and
preserve as much of its employment base as possible. It is Bruce
R. Smith's intent to emerge from CCAA protection with stronger,
more efficient trucking operations.

Further information and a copy of the Order can be accessed on the
Monitor's Web site at http://www.kpmg.ca/BruceRSmithand further
inquiries may be directed to the Monitor, Attention: Brad Newton
at bradnewton@kpmg.ca, or to Bruce R. Smith's solicitors.


CANWEST GLOBAL: Chapter 15 TRO Hearing on October 15
----------------------------------------------------
Canwest Global Communications Corp. said hearings before the U.S.
Bankruptcy Court for the Southern District of New York to:

     -- continue the temporary restraining order is scheduled for
        October 15, 2009; and

     -- recognize its Chapter 15 application is scheduled for
        November 3, 2009.

FTI Consulting Canada Inc., the Court-appointed Monitor in the
proceedings commenced by the Company and certain of its
subsidiaries under Canada's Companies' Creditors Arrangement Act,
sought protection on October 6, 2009, in the United States
Bankruptcy Court under Chapter 15 of the United States Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the
entities involved in Canwest's television business that filed for
protection under the CCAA, including Canwest, Canwest Media Inc.
and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global
Inc.

The Monitor obtained an immediate temporary restraining order from
the United States Bankruptcy Court to protect Canwest and Canwest
Television Limited Partnership, one of Canwest's principal
broadcasting subsidiaries.  Canwest's day-to-day operations and
television programming are expected to continue without
interruption during its restructuring.

On Tuesday, Canwest, along with certain of its subsidiaries, filed
for creditor protection under the CCAA with the intention of
reorganizing.  At the initial hearing before the Ontario Superior
Court of Justice (Commercial List) at Toronto, which is overseeing
Canwest's CCAA proceedings, FTI was appointed as Monitor and
foreign representative for Canwest.  FTI was also authorized by
the Canadian Court to file the Chapter 15 cases to protect
Canwest's interests and assets in the United States.

Through the Chapter 15 cases, the Monitor is requesting that the
United States Bankruptcy Court recognize the Canadian CCAA cases
in the United States with respect to certain of the Canwest
entities and provide limited aid to the CCAA proceedings,
including a stay of proceedings and actions in the United States
against the entities included in the Chapter 15 proceedings.  The
Monitor is also asking for a preliminary injunction to prevent
television studios and other television content providers from
interfering with Canwest's broadcasting rights to its many popular
American hit shows.

"We've taken action now to ensure the long-term viability of
Canwest's operations," said Leonard Asper, President and CEO of
Canwest.  "Our goal is to complete the restructuring process in
Canada as quickly as possible."  He added, "The commencement of
the Chapter 15 cases will protect Canwest's CCAA proceedings so
that Canwest can emerge from CCAA a financially stable company
that is ready to take advantage of the Canadian economy as it
begins to improve."

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

                      About Canwest Global

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


CANWEST GLOBAL: Discloses Cash Flows Projection During CCAA Case
----------------------------------------------------------------
Canwest Global Communications Corp. disclosed a projection of the
cash flows, cash and secured obligations of CMI and the subsidiary
credit parties under Canwest Media Inc.'s secured credit facility
for the expected duration of the Canwest entities' filings under
the Companies' Creditors Arrangement Act (Canada):

                                               Projected
                                        For the 3 months ending
                                        11/30/09       02/28/10
                                        --------       --------
   Canadian Television
      Receipts                     C$124,691,000  C$127,127,000
      Operating disbursements       (150,387,000)  (123,979,000)
      Capital expenditures            (4,173,000)    (4,587,000)

   Corporate and Other
      Net operating cash flows        (4,643,000)    (2,901,000)
      Restructuring disbursements     (7,649,000)    (7,156,000)
      Advance from proceeds from
         sale of Ten Network
         Holdings Limited            190,000,000              -
      Financing disbursements         (3,195,000)      (384,000)
                                     -----------     ----------
   Total Net Cash Flow             C$144,644,000  (C$11,880,000)

Canwest expects to emergence from the CCAA filing on February 28,
2010.  Upon emergence, Canwest projected these cash transactions:

     Unrestricted cash as at February 28, 2010     C$11,397,000
     Equity proceeds                                 65,000,000)
     Repayment of secured intercompany note         (85,000,000)
     Claims                                          (8,000,000)
     Retention and restructuring                     (8,000,000)
     Transaction costs                              (10,000,000)
                                                 --------------
     Emergence financing requirement (cash)         (34,603,000)
     Emergence financing requirement
        letters of credit                            (2,000,000)
                                                 --------------
     Total emergence financing requirement        (C$36,603,000)

Canwest also developed financial projections for Canwest
Television Limited Partnership and CMI.

In June 2009, Canwest and CMI entered into confidentiality, non-
disclosure and non-use agreements with certain members of an ad
hoc committee of holders of 8% senior subordinated notes of CMI to
facilitate the discussion of a possible recapitalization
transaction.  Pursuant to the Confidentiality Agreements, Canwest
disclosed information, including certain non-public information to
certain members of the Ad Hoc Committee through the Ad Hoc
Committee's financial and legal advisors.  The Confidentiality
Agreements require Canwest to now disclose publicly certain of the
Non-Public Information.

A full-text copy of Canwest's release is available at no charge
at:

             http://ResearchArchives.com/t/s?46b4

                      About Canwest Global

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

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.


CANWEST MEDIA: Moody's Cuts Probability of Default Rating to 'D'
----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating for Canwest Media Inc. to D in response to the company's
announcement that it, along with key wholly-owned television
affiliate companies and The National Post Company, had filed
voluntary petitions for reorganization under the Companies'
Creditors Arrangements Act.  The company's corporate family rating
is revised to Caa3 while its speculative grade liquidity rating
remains unchanged at SGL-4 (weak).  Despite the CFR upgrade and
prospects of an above-average corporate-level recovery, there are
sufficient non-debt claims in the form of payables, under-funded
pension, and the like, that ratings for the company's
US$761 million 8% senior subordinated notes due 15 September, 2012
were unchanged at Ca (LGD4, 62%).

Shortly following these rating actions, Moody's will withdraw all
of the relevant ratings (refer to Moody's ratings withdrawal
policy on moodys.com).

Rating actions:

Issuer: Canwest Media Inc.

  -- Probability of Default Rating, Downgraded to D

  -- Corporate Family Rating, Revised to Caa3 from Ca

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-4

  -- US$761 million 8% senior subordinated notes due 15 September,
     2012, Unchanged at Ca (LGD4, 62%)

  -- Outlook, Unchanged - Negative

Moody's most recent rating action concerning Canwest was taken on
April 20, 2009, at which time the company's probability of default
rating was downgraded to Ca/LD as a consequence an interest
payment on its US$761 million 8% senior subordinated notes due 15
September, 2012, not having been paid prior to the expiration of
the applicable cure period.

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

Canwest Media Inc. is wholly-owned by Winnipeg, Manitoba, Canada-
based Canwest Global Communications Corp., a publicly traded
international media company with interests in broadcast
television, publications, radio, specialty television channels,
out-of-home advertising and interactive operations.  Substantially
all of the publicly traded parent company's operations are held
though Canwest.


CAPITAL GROWTH: July Debentures Convertible at $0.15 Per Share
--------------------------------------------------------------
Capital Growth Systems, Inc., entered into a series of
transactions as of July 31, 2009, related to amendment of its
existing financing and the funding of additional financing.  The
transactions are comprised of:

     (i) entry into a Second Amendment and Waiver Agreement with
         its senior secured lender, ACF CGS, LLC as Agent for
         itself and other lenders with respect to $8.5 million of
         senior secured financing, restoring the loan to good
         standing, and setting adjusted covenants and other terms
         and conditions;

    (ii) issuance of $7.0 million of principal amount of original
         issue discount convertible senior secured debentures --
         July Debentures -- representing the funding of
         $4.0 million of subscription amount (inclusive of
         $500,000 of subscriptions credited against liabilities of
         the Company to the respective holders) and $3.0 million
         of original issue discount added to principal, coupled
         with warrants to purchase up to 12.5 million shares of
         Common Stock, all exercisable or convertible at $0.24 per
         share -- July Warrants -- subject to adjustment (and with
         an adjustment to the exercise price on up to
         $15.0 million of existing debentures; the purchase
         agreement for the July Units provides for the issuance of
         up to an additional $2.0 million of cash subscription
         amount of July Units (representing up to an additional
         $3.5 million of principal amount of July Debentures
         inclusive of the OID factor and July Warrants to purchase
         up to an additional 6,250,000 shares of Common Stock), to
         be funded to the extent of the shortfall of collection by
         the Company of at least $2.0 million by August 31, 2009
         of certain designated receivables or contract amounts;
         and

   (iii) authorization for the issuance of up to $4,125,000 of
         secured convertible original issue discount debentures
         -- VPP Debentures -- to certain creditors of the Company
         in exchange for release of up to $2.5 million of
         obligations to the creditors (with the debentures to
         contain an OID factor of up to $1,625,000), and coupled
         with warrants to purchase up to 12,890,625 shares of
         Common Stock -- VPP Warrants -- all exercisable or
         convertible at $0.24 per share, subject to adjustment.

On August 27, 2009, the Company received aggregate subscription
proceeds, inclusive of the pre-funded amount of $200,497, totaling
the required $2,000,000 Cash Subscription Amount and had issued
the corresponding Second Tranche Debentures and warrants.

Pursuant to the July Securities Purchase Agreement, in the event
that the Company had not repaid the Cash Subscription Amount paid
in by the Holders by September 30, 2009, the conversion price of
the July and Second Tranche Debentures held by the Holder and the
exercise price of the corresponding July and Second Tranche
Warrants, would be reduced from $0.24 per share to $0.15 per share
(subject to adjustments for forward and reverse splits and other
adjustments called for in the July and Second Tranche Debentures
and the corresponding Warrants).  The Company did not repay Cash
Subscription Amount paid in by the Holders by September 30, 2009.
Therefore, as of October 1, 2009, the conversion price of the
Holders' July and Second Tranche Debentures and the exercise price
for the corresponding July and Second Tranche Warrants was
automatically reduced to $0.15 per share.

Additionally, the Company had previously issued debentures and
warrants in March 2008 and November 2008.  Nine Holders also hold
debentures and warrants issued in March 2008 or November 2008.  As
such, the March and November Holders received July Debentures and
Warrants as consideration for their execution of the 2009 Sub Debt
Consent, Waiver and Amendment Agreement.  Additionally, Aequitas
Capital Management, Inc., a Holder, received a July Debenture and
Warrant from the Company in lieu of a portion of the fees owed to
Aequitas by the Company.  The March and November Holders and
Aequitas received July Debentures that are now convertible at
$0.15 per share.

As of June 30, 2009, the Company had $52.1 million in total assets
and $86.7 million in total liabilities, resulting in $34.5 million
in shareholders' deficit.  As of June 30, 2009, the Company's
current liabilities exceeded its current assets by $29.9 million.
Cash on hand at June 30, 2009, was $1.3 million -- not including
$500,000 restricted for outstanding letters of credit.

As reported by the Troubled Company Reporter on August 24, 2009,
the Company's net working capital deficiency, recurring operating
losses, and negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  However,
the Company said the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts will move it into profitability.
In addition to those new contracts, management believes that the
inclusion of VDUL's business and cash flows will have a positive
impact on future results.  At the same time, expenses are managed
closely and lower-cost outsource opportunities are given case-by-
case consideration.

On May 22, 2009, the Company received from ACF CGS, LLC, a formal
notification of certain covenant violations that occurred and
continue to exist under the Loan Agreement dated November 19,
2008, by and among the Company and its subsidiaries.  The
Borrowers have timely paid all debt service obligations under the
Loan Agreement.

The Borrowers have agreed that the Forbearance Agreement
constitutes an additional "Loan Document" under the Loan
Agreement.  Among other things, the Forbearance Agreement
contemplates that from May 1, 2009, until the date that the Agent
either waives all of the specified defaults or the parties
otherwise agree, the Loan will continue to bear interest at the
default rate of interest as specified in the Loan Agreement.

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.


CELANESE US: Bank Debt Trades at 6.41% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Celanese US
Holdings LLC is a borrower traded in the secondary market at 93.59
cents-on-the-dollar during the week ended Oct. 9, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.61 percentage points
from the previous week, The Journal relates.  The loan matures on
April 2, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's BB+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 9, among the 155 loans
with five or more bids.

Celanese Corporation -- http://www.celanese.com/-- is an
integrated producer of chemicals and advanced materials.  It is a
producer of acetyl products, which are intermediate chemicals for
many industries, as well as a global producer of high performance
engineered polymers that are used in a variety of end-use
applications.  Celanese operates principally through four business
segments: Advanced Engineered Materials, Consumer Specialties,
Industrial Specialties and Acetyl Intermediates.  Advanced
Engineered Materials segment develops, produces and supplies a
portfolio of high performance technical polymers.  Consumer
Specialties segment consists of its Acetate Products and Nutrinova
businesses.  Its Industrial Specialties segment includes its
emulsions and AT Plastics businesses.  Acetyl Intermediates
segment produces and supplies acetyl products.  Celanese US
Holdings LLC, formerly BCP Crystal US Holdings Corp., is a
subsidiary of Celanese Corp.


CENTAUR LLC: Hoosier Park in No Imminent Danger of Bankruptcy
-------------------------------------------------------------
Justin Schneider at Herald Bulletin reports that Centaur, LLC,
officials said that Hoosier Park Racing & Casino is in no imminent
danger of bankruptcy.

According to Herald Bulletin, State Sen. Luke Kenley had said
predicted in a televised report Hoosier Park's bankruptcy due to
trouble repaying two large bonds.  Herald Bulletin states that
Hoosier Park has two large bonds due within 90 days.  Herald
Bulletin says that Centaur borrowed heavily to pay a $250 million
licensing fee to Indiana and to fund the construction of its
92,000-square-foot casino.

Citing Centaur Chairperson Roderick Ratcliff, Herald Bulletin
states that under no circumstances would Hoosier Park close its
doors.  Mr. Ratcliff said that the park's first loans are due in
2012, the report says.

Herald Bulletin relates that without parity in Indiana gaming, the
park's financial future is uncertain.

Mr. Ratcliff, according to Herald Bulletin, framed Hoosier Park's
financial troubles in the larger context of excessive taxation.
Herald Bulletin quoted Mr. Ratcliff as saying, "The model set up
for the racinos today does not work.  Even without the
$250 million license, we would be unable to compete."

Centaur, LLC, is a subsidiary of Centaur Inc., which owns and
operates Hoosier Park, a "racino", which opened in June 2008, in
Anderson, Indiana, near Indianapolis, and Fortune Valley Hotel and
Casino, located approximately 35 miles from Denver, Colorado.  The
company also owns Valley View Downs, a development project in
Pennsylvania.


CENTRO NP: Extends Consent Solicitation to October 15
-----------------------------------------------------
Centro NP LLC has extended the deadline for its previously
announced consent solicitation with respect to amendments to the
1995 indenture governing its outstanding 7.65%, 7.68% and 7.97%
senior notes due 2026 and its outstanding 6.90% senior notes due
2028.

The Consent Solicitation, previously scheduled to expire at 5:00
P.M. New York City Time on October 6, 2009, will now expire at the
earlier of (i) 5:00 P.M. New York City Time on October 15, 2009,
and (ii) 5:00 P.M. New York City Time on the date that the Company
has received valid consents sufficient to execute the Supplemental
Indenture.  The Company will make a public announcement of the
Effective Time at or prior to 9:00 A.M. New York City Time on the
next business day after the Effective Time.

The Company believes that the consent payment of $35 per $1,000
principal amount of Securities to consenting noteholders and the
ability to shorten the maturity by 12 to 14 years, combined,
offers tremendous value to those noteholders holding the
Securities.  Additionally, if the proposed amendments with respect
to the debt incurrence covenant are not adopted, once the Company
has ceased to experience the unusually large non-cash charges that
it has recently experienced, the Company would once again be able
to incur debt under the indenture without any amendment being
required.

As reported by the Troubled Company Reporter on September 23,
Centro NP commenced a consent solicitation with respect to
amendments to the 1995 indenture governing various senior notes
issued by the Company:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


CHAMPION FORD: Bank of Choice Is Highest Bidder for Boulder Asset
-----------------------------------------------------------------
Boulder County Business Report that Champion Ford LLC defaulted on
a loan and now the 3200 28th St. in Boulder -- former Ford and
later Kia car dealership location -- is being auctioned, with Bank
of Choice as the highest bidder.  Citing Bank of Choice Special
Assets Vice President Bill Beamer, BCBR states that if the bank
gets the certificate of ownership, it would seek to sell the
property.  According to BCBR, Bank of Choice had filed for
foreclosure on the property, saying that $4.2 million remained on
the original $4.6 million adjustable-rate loan for the property
issued in March 2005 when Champion Ford LLC bought it for
$6.2 million.

Champion Ford LLC is a dealer of new or used Ford car.


CHRYSLER LLC: New Chrysler to Stick to Plan to Shut 8 Plants
------------------------------------------------------------
Chrysler Group LLC Chief Executive Sergio Marchionne said the
automaker will stick to its plan to shut down eight plants in
North America according to its initial schedule, Reuters reported.

Mr. Marchionne's statement came after media reports said that
Chrysler Group's plant in Sterling Heights, Michigan, would remain
open until at least 2012.  The plant, which makes the Chrysler
Sebring and the Dodge Avenger, is slated for closure at the end of
2010.

"There are no plans on my desk that the decision is going to be
reversed," Reuters quoted Mr. Marchionne as saying.  He said the
automaker would advise the White House's auto task force of its
updated turnaround plan this week.

"I think we are going to advise them of the fact, that, based on
the current assessment of conditions, there is absolutely no need
today to go up there and revisit that decision," Reuters quoted
Mr. Marchionne as saying.  "And, if and when that need were to
arise, then we will look at this as part of a wider set of choices
that may or may not include Sterling Heights," he said.

                      About Chrysler LLC

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

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

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

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

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


CIRCUIT CITY: M. Mondragon Defends Adversary Proceeding
-------------------------------------------------------
Circuit City Stores, Inc., and its units have asked the Court to
dismiss Marlon Mondragon's purported class action complaint filed
on March 17, 2009, or, in the alternate, ordering Mr. Mondragon to
plead a more definitive statement.

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

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

The Debtors have moved to dismiss the claim of Marlon Mondragon,
on behalf of himself and others similarly situated, arguing that:

   (a) Mr. Mondragon's WARN Act claim is a prepetition claim,
       which should be addressed through the claims
       administration process, not by way of an adversary
       proceeding, because it supposedly accrued prior to the
       bankruptcy petition; and

   (b) Mr. Mondragon's WARN Act claim should be adjudicated
       through the claims administrative process rather than the
       adversary proceeding.

Counsel for Mr. Mondragon, Gary E. Mason, Esq., in Washington,
D.C., argued that the Debtors' arguments fail because:

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

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

Thus, as numerous courts have recognized, an adversary proceeding
provides a less protracted and more efficient litigation framework
for management of WARN Act claims, regardless of when the claims
vested, Mr. Mason said.

Moreover, Rule 7023 and Federal Rule of Civil Procedure are
"always applicable" in an adversary proceeding without any action
of the court.  Thus, Mr. Mondragon need not file a motion seeking
application of Rule 7023 and Rule 23, nor a class proof of claim,
in order to prosecute his claims and the claims of the class he
seeks to represent, provided there is no prejudice, which the
Debtors do not, and cannot, allege.  Accordingly, dismissal of the
Amended Mondragon Complaint on this basis would be unwarranted,
Mr. Mason added.

                          Debtors Reply

The dispute between Mr. Mondragon and the Debtors requires the
Court to resolve the bankruptcy law question of when Mr.
Mondragon's purported "claim" under the WARN Act first arose.  The
facts alleged by Mr. Mondragon demonstrate that under controlling
Fourth Circuit precedent, Mr. Mondragon held, at most, a
contingent claim under the WARN Act as of the Petition Date.
Consequently, Mr. Mondragon's alleged WARN Act Claim, if any, is a
prepetition unsecured claim, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, on behalf of the Debtors,
asserted.

The Fourth Circuit Court of Appeals applies the "conduct test" to
determine when a claim arises.  Under the conduct test, a claim
arises when the event or conduct giving rise to the claim first
occurs, Mr. Foley noted.

Mr. Mondragon cited the bankruptcy court's decision in In re
Powermate Holding Corp., 394 B.R. 765, 776 (Bankr. D. Del. 2008).
Neither Powermate nor the cases on which the Delaware bankruptcy
court relied support Mr. Mondragon's theory that the alleged WARN
Act Claim is a postpetition administrative expense because Mr.
Mondragon's actual employment loss occurred postpetition, Mr.
Foley told the Court.

Indeed, those cases are factually distinguishable, Mr. Foley said.
They involve situations in which employment terminations occurred
either without notice or with notice being given substantially
contemporaneous with termination and, thus, notice and termination
were both either prepetition or both post-petition, Mr. Foley
noted.

Thus, the critical date is not the date of the actual employment
loss; rather, it is the date that Mr. Mondragon was notified
of his impending termination as a result of an alleged "plant
closing" or "mass layoff," which date was admittedly prepetition,
Mr. Foley argued.

In addition, Mr. Mondragon failed to obtain prior authority to
proceed on a class claim and any class claim is now time-barred
under the General Bar Date Order.  Mr. Mondragon's request to
proceed on the Amended Complaint should be denied and the
adversary proceeding dismissed, Mr. Foley maintained.

                        About Circuit City

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or215/945-7000).


CIRCUIT CITY: Park National Bought Claims in September
------------------------------------------------------
The Bankruptcy Clerk recorded claims against Circuit City Stores
Inc. that changed hands in September 2009:

                                           Claim       Amount
Transferor           Transferee           Number    Transferred
----------           ----------           ------    -----------
eReplacements        Media Solutions         319        189,484
                        Holdings, LLC

eReplacements        Media Solutions        1078        127,681
                        Holdings, LLC

Funai Service        United States Debt     1028          1,036
   Corporation          Recovery LLC

Manufacturers and    Park National Bank     8079        353,043
   Traders Trust
   Company, as
   Trustee

Manufacturers and    Park National Bank     8618        381,457
   Traders Trust
   Company, as
   Trustee

Manufacturers and    Park National Bank    12594        688,156
   Traders Trust
   Company, as
   Trustee

Manufacturers and    Park National Bank    12600      1,097,137
   Traders Trust
   Company, as
   Trustee

Manufacturers and    Park National Bank    12615        688,156
   Traders Trust
   Company, as
   Trustee

Manufacturers and    Park National Bank    12727      1,097,137
   Traders Trust
   Company, as
   Trustee

Signature Home       United States Debt    13210         17,548
   Furnishings          Recovery LLC
   Marco Lin

WEC 96D Appleton-1   Bank of America, as    7953             --
   Investment Trust     trustee for the     12573             --
                        registered holders  13751             --
                        of GMAC Commercial
                        Mortgage
                        Securities, Inc.,
                        Mortgage Pass-
                        Through
                        Certificates,
                        Series 1998-C2

WEC 96D Appleton-2   Bank of America, as    7950             --
   Investment Trust     trustee for the     12911             --
                        registered holders
                        of GMAC Commercial
                        Mortgage
                        Securities, Inc.,
                        Mortgage Pass-
                        Through
                        Certificates,
                        Series 1998-C2

                        About Circuit City

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or215/945-7000).


CIRCUIT CITY: Sirius XM Says Debtor Breached Distribution Pact
--------------------------------------------------------------
To recall, Circuit City Stores Inc. sued Sirius XM Radio Inc.
before the Bankruptcy Court, seeking a disallowance of the Sirius'
claims and turnover of property.

Sirius XM did not file a proof of claim by the Jan. 30, 2009
prepetition claims bar date. However, it filed an administrative
claim against the Debtors.

Sirius XM is the successor by merger of XM Satellite Radio Inc.,
and Sirius Satellite Radio Inc.  On April 1, 2007, the Debtors and
XM Satellite entered into an XM Sales and Marketing Agreement.  On
May 29, 2008, the Debtors and Sirius Satellite entered into a
Retail Distribution Agreement.  They are also parties to several
advertising agreements.  Pursuant to the Sirius XM Contracts,
Sirius XM was obligated to remit to the Debtors, and the Debtors
were entitled to payment from Sirius XM, for activation
commissions and receivables.

According to Mr. Foley, the Debtors performed these services and
demanded payment.  As of August 24, 2009, Sirius XM is indebted
to the Debtors for an aggregate of $7,105,868.  Circuit City sued
Sirius for, among other things, breach of contract on due to its
failure to pay the Unpaid Obligations.

                        Sirius XM Answers

Sirius XM Radio Inc., denies the allegations in Circuit City
Stores, Inc.'s Complaint.  Sirius XM is not a party to the XM
Contract and does not have sufficient information regarding the XM
Contract, Christopher L. Perkins, Esq., at LECLAIR RYAN, A
Professional Corporation, in Richmond, Virginia, told the Court.

Mr. Perkins asserted that the Complaint failed to state facts
sufficient to constitute a cause of action upon which relief can
be granted.  He added that Circuit City is precluded from
recovering costs or attorneys' fees in whole or in part under
applicable law because the Debtor fails to allege facts or causes
of action sufficient to allow recovery of costs or attorneys' fees
against Sirius XM.

Sirius XM has suffered damages on account of Circuit City's
breaches of the Retail Distribution Agreement and, therefore,
Sirius XM has no liability to the Debtor due to the doctrines of
set-off and recoupment, Mr. Perkins said.

Sirius XM reserves the right to assert additional defenses that
become available or apparent during discovery and to amend its
Answer.

Sirius XM also asserts a counterclaim for breach of contract
against Circuit City.

Mr. Perkins argues that Circuit City failed to provide numerous
postpetition services to Sirius XM under the terms of the Retail
Distribution Agreement and committed numerous breaches of the
Agreement.  Sirius XM is in the process of fully analyzing Circuit
City's breaches of the Retail Distribution Agreement and
calculating the damages and lost profits that it suffered from
such breaches, he says.

Sirius XM asks the Court:

   (a) with respect to the Complaint, that Circuit City's claims
       be dismissed with prejudice and that the Debtor take
       nothing on the Complaint;

   (b) with respect to the Counterclaim for Breach of Contracts,
       that it be entitled to damages in an amount to be
       determined at trial;

   (c) to the extent that it is determined that Sirius XM's
       damages do not exceed any damages or claims of Circuit
       City, that Sirius XM be permitted to exercise its rights
       of recoupment with respect to the damages; and

   (d) for an award of costs and attorneys' fees in its favor.

                        About Circuit City

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or215/945-7000).


CIT GROUP: Inks Supplemental Indentures with BoNY Mellon
--------------------------------------------------------
CIT Group Inc., its guarantor affiliates, and The Bank of New York
Mellon, as trustee, on October 1, 2009, entered into these
supplemental indentures:

     -- First Supplemental Indenture, dated as of October 1, 2009,
        to the indenture, dated as of August 26, 2002, between the
        Company, The Bank of New York Mellon (as successor to J.P.
        Morgan Trust Company, National Association, as successor
        to Bank One Trust Company, N.A.), as trustee, and The Bank
        of New York Mellon (as successor to Bank One, N.A., London
        Branch), as London paying agent and London calculation
        agent

        See http://ResearchArchives.com/t/s?46ab

     -- First Supplemental Indenture, dated as of October 1, 2009,
        to the indenture, dated as of October 29, 2004, between
        the Company and The Bank of New York Mellon (as successor
        to J.P. Morgan Trust Company, National Association), as
        trustee

        See http://ResearchArchives.com/t/s?46ac

     -- Third Supplemental Indenture, dated as of October 1, 2009,
        to the indenture, dated as of January 20, 2006, between
        the Company and The Bank of New York Mellon (as successor
        to JPMorgan Chase Bank, N.A), as trustee (as supplemented
        by the first supplemental indenture, dated as of
        February 13, 2007 and second supplemental indenture, dated
        as of October 23, 2007)

        See http://ResearchArchives.com/t/s?46ad

     -- Third Supplemental Indenture, dated as of October 1, 2009,
        to the indenture, dated as of January 20, 2006, between
        the Company and The Bank of New York Mellon (as successor
        to JPMorgan Chase Bank, N.A.), as trustee (as supplemented
        by the first supplemental indenture, dated January 31,
        2007 and the second supplemental indenture, dated as of
        December 24, 2008)

        See http://ResearchArchives.com/t/s?46ae

     -- Fourth Supplemental Indenture, dated as of October 1,
        2009, to the indenture, dated as of June 2, 2006, between
        the Company, The Bank of New York Mellon (as successor to
        JPMorgan Chase Bank, N.A.), as trustee, and The Bank of
        New York Mellon (as successor to JPMorgan Chase Bank,
        N.A., London branch), as issuing and paying agent,
        calculation agent and authenticating agent (as
        supplemented by the first supplemental indenture, dated as
        of February 27, 2007, the second supplemental indenture,
        dated as of March 1, 2007 and the third supplemental
        indenture, dated as of March 1, 2007)

        See http://ResearchArchives.com/t/s?46af

     -- Fourth Supplemental Indenture, dated as of October 1,
        2009, to the indenture, dated as of September 24, 1998,
        between the Company and The Bank of New York (as successor
        to JPMorgan Chase Bank, N.A.) as trustee (as supplemented
        by the first supplemental indenture, dated as of June 1,
        2001, the second supplemental indenture dated as of
        February 14, 2002 and third supplemental indenture dated
        as of July 2, 2002)

        See http://ResearchArchives.com/t/s?46b0

On October 1, 2009, CIT Group Funding Company of Delaware LLC, the
Company, as a guarantor, the Guarantors and The Bank of New York
Mellon, as trustee, entered into these supplemental indentures:

     -- First Supplemental Indenture, dated as of October 1, 2009,
        to the indenture, dated as of November 1, 2006, among the
        Company, as issuer, CIT Group Inc., as guarantor, and The
        Bank of New York, as trustee

        See http://ResearchArchives.com/t/s?46b1

     -- First Supplemental Indenture, dated as of October 1, 2009,
        to the indenture, dated as of May 31, 2005, among the
        Company, as issuer, CIT Group Inc. as a guarantor, and The
        Bank of New York Mellon (as successor to JPMorgan Chase
        Bank), as trustee

        See http://ResearchArchives.com/t/s?46b2

Under each of the supplemental indentures, the notes that became
subject to the Company's and Delaware Funding's current exchange
offers, and that were issued under the indentures being
supplemented, were provided guarantees of the principal, premium,
if any, and interest on the Notes, and other monetary obligations
under the indentures, by all of the Company's current domestic
wholly owned subsidiaries, with the exception of Delaware Funding,
CIT Bank and other regulated subsidiaries, special purpose
entities and immaterial subsidiaries.  Each of the guarantees
relates to all Notes issued under the indenture being
supplemented.  The maximum aggregate liability of each Guarantor
under each of these guarantees is limited to an aggregate of
$50,000.  The guarantees are subordinate to senior indebtedness as
defined in the amended indentures.

The Company, certain of its subsidiaries, Barclays Bank PLC, as
administrative agent, and the Requisite Lenders as set forth in
the amendment, entered into the Third Amendment to the Amended and
Restated Credit and Guaranty Agreement, which became effective on
October 1, 2009, to permit certain subsidiaries of the Company to
provide the guarantees.

A full-text copy of the Barclays credit agreement is available at
no charge at http://ResearchArchives.com/t/s?46b3

                        Restructuring Plan

CIT Group, on July 29, 2009, entered into a credit agreement,
with Barclays Bank PLC, as administrative agent and collateral
agent, and the lenders party thereto, for loans of up to
$3 billion.  In connection with the credit agreement, CIT Group
was required to adopt a restructuring plan acceptable by lenders
starting October 1, 2009.

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

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.


CITIGROUP INC: Discloses Equity Stake in Various Companies
----------------------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.
disclosed that they:

     -- no longer hold shares of Key Tronic Corporation common
        stock;

     -- hold 421 shares or roughly 0% of the common stock of
        RF Industries, Ltd;

     -- no longer hold Auction Rate Preferred Securities of
        Nuveen Multi-Strategy Income & Growth Fund 2;

     -- no longer hold  Auction Rate Preferred Securities of
        Nuveen Floating Rate Income Opportunity Fund;

     -- hold 801,465 shares or roughly 1.7% of the common stock
        of Medis Technologies Ltd.; and

     -- hold 17,611 shares or roughly 0% of the common stock of
        Six Flags, Inc.

CFP is the sole stockholder of CGM.  CGM Holdings is the sole
stockholder of CFP.  Citigroup is the sole stockholder of CGM
Holdings.

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

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

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

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


CITIGROUP INC: Files October Investments Offerings Brochure
-----------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
the CitiFirst Structured Investments Offerings Brochure for
October 2009.

The Offerings are:

     -- CitiFirst Protection Investments

        * 2% Minimum Coupon Principal Protected Notes Based Upon
          the Russell 2000(R) Index
        * Principal Protected Notes Based Upon a Basket of
          Currencies

     -- CitiFirst Performance Investments

        * ELKS(R) Based Upon Wells Fargo & Company
        * ELKS(R) Based Upon Schlumberger Limited
        * Buffer Notes Based Upon the Dow Jones Industrial
          AverageSM

     -- CitiFirst Opportunity Investments

        * Global Recovery PLUSSM Based on the Performance of a
          Basket Composed of Equity and Commodity Exchange Traded
          Funds and Bond Indices

A full-text copy of the October brochure is available at no charge
at http://ResearchArchives.com/t/s?469b

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

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

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

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


CITIGROUP INC: To 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.


CITIGROUP INC: To Accept Finra Fine in Tax-Linked Stock Deals
-------------------------------------------------------------
David Scheer at Bloomberg News reports that Citigroup Inc. will
pay $600,000 to settle a regulator's claims that it inadequately
supervised transactions that helped international customers avoid
U.S. taxes on stock dividends, according to a person familiar with
the matter.

According to the report, investigators at the Financial Industry
Regulatory Authority, which polices almost 4,800 U.S. firms, found
Citigroup Global Markets failed to supervise the system of trades
and swap contracts and inadequately monitored certain
communications, the person said, declining to be identified
because the matter isn't public.

Bloomberg recounts that a U.S. Senate inquiry last year found that
Wall Street firms concocted derivatives and stock-loan deals to
help clients including international hedge funds avoid hundreds of
millions of dollars in taxes.  Citigroup, aware the Internal
Revenue Service might deem its transactions improper, voluntarily
disclosed them and paid $24 million in taxes for 2003 through
2005, the Senate's Permanent Subcommittee on Investigations said
in a report released in September of 2008.

Under the system, an overseas client typically sold U.S. shares to
Citigroup before dividends were paid, then later received an
amount similar to the dividend through a derivative contract,
according to the person familiar with Finra's findings.  Citigroup
initially lacked written procedures to oversee the system, and
after the firm adopted a policy, employees didn't always follow
it, the person said.

                       About Citigroup Inc.

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.


CITY OF SAN DIEGO: Budget Deficit May Rise $22-Mil. Next Year
-------------------------------------------------------------
Joe Britton at City News Service reports that the San Diego City
Council's Independent Budget Analyst Andrea Tevlin said that the
city's budget deficit next fiscal year could be as much as
$22 million higher than the $179 million projected by Mayor Jerry
Sanders.  City News Service relates that Mayor Sanders' five-year
financial outlook anticipates annual budget deficits in excess of
$130 million through 2015.  According to City News Service,
Independent Budget Analyst Andrea Tevlin said that the city's
financial situation is dire and few options are available to solve
the problem.  City News Service states that Mayor Sanders said
that San Diego's budget deficit in fiscal year 2011, which begins
on July 1, will be $179 million, due to dropping tax revenues and
rising pension costs, but Mr. Tevlin disputed the mayor's property
and hotel tax revenue projections, saying that the shortfall would
be more like $201 million.


CLEM CARINALLI: Creditors Meeting Set for Nov. 6
------------------------------------------------
Nathan Halverson at The Press Democrat reports that a meeting of
Clem Carinalli's creditors is set for November 6 Odd Fellows Hall,
545 Pacific Ave., in Santa Rosa.  According to The Press Democrat,
dozens of Mr. Carinalli's lenders attended a closed-door meeting
on Thursday where they took the first step to creating the panel
that will play a vital oversight role in the bankruptcy of the
county's largest individual landowner.  The Press Democrat relates
that North Coast Bank President Raymond Byrne said after the
meeting that banks want the matter resolved more quickly to
appease shareholders, which would likely mean selling off Mr.
Carinalli's real estate holdings in the near future and writing
off any unpaid debt.

The U.S. Bankruptcy Judge Alan Jaroslovsky converted the Chapter 7
liquidation case of Clem Carinalli and his wife, Ann Marie, into
Chapter 11 reorganization, at the behest of the Debtors.  As
reported by the TCR on September 17, 2009, a group of investors
claiming that they are owed almost $1 million by Mr. Carinalli
filed a petition to force him into Chapter 7 bankruptcy in the
U.S. Bankruptcy Court in Santa Rosa.  Mr. Carinalli owes creditors
some $150 million.  Exchange Bank President William Schrader said
that the involuntary bankruptcy could delay loan payments to the
bank and other institutions.  Mr. Carinalli said that he was
hoping to avert bankruptcy and instead negotiate privately with
investors, as that would increase the odds of paying creditors
back.  Mr. Carinalli hired debt restructuring consultant Steve
Huntley to negotiate with creditors.


CONTINENTAL ALLOYS: S&P Retains Developing Watch on 'CCC' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Continental Alloys & Services Inc., including the 'CCC' corporate
credit rating, remain on CreditWatch, where they were placed on
June 18, 2009, with developing implications.  This means the
rating could be raised or lowered following the completion of
S&P's analysis.

"We are keeping the ratings on CreditWatch to reflect S&P's
ongoing concern regarding Continental's ability to comply with the
financial covenants governing its existing bank credit facility,"
explained Standard & Poor's credit analyst Sherwin Branford.
Specifically, the company is required to maintain total debt to
EBITDA at less than 3x for the life of the facility.  However, as
of Sept. 30, 2009, S&P estimates that leverage was well in excess
of that level, resulting in the need for the company to negotiate
a temporary waiver from its lending group while it negotiates
amendments to the agreement.  Weakness in natural gas drilling
activity, combined with lower steel prices, have significantly
reduced the company's volumes and gross margins.

In resolving the CreditWatch status of the ratings, which S&P
expects to occur over the next few months, S&P will monitor the
company's ability to remain in compliance with its financial
covenants -- either through negotiations with its lending group
regarding an amendment to the existing agreement or its ability to
reduce debt balances.  S&P could take an unfavorable ratings
action if the company is not able to remain in compliance with its
covenants, leading to a default under the credit agreement.  There
is potential for an upgrade if, in S&P's view, the company will be
able to remain in compliance with its covenants in the near to
intermediate term, either through an amendment or significantly
reduced debt balances, as operating performance will likely remain
challenged during the next several quarters.


COOPER-STANDARD: Court OKs FTI as Fin'l Advisor to Committee
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Cooper-Standard
Holdings Inc. to retain FTI Consulting Inc. to provide
financial advisory services, effective Aug. 13, 2009.

In a September 30 order, the Court held that the Debtors have no
obligation to indemnify FTI for any claim or expense for a
contractual dispute in which the Debtors allege the material
breach of FTI's contractual obligations unless the Court
determines that indemnification, contribution or reimbursement
would be permissible.

The U.S. Trustee has the right to object to FTI's monthly fees
and the completion fee, according to the court order.

"The services of FTI are deemed necessary to enable the Committee
to assess and monitor the efforts of the Debtors and their
professional advisors to maximize the value of their
estates and to reorganize successfully," says Patrick Healy of
Wilmington Trust Company, chair of the Creditors Committee.

As financial adviser of the Creditors Committee, FTI Consulting
is tasked to:

  (1) assist in assessing and monitoring the Debtors' short-term
      cash flow, liquidity, prepetition claim payments and
      operating results;

  (2) assist in reviewing issues including payments to key
      suppliers and reclamation claims, in reviewing the
      Debtors' corporate structure and in analyzing inter-
      company transactions;

  (3) assist in evaluating employee-related issues and motions;

  (4) assist in reviewing tax issues about claims or stock
      trading, preservation of net operating losses, plans of
      reorganization, and asset sales;

  (5) assist in reviewing the Debtors' business plan, claims
      reconciliation process and estimation;

  (6) assist in valuating business and in reviewing capital
      structure alternatives;

  (7) assist in reviewing chapter 11 plan of reorganization and
      disclosure statement, and in reviewing or preparing
      information and analyses necessary for the confirmation of
      that plan;

  (8) assist in evaluating and analyzing avoidance actions,
      including fraudulent conveyances and preferential
      transfers; and

  (9) attend meetings of Debtors, potential investors, banks,
      other secured lenders, the Creditors Committee and other
      concerned parties.

In return for its services, FTI Consulting will be paid $250,000
per month for the first three months, $200,000 per month for the
next six months, $150,000 per month thereafter and a completion
fee of $2.5 million.  The completion fee will be paid to the firm
upon confirmation of a Chapter 11 plan of reorganization or
liquidation, and the sale of most of the Debtors' assets.

FTI Consulting will also be reimbursed of its expenses and will
be indemnified for claims resulting from or in connection with
its retention.

Michael Eisenband, senior managing director of FTI Consulting,
assures the Court that his firm is eligible to represent the
Creditors Committee because it does not represent any other
entity having an interest adverse to the panel in connection with
the Debtors' bankruptcy cases.

                       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: Files Bankruptcy Rule 2015.3 Reports
-----------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors filed in
Court a report on the value, operations and profitability of
those companies in which they hold a substantial or controlling
interest as of June 30, 2009, as required by Rule 2015.3 of the
Federal Rules of Bankruptcy Procedure.

Allen Campbell, chief financial officer of CS Holdings, reported
that the Debtors' estates hold 20% interest or more in these
companies:
                                              Interest of
Companies                                      the Estate
---------                                     -----------
Cooper-Standard Automotive Canada Ltd.            100%

Cooper-Standard Automotive Sealing de
  Mexico S.A. de C.V.                              80%

Cooper-Standard Automotive Services
  S.A. de C.Y.                                   99.99%

Coopermex, S.A. de C.Y. 99.99% 4

Cooper-Standard Automotive de Mexico             99.99%
  S.A. de C.Y.

Manufacturera El Jarudo, S. de R.L. de C.Y.      99.99%

Cooper-Standard Automotive de Mexico Fluid
  Services, S. de R.L. de C.Y.                   99.97%

Cooper-Standard Automotive Fluid Systems de
  Mexico, S. de R.L. de C.Y.                     99.97%

Cooper-Standard Automotive FHS, SA de c.y.        99.8%

Cooper-Standard Automotive Japan KK                100%

Cooper-Standard Automotive Korea Inc.              100%

Cooper-Standard Services Korea, Inc.               100%

Cooper-Standard (Suzhou) Automotive Co., Ltd.      100%

Metzeler Automotive Profiles India Private Ltd.     74%

Cooper-Standard Automotive India Private Ltd.    99.99%

Cooper-Standard Automotive HIS (Australia)         100%
  Pty. Ltd

Cooper-Standard Automotive Brasil Sealing Ltda.    100%

Cooper-Standard Automotive Brasil Fluid          69.02%
  Systems Ltda.

Itatiaia Standard Industrial Ltda.               54.71%

SPB Comercio e Participacoes Ltda.                 100%

Cooper-Standard Automotive France SAS             81.0%

Cooper-Standard Automotive Polska Sp. z 0.0.       100%

Cooper-Standard Automotive UK Sealing Ltd.         100%

Cooper-Standard Automotive FHS Ceska              99.9%
  republika S.r.O.

CSA International Holdings CV                   99.995%

Guyoung Technology Co. Ltd.                      20.23%

Nishikawa Standard Company LLC                      50%

The Debtors also filed in Court financial statements for some of
the companies held by the Debtors, a copy of which is available
for free at http://bankrupt.com/misc/CooperRule2015.3June30.pdf

            CS Holdings Wants Rule 2015.3(a) Reports
                  for Joint Ventures Sealed

Cooper-Standard Holdings Inc. and its affiliated debtors seek
court approval to file under seal reports of financial
information about the joint ventures where they hold controlling
or substantial interests pursuant to Rule 2015.3(a) of the
Federal Rules of Bankruptcy Procedure.

The move came after the U.S. Bankruptcy Court for the District of
Delaware issued an order, authorizing the Debtors to file until
October 5, 2009, their financial reports on companies where they
hold a controlling or substantial interest.

The Debtors directly own equity interests in 26 non-debtor
affiliates, four of which are joint ventures.  They own at least
50% interest in three of these four joint ventures.

"The information required by Bankruptcy Rule 2015.3(a) with
respect to the joint ventures is highly confidential and
commercially sensitive such that its disclosure will harm the
Debtors' operations," says the Debtors' counsel, Drew Sloan,
Esq., at Richards Layton & Finger P.A., in Wilmington, Delaware.

Mr. Sloan says disclosure of the information would also harm the
Debtors' business relationship with their partners since the
joint ventures are governed by agreements that require the
Debtors to keep "highly sensitive commercial information"
strictly confidential.

The Debtors also seek court approval to file under seal their
financial reports about the joint ventures until October 30,
2009.

The hearing to consider approval of the Debtors' request is
scheduled for October 27, 2009.  Creditors and other concerned
parties have until October 20, 2009, to file their objections.

                       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: Gets Nod to Employ Foley as Special Counsel
------------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors obtained
approval of the U.S. Bankruptcy Court for the District of Delaware
to employ Foley & Lardner LLP as their special counsel effective
August 3, 2009.

The Debtors seek to employ Foley as special counsel in
coordination with their general bankruptcy counsel, Fried Frank
Harris Shriver & Jacobson LLP because of the firm's extensive
experience in automotive industry restructurings, according to
Chun Jang, Esq., at Richards Layton & Finger P.A., in Wilmington,
Delaware.

"Foley also has significant knowledge of the Debtors' operations
and legal issues, having represented the Debtors in numerous
legal matters over the last several years in nearly all aspects
of their businesses," Mr. Jang further says.

As the Debtors' special counsel, Foley is tasked to handle
automotive-related issues including supplier or customer-related
issues, and other matters with respect to which the firm has
previously been involved.

Foley will be paid for its services based on the firm's hourly
rates and will also be reimbursed of its expenses.  The
professionals at the firm who are expected to provide legal
assistance to the Debtors and their hourly rates are:

  Professionals           Title         Hourly Rate
  -------------           -----         -----------
  Judy O'Neill            Partner          $675
  Steven Hilfinger        Partner          $625
  Ann Marie Uetz          Partner          $560
  John Simon              Senior Counsel   $560
  Ryan Bewersdorf         Associate        $465
  Omar Lucia              Associate        $340
  Adam Wienner            Associate        $345
  Veronica Crabtree       Paralegal        $195

Ms. Uetz assures the Court that her firm does not hold or
represent any interest adverse to the Debtors or their  estates,
and that the firm is a "disinterested person" as that term is
defined under Section 101(14) of the Bankruptcy Code.

                       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)


CUNNINGHAM BROADCASTING: MOU Allows Termination of Sinclair LMAs
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a non-binding
memorandum of understanding with Cunningham Broadcasting
Corporation, its local marketing agreement partner in six markets.
As of June 30, 2009, Cunningham's stations provided Sinclair with
approximately $70.0 million of annual total revenue.

Sinclair notes Cunningham is currently facing significant
financial and economic challenges.  On June 5, 2009, the
administrative agent under Cunningham's bank credit facility
declared an event of default under the facility for failure to
timely deliver certain annual financial statements as required.
As of such date, a rate of interest of LIBOR plus 5%, which rate
includes a 2% default rate of interest, has been instituted on all
outstanding borrowings under the Cunningham bank credit facility.

On June 30, 2009, the default was waived and the termination date
of the Cunningham bank credit facility was extended to July 31,
2009, subject to certain conditions, including maintaining the
default interest rate.

On July 31, 2009, the Cunningham bank credit facility was further
extended to October 30, 2009.  The extension requires that
Cunningham make $200,000 principal payments on its term loan
facility as of the first day of each of August, September and
October with the balance due on October 30, 2009.  To delay or
avoid any potential bankruptcy of Cunningham, the lenders under
Cunningham's existing credit facility have indicated their
willingness to replace such credit facility with a new credit
facility, which is conditioned upon Cunningham's demonstration
that it can repay the outstanding principal balance due under the
facility within three years.  As a result, Cunningham asked
Sinclair to restructure certain of its arrangements with Sinclair,
including the LMAs, which negotiations led to the execution of the
MOU.

Under the terms of the MOU, upon the consummation of the tender
offers by Sinclair Television Group, Inc. for any and all of
Sinclair's outstanding 3.0% Convertible Senior Notes due 2027 and
4.875% Convertible Senior Notes due 2018 and the related
financing, the following arrangements between Cunningham and
Sinclair would be amended and restated and become effective:

     (i) the LMAs,
    (ii) option agreements to acquire Cunningham stock, and
   (iii) certain acquisition or merger agreements relating to
         television stations owned by Cunningham.

If the LMAs and other agreements are amended and restated pursuant
to the MOU, they will have these material revised terms:

     -- Cunningham will have the right to terminate the LMAs and
        the other agreements upon a "change of control" of
        Sinclair, which will occur if the Smith brothers no longer
        own or control at least 51% of the voting power of
        Sinclair;

     -- If Cunningham files for bankruptcy protection under
        Chapter 11 of the United States Bankruptcy Code, it will
        not seek to reject the LMAs or the other agreements in a
        bankruptcy proceeding until such time as the parties to
        the MOU have had a reasonable time to negotiate, in good
        faith, mutually agreeable amendments to such LMAs or other
        agreements;

     -- The LMAs and the other agreements will terminate on
        July 1, 2016, provided that Sinclair will have three
        options to extend the term, each option for an additional
        five-year term;

     -- In consideration of the new terms of the LMAs and other
        agreements and the extension options, beginning January 1,
        2010, and ending on July 1, 2012, Sinclair will be
        obligated to pay Cunningham the sum of approximately
        $29.1 million in 10 quarterly installments of
        $2.75 million and one quarterly payment of approximately
        $1.6 million, which amounts will be used to pay off
        Cunningham's bank credit facility and which amounts will
        be credited toward the purchase price for each Cunningham
        Station, in accordance with a specified allocation, that
        is acquired by Sinclair pursuant to any of the option,
        acquisition or merger agreements or Cunningham's put
        option applicable to such Cunningham Station -- Purchase
        Price Credit Payments.  An additional $3.9 million,
        approximately, will be paid in two installments on July 1,
        2012, and October 1, 2012, as an additional LMA fee, in
        addition to the LMA Fee.  Notwithstanding, if Cunningham
        seeks to terminate the LMAs or the other agreements,
        including in connection with a change in control, then
        Sinclair will have the right to assign the LMAs or the
        other agreements being terminated to a third party or
        parties.  Upon such termination by Cunningham any
        remaining obligation of Sinclair to pay the amounts
        indicated will be terminated.  The aggregate purchase
        price of the television stations, $78.5 million as of
        September 30, 2009, will be decreased by each Purchase
        Price Credit Payment as it is paid, but, subject to
        certain terms, will be increased by 6% annually;

     -- Beginning on October 1, 2012, and continuing thereafter
        during the terms of the LMAs (or any extensions thereto),
        Sinclair will be obligated to pay Cunningham an annual LMA
        fee for the television stations equal to the greater of
        (i) 3% of each station's annual net broadcast revenue and
        (ii) $5.0 million (reduced proportionally if one or more
        stations are purchased by Sinclair).  The LMA Fee will be
        subject to cost-of-living increases every five years
        during the LMA term or any extension thereof.  The LMA Fee
        will be allocated as follows: (i) a portion equal to 6% of
        the aggregate purchase price of the television stations
        will be allocated to the payment of interest on the
        remaining portion of the aggregate purchase price; and
        (ii) the remainder as a fee to Cunningham for services
        provided under the LMAs.  After the $29.1 million payable
        to Cunningham is paid in full, and as long as the LMA Fee
        is paid each year, the aggregate purchase price will no
        longer increase because the 6% interest due on the
        aggregate purchase price will be paid in full each year as
        indicated;

     -- Cunningham will have a put option, under which Cunningham
        may require Sinclair to purchase the television stations
        on July 1, 2016, which is the termination date of the
        initial term of the LMAs or at the expiration of any
        renewal term. Sinclair may assign its obligation to
        purchase the television stations to a third party in the
        event that it cannot acquire the television stations as a
        result of Federal Communications Commission rules or for
        any other reason. If Cunningham exercises its put option,
        the purchase price for the Cunningham Station(s) acquired
        will be the lesser of (i) the portion of the aggregate
        purchase price in effect at such time allocable to such
        Cunningham Station(s) and (ii) the appraised fair market
        value of such Cunningham Station(s);

     -- The prices under the existing options to purchase
        Cunningham stock will be adjusted to make them consistent
        with the purchase prices and terms contained in the
        amended and restated acquisition agreements.  In addition,
        in lieu of acquiring the assets of any of the Cunningham
        Stations under the acquisition agreements, Sinclair will
        have an option to acquire for cash all of the issued and
        outstanding stock of each subsidiary of Cunningham, on
        terms and conditions substantially similar in all material
        respects to the amended and restated option agreements.
        In the event Sinclair determines to acquire any of the
        Cunningham Stations under any of the acquisition or merger
        agreements, Cunningham may cause Sinclair to acquire the
        stock of the Cunningham subsidiary or subsidiaries that
        hold the Cunningham Station rather than the assets of the
        Cunningham Station pursuant to the acquisition or merger
        agreement and may require the price to be paid in cash
        rather than Sinclair stock.  In addition, the acquisition
        and merger agreements will be subject to a financing
        condition;

     -- Cunningham will be obligated to pay liquidated damages to
        Sinclair if Cunningham terminates any of the option,
        acquisition or merger agreements for any reason other than
        a termination resulting from the exercise of Cunningham's
        put option or Sinclair's material breach, act or omission.
        The liquidated damages will be in an amount equal to the
        sum of all Purchase Price Credit Payments made by Sinclair
        to Cunningham that have decreased the aggregate purchase
        price of the Cunningham Stations plus the additional LMA
        fee payments, not to exceed $33.0 million in the
        aggregate;

     -- During the period that the Convertible Notes (or any notes
        issued to refinance the Convertible Notes) are
        outstanding, Sinclair will have consent rights (which
        consent may not be unreasonably withheld or delayed) over
        Cunningham's future borrowings, with the exception of (i)
        borrowings for the acquisition by Cunningham of certain
        television stations for which Sinclair has freely
        assignable purchase option agreements that it cannot
        currently exercise; and (ii) any amounts totaling less
        than $10.0 million in the aggregate; and

     -- Cunningham will purchase, upon Sinclair's request,
        Sinclair's options to purchase five television stations
        currently operated by Sinclair under LMAs with other LMA
        partners, for a purchase price of $100 per station.  Once
        such options are purchased, Cunningham will be obligated
        to immediately exercise the rights to acquire such
        television stations, to the extent financing is available
        on reasonable terms and conditions and subject to FCC
        approval. Immediately following Cunningham's acquisition
        of these stations, Cunningham will enter into amended LMAs
        with Sinclair for each such television station, whereby
        Sinclair will pay the operating cost of each such station,
        plus an amount equal to the interest paid by Cunningham to
        its lender(s) on borrowed funds for Cunningham's
        acquisition of the stations, plus $400,000 per year per
        station. Sinclair will have the option to acquire each of
        the television stations for an amount equal to the amount
        paid by Cunningham for such station.

The amendments and restatements to the LMAs and other agreements
require the consent of the lenders under Cunningham's bank credit
facility and the lenders under our bank credit facility.  While
these lenders have been provided the MOU and have expressed verbal
support for the terms thereunder, formal written approval has not
yet been obtained.

There is no assurance that the parties to the MOU will succeed in
negotiating amended and restated LMAs and other agreements on the
terms set forth or that the lenders will consent to the amended
and restated LMAs and other agreements.  In the event the LMAs and
option, acquisition and merger agreements are not amended and
restated pursuant to the MOU, Cunningham may be forced to file for
protection under Chapter 11 of the Bankruptcy Code.

Sinclair's bank credit agreement contains certain cross-default
provisions with respect to Cunningham, pursuant to which a default
would be caused by the institution of insolvency or similar
proceedings, whether voluntary or involuntary, with respect to
Cunningham.  If Cunningham is unable to avoid bankruptcy, Sinclair
would need to negotiate with the lenders under the Bank Credit
Agreement to avoid any default and acceleration thereunder.  Any
amendment to, or waiver of a default under, the Bank Credit
Agreement would likely be on terms less favorable to Sinclair than
the current terms.  Furthermore, if Cunningham or any of its
subsidiaries were to declare bankruptcy, Cunningham or such
subsidiary could seek to reject some or all of Sinclair's LMAs or
other agreements with Cunningham and its subsidiaries  If the
bankruptcy court overseeing a Cunningham bankruptcy authorized a
rejection of the LMAs or other agreements Sinclair would
experience a material reduction in revenues and current rules and
regulations of the FCC would not permit Sinclair thereafter to
enter into new LMAs or other agreements with Cunningham or a
successor to Cunningham on equivalent terms.

                   About Cunningham Broadcasting

Cunningham Broadcasting Corporation is the owner-operator and FCC
licensee of WNUV-TV, Baltimore, Maryland; WRGT-TV, Dayton, Ohio;
WVAH-TV, Charleston, West Virginia; WTAT-TV, Charleston, South
Carolina; WMYA-TV (formerly WBSC-TV), Anderson, South Carolina;
and WTTE-TV.

                  About Sinclair Broadcast Group

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
approximately 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT and CW affiliates.

As of June 30, 2009, the Company had $1.60 billion in total assets
and $1.75 billion in total liabilities.

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


DAZLBET PARTNERS LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Dazlbet Partners, LLC
        3004 53rd Ave. E.
        Bradenton, FL 34203

Case No.: 09-22876

Type of Business: The Debtor operates an agricultural and farming
                  business.

Chapter 11 Petition Date: October 8, 2009

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

Debtor's Counsel: Bernard J. Morse, Esq.
                  Morse & Gomez PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  Email: chipmorse@morsegomez.com

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

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

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


DECODE GENETICS: Increases Secured Promissory Note to $2.8MM
------------------------------------------------------------
deCODE genetics, Inc., reports that on October 1, 2009, the
secured promissory note dated September 11, 2009, among deCODE
genetics, MediChem Life Sciences, Inc., deCODE Biostructures, Inc.
and Saga Investments LLC, as amended on September 25, was further
amended to increase the principal amount thereof to $2,870,000.
All other terms of the note remain in place.

As reported by the Troubled Company Reporter, on September 25,
2009, the secured promissory note dated September 11, among decode
genetics, MediChem Life Sciences, deCODE Biostructures, and Saga
Investments was amended to increase the principal amount thereof
to $1,870,000.

On September 24, 2009, to conserve its financial resources, deCODE
genetics committed to the closing of its facility in Woodridge,
Illinois.  As part of the closure, deCODE eliminated roughly 60
positions, effective principally from September 25.  Remaining
operations are expected to cease as soon as practical.

deCODE estimates that it in connection with the closure of, and
winding down of operations at, the facility, it will incur cash
expenditures of roughly $580,000 in employee-related costs,
$150,000 in chemical disposal costs, $150,000 in utility costs,
and $460,000 in contract termination fees.

deCODE estimates that it will incur a total of roughly $1,500,000
in cash expenditures connection with the closure of the facility
and the winding down of operations.

Closure of the Woodridge facility has resulted in a default by
deCODE's subsidiary, deCODE Chemistry, Inc., under its lease for
the facility and the draw by the landlord under such lease on the
$5,000,000 letter of credit securing the lease.  The amount of
additional charges that deCODE may incur under generally accepted
accounting principles in connection with such default and draw
will depend, in part, on actions to be taken by the landlord under
the lease.  Accordingly, deCODE cannot at this time estimate the
total charges.  However, it does not expect that the total cost
will result in future cash expenditures other than those set
forth.

                        Going Concern Doubt

deCODE genetics' balance sheet at June 30, 2009, showed total
assets of $69.85 million and total liabilities of $313.92 million,
resulting in a stockholders' deficit of $244.07 million.  As of
June 30, 2009, the Company had cash and cash equivalents of
$3.80 million, compared to $3.70 million at Dec. 31, 2008.  In
early 2009 deCODE sold its ARS for $11.3 million in cash, and in
April it signed licensing agreements with Celera Corporation under
which it received an upfront payment and will receive royalties on
sales of Celera testing products and services incorporating deCODE
genetic risk markers.  deCODE states it has sufficient resources
to fund operations only into the latter half of the third quarter.
The Company is simultaneously pursuing several options to ensure
sufficient funding to take it to the execution of strategic
options that can support the near- and longer-term viability of
our core business.  Regardless, deCODE's planned operations
require immediate additional liquidity substantially in excess of
the amounts, raising substantial doubt about deCODE's ability to
continue as a going concern.

In deCODE's ongoing strategic review, deCODE was evaluating and
pursuing various alternatives aimed at focusing its business and
underpinning ongoing product development and commercialization in
its core business, including the sale of some or all of deCODE's
US medicinal chemistry and structural biology units.

                       About deCODE Genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The Company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
Company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DODART PROPERTIES LLC: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Dodart Properties LLC
        PO Box 40233
        Santa Barbara, CA 93140-0233

Bankruptcy Case No.: 09-14160

Chapter 11 Petition Date: October 8, 2009

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

Judge: Robin Riblet

Debtor's Counsel: David T. Berry, Esq.
                  5296 S Commerce Dr., Suite 200
                  Salt Lake City, CA 84107
                  Tel: (801) 265-0700
                  Fax: (801) 263-2487

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/cacb09-14160.pdf

The petition was signed by David Dodart, managing member of the
Company.


E*TRADE FIN'L: Citadel Converts $60MM of Debentures to Equity
-------------------------------------------------------------
Citadel Limited Partnership reports that on October 5, 6 and 7,
2009, the firm and its affiliates tendered $60,034,000 face amount
of E*TRADE Financial Corporation Class A Debentures for conversion
into 58,059,961 shares of Common Stock.  Following these
conversions and sales of E*TRADE shares on October 5, 6 and 7,
Citadel will hold a total of roughly $826,910,000 face amount of
the Class A Debentures and roughly 166,162,027 shares of Common
Stock -- not counting shares issuable upon conversion of the
Debentures.

The Class A Debentures are convertible into Common Stock of
E*TRADE at the price of $1.034 per share subject to certain
limitations upon the conversion.  Pursuant to section 12.01(b)(i)
of the indenture for the Debentures, no holder may convert
Debentures to the extent that the conversion would cause the
holder to "beneficially own, as defined in Rule 13d-3 of the
Exchange Act, in excess of 9.9% of the Common Stock outstanding
immediately after giving effect to such conversion".  In light of
the number of shares of Common Stock outstanding and the number of
shares of Common Stock owned by Citadel, the Debentures held by
CEF are presently convertible into 18,382,616 shares of Common
Stock.

Accordingly, Citadel LP; Citadel Investment Group, L.L.C.; Kenneth
Griffin; Citadel Equity Fund Ltd.; Citadel Securities LLC, f/k/a
Citadel Derivatives Group LLC; Citadel Derivatives Trading Ltd.;
Wingate Capital Ltd.; and Citadel AC Investments Ltd. Disclosed
holding in the aggregate 184,559,043 shares or roughly 9.9% of
E*TRADE's common stock.

                      About E*TRADE Financial

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

                          *     *     *

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


EASTMAN KODAK: Pays $12,000,000 Placement Fee to KKR
----------------------------------------------------
Affiliates of Kohlberg Kravis Roberts & Co. L.P. disclosed in a
regulatory filing with the Securities and Exchange Commission that
on September 29, 2009, Eastman Kodak Company paid KKR a
$12,000,000 placement fee and reimbursed certain costs and
expenses incurred by KKR and its affiliates in connection with the
parties' investment agreement.

Specifically, on September 29, 2009, (i) KKR Jet Stream (Cayman)
Limited, an exempted limited company organized under the laws of
the Cayman Islands, purchased from Kodak $279,728,000 aggregate
principal amount of Senior Secured Notes due 2017 and KKR Jet
Stream LLC purchased from Kodak Warrants to purchase Common Stock
exercisable for 37,297,084 shares of Common Stock, for an
aggregate amount of $268,539,000, (ii) 8 North America Investor
(Cayman) Limited, an exempted limited company organized under the
laws of the Cayman Islands, purchased from Kodak $15,064,000
aggregate principal amount of Senior Secured Notes and Warrants
exercisable for 2,008,472 shares of Common Stock for an aggregate
amount of $14,461,000 and (iii) OPERF Co-Investment LLC, a limited
liability company organized under the laws of the State of
Delaware, purchased from Kodak $5,208,000 aggregate principal
amount of Senior Secured Notes and Warrants exercisable for
694,444 shares of Common Stock for an aggregate amount of
$5,000,000.

The aggregate amount of funds used to purchase the Securities was
$288,000,000.  These funds were provided from general funds
available to the KKR entities and the applicable subsidiaries and
affiliates, including capital contributions from investors.

KKR Jet Stream LLC may be deemed to beneficially own the
37,297,084 shares of Kodak Common Stock issuable upon exercise of
the Warrants it holds, which amount constitutes roughly 12.2% of
the outstanding Common Stock.

The shares of Common Stock issuable upon exercise of the Warrants
held by KKR Jet Stream LLC, combined with the 2,008,472 shares of
Common Stock issuable upon exercise of the Warrants held by 8
North America Investor (Cayman) Limited and the 694,444 shares of
Common Stock issuable upon exercise of the Warrants held by OPERF
Co-Investment LLC constitutes roughly 13.0% of the outstanding
Kodak Common Stock.

The KKR transaction, along with a separate private placement
transaction of $400 million aggregate principal amount of
Convertible Senior Notes due 2017, which closed on September 23,
was part of an overall $700 million financing transaction designed
to reinforce Kodak's strategic direction and strengthen the
company's financial position.

Under the terms of the agreement, and subject to certain
exceptions, the KKR group is required to hold the warrants and
shares issuable upon exercise of the warrants for a minimum of two
years.  So long as the KKR group holds warrants to purchase at
least 50% of the number of shares of Kodak common stock issuable
upon exercise of warrants purchased in the transaction (or at
least 50% of the shares issued upon exercise thereof), KKR will
have the right to nominate up to two members of Kodak's Board of
Directors.  If that warrant amount falls below 50%, but is at
least 25%, KKR will have the right to nominate one member of
Kodak's Board of Directors.  If that warrant amount falls below
25%, the KKR group will no longer have the right to nominate any
directors.

The net proceeds of the KKR transaction, along with the net
proceeds of the separate convertible senior note offering, are
being used in part by Kodak to repurchase the company's existing
3.375% Convertible Senior Notes due 2033, a move that will bolster
the company's balance sheet and free up capital for core
investments.  Excess proceeds will be used for general corporate
purposes.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

The Troubled Company Reporter on September 22, 2009, said Fitch
Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior
secured revolving credit facility at 'BB-/RR1'; and Senior
unsecured debt at 'B-/RR4'.

On Sept. 18, 2009, Standard & Poor's Ratings Services revised its
recovery rating on Eastman Kodak's senior unsecured debt to '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default, from '5'.  S&P lowered the issue-
level rating to 'CCC' (two notches lower than the 'B-' corporate
credit rating on the company) from 'CCC+', in accordance with
S&P's notching criteria for a '6' recovery rating.


EDGE PETROLEUM: Needs More Time to File Schedules and Statements
----------------------------------------------------------------
Edge Petroleum Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for a 30-day
extension of the time to file their schedules of assets and
liabilities, and statements of financial affairs.  The Debtors'
filing deadline, absent an extension, is Oct. 13, 2009.

The Debtors tell the Court that they will not be able to complete
the schedules and statements by the initial deadline.  They need
more time to gather, compile and prepare information from books,
records and documents relating to numerous claims, assets and
contracts, the Debtors relates.

                        About Edge Petroleum

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

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

The Company has retained Akin Gump Strauss Hauer and Feld as legal
counsel, and Parkman Whaling LLC as financial advisor.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.


EDGE PETROLEUM: Wants to Hire Akin Gump as Counsel
--------------------------------------------------
Edge Petroleum Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ Akin Gump Strauss Hauer & Feld LLP as their counsel.

The firm has agreed to, among other things:

   a) render legal advice regarding the powers and duties of the
      Debtors that continue to operate their business and manage
      their properties as debtor-in-possession;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates; and

   c) perform all other necessary legal advice services in
      connection with the prosecution of these Chapter 11 cases.

The firm's current hourly rates for professionals:

      Partners                      $460-$1,050
      Special Counsel and Counsel   $250-$810
      Associate                     $160-$580
      Paraprofessionals             $105-$270

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                        About Edge Petroleum

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

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

The Company has retained Akin Gump Strauss Hauer and Feld as legal
counsel, and Parkman Whaling LLC as financial advisor.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.


EDGE PETROLEUM: Gets Delisting Notice From Nasdaq Stock Market
--------------------------------------------------------------
Edge Petroleum Corporation has received notice from The Nasdaq
Stock Market that the company's common stock and 5.75% series A
cumulative convertible perpetual preferred stock will be delisted
from the Exchange at the opening of business on October 13, 2009
pursuant to the Exchange's Listing Rules 5100, 5110(b) and IM-
5100-1, and a Form 25-NSE will be filed with the Securities and
Exchange Commission, which will remove the Company's securities
from listing and registration on the Exchange.  According to the
Notice, the determination to delist the Company's securities was
based on (i) the announcement by the Company on October 2, 2009
that it and each of its subsidiaries have filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code and the associated public interest concerns raised
by such bankruptcy petitions; (ii) concerns regarding the residual
equity interest of the existing listed securities holders; and
(iii) concerns about the Company's ability to sustain compliance
with all requirements for continued listing on the Exchange.

The Company may appeal the Exchange's determination to a Hearings
Panel, pursuant to the procedures set forth in the Exchange's
Listing Rule 5800 Series.  However, the Company does not intend to
take any further action to appeal the Exchange's decision, and
therefore it is expected that the Company's securities will be
delisted and trading suspended at the opening of business on
October 13, 2009.

If the Company does not appeal the Exchange's decision, the
Company's securities will not be immediately eligible to trade on
the OTC Bulletin Board or in the "Pink Sheets."  The Company's
securities may become eligible if a market maker makes application
to register in and quote the security in accordance with SEC Rule
15c2-11, and such application is cleared.

                    About Edge Petroleum

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

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

Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644). The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., as local counsel, and Parkman Whaling LLC
as financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.


ELECTRIC MACHINERY: Wins $6.3 Judgment Against Hunt Construction
----------------------------------------------------------------
In connection with the construction of the Orange County
Convention Center in Orlando, Florida, located north of Disney
World and in between Universal Studios and Sea World, Electric
Machinery Enterprises, Inc., sued Hunt Construction Group, Inc.,
The Clark Construction Group, Inc., and Construct Two Construction
Managers, Inc. (Bankr. M.D. Fla. Adv. Pro. No. 03-00811).  Based
on the evidence adduced in the course of a 39-day trial, Judge
Williamson entered a $6,376,000 judgment  against Hunt
Construction Group, plus interest, attorneys' fees, and costs.

See In re Electric Machinery Enterprises, Inc., --- B.R. ----,
2009 WL 2710266 (Bankr. M.D. Fla.).

Based in Tampa, Florida, Electric Machinery Enterprises, Inc.,
filed for Chapter 11 protection on May 29, 2003 (Bankr. M.D. Fla.
Case No. 03-11047).  The Debtor filed a Chapter 11 plan in
September 2003 premised on a transaction with EarthFirst
Technologies.  Electric Machinery's Chapter 11 filing was
precipitated by an adverse court decision on a disputed
construction contract.  The dispute has been resolved pursuant to
Electric Machinery's Plan of Reorganization.


ENERGY PARTNERS: Has New Hedging Program Following Emergence
------------------------------------------------------------
Energy Partners, Ltd., has established its first hedging program
following its emergence from Chapter 11 bankruptcy proceedings
with the purchase of crude oil floors and the placement of swap
contracts that cover the period from October 2009 to December
2011.  The recently completed commodity risk management program
has met the conditions of the hedging requirements under the
Company's credit facility.  The volumes hedged in the fourth
quarter of 2009 average approximately 2,788 barrels of oil (bbl)
per day, representing approximately 58% to 70% of that quarter's
estimated oil production.  The majority of the volume hedged in
the fourth quarter 2009 is in the form of puts with a floor of
$60/bbl.  For full year 2010 and 2011, the total volume hedged
averages approximately 2,722 bbls per day, of which the majority
is comprised of swaps with an average NYMEX price of $70.02/bbl.

Founded in 1998, Energy Partners, Ltd. -- http://www.eplweb.com
-- is an independent oil and natural gas exploration and
production company based in New Orleans, LA and Houston.  The
company's operations are primarily located in the Gulf of Mexico
shelf.

Energy Partners, Ltd., and its affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957).  Paul E.
Heath, Esq., at Vinson & Elkins LLP represents the Debtors in
their restructuring effort.  The Debtors also tapped Parkman
Whaling LLC as financial advisor.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$770,445,000 and total debts of $708,370,000.  Energy Partners'
reorganization plan became effective September 21, 2009.


ESTATE FINANCIAL: Former Executives Plead Guilty of Fraud
---------------------------------------------------------
KSBY reports that Karen Guth and Joshua Yaguda, the former
executives of Estate Financial, Inc., pled guilty to 26 felony
counts of fraud.  According to KSBY, Ms. Guth and Mr. Yaguda are
accused of mishandling more than $300 million dollars of
investors' money, and the court is recommending a prison sentence
of eight years for Mr. Yaguda and 12 years for Ms. Guth.

Estate Financial, Inc., is a California corporation formed in 1991
for the purpose of brokering loans secured by deeds of trust on
real property located primarily in California.

On June 25, 2008, five creditors filed a petition to force Estate
Financial into Chapter 11 bankruptcy protection.


FAIRPOINT COMMUNICATIONS: Windstream Communications May Buy Debt
----------------------------------------------------------------
Rural carrier Windstream Communications may be buying FairPoint
Communications debt, Josh Kosman at The New York Post reports,
citing a person familiar with the matter.  The NY Post notes that
if Windstream, with 3.2 million access lines and a big Florida and
Georgia presence, acquires FairPoint, with 1.7 million entry
points, it would become one of the country's biggest phone
carriers.  According to The NY Post, big traders like John Paulson
and Angelo Gordon already bought large positions in the bank debt
of the Company, tangling with Drexel Burnham Lambert alum Lawrence
Post, who has a significant FairPoint bond position through his
Post Advisory Group.

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

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

The TCR reported on October 1, 2009, that Moody's Investors
Service downgraded FairPoint Communications, Inc.'s corporate
family rating to Caa3 from Caa2.

According to the TCR on October 5, 2009, Standard & Poor's Ratings
Services said it lowered the corporate credit and senior secured
debt ratings on Charlotte, North Carolina-based local telephone
provider FairPoint Communications Inc. to 'D' from 'CC', and
lowered the unsecured debt rating on the company's cash pay
unsecured notes to 'D' from 'C'.


FLYING J: Court Extends Exclusive Plan Filing Period until Nov. 29
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Nov. 29, 2009, Flying J Inc. and its debtor-affiliates'
exclusive period to file a Chapter 11 plan.

The Court also extended until Jan. 28, 2010, the Debtors'
exclusive period to solicit votes to approve a Chapter 11 plan.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FLYING J: Gets Court's Final Approval to Obtain DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Flying J Inc. and its debtor-affiliates to: (a)
obtain postpetition financing; and (b) grant adequate protection
in the form of liens and superpriority claims to its secured
lender.

The Court also approved the employment of Blackstone Advisory
Services L.P., as investment banker and financial advisor.

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FONTAINEBLEAU LV: To Have Examiner at Judge's Behest
----------------------------------------------------
Fontainebleau Las Vegas LLC will be investigated by an examiner at
the order of U.S. Bankruptcy Judge A. Jay Cristol.  Judge Cristol
called for an examiner after concluding the parties "are not
cooperating with one another."

Judge Cristol is pushing for a quick sale of the stalled,
partially completed $2.9 billion casino resort on the Las Vegas
Strip.

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

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 Crystol said, "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."

                  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: September Sales Off 6% as Cash For Clunkers Ended
-------------------------------------------------------------
Ford Motor Company said in a statement that September 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 said the rise in sales in July and August offset September's
6% post-Cash for Clunkers decline in the quarter.

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.

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."

Other automakers also reported lower sales.  Nissan Motor Co. said
September sales were off 7% from last year.  Toyota Motor Co.
reported 13% lower sales.

                         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.

                           *     *     *

Ford Motor carries a 'Caa1' corporate family rating, with stable
outlook, and speculative grade liquidity rating of SGL-3 from
Moody's Investors Service.  Ford Motor's CFR was upgraded from
'Caa3' to 'Caa1' in September 2008.


FORD MOTOR: Surpasses September Market Surge in U.K.
----------------------------------------------------
Ford car sales were up by over 22% in September, compared with the
same month in 2008.  This is twice the size of the market increase
after a busy month of new "59" plate and "scrappage"
registrations.

Over 54,500 new cars left Ford dealerships -- 22.2% more than
during September 2008.

The market leader, Ford, took 14.8% of all car sales and 15.7% of
the total UK vehicle market last month once commercial vehicle
registrations are factored in.  In either case, Ford's share is
around a percentage point higher than a year ago.

September's top selling car in the UK was the Ford Fiesta -- the
seventh time the model has topped the monthly sales charts in
2009.  For the year to date, the Ford Fiesta is the UK's top
seller with the Ford Focus at number two.

Ford's 2009 success, with its stylish and affordable car and
commercial vehicle ranges, means that so far this year the Blue
Oval brand accounts for more than one in seven new vehicle sales.

While the scrappage scheme has added over 22,700 Ford
registrations since its launch in May, sales of Ford Fiesta and
Ford Kuga models have increased for the full year to date period
compared with last year, despite the weaker market. In fact,
compared with 2008, the Ford Fiesta has added over 18,000 sales
during this period, raising its share of the UK car market from
4.1% to 6.1%.

For the year to date, Ford has increased its share of the UK car
market by 1.7 percentage points to 16.4%, compared to the same
period in 2008, while its share of the total UK vehicle market is
1.2 percentage points higher at 17.3%.

Nigel Sharp, Ford Britain managing director, said: "September is
of course a very important month for the British car market. As
market leader, we expect to do well, but for us to have achieved a
sales increase that was twice as big as the overall market growth
proves that, once again, the twin strengths of our new and
exciting product range and our tremendous dealer network have
enabled us to increase our market share. The importance of the
government's scrappage scheme, not least for the automotive
supplier base, has been well documented, and we welcome its
extension because the underlying level of demand remains weak. In
this context, it is gratifying to note that the SMMT have
increased their estimate for full year sales for the UK to
1.825 million units (compared with 2.132 million sales in 2008)."

                         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.

                           *     *     *

Ford Motor carries a 'Caa1' corporate family rating, with stable
outlook, and speculative grade liquidity rating of SGL-3 from
Moody's Investors Service.  Ford Motor's CFR was upgraded from
'Caa3' to 'Caa1' in September 2008.


FREDDIE MAC: CEO Gets Green Light to Name President or COO
----------------------------------------------------------
Effective October 9, 2009, the Bylaws of Freddie Mac (formally
known as the Federal Home Loan Mortgage Corporation) were amended
to authorize the Chief Executive Officer to appoint a President or
Chief Operating Officer, subject to prior review by the Chairman
of the Board and, if the Chairman deems it appropriate, by the
full Board.

Previously, Section 5.2 of the company's Bylaws provided for the
Board of Directors to elect, if the positions were to be filled,
the President and the Chief Operating Officer.

Section 5.2, as amended, is set forth in its entirety:

     "Section 5.2 Appointment and Term. The Board of Directors
     shall elect the Chief Executive Officer.  The Audit Committee
     of the Board of Directors shall elect the Senior Vice
     President - General Auditor.  Except as otherwise determined
     by the Board of Directors, the Chief Executive Officer shall
     appoint all additional officers; provided, however, that the
     appointment of a Chief Compliance Officer or a Chief
     Enterprise Risk Officer shall be subject to the approval of
     the Board of Directors, and the appointment of a President
     and/or Chief Operating Officer, if one or both of such
     positions are to be filled, shall be subject to prior review
     by the Chairman of the Board of Directors and, if the
     Chairman so determines, by the Board of Directors.  Any
     appointment by the Chief Executive Officer under this section
     is subject to the legal, regulatory or supervisory
     limitations, requirements and approvals that apply to
     appointments by the Board of Directors.  Each officer elected
     by the Board of Directors or appointed by the Chief Executive
     Officer shall hold office until his or her successor is
     elected or appointed and qualified or until his or her death,
     resignation or removal as provided in this Article 5.
     Election or appointment of an officer shall not, in and of
     itself, create any contract rights in the officer against the
     Corporation.

The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE --
http://www.freddiemac.com/-- commonly known as Freddie Mac, is a
stockholder-owned government-sponsored enterprise authorized to
make loans and loan guarantees.  Freddie Mac was created in 1970
to provide a continuous and low cost source of credit to finance
America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


GENERAL MOTORS: New GM Draws Progress in Business Plan
------------------------------------------------------
General Motors outlined progress it has made toward achieving
commitments in its business plan, including implementing a leaner
structure, building stronger brands, and driving a company culture
that puts the customer at the center of everything it does.

Since launching the new company on July 10, GM has made
demonstrable progress in positioning the company for success;
putting in place a new global operating structure, a leaner and
more streamlined executive leadership team, and a reconstituted
Board of Directors.  Emerging is a new GM with a cleaner balance
sheet, fewer employees, an improved cost structure, a stronger
dealer network, and streamlined global operations.  Most
importantly, the company has successfully launched new vehicles
around the world that are performing especially well in their
respective markets.

"Over the past ninety days since we created the new GM, we've
already launched a number of new, fuel-efficient, highly
successful cars and crossovers; introduced a new marketing
campaign that highlights our best-in-class fuel economy, quality,
warranty and safety performance; sworn in a new Board of
Directors; and overhauled our management,"  said GM President and
CEO Fritz Henderson.  "We are taking aggressive actions and moving
quickly to transform our culture into one that is truly customer
focused," Henderson said.

          New Vehicle Launches Perform Especially Well

Consumer reaction to GM's newest vehicles is very positive.
In the U.S., newly launched vehicles, including the Chevrolet
Equinox, Cadillac SRX, Buick LaCrosse, GMC Terrain and Chevrolet
Camaro all exceeded sales expectations in September.  September
year-over-year sales of the all-new Chevrolet Equinox are up 94
percent, and the all-new Cadillac SRX sales are up 105 percent
compared with August.

Additional marketplace recognition came from the recent naming of
three GM brand cars, Buick LaCrosse, Cadillac CTS Sport Wagon and
Chevrolet Camaro, and two GM brand trucks, Cadillac SRX and
Chevrolet Equinox, to the short list of nominees in the North
American Car/Truck of the Year competition.  The winners in each
category will be announced at the North American International
Auto Show in January.

To help spur demand, in early September, GM launched a new
advertising campaign titled "May the Best Car Win," which
reinforces the company's confidence in design excellence and
award-winning vehicle quality.  Edmunds.com reports brand interest
in GM vehicles is up approximately 11 percent since the campaign
launched.

In other world markets, the Daewoo Matiz Creative was launched in
South Korea last month and has helped to double GM's market share
in the mini segment in that country within the first three weeks
of sale. Demonstrating the strength of GM's new global small car,
since its introduction to the Australia market in late June, the
all new Holden Cruze has become one of the country's top 10
selling nameplates. The Chevrolet Agile is now launching in
Brazil and Argentina, and initial receptivity by consumers and
media is positive.  In Europe, the new Opel Astra, introduced at
the Frankfurt Motor Show, is ramping up production.  The Astra is
expected to perform well as a complement to the award-winning
Insignia.

                 Chevrolet Volt Remains on Track

The Chevrolet Volt extended-range vehicle remains on track to
begin production in late 2010.  To date, more than 80 pre-
production Volts have been built and are being road-tested.  GM
also recently announced a $43 million investment in Brownstown
Township, Mich. to manufacture the required lithium-ion battery
packs.

                  Improved Sales Performance

GM's preliminary global market share in the third quarter was
11.9 percent, up 0.3 percentage points from 11.6 percent share in
the first half of the year, compared to 12.4 percent in 2008.  The
company's U.S. market share was 19.5 percent in the third quarter,
consistent with the first half of the year.  U.S. market share in
2008 was 22.1 percent. Most recently, GM's September share was
20.6 percent, one of the highest months in 2009, showing that the
company's strong new launch products are capturing consumer
interest.  The four core brands accounted for more than 90 percent
of GM's September U.S. sales.

As of September 30, dealer inventory was 424,000 units with 81
days supply, down from 582,000 and 99 days supply at the end of
the second quarter.  Going forward, production will continue to be
aligned tightly with demand.  GM is increasing fourth quarter
North America production to help rebuild the supply of vehicles in
high customer demand.

                  Rationalizing Manufacturing

GM has continued consolidating manufacturing operations while
maintaining the flexibility to meet market demand.  Third quarter
2009 production was 533,000 vehicles, compared to a fourth quarter
production forecast of approximately 655,000, or a 23 percent
increase.  The company added approximately 60,000 units into the
third and fourth quarter North America production schedules to
meet growing consumer demand.  Shifts have been added at CAMI,
which produces the Chevrolet Equinox and GMC Terrain, and the
Lordstown Complex, which produces the Chevrolet Cobalt.
Additionally, third shifts will be added early next year at three
plants to increase production of in-demand vehicles.

In the last 90 days, Pontiac Assembly and Wilmington Assembly both
have ceased operation, as part of the previously announced plan to
reduce operating plants in the U.S.  By year-end 2009, GM will
have reduced the number of operating plants in the U.S. to 41,
down from 47 in 2008, excluding the component plants recently
acquired from Delphi.

                  Dealer Consolidations Continue

As previously announced, GM is consolidating U.S. dealers through
wind-down agreements, including Pontiac and Saturn dealerships.
The company continues to work toward a more competitive dealer
distribution structure, with approximately 5,800 dealers at the
end of the third quarter, down from approximately 6,375 dealers at
the end of 2008.  Even after the dealership consolidation is
completed in 2010, GM will have more dealerships serving customers
than any competitor in the U.S.

                      Workforce Reductions

In the U.S., GM reduced its workforce from approximately 29,700
salaried at the end of 2008 to approximately 24,300
salaried as of October 7, 2009, or 18.2 percent.  GM's hourly
employment has been reduced from approximately 62,000 people to
49,200 people in the same time period, or 21 percent.

              Expanding International Operations

In the Asia Pacific region, General Motors India and Reva Electric
Car Company entered into a collaboration agreement and have begun
feasibility studies to jointly develop electric vehicles for the
Indian market.  The agreement will accelerate GM's progress toward
meeting future electric vehicle needs in markets around the world.

GM also recently announced the establishment of its China Science
Lab in Shanghai.  This facility will conduct important research
projects and is expected to contribute to worldwide technological
innovation.  The Lab's initial focus will be on research related
to advanced propulsion technology.  The China Science Lab is GM's
eighth research facility.

Also in China, GM China and China FAW Group recently created FAW-
GM Light Duty Commercial Vehicle Co. Ltd. to produce and sell
light-duty trucks and vans.  The 50-50 joint venture will also
engage in research and development, exports and aftersales
support.

In Brazil, GM do Brasil opened a new, expanded technical center in
Sao Paulo.  The Center employs more than 2,000 engineers and
designers to develop new vehicles.  It is the largest automotive
technical center in Latin America.

                  Asset Sales Near Completion

GM continues to work toward closing the sale of the Hummer and
Saab brands. The company has made further progress on agreements
and necessary regulatory approvals for the sale of Hummer to
Sichuan Tengzhong Heavy Industrial Machinery Co. Ltd., and has
reached agreement with Koenigsegg Group AB to purchase Saab.

GM also is working to close the sales transaction of a majority
stake in Opel/Vauxhall.  Opel/Vauxhall operations will be
55 percent owned by Magna International and Sberbank; 10 percent
by employees; and the balance retained by GM.

                             Delphi

As part of the resolution to the Delphi bankruptcy, GM recently
acquired Delphi's global steering business and four key U.S.
sites.  In addition, the Pension Benefit Guaranty Corporation
is assuming Delphi's pensions covering 70,000 Delphi workers and
retirees, while GM will provide benefits to a limited group of
Delphi hourly employees and retirees. These agreements were
finalized on October 6.

               Looking Ahead - Key GM Priorities

Leading into 2010, GM will continue to focus on its customers,
cars and culture.  The company will continue to promote
its full range of vehicles with special attention paid to new
launches, while emphasizing its brands in-market, and allocating
resources to improve consumer consideration of GM vehicles.

GM will maintain an intense focus on business performance,
improving cash flow and EBIT.  Additionally, the company will work
to grow the revenue line through stabilization of market share in
the U.S. and growth in important markets like China and India.

As a newly created entity, GM is continuing to implement
"fresh-start" reporting, which encompasses the determination of
the fair value of its assets and liabilities, by March 31, 2010.
The company is also continuing to prepare for an IPO as soon as
practical.

While significant progress has been made since the new company
emerged, challenges still remain.  These include uncertainty in
the rate of recovery of the U.S. economy and the auto industry,
the company's ability to continue rebuilding consumer purchase
consideration and completing the remaining structuring actions.

"We've made a lot of progress in 90 days, but we don't think for a
second that we can begin to ease off the accelerator," Mr.
Henderson said.  "We have been granted an extraordinary second
chance to reinvent this company.  We are driving hard to change
the way we interact with our customers, to ensure our new cars and
trucks are the best in their segment, and to change the way we
operate and how think about the business.  We need to prove
ourselves every day, and we will."

                       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).


GENERAL MOTORS: Old GM Expects to Liquidate by Mid 2010
-------------------------------------------------------
Al Koch, chief restructuring officer of Motors Liquidation
Company, formerly General Motors Corporation, is embarking on a
plan to liquidate the "Old GM" by mid of 2010 and to seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to distribute Old GM's holdings of "New GM" stock and
warrants to unsecured creditors, Emily Chasan of Reuters.com
reported on October 1.

"The assets that I have and that my team has to liquidate are
pretty challenging," Mr. Koch said in comments to the Reuters
Restructuring Summit in New York, noting that completing most of
the liquidation process could take another five years, Ms. Chasan
said.

"The properties that we have to dispose of are so large, that it's
going to be very difficult to find users for them, and many of
them have some environmental remediation that's required," Mr.
Koch continued.

Mr. Koch anticipates at least $30 billion in creditors' claims
against Motors Liquidation Co., which has about 200 properties, of
which about 100 are leased to the "New GM" for its current use,
but will eventually revert back to the old company.  Motors
Liquidation, however, expects to have difficulty finding buyers
for its assets, Mr. Koch said, adding that many properties are
expected to be repurposed.

Any funds the company recovers from the liquidation are likely to
flow back to the government, which extended approximately
$50 billion to bail GM out through Bankruptcy.

                       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).


GENERAL MOTORS: Old GM Further Amends Wind-Down Loan Facility
-------------------------------------------------------------
Motors Liquidation Company, formerly General Motors Corporation,
and its debtor affiliates, notified Judge Robert E. Gerber of the
U.S. Bankruptcy Court for the Southern District of New York, that
on September 29, 2009, they entered into the second amendment to
the Amended and Restated DIP Facility with the U.S. Department of
the Treasury and Export Development Canada as lenders and certain
domestic subsidiaries of the Debtors as guarantors.

The DIP Facility, dated July 10, 2009, was first amended to
include the DIP Lenders' agreement to provide a facility up to
$950 million to finance working capital needs and other general
corporate purposes incurred in connection with the Wind-Down,
including the payment of expenses associated with the
administration of the Chapter 11 cases.  On July 29, 2009, a first
amendment to the Amended and Restated DIP Facility was made to
essentially reflect that, among other things, the securities
issued by the United States government may have maturities of two
years or less from the date of acquisition.

According to Steve Karotkin, Esq., at Weil Gotshal & Manges LLP,
in New York, the Second Amendment constitutes "ministerial and
technical changes to the DIP Credit Facility," including:

  (1) deletion from the definition of "Interest Period" the
      phrase "(i) initially, the period commencing on the
      Borrowing Date, as defined in the Existing Credit
      Agreement, with respect to the Loan and ending three
      months thereafter," and replacement with "(i) initially,
      the period commencing on July 10, 2009 and ending three
      months thereafter;"

  (2) replacement of the list of the Credit Agreement
      Guarantors, to include:

      * MLC of Harlem, Inc.
      * Environmental Corporate Remediation Company, Inc.
      * Remediation and Liability Management Company, Inc.
      * MLCS, LLC
      * MLCS Distribution Corporation

  (3) replacement of the list of the Credit Agreement
      Pledgors, to include:

      * Motors Liquidation Company
      * MLCS, LLC
      * MLCS Distribution Corporation

  (4) amendments to Schedules 1.1G, 3.10, 3.15, 3.16, 3.21 and
      3.28 to the Credit Agreement, which the Debtors did not
      specifically disclose; and

  (5) acknowledgment and agreement between the Borrower and the
      Lenders that the aggregate amount of interest accrued as
      of September 1, 2009, on the loans pursuant to the DIP
      Facility -- amounting $1,175,000,000 for the period from
      July 10 to September 1, at Eurodollar interest rate plus
      applicable margin of 5% -- is $8,812,500

Mr. Karotkin adds that the Second Amendment to the Amended and
Restated DIP Facility will become effective upon the date on which
each Lender will have received:

  -- the Second Amendment executed and delivered by a duly
     authorized officer of the Borrower and the Required
     Lenders; and

  -- the Acknowledgement and Consent executed and delivered by
     the duly authorized officers of the Guarantors and
     Pledgors.

The Borrower also makes these representations and warranties to
each Lender as of the Second Amendment Effective Date, or before
and after giving effect to the Second Amendment:

  (a) Each Loan Party has all necessary corporate or other
      power, authority and legal right to execute, deliver and
      perform its obligations under this Amendment and the
      Acknowledgment and Consent to which it is a party.

      The execution, delivery and performance by each Loan Party
      of the Amendment, as well as the Acknowledgment and
      Consent to which it is a party, has been duly authorized
      by all necessary corporate or other action on its part.
      Similarly, the Second Amendment, and the Acknowledgment
      and Consent have been duly and validly executed and
      delivered by each Loan Party and constitutes a legal,
      valid and binding obligation, and is enforceable against
      all of the Loan Parties.

      No authorizations, approvals or consents of, and no
      filings or registrations with, any governmental authority
      are necessary for the execution, delivery or performance
      by each Loan Party of the Second Amendment.

  (b) The execution and delivery of the Second Amendment will
      not:

      * conflict with or result in a breach of (i) the charter,
        by laws, certificate of incorporation, operating
        agreement or similar organizational document of any Loan
        Party, (ii) any requirement of law, (iii) any applicable
        law, rule or regulation, or any order, writ, injunction
        or decree of any Governmental Authority, (iv) any
        material Contractual Obligation; or

      * constitute a default under any material Contractual
        Obligation; or

      * except for Permitted Liens under the DIP Facility,
        result in the creation or imposition of any Lien upon
        any property of any Loan Party.

  (c) Each of the representations and warranties made by the
      Borrower pursuant to the Loan Documents is true and
      correct in all material respects on and as of the Second
      Amendment Effective Date, as if made on and as of that
      Date.

  (d) No Default or Event of Default has occurred and is
      continuing, or will result from the consummation of the
      transactions contemplated by the Second Amendment.

A full-text copy of the second amendment to the Amended and
Restated DIP Facility is available for free at:

      http://bankrupt.com/misc/GMAmendedDIP_2ndAmendment.pdf

                       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).


GENERAL MOTORS: Old GM Proposes Claims Settlement Procedure
-----------------------------------------------------------
Rule 3007(c) of the Federal Rules of Bankruptcy Procedure
prohibits Motors Liquidation Company, formerly general Motors
Corporation, and its debtor-affiliates from filing a single
objection to multiple proofs of claims filed in their Chapter 11
cases, "[u]nless otherwise ordered by the court or permitted by
subdivision."

Bankruptcy Rule 3007(e) also provides that a debtor may file an
omnibus objection for up to 100 claims that (i) duplicate other
claims, (ii) have been filed in the wrong case, (iii) have been
amended by subsequently filed proofs of claim, (iv) were not
timely filed, (v) have been satisfied or released during the
bankruptcy cases, (vi) were presented in a form that does not
comply with applicable rules, (vii) are interests, rather than
claims; or (viii) assert priority in an amount that exceeds the
maximum amount under Section 507 of the Bankruptcy Code.

The Debtors anticipate that although they will object to a number
of the Claims on the grounds that Claims are either duplicative or
have been satisfied, they will also object to many Claims on
additional grounds not set forth in Bankruptcy Rule 3007(d),
Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates.

Accordingly, the Debtors sought and obtained authority from Robert
E. Gerber of the United States Bankruptcy Court for the Southern
District of New York to file Omnibus Claims Objections to no more
than 100 claims in a single motion on these Additional Permitted
Grounds:

  (a) the amount asserted by the claims contradicts the Debtors'
      books and records;

  (b) the Claims were incorrectly classified;

  (c) the Claims seek recovery of amounts for which the Debtors
      are not liable;

  (d) the Claims do not include sufficient documentation to
      ascertain the validity of the Claim; and

  (e) the Claims are objectionable under Section 502(e)(1) of
      the Bankruptcy Code.

The Debtors will comply with Bankruptcy Rule 3007 in all other
respects, including that each Omnibus Claims Objection will:

  -- state that claimants receiving the objection should locate
     their names and claims in the objection;

  -- list claimants alphabetically, provide a cross-reference to
     claim numbers, and, if appropriate, list claimants by
     category of claims;

  -- state the grounds of the objection to each Claim and
     provide a cross-reference in the omnibus objection
     pertinent to the stated grounds;

  -- state the identity of the objector and the grounds for the
     objections;

  -- be numbered consecutively with other omnibus objections
     filed by the same objector; and

  -- contain objections to no more than 100 Claims.

According to Mr. Miller, preparing and filing individual pleadings
for each objection not specifically set forth in Bankruptcy Rule
3007(d) would be a time consuming and costly process.  Hence, he
says, objecting to multiple Claims in an omnibus fashion on
grounds other than those set forth in Bankruptcy Rule 3007(d) will
ease the administrative burden on the Court and the administrative
and financial burden on the Debtors' estates during the claims
reconciliation process.

Moreover, allowing the Debtors to file Omnibus Claims Objections
to no more than 100 Claims at a time on the Additional Permitted
Grounds is not likely to prejudice the rights of creditors.  In
fact, it may enhance the rights of creditors by not only
preserving the value of the Debtors' estates ultimately available
for distribution but also expediting when creditors will be paid,
Mr. Miller points out.

                 Claims Settlement Procedures

The Debtors also anticipate a large number of objections to the
Claims can be settled for relatively small amounts when compared
with the overall value of the Debtors' estates.  To spare the
Debtors' estates of expense, delay and uncertainty that otherwise
would be associated with litigating the Claims, the Debtors will
establish these Claims Settlement Procedures:

  (1) The Debtors will settle any and all Claims asserted
      against them without prior approval of the Court or any
      other party-in-interest whenever (i) the aggregate amount
      to be allowed for an individual Claim -- the Settlement
      Amount -- is less than or equal to $1 million; or (ii) the
      Settlement Amount is within 10% of the non-contingent,
      liquidated amount listed on the Debtors' schedules of
      assets and liabilities, so long as the difference in
      amount does not exceed $1 million.

      The De Minimis Settlement Amounts will not include (x) any
      settlement of a Claim to which General Motors Company is a
      party or beneficiary or any present or former insider of
      the Debtors is a party, or (y) any settlement of a Claim
      that includes a release by any of the Debtors of a claim
      they may have against a creditor pursuant to Chapter 5 of
      the Bankruptcy Code.

  (2) If the Settlement Amount for a Claim is not a De Minimis
      Settlement Amount but is less than or equal to
      $50 million, the Debtors will submit the proposed settlement
      to the Official Committee of Unsecured Creditors.  If
      there is a timely objection made by the Creditors'
      Committee, the Debtors may either (i) renegotiate the
      Settlement and submit a revised notification to the
      Creditors' Committee or (b) file a request with the Court
      for the approval of the existing Settlement under Rule
      9019 of the Federal Rules of Bankruptcy Procedure.  Absent
      an objection from the Creditors' Committee, the Debtors
      may proceed with the Settlement.

  (3) If the Settlement Amount for a Claim is not a De Minimis
      Settlement Amount and is greater than $50 million, the
      Debtors will be required to seek the approval of the
      Court.

  (4) Under the Settlement Procedures, the Debtors may settle
      claims where some or all of the consideration is being
      provided by a third party and where the Debtors are
      releasing claims against creditors or third parties.

  (5) On a quarterly basis, beginning on the quarter that starts
      on October 1, 2009, the Debtors will file with the Court
      a report of all settlements of Claims into which the
      Debtors have entered during the previous quarter, but will
      not report settlements that are the subject of a separate
      Rule 9019 request.  The Settlement reports will set forth
      the names of the parties with whom the Debtors have
      settled, the relevant Proofs of Claim numbers, the types
      of Claims asserted by the party, and the amounts for which
      the Claims have been settled.

  (6) On a monthly basis, beginning on November 1, 2009, the
      Debtors will provide the Creditors' Committee with a
      separate report of all settlements of a De Minimis
      Settlement Amount entered into in the preceding calendar
      month.

Mr. Miller points out that given the extraordinary size and
complexity of the Debtors' cases and claims pool, the Creditors'
Committee has reviewed and approved the thresholds set forth in
the Proposed Procedures that reflect the unique circumstances the
Debtors will be facing during the Claims Reconciliation Process.

Absent the Settlement Procedures, the Debtors would be required to
seek specific Court approval for each individual compromise and
settlement of a Claim.  Accordingly, Mr. Miller asserts, the
Settlement Procedures constitute a cost-effective method for
resolving outstanding claims and avoid the expense and risk
inherent in litigating those Claims.

                       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).


GENERAL MOTORS: Old GM Says 72 Reclamation Claims Have No Value
---------------------------------------------------------------
Motors Liquidaiton Co., formerly General Motors Corp., and its
units contend that 72 reclamation claims asserted by requesting
sellers each in varied amounts ranging from $2,854 to $16,502,266,
are invalid.

A list of the Disputed Reclamation Claims is available for free at
http://bankrupt.com/misc/GM_DisputedReclamationClaims.pdf

Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that Debtors' pre- and postpetition indebtedness were
secured by liens on substantially all of the Debtors' assets.
Therefore, prior to the Petition Date and for the entire duration
of the Reclamation Period, secured liens existed on substantially
all of the Debtors' assets, including the Goods described in the
Reclamation Demands.  Accordingly, the Debtors have concluded that
the existence of the Liens renders the Reclamation Claims
valueless, Mr. Miller says.

In addition, Mr. Miller says, the Requesting Sellers have no
right, pursuant to Section 546(c) of the Bankruptcy Code, to
reclaim goods delivered to the Debtors on a date that was not
within the period beginning on the date that preceded the Petition
Date by 45 days -- or April 17, 2009 -- and ending on the day
immediately preceding the Petition Date -- or May 31, 2009.  Thus,
the Requesting Sellers' Reclamation Claims are invalid to the
extent that they seek to reclaim goods that were delivered to the
Debtors on a date prior to the Reclamation Period or on or after
the Petition Date.

Mr. Miller continues that the Requesting Sellers entered into a
trade agreements with the Debtors, which provide that the Sellers
may not assert any reclamation claim or similar claim, including
any claim under Section 503(b)(9) of the Bankruptcy Code, on
account of any goods shipped prepetition and for which they have
not been paid.  Moreover, payment to such Essential Suppliers for
goods shipped prepetition either have been made or are in the
process of being made.  Therefore, Reclamation Claims asserted by
Sellers who signed a Trade Agreement are invalid, according to Mr.
Miller.

                       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).


GEORGIA GULF: Capital World Investors Discloses 26.6% Stake
-----------------------------------------------------------
Capital World Investors is deemed to be the beneficial owner of
8,770,360 shares or 26.6% of the 32,934,000 shares of Georgia Gulf
Common Stock believed to be outstanding as a result of Capital
Research and Management Company acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

The Income Fund of America, Inc., an investment company registered
under the Investment Company Act of 1940, which is advised by
Capital Research and Management Company, is the beneficial owner
of 2,659,046 shares or 8.1% of the 32,934,000 shares of Common
Stock believed to be outstanding.

CRMC manages equity assets for various investment companies
through two divisions, Capital Research Global Investors and
Capital World Investors.  The divisions generally function
separately from each other with respect to investment research
activities and they make investment decisions and proxy voting
decisions for the investment companies on a separate basis.

One or more clients of Capital World Investors have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock of Georgia Gulf
Corporation.  Capital World Investors holds more than 5% of the
outstanding Common Stock of Georgia Gulf as of September 30, 2009
on behalf of clients American High-Income Trust, The Income Fund
of America, Inc.

                        About Georgia Gulf

Georgia Gulf Corporation (NYSE: GGC) is a manufacturer and
international marketer of two integrated chemical product lines,
chlorovinyls and aromatics.  The Company's primary chlorovinyls
products are chlorine, caustic soda, vinyl chloride monomer (VCM),
vinyl resins and vinyl compounds.  Its aromatics products are
cumene, phenol and acetone.  The Company has four business
segments: chlorovinyls; window and door profiles, and moldings
products; outdoor building products, and aromatics.

At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.

Georgia Gulf has said factors that gave rise to the substantial
doubt about the Company's ability to continue as a going concern
have been remediated.  As of June 30, 2009, the Company is in
compliance with all required debt covenants.

In August 2009, Moody's Investors Service upgraded the Corporate
Family Rating of Georgia Gulf to B2 from Caa2 as a result of the
completion of the private debt-for-equity exchange offer and an
amendment to its credit facility that substantially improves the
company's liquidity.  As reported by the Troubled Company Reporter
on September 7, 2009, Standard & Poor's Ratings Services raised
its ratings on Georgia Gulf, including its corporate credit rating
to 'B' from 'D'.  The outlook is stable.


GEORGIA GULF: Registers 31.1MM Common Shares for Resale
-------------------------------------------------------
Georgia Gulf Corporation filed with the Securities and Exchange
Commission a prospectus relating to up to 31,148,503 shares of
Georgia Gulf common stock that may be offered for sale by
stockholders.  The selling stockholders may offer the shares from
time to time directly or, alternatively, through underwriters,
broker-dealers or agents.  The shares may be sold in one or more
transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or
at a negotiated price.  The sales may be effected in transactions
(which may involve block transactions) on any national securities
exchange or quotation service on which the common stock may be
listed or quoted at the time of sale, in the over-the-counter
market, in transactions otherwise than on the exchanges or
services or in the over-the-counter market, through the writing of
options or by any other method.

Georgia Gulf will not receive any proceeds from the sale of the
shares.

Georgia Gulf will pay all expenses associated with the
registration of the shares.  The selling stockholders will pay
underwriting discounts, commissions and transfer taxes, if any,
relating to their sale or disposition of the shares.

Georgia Gulf's common stock is listed on the New York Stock
Exchange under the symbol "GGC."

                        About Georgia Gulf

Georgia Gulf Corporation (NYSE: GGC) is a manufacturer and
international marketer of two integrated chemical product lines,
chlorovinyls and aromatics.  The Company's primary chlorovinyls
products are chlorine, caustic soda, vinyl chloride monomer (VCM),
vinyl resins and vinyl compounds.  Its aromatics products are
cumene, phenol and acetone.  The Company has four business
segments: chlorovinyls; window and door profiles, and moldings
products; outdoor building products, and aromatics.

At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.

Georgia Gulf has said factors that gave rise to the substantial
doubt about the Company's ability to continue as a going concern
have been remediated.  As of June 30, 2009, the Company is in
compliance with all required debt covenants.

In August 2009, Moody's Investors Service upgraded the Corporate
Family Rating of Georgia Gulf to B2 from Caa2 as a result of the
completion of the private debt-for-equity exchange offer and an
amendment to its credit facility that substantially improves the
company's liquidity.  As reported by the Troubled Company Reporter
on September 7, 2009, Standard & Poor's Ratings Services raised
its ratings on Georgia Gulf, including its corporate credit rating
to 'B' from 'D'.  The outlook is stable.


GEORGIA GULF: UniCredit SpA Discloses 18.19% Equity Stake
---------------------------------------------------------
UniCredit S.p.A.; Pioneer Global Asset Management S.p.A.; Pioneer
Investment Management, Inc.; and Pioneer Institutional Asset
Management, Inc., report that they beneficially owned in the
aggregate 6,002,058 shares or roughly 18.19% of Georgia Gulf
Corporation common stock.

PIM and PIAM are direct subsidiaries of PGAM and wholly owned
indirect subsidiaries of UniCredit SpA.  PGAM is a limited
liability company and the holding company incorporating all of the
UniCredit SpA asset management business.

                        About Georgia Gulf

Georgia Gulf Corporation (NYSE: GGC) is a manufacturer and
international marketer of two integrated chemical product lines,
chlorovinyls and aromatics.  The Company's primary chlorovinyls
products are chlorine, caustic soda, vinyl chloride monomer (VCM),
vinyl resins and vinyl compounds.  Its aromatics products are
cumene, phenol and acetone.  The Company has four business
segments: chlorovinyls; window and door profiles, and moldings
products; outdoor building products, and aromatics.

At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.

Georgia Gulf has said factors that gave rise to the substantial
doubt about the Company's ability to continue as a going concern
have been remediated.  As of June 30, 2009, the Company is in
compliance with all required debt covenants.

In August 2009, Moody's Investors Service upgraded the Corporate
Family Rating of Georgia Gulf to B2 from Caa2 as a result of the
completion of the private debt-for-equity exchange offer and an
amendment to its credit facility that substantially improves the
company's liquidity.  As reported by the Troubled Company Reporter
on September 7, 2009, Standard & Poor's Ratings Services raised
its ratings on Georgia Gulf, including its corporate credit rating
to 'B' from 'D'.  The outlook is stable.


GREATER ATLANTIC: Commences Consent Solicitation on TruPS Buyback
-----------------------------------------------------------------
Greater Atlantic Financial Corp. on October 5, 2009, commenced a
consent solicitation to obtain the consent of holders of 6.50%
Cumulative Convertible Trust Preferred Securities of Greater
Atlantic Capital Trust I to a supplemental indenture to the
Indenture, dated as of March 20, 2002, by and between Greater
Atlantic and Wilmington Trust Company, as Indenture Trustee,
governing the junior subordinated debentures related to the
Securities.

The terms of the supplemental indenture would permit Greater
Atlantic to purchase the Securities in the tender offer despite
the fact that Greater Atlantic exercised its right under the
Indenture to defer interest payments on the debentures.

Greater Atlantic is offering to pay $1.05 per share for the 6.50%
Cumulative Convertible TruPS.  The Company has said about 960,738
shares of 6.50% Cumulative Convertible TruPS are outstanding.

On June 15, 2009, Greater Atlantic entered into a definitive
Agreement and Plan of Merger with MidAtlantic Bancorp, Inc., and
GAF Merger Corp.  Pursuant to the Agreement and Plan of Merger,
MidAtlantic will acquire GAFC.

As a result of certain provisions of the federal securities laws,
MidAtlantic and Acquisition Sub are deemed to be co-bidders in the
tender offer.

A full-text copy of the First Amendment of Agreement and Plan of
Merger, dated as of September 29, 2009, is available at no charge
at http://ResearchArchives.com/t/s?467d

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


HAMILTON SPECTATOR: J. Kara Wins Old Printing Plant for $3MM
------------------------------------------------------------
The Hamilton Spectator reports that Jamil Kara of Vancouver said
that his company, J. Kara Capital Corp., won the auction for the
old Hamilton Spectator printing plant at 80 King William Street
with a $3,101,010 bid.  The deal would close on October 16, The
Hamilton Spectator says, citing Mr. Kara.  According to The
Hamilton Spectator, the plant went into receivership in 2008
before being completely converted into a 50-unit condo apartment
building.  The Hamilton Spectator relates that receiver Ira Smith
had recommended selling the plant to Canlight Realty Corp. for
$2.2 million until J. Kara submitted a last-minute offer of
$2.5 million last week, and the Ontario Superior Court Justice
Peter Cumming then allowed anyone interested to submit sealed bids
by Friday afternoon.

The Hamilton Spectator, founded in 1846, is a newspaper published
every day but Sunday in Hamilton, Ontario, Canada.


HARVEST OPERATIONS: Moody's Reviews 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service placed Harvest Operations Corp.'s
(Harvest) ratings under review for possible downgrade and lowered
its Speculative Grade Liquidity rating to SGL-4 from SGL-3.
Ratings placed under review were Harvest's B3 Corporate Family
Rating, B3 Probability of Default Rating and Caa1 senior unsecured
rating.

The review for possible downgrade reflects: i) Harvest's
refinancing risk, with its revolver (C$1.1 billion outstanding)
expiring on April 30, 2010, and its $250 million 7.875% senior
unsecured notes maturing in October 2011; ii) declining reserves,
production and cash flow from upstream operations and limited
available cash flow or funding to halt this decline; iii) Moody's
expectation that the refinery operation will require significant
capex to enhance and maintain its competitive position and will
produce negative free cash flow at current crack spreads; and iv)
continued unit holder distributions in the face of the above
challenges.

Harvest's SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity.  On a weakening of oil prices, Harvest is unlikely to
be able to fund its capex, interest payments, and distributions
from internally generated cash flow over the next 12 to 15 months,
and will have to rely on external financing, the availability and
amount of which is uncertain.  Compliance with financial covenants
will be dependent on the terms of any new credit facility, which,
if available, can be expected to have much more restrictive
covenants than those in place.  While the company may look to sell
some non-core assets to reduce debt, alternative liquidity sources
are limited given that all assets are pledged to the revolver
lenders, and any proceeds from asset sales would be required to
repay debt.

The review will focus on: i) Harvest's ability to renew its
revolver in a timely manner, the size of the revolver and
resultant available liquidity, and the terms of any such
financing; ii) the company's ability to maintain its production
given the high distributions and limited available cash flow and
liquidity to develop reserves; and iii) the company's plans to
address the currently weak cash flow of the refinery.

Downgrades:

Issuer: Harvest Operations Corp.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

On Review for Possible Downgrade:

Issuer: Harvest Operations Corp.

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Caa1, LGD4, 65%

Outlook Actions:

Issuer: Harvest Operations Corp.

  -- Outlook, Changed to Rating Under Review From Stable

The last rating action was on March 20, 2007, when Harvest's CFR
and PDR were downgraded to B3 from B2, its senior unsecured rating
was downgraded to Caa1 from B3, and a stable outlook was assigned.

Harvest Operations Corp. is a wholly-owned operating subsidiary of
Harvest Energy Trust, an integrated, publicly traded oil and
natural gas unit trust based in Calgary, Alberta, with
conventional producing oil and gas reserves in Western Canada, a
refinery in Come-By-Chance, Newfoundland, and a small number of
retail gasoline stations.


HINDU TEMPLE: Denies Ownership of Assets in Balance Sheet
---------------------------------------------------------
Andria Simmons at The Atlanta Journal-Constitution reports that
the Hindu Temple and Community Center of Georgia, Inc. leader
Annamalai Annamalai said that assets listed on temple balance
sheets as of December 2008 -- including three cars worth $148,000,
statues of idols valued at $168,000, and other religious
merchandise worth $134,000 -- belonged to other parties.

According to The Atlanta Journal-Constitution, Mr. Annamalai often
dodged questions about the value of land holdings and other assets
and said that "the temple doesn't own anything . . . . The
bookkeeper didn't know.  The [Hindu] Temple of Georgia doesn't own
anything."

The Atlanta Journal-Constitution relates that some critics and
creditors question Mr. Annamalai's lifestyle as being lavish, as
he lives in a million-dollar mansion in Sugarloaf Country Club in
Duluth.  According to court documents, the temple owes Mr.
Annamalai some $435,000 for three months' salary and a bonus.

The Atlanta Journal-Constitution states that Mr. Annamalai spent
untold legal fees on 24 lawsuits that are pending in various local
and federal courts against people he claims have either maligned
the temple or failed to pay fees for ritual services.

Mr. Annamalai, according to The Atlanta Journal-Constitution, said
that:

     -- two Lexus vehicles and a Mercedes listed on the temple
        balance sheets belong to him;

     -- 108 valuable statues that the temple has boasted about
        owning were on loan from another temple in Arizona; and

     -- other religious merchandise on display at the temple
        belongs to Indian Handicrafts in India.

The Atlanta Journal-Constitution says that the temple owns three
properties -- 9 acres in Norcross, a 52-acre undeveloped tract in
Carrollton, and a 17-acre residential property in the same city.
According to the report, Mr. Annamalai valued the properties at
$7 million, $2.1 million and $250,000, respectively.   Mr.
Annamalai hadn't produced appraisals to show why the value of the
properties increased so much only a few years after the temple
bought them, the report says, citing Valerie Richmond, an attorney
representing Anderson Lake.

Hindu Temple and Community Center of Georgia, Inc., filed for
Chapter 11 bankruptcy protection on August 31, 2009 (Bankr. N.D.
Ga. Case No. 09-82915).


ILLINOIS FINANCE: Fitch Cuts Ratings on $20 Mil. Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' the rating on
approximately $20 million Illinois Finance Authority revenue bonds
(Lutheran Social Services of Illinois Obligated Group LSSI),
series 2006.  The Rating Outlook is Stable.

The rating downgrade reflects the deterioration in Lutheran Social
Services of Illinois Obligated Group's operating profile and its
liquidity (both for the obligated group and including the
Cornerstone Foundation [Cornerstone]) over the past four fiscal
years.  Cornerstone Foundation is a non-obligated affiliate that
does not directly pledge its cash and investments to bondholders,
but does exist solely to support LSSI's mission and is viewed as
an additional source of liquidity.  At June 30, 2009, LSSI and
Cornerstone had combined cash and investments of $19.6 million,
which equates to 78 days cash on hand, 108% cash to debt, and a
14.3 times cushion ratio.  These figures have been on a steady
decline since fiscal year 2005, when they stood at 114 DCOH, 188%
cash to debt, and 18.5x cushion ratio.  Moreover, liquidity for
the obligated group has declined by approximately 50% since fiscal
2005, with DCOH at 26, cash to debt at 36% and the cushion ratio
at 4.8x, as of June 30, 2009.  Liquidity had been a historical
strength of LSSI and is a critical factor in LSSI's credit
profile, since LSSI not only relies on Cornerstone for balance
sheet support but is also dependent on it for annual contributions
to cover operating deficits.

In fiscal years 2007 and 2008, LSSI continued to have negative
excess margins of -1.9% and -5.6% (adjusted for a one time
$6 million gain on the sale of property), respectively, and
unaudited results for year-end fiscal 2009 show a -2.8% excess
margin.  For fiscal years 2007 and 2008, LSSI operational profile
showed further weakness as it had two consecutive years of
negative cash flow margins.  From fiscal 2001 through fiscal 2006,
LSSI recorded positive cash flow from operations that averaged
approximately $2.1 million per year.  While unaudited results show
LSSI returning to positive cash flow in fiscal 2009, at
approximately $850,000, it is still below the cash flow levels it
had earlier in the decade.

Operating pressure has come from the fiscal and political turmoil
in the state of Illinois.  LSSI receives more than 70% of its
funding from the state.  On a regular basis, LSSI does not receive
timely payments from the state, which puts further pressure on
LSSI's balance sheet and forces it to use a $4 million line of
credit, on which it pays interest.  While LSSI has worked to align
revenue with expenses, state program cuts are a growing credit
concern.  In July 2009, Fitch downgraded the rating on State of
Illinois's GO bonds to 'A' from 'AA-'.  The 'A' rating was
affirmed in September 2009, with Fitch noting the state's credit
standing to be negatively affected by its inability to fully
address current spending needs and accumulated deficits as well as
its structural budget gap.  The full press release, Fitch Rates
Illinois' $400MM GOs 'A', dated Sept.  15, 2009, is available at
www.fitchratings.com.

The Stable Outlook reflects management efforts to better align
revenues and expenses since the hiring of a new COO in fiscal
2007.  LSSI has consolidated administrative functions and areas,
including consolidating four foster care offices into one central
office, as well as working to keep staffing flexible to adjust to
changes in state contract funding levels.  LSSI has a relatively
light debt burden as maximum annual debt service ($1.4 million) is
1.9% of revenue.  This contributes to manageable fixed costs, and
with management working to control variable expenses (salaries and
benefits), it helps mitigate program cuts from the state.  The
Outlook also reflects the solid demand for and essentiality of the
services LSSI provides (foster care, mental health, senior
services and substance abuse).  While these services may face
budget cuts, it is unlikely that they will be completely
eliminated.  Fitch believes that these factors combined with
Cornerstone's historical support of LSSI provide stability at the
current rating level.

LSSI, headquartered in Des Plaines, IL, is a large, not-for-profit
residential and social services provider.  Total revenues of the
obligated group in fiscal 2008 were approximately $98.4 million.
In addition, LSSI has 16 non-obligated affiliates.  LSSI covenants
to provide audited financial statements within 180 days of each
fiscal year-end and quarterly disclosure of the first three fiscal
quarters within 90 days.


IRVINE SENSORS: Sells $2.44MM in Preferreds to 66 Investors
-----------------------------------------------------------
Irvine Sensors Corporation on September 30, 2009, entered into a
Subscription Agreement with 66 accredited investors, pursuant to
which the Company sold and issued to the Investors an aggregate of
3,490 preferred stock units at a purchase price of $700 per Unit.
The $2,443,000 aggregate purchase price for the Units was paid in
cash to the Company.

Each Unit is comprised of one share of the Company's newly created
Series B Convertible Preferred Stock, plus a five-year warrant to
purchase the number of shares of the Company's Common Stock equal
to 30% of the number of shares of Common Stock issuable from
conversion of one share of Series B Stock at the initial
conversion price.  The initial exercise price of each Investor
Warrant is $0.55, which was 110% of the last consolidated closing
bid price of the Company's Common Stock as determined in
accordance with Nasdaq rules immediately preceding the Company
entering into the binding Subscription Agreement.  The total
number of shares of Common Stock issuable upon exercise of the
Investor Warrants at the initial exercise price is 2,094,000 in
the aggregate.

Each share of Series B Stock is convertible at any time at the
holder's option into 2,000 shares of Common Stock at an initial
conversion price per converted share of Common Stock equal to
$0.50, which was the last consolidated closing bid price of the
Company's Common Stock as determined in accordance with Nasdaq
rules immediately preceding the Company entering into the binding
Subscription Agreement.  The conversion price of the Series B
Stock is subject to adjustment for stock splits, stock dividends,
recapitalizations and the like.  The total number of shares of
Common Stock issuable upon conversion of the Series B Stock at the
initial conversion price is 6,980,000 in the aggregate.

In consideration for services rendered as the lead placement agent
in the Private Placement, on September 30, 2009, the Company paid
J.P. Turner & Company, LLC (i) cash commissions aggregating
$195,440, which represents 8% of the gross proceeds of the Private
Placement, (ii) a management fee of $48,860, which represents 2%
of the gross proceeds of the Private Placement and (iii) an
expense allowance fee of $73,290, which represents 3% of the gross
proceeds of the Private Placement, and issued to J.P. Turner
Partners, L.P. a five-year warrant to purchase 907,400 shares of
the Company's Common Stock at an exercise price of $0.55 per
share, which was 110% of the last consolidated closing bid price
of the Company's Common Stock as determined in accordance with
Nasdaq rules immediately preceding the Company entering into the
Agent Warrant.

The Investor Warrants and the Agent Warrant may be exercised in
cash or pursuant to a net exercise provision if the Company does
not register the shares of Common Stock issuable upon exercise of
the Investor Warrants or Agent Warrant on or prior to March 30,
2010.  The exercise price of the Investor Warrants and the Agent
Warrant is subject to adjustment for stock splits, stock
dividends, recapitalizations and the like.  The Investor Warrants
and Agent Warrant also are subject to a blocker that would prevent
each holder's Common Stock ownership at any given time from
exceeding 4.99% of the Company's outstanding Common Stock (which
percentage may increase but never above 9.99%).

None of the Series B Stock, Investor Warrants, Agent Warrant or
the Common Stock issuable upon conversion or exercise thereof has
been registered under the Securities Act of 1933 and none may be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  The Company
does not plan to register the Series B Stock, Investor Warrants or
Agent Warrant (or the Common Stock issuable upon exercise of the
Investor Warrants or Agent Warrant), but has agreed to file a
registration statement on Form S-3 covering the resale of such
number of shares of Common Stock issuable upon conversion of the
Series B Stock as is permitted to be registered for resale under
the rules of the Securities and Exchange Commission.

The number of shares of the Company's Common Stock outstanding
immediately after the closing of the Private Placement was
9,995,716 shares.

                       About Irvine Sensors

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

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

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

                           *     *     *

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


IRVINE SENSORS: To Issue Series B Convertible Preferreds
--------------------------------------------------------
Irvine Sensors Corporation reports that on September 25, 2009, it
filed with the Delaware Secretary of State a Certificate of
Designations of Rights, Preferences, Privileges and Limitations of
Series B Convertible Preferred Stock that created a new Series B
Convertible Preferred Stock of the Company, authorized 10,000
shares of Series B Stock with a par value of $0.01 and designated
the rights, preferences, privileges and limitations of the Series
B Stock.

The Series B Stock is non-voting, except to the extent required by
law.  With respect to distributions upon a deemed dissolution,
liquidation or winding-up of the Company, the Series B Stock ranks
senior to the Common Stock and junior to both the Company's Series
A-1 10% Cumulative Convertible Preferred Stock and Series A-2 10%
Cumulative Convertible Preferred Stock.  The liquidation
preference per share of Series B Stock equals its stated value,
$1,000 per share.  The Series B Stock is not entitled to any
preferential cash dividends; however, the Series B Stock is
entitled to receive, pari passu with the Company's Common Stock,
such dividends on the Common Stock as may be declared from time to
time by the Company's Board of Directors.

Each share of Series B Stock is convertible to Common Stock at any
time at the holder's option at the conversion price as set forth
in the Certificate of Designations.  The Series B Stock is not
redeemable by the holder thereof, but the Company will have the
right, upon 30 calendar days' prior written notice, to redeem the
Series B Stock at its stated value, $1,000 per share.  The
approval of the holders of at least a majority of the then
outstanding Series B Stock will be required for certain matters,
including to (i) amend the Certificate of Designations in a manner
which would impair the rights of the holders of the Series B Stock
or (ii) issue any shares of preferred stock with rights,
preferences or privileges senior to or pari passu with the Series
B Stock. The Series B Stock is also subject to a blocker that
would prevent each holder's Common Stock ownership at any given
time from exceeding 4.99% of the Company's outstanding Common
Stock (which percentage may increase but never above 9.99%).

                       About Irvine Sensors

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

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

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

                           *     *     *

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


JAYHAWK ENERGY: Posts $596,000 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
JayHawk Energy, Inc., reported a net loss of $595,871 on total net
revenues of $169,407 for the third quarter ended June 30, 2009,
compared with a net loss of $661,544 on total net revenues of
$452,315 in the same period in 2008.

For the three-month period ending June 30, 2009, oil sales were
$144,257, compared to $430,022 for the same period in 2008.  The
Company reported that the decline in lil sales was primarily
attributable to declines in prices received for its crude oil.
Additionally, all five wells where shut-in for 45 days during the
months of January and February 2009, due to constraints of weather
conditions.

Revenues derived from the sale of gas for the three months ending
June 30, 2009, were $25,150, compared with $22,293 in the
corresponding period of 2008.

Total costs and operating expenses were $765,278 for the third
quarter ended June 30, 2009, compared with $1,113,859 in the
comparable period last year.

The Company incurred a net loss of $1,782,485 on total net
revenues of $383,278 for the nine months ended ended June 30,
2009, compared with a net loss of $994,753 on total net revenues
of $710,872 in the same period in 2008.

For the nine months ended June 30, 2009, oil sales were $295,214,
compared to $688,579 for the same period in 2008.  Gas sales were
$88,064 for the nine months ended June 30, 2009, compared with
$22,293 in the corresponding period of 2008.

Net cash used by operating activities totaled $159,227 for the
nine months ending June 30, 2009, compared to $548,520 used in
operating activities for the nine month period ending June 30,
2008.

Net cash used in investing activities totaled $32,772 in the nine
months ending June 30, 2009, as compared to $5,489,167 used in the
same period ending June 30, 2008.

Net cash provided by financing activities during the nine months
ending June 30, 2009, was $200,000.  For the nine month period
ending June 30, 2008, $5,899,901 was provided by financing
activities.

The Company says that its revenue and operating cash flows are
highly dependent on the prices it receives for crude oil and
natural gas.  A substantial decline in these prices will further
reduce the Company's operating results and cash flows, and will
impact its rate of growth and the carrying values of its assets.
For the immediate future the Company plans to reduce its operating
expenses, consolidate its properties, and fund its future
operations by joint venturing, obtaining additional financing from
investors, and attaining additional commercial production.
However, the Company says is no assurance that it will be able to
achieve these objectives.

At June 30, 2009, the Company's consolidated balance sheet showed
$9,228,410 in total assets, $1,611,412 in total liabilities, and
$7,616,998 in total stockholders' equity.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $396,723 in total current assets
available to pay $1,473,769 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the third quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?46a2

                       Going Concern Doubt

Meyers Norris Penny LLP, in Calgary, Canada, expressed substantial
doubt about JayHawk Energy, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended September 30, 2008.  The auditing
firm said that the Company's ability to continue as a going
concern is dependent on obtaining sufficient working capital to
fund future operations.

                       About JayHawk Energy

Based in Post Falls, Idaho, JayHawk Energy, Inc. (OTC BB: JYHW)
-- http://www.jayhawkenergy.com/-- and its wholly owned
subsidiary JayHawk Gas Transportation Corporation, is engaged in
the acquisition, exploration, development, production and sale of
natural gas, crude oil and natural gas liquids primarily from
conventional reservoirs within North America.  The Company
incorporated in April 2004 as Bella Trading Company, Inc. and
changed management and entered the oil and gas business in June of
2007.  To date, the Company has acquired three main properties,
the Uniontown in Kansas, the Candak in North Dakota, and Girard in
Kansas.


JOHN STOKES: Court Keeps Order Converting Case to Chapter 7
-----------------------------------------------------------
Tristan Scott at the Missoulian reports that John Stokes has
failed to gain from his bid for a bankruptcy reorganization.
According to the report, the Hon. Ralph B. Kirscher of the U.S.
Bankruptcy Court for the District of Montana has denied John
Stokes' request for an additional 20 days to prepare for his
arguments, saying that legal paperwork critical to his case has
remained locked inside the KGEZ station since he lost control of
his assets and was ushered off the premises on September 24.

Missoulian, citing Judge Kirscher, relates that motions for
reconsideration under Chapter 11 bankruptcy are "extremely
limited" in their scope, and that Mr. Stokes had ample time to
prepare for Thursday's hearing.  "I think given your intellect and
knowledge of this case you've had adequate preparation to support
your position in these matters.  In any event, these motions for
consideration are denied," the report quoted Judge Kirscher said
as saying.  The report states that James H. Cossitt, a Kalispell
attorney representing the Chapter 7 trustee in the matter, said
that the issues raised in Mr. Stokes' motions don't require any
documentation.

According to Missoulian, Mr. Stokes represented himself as a pro
se litigant during a motions hearing.  Mr. Stokes explained that
he unsuccessfully sought representation from 45 different
attorneys but has finally retained counsel from Atlanta who will
be arriving in Montana this week, the MIssoulian relates.

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

The Court eventually converted Mr. Stokes' Chapter 11
reorganization case to Chapter 7 liquidation when the Debtor
failed to accurately disclose his assets to the court, meet
financial reporting requirements, pay filing fees, file state or
federal income taxes for years.


JOHNSONDIVERSEY INC: Clayton Investment Won't Alter Moody's Rating
------------------------------------------------------------------
Moody's Investors Service stated that it does not expect to take
any immediate rating action following JohnsonDiversey, Inc.'s
announcement that Clayton, Dubilier & Rice, Inc., will invest
$477 million for a 46% equity interest in the company as part of a
broader recapitalization transaction valued at $2.6 billion.

The last rating action on JohnsonDiversey was on June 10, 2008, at
which time affirmed the B2 Corporate Family Rating and B2
Probability of Default Rating of JohnsonDiversey and raised the
rating on the senior subordinated notes to B2 from B3.

JohnsonDiversey, Inc., is a leading global supplier of cleaning,
hygiene, and sanitizing products, equipment and related services
to the institutional and industrial cleaning and sanitation
markets.


JOHNSONDIVERSEY INC: Fitch Comments on Clayton's $477 Mil. Deal
---------------------------------------------------------------
Fitch Ratings views the announced $477 million equity investment
by a Clayton, Dubilier & Rice managed fund in JohnsonDiversey,
Inc.'s and the recapitalization, which include debt financing of
approximately $1.9 billion, as moderately positive for
JohnsonDiversey's ratings.  The transaction is expected to close
before year-end, subject to completion of the debt financing and
regulatory approvals.  Fitch will review JohnsonDiversey's
ratings, when more details about the transaction become available.

Fitch currently rates JohnsonDiversey

  -- Issuer Default Rating 'B-';
  -- Senior secured bank credit facilities 'BB-/RR1';
  -- Subordinated debt rating 'B-/RR4'.

In addition, Fitch rates JohnsonDiversey Holdings Inc.:

  -- IDR 'B-';
  -- Senior discount notes 'CCC/RR6'.

The Rating Outlook for both JohnsonDiversey and JohnsonDiversey
Holdings, Inc., was revised to Negative from Stable on April 6,
2009.  The Negative Outlook reflects JohnsonDiversey's continued
negative free cash flow levels, weak credit metrics after
adjusting for debt levels at the parent company and when viewed
against funds from operations (FFO as opposed to EBITDA based
metrics) and the potential for deteriorating earnings and cash
flow levels stemming from weak global economic conditions.
Another key driver of the Negative Outlook related to Fitch's
concerns about potential changes in the capital structure of the
company stemming from the December 2010 debt maturities and the
May 2010 'put' by Unilever.  As currently announced, the change in
ownership of the company combined with the recapitalization of the
company's debt structure appear to have removed concerns related
to this risk as current bondholders are not expected to realize
negative implications from the transaction.

As per the announcement, a CD&R managed fund will invest
$477 million for a 46% equity interest in JohnsonDiversey.  At the
same time, the Johnson family will reduce its ownership stake to
50% from the current 67%.  Unilever NV (Unilever) also will reduce
its equity stake in the company to 4% from 33%.  Unilever is
expected to receive $158 million in cash and $250 million in notes
with a 10.5% coupon, which is payable in cash or kind.  Fitch
views the envisaged new ownership structure as moderately positive
as it removes uncertainties related to Unilever's put option.

The transaction also includes debt financing of approximately
$1.9 billion.  While details of the debt financing are not yet
available, Fitch expects that proceeds will be used to repay all
or a substantial portion of the company's existing debt of
approximately $1.5 billion including $391 million of senior
discount notes at JohnsonDiversey Holdings, Inc. as of July 3,
2009.  As a result, Fitch anticipates that debt maturities will be
more balanced and extended over a longer period of time than
maturities for the company's existing debt.  It is important to
note that Fitch does not anticipate debt levels in aggregate to
fall as a result of the proposed transaction.  All of the
company's existing debt and credit facilities will mature between
now and 2013, including the $175 million revolving credit facility
with $51 million outstanding as of July 3, 2009, the fully drawn
$100 million Delayed Draw Term Loan, both maturing in December
2010, and $325 million Term Loan B maturing in December 2011,
$617 million 9.625% Senior Subordinated Notes in 2012 and the
structurally subordinated $391 million 10.67% Senior Discount
Notes at the holding level in 2013.

JohnsonDiversey is a global player in the industrial and
institutional (I&I) cleaning market and sells its products into
these product segments: floor care, foodservice, food processing,
restroom/housekeeping, laundry and industrial.  JohnsonDiversey is
currently a wholly owned subsidiary of JohnsonDiversey Holdings,
which is currently owned by Commercial Markets Holdco (67%) and
Unilever (33%).  JohnsonDiversey had approximately $3.1 billion in
net sales, and Fitch calculated operating EBITDA of approximately
$323 million for the last twelve months ending July 3 2009.  The
company also announced that it will change its name to 'Diversey,
Inc' upon closing of the transaction.


JON HARDER: Can't Block Secured Creditors from Pursuing LLCs
------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor failed to show that he
had a reasonable likelihood of a successful reorganization.  Thus,
he was not entitled to a preliminary injunction barring lenders
from pursuing collection actions against senior assisted living
facilities (ALF) for which he was a guarantor.  The debtor was a
member of hundreds of LLCs formed to own and operate the ALFs.
However, he had assigned his interests in LLCs to a restructuring
officer.  There was no evidence as to the ALFs' value to the
debtor.  In re Harder, --- B.R. ----, 2009 WL 960225 (Bankr. D.
Ore.).

Jon M. Harder is the chief executive officer and majority
shareholder of Sunwest Management Inc., the manager of over 280
senior living facilities around the country, serving over 18,000
residents and employing 12,000 people.  The care facilities are
owned and operated by more than 700 special purpose entities,
generally LLCs that own the facilities and the underlying real
estate.  Mr. Harder and some affiliated LLCs filed for Chapter 11
protection (Bankr. D. Ore. Case No. 08-37225) on December 31,
2008, is represented by James Ray Streinz, Esq., at McEwan Gisvold
LLP, in Portland, Ore., and estimated more than $100 million in
debts and assets at the time of the filing.


KIWA BIO-TECH: CEO Wei Li Receives $75,000 Salary for 2008
----------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation's Chief Executive Officer
Wei Li received a $75,000 salary in 2008, according to a
regulatory filing by the Company with the Securities and Exchange
Commission.  The CEO was also paid $75,000 for 2007.

Chief Financial Officer Lianjun Luo received a $48,000 salary in
2008.  In 2007, the CFO received a $60,000 salary, which included
$12,000 in Non-Equity Incentive Plan Compensation.

The Company said it had no officers or directors whose total
annual salary and bonus during either 2008 or 2007 exceeded
$100,000.

Headquartered in Claremont, California, Kiwa Bio-Tech Products
Group Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/
-- develops, manufactures, distributes and markets bio-
technological products for agricultural and natural resources and
environmental conservation.  The Company has established two
subsidiaries in China: (1) Kiwa Shandong in 2002, a wholly owned
subsidiary, and (2) Kiwa Tianjin in July 2006, of which the
company holds 80% equity.

                       Going Concern Doubt

On March 6, 2009, Mao & Company, CPAs, Inc., in New York City
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for periods ended December 31, 2008, and 2007.  The
auditors pointed that the Company has suffered recurring losses
from operations, has debts maturing in 2009 and has a working
capital deficit and a net capital deficiency as of December 31,
2008.


KIWA BIO-TECH: No Schedule Yet for Annual Stockholders' Meeting
---------------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation will hold its Annual
Meeting of the Stockholders on [_______] [___], 2009, at 10:00
a.m. local time at the Company's executive office located at Room
1702, Building A, Beijing Global Trade Center, 36 North Third Ring
Road East, Dongcheng District, Beijing, People's Republic of
China.

The purpose of the annual meeting is to consider and vote upon
each of these proposals:

     1. elect five nominees as nominated by the Board of Directors
        to serve a one-year term on the Board of Directors set to
        expire at the 2010 annual meeting of stockholders and
        until their respective successors are elected and
        qualified;

     2. ratify the selection and appointment of AGCA, Inc., as the
        Company's independent auditors for the fiscal year ending
        December 31, 2009;

     3. approve an amendment to our certificate of incorporation
        to increase the number of authorized shares of the
        Company's common stock from 400,000,000 to 800,000,000
        shares; and

     4. transact other business as may properly come before the
        meeting or any adjournment thereof.

Only stockholders of record at the close of business on August 24,
2009, will be entitled to notice of, and to vote at, the annual
meeting and any adjournments thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?46a6

On September 25, the Company filed with the Securities and
Exchange Commission Amendment No. 1:

     -- on Form 10-Q/A to its Quarterly Report on Form 10-Q for
        the period ended June 30, 2009

        See http://ResearchArchives.com/t/s?46a7

     -- on Form 10-Q/A to its Quarterly Report on Form 10-Q for
        the period ended March 31, 2009

        See http://ResearchArchives.com/t/s?46a8

     -- on Form 10-K/A to its Quarterly Report on Form 10-K for
        the year ended December 31, 2008

        See http://ResearchArchives.com/t/s?46a9

The Company filed Amendment No. 1 to amend Item 4 "Controls and
Procedures".

At June 30, 2009, the Company's balance sheet showed total assets
of $4.98 million and total liabilities of $10.61 million,
resulting to a stockholders' deficit of $5.63 million.

For three months ended June 30, 2009, the Company posted a net
loss of $601,219 compared with a net loss of $640,744 for the same
period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $1.44 million compared with a net loss of $1.34 million for the
same period in 2008.

Headquartered in Claremont, California, Kiwa Bio-Tech Products
Group Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/
-- develops, manufactures, distributes and markets bio-
technological products for agricultural and natural resources and
environmental conservation.  The Company has established two
subsidiaries in China: (1) Kiwa Shandong in 2002, a wholly owned
subsidiary, and (2) Kiwa Tianjin in July 2006, of which the
company holds 80% equity.

                       Going Concern Doubt

On March 6, 2009, Mao & Company, CPAs, Inc., in New York City
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for periods ended December 31, 2008, and 2007.  The
auditors pointed that the Company has suffered recurring losses
from operations, has debts maturing in 2009 and has a working
capital deficit and a net capital deficiency as of December 31,
2008.


LE-NATURE'S INC: Trustee, BDO Spat Heads to Arbitration
-------------------------------------------------------
Law360 reports that a dispute between BDO Seidman LLP and Le-
Nature's Inc.'s liquidation trustee over engagement letters will
be hashed out in arbitration after a federal court tossed out the
bulk of the case this summer and the accounting firm agreed to
drop its sole remaining claim, which alleged a breach of a
mediation agreement.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LIFE SCIENCES: To Hold Stockholders' Meeting on Lion Merger
-----------------------------------------------------------
Life Sciences Research, Inc., intends to hold a special meeting of
stockholders to ask them to consider and vote upon a proposal to
approve the merger of Lion Merger Corp. with and into the Company
pursuant to the terms of the Agreement and Plan of Merger, dated
as of July 8, 2009, among Lion Holdings, Inc., Lion Merger Corp.
and the Company.  No date has been set yet for the special
meeting.

Lion Holdings and Lion Merger Corp. were newly formed by Andrew H.
Baker, the Chairman and Chief Executive Officer of the Company, to
engage in the proposed merger.  Lion Merger Corp. is a wholly
owned subsidiary of Lion Holdings, Inc.

If the proposed merger is completed, each issued and outstanding
share of the Company's voting common stock, par value $0.01 per
share, owned by shareholders -- other than shares owned by Lion
Holdings, Inc., Lion Merger Corp., or any other direct or indirect
wholly owned subsidiary of Lion Holdings, Inc. (including shares
to be directly or indirectly contributed to Lion Holdings, Inc. by
Mr. Baker and his affiliate, Focused Healthcare Partners, L.L.C.,
prior to the effective time of the merger) and shares owned by any
direct or indirect wholly owned subsidiary of the Company -- will
be converted into the right to receive $8.50 in cash, without
interest and less any applicable withholding taxes.

The price represents a premium of roughly 77% over the closing
market price of the Company's voting common stock of $4.79 per
share on March 3, 2009, the last trading day prior to public
announcement of Mr. Baker's initial offer to acquire the Company
for $7.50 per share.  The price also represents a premium of 13%
over Mr. Baker's initial proposal and a premium of 18% over the
closing market price of the Company's voting common stock of $7.18
per share on July 8, 2009, the last full trading day prior to the
announcement by the Company that it had entered into the merger
agreement.

A special committee of the board of directors consisting solely of
the Company's non-employee, independent directors was charged with
evaluating strategic alternatives for the Company and unanimously
recommended approval of the merger.  Based upon this
recommendation, the Company's board of directors, with Andrew
Baker and Brian Cass abstaining, has unanimously determined that
the merger and the transactions contemplated by the merger
agreement are in the best interests of the Company and its
stockholders, and has unanimously approved the merger.  The board
of directors, with Messrs. Baker and Cass abstaining, recommends
approval of the merger.

Mr. Baker and his affiliates beneficially owned as of the record
date roughly 18.4% of the Company's shares, which shares would be
counted for purposes of determining the state law vote but would
not be counted for purposes of determining the neutralized vote.
Accordingly, assuming that Mr. Baker and his affiliates voted all
of their shares in favor of the merger, the affirmative vote of
greater than roughly 38.7% of the remaining 81.6% of the shares
(or 31.6% of all outstanding shares) would be required to approve
the merger for purposes of the state law vote, and, assuming all
of the Company's stockholders voted all of their shares with
respect to the merger, the affirmative vote of a majority of the
remaining 81.6% of the shares would be required to approve the
merger for purposes of the neutralized vote.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?469f

                    About Life Sciences Research

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

As of June 30, 2009, the Company had $183,594,000 in total assets
and $191,293,000 in total liabilities, resulting in $7,699,000 in
stockholders' deficit.


LITHIUM TECHNOLOGY: Inks Three Consulting Agreements
----------------------------------------------------
Lithium Technology Corporation on September 25, 2009, entered into
a consulting agreement with each of Steenbergh Management B.V.,
FMSUD Consultancy B.V., and OUIDA Management Consultancy B.V.

Each of the Consulting Agreements has a term until December 31,
2010, and may be terminated on 60 days written notice.  Each
Consulting Agreement provides that the Consultant will consult
with the directors, officers and employees of the Company
concerning matters relating to the management and organization of
the Company, its financial policies, the terms and conditions of
employment of the Company's employees, and generally any matter
arising out of the business affairs of the Company.

The Steenbergh Consulting Agreement provides for Christiaan van
den Berg, an employee of Steenbergh, the Chief Executive of Arch
Hill Capital and the Co-Chairman of the Board of the Company, to
spend a minimum of 32 hours per month in fulfilling his
obligations under the Consulting Agreement and the payment by the
Company of a monthly fee of Euros 4,167.

The FMSUD Consulting Agreement provides for Fred J. Mulder, an
employee of FMSUD and the Co-Chairman of the Board of the Company,
to spend a minimum of 32 hours per month in fulfilling his
obligations under the Consulting Agreement and the payment by the
Company of a monthly fee of Euros 4,167.

The OUIDA Consulting Agreement provides for Theo M.M. Kremers, an
employee of OUIDA Management Consultancy B.V. and the Chief
Executive Officer and a director of the Company, to spend a
minimum of 160 hours per month in fulfilling his obligations under
the Consulting Agreement and the payment by the Company of a
monthly fee of Euros 20,820.

On March 25, 2009, the Company filed an Amendment to its Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware, to increase the number of authorized shares of
the Company's common stock to 3,000,000,000 shares.  The increase
in the number of authorized shares of common stock was needed in
order for the Company to have an adequate reserve of common stock
available for issuance upon conversion of existing convertible
securities and exercise of outstanding options and warrants and to
satisfy certain commitments to issue common stock.

The Company has instructed its transfer agent to issue 264,103,114
shares of Company Common Stock upon conversion of all outstanding
100,000 shares of Series B Preferred Stock, 583,000,000 shares of
Company Common Stock upon conversion of all outstanding 233,200
shares of Series C Preferred Stock, 190,172,300 shares of Company
Common Stock to Arch Hill Capital due in connection with a
February 2008 debt exchange, and 19,500,000 shares to certain
current and former executives and consultants for share
compensation due and owing by the Company.

                        Going Concern Doubt

The June 11, 2009 audit report of Amper, Politziner & Mattia LLP,
in Edison, New Jersey, raised substantial doubt about the
Company's ability to continue as a going concern.

The Company posted a net loss of $6,414,000 for the year ended
December 31, 2008, from a net loss of $24,391,000 in 2007.

Revenues from product sales increased to $4,167,000 or 59% in the
year ended December 31, 2008 from $2,609,000 in the same period in
2007.

As of December 31, 2008, the Company had total assets of
$11,107,000, and total liabilities of $21,897,000, resulting in
stockholders deficit of $10,790,000.

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is a global manufacturer and provider of rechargeable
energy storage solutions for diverse applications.  The Company
designs and builds a limited amount of large format, cylindrical
lithium-ion (Li-ion) rechargeable cells and engineers and builds
lithium-ion (Li-ion) rechargeable batteries complete with battery
management systems for use in transportation, military/national
security and stationary power markets.  LTC also manufactures its
own unique large format, cylindrical cells.


LIZ CLAIBORNE: Unveils New Distribution Strategy for Franchise
--------------------------------------------------------------
Liz Claiborne Inc disclosed bold steps to further the
revitalization of the Liz Claiborne brand franchise and to
significantly alter its earnings trajectory.  To accomplish this,
the company has entered into a long-term licensing agreement with
J. C. Penney Company, Inc., under which JCPenney will become the
exclusive department store destination for all Liz Claiborne and
Claiborne branded merchandise in the United States and Puerto
Rico.  The other important element of this strategy is moving the
distribution of the Liz Claiborne New York brand designed by Isaac
Mizrahi to QVC.  As a result of these agreements, the company
expects the Liz Claiborne wholesale brand franchise to swing from
a meaningful adjusted operating loss in 2009 to a targeted
adjusted operating profit in 2010.

             Liz Claiborne and Claiborne Brands
                    Exclusive to JCPenney

The Liz&Co. and Concepts by Claiborne brands, launched at JCPenney
in 2007, have consistently been among JCPenney's strongest
exclusive brand performers, reflecting the enormous appeal of the
Liz Claiborne brand to the JCPenney customer.  This milestone,
strategic agreement substantially expands this highly successful
partnership by launching full lifestyle collections under both the
Liz Claiborne and Claiborne brand names, available in JCPenney
stores, catalog and on jcp.com beginning in Fall 2010.

With this agreement, all Liz Claiborne merchandise at JCPenney -
which will include approximately 30 merchandise categories will
now be sold in JCPenney's highly affordable better/best pricing
category.  Liz Claiborne Inc. will lead the design process,
JCPenney will be responsible for sourcing, production, marketing
and distribution and they will together merchandise the brand.

Additional highlights of the JCPenney agreement include:

    --  The agreement has a term of up to 10 years beginning in
        August 2010.  At the end of year five, after certain
        consents have been obtained, JCPenney will have the
        option to acquire the licensed trademarks and
        other Liz Claiborne brands for use in the U.S. and
        Puerto Rico.  JCPenney will also have the option to
        take ownership of the marks in the same territory at
        the end of year 10.

    --  Liz Claiborne Inc. will receive design service fees
        and royalties as a percent of sales plus gross profit
        sharing with guaranteed minimums.

    --  The merchandise will be sourced by JCPenney's well
        established sourcing organization to leverage a long
        history of supplier relationships and leading edge,
        proprietary technology and processes.

    --  The launch of Liz Claiborne and Claiborne will
        include a full range of apparel for women and men,
        as well as accessories, shoes and home.

    --  Liz Claiborne Inc. retains the rights to market
        and distribute the Liz Claiborne, Liz & Co., Claiborne
        and Concepts by Claiborne labels outside of the U.S.

Commenting on the JCPenney strategic partnership, Liz Claiborne
Inc. chief executive officer William L. McComb said: "There are
few brands, across the American landscape, with the history,
cultural significance, and consumer credentials as the Liz
Claiborne brand.  Today, we've taken bold steps that honor this
amazing heritage.  After two very successful years partnering with
JCPenney, we decided it was time to take it to the next level.
The commitment, the connection to the consumer and the brand
stewardship JCPenney has brought to the table have been nothing
short of outstanding.  I have often talked about the need for
strategies that allow companies to 'win with the winners' and this
strategic alliance with JCPenney turns those words into action.
By simplifying our model and working with them as our exclusive
department store partner, we can reach the consumer and profitably
manage the future of this iconic brand."

Myron E. (Mike) Ullman, III, chairman and chief executive officer
of JCPenney said: "Liz Claiborne is one of the most recognized
brands in the history of American apparel retailing with a deeply
loyal following, and our research shows that it is among the most
desired by the JCPenney customer.  In capitalizing on each of our
strengths, this agreement brings huge benefits to both companies
by giving our customers a substantially expanded Liz Claiborne
offering at a more accessible price point than ever before."

            Liz Claiborne New York, Designed by
                Isaac Mizrahi, Moves to QVC

Liz Claiborne Inc., in collaboration with Isaac Mizrahi, announced
that it has entered into an agreement to offer the prestigious Liz
Claiborne New York line on QVC, one of the world's leading
multimedia retailers, beginning with Fall 2010 merchandise.  Under
the agreement, Isaac Mizrahi will design the line of premium
apparel, accessories and home products; QVC will merchandise and
source the product, with Liz Claiborne Inc. providing brand
management oversight.  Liz Claiborne New York will exit the
department store channel completely after Holiday 2009.

Additional highlights of the QVC deal include:

    --  QVC has the rights to use the Liz Claiborne New York
        brand with Isaac Mizrahi as creative director on any
        apparel, accessories, or home categories in their U.S.
        and international markets.

    --  Liz Claiborne New York product at QVC will have
        higher-end styling and quality.

    --  The multi-year agreement has renewal rights.

    --  Liz Claiborne Inc. receives royalty on net sales.

Regarding the move to QVC, Mr. McComb said, "In order for us to
fully capitalize on the Liz Claiborne New York brand's vast equity
with consumers, we needed to find a more productive distribution
strategy.  Given QVC's rich, brand-enhancing selling environment
and its extremely consumer-centric culture, as well as its recent
announcement to support the launch of the comprehensive lifestyle
collection IsaacMizrahiLive!(TM), QVC is ideal for Liz Claiborne
New York.  I am excited to think that Isaac Mizrahi and Liz
Claiborne New York will play a major role at QVC as they become
one of the great success stories of the next decade."

Isaac Mizrahi said, "The opportunities for the Liz Claiborne New
York brand inherent in this new distribution strategy with QVC are
thrilling for me.  It affords us the ability to elevate the brand
and effectively balance the collection so that we are able to
maximize its sales potential.  It is exciting for me to link my
relationship with Liz Claiborne and my relationship with QVC,
together we will revolutionize the way a brand builds and provides
a direct voice to the customer."

Commenting on this agreement, QVC's president and CEO Mike George
said, "We're thrilled to collaborate with the Liz Claiborne
organization to celebrate and reignite the heritage of this
incredible fashion story in an entirely fresh, new retail
environment.  This iconic fashion brand, powered by the brilliant
design talent of Isaac Mizrahi, presented through QVC's immersive
multimedia experience -- for anyone who loves to shop, it's an
exciting glimpse at the future of retailing."

                      About Liz Claiborne

Liz Claiborne Inc. -- http://www.lizclaiborneinc.com/-- designs
and markets a global portfolio of retail-based premium brands
including Kate Spade, Juicy Couture, Lucky Brand and Mexx.  The
Company also has a refined group of department store-based brands
with strong consumer franchises including the Liz Claiborne and
Monet families of brands, Kensie, Kensiegirl, Mac & Jac, and the
licensed DKNY Jeans Group.

                          *     *     *

As reported by the TCR on August 19, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on New York-
based Liz Claiborne Inc. to 'B' from 'BB-'.  The outlook is
negative.  S&P also lowered the senior unsecured debt rating to
'B-'.  The recovery rating remains '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  As of July 4, 2009, Liz Claiborne had about
$1.6 billion of debt outstanding (including capitalized operating
leases).

According to the TCR on August 17, 2009, Moody's Investors Service
lowered Liz Claiborne Inc's Corporate Family Rating and
Probability of Default Rating to B2 from Ba3.  The Company's
EUR 350 million senior unsecured notes were lowered to Caa1 (LGD
5, 83%) from B2 (LGD 5, 85%).  All of the Company's ratings were
placed on review for further possible downgrade.


MAGUIRE PROPERTIES: Amends CEO's Restricted Stock Units Agreement
-----------------------------------------------------------------
Maguire Properties, Inc., and Maguire Properties, L.P., and Nelson
C. Rising, the Company's President and Chief Executive Officer, on
October 1, 2009, entered into an amendment to Mr. Rising's
restricted stock units agreement dated as of May 17, 2008,
pursuant to which Mr. Rising was originally granted 1,250,000
restricted stock units.

The RSUs were previously subject to both time-based vesting and
stock price-based vesting.  In terms of satisfying the time-based
criteria, 20% of the RSUs vested on May 17, 2009, and the
remaining 80% vest pro rata on a daily basis through May 17, 2013,
subject to Mr. Rising's continued employment.  In terms of
satisfying the price-based criteria, 20% of the RSUs were
previously subject to vesting in installments at stock price
targets of $25.00, $30.00, $35.00, $40.00 and $45.00.  The purpose
of the amendment was solely to eliminate the price-based criteria;
the time-based criteria and other provisions remain unchanged.

The RSUs will continue to vest in full in a termination without
cause, termination for good reason, death/disability or change in
control (each as defined in Mr. Rising's employment agreement with
the Company dated as of May 17, 2008), with the elimination of the
price-based criteria removing that condition to accelerated
vesting.

In taking action to amend the terms of Mr. Rising's RSUs, the
Company's Board of Directors noted the significant economic
downturn and related factors beyond the control of the Company or
its management, occurring shortly after Mr. Rising commenced
employment with the Company and subsequent to the grant of the
RSUs, and the resulting unfavorable and unpredictable market
conditions affecting companies generally and the real estate
industry in particular (including the Company).  In the six months
immediately following the commencement of Mr. Rising's employment,
the S&P 500 Index decreased by approximately 40% and the MSCI US
REIT Index decreased by approximately 56%.  The Company's Board of
Directors (upon recommendation by the Compensation Committee)
determined that due to these factors, the price-based vesting
conditions originally included in Mr. Rising's RSU award were not
realistically achievable, and therefore, the RSU award was not
continuing to serve its essential purposes of incentivizing and
retaining Mr. Rising.  The Compensation Committee and the Board
thus determined that it would be appropriate and desirable to
remove the price-based vesting conditions.  The RSUs were
originally granted to Mr. Rising upon his commencement of
employment with the Company and comprise his only Company equity
grants other than an additional 250,000 restricted stock units
subject to time-vesting conditions that were also granted upon
employment commencement.

As reported by the Troubled Company Reporter on August 12, 2009,
Maguire Properties may relinquish control of seven Southern
California buildings with $1.06 billion of debt and said it's not
planning on filing for bankruptcy.

In its second quarter 2009 report on Form 10-Q, the Company
warned, "We may not have the cash necessary to repay our debt as
it matures.  Therefore, failure to refinance or extend our debt as
it comes due, or a failure to satisfy the conditions and
requirements of such debt, could result in an event of default
that could potentially allow lenders to accelerate such debt.  If
our debt is accelerated, our assets may not be sufficient to repay
such debt in full, and our available cash flow may not be adequate
to maintain our current operations.  If we are unable to refinance
or repay our debt as it comes due (particularly in the case of
loans with recourse to our Operating Partnership) and maintain
sufficient cash flow, our business, financial condition, results
of operations and common stock price will be materially and
adversely affected, and we may be required to file for bankruptcy
protection."

As of June 30, 2009, the Company's assets total $4,392,301,000
against debts of $4,866,253,000, for a stockholders' deficit of
$473,952,000.

Maguire Properties said in an August 10 statement that its Board
of Directors has approved management's plan to seek to dispose of
four former EOP/Blackstone assets and two other assets in
cooperation with lenders as well as Park Place I and certain
parking areas and development rights.  During the quarter ended
June 30, 2009, the Company recorded a non-cash impairment charge
of approximately $345 million associated with these assets.

                     About Maguire Properties

Maguire Properties, Inc. -- http://www.maguireproperties.com/--
is the largest owner and operator of Class A office properties in
the Los Angeles central business district and is primarily focused
on owning and operating high-quality office properties in the
Southern California market.  Maguire Properties, Inc. is a full-
service real estate company with substantial in-house expertise
and resources in property management, marketing, leasing,
acquisitions, development and financing.


MAXXAM INC: Reviews Impact of 5th. Circuit Ruling in PALCO Case
---------------------------------------------------------------
MAXXAM Inc. said it is in the process of evaluating an appellate
court's decision in the bankruptcy cases of The Pacific Lumber
Company and the ruling's potential effect on MAXXAM.

MAXXAM has previously disclosed the bankruptcy proceedings of the
Company's former forest products subsidiaries, The Pacific Lumber
Company and its subsidiaries, including the loss entirely of the
Company's equity interests in these subsidiaries upon consummation
of the MRC/Marathon Plan, which plan of reorganization was
approved by the Bankruptcy Court.  MAXXAM has also previously
disclosed that various parties had appealed the matter to the
Court of Appeals for the Fifth Circuit.

                       PALCO 5th Cir. Ruling

As reported by the Troubled Company Reporter, the Fifth Circuit on
September 29, 2009, issued a ruling that reversed certain
liability releases of plan proponents that were part of the
MRC/Marathon Plan, remanded one matter to the Bankruptcy Court for
further consideration, and otherwise rejected the appeal.

Specifically, Chief Judge Edith H. Jones, writing for the 5th
Circuit Court of Appeals in New Orleans, entered an opinion
affirming a ruling by the Bankruptcy Court in July 2008 that
confirmed the Chapter 11 plan for Scotia Pacific Co. and its
affiliate Pacific Lumber proposed by Mendocino Redwood Company,
LLC and Marathon Structured Finance Fund L.P., Palco's secured
lender and rejected a plan by noteholders.

Judge Jones only remanded minor issues back to the Bankruptcy
Court.  She concluded that the bankruptcy judge may have made an
$11.1 million mathematical mistake in calculating the value of
part of the noteholders' collateral.

"[W]e reject the Noteholders' complaints against the plan's payout
of cash in full for their allowed secured claim, but we remand the
administrative priority claim.  We also reverse in part the broad
non-debtor releases," Judge Jones wrote.

Bill Rochelle at Bloomberg News noted that while the approved plan
wasn't overturned, Judge Jones penned an "important opinion, with
its warning that implementing a reorganization plan doesn't exempt
it from appellate review.

Judge Jones held, "We hold that equitable mootness does not bar
review of issues raised on appeal concerning the treatment of the
Noteholders' secured claims; nor does it bar re-evaluation of
whether their administrative priority claim was correctly
calculated; nor does it bar review of the plan's release clauses
insulating multiple parties from liability.  Equitable mootness
does foreclose our review of issues related to the treatment of
impaired and unsecured classes."

Judge Jones said the implementation of the plan last year didn't
preclude appellate review of the plan's treatment of noteholders
with $800 million in claims secured by Scotia's 210,000 acres of
California redwood timberland.  Judge Jones held that paying the
noteholders $513 million cash in full satisfaction of their claims
was proper because with the exception of collateral that may have
been left out of the valuation, the court's result is not "clearly
wrong" in deciding that the timberland was worth only
$513 million.

Judge Jones also ruled that the plan could be "crammed down" on
the noteholders even though they voted against it.  Because the
plan paid the noteholders all their collateral was worth, cramdown
was proper, Judge Jones said.

"We conclude that the MRC/Marathon plan, insofar as it paid the
Noteholders the allowed amount of their secured claim, did not
violate the absolute priority rule, was fair and equitable,
satisfies 11 U.S.C. Sec. 1129(b)(2)(A )(iii), and yielded a fair
value of the Noteholders' secured claim."

A copy of Judge Jones' decision is available for free at:

               http://researcharchives.com/t/s?460b

                      Mathematical Error

According to Judge Jones, it is not certain, however, whether the
court accounted for the $11.1 million account receivable when it
valued the Noteholders' post-petition collateral.  The ultimate
$513.6 million valuation reflects the Noteholders' security
interest in the Timberlands and cash and cash equivalents as of
the petition date. Contrary to the assertion of MRC/Marathon, the
exhibit the court used to arrive at the value of Scopac's cash on
hand on the petition date itemizes the $11.1 million in net
accounts receivable Scopac had in May 2008 and segregates that
amount from the court's starting point of $48.7 million.  How much
of the $11.1 million receivable consists of unpaid log deliveries
is unstated, but a note to this exhibit indicates that accounts
receivable are no longer being collected from Palco. The court may
have made a mathematical error and deprived the Noteholders of
this post-petition administrative priority claim.

"Therefore, we remand for a determination of the value of this
administrative priority claim and the extent to which effective
relief is available," Judge Jones wrote.

               5th Cir. Appeal of Confirmation Order

On July 8, 2008, the Bankruptcy Court confirmed the Chapter 11
plan proposed by Mendocino Redwood Company, LLC and Marathon
Structured Finance Fund L.P., Palco's secured lender and denied
confirmation of a plan proposed by the indenture trustee of over
$700 million in timber collateralized notes due 2028.  The Bank of
New York Mellon Trust Company, N.A., as Indenture Trustee, and
other parties appealed the Confirmation Order to the Fifth Circuit
Court of Appeals and requested the Fifth Circuit to stay the
Confirmation Order pending appeal.

Following the Fifth Circuit's denial of the request for a stay of
the Confirmation Order, the MRC/Marathon Plan closed on July 30,
2008 and the Debtors emerged from bankruptcy.

The Marathon/Mendocino Plan transferred the PALCO and Scopac
assets, on the plan effective date, to Marathon and Mendocino in
exchange for certain amounts, including the provision of more than
$500 million to the timber noteholders.

BoNY's plan contemplated PALCO and Scopac's continuation as a
going concern until its sale on the Plan effective date, with a
possible credit bid from noteholders.  The bankruptcy judge held
that the BoNY plan is not viable and feasible and fails to
facilitate Scopac's reorganization but effects a foreclosure of
the timberlands.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company and its
subsidiaries operated in several principal areas of the forest
products industry, including the growing and harvesting of redwood
and Douglas-fir timber, the milling of logs into lumber and the
manufacture of lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  Kyung S. Lee, Esq., at Diamond McCarthy
LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges
LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors.

The Debtors emerged from bankruptcy protection on July 30, 2008.
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) currently
conducts the substantial portion of its operations through its
subsidiaries, which operate in two industries -- Residential and
commercial real estate investment and development (primarily in
second home or seasonal home communities), through MAXXAM Property
Company and other wholly owned subsidiaries of the Company, as
well as joint ventures; and racing operations, through Sam Houston
Race Park, Ltd. a Texas limited partnership wholly owned by the
Company, which owns and operates a Texas Class 1 pari-mutuel horse
racing facility in the greater Houston metropolitan area, and a
pari-mutuel greyhound racing facility in Harlingen, Texas.

As of June 30, 2009, the Company had $370.3 million in total
assets and $778.6 million in total liabilities, resulting in
$408.3 million in stockholders' deficit

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MIRANT CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Mirant
Corporation (B1 Corporate Family Rating) and its subsidiaries
Mirant Mid-Atlantic, LLC (Ba1 pass through trust certificates),
Mirant North America, LLC (Ba2 senior secured and B1 senior
unsecured) and Mirant Americas Generation, LLC (B3 senior
unsecured).

Separately, Moody's affirmed Mirant's speculative grade liquidity
rating at SGL-1.  The rating outlook remains stable for Mirant,
MIRMA, MNA and MAG.

"The ratings affirmed for Mirant and its subsidiaries incorporate
the company's forward hedging strategy, which has provided some
near-term cushion against current challenging market conditions,
and its good liquidity position" said Moody's Vice President Scott
Solomon.  "The rating, however, is tempered by Moody's expectation
for reduced cash flow generation and downward pressure on the
company's financial metrics over the near-term" added Solomon.

Mirant's financial performance had been driven in large part by
declining reserve margins and an increase in the price paid for
power and capacity in the markets that Mirant operates.  As a
result, Mirant's key consolidated financial metrics (consolidated
ratio of adjusted consolidated cash from operations before changes
in working capital or CFO pre W/C to consolidated debt and CFO pre
W/C to interest expense) have been strong for its rating category,
averaging approximately 19% and 3.5 times, respectively, during
the three year period ending 2008.

The current weak state of the economy, however, has been a
significant factor for an increase in natural gas supply and a
reduction in electric demand.  As a result, these factors have
pressured power prices and Mirant's profitability margins to a
certain degree.

Mirant's strategy of hedging forward a significant portion of its
base load capacity has provided near-term protection against
current market conditions.  That being said, the expiration of
hedged positions over the near-term, which were entered into when
power prices where stronger, are expected to cause a weakening of
Mirant's CFO pre W/C to consolidated debt and CFO pre W/C to
interest expense to a range of 10 to 15% and 2.2 to 3.0 times
level, respectively, in 2010.  While clearly lower, Moody's
believe that the above cited ranges, when combined with the
company's current good liquidity position, support Mirant's
existing ratings.

The SGL-1 rating reflects an expectation that Mirant's liquidity
profile will remain good over the next four quarters as a result
of an expected generation of a modest amount of free cash flow,
maintenance of significant cash balances and continued access to
substantial revolving credit availability.  The company faces
limited scheduled debt payments until 2011.

Mirant's liquidity profile at June 30, 2009 was strong, consisting
of approximately $1.9 billion of consolidated cash holdings and
$600 million of availability under MNA's senior secured revolving
credit facility due 2012.  The only items outstanding against the
revolving credit facility were letters of credit tied to its
hedging program.  MNA remains well within the required compliance
with its two financial covenants and does not anticipate any need
to drawn upon its senior secured credit facilities over the near
term.  Mirant's consolidated 2009 year-end liquidity is expected
to well exceed $2 billion.

Although MNA is in compliance with its financial covenants, it is
currently restricted from making distributions by the free cash
flow requirements under the restricted payment test.  The primary
factor lowering the free cash flow calculation for MNA is its
significant capital expenditure program.  The restriction,
however, is not of significant analytical concern as (1) Mirant
has significant unrestricted cash available, at its discretion, to
make capital contributions to MNA and (2) the restricted payment
test has a carveout that provides for distributions to MAG in an
amount equal to the amount of interest payable by MAG.

Given the amortization of MNA's senior secured term loan and
voluntary repayment of MAG's senior unsecured notes due 2011,
Moody's has revised its LGD point estimates for Mirant's
subsidiaries:

Mirant North America, LLC

* $850 million 7.375% senior unsecured bonds due 2013 to LGD 4,
  54% from LGD 4, 55%;

* $755 million senior secured revolving credit facility due 2013
  to LGD 2, 29% from LGD 2, 21%;

* $376 million (originally $700 million) senior secured term loan
  due 2013 to LGD 2, 29% from LGD 2, 21%;

Mirant Americas Generation, LLC

* $535 million 8.3% senior unsecured notes due 2011 to LGD 5, 86%
  from LGD 5, 85%;

* $450 million 8.5% senior unsecured notes due 2021 to LGD 5, 86%
  from LGD 5, 85%;

* $400 million 9.125% senior unsecured notes due 2031 to LGD 5,
  86% from LGD 5, 85%.

The point estimate for Mirant Mid-Atlantic's approximately
$873 million pass through certificates is unchanged at LGD 2, 15%.

Moody's last rating action on Mirant and its subsidiaries occurred
on December 20, 2007, when the CFR for Mirant was upgraded to B1
from B2.

Mirant Corporation, headquartered in Atlanta, Georgia, is an
independent power producer that owns or leases a portfolio of
electricity generating facilities totaling approximately 10,300
megawatts.


MTI TECHNOLOGY: Taps Elmer Martin as Reorganization Tax Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized MTI Technology Corp. to employ Elmer Dean Martin III as
reorganization tax counsel.

Headquartered in Tustin, California, MTI Technology Corp. --
http://www.mti.com/-- was a global provider of end-to-end
information infastructure for mid to large size companies.  At the
time of its bankruptcy filing, the Debtor had three primary groups
of assets, the majority of which have now been sold:

  (1) European Subsidiaries - The Debtor owned all of the issued
      and outstanding capital sock of each of MTI Technology
      GmbH, incorporated in Germany, MTI Technology Limited,
      incorporated in Scotland, and MTI France S.A.S.,
      incorporated in France.

  (2) A U.S.-based service division known as "Collective", which
      was acquired by the Debtor approximately 18 months ago.

  (3) A separate, U.S.-based sales and service division other
      than Collective.

The Company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Ivan L. Kallick, Esq., at
Mannatt Phelps & Phil; Christine M. Fitzgerald, Esq., and Eve A.
Marsella, Esq., at Clarkson, Gore & Marsella APLC, represent the
Debtor as counsel.  Omni Management Group LLC serves as the
Debtor's claim, noticing and balloting agent.  The U.S. Trustee
for Region 16 appointed nine creditors to serve on an Official
Committee of Unsecured Creditors in the Debtor's case.  Winthrop
Couchot Professional Corporation represents the Committee as
general insolvency counsel.  As of Aug. 21, 2007, the Debtor had
total assets of $19,955,578 and total debts of $33,093,308.


NCI BUILDING: Inks Lock-Up and Voting Agreement with Lenders
------------------------------------------------------------
NCI Building Systems, Inc., on October 8, 2009, entered into a
lock-up and voting agreement with certain lenders under the
Company's existing term loan credit agreement.

Concurrently with the execution of the Term Lender Lock-Up
Agreement, the Company entered into:

     (1) a third amendment to the Investment Agreement, dated as
         of August 14, 2009, by and between the Company and
         Clayton, Dubilier & Rice Fund VIII, L.P., as previously
         amended by that amendment, dated as of August 28, 2009,
         by and between the Company and the CD&R Fund and by that
         second amendment, dated as of August 31, 2009, by and
         between the Company and the CD&R Fund; and

     (2) an amendment to the Lock-Up and Voting Agreement, dated
         as of August 31, 2009, with holders of more than 79% of
         the Company's outstanding convertible notes,

in each case, to accommodate the Term Lender Lock-Up Agreement.
Including the Consenting Term Lenders, the Company has commitments
or confirmation of intent from lenders holding more than two
thirds of the outstanding principal amount of the term loans.

                 Amendment to Investment Agreement

In the Investment Agreement, the Company agreed to issue and sell
to the CD&R Fund for an aggregate purchase price of $250 million,
250,000 shares of a newly created class of preferred stock, par
value $1.00 per share, of the Company to be designated the Series
B Cumulative Convertible Participating Preferred Stock.  The
closing of the Equity Investment is subject to the satisfaction or
waiver of a number of closing conditions set forth in the
Investment Agreement, including, among others:

     -- the consummation of an exchange offer by the Company to
        acquire all of the Company's existing 2.125% Convertible
        Senior Subordinated Notes due 2024 in exchange for a
        combination of cash and shares of common stock, par value
        $0.01 per share, of the Company, which exchange offer is
        subject to a number of conditions, including the tender of
        at least 95% of the aggregate principal amount of such
        convertible notes;

     -- the refinancing of the Company's existing credit
        agreement, including the partial prepayment of
        roughly $143 million in principal amount of the
        existing $293 million in principal amount of outstanding
        term loans thereunder and a modification of the terms and
        an amendment and extension of the maturity of the
        remaining $150 million outstanding balance of the term
        loans; and

     -- entry into a new $125 million asset-based revolving credit
        facility.

Amendment No. 3, among other things, amends the terms of the
refinancing of the Company's existing credit agreement
contemplated by the Investment Agreement, such that:

     (1) the applicable margin for term loans under the new credit
         agreement would be increased by 100 basis points;

     (2) upon consummation of the restatement of the new credit
         agreement the Company would be required to use reasonable
         best efforts to obtain the full amount of any 2009 tax
         refunds that are legally due to the Company;

     (3) on or before the date that is 45 business days after the
         date on which 2009 tax refunds are received, the Company
         will be required to prepay a portion of the term loans
         under the new credit agreement equal to (a) the greater
         of (x) $10 million and (y) 50% of 2009 tax refunds
         actually received by the Company or its subsidiaries,
         minus (b) the aggregate principal amount of term loans
         previously prepaid or repurchased pursuant to the terms
         of the new credit agreement; and

     (4) a definition of "ABL Default Event" has been added to the
         form of Amended Credit Agreement that will provide that
         an ABL Default Event will have occurred if any of certain
         specified major events of default has occurred and is
         continuing, and the administrative agent or collateral
         agent under the ABL facility agreement has exercised any
         remedy provided for thereunder and has not rescinded such
         action.

                   Term Lender Lock-Up Agreement

On October 8, 2009, the Company entered the Term Lender Lock-Up
Agreement with the Consenting Term Lenders.  Pursuant to, and
subject to the terms set forth in the Term Lender Lock-Up
Agreement, each Consenting Term Lender has irrevocably agreed,
among other things:

     -- to accept its share of the prepayment of roughly
        $143 million of the term loans outstanding under the
        existing credit agreement applicable to the obligations
        under the existing credit agreement held by it, and, with
        respect to the remaining obligations under the existing
        credit agreement held by it, to execute an amendment and
        restatement of the existing credit agreement substantially
        in the form of the form of Amended Credit Agreement;

     -- to the extent such Consenting Term Lenders hold or
        beneficially own, or serve as manager or investment
        advisor having the unrestricted power to vote or dispose
        of, any of the Company's outstanding convertible notes, to
        tender all such convertible notes in the Exchange Offer on
        the terms set forth in the Investment Agreement and

     -- to vote all obligations under the Company's existing
        credit agreement or all convertible notes held by it in
        favor of the prepackaged plan contemplated by the
        Investment Agreement.

Each Consenting Term Lender also agreed, from and after the date
of the Term Lender Lock-Up Agreement, not to directly or
indirectly transfer any convertible note or term loan under the
Company's existing credit agreement or interest therein other than
a transfer that (1) does not require registration under the U.S.
Securities Act of 1933, as amended, and (2) that is in accordance
with the terms of the Company's existing credit agreement and the
indenture under which the convertible notes were issued, as
applicable, to (a) a transferee that is a Consenting Term Lender
or any of its affiliates or (b) a transferee that is a "Qualified
Institutional Buyer" within the meaning of Rule 144A promulgated
under the Securities Act.  Unless a transfer is being made to a
Consenting Term Lender, such transfer must be pursuant to a
privately negotiated transaction and the transferee must execute
and deliver to the Company a joinder agreement pursuant to which
the transferee agrees to be bound by the terms of the Term Lender
Lock-Up Agreement.

Under the Term Lender Lock-Up Agreement, and subject to the terms
and conditions therein, among other things, the Company agreed
that each term lender that, prior to the filing of the bankruptcy
proceeding contemplated by the prepackaged plan, if applicable,
executes an amendment and restatement of the existing credit
agreement substantially in the form of the form of amended credit
agreement contemplated by the Investment Agreement to give effect
to the term loan refinancing will receive a consent fee equal to
2.0% of the aggregate principal amount of term loans held by such
lender prior to giving effect to such refinancing and has also
agreed that:

     (1) holders of convertible notes representing at least a
         majority of the outstanding convertible notes may submit
         proposed persons to serve as the initial "Unaffiliated
         Shareholder Directors" as of the closing of the
         transactions contemplated by the Investment Agreement,
         and the Company will consider in good faith any such
         proposed persons;

     (2) prior to the appointment of the initial Unaffiliated
         Shareholder Directors and prior to the closing of the
         Equity Investment, the Company will provide notice of the
         Company's proposed initial Unaffiliated Shareholder
         Directors; and

     (3) in the event that holders representing at least a
         majority of the outstanding convertible notes provide
         written notice to the Company that they object to the
         proposed initial Unaffiliated Shareholder Directors, the
         Company will propose alternative candidates to serve as
         the initial Unaffiliated Shareholder Directors so that at
         least one of the two initial Unaffiliated Shareholder
         Directors is acceptable to holders of convertible notes
         representing at least a majority of the outstanding
         convertible notes.

In addition, except to the extent that the Common Stock received
by the Consenting Term Lenders in the Exchange Offer has been
previously registered under an effective registration statement
and is freely tradable, the Company has agreed to enter into a
registration rights agreement containing customary indemnification
provisions for selling shareholders that will provide registration
rights to the Consenting Term Lenders in the event that the
transactions contemplated by the Equity Investment are consummated
or, in the alternative, if the prepackaged plan is confirmed and
the Common Stock received by the Consenting Term Lenders is not
freely tradable pursuant to the provisions of Section 1145 of
title 11 of the United States Code.

Under such registration rights agreement, and subject to customary
blackout periods in connection with earnings releases and material
corporate developments, the Company will (1) no later than five
business days following the closing of the Equity Investment or,
in the alternative, the confirmation of the prepackaged plan, file
with the U.S. Securities and Exchange Commission a "shelf"
registration statement covering resales of the Common Stock
received by the Consenting Term Lenders on a delayed or continuous
basis and (2) use its best efforts to maintain the effectiveness
of such registration until the earlier of (a) six months after the
closing of the Equity Investment or, in the alternative, the
confirmation of the prepackaged plan and (b) the date on which all
such Common Stock held by the Consenting Term Lenders can be
resold pursuant to Rule 144 of the Securities Act without
limitation as to volume or compliance with any manner of sale
requirements.

If, however, during the six months after the closing of the Equity
Investment or, in the alternative, the confirmation of the
prepackaged plan, there is not "adequate current public
information" with respect to the Company for purposes of resales
of Common Stock under Rule 144(c) under the Securities Act, then
the Company will use its best efforts to maintain the
effectiveness of the registration until the earlier of (a) 12
months after the closing of the Equity Investment or, in the
alternative, the confirmation of the prepackaged plan and (b) the
date on which all such Common Stock held by the Consenting Term
Lenders can be resold pursuant to Rule 144 of the Securities Act
without limitation as to volume or compliance with any manner of
sale requirements.

The Term Lender Lock-Up Agreement may be terminated by holders of
66-2/3% of the convertible notes and term loans held by all
Consenting Term Lenders under certain circumstances, including,
among other things, if (1) an event occurs that would provide
either the Company or the CD&R Fund with the right to terminate
the Investment Agreement under the terms of the Investment
Agreement, (2) the Investment Agreement is terminated; (3) there
is a material breach of the Company's obligations under the Term
Lender Lock-Up Agreement; (4) the economic terms of the
transactions contemplated by the Investment Agreement are altered
or amended in a manner adverse to the consenting lenders; (5) the
consideration (or mix of consideration) being offered in the
transactions contemplated by the Investment Agreement is altered
or amended; (6) the other terms of the transactions contemplated
by the Investment Agreement are altered or amended in a manner
materially adverse to the Consenting Term Lenders; or (7) the
minimum tender condition of the proposed Exchange Offer is altered
or amended, or an amendment to the Company's existing credit
agreement as contemplated by the Investment Agreement is executed
and in effect and, at such time, such amendment is not binding on
all lenders under the Company's existing credit agreement.
Amendment to the Existing Lock-Up Agreement

On October 8, 2009, concurrently with the execution of Amendment
No. 3 and the Term Lender Lock-Up Agreement, the Company entered
into an amendment to the Existing Lock-Up Agreement.  The
amendment, among other things, modifies the definition of
Transactions to accommodate the Term Lender Lock-Up Agreement and
the amendment contemplated thereby of certain terms of the form of
Amended Credit Agreement.

A full-text copy of Amendment No. 3, dated as of October 8, 2009,
to the Investment Agreement, dated as of August 14, 2009, by and
between NCI Building and Clayton, Dubilier & Rice Fund VIII, L.P.,
including the Amended Terms of the Term Loan Refinancing, is
available at no charge at http://ResearchArchives.com/t/s?469c

A full-text copy of the Lock-Up and Voting Agreement, dated as of
October 8, 2009, by and among NCI and the signatories thereto, is
available at no charge at http://ResearchArchives.com/t/s?469d

A full-text copy of Amendment No. 1, dated as of October 8, 2009,
to the Lock-Up and Voting Agreement, dated as of August 31, 2009,
by and among NCI Building and the signatories thereto, is
available at no charge at http://ResearchArchives.com/t/s?469e

                        About NCI Building

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

NCI is proposing a financial restructuring to address an
immediate need for liquidity in light of a potentially imminent
default under, and acceleration of, its existing credit facility,
which may occur as early as November 6, 2009 (which may, in turn,
also lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that it will be required to repurchase the
convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture

A copy of NCI's Preliminary Prospectus/Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?4626

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NEXCEN BRANDS: Appoints Lane as VP & Chief Accounting Officer
-------------------------------------------------------------
NexCen Brands, Inc., has appointed Brian D. Lane as Vice
President, Chief Accounting Officer.  He will report to Mark
Stanko, Chief Financial Officer.

Mr. Lane commenced his employment on September 28, 2009.  In this
capacity, Mr. Lane will serve as the Company's principal
accounting officer assuming such duties from Mark Stanko, the
Company's Chief Financial Officer, effective on October 5, 2009.

Mr. Lane, 47, will be responsible for overseeing the Company's SEC
reporting and corporate accounting functions as well as managing
its accounting policies and procedures.  Previously, on
September 14, 2009, the Company entered into an Offer Letter with
Mr. Lane which detailed the terms of his subsequent employment.

Prior to joining the Company, from 2008 to 2009, Mr. Lane served
as Chief Accounting Officer for Altisource Portfolio Solutions, a
financial services company.  From 2005 to 2008, Mr. Lane held the
position of Controller for the Credit Card Division of CompuCredit
Corporation, a financial services company.  From 1998 to 2005, Mr.
Lane was the Chief Financial Officer for Blimpie International,
Inc., a franchisor of quick service restaurant brands.  Mr. Lane
started his career with Ernst & Young LLP, where he served both
public and private companies during his 11 years with that firm.
Mr. Lane received a BBA in accounting from the University of
Georgia.  He is a certified public accountant.

                       Offer Letter Summary

Pursuant to the Offer Letter, Mr. Lane will receive an initial
annual base salary, subject to periodic review and upward
adjustment, as well as various perquisites and benefits.  Mr. Lane
may be eligible to receive a performance-based bonus, at the
Company's sole discretion or pursuant to the Company's bonus plan
then in effect.  Mr. Lane will also be eligible to receive a stock
option grant of the Company's common stock, at the sole discretion
of the Company and subject to the approval of the Company's
Compensation Committee, under the terms of the Company's 2006 Long
Term Equity Incentive Plan.  Either the Company or Mr. Lane may
terminate Mr. Lane's employment, at will, with or without cause
for any reason whatsoever.

Pursuant to the Offer Letter, Mr. Lane also executed an employee
representation letter on September 14, 2009.  Under the terms of
the employee representation letter, which is signed by all
employees of the Company, Mr. Lane acknowledged his obligations,
during and after his employment with the Company, with respect to
(i) confidential information, (ii) records and other property of
the Company, (iii) non-solicitation of customers and employees,
and (iv) non-disparagement of the Company and non-interference
with the Company's business relationships.

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, Inc.,
stated, "We are very pleased to have Brian join NexCen Brands and
further expand our accounting team.  His many years of experience
in accounting and finance combined with his leadership skills in a
number of industries, including franchising, will be a strong
asset to the Company.  We look forward to Brian's contributions as
we continue to enhance our financial reporting processes."

                        About NexCen Brands

NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a strategic brand
management company with a focus on franchising.  It owns a
portfolio of franchise brands that includes two retail franchise
concepts: TAF(TM) and Shoebox New York(R), as well as five quick
service restaurant (QSR) franchise concepts: Great American
Cookies(R) MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.

As of March 31, 2009, the Company had $111,484,000 in total assets
against $158,750,000 in total liabilities, resulting in
$47,266,000 in stockholders' deficit.


NEXCEN BRANDS: KPMG Raised Going Concern After 2008 Results
-----------------------------------------------------------
KPMG LLP, in New York, N.Y., expressed substantial doubt about
NexCen Brands, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended December 31, 2008.  The auditing firm said that the
Company faces certain liquidity uncertainties.

NexCen Brands, Inc., reported a net loss of $255.8 million for the
year ended December 31, 2008, compared with a net loss of
$4.9 million for the year ended December 31, 2007.

The Company recognized $47.0 million in revenues in 2008, an
increase of $27.4 million, or 140%, over $19.6 million in revenues
for 2007.  The increase in revenues reflect full-year operating
revenues in 2008 for Marble Slab Creamery (acquired in February
2007), MaggieMoo's (acquired in February 2007), Pretzel Time
(acquired in August 2007) and Pretzelmaker (acquired in August
2007), and the partial-year operating revenues from Great American
Cookies (acquired in January 2008).  Of the $47.0 million in
revenues recognized in 2008, $24.8 million related to royalties,
an increase of $9.0 million, or 57%, over 2007; $3.6 million
related to franchise fees, an increase of approximately $200,000,
or 5%, over 2007; and $1.3 million related to licensing and other
revenues, an increase of approximately $900,000, or 209%, over
2007.  The remaining $17.3 million in 2008 revenues were from the
sales of cookie dough and other ancillary products to the
Company's Great American Cookies franchisees.

Total operating expenses were $194.2 million in 2008, an increase
of $167.5 million from $26.7 million in 2007.  The Company said
that this year-over-year increase is not indicative of future
operating expenses, as the increase encompasses many significant
expenses that are specific to the events of 2008, including
impairment charges related to intangible assets of $137.9 million,
$3.9 million in professional fees related to special
investigations and $1.1 million in restructuring charges.

Excluding impairment charges related to intangible assets,
professional fees related to special investigations and
restructuring charges, operating expenses in 2008 were
$51.3 million, an increase of $24.6 million, or 92%, from 2007.
This increase reflects the additional expenses incurred by the
Company in operating the brands that it acquired, including
$11.5 million in cost of sales, a $10.0 million increase in SG&A
expenses, a $1.5 million increase in corporate and franchising
professional fees, and a $1.6 million increase in depreciation and
amortization.

Loss from continuing operations before income taxes was
$159.6 million in 2008, an increase of $151.6 million from a loss
of $8.0 million in 2007.

In 2008, the Company recorded net losses from discontinued
operations of $102.2 million.  This amount includes $53.8 million
of operating loss (including impairment charges of $66.9 million)
from Bill Blass and Waverly which comprised the Company's Consumer
Branded Products business, a net loss of approximately
$10.6 million on the sale of those businesses, an impairment of
UCC Capital goodwill of $37.5 million, and approximately $800,000
in net loss from the Company's discontinued UCC Capital loan
servicing business.

In 2007, the Company recognized net income from discontinued
operations of $4.0 million.

                          Balance Sheet

At December 31, 2008, the Company's consolidated balance sheet
showed $113.9 million in total assets and $163.4 million in total
liabilities, resulting in a $49.5 million stockholders' deficit.

The Company's consolidated balance sheet at December 31, 2008,
also showed strained liquidity with $18.4 million in total current
assets available to pay $18.7 million in total current
liabilities.

                      Financial Condition

During 2008, total assets decreased by approximately $246 million,
while total liabilities decreased by approximately $200,000.
These changes reflect the acquisitions of assets related to Great
American Cookies, offset by the sale of assets related to Bill
Blass and Waverly, a decrease in cash used for acquisitions and
operating expenses, and a decrease in the value of intangible
assets.

As of December 31, 2008, the Company had approximately
$8.3 million cash on hand.  The Company also had long-term
restricted cash of $940,000, used to secure letters of credit
issued as security deposits on the Company's leased facilities.
The Company anticipates that cash generated from operations will
provide it with sufficient liquidity to meet the expenses related
to ordinary course operations, including debt service obligations,
for at least the next twelve months.  The Company says that
nonetheless, market and economic conditions may worsen and
negatively impact its franchisees and its ability to sell new
franchises.  The Company adds that it is highly leveraged and that
it has no additional borrowing capacity under the current BTMU
Capital Corporation credit facility; and the current BTMUCC credit
facility imposes restrictions on its ability to freely access the
capital markets.  In addition, the current BTMUCC credit facility
imposes various restrictions on the use of cash generated by
operations.

Net cash used in operating activities was $10.4 million in 2008,
compared to net cash used in operating activities of $3.4 million
in 2007.  The cash used in operating activities in 2008 reflects
cash generated from operations offset by an increase to working
capital.  Cash used in operating activities in 2007 primarily
reflects increases in accounts receivable, prepaid expenses and
other assets reflecting growth in the businesses the Company
acquired.

Net cash used in investing activities was $56.6 million in 2008,
primarily used for the acquisition of Great American Cookies,
offset by proceeds of $35.4 million from the sale of the Company's
Consumer Branded Products business.  Net cash used in investing
activities was $146.2 million in 2007 primarily used for the
acquisitions of Bill Blass, Marble Slab, MaggieMoo's, Waverly,
Pretzel Time, and Pretzelmaker.

Net cash provided by financing activities in 2008 was
$28.7 million, which primarily reflects the borrowing of
$70.0 million under the January 2008 Amendment to the original
BTMUCC credit facility, offset by principal repayments in 2008 of
approximately $37.9 million.  Net cash provided by financing
activities in 2007 of $112.6 million primarily reflects borrowing
on the original BTMUCC credit facility, as well as $2.5 million
received by the Company from the sale of minority interest in BB
Jeans, LLC.

Full-text copies of the Company's consolidated financial
statements for the year ended December 31, 2008 are available for
free at http://researcharchives.com/t/s?4696

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) --
http://www.nexcenbrands.com/-- is a strategic brand management
company that owns and manages a portfolio of seven franchised
brands, operating in a single business segment: Franchising.  Five
of the Company's  brands (Great American Cookies, Marble Slab
Creamery, MaggieMoo's, Pretzel Time and Pretzelmaker) are in the
quick service restaurant industry.  The other two brands (The
Athlete's Foot and Shoebox New York) are in the retail footwear
and accessories industry.  All seven franchised brands are managed
by NexCen Franchise Management, Inc., a wholly owned subsidiary of
the Company.  The Company's franchise network, across all of its
brands, consists of approximately 1,750 retail stores in
approximately 40 countries.

In 2008, the Company narrowed its business model to focus only on
its franchised brands.  Previously, the Company had owned and
licensed the Bill Blass consumer products brand in the apparel
industry and the Waverly consumer products brand in the home goods
industry.  The Company sold the Waverly brand on October 3, 2008,
and the Bill Blass brand on December 24, 2008.


NEXCEN BRANDS: Had $865,000 Net Loss in First Quarter
-----------------------------------------------------
NexCen Brands, Inc., reported a net loss of $865,000 on revenues
of $11.9 million for the first quarter ended March 31, 2009,
compared with a net loss of $5.3 million on revenues of
$10.2 million in the same period of 2008.

The $1.7 million quarter-over-quarter increase in revenues
reflects full quarter operating revenues from Great American
Cookies (acquired on January 28, 2008).

Total operating expenses for the three months ended March 31,
2009, were $10.1 million, a decrease of $2.7 million, or 21%, from
$12.8 million for the 2008 comparable quarter.  The Company says
the decrease in operating expenses reflects its ongoing cost
reduction measures that began in May 2008 along with reduced stock
compensation expenses, slightly offset by increases in cost of
sales and depreciation and amortization.

Operating income was $1.8 million in first quarter 2009, compared
to an operating loss of $2.6 million in the first quarter of 2008.

The Company's loss from continuing operations in the first quarter
of 2009 was $732,000, an improvement from a loss in the first
quarter of 2008 of $6.4 million.

For the three months ended March 31, 2009, the Company recognized
a net loss from discontinued operations of $133,000, resulting
primarily from wind-down activities of NexCen's Consumer Branded
products business.  For the three months ended March 31, 2008, the
Company recognized net income from discontinued operations of
$1.1 million, consisting primarily of net income from Bill Blass
and Waverly, which comprised the Company's Consumer Branded
Products business.

                          Balance Sheet

At March 31, 2009, the Company's consolidated balance sheet showed
$111.5 million in total assets and $158.8 million in total
liabilities, resulting in a $47.3 million stockholders' deficit.

As of March 31, 2009, the Company had a total of approximately
$8.3 million of cash on hand, including short-term restricted cash
of $1.0 million. This compares to cash on hand of approximately
$8.3 million as of December 31, 2008.

                   Cash Flow from Operations

Cash generated from operations was $357,000 in the first quarter
of 2009 compared to cash used in operations of $4.2 million in the
first quarter of 2008.  Cash provided by operating activities as
of March 31, 2009, improved by $4.6 million between the respective
periods, reflecting a reduction in net loss of $5.6 million (from
continuing operations), as a result of cost containment and other
measures taken by the Company, partially offset by a decrease of
roughly $600,000 in working capital.

NexCen Brands anticipates that cash generated from operations will
provide the Company with sufficient liquidity to meet the expenses
related to ordinary course operations, including debt service
obligations, for at least the next twelve months.  The Company
says that nonetheless, market and economic conditions may worsen
and negatively impact its franchisees and its ability to sell new
franchises.  The Company adds that it is highly leveraged and that
it has no additional borrowing capacity under the BTMU Capital
Corporation credit facility; and the BTMUCC credit facility
imposes restrictions on its ability to freely access the capital
markets.  In addition, the BTMUCC credit facility imposes various
restrictions on the use of cash generated by operations.

                         Company Debt

The Company's debt was $142.5 million at March 31, 2009, compared
to $142.3 million at December 31, 2008.

Full-text copies of the Company's first quarter 2009 financial
statements are available for free at:

     http://researcharchives.com/t/s?46a1

                      Going Concern Doubt

As reported in the TCR on October 12, 2009, KPMG LLP, in New York,
N.Y., expressed substantial doubt about NexCen Brands, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
December 31, 2008.  The auditing firm said that the Company faces
certain liquidity uncertainties.

NexCen Brands, Inc.reported a net loss of $255.8 million for the
year ended December 31, 2008, compared with a net loss of
$4.9 million for the year ended December 31, 2007.

At December 31, 2008, the Company's consolidated balance sheet
showed $113.9 million in total assets and $163.4 million in total
liabilities, resulting in a $49.5 million stockholders' deficit.

Full-text copies of the Company's consolidated financial
statements for the year ended December 31, 2008 are available for
free at http://researcharchives.com/t/s?4696

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) --
http://www.nexcenbrands.com/-- is a strategic brand management
company that owns and manages a portfolio of seven franchised
brands, operating in a single business segment: Franchising.  Five
of the Company's  brands (Great American Cookies, Marble Slab
Creamery, MaggieMoo's, Pretzel Time and Pretzelmaker) are in the
quick service restaurant industry.  The other two brands (The
Athlete's Foot and Shoebox New York) are in the retail footwear
and accessories industry.  All seven franchised brands are managed
by NexCen Franchise Management, Inc., a wholly owned subsidiary of
the Company.  The Company's franchise network, across all of its
brands, consists of approximately 1,750 retail stores in
approximately 40 countries.

In 2008, the Company narrowed its business model to focus only on
its franchised brands.  Previously, the Company had owned and
licensed the Bill Blass consumer products brand in the apparel
industry and the Waverly consumer products brand in the home goods
industry.  The Company sold the Waverly brand on October 3, 2008,
and the Bill Blass brand on December 24, 2008.


NTK HOLDINGS: Secures Commitment for $250MM Financing for Prepack
-----------------------------------------------------------------
Nortek, Inc. announced October 9 that it has secured a commitment
for a $250-million asset-based revolving credit facility in
conjunction with its prepackaged plan of reorganization, which
includes an undertaking to use commercially reasonable efforts to
form a syndicate of lenders to increase the facility to $300
million.

The credit facility, which will be available upon consummation of
the Prepackaged Plan, will be provided by a group of lenders
including Bank of America, N.A.; GE Capital, Restructuring
Finance; Wells Fargo Foothill LLC; Wells Fargo Foothill Canada
ULC; and PNC Bank National Association.

Nortek said proceeds from the credit facility will be used
primarily to replace the existing facility, and for payment of
certain fees and expenses in connection with the transaction,
working capital, and other general corporate purposes.

Nortek has previously announced that it has reached agreements to
accept the terms of Nortek's Prepackaged Plan with note holders
representing more than 66 2/3% of the outstanding amounts of its 8
1/2% Senior Subordinated Notes due 2014, as well as a substantial
portion of the outstanding amount of its 10% Senior Secured Notes
due 2013.

Richard L. Bready, Nortek Chairman and Chief Executive Officer,
said, "We are pleased that the company was able to secure exit
financing at this early stage of our reorganization process. The
financing will provide the reorganized company with liquidity for
working capital and ensure that trade creditors, suppliers and
employees continue to receive all amounts owed to them in the
ordinary course of business."

On September 18, 2009, Nortek announced that it had begun a
solicitation of votes from certain of its creditors for its
Prepackaged Plan. Upon completion of the solicitation, Nortek
intends to implement the reorganization plan through the
commencement of Chapter 11 cases by Nortek and its domestic
subsidiaries. When concluded, the agreements and subsequent
reorganization will eliminate approximately $1.3 billion in total
indebtedness.

The Company said votes from note holders must be received by
Financial Balloting Group LLC ("FBG"), Nortek's voting agent,
before October 16, 2009 at 5:00 p.m. Solicitation materials have
been provided to creditors of record entitled to vote on the
Prepackaged Plan. Note holders who need additional information
regarding the balloting process or solicitation materials can
contact FBG at 646-282-1800.

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4526

The Company had funded debt at July 4, 2009 of $2.27 billion,
consisting of:

                                                (in millions)
                                                -------------
    NTK Holdings' 10 3/4% Senior Discount Notes
    due 2014, net of unamortized discount of
    approximately $6.9 million                      $396.1

    NTK Holdings' senior unsecured loan facility
    due 2014, including approximately
    $69.9 million of debt accretion related to
    the PIK option                                   271.7

    Nortek's 10% Senior Secured Notes due 2013,
    net of unamortized discount of $6.5 million      743.5

    Nortek's 8 1/2% Senior Subordinated Notes
    due 2014                                         625.0

    Nortek's ABL Facility                            165.0

    Nortek's long-term notes, mortgage notes
    and other indebtedness                            36.9

    Nortek's short-term bank obligations              18.4

    Nortek's 9 7/8% Senior Subordinated Notes
    due 2011, including unamortized premium           10.0
                                                 ---------
         Consolidated debt at July 4, 2009        $2,266.6

                         About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc. entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.  The Company will file its bankruptcy
petition, together with a pre-packaged Chapter 11 plan following
the conclusion of the solicitation period.  The Company has tapped
Blackstone Group and Weil, Gotshal & Manges to aid in its
restructuring effort.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009


NUVEEN INVESTMENTS: Says Progress Continues in ARPs Refinancing
---------------------------------------------------------------
Nuveen Investments Inc. said progress continues in the refinancing
of Auction Rate Preferred securities, which were used as leverage
in 100 of the Company's closed-end funds when the ARPs market
froze in early 2008.

Nuveen Investments made the disclosure at the Deutsche Bank
Leveraged Finance Conference on October 1.

Nuveen Investments said the $500 million second lien debt
refinancing in July and August improved its financial flexibility.
Proceeds of the refinancing were used to provide payment of
$223 million of Senior Notes due 2010 and pay down some of the
outstanding $2.33 billion of Senior Secured Term Loan, which
matures in 2014.

Nuveen said current strategic focus is on growing Mutual Fund and
Institutional business while maintaining leadership positions in
Retail Managed Accounts and Closed-end Funds.

A copy of the Company's presentation slides shown by Nuveen
Investments on October 1, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?464e

Nuveen obtained a new $450 million second-lien term loan facility
on July 28, 2009, pursuant to an amendment to the Credit
Agreement, dated as of November 13, 2007, among Windy City
Investments, Inc., the Company, the lenders from time to time
party thereto, and Deutsche Bank AG New York Branch, as
administrative agent for the Lenders.  The First Amendment
provided the Company with the option to request one or more
additional tranches of Additional Term Loans, subject to certain
limitations, up to an aggregate amount not to exceed $50 million.

In light of favorable market conditions, the Company elected to
borrow the full $50 million pursuant to an Incremental Second-Lien
Term Loan Agreement, dated as of August 11, 2009, among Windy
City, the Company, the Administrative Agent, the Guarantors party
thereto and the Incremental Second-Lien Term Loan Lenders party
thereto.  The Incremental Additional Term Loans are subject to the
same terms and conditions of the Credit Agreement as the
Additional Term Loans.

Affiliates of certain investors in the indirect parent company of
the Company acted as arrangers in connection with this financing
and received customary fees.  With the net cash proceeds of the
Incremental Additional Term Loans, the Company repaid $45,407,250
of existing first-lien term loans issued under the Credit
Agreement at par.

A full-text copy of the First Amendment to Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?43aa

A full-text copy of the Incremental Agreement is available at no
charge at http://ResearchArchives.com/t/s?43a6

As of June 30, 2009, Nuveen had total assets of $6,374,384,000 and
total liabilities of $5,423,871,000.

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $128 billion as of June 30, 2009.

Nuveen Investments carries Moody's B3 senior secured debt rating,
Caa1 corporate family rating, and Caa3 senior unsecured debt
rating.


OXIS INT'L: Has Standstill and Forbearance Deal with Bristol
------------------------------------------------------------
In connection with the sale of securities by Oxis International,
Inc., on October 1, 2009, the Company and Bristol Investment Fund,
Ltd., entered a Standstill and Forbearance Agreement.

The Company and Bristol are parties to the Securities Purchase
Agreement, dated October 25, 2006, pursuant to which the Company
issued to Bristol convertible debentures, of which $2,689,958
remain currently outstanding, inclusive of principal and interest.

The Company acknowledges that an Event of Default has occurred
under the October 2006 Debentures, including failure to pay
outstanding principal amount on the Maturity Date and failure to
pay the Monthly Redemption Amount.  As a result of the occurrence
and continuation of the Existing Defaults, Bristol is entitled to,
among other things, immediately enforce its rights and remedies
against the Company.

Bristol agreed to refrain and forbear from exercising certain
rights and remedies with respect to (i) certain convertible
debentures -- October 2006 Debentures -- issued pursuant to the
Securities Purchase Agreement, dated October 25, 2006 and (ii)
demand notes issued by the Company on October 8, 2008, March 19,
2009, April 7, 2009, April 28, 2009, May 21, 2009 and June 25,
2009x.

In connection with the sale of the October 2009 Securities by the
Company, the Company and Bristol have also entered into a waiver
agreement pursuant to which Bristol waived certain rights with
respect to the October 2006 Debentures and Bridge Notes.

                     About Oxis International

Oxis International, Inc., is currently engaged in the development
of neutraceutical products for sale to general consumers.  This
activity had minimal sales during 2008.  Thus, most of the
financial performance discussion relates to products and product
lines not owned or engaged in by Oxis for much of 2008 and these
operations are not a part of the on-going business into 2009.

As of December 31, 2008, Oxis had $590,000 in total assets and
$4,270,000 in total liabilities, resulting in $3,680,000
stockholders' deficit.

Oxis said it has incurred an accumulated deficit of $74,854,000
through December 31, 2008.  Its cash holdings were $22,000 at
December 31, 2008.  Oxis will need to seek additional debt or
equity financing to pay for basic operating costs, to expand
operations, implement its marketing campaign, or hire additional
personnel.  However, it may not successfully obtain debt or equity
financing on terms acceptable to it, or at all, that will be
sufficient to finance operating costs in 2009 and its other goals.
If additional financing is not available or is not available on
acceptable terms, Oxis will have to curtail operations.

As of August 31, 2009, Oxis was 31 months behind in payments under
its secured convertible debentures.  The Company said it did not
have and currently does not have the financial capability to make
the required payments.


OXIS INT'L: Raises $2MM by Selling Securities to Investors
----------------------------------------------------------
Oxis International, Inc., on October 1, 2009, entered into a
financing arrangement with several accredited investors, pursuant
to which it sold various securities in consideration of a maximum
aggregate purchase price of $2,000,000.  In connection with the
October 2009 Financing, the Company issued these securities to the
October 2009 Investors:

     -- 0% Convertible Debentures in the principal amount of
        $2,000,000 due 24 months from the date of issuance,
        convertible into shares of the Company's common stock at a
        per share conversion price equal to $0.05 per share;

     -- Series A warrant to purchase such number of shares of the
        Company's common stock equal to 50% of the principal
        amount invested by each investor resulting in the issuance
        of Class A Warrants to purchase 20,000,000 shares of
        common stock of the Company.

     -- Series B warrant to purchase such number of shares of the
        Company's common stock equal to 50% of the principal
        amount invested by each investor resulting in the issuance
        of Class B Warrants to purchase 20,000,000 shares of
        common stock of the Company.

The full principal amount of the Debentures is due upon default
under the terms of the Debentures.  The Class A Warrants and Class
B Warrants are exercisable for up to five years from the date of
issue at a per share exercise price equal to $0.0625 and $0.075
for the Class A Warrants and the Class B Warrants, respectively,
on a cash or cashless basis.

The Company and the October 2009 Investors have agreed to place
the proceeds from the October 2009 Financing in escrow.  On a
monthly basis, the Company and the nominee for the October 2009
Investors will send a joint statement, subject to settlement with
existing creditors, to the escrow agent for the release of funds.

The conversion price and the exercise price will be subject to
full ratchet anti-dilution adjustment in the event that the
Company issues, after the closing date, common stock or common
stock equivalents at a price per share less than the conversion
price associated with the Debentures or the exercise price
associated with the Warrants and to other normal and customary
anti-dilution adjustment upon certain other events.

From October 8 until such time the Debentures are no longer
outstanding, if the Company effects a subsequent financing, the
October 2009 Investors may elect, in their sole discretion, to
exchange all or some of the October 2009 Debentures (but not the
Warrants) for any securities or units issued in a subsequent
financing on a $1.00 for $1.00 basis or to have any particular
provisions of the subsequent financing legal documents apply to
the documents utilized for the October 2009 Financing.

If at any time after October 8, the Company will determine to
prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of
others, then it will include the shares of common stock underlying
the Securities on the registration statement.

The Company will file a proxy or information statement with the
Commission no later than 30 days from the Closing Date and use its
best efforts to obtain, on or before October 31, 2009, the
approvals of the Company's stockholders as may be required to
issue all of the shares of common stock issuable upon conversion
or exercise of the Debentures and the Warrants.  Upon obtaining
the Stockholder Approval and complying with the required filing,
the Company will file a certificate of amendment to its
certificate of incorporation with the State of Delaware.

The October 2009 Investors have contractually agreed to restrict
their ability to convert the Debentures and exercise the Warrants
and receive shares of the Company's common stock such that the
number of shares of the Company common stock held by an October
2009 Investor and its affiliates after the conversion or exercise
does not exceed 4.9% of the Company's then issued and outstanding
shares of common stock.

A full-text copy of the Securities Purchase Agreement by and
between Oxis International, Inc. and the October 2009 Investors
dated October 1, 2009, is available at no charge at
http://ResearchArchives.com/t/s?46aa

                     About Oxis International

Oxis International, Inc., is currently engaged in the development
of neutraceutical products for sale to general consumers.  This
activity had minimal sales during 2008.  Thus, most of the
financial performance discussion relates to products and product
lines not owned or engaged in by Oxis for much of 2008 and these
operations are not a part of the on-going business into 2009.

As of December 31, 2008, Oxis had $590,000 in total assets and
$4,270,000 in total liabilities, resulting in $3,680,000
stockholders' deficit.

Oxis said it has incurred an accumulated deficit of $74,854,000
through December 31, 2008.  Its cash holdings were $22,000 at
December 31, 2008.  Oxis will need to seek additional debt or
equity financing to pay for basic operating costs, to expand
operations, implement its marketing campaign, or hire additional
personnel.  However, it may not successfully obtain debt or equity
financing on terms acceptable to it, or at all, that will be
sufficient to finance operating costs in 2009 and its other goals.
If additional financing is not available or is not available on
acceptable terms, Oxis will have to curtail operations.

As of August 31, 2009, Oxis was 31 months behind in payments under
its secured convertible debentures.  The Company said it did not
have and currently does not have the financial capability to make
the required payments.


PAETEC HOLDING: Registers 8-7/8% Notes for Exchange Offer
---------------------------------------------------------
PAETEC Holding Corp. filed with the Securities and Exchange
Commission AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 to register $350,000,000 8-7/8%
Senior Secured Notes due 2017 and Guarantees of 8-7/8% Senior
Secured Notes due 2017.

PAETEC Holding is offering to exchange up to $350,000,000 8-7/8%
Senior Secured Notes due 2017 which have been registered under the
Securities Act of 1933 for any and all outstanding 8-7/8% Senior
Secured Notes due 2017.

The Exchange Offer:

     -- The notes have been registered under the Securities Act of
        1933, as amended, and are being offered in exchange for
        the outstanding, unregistered notes, or "original notes,"
        that the Company issued on June 29, 2009.

     -- The Company will exchange all original notes that are
        validly tendered and not withdrawn prior to the expiration
        of the exchange offer for an equal principal amount of
        exchange notes.

     -- The exchange offer will expire at 5:00 p.m., New York City
        time, on November 2, 2009, unless extended by the Company.

     -- The Company may withdraw tendered outstanding original
        notes at any time prior to the expiration of the exchange
        offer.

     -- The exchange of outstanding original notes for exchange
        notes pursuant to the exchange offer generally will not be
        a taxable event for U.S. federal income tax purposes.

     -- The Company will not receive any proceeds from the
        exchange offer.

The Exchange Notes:

     -- The terms of the exchange notes will be substantially
        identical to the terms of the original notes, except that
        the exchange notes are registered under the Securities
        Act, and the transfer restrictions, registration rights
        and related additional interest terms applicable to the
        original notes will not apply to the exchange notes.

     -- The exchange notes will mature on June 30, 2017.  The
        Company will pay interest on the exchange notes semi-
        annually on June 30 and December 31 of each year,
        commencing on December 31, 2009.

     -- The exchange notes will be guaranteed on a senior secured
        basis by each of the Company's domestic restricted
        subsidiaries in existence on the issue date of the
        original notes and by all of the Company's domestic
        restricted subsidiaries thereafter, other than certain
        excluded subsidiaries.

     -- The exchange notes and the guarantees will be secured on a
        first-priority basis, equally and ratably with the
        Company's senior secured credit facilities and any future
        pari passu secured obligations, subject to permitted
        liens, by substantially all of the Company's assets.

     -- The Company does not intend to list the exchange notes on
        any securities exchange.

A full-text copy of the prospectus is available at no charge at:

                http://ResearchArchives.com/t/s?4653

                       About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

As of June 30, 2009, the Company had $1,453,905,000 in total
assets and $1,259,830,000 in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PALM INC: Capital World Investors Discloses 10.3% Equity Stake
--------------------------------------------------------------
Capital World Investors is deemed to be the beneficial owner of
16,952,000 shares or 10.3% of the 165,329,477 shares of Palm Inc.
Common Stock believed to be outstanding as a result of Capital
Research and Management Company acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

                          About Palm Inc.

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

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


PALM INC: Registers 15.7MM Common Shares Under 2009 Stock Plans
---------------------------------------------------------------
Palm, Inc., filed with the Securities and Exchange Commission a
registration statement on Form S-8 to register these securities:

                                                     Proposed
                                                     Maximum
                                                     Aggregate
   Title of Securities              Amount to be   Offering
   to be Registered                   Registered     Price
   -------------------              ------------      ---------
   Common Stock $0.001 par value       9,932,035   $168,347,993
   per share, to be issued under
   the 2009 Stock Plan

   Common Stock $0.001 par value       5,817,033    $98,598,709
   per share, to be issued under
   the 2009 Employee Stock Purchase
   Plan

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4654

Palm shareholders approved on September 30, 2009, the 2009 Stock
Plan and the 2009 Employee Stock Purchase Plan, which will replace
the Amended and Restated 1999 Stock Plan and the Amended and
Restated 1999 Employee Stock Purchase Plan.

Palm has filed Post-Effective Amendment No. 1 to:

     -- its Registration Statement No. 333-152586 on Form S-8
        filed on July 29, 2008, to deregister 1,479,582 shares
        previously registered that remain available for future
        grant under the 1999 ESPP.  The 1,479,582 ESPP Shares
        deregistered by the Post-Effective Amendment No. 1 were
        registered by the subsequently filed registration
        statement on Form S-8 for the 2009 ESPP.

     -- its Registration Statement No. 333-160828 on Form S-8
        filed July 27, 2009, to deregister 6,984,343
        shares previously registered that remain available for
        future grant under the 1999 Stock Plan, and 1,479,582
        shares previously registered that remain available for
        future grant under the 1999 ESPP.  The 6,984,343 Stock
        Plan Shares deregistered by the Post-Effective Amendment
        No. 1 were registered by the subsequently filed
        registration statement on Form S-8 for the 2009 Stock
        Plan.  The 1,479,582 ESPP Shares deregistered by the Post
        -Effective Amendment No. 1 were registered by the
        subsequently filed registration statement on Form S-8 for
        the 2009 ESPP.

     -- its Registration Statement No. 333-148528 on Form S-8
        filed on January 8, 2008, to deregister 1,479,582 shares
        previously registered that remain available for future
        grant under the 1999 ESPP.  The 1,479,582 ESPP Shares
        deregistered by the Post-Effective Amendment No. 1 were
        registered by a subsequently filed registration statement
        on Form S-8 for the 2009 ESPP.

                          About Palm Inc.

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

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


PANOLAM INDUSTRIES: Weil Gotshal, Perella Weinberg on Board
-----------------------------------------------------------
Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A.,
will act as legal advisors to Panolam Holdings Co., Panolam
Holdings II Co., Panolam Industries International, Inc., Panolam
Industries, Inc., Pioneer Plastics Corporation, Nevamar Holding
Corp., Nevamar Holdco, LLC, and Nevamar Company, LLC, when the
Company files for bankruptcy.

Perella Weinberg Partners LP will serve as the Company's financial
advisors.

The firms can be contacted at:

     (1) Weil, Gotshal & Manges LLP
         767 Fifth Avenue
         New York, NY 10153
         Tel: (212) 310-8000
         Attn:  Gary T. Holtzer, Esq.

         -- and --

         Weil, Gotshal & Manges LLP
         200 Crescent Court, Suite 300
         Dallas, TX 75201
         Tel: (214) 746-7700
         Attn:  Stephen A. Youngman, Esq.

     (2) Richards, Layton & Finger, P.A.
         One Rodney Square
         P.O. Box 551
         Wilmington, DE 19899
         Tel: (302) 651-7700
         Attn: Mark D. Collins, Esq.

     (3) Perella Weinberg Partners LP
         767 Fifth Avenue
         New York, NY 10153
         Tel: (212) 287-3200
         Attn:  Adam Verost

Credit Suisse, as agent and on behalf of the Required Consenting
Senior Secured Debt Holders, is represented by:

         Sidley Austin LLP
         555 West Fifth Street
         Los Angeles, California 90013
         Attn: Jennifer Hagle, Esq.
         Fax: (213) 896-6600
         Email: jhagle@sidley.com

Conway Del Genio serves as financial advisors to the Agent.

Apollo Capital Management and Eaton Vance Management, as
Consenting Note Holders, are represented by:

         Akin Gump Strauss Hauer & Feld LLP
         One Bryant Park
         New York, New York 10036
         Attn: Lisa Beckerman, Esq.
         Fax:  212-872-1002
         Email: lbeckerman@akingump.com

The Blackstone Group L.P., acts as financial advisors to the
Consenting Note Holders.

As reported by the Troubled Company Reporter, Panolam Industries
on September 25, entered into a restructuring support agreement
with noteholders holding approximately 66% in aggregate principal
amount of its 10-3/4% Senior Subordinated Notes due 2013, lenders
holding approximately 83% in aggregate principal amount of its
senior debt and Credit Suisse, Cayman Islands Branch, as the
administrative agent for the lenders.

Pursuant to the Restructuring Support Agreement, the Consenting
Holders have agreed to restructure and recapitalize the Company on
the terms set forth in (i) a proposed prepackaged plan of
reorganization, (ii) a related term sheet, and (iii) a new
intercreditor agreement term sheet.

The Company launched a formal solicitation of votes for the Plan
from its creditors on October 2, 2009.  Plan votes are due
November 2.

Pursuant to the Restructuring Support Agreement, the Consenting
Holders agreed to vote in favor of and support the Plan, subject
to the terms and conditions of the Restructuring Support
Agreement.  Upon receiving the requisite formal acceptances, the
Company, its parent corporation and certain of its domestic
subsidiaries will commence a voluntary prepackaged proceeding
under Chapter 11 of the Bankruptcy Code before the U.S. Bankruptcy
Court for the District of Delaware.

The purpose of the Financial Restructuring is to reduce Panolam's
leverage and to enhance its long-term growth and competitive
position.  Specifically, the Financial Restructuring is designed
to reduce the book value of Panolam's outstanding debt obligations
(including its outstanding revolving credit facility borrowings,
Term Loan borrowing and gross amount of Senior Subordinated Notes)
from approximately $344,514,000 as of June 30, 2009, to a book
value currently estimated to be approximately $171.4 million (in
each case excluding debt discount) on a pro forma basis as of the
consummation of the Financial Restructuring.  Panolam will also be
able to improve its liquidity by extending the maturity dates on
its existing term credit facility from 2012 to 2014 and its
existing revolving credit facility from 2010 to 2013.  The
restructuring pursuant to the proposed Plan would eliminate
approximately $16 million in annual cash interest payments to the
holders of Senior Subordinated Notes Claims, and free up
additional cash that can be reinvested in their businesses.

Pursuant to the Plan, (i) holders of the senior debt will receive
a combination of cash and new first lien notes in the reorganized
company, (ii) holders of the senior subordinated notes will have
their notes cancelled in exchange for shares of the new common
stock of the reorganized company and (iii) holders of the existing
capital stock will have their shares cancelled in exchange for
warrants to acquire 2.5% of the new common stock of the
reorganized company under certain circumstances.

Holders of General Unsecured Claims will receive payment in full
in cash.  Holders of Senior Subordinated Notes Claims are
projected to recover 49% of their claims.

A full-text copy of the restructuring support agreement is
available at no charge at http://ResearchArchives.com/t/s?464f

A full-text copy of the prepackaged Plan is available at no charge
at http://ResearchArchives.com/t/s?464f

A full-text copy of the disclosure statement is available at no
charge at http://ResearchArchives.com/t/s?4650

                     About Panolam Industries

Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry.  The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), and Pluswood(R) brand names,
are used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.

The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.


PARMALAT SPA: Creditors Convert Warrants for 37,195 Shares
----------------------------------------------------------
Parmalat S.p.A. communicates that, following the allocation of
shares to creditors of the Parmalat Group, the subscribed and
fully paid up share capital has now been increased by 41,289 euros
to 1,703,143,566 euros from 1,703,102,277 euros.  The share
capital increase is due to the allotment of 4,094 shares and the
exercise of 37,195 warrant.

    [The latest status of the share allotment is]:

    -- 24,858,814 shares representing approximately 1.5% of the
       share capital are still in a deposit account c/o Parmalat
       S.p.A., of which:

       * 13,128,518 or 0.8% of the share capital, registered in
         the name of individually identified commercial
         creditors, are still deposited in the intermediary
         account of Parmalat S.p.A. centrally managed by Monte
         Titoli (compared with 13,133,181 shares as at July 23,
         2009);

       * 11,730,296 or 0.7% of the share capital registered in
         the name of the Foundation -- Fondazione Creditori
         Parmalat -- of which:

          (i) 120,000 shares representing the initial share
              capital of Parmalat S.p.A. (unchanged);

         (ii) 11,610,296 or 0.7% of the share capital that
              pertain to currently undisclosed creditors
              (compared with 11,775,469 shares as at July 23,
              2009).

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PEANUT CORP: Hartford Must Set Up Fund to Compensate Victims
------------------------------------------------------------
AboutLawsuits.com reports that Bankruptcy Court Judge William E.
Anderson has required Hartford Insurance, the insurance company
for Peanut Corp. of America, to create a $12 million fund from
insurance proceeds to compensate people who contracted food
poisoning and other health complications from tainted peanuts sold
by the Company.  According to AboutLawsuits.com, e-mails secured
by federal agents appear to show that PCA President Stewart
Parnell was aware that the peanut butter and ingredients they
produced may be contaminated with salmonella and ordered that
shipments continue to go out.  Judge Anderson has given victims
until October 31 to file a claim seeking compensation for illness-
related expenses from the fund with the claim administrator, Roy
Creasy, the bankruptcy trustee for Western Virginia,
AboutLawsuits.com relates.  The report states that about 175 known
claims for severe illnesses or deaths have already been filed.
Distribution of the fund will be determined by the extent of
victim's illnesses, the report says, citing Mr. Creasy.

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

As reported in the Troubled Company Reporter on March 31, 2009,
Federal Insurance Co. provides Peanut Corp. of America with
$1 million of insurance coverage and initiated the interpleader
action in the Bankruptcy Court to help figure out how to divide
the insurance proceeds as claims exceed the amount of coverage.


PHILADELPHIA NEWSPAPERS: Bankruptcy Judge Allows Credit Bid
-----------------------------------------------------------
U.S. Bankruptcy Judge Stephen Raslavich ruled in a 26-page opinion
that Philadelphia Newspapers LLC must allow secured lenders to use
money owed to them as part of their bid for the Company's assets.
Court documents say that the lenders could make a credit bid in
the auction of the Philadelphia Newspapers' dailies, using some of
the $300 million owed to senior lenders.  Because the proposed
stalking horse bidder Bruce E. Toll is an insider, Judge Raslavich
also ruled that the buyer isn't entitled to a break-up fee if it
loses at the auction.  Judge Raslavich allowed Philadelphia
Newspapers to submit new bid procedures that would allow for
credit bidding and would delete a break-up fee for Mr. Toll.

The bankruptcy judge didn't rule on the auction procedures
following a hearing on October 1 due to the parties' disputes as
to credit bidding.  Philadelphia Newspapers opposed a credit bid
by lenders owed more than $400 million, saying that it would have
a "chilling effect" on competing bidders.  A credit bid would top
the stalking-horse bid submitted by a group of local investors,
including Bruce E. Toll, vice chairman of homebuilder Toll
Brothers Inc.  Creditors, on the other hand, accused the current
owners of Philadelphia Newspapers of trying to "game" the
bankruptcy system to keep insiders in control.

The Company is contemplating an October 22 auction, wherein a
group of local investors, including Bruce E. Toll, would be lead
bidder for its business.  The Debtors have filed a proposed
Chapter 11 plan built around the sale of the business to Mr. Toll
or to the highest bidder.

Philadelphia Newspapers filed a Chapter 11 plan of reorganization
on August 20.  The Plan provides for the sale of substantially all
of the Debtors' assets to Mr. Toll-led Philly Papers, LLC, absent
higher and better bids at an auction.  Under the deal, Philly
Papers is expected to pay over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.

According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar.  Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims.  Holders of prepetition unsecured trade claims will
recover up to 6%.

A copy of the Disclosure Statement is available for free at:

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

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

    http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

Senior lenders, including CIT Group Inc., have proposed their own
reorganization plan that would allow the Company to emerge from
bankruptcy with about $60 million in debt.  Led by Citizens
Bank of Pennsylvania, as agent, senior lenders would own about
95% of the Company with the remainder going to unsecured mezzanine
debt holders.  Other unsecured creditors will recover up to 10% of
their claims in cash.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PLIANT CORP: Apollo-Proposed Chapter 11 Plan Confirmed
------------------------------------------------------
BankruptcyData reports that the U.S. Bankruptcy Court confirmed
Pliant Corp.'s Joint Plan of Reorganization Proposed by Apollo
Management VI, L.P. on behalf of its affiliates, dated August 14,
2009.

                         Terms of the Plan

On the Plan Effective Date, Reorganized Pliant and Berry Plastics
Corporation -- which is 79%-owned by Apollo Investment Fund VI,
L.P. and Apollo Investment Fund V, L.P. collectively -- will enter
into an Intercompany Services Agreement.  Berry will contribute
assets related to its Stretch Films business to the applicable
Reorganized Debtors in exchange for (a) the issuance to Berry or
its designated subsidiary of 20% of Reorganized Pliant Common
Stock and (b) subject to the satisfaction of certain performance-
based thresholds, the obligation to issue to Berry or its
designated subsidiary additional shares of New Common Stock
representing 5% of the New Common Stock on a fully-diluted basis.

The Stretch Films business produces both hand and machine-wrap
stretch films, which are used by end users to wrap products and
packages for storage and shipping.  The stretch films products are
sold to distributors and retail and industrial end users under the
MaxTech(R) and PalleTech(R) brands.

                      Issuance of Securities

On the Effective Date, the authorized capital stock of Reorganized
Pliant will consist of 5,350,000 shares of capital stock, of which
up to 5,000,000 shares will be New Common Stock, and up to 350,000
shares will be New Preferred Stock.  Reorganized Pliant will also
issue in exchange for claims $250,000,000 aggregate principal
amount of 11-1/2% Senior Secured Notes due 2015 under an
indenture, and 1,930,000 Rights to purchase New Common Stock in a
Rights Offering.

Specifically, Reorganized Pliant expects to issue:

     (a) a total of 514,666 shares of New Common Stock to Berry,
         members of Berry management (or an entity owned by them)
         and a total of 1,930,00 shares of New Common Stock to
         Apollo and the other Holders of Second Lien Notes Claims
         exercising their Rights pursuant to the Rights Offering,

     (b) up to a total of 262,400 shares of New Preferred Stock to
         holders of Second Lien Notes Claims,

     (c) an aggregate of $250.0 million of 11-1/2% Senior Secured
         Notes due 2015 to Holders of First Lien Notes Claims, and

     (d) a total of 1,930,000 Rights to purchase all or a portion
         of its Pro Rata share of the Rights Allocation to holders
         of Holder of an Allowed Second Lien Notes Claim.  The
         Rights represent the right to acquire 75% of the issued
         and outstanding shares of New Common Stock, immediately
         upon consummation of the Plan, subject to dilution in the
         event Reorganized Pliant issues management compensatory
         stock options or other compensatory awards denominated in
         shares of New Common Stock.

Pliant filed an Application for Qualification on Form T-3 with the
Securities and Exchange Commission in connection with the issuance
of New Senior Secured Notes.  A full-text copy of the Form T-3 is
available at no charge at http://ResearchArchives.com/t/s?43b7

On the Effective Date, affiliates of Apollo are expected to own at
least 57.5% of the new Common Stock of Pliant.

                 Treatment and Recovery of Claims

As of August 28, 2009, Pliant's capitalization consisted of:

     Title                         Amount         Amount
     of Class                      Authorized     Outstanding
     --------                      ----------     -----------
     Common Stock, $0.01 par       100,050,000    97,348 shares
     value per share               shares

     Series AA Preferred Stock,    335,650       334,894 shares
     par value $.01 per share      shares

     Series M Preferred Stock,     8,000 shares    8,000 shares
     par value $.01 per share

     18% Senior Subordinated       $24,000,000      $26,500,000
     Notes due 2012

     11-1/8% Senior Secured        unlimited       $262,400,000
     Notes due 2009

     11-5/8% Senior Secured        unlimited       $393,800,000
     Notes due 2009 and
     11-1/8% Senior Secured
     Notes due 2009

Capitalization of Pliant as of the Effective Date:

     Title                         Amount         Amount
     of Class                      Authorized     Outstanding
     --------                      ----------     -----------
     Common stock, par value       5,000,000   2,444,666 shares
     $0.001 per share --           shares
     New Common Stock

     Series A Cumulative           350,000        up to a total of
     Perpetual Redeemable          Shares         262,400 shares
     Preferred Stock,
     par value $.01 per share

     11-1/2% Senior Secured        $250,000,000   $250,000,000
     Notes due 2015

The Plan provides that:

     -- the First Lien Notes Claims will receive $100.0 million in
        Cash and $250.0 million of New Senior Secured Notes to be
        issued pursuant to the Plan,

     -- the Second Lien Notes will receive, in respect of each
        $1,000 of Allowed Claims, at the Holder's option either
        (a) $87.50 in cash and $87.50 in liquidation preference of
        New Preferred Stock if such Holder elects to receive cash
        and New Preferred Stock or if such Holder does not make an
        election on the Ballot, or (b) a Pro Rata share of the
        Rights allocation if such Holder elects to receive Rights,

     -- General Unsecured Claims will receive at the Holders'
        option either (a) $0.175 on the dollar in cash or (b) the
        amount in cash it would have received as a member of the
        Small Claims Class,

     -- Small Claims under or reduced to $3,000 will be paid in
        full in cash,

     -- the DIP Facility Claims and Prepetition Credit Facility
        Claims will be paid in full in cash, and

     -- Claims and Interests of Pliant's existing equity holders
        will be extinguished.

Treatment and recovery under the Apollo Plan:

                                             Estimated
                                             Allowed     Estimated
   Class  Claim/Interest       Treatment     Amount      Recovery
   -----  --------------       ---------     ----------  ---------
   N/A    Admin Expense        Unimpaired    18,800,000    100%
   N/A    DIP Facility         Unimpaired    40,000,000    100%
   N/A    Priority Tax         Unimpaired     3,900,000    100%
    1     Priority Non-Tax     Unimpaired           N/A    100%
    2     Other Secured        Unimpaired    20,800,000    100%
    3     Prepetition Credit
            Facility           Unimpaired   145,030,000    100%
    4     First Lien Notes     Impaired     393,840,000     89%
    5     Second Lien Notes    Impaired     262,400,000     17.5%
    6     General Unsecured    Impaired      11,300,000     17.5%
    7     Senior Subordinated
            Notes              Impaired      26,500,000      0%
    8     Small Claims         Unimpaired     1,100,000    100%
    9     Intercompany         Unimpaired           N/A    N/A
   10     Section 510(b)       Impaired              --    N/A
   11     Pliant Preferred
             Stock Interests   Impaired             N/A    N/A
   12     Pliant Outstanding
             Common Stock
             Interest          Impaired             N/A    N/A
   13     Subsidiary
             Interests         Unimpaired           N/A    N/A

                       Reorganization Value

The Plan Proponents have not prepared an independent valuation for
the Reorganized Debtors with the addition of the contributed Berry
Assets, synergies and Intercompany Services Agreement.  However,
based upon the proposed contribution to the Reorganized Debtors
through the Rights Offering, the Proponents have determined that
the implied total enterprise value for the Reorganized Debtors
with the addition of the contributed Berry Assets is roughly
$612.7 million.

The implied total enterprise value reflects the sum of:

     -- The implied total equity value of the Reorganized Debtors
        of roughly $257.3 million, which is derived from the
        contribution of $193.0 million in cash under the Plan in
        exchange for 75% of the equity of the Reorganized Debtors
        (subject to dilution in the event Reorganized Pliant
        issues management compensatory stock options or other
        compensatory awards denominated in shares of New Common
        Stock); and

     -- Net debt and preferred stock at emergence of roughly
        $355.4 million, which is comprised of a revolving credit
        facility balance of $74.5 million, $250.0 million of New
        Senior Secured Notes, capital leases of $24.5 million, New
        Preferred Stock of $11.4 million, and cash of $5.0
        million. The revolving credit facility balance does not
        reflect certain bankruptcy-related costs paid post-
        emergence.

                           Exit Facility

Pursuant to a Commitment Letter dated as of June 24, 2009,
Barclays Capital has committed to provide a senior secured asset-
backed revolving credit facility as exit facility to Reorganized
Pliant.  The Exit Facility will provide borrowing availability
equal to the lesser of $175 million or the borrowing base, which
is a function, among other things, of Reorganized Pliant's and its
guarantor subsidiaries' accounts receivables and inventory.

The borrowing base is, at any time of determination, an amount
(net of reserves) equal to the sum of: up to 85% of the value of
eligible accounts receivable plus the lesser of up to 85% of the
net orderly liquidation value of eligible inventory and up to 65%
of the cost of eligible inventory.  The Exit Facility includes
borrowing capacity available for letters of credit and for
borrowings on same-day notice, referred to as swingline loans, and
matures on the third anniversary of the closing date.

Amounts outstanding under the Exit Facility will bear interest at
a rate equal to, at Reorganized Pliant's option, a base rate plus
3.50% per annum or an adjusted LIBOR rate plus 4.50% per annum.
Reorganized Pliant will also be required to pay a commitment fee
to the lenders under the Exit Facility in respect of the
unutilized commitments thereunder at a rate equal to 1.00% per
annum and a customary letter of credit fees and agency fees.

Reorganized Pliant's obligations under the Exit Facility will be
guaranteed by certain of Reorganized Pliant's subsidiaries and
will be secured by a first-priority security interest in
Reorganized Pliant's and its guarantor subsidiaries' accounts
receivable and other rights to payment (including with respect to
the Berry Assets), inventory (including with respect to the Berry
Assets), all documents, instruments and general intangibles
(including intellectual property) relating to accounts receivable
and inventory, deposit accounts, cash and cash equivalents
(including with respect to the Berry Assets), all of the equity
interests held by Reorganized Pliant and its guarantor
subsidiaries (provided that such pledge will not include the
equity interests of any foreign subsidiary other than a pledge of
65% of the equity interests of each first-tier foreign subsidiary
of Reorganized Pliant and each such guarantor subsidiary) and all
products and proceeds of the foregoing, and a second priority
security interest in substantially all of Reorganized Pliant's and
its guarantor subsidiaries' other assets, subject to certain
customary exceptions and carveouts.

The Exit Facility will contain a number of customary covenants and
is subject to customary closing conditions, including a
requirement that after giving effect to all borrowings incurred
under the Exit Facility on the closing date, there shall be at
least $35.0 million of remaining availability under the Exit
Facility.

A full-text copy of the Joint Plan proposed by Apollo is available
at no charge at http://ResearchArchives.com/t/s?43b9

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?43b8

Counsel to Apollo:

     Wachtell, Lipton, Rosen & Katz
     Philip Mindlin, Esq.
     Douglas K. Mayer, Esq.
     Andrew J. Nussbaum, Esq.
     51 West 52nd Street
     New York, NY 10019
     Tel: (212) 403-1000
     Fax: (212) 403-2000

     -- and --

     Morris, Nichols, Arsht & Tunnell LLP
     Derek Abbott, Esq.
     1201 North Market Street
     P.O. Box 1347
     Wilmington, DE 19899-1347
     Tel: (302) 658-9200
     Fax: (302) 658-3989

                         About Pliant Corp

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


POLAROID CORP: Gets Court Nod for Employment of Co-Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Polaroid Corporation and its debtor-affiliates to employ Paul,
Hastings, Janofsky & Walker LLP, Faegre & Benson LLP, and Lapp
Libra Thomson Stoebner & Pusch Chartered as co-counsel.

The Court also authorized the employment of Lindquist & Vennum
PLLP as special counsel; Sotheby's, Inc. as consignment and sales
agent and auctioneer; and Wulsin Murphy LLP as special property
tax counsel.

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.

Polaroid Corp., together with 11 affiliates, filed voluntary
petitions for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

This was the Company's second bankruptcy filing.  The Company
first filed for bankruptcy on October 12, 2001 (Bankr. D. Del.
Lead Case No. 01-10864).


PRIMARY ENERGY: Moody's Assigns 'Ba1' Rating on $105 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Primary
Energy Operations LLC's proposed $105 million senior secured term
loan due 2014.  The rating outlook is stable.

Primary Energy is a holding company consisting of four 'inside the
fence' power generation projects totaling 284 MW and one 'inside
the fence' pulverized coal injection facility.  The four power
generation projects sell power and other services to host steel
mills owned by ArcelorMittal USA (senior unsecured Baa3-stable
outlook) or United States Steel Corporation (US Steel, CFR Ba2-
negative outlook) under contracts maturing between 2011 and 2018.
The pulverized coal injection facility is jointly owned with
ArcelorMittal and the project sells its services to ArcelorMittal
under a tolling contract maturing in 2025.  The projects reached
commercial operations from 1993 to 2003.  Four of the projects
utilize waste heat or blast furnace gas to fuel operations.

The proceeds from the $105 million term loan and a $50 million
equity rights offering by Primary Energy Recycling Corporation
will be used to refinance an existing $135 million senior secured
term loan, fund reserves and pay fees and expenses related to the
transactions.

The Ba1rating reflects robust financial metrics even under
conservative stress scenarios, accelerated pay down of the first
lien debt under the cash sweep, ArcelorMittal as offtaker for four
out of the five projects and a strong historical operating
performance.

The rating also reflects approximately 40% of revenue tied to
variable payments driven by the host mills production levels, re-
contracting risk for three of the projects prior to loan maturity,
approximately 15% of cash flow sourced from US Steel, lack of
termination payments under four of the offtake contracts and close
integration with the host steel mills.

Moody's views the conservative financing structure to be a major
strength that reduces the fundamental challenges facing Primary
Energy due to its close integration with the host steel mills and
the difficult environment facing the US steel industry.  Moody's
expects Primary Energy to achieve minimum and average FFO/Debt of
30% and 60%, respectively, while debt service coverage ratios is
expected to be a minimum and average of at least 4 times and 6
times, respectively.  These metrics are robust for the rating and
the high average credit metrics is primarily due to the
accelerated pay down of the term loan under the 100% excess cash
sweep.

The Ba1 rating for Primary Energy considers these credit
strengths:

Key Credit Strengths

* Offtake contracts with host mills owned by ArcelorMittal or US
  Steel provide steady fixed capacity payments and the variable
  energy payments do not have fuel price risk.

* Primary energy benefits from operational diversification and has
  demonstrated reliable operational performance with availability
  averaging 95% and forced outage rate averaging less than 2% for
  the power generation projects.

* ArcelorMittal performs operations and maintenance for three of
  the projects.

* The host steel mills enjoy a relatively strong competitive
  position in the US with the ArcelorMittal facilities in the
  bottom 1/3 in terms of cost competitiveness according to a
  market consultant.

* Relatively low initial leverage and accelerated repayment of
  debt facilities results in robust credit metrics even under
  downside scenarios.

* The projects combined have a demonstrated history of EBITDA
  generation which has ranged from $33 MM to about $47 MM since
  2006.

* The underlying projects' cost competitiveness relative to other
  options available to the host mills support the projects'
  ability to renew expiring contracts assuming the host steel
  mills are economic.

* Project finance features include a 1st lien on assets, cash flow
  waterfall, 100% excess cash sweep and a 6-month cash funded debt
  service reserve.

                      Key Credit Weaknesses

* Close integration of the projects with the host steel mills
  limits revenue alternatives for the projects if the host mill
  shuts down.

* Only one of the projects contains an explicit termination
  payment if the host mill permanently shuts down.

* The steel producing sector has come under significant stress
  given the economic downturn resulting in a number of idled
  production capacity and reduced production levels at non-idle
  plants.

* Approximately 40% of the Primary Energy's revenues are tied to
  variable payments under its offtake contracts and the variable
  payments are effectively linked to the host steel mill's
  production levels.

* The North Lake project faces contract maturity in 2011 while
  Cokenergy and Portside projects face contract maturities in 2013
  and these contracts combined represent a large majority of
  consolidated EBITDA.

* US Steel is a major offtaker and represents approximately 15% of
  EBITDA.

* Primary Energy is relatively sensitive to unanticipated sharp
  increase in capital expenditure given the explicit covenant
  limitation on capital expenditures.

Primary Energy's stable outlook reflects Moody's expectation of
full debt amortization prior to maturity, continued solid
operations and strong financial metrics.  The stable outlook also
considers the expectation that the US steel industry is likely to
moderately improve over time.

Limited prospects exist for a rating upgrade in the near term.
Over the longer term, positive trends that could lead to an
upgrade include significant improvement to the US steel industry
and substantial debt repayment according to initial projections.

The rating could be downgraded if the US steel industry
deteriorates further, if the contract counterparties deteriorate
in credit quality, if the underlying projects incur operating
problems or if Primary Energy does not achieve the forecasted
credit metrics.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics and
cash flows.

Primary Energy owns a portfolio consists of four 'inside the
fence' power generation projects totaling 284 MW and one 'inside
the fence' pulverized coal injection facility.  The four power
related projects sell power, steam, hot water to host steel mills
owned by ArcelorMittal or US Steel under contract maturing between
2011 and 2025.  Primary Energy is indirectly 85.7% owned by
Primary Energy Recycling Corporation and 14.3% by EPCOR USA
Ventures LLC.


PROBE MANUFACTURING: KB Development Discloses Equity Stake
----------------------------------------------------------
KB Development Group, LLC, disclosed holding 152,000,000 shares of
Probe Manufacturing Inc. common stock.

The managing member of KB Development Group is Kambiz Mahdi who is
the Chief Executive Officer and Director of Probe.  Mr. Mahdi also
owns 18,062,660 shares of common stock of Probe.

The number of shares outstanding of each of Probe's classes of
common stock, as of August 14, 2009, was 184,638,320.

Based in Lake Forest, California, Probe Manufacturing Inc. (OTCBB:
PMFI) -- http://www.probemi.com/-- provides electronics
manufacturing services to original equipment manufacturers of
industrial, automotive, semiconductor, medical, communication,
military, and high technology products.  The company was founded
in 1993.  It was formerly known as Probe Manufacturing Industries,
Inc., and changed its name to Probe Manufacturing Inc., in 2005.

Probe Manufacturing's balance sheet at June 30, 2009, showed
total assets of $1,106,891 and total liabilities of $1,733,776,
resulting in a stockholders' deficit of $626,885.

On Aug. 14, 2009, W.T. Uniack & Co. CPA's, P.C., expressed
substantial doubt about Probe Manufacturing Inc.'s ability to
continue as a going concern after auditing financial statement for
three and six month period ending June 30, 2009.


RADIENT PHARMACEUTICALS: To Deconsolidate JPI Venture in China
--------------------------------------------------------------
Radient Pharmaceuticals Corporation reports that during the second
quarter of 2009, its management became aware of internal
management disputes in China that resulted in a deterioration of
both operational and financial controls by JPI's management over
the operating entity JJB.

"We are in the process of reclassifying our China pharmaceutical
manufacturing and distribution business operations JJB, which is
conducted through JPI) as a business investment, rather than a
consolidated operating subsidiary of our Company, based on the
nature of the current relationship," Radient Pharmaceuticals said.

"On September 29, 2009, upon the Board's approval, we entered into
a binding agreement among and with Mr. Henry Jia, Mr. Frank Zheng,
Mr. Yuan Da Xia -- China Shareholders -- which detailed the rights
and duties of the parties and outlined the Company's limited role
in JPI's future operations and JPI's plan to raise money and
become a public company on a Chinese Exchange.  Pursuant to the
Agreement, we are obligated to complete various agreements with
the China Shareholders relating to the plan for the
deconsolidation, including agreements that will reduce our
interest in JPI/JJB to a minority ownership interest."

The Agreement contemplates:

     -- Debt Conversion Agreement with the China Shareholders to
        convert certain accrued salaries and expenses currently
        owed to the China Shareholders into shares of JPI at a
        pre-conversion valuation of US$28 million for JPI;

     -- Share Exchange Agreement for the exchange of certain
        shares of the Company's stock currently held by the China
        Shareholders or their affiliates for stock of JPI at a
        pre-conversion valuation of US$28 million for JPI, subject
        to an independent valuation;

     -- Debt Conversion Agreement between the Company and JPI to
        restructure certain debts of JPI/JJB that are owed to the
        Company; and

     -- JPI will agree to use its best efforts to complete an IPO
        on the Shenzhen Stock Exchange, Hong Kong Stock Exchange,
        Shanghai Stock Exchange or a similar exchange by
        September 30, 2012.

The parties will use their best efforts to complete the plan of
Deconsolidation in accordance with this timeline:

     October 2009         Entry into Definitive Agreements between
                          JPI, ADL and the China Shareholders.

     October 2009         Completion and approval of Equity
                          Incentive Plan for JPI.

     October 2009         Complete independent valuation of JPI.

     November -           Commence and close private placement of
     December 2009        JPI stock.

     Prior to             Complete IPO of JPI stock on Shenzhen,
     September 30, 2012   Hong Kong, Shanghai or similar stock
                          exchange.

Despite the loss of control and deconsolidation of JPI, the
Company still believes JPI has a promising future.  Yet, the
deconsolidation process of JPI and JJB is anticipated to
materially and adversely affect the Company's 2009 earnings and
sales.  The Company may record a loss excluding one-time charges
from the deconsolidation of JPI and JJB of a yet to be determined
amount.  In addition, there can be no assurance that the Company
will ever realize any significant value from its interest in JPI
and JJB.

A full-text copy of the Deconsolidation Agreement is available at
no charge at http://ResearchArchives.com/t/s?4652

                   Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

                   About Radient Pharmaceuticals

Headquartered in Tustin, CA with operations in China, Radient
Pharmaceuticals, fka AMDL Inc., along with its subsidiary, JPI, is
a pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs over 510 people in the U.S. and China.

The Company had assets of $35,240,702 against debts of $7,727,742
as of June 30, 2009.


REALOGY CORP: Closes $135MM Delayed Draw Portion of 2nd Lien Loan
-----------------------------------------------------------------
Realogy Corporation on October 9, 2009, closed on the $135 million
aggregate principal amount delayed draw portion of second lien
incremental term loans, which increases the aggregate principal
amount of second lien incremental term loans issued under the
incremental loan (accordion) feature of its existing senior credit
facility to $650 million.

As reported by the Troubled Company Reporter, Realogy Corp. on
September 28, 2009, announced the closing of $515 million
aggregate principal amount of the expected $650 million of second
lien incremental term loans under the incremental loan (accordion)
feature of our existing senior credit facility.

The Incremental Term Loans are guaranteed by Domus Intermediate
Holdings Corp. and certain other of Realogy's direct or indirect
subsidiaries that guarantee the existing loans and other
obligations under the Credit Facility.  The Incremental Term Loans
are secured by liens on the assets of the Company, Intermediate
and the Subsidiary Guarantors that secure the First Priority
Obligations and such liens are junior in priority to the First
Lien Obligations and any permitted refinancings thereof.  The
Incremental Term Loans bear interest at a rate of 13.50% per annum
and interest payments are payable semi-annually in arrears with
the first interest payment payable on April 15, 2010.  The
Incremental Term Loans will mature on October 15, 2017, and there
is no scheduled amortization for the Incremental Term Loans.

The Incremental Term Loans may be voluntarily prepaid only after
the payment in full of the First Lien Obligations, although the
Incremental Term Loans may be refinanced at any time as permitted
under the terms of the Credit Facility.  In addition, Realogy may
make prepayments of the Incremental Terms Loans at any time to the
extent such prepayments are consented to by the lenders of the
First Lien Obligations under the Credit Facility.  Any such
voluntary prepayment will be subject to a make-whole premium if
made prior to the October 15, 2012, and will be subject to a
prepayment penalty if made on or after October 15, 2012, but prior
to October 15, 2013.

The Incremental Term Loans will not be subject to any mandatory
prepayments until the payment in full of the First Priority
Obligations.  Upon the payment in full of the First Priority
Obligations, 100% of the net cash proceeds of asset sales and
dispositions, subject to certain exceptions and customary
reinvestment provisions, will be applied as a mandatory prepayment
of the Incremental Term Loans on the terms set forth in the Credit
Facility.

The Incremental Term Loans will be subject to the same affirmative
and negative covenants and events of default set forth in the
Credit Facility.  Upon payment in full of the First Lien
Obligations, the Credit Facility shall automatically be amended to
delete the senior secured leverage ratio covenant.

Realogy received $515 million of proceeds on the Closing Date and
expect to receive an additional $135 million on a delayed draw
basis on Oct. 9, 2009, subject to receipt of additional lender
commitments on or before such date.  Initial proceeds from the
Incremental Term Loans were used to (1) reduce borrowings under
our $750 million revolver under the Credit Facility and (2)
refinance roughly $220 million of Realogy's 11.00%/11.75%
Senior Toggle Notes due 2014 pursuant to the Icahn Exchange.

In connection with the closing of the Incremental Term Loans, on
September 28, 2009, the Company entered into, among other
documents and agreements, an Incremental Assumption Agreement, an
Intercreditor Agreement, a First Amendment to the Company's
Guarantee and Collateral Agreement and a Second Lien Guarantee and
Collateral Agreement:

     (A) Incremental Assumption Agreement

The Incremental Assumption Agreement, by and among the Company,
Intermediate, the lenders party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, and Wilmington Trust Company, as
collateral agent, sets forth the terms pursuant to which certain
financial institutions and other entities agreed to make the
Incremental Term Loans to the Company under the accordion feature
of the Credit Facility.

     (B) First Amendment to Guarantee and Collateral Agreement

The First Amendment to the Guarantee and Collateral Agreement, by
and among the Company, Intermediate, the Subsidiary Guarantors and
the Administrative Agent amends the existing Guarantee and
Collateral Agreement, dated as of April 10, 2007, by and among the
Company, Intermediate, the Subsidiary Guarantors and the
Administrative Agent.  The First Amendment to Guarantee and
Collateral Agreement gives effect to the effective subordination
of the security interests and other liens securing the Incremental
Term Loans to the security interests and other liens securing the
First Priority Obligations.

     (C) Second Lien Guarantee and Collateral Agreement

Pursuant to the Second Lien Guarantee and Collateral Agreement, by
and among the Company, Intermediate, the Subsidiary Guarantors and
the Second Lien Collateral Agent, each of the Company,
Intermediate and the Subsidiary Guarantors granted a second
priority lien and security interest in favor of the Second Lien
Collateral Agent for the benefit of the lenders of the Incremental
Term Loans, any additional lenders in the future that may be
secured on a pari passu basis, the Administrative Agent and the
Collateral Agent on all of their tangible and intangible assets
that secure the First Priority Obligations to secure the
Incremental Term Loans and the other related secured obligations
defined in the Second Lien Guarantee and Collateral Agreement.

     (D) Intercreditor Agreement

The Intercreditor Agreement, by and among the Company,
Intermediate, the Subsidiary Guarantors, the Administrative Agent
and the Second Lien Collateral Agent, sets forth the respective
rights and obligations between the lenders and other related
secured parties with respect to the First Priority Obligations and
the Second Lien Secured Parties, including the relative priority
of the liens granted by the Company, Intermediate and the
Subsidiary Guarantors to secure the First Priority Obligations and
the Second Priority Obligations.

     (E) Icahn Exchange

On September 24, 2009, Realogy entered into a letter agreement
with Apollo Management VI, L.P., RCIV Holdings (Luxembourg)
S.a.r.l., an affiliate of Apollo Management, certain investment
funds managed by Apollo Management, and Icahn Partners, L.P. and
certain of its affiliates.  Realogy's principal stockholders are
investment funds affiliated with, or co-investment vehicles
managed by, Apollo Management.  Pursuant to the terms of the
Letter Agreement, Icahn exchanged roughly $220 million
aggregate principal amount of the Senior Toggle Notes held by it
for $150 million aggregate principal amount of the Incremental
Term Loans.  Icahn also sold the balance of the Senior Toggle
Notes held by it for cash to RCIV in a privately negotiated
transaction and used a portion of the cash proceeds to participate
as a lender in the Incremental Term Loans.  The transactions with
Icahn closed concurrently with the closing of the Incremental Term
Loans.

                        About Realogy Corp.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended December 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. had assets of $8,425,000,000 against debts of
$9,430,000,000, for a total stockholders' deficit of
$1,005,000,000 as of June 30, 2009.

As reported by the Troubled Company Reporter on September 28,
2009, Standard & Poor's Ratings Services assigned a 'C' issue-
level rating to Realogy Corp.'s proposed $475 million second-lien
term facility due January 2014 with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.


REVLON INC: Closes Exchange Offer; MacAndrews Loan Maturity Moved
-----------------------------------------------------------------
Revlon, Inc., on October 8, 2009, consummated its exchange offer
in which each issued and outstanding share of Revlon Class A
common stock was exchangeable on a voluntary basis for one share
of a newly-issued series of Revlon preferred stock.  The Exchange
Offer expired in accordance with its terms at 11:59 p.m., New York
City time, on October 7.

Revlon indicated that it issued 9,336,905 shares of Revlon
Series A preferred stock to stockholders (other than MacAndrews &
Forbes Holdings Inc. and its affiliates) in exchange for the same
number of shares of Revlon Class A common stock tendered for
exchange.  The Class A common stock tendered in the Exchange Offer
represented 46% of the shares of Revlon Class A common stock not
beneficially owned by MacAndrews & Forbes and its affiliates.
Revlon has accepted for exchange all validly tendered shares of
Class A common stock.

In connection with the consummation of the Exchange Offer,
MacAndrews & Forbes contributed to Revlon $48,645,275 in principal
amount of the Senior Subordinated Term Loan between Revlon's
wholly-owned operating subsidiary, Revlon Consumer Products
Corporation, and MacAndrews & Forbes (representing $5.21 of the
principal amount of such loan for each share of Revlon Class A
common stock exchanged in the Exchange Offer).  For each share of
Revlon Class A common stock exchanged in the Exchange Offer,
Revlon issued to MacAndrews & Forbes one share of Class A common
stock, or 9,336,905 shares of Class A common stock in the
aggregate.  Upon consummation of the Exchange Offer, certain
amendments to the terms of the Senior Subordinated Term Loan
became effective, including amendments:

     -- extending the maturity date of the portion of the Senior
        Subordinated Term Loan that will remain owed to MacAndrews
        & Forbes -- the Non-Contributed Loan -- from August 1,
        2010, to the fifth anniversary of consummation of the
        Exchange Offer, or October 8, 2014, and changing the
        interest rate on the Non-Contributed Loan from 11% to 12%
        per year; and

     -- extending the maturity date of the Contributed Loan from
        August 1, 2010, to the fourth anniversary of consummation
        of the Exchange Offer, or October 8, 2013, and changing
        the interest rate on the Contributed Loan from 11% to
        12.75% per year.

As a result of these transactions:

     -- MacAndrews & Forbes and its affiliates beneficially own in
        the aggregate 37,544,640 shares of Revlon Class A common
        stock, or 77.5% of the Revlon Class A common stock, all
        3.125 million shares of Revlon's Class B common stock and
        78.9% of the combined Revlon Class A common stock and
        Class B common stock (representing 77.3% of the combined
        voting power of the Revlon Class A and Class B common
        stock and the Series A preferred stock); and

     -- Revlon's stockholders (other than MacAndrews & Forbes and
        its affiliates) beneficially own in the aggregate
        10,898,432 shares of Revlon Class A common stock, or 22.5%
        of the Revlon Class A common stock, and all 9,336,905
        shares of the Revlon Series A preferred stock (which,
        together with the Revlon Class A common stock held by such
        stockholders, represent 22.7% of the combined voting power
        of the Revlon Class A and Class B common stock and the
        Series A preferred stock).

On October 8, 2009, Revlon amended its certificate of
incorporation to (1) clarify that the provision requiring that
holders of its Class A Common Stock and holders of its Class B
Common Stock receive the same consideration in certain business
combinations shall only apply in connection with transactions
involving third parties and (2) increase the number of Revlon's
authorized shares of preferred stock from 20 million to 50 million
and, accordingly, to increase the number of Revlon's authorized
shares of capital stock from 1,120,000,000 to 1,150,000,000.

                           About Revlon

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At March 31, 2009, Revlon Inc. had $784,700,000 in total assets;
$300,900,000 in total current liabilities, $1,183,600,000 in long-
term liabilities, $107,000,000 in long-term debt of affiliates,
$222,900,000 in long-term pension and other post-retirement plan
liabilities, and $65,400,000 in other long-term liabilities;
resulting in $1,095,100,000 in stockholders' deficit.


ROYAL HAWAIIAN: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Royal Hawaiian Showroom LLC has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Hawaii, listing liabilities in excess of $10 million owed to more
than 100 creditors.

Chad Blair at Pacific Business News reports that Royal Hawaiian's
largest unsecured claims include:

     -- $4.6 million to Taisei Construction Co. of Honolulu for
        construction work,

     -- $5.6 million to Central Pacific Bank for loan, lease and
        credit line; and

     -- $693,259 to B.P. Bishop Estate for lease payments and
        utilities.

Pacific Business relates that Royal Hawaiian opened the theatrical
show Waikiki Nei in August 2008 after several delays, but closed
two months later, due in part to poor ticket sales.

Honolulu, Hawaii-based Royal Hawaiian Showroom is owned by
producer Roy Tokujo.  It is located in the Royal Hawaiian Center,
a Waikiki shopping complex owned by Kamehameha Schools, aka Bishop
Estate.


SALLY BEAUTY: Acquires Schoeneman in $71 Million Merger Deal
------------------------------------------------------------
Beauty Systems Group LLC, a subsidiary of Sally Beauty Holdings,
Inc., on September 30, 2009, entered into an Agreement and Plan of
Merger with Schoeneman Beauty Supply, Inc., the shareholders of
Schoeneman and F. Dale Schoeneman, as shareholder representative,
pursuant to which Schoeneman merged into a wholly owned
acquisition subsidiary of the Company.

The aggregate merger consideration for the transaction was
$71 million, subject to certain adjustments, including an
adjustment based on closing date net assets.  In its news
statement, Sally Beauty Holdings paid cash of approximately
$61 million, net of the present value of the future incremental
tax benefit expected to be realized by the Company from the
transaction.

The Company currently expects to realize approximately $10 million
of present value future tax savings as a result of expected future
incremental depreciation and amortization tax deductions relating
to the assets acquired in this transaction.  The Company has
agreed to indemnify the shareholders of Schoeneman for certain
increased tax liabilities that they may incur as a result of the
structure of the transaction.

The Merger Agreement contains conventional representations and
warranties, covenants and indemnities.  The parties have agreed to
set aside in escrow an aggregate amount of $18 million of the
merger consideration to secure the indemnification and other
obligations of the shareholders of Schoeneman and certain
covenants under the Merger Agreement.

In connection with the transactions, certain of the shareholders
of Schoeneman agreed to restrictive covenants regarding, among
other matters, non-competition with the business of Schoeneman,
the confidentiality of information relating to the business of
Schoeneman and the solicitation of employees, customers and
suppliers of Schoeneman.

The addition of Schoeneman is expected to provide BSG with a
greater presence in the Northeast region of the U.S.

"The Beauty Systems Group segment was built through a series of
strategic acquisitions such as Schoeneman," said Gary
Winterhalter, CEO of Sally Beauty Holdings.  "We believe
Schoeneman is a natural addition to our BSG business and supports
our long-term objective to grow the Company.  We utilized some of
our available cash to fund the acquisition, but still have ample
liquidity to grow organically and pay down debt.  In fact, during
the fiscal 2009 fourth quarter, we made an optional repayment of
$20 million on our term loan facilities."

"This acquisition directly supports BSG's strategy of extending
our distribution reach in important geographic regions of the
U.S.," said John Golliher, president of the Beauty Systems Group.
"We expect this combination to provide us with a greater
opportunity to compete in Pennsylvania, Southern New Jersey,
Delaware, and West Virginia.  Schoeneman brings its highly skilled
employees, strong customer relationships and proven distribution
channels to BSG.  By combining our two companies, we believe we
can create additional value for our customers, suppliers, and our
stockholders."

Dale Schoeneman, Chief Executive Officer of Schoeneman Beauty
Supply, Inc., stated, "We are excited about Sally's Beauty System
Group LLC acquisition.  Not only do the two companies share
similar cultures, but the added scale and financial resources of
the BSG organization bring enormous benefits to our customers,
employees, suppliers and community.  The Schoeneman family looks
forward to BSG's management team bringing new opportunities to the
business."

The acquisition is expected to be slightly accretive, post
integration costs, to Sally Beauty Holdings' earnings per share in
2010.  Cost synergies are expected to be realized upon full
integration of Schoeneman, and the Company projects additional
accretion to Sally Beauty Holdings earnings per share in 2011.

                         About Schoeneman

Schoeneman Beauty Supply, Inc., is headquartered in Pottsville,
Pennsylvania and employs over 500 people, including over 100
direct sales consultants. Sales revenue in fiscal 2009 is
projected to be in the range of $86 million to $89 million.  The
Company owns 43 professional-only beauty supply stores located in
Pennsylvania, Southern New Jersey, Northern Delaware and West
Virginia.  The direct sales consultants further extend its
distribution reach to Maryland, Washington D.C., and Northern
Virginia.  Schoeneman carries approximately 10,000 SKU's with a
focus on the mid-to-high end of beauty professional products.

                        About Sally Beauty

Denton, Texas-based Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies with
revenues of more than $2.6 billion annually. Through the Sally
Beauty Supply and Beauty Systems Group businesses, the Company
sells and distributes through over 3,700 stores, including
approximately 200 franchised units, throughout the United States,
the United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Japan, Ireland, Spain and Germany.  Sally Beauty Supply stores
offer more than 6,000 products for hair, skin, and nails through
professional lines such as Clairol, L'Oreal, Wella and Conair, as
well as an extensive selection of proprietary merchandise.  Beauty
Systems Group stores, branded as CosmoProf or Armstrong McCall
stores, along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.

The Company posted net earnings of $31,489,000 for the three
months ended June 30, 2009, from net earnings of $29,359,000 for
the same period a year ago.  The Company posted net earnings of
$72,143,000 for the nine months ended June 30, 2009, from net
earnings of $56,098,000 for the same period a year ago.

At June 30, 2009, the Company had $1,464,897,000 in total assets
and $2,110,057 in total liabilities, resulting in $650,695,000 in
stockholders' deficit.


SEMGROUP ENERGY: Vitol to Purchase SGLP General Partner
-------------------------------------------------------
SemGroup Energy Partners, L.P., has been informed that Vitol Inc.,
part of the Vitol Group of companies, October 8, 2009, entered
into an agreement with Manchester Securities Corp., an affiliate
of Elliott Management Corporation, to purchase 100% of the
membership interests of SemGroup Energy Partners G.P., L.L.C.,
SGLP's general partner, and SGLP's subordinated units.  Because
this is a private transaction, financial terms were not disclosed.
The agreement is subject to a number of customary closing
conditions and approvals, including consent from SGLP's lenders
under its credit facility.

Vitol Inc. is the principal U.S. subsidiary of the Vitol Group.
Vitol is engaged in the global physical supply and distribution of
crude oil, petroleum products, coal, natural gas, and other
commodities.  Vitol was founded in 1966, and is headquartered in
the Netherlands. Vitol moves over 5 million barrels of crude oil
and petroleum products every day throughout the world, charters
more than 3,000 ships annually and had annual revenues of
$191 billion in 2008.

Kevin Foxx, President and Chief Executive Officer of SGLP's
general partner, stated, "We want to express our thanks and
appreciation to Manchester, which has provided us a tremendous
amount of support and leadership throughout the past 15 months.
We are also pleased that Manchester has reached agreement with
Vitol, one of the largest independent energy companies in the
world.  We believe our assets can be a great fit into Vitol's U.S.
business model and we look forward to working with them and
growing our business."

                 About SemGroup Energy Partners LP

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP.PK) -- http://www.SGLPEnergy.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets consisting of roughly 8.2 million barrels of crude oil
storage located in Oklahoma and Texas, roughly 6.7 million barrels
of which are located at the Cushing, Oklahoma interchange, roughly
1,150 miles of crude oil pipeline located primarily in Oklahoma
and Texas, over 200 crude oil transportation and oilfield services
vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and
Texas and roughly 7.4 million barrels of combined asphalt and
residual fuel storage located at 46 terminals in 23 states.  SGLP
provides crude oil terminalling and storage services, crude oil
gathering and transportation services and asphalt services.

As of June 30, 2009, SGLP had total assets of $314.5 million; and
total current liabilities of $28.4 million, long-term debt of
$417.8 million, and long-term capital lease obligations of
$11 million; resulting in Partners' deficit of $131.7 million.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq., and
Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R.
Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq.,
at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and
Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  Kurtzman Carson
Consultants L.L.C. is the Debtors' claims agent.  The Debtors'
financial advisors are The Blackstone Group L.P. and A.P. Services
LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEQUA CORPORATION: Moody's Confirms 'Caa1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed Sequa Corporation's Caa1
Corporate Family and the Probability of Default Ratings.
Simultaneously, the company's senior secured bank credit facility
rating was confirmed at B2 and the rating for the senior unsecured
notes was confirmed at Caa2.  The rating outlook is negative.
This action completes the review for possible downgrade that was
initiated March 16, 2009.

The confirmation of the Caa1 CFR continues to reflect the
company's highly levered capital structure resulting from the 2007
buyout by The Carlyle Group, the significant revenue and operating
profit decline in the last several quarters, and the substantial
enterprise value decline.  Moody's believes that Sequa's
significant amount of debt relative to cash flow generation could
suggest that the company's capital structure is unsustainable and
that the company could seek to restructure its debt in the future.
The confirmation also reflects Moody's recognition of Sequa's
initiatives during the past several months in downsizing its
production capacity and reducing its cost base in response to the
significant revenue and earnings decline across all three of its
operating segments: aerospace, automotive and metal coating.  The
confirmation is also supported by expectation that the liquidity
profile, given the company's cash position and unused capacity and
availability under its revolver and receivables purchase facility,
is sufficient to meet ongoing near term requirements including
modest capital expenditures.

The negative outlook considers that absent a meaningful upturn in
revenue and cash flow, Sequa's capital structure, which includes
debt exceeding 100% of revenue, could be unsustainable and require
restructuring.  The company faces additional cash flow pressure in
2010 as the $241 million (balance as of 6/30/09) of 13.5% senior
notes become cash pay.  In addition, the negative outlook reflects
the concern that the rate of profitability and margin improvement
could be outpaced by ongoing decline in the revenue base of its
three segments should demand not stabilize.

These ratings/assessments have been affected:

Confirmed

* Corporate Family Rating at Caa1;

* Probability of Default Rating at Caa1;

* $150 million senior secured revolver due December 2, 2013 at B2
  (LGD2, 27%);

* $954 million (originally $1,200 million) senior secured term
  loan due December 3, 2014 at B2 (LGD2, 27%);

* $500 million 11.75% senior notes due December 1, 2015 at Caa2
  (LGD5, 81%);

* $241 million (as of 6/30/09, originally $211.4 million; PIK
  through December 1, 2009) 13.5% senior discount notes due
  December 1, 2015, at Caa2 (LGD5, 81%).

The rating outlook was changed to negative.

The last rating action was on March 16, 2009 when the CFR was
downgraded to Caa1 and placed on review for further possible
downgrade.

Sequa Corporation, headquartered in New York, is a diversified
industrial company operating in three business segments: aerospace
through Chromalloy Gas Turbine, automotive through ARC Automotive
and Casco Products and metal coating through Precoat Metals.  LTM
revenue as of 6/30/09 was approximately $1.5 billion.


SHAW GROUP: Moody's Assigns 'Ba1' Rating on Senior Bank Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the amended
senior secured bank facility of The Shaw Group Inc. and affirmed
the company's Ba1 Corporate Family and Probability of Default
ratings.  The rating outlook remains stable.

Ratings Assigned

* Senior Secured Bank Facility of Ba1, LGD 3, 40%

Ratings Affirmed:

* Corporate Family Rating of Ba1
* Probability of Default Rating of Ba1

Ratings Withdrawn:

* Senior Secured Credit Agreement of Ba1, LGD 3, 43%

Shaw's amended $1.2 billion bank agreement effectively extends the
final maturity date of this facility to October 2012 from April
2011 previously and alleviates financial covenant pressures that
had developed under the terms of its pre-existing bank facility.
The amended facility is fully available for funded borrowing
purposes, although Moody's expects Shaw will use its facility
solely to support its letter of credit needs.  The amount of the
facility will periodically reduce to an authorization of
$1 billion by April 2011.  Shaw's liquidity profile further
benefits from its strong cash balances, free cash flow profile and
lack of funded debt.

Shaw's Ba1 corporate family rating considers the company's
established position as a leading contractor to an assortment of
end markets, with a particular advantage in the burgeoning nuclear
power market.  The rating is further supported by the current
strength of Shaw's balance sheet and robust cash flow metrics as
well as its large and growing backlog level.  The rating is
constrained by project execution risks, the existence of material
weaknesses in internal controls over financial reporting and the
potential that Shaw's balance sheet may eventually be altered
should it choose to refinance some or all of the limited recourse
obligations related to its 20% ownership of the Westinghouse
Group.

Moody's last rating action on The Shaw Group Inc. was on April 18,
2008 at which time its rating was upgraded to Ba1 with a stable
outlook.

The Shaw Group Inc., located in Baton Rouge, Louisiana, is a
diversified engineering, technology, construction and industrial
services organization.  Revenues for the twelve months ending
May 31, 2009, were approximately $7.2 billion.


SHINGLE SPRINGS: S&P Downgrades Issuer Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
El Dorado County, California-based Shingle Springs Tribal Gaming
Authority; the issuer credit rating was lowered to 'B-' from 'B'.
At the same time, the ratings were placed on CreditWatch with
negative implications.

"The downgrade reflects continued weakness in operating
performance as the property is experiencing a slower than expected
ramp up following its opening in December 2008," said Standard &
Poor's credit analyst Melissa Long.

S&P continues to expect that the casino will generate a level of
EBITDA that is below S&P's estimate of fixed charges in 2009 and
S&P believes that excess cash balances are ample to make up the
shortfall.  However, S&P is concerned that the property will need
to grow EBITDAM in 2010 to continue to meet all of its fixed
charges.

The CreditWatch listing reflects the likely violation of financial
covenants contained within the Authority's furniture, fixtures,
and equipment facility.  These covenants, which include a fixed
charge and senior leverage test, will be measured for the first
time in the quarter ending Sept. 30, 2009.  The Authority has
stated that it does not believe it will be in compliance with the
covenants as of the Sept. 30, 2009, measurement date once it
completes its financial statements.  Failure to be in compliance
with these financial covenants would constitute an event of
default under the FF&E facility.  The Authority has entered into a
forbearance agreement with FF&E lenders while it seeks to
negotiate a waiver and amendment.

In resolving the CreditWatch listing, S&P will monitor the
Authority's progress toward addressing its likely covenant
violations.  If S&P concludes that the Authority will not be able
to successfully negotiate a waiver and amendment with FF&E
lenders, the rating could be further lowered.


SINCLAIR BROADCAST: MOU Allows Cunningham to Terminate LMAs
-----------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a non-binding
memorandum of understanding with Cunningham Broadcasting
Corporation, its local marketing agreement partner in six markets.
As of June 30, 2009, Cunningham's stations provided Sinclair with
approximately $70.0 million of annual total revenue.

Sinclair notes Cunningham is currently facing significant
financial and economic challenges.  On June 5, 2009, the
administrative agent under Cunningham's bank credit facility
declared an event of default under the facility for failure to
timely deliver certain annual financial statements as required.
As of such date, a rate of interest of LIBOR plus 5%, which rate
includes a 2% default rate of interest, has been instituted on all
outstanding borrowings under the Cunningham bank credit facility.

On June 30, 2009, the default was waived and the termination date
of the Cunningham bank credit facility was extended to July 31,
2009, subject to certain conditions, including maintaining the
default interest rate.

On July 31, 2009, the Cunningham bank credit facility was further
extended to October 30, 2009.  The extension requires that
Cunningham make $200,000 principal payments on its term loan
facility as of the first day of each of August, September and
October with the balance due on October 30, 2009.  To delay or
avoid any potential bankruptcy of Cunningham, the lenders under
Cunningham's existing credit facility have indicated their
willingness to replace such credit facility with a new credit
facility, which is conditioned upon Cunningham's demonstration
that it can repay the outstanding principal balance due under the
facility within three years.  As a result, Cunningham asked
Sinclair to restructure certain of its arrangements with Sinclair,
including the LMAs, which negotiations led to the execution of the
MOU.

Under the terms of the MOU, upon the consummation of the tender
offers by Sinclair Television Group, Inc. for any and all of
Sinclair's outstanding 3.0% Convertible Senior Notes due 2027 and
4.875% Convertible Senior Notes due 2018 and the related
financing, the following arrangements between Cunningham and
Sinclair would be amended and restated and become effective:

     (i) the LMAs,
    (ii) option agreements to acquire Cunningham stock, and
   (iii) certain acquisition or merger agreements relating to
         television stations owned by Cunningham.

If the LMAs and other agreements are amended and restated pursuant
to the MOU, they will have these material revised terms:

     -- Cunningham will have the right to terminate the LMAs and
        the other agreements upon a "change of control" of
        Sinclair, which will occur if the Smith brothers no longer
        own or control at least 51% of the voting power of
        Sinclair;

     -- If Cunningham files for bankruptcy protection under
        Chapter 11 of the United States Bankruptcy Code, it will
        not seek to reject the LMAs or the other agreements in a
        bankruptcy proceeding until such time as the parties to
        the MOU have had a reasonable time to negotiate, in good
        faith, mutually agreeable amendments to such LMAs or other
        agreements;

     -- The LMAs and the other agreements will terminate on
        July 1, 2016, provided that Sinclair will have three
        options to extend the term, each option for an additional
        five-year term;

     -- In consideration of the new terms of the LMAs and other
        agreements and the extension options, beginning January 1,
        2010, and ending on July 1, 2012, Sinclair will be
        obligated to pay Cunningham the sum of approximately
        $29.1 million in 10 quarterly installments of
        $2.75 million and one quarterly payment of approximately
        $1.6 million, which amounts will be used to pay off
        Cunningham's bank credit facility and which amounts will
        be credited toward the purchase price for each Cunningham
        Station, in accordance with a specified allocation, that
        is acquired by Sinclair pursuant to any of the option,
        acquisition or merger agreements or Cunningham's put
        option applicable to such Cunningham Station -- Purchase
        Price Credit Payments.  An additional $3.9 million,
        approximately, will be paid in two installments on July 1,
        2012, and October 1, 2012, as an additional LMA fee, in
        addition to the LMA Fee.  Notwithstanding, if Cunningham
        seeks to terminate the LMAs or the other agreements,
        including in connection with a change in control, then
        Sinclair will have the right to assign the LMAs or the
        other agreements being terminated to a third party or
        parties.  Upon such termination by Cunningham any
        remaining obligation of Sinclair to pay the amounts
        indicated will be terminated.  The aggregate purchase
        price of the television stations, $78.5 million as of
        September 30, 2009, will be decreased by each Purchase
        Price Credit Payment as it is paid, but, subject to
        certain terms, will be increased by 6% annually;

     -- Beginning on October 1, 2012, and continuing thereafter
        during the terms of the LMAs (or any extensions thereto),
        Sinclair will be obligated to pay Cunningham an annual LMA
        fee for the television stations equal to the greater of
        (i) 3% of each station's annual net broadcast revenue and
        (ii) $5.0 million (reduced proportionally if one or more
        stations are purchased by Sinclair).  The LMA Fee will be
        subject to cost-of-living increases every five years
        during the LMA term or any extension thereof.  The LMA Fee
        will be allocated as follows: (i) a portion equal to 6% of
        the aggregate purchase price of the television stations
        will be allocated to the payment of interest on the
        remaining portion of the aggregate purchase price; and
        (ii) the remainder as a fee to Cunningham for services
        provided under the LMAs.  After the $29.1 million payable
        to Cunningham is paid in full, and as long as the LMA Fee
        is paid each year, the aggregate purchase price will no
        longer increase because the 6% interest due on the
        aggregate purchase price will be paid in full each year as
        indicated;

     -- Cunningham will have a put option, under which Cunningham
        may require Sinclair to purchase the television stations
        on July 1, 2016, which is the termination date of the
        initial term of the LMAs or at the expiration of any
        renewal term. Sinclair may assign its obligation to
        purchase the television stations to a third party in the
        event that it cannot acquire the television stations as a
        result of Federal Communications Commission rules or for
        any other reason. If Cunningham exercises its put option,
        the purchase price for the Cunningham Station(s) acquired
        will be the lesser of (i) the portion of the aggregate
        purchase price in effect at such time allocable to such
        Cunningham Station(s) and (ii) the appraised fair market
        value of such Cunningham Station(s);

     -- The prices under the existing options to purchase
        Cunningham stock will be adjusted to make them consistent
        with the purchase prices and terms contained in the
        amended and restated acquisition agreements.  In addition,
        in lieu of acquiring the assets of any of the Cunningham
        Stations under the acquisition agreements, Sinclair will
        have an option to acquire for cash all of the issued and
        outstanding stock of each subsidiary of Cunningham, on
        terms and conditions substantially similar in all material
        respects to the amended and restated option agreements.
        In the event Sinclair determines to acquire any of the
        Cunningham Stations under any of the acquisition or merger
        agreements, Cunningham may cause Sinclair to acquire the
        stock of the Cunningham subsidiary or subsidiaries that
        hold the Cunningham Station rather than the assets of the
        Cunningham Station pursuant to the acquisition or merger
        agreement and may require the price to be paid in cash
        rather than Sinclair stock.  In addition, the acquisition
        and merger agreements will be subject to a financing
        condition;

     -- Cunningham will be obligated to pay liquidated damages to
        Sinclair if Cunningham terminates any of the option,
        acquisition or merger agreements for any reason other than
        a termination resulting from the exercise of Cunningham's
        put option or Sinclair's material breach, act or omission.
        The liquidated damages will be in an amount equal to the
        sum of all Purchase Price Credit Payments made by Sinclair
        to Cunningham that have decreased the aggregate purchase
        price of the Cunningham Stations plus the additional LMA
        fee payments, not to exceed $33.0 million in the
        aggregate;

     -- During the period that the Convertible Notes (or any notes
        issued to refinance the Convertible Notes) are
        outstanding, Sinclair will have consent rights (which
        consent may not be unreasonably withheld or delayed) over
        Cunningham's future borrowings, with the exception of (i)
        borrowings for the acquisition by Cunningham of certain
        television stations for which Sinclair has freely
        assignable purchase option agreements that it cannot
        currently exercise; and (ii) any amounts totaling less
        than $10.0 million in the aggregate; and

     -- Cunningham will purchase, upon Sinclair's request,
        Sinclair's options to purchase five television stations
        currently operated by Sinclair under LMAs with other LMA
        partners, for a purchase price of $100 per station.  Once
        such options are purchased, Cunningham will be obligated
        to immediately exercise the rights to acquire such
        television stations, to the extent financing is available
        on reasonable terms and conditions and subject to FCC
        approval. Immediately following Cunningham's acquisition
        of these stations, Cunningham will enter into amended LMAs
        with Sinclair for each such television station, whereby
        Sinclair will pay the operating cost of each such station,
        plus an amount equal to the interest paid by Cunningham to
        its lender(s) on borrowed funds for Cunningham's
        acquisition of the stations, plus $400,000 per year per
        station. Sinclair will have the option to acquire each of
        the television stations for an amount equal to the amount
        paid by Cunningham for such station.

The amendments and restatements to the LMAs and other agreements
require the consent of the lenders under Cunningham's bank credit
facility and the lenders under our bank credit facility.  While
these lenders have been provided the MOU and have expressed verbal
support for the terms thereunder, formal written approval has not
yet been obtained.

There is no assurance that the parties to the MOU will succeed in
negotiating amended and restated LMAs and other agreements on the
terms set forth or that the lenders will consent to the amended
and restated LMAs and other agreements.  In the event the LMAs and
option, acquisition and merger agreements are not amended and
restated pursuant to the MOU, Cunningham may be forced to file for
protection under Chapter 11 of the Bankruptcy Code.

Sinclair's bank credit agreement contains certain cross-default
provisions with respect to Cunningham, pursuant to which a default
would be caused by the institution of insolvency or similar
proceedings, whether voluntary or involuntary, with respect to
Cunningham.  If Cunningham is unable to avoid bankruptcy, Sinclair
would need to negotiate with the lenders under the Bank Credit
Agreement to avoid any default and acceleration thereunder.  Any
amendment to, or waiver of a default under, the Bank Credit
Agreement would likely be on terms less favorable to Sinclair than
the current terms.  Furthermore, if Cunningham or any of its
subsidiaries were to declare bankruptcy, Cunningham or such
subsidiary could seek to reject some or all of Sinclair's LMAs or
other agreements with Cunningham and its subsidiaries  If the
bankruptcy court overseeing a Cunningham bankruptcy authorized a
rejection of the LMAs or other agreements Sinclair would
experience a material reduction in revenues and current rules and
regulations of the FCC would not permit Sinclair thereafter to
enter into new LMAs or other agreements with Cunningham or a
successor to Cunningham on equivalent terms.

                   About Cunningham Broadcasting

Cunningham Broadcasting Corporation is the owner-operator and FCC
licensee of WNUV-TV, Baltimore, Maryland; WRGT-TV, Dayton, Ohio;
WVAH-TV, Charleston, West Virginia; WTAT-TV, Charleston, South
Carolina; WMYA-TV (formerly WBSC-TV), Anderson, South Carolina;
and WTTE-TV.

                  About Sinclair Broadcast Group

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
approximately 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT and CW affiliates.

As of June 30, 2009, the Company had $1.60 billion in total assets
and $1.75 billion in total liabilities.

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SIX FLAGS: Pens $3M Deal With New Orleans
-----------------------------------------
Law360 reports that a bankruptcy judge on Thursday signed off on a
settlement agreement that will see Six Flags Inc. shelling out $3
million to the city of New Orleans, where one of the Company's
outposts was shuttered after sustaining damage during Hurricane
Katrina.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE: Gets Court Nod to Assume SAP America License Deal
----------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates obtained 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.  The Debtors have agreed to pay these
amounts.

                       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: Sued by i2i to Bar Release of Trade Secret
---------------------------------------------------------
i2i Europe Ltd. has filed a verified complaint against Smurfit-
Stone Container Enterprises and 121 Europe Division of Smurfit-
Stone Container Enterprises, Inc. seeking entry of an order
enjoining the Debtors from soliciting Europe's customers and
misappropriating trade secret information in alleged violation of
a sale broker agreement and noncompetition agreement existing
between SSCE and Europe.

However, the Complaint was filed under seal in accordance with
Europe's granted request to file it under seal.

Subsequently, Europe filed a motion for a temporary restraining
order and preliminary injunction and on September 30, 2009, the
Court entered a stipulated order regarding Europe's request for
temporary restraining order, pursuant to which the Debtors and i2i
agreed that:

   (1) without further order from the Court, until October 20,
       2009, the Debtors will not, without prior written consent
       of i2i Europe, take any action prohibited by the
       Noncompetition Agreement and agree to immediately cease
       any and all contact with any of Europe's customers, except
       to the extent necessary for processing existing orders or
       packaging in accordance with Europe's existing business,
       and except to the extent the Debtors contact the customers
       to offer products or services other than merchandising
       solutions, which includes, but is not limited to, market
       research, branding, design photography, artwork
       production, pre-press, sourcing, packaging manufacture,
       fulfillment, and inventory management;

   (2) the Debtors' first omnibus objection to claims scheduled
       to be heard by the Court on September 30, 2009, solely as
       it relates to Europe, will be continued to a date on or
       before October 20, 2009, subject to the Court's
       availability;

   (3) the Parties will negotiate a briefing schedule to address
       Europe's motion for preliminary injunction.  The Parties
       agree to schedule a hearing date on or before October 20,
       2009, subject to the Court's availability;

   (4) the Parties' agreement does not constitute any admission
       of the truthfulness of allegations or an admission of any
       wrongdoing on the part of Debtors; and

   (5) the Parties acknowledge that Debtors have not conceded
       that the Court is the appropriate forum for resolution of
       Europe's Motion or Adversary Complaint and the Debtors in
       no way waive any right to object to the Court's
       jurisdiction.

                       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 Abandon Capital Stock of i2i Europe
-----------------------------------------------------------
Smurfit-Stone Container Corp. seek the Court's approval to file
under seal their request for authority to abandon the capital
stock of i2i Europe Ltd.

As previously reported, in their 13th omnibus motion to reject
unexpired leases and executory contracts, the Debtors moved to
reject a sale broker agreement and noncompetition agreement
existing between Smurfit-Stone Container Enterprises, Inc. and i2i
Europe.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
notes that the Agreement is a joint venture between SSCE and
Weedon Holdings Ltd.

Europe subsequently filed, under seal, an objection to the 13th
Omnibus Motion simultaneous with a verified complaint against
SSCE.  Europe also filed a motion for a temporary restraining
order and preliminary injunction seeking to enjoin SSCE and its
division in Europe from breaching the Agreement.

On September 30, 2009, the Court entered a stipulated order
regarding Europe's request for temporary restraining order,
pursuant to which the Debtors and i2i agreed to a consensual
temporary restraining order.  On the same day, the Debtors
adjourned the hearing of the 13th Omnibus Motion as it pertains to
the Agreement until the omnibus hearing on October 20, 2009.

Mr. Conlan points out that i2i has filed all of its pleadings
under seal and as discussed in Europe's seal motions related to
the pleadings, there is a risk of exposing confidential commercial
information about Europe's structure, strategy and sales to the
general public.

For these reasons, the Debtors believe it is in the best interests
of all parties involved to file the Abandonment Motion and related
exhibits under seal.

                       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)


SOUTH BEACH RESTAURANT: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
South Beach Restaurant Authority, LLC, has filed for Chapter 11
bankruptcy protection, listing $100,000 to $1,000,000 in assets
and $100,000 to $1,000,000 in liabilities.

The Miami New Times relates that in April 2009 Bert Hurstfield,
one of South Beach Restaurant's investors, sued the Company and
the other partners, Steve Marlton and Barron Kidd, for allegedly
taking almost $1 million from him under false pretenses.
According to the New Times, Mr. Hurstfield accused the defendants
of securities fraud, breach of fiduciary duty, breach of contract,
constructive trust, accounting, breach of oral contract, and
unjust enrichment.  According to the report, Mr. Hurstfield
contended that he invested $500,000 for a stake in the Miami
branch of the club, and invested $338,000 more.  Citing Mr.
Hurstfield, the report says that the agreement would have made him
an equity shareholder in South Beach Restaurant, entitled to 25%
of profits from the Company.

According to foodforthoughtmiami.com, the lawyers from the two
parties said that they had met several times in an effort to
amicably resolve the dispute, and were close to completing a
settlement to resolve the entire matter.

South Beach Restaurant Authority, LLC, is the operator of Apple
and is based in Miami Beach, Florida.


SPEEDWAY MOTORSPORTS: Moody's Retains 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service said Speedway Motorsports, Inc.'s Ba1
Corporate Family Rating and stable rating outlook are not affected
by Motorsports Authentics LLC's decision to cease paying certain
guaranteed minimum royalties under several license agreements and
the violation of the financial statement covenant in MA's credit
facility triggered as a result of that decision.

The last rating action on SMI was a revision of the company's
outlook to stable from negative and upgrade of its speculative
grade liquidity rating to SGL-2 from SGL-4 on July 20, 2009.

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

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the US
primarily through its ownership of eight major race tracks
(including Kentucky Speedway).  NASCAR sanctioned events account
for the majority of SMI's approximate $600 million annual revenue.


SUN-TIMES MEDIA: Court OKs Asset Sale to Investor Group
-------------------------------------------------------
Law360 reports that a judge has given his blessing to bankrupt
newspaper publisher Sun-Times Media Group Inc.'s $25 million asset
sale to STMG Holdings LLC, a private investor group led by Chicago
businessman and Mesirow Financial Holdings Inc. CEO James C.
Tyree.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SYSIX TECHNOLOGIES: Sent to Chapter 11 by 3 Creditors
-----------------------------------------------------
Creditors filed an involuntary Chapter 11 petition against Sysix
Technologies Inc.  Comerica Bank, owed $21,497,827, two other
creditors signed the bankruptcy petition.  Based in Westmont,
Illinois, Sysix Technologies provides computer technology systems
for businesses.  Jeffrey Galen, Esq., at Galen & Davis LLC, at
Encino, California, serves as counsel to the petitioners.


TELETOUCH COMMUNICATIONS: Unit Seeks Arbitration with AT&T
----------------------------------------------------------
Progressive Concepts, Inc., a Texas corporation and a wholly owned
subsidiary of Teletouch Communications, Inc., commenced an
arbitration proceeding against New Cingular Wireless PCS, LLC and
AT&T Mobility Texas LLC, seeking at least $100 million in damages.

The binding arbitration was commenced to seek relief for damages
incurred when AT&T prevented the Company from selling the popular
iPhone and other "AT&T exclusive" products and services that PCI
is contractually entitled to provide to its customers.  In
addition, the Company's Initial Statement of Claim alleges, among
other things, that AT&T has violated the longstanding non-
solicitation provisions of a certain distribution agreement by and
between the companies by actively inducing customers to leave PCI
for AT&T and employing predatory business practices.  PCI is
represented in this matter by Bracewell & Giuliani, LLP.

A full-text copy of the Notice and Initial Statement of Claims is
available at no charge at http://ResearchArchives.com/t/s?4651

"AT&T has been trying to deliver a one-two punch in an attempt to
run us out of business for some time," said T. A. "Kip" Hyde, Jr.,
PCI's chief executive officer.  "The first punch came when AT&T
prevented us from selling the iPhone and other 'exclusive'
products and services.  The second punch came when AT&T began
aggressively marketing and reaching out to our customers.
However, the unique nature of our contract and strong relationship
with our customers allows us to fight this predatory Goliath.  We
tried to negotiate in good faith with AT&T, but are now forced to
fight back.  We initiated this legal action not only to stand up
for our company and protect our customers, but also to make a
positive impact on the wireless industry as a whole.  The anti-
competitive and predatory practices of AT&T must end."

In June 2007, Apple, Inc. (NASDAQ: AAPL) introduced the iPhone to
the North American market and named AT&T as the only authorized
carrier provider in an exclusive agreement between them that has
never been made public.  Although a distribution agreement was in
place with PCI by which the Company was entitled to sell the
iPhone and the other "exclusive" products and services, AT&T has
actively and aggressively prevented PCI from selling such products
as the iPhone, U-verseSM TV, Netbooks, bundled billing and a
variety of other products and services.  In fact, AT&T has gone so
far as to prevent PCI from providing to its customers important
wireless safety and protection services such as Family Mapping, a
family/child location service, and Smart Limits, a cellular
parental control feature.

"For more than 25 years, our various distribution agreements have
called for and require exclusivity with AT&T.  In exchange, we are
entitled to sell everything they sell.  It's that simple,"
explained Mr. Hyde.  "By preventing us from selling the iPhone and
other new products and services, AT&T has interfered with our
customer relationships and is determined to damage our business.
Plus, the required binding arbitration provides certainty to the
outcome -- they lose, they pay.  There is no appeal."

PCI's position is that the non-solicitation provision in its
primary distribution agreement has been systematically violated by
AT&T, which is specifically prohibited from targeting or inducing
existing PCI customers to switch to AT&T's billing and customer
support services.

"Many smaller AT&T agents and even some of their larger
distributors and retailers are impacted by AT&T's ruthless
tactics, and PCI is one of the few companies in a position to do
something about it," said Mr. Hyde.  "It's our duty to fight
AT&T's anti-competitive business practices -- for our customers,
for our employees, for our shareholders, and on general business
principles.  This is America.  Monopolies and unfair competition,
especially against smaller businesses, are not well-regarded
here."

        About Progressive Concepts Inc. dba Hawk Electronics

Progressive Concepts, Inc., operates retail stores known locally
as Hawk Electronics.  The company's primary business is the sale
and service of cellular services and products under its
distribution agreements with AT&T.  PCI sells cellular telephones,
cellular telephone accessories, cellular service plans, along with
proprietary warranty programs and third-party insurance plans
which it directly bills to individual consumers, businesses, and
government agencies.  PCI is a billing services operating company
which performs a variety of management services for its customers,
including accounting, collections, staffing, payroll and marketing
services.

                  About Teletouch Communications

For over 40 years, Teletouch Communications, Inc. --
http://www.teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.

As of May 31, 2009, the Company had $24,356,000 against total
liabilities of $34,807,000, resulting in shareholders' deficit of
$10,451,000.  The Company's May 31 balance sheet showed strained
liquidity with $16,899,000 in total current assets against total
liabilities of $19,704,000.


TELLIGENIX CORP: Files for Ch 11 Bankr. After State Lawsuit
-----------------------------------------------------------
Telligenix Corp. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Middle District of Florida,
listing outstanding debt of up to $50 million against assets of
between $1 million and $10 million.

State records say that the bankruptcy filing was made three days
after Dynetech Corp. and several related companies were folded
into Telligenix.  Orlando Business Journal relates that the
bankruptcy filing also comes after Texas prosecutors accused in a
lawsuit filed in Texas District Court in Harris County on
September 18 five businesses tied to Dynetech of breaching the
state's deceptive trade practices and consumer protection law in
its business-training seminars.  Business Journal says that the
businesses include:

     -- Telligenix, Business Skills Corp., fka Dynetech Training &
        Simulation Corp.;

     -- American Cash Flow Corp.;

     -- B2G Institute Inc., fka B2G Group; and

     -- B2G Venture.

Telligenix Corp. -- http://www.telligenix.com/-- provides
educational process management to a number of independently
contracted seminar providers and individuals, including Robert
Allen, and others.  Telligenix handles the educational process
management for a number of training institutes and others in the
real estate, investment and entrepreneurship spaces.


TERRA-GEN FINANCE: Moody's Assigns 'Ba3' Rating on $225 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Terra-Gen
Finance Company, LLC's proposed $225 million of senior secured
credit facilities.  The facilities are made up of a $200 million
senior secured term loan and a $25 million senior secured working
capital facility, both due 2012.  The rating outlook is stable.

Terra-Gen is a special purpose entity formed by affiliates of
ArcLight Capital Partners, which owns or leases a portfolio of 831
MWs of renewable generating capacity.  The portfolio is made up of
387 MWs of geothermal, 80 MWs of solar and 364 MWs of wind
generation located in the western US.  Approximately 73% of the
capacity is sold to Southern California Edison (sr. unsec. A3)
under long term contracts maturing from 2013 to 2030 and revenue
under these contracts represents about ninety percent of Terra-
Gen's consolidated cash flows over the next five years.  Terra-
Gen's significant ownership interests include Coso Geothermal
Power Holdings LLC (Coso Power: Ba1 sr. secured; negative
outlook), which represents more than 50% of the Terra-Gen's
consolidated cash flow over the medium term.

The term loan will be used solely to refinance the existing bridge
facility and to pay fees and expenses related to the transaction.
The working capital facility will be used to provide working
capital from time to time and for other general corporate
purposes.  It will primarily be used to support the issuance of
letters of credit to replace existing letters of credit.

The Ba3 rating considers the benefits of portfolio diversification
across 21 power plants and three renewable technologies (solar,
wind and geothermal).  The rating also reflects the mostly
contracted cash flows generated under long-term power purchase
agreements with primarily investment grade counterparties;
generally strong operating performance across the portfolio; a
capable operator with a long operating history; and strong
political and regulatory support for renewable energy.  In
addition, Terra-Gen benefits from the involvement of a financially
supportive sponsor in ArcLight, which has invested over
$700 million of cash equity into Terra-Gen to date.  ArcLight has
also contributed approximately $38.5 million into an accelerated
capital expenditure program at Coso Power and will provide a
guarantee to provide an additional $30 million.

Terra-Gen is undergoing a significant capital expenditure program
for Coso Power.  The total cost of the remaining capital
expenditure program will be approximately $102 million between now
and 2011, and it will be funded in part by equity infusions from
ArcLight.  The program includes geothermal resource augmentation
by water injection, which is a program intended to increase the
level of production and decrease or stop the future decline by
preventing fluid loss.  The program also includes a new enhanced
drilling plan to further develop the field, which will generate
substantial economic benefit to Coso Power by restoring steamfield
capacity and increasing production.

All the permits for Hay Ranch has been approved and issued.
Therefore, Terra-Gen has commenced construction of the pipeline
and expects to begin pumping water in late Q4 2009.  The Hay Ranch
Project will cost approximately $14.3 million to complete, of
which Terra-Gen has already spent approximately $6.3 million.

The rating considers the execution risk associated with a
refinancing at Dixie Valley, the refinancing risk on $90 million
left outstanding at term in 2012 in the base case, and a major
capital expenditure program though 2011.

The Ba3 rating for Terra-Gen considers these credit strengths:

* Terra-Gen benefits from contracted project revenues, which are
  generated through resource diverse projects in its portfolio.
  100% of cash flows are contracted through November 2013 with 90%
  under fixed price arrangements through April 2012, 60% through
  2018 and then 90% through 2030.

* All of the projects have long operating histories with the most
  recent project entering operation in 2000 (excluding the recent
  Alite acquisition, which commenced operation in 2008).

* Terra-Gen's portfolio is comprised of 21 projects spread over
  three different renewable technologies, thus diversifying
  operational and technology risk.

* The collateral is similar to other holding company financings
  and consists of security in the equity interests of Terra-Gen
  and its intermediate holding companies, collateral in all the
  accounts and the existence of a restricted payments test.
  Importantly, liquidity at the Terra Gen level is supported by a
  9 month debt service reserve composed of a 3-month cash funded
  debt service reserve plus a 6 month LOC provided by ArcLight.
  The LOC will be for the account of Arclight for the term of the
  debt.

* The project sponsor, ArcLight, is a strategic investor focused
  exclusively on the power and energy sectors.  ArcLight has also
  put in approximately $38.5MM into Coso Power to date to support
  capex and is committing to put in another $30MM into Coso
  Power's capital expenditure program.  In addition, Terra-Gen is
  ArcLight's single largest investment with over $700 million in
  cash equity invested in the borrower to date.

The rating also reflects these areas of credit concern:

* The potential for geothermal reserve decline represents a key
  risk for Terra-Gen, since the largest source of cash flows
  (approximately 60-70%) comes from the three geothermal plants
  (Coso Power, Dixie Valley, Beowawe).

* The execution of the Dixie Valley refinancing introduces
  execution risk to Terra-Gen, which could delay the funding for
  the major capital expenditure program and could impact the
  degree of refinancing risk at Terra-Gen.

* There is refinancing risk in 2012 when approximately $90 million
  is expected to be left outstanding at the end of term in the
  base case.  This risk is mitigated by the fact that there is
  still a weighted average of 14 years left under the long-term
  PPA contracts underpinning cash flow, which should help to
  facilitate refinancing.  In addition, there are other potential
  sources of cash to take out the debt, including the
  repowering/refinancing of the wind assets and further equity
  infusions from ArcLight.

* From 2012 to 2018, Terra-Gen will rely on floating SRAC for
  about 30-40% of consolidated cash flows (depending upon the
  year).  Terra-Gen will be looking to refinance its remaining
  debt balance in 2012 when floating SRAC exposure is expected to
  increase.

* Coso Power is engaged in a major capital program through 2011,
  which could result in possible cost overruns and reduced cash
  flow.

* A degree of concentration risk exists since more than 90% of the
  revenue is derived from SCE and 75% of Terra-Gen's assets are
  located in California.  In addition, Terra-Gen relies heavily on
  Coso Power for cash flow since Coso Power represents more than
  50% of the consolidated cash flows.

Terra-Gen's stable outlook reflects the expectation of stable
consolidated cash flow generation under long term fixed price
contracts through 2012 and the successful implementation of
capital programs at several operating companies, including Coso
Power.  The outlook also incorporates projected strong operating
performance across the portfolio and moderate de-leveraging on a
consolidated basis over the medium term.

Limited prospects exist for a rating upgrade in the near future.
Positive trends that could lead to an upgrade include the
execution of the Dixie Valley refinancing such that there is a
rapid deleveraging of Terra-Gen debt and higher sustained
generation output at Coso Power above the base case forecast.
Terra-Gen's ratings could be lowered if it does not achieve
successful implementation of the accelerated capital program such
that generation output at Coso Power is significantly below the
base case forecast, there is a failure to complete the Dixie
Valley refinancing or there is a very substantial deterioration in
the credit quality at SCE.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

Terra-Gen Finance Company, LLC, is a wholly-owned subsidiary of
Terra-Gen Power, LLC.  Terra-Gen Power is a holding company that
was formed to acquire and own an 831 MW portfolio of renewable
generation assets primarily located in California.  The majority
of the portfolio's capacity is sold to SCE under long term
contracts maturing from 2013 to 2030.  Terra-Gen is privately
owned by affiliates of ArcLight Capital Partners.


THOMAS GENTRY: Kentucky Horse Racing License Revoked
----------------------------------------------------
Gregory A. Hall at courier-journal.com reports that thoroughbred
horseman Tom Gentry, who was convicted of fraud and went
bankruptcy, has had his 2009 Kentucky owner's license revoked for
lying on his application.  Mr. Gentry was licensed at Ellis Park
in Henderson, Kentucky, courier-journal.com relates, citing
Kentucky Horse Racing Commission chief steward John Veitch.
According to courier-journal.com, Mr. Veitch said that Mr. Gentry
indicated on the application that he had not been suspended
previously, even though he had been suspended in California in the
1990s due to concerns about fiscal responsibility.  Mr. Gentry,
the report says, pleaded guilty in 1994 in a federal district
court in Kentucky to money laundering and bankruptcy fraud in a
case that stemmed from his 1987 bankruptcy proceedings.  Mr.
Gentry said he doesn't know whether he will appeal, the report
states.

Thomas E. Gentry, dba Tom Gentry Farm, filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ky. Case No. 87-50064).


TOYS R US: Terminates Ron Boire's Employment as EVP
---------------------------------------------------
In connection with the elimination of his position, Ron Boire's
employment with Toys "R" Us, Inc., was terminated without cause on
September 22, 2009.  Mr. Boire has served as the Company's
Executive Vice President - President - "R" Us Brands since
February 2009.  Mr. Boire has not advised the Company of any
disagreement with the Company or any matter relating to the
Company's operations, policies or practices.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

As of August 1, 2009, the company had $8.172 billion in total
assets; total current liabilities of $2.085 billion, long-term
debt of $5.496 billion, deferred tax liabilities of $55 million,
deferred rent liabilities of $269 million, and other non-current
liabilities of $372 million.  As of August 1, 2009, the company
had Toys "R" Us, Inc. stockholders' deficit of $214 million and
noncontrolling interest of $109 million, and total stockholders'
deficit of $105 million.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TRINITAS GOLF: Files for Ch 11 Bankr. to Avert Foreclosure Sale
---------------------------------------------------------------
The Trinitas Golf Course owner Mike Nemee said that the Company
has filed for Chapter 11 bankruptcy protection, canceling a
proposed October 2 sale of their 280-acre ranch, The Pine Tree
reports.

Craig Cassidy at The Union Democrat relates that Mike and Michelle
Nemee filed for bankruptcy to forestall a foreclosure auction of
their property and to buy time for their two lawsuits against the
Calaveras County to proceed.  The Union Democrat says that the
Board of Supervisors had ruled that the Trinitas Golf was
unauthorized under the county zoning code and had to stop
operations.

The Trinitas Golf Course is a golf course owned by Mike and
Michelle Nemee.


USA SPRINGS: NewCo to Buy Almost Two-Thirds of Assets
-----------------------------------------------------
New Hampshire Business Review reports that an undisclosed company
has agreed to buy almost two-thirds of USA Springs' assets for
$55 million.

Citing USA Springs' lawyer Alan L. Braunstein, NHBR relates that
the new company, referred to as NewCo and represented by Boston
attorney Daniel S. Bleck, would continue to work with the Debtor
to finish the bottling plant.  NHBR notes that creditors should be
paid in fall if the deal goes through before Christmas.  NewCo's
identity will be kept secret from the public until next month,
when a disclosure statement is due, and during that time, USA
Springs could entertain competing bids from other buyers, says
NHBR.  The report states that if USA Springs backed out of the
deal, the bankrupt estate would have to pay as much as a
$1.5 million penalty, and if the deal fizzles and the Company ends
up going at a fire sale, NewCo will have to wait in line like all
the other unsecured creditors.

Mr. Brunstein said that NewCo would continue to use the services
of the company's principals, according to NHBR.

NHBR says that NewCo would own 65% of the new company, while
Rotondo and the other USA Springs investors would retain 35%
interest.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127,000,335 in assets and
$13,913,901 in liabilities.


VELOCITY EXPRESS: Nasdaq Delists Common Stock Effective Oct. 16
---------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Velocity Express Corporation,
effective at the opening of the trading session on October 16,
2009.  Based on review of information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rule 5550(b)(1).

The Company was notified of the Staffs determination February 4,
2009.  The Company requested a review of the Staffs determination
before the Listing Qualifications Hearings Panel.  Upon review of
the information provided by the Company, the Panel issued a
decision dated April 20, 2009, granting the Company an exception
until August 3, 2009, conditioned upon the Company's regaining
compliance by that date.

On July 27, 2009, the Panel issued a decision notifying the
Company that because it had not regained compliance with Rule
5550(b)(1),it did not qualify for inclusion on the Exchange.
Trading in the Company's securities was suspended on August 5,
2009.  The Company did not request a review of the Panels decision
by the Nasdaq Listing and Hearing Review Council.  The Listing
Council did not call the matter for review.  The Panel's
Determination to delist the Company became final on September 17,
2009.

                      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.


VERASUN ENERGY: 4 Trade Creditors Sell $57,000 in Claims
--------------------------------------------------------
Four creditors transferred their claims totaling $57,366 in
VeraSun Energy Corp.'s Chapter 11 cases to various transferees:

  Transferor               Transferee                  Amount
  ----------               ----------                  ------
  Midwest Engineering      VonWin Capital             $32,719
  Consultants, Ltd.        Management LP

  ECSI                     Liquidity Solutions,        13,054
                           Inc.

  Fairfield Inn of         Pioneer Funding Group        7,047
  Brookings                LLC

  Bend Rite Custom         United States Debt           4,546
  Fabrication, Inc.        Recovery LLC

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: AP Services Awarded $1.75MM Success Fee
-------------------------------------------------------
The Bankruptcy Court has awarded AP Services LLC, on a final
basis, and authorized the Debtors to pay, a success fee totaling
$1,750,000 no earlier than the effective date of the Debtors' plan
of liquidation.

VeraSun Energy had obtained the Court's approval to hire AP
Services to assist them in the wind down of their estates.  Barry
Folse, a managing director at APS was to lead the APS engagement
through the wind down process.  Mr. Folse is a senior member of
the APS Case Management Services practice and has assisted other
debtors in liquidating and winding down their estates including
Genuity, Cable & Wireless, Fleming Companies, and Sabratek.

To further streamline APS engagement, four APS professionals
previously dedicated to supporting the Debtors' operations and
sale process agreed to transition off from the Debtors'
engagement, or dramatically reduce their roles; while three APS
professionals specializing in the wind down of Chapter 11 estates
including claims administration and other matters will remain on
the engagement.

AP Services LLC asked the Court to direct the Debtors to pay it
$1,750,000 as its contingent success fee.  Pursuant to an
agreement with the Debtors, APS is entitled to a contingent
success fee amounting to $3,500,000 if the Debtors either confirm
a plan of reorganization that becomes effective or completes one
or more transactions that substantially transfers a significant
portion of the business as a going concern to another entity that
becomes effective or is consummated within 18 months of
October 31, 2008.

Laura J. Eisele, Esq., APS' associate general counsel, asserts
that while APS has earned the entire success fee, APS is seeking
approval for payment of a Contingent Success Fee in the reduced
amount of $1.75 million.

APS responded to the Debtors' need for speed by out-pacing its
original target timeframe, Ms. Eisele contends.  She notes that
APS assisted and led the Debtors in planning, negotiating,
executing and closing the asset purchase agreements for the sales
of substantially all of their assets and, thus, effectuating and
consummating the Sales.

Roberta A. DeAngelis, the acting United States Trustee for Region
3, objected to the payment of the contingent success fee, arguing
that although the Debtors have sold substantially all of their
assets, the Debtors' bankruptcy case is not yet at its
conclusion.

"On the contrary, the Debtors have only recently filed a plan of
liquidation and a disclosure statement, and have requested a
confirmation hearing on October 14, 2009," the U.S. Trustee
noted.  Even if the Debtors' Plan is confirmed on October 14 and
becomes effective 10 days later, the case is at least 45 days from
its earliest possible conclusion, the U.S. Trustee added.

The Court awarded the contingent success fee despite the
objection.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: North Dakota Gets Partial Stay Relief
-----------------------------------------------------
The North Dakota Public Service Commission previously asked the
United States Bankruptcy Court for the District of Delaware to
lift the automatic stay so that it can commence an action in the
North Dakota District Court against VeraSun Hankinson LLC, one of
the Debtors, and to maintain an action against Liberty Mutual
Insurance Company.

Liberty subsequently filed an objection which led to discussions
between the Commission and Liberty.  The discussions led to both
parties agreeing that the state insolvency proceeding
contemplated by the Commission should move forward on a limited
basis.

The Parties agreed that the stay should only be lifted to allow
the Commission to:

  -- seek its appointment as trustee under Chapter 60-04 of the
     North Dakota Century Code; and

  -- take possession of relevant books and records of the
     warehouseman, issue and publish a notice of appointment and
     notice to file claims with the Commission, and evaluate
     claims presented to it within the statutory period
     prescribed by applicable North Dakota law.

The Debtors agreed to provide the Commission with documents and
records to assist it and the Commission agreed to provide the
Debtors and Liberty with a report and recommendation and to seek
further stay reliefs to the extent the Commission seeks to take
any further action in the State Court Proceeding.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Schauers Wants Lift Stay to Continue Appeal
-----------------------------------------------------------
Curt Schauer and Susan Schauer, residents of Valley County,
Nebraska, previously filed a case against Val-E Ethanol LLC,
predecessor-in-interest to VeraSun Energy Corporation, in the
Valley County District Court.  The case is related to the
granting of a zoning permit to Val-E for the construction of an
ethanol plant in the area, which the Schauers oppose.

In addition, the Schauers also filed a separate action in the
Valley County District Court regarding violations of open meeting
laws by the Valley County Planning Commission and the Valley
County Board of Supervisors related to the zoning permit granted
to Val-E.  The District Court ruled in favor of Valley County and
the Schauers appealed the ruling to the Nebraska Supreme Court.

The Schauers note that during the pendency of the Appeal, the
Debtors acquired the Ethanol Plant.  Subsequently, the Appeal was
stayed when the Debtors filed for Chapter 11 protection.

As part of their liquidating process, the Debtors sold the
Ethanol Plant to AgStar Financial Services, Inc., which then sold
the Ethanol Plant to Green Plains Renewable Energy, Inc.

Against this backdrop, the Schauers ask the United States
Bankruptcy Court for the District of Delaware to lift the
automatic stay so that they can continue the Appeal.  The
Schauers contend that lifting the automatic stay is appropriate
because the Debtors no longer own the Ethanol Plant.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERENIUM CORP: To Raise $12.3MM in Offering of Shares, Warrants
---------------------------------------------------------------
Verenium Corporation has priced an underwritten public offering of
2,250,000 shares of its common stock and warrants to purchase an
additional 900,000 shares of common stock at a price to the public
of $6.00 per unit.  Each unit consists of one share of common
stock and a warrant to purchase 0.40 of a share of common stock.
The shares of common stock and warrants are immediately separable
and will be issued separately.  The warrants have a five-year term
and an exercise price of $7.59.

Net proceeds after estimated underwriting discounts and
commissions and estimated expenses, will be roughly $12.3 million,
providing the Company with several additional months of operating
capital into 2010.  The offering was to close October 9, 2009,
subject to the satisfaction of customary closing conditions.

Lazard Capital Markets LLC is acting as the sole book-running
manager for the offering.

A full-text copy of the Prospectus Supplement is available at no
charge at http://ResearchArchives.com/t/s?46a4

A full-text copy of the Underwriting Agreement is available at no
charge at http://ResearchArchives.com/t/s?46a3

                          About Verenium

Based in Cambridge, Massachusetts, Verenium Corporation (Nasdaq:
VRNMD) -- http://www.verenium.com/-- is a leader in the
development and commercialization of cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the biofuels, industrial, and animal health markets. The Company
possesses integrated, end-to-end capabilities and cutting-edge
technology in pre-treatment, novel enzyme development,
fermentation and project development for next-generation biofuels.
Through Vercipia, the Company is moving rapidly to commercialize
cellulosic technology for the production of ethanol from a wide
array of non-food feedstocks, including dedicated energy crops,
agricultural waste, and wood products. In addition to the vast
potential for biofuels, a multitude of large-scale industrial
opportunities exist for the Company for products derived from the
production of low-cost, biomass-derived sugars.

Verenium's Specialty Enzyme business harnesses the power of
enzymes to create a broad range of specialty products to meet
high-value commercial needs.  Verenium's world class R&D
organization is renowned for its capabilities in the rapid
screening, identification, and expression of enzymes-proteins that
act as the catalysts of biochemical reactions.


VISTEON CORP: Bid for $8.1MM Top Officer Bonuses Rejected
---------------------------------------------------------
Law360 reports that a bankruptcy judge has reportedly rejected
auto parts supplier Visteon Corp.'s request to approve bonuses of
as much as $8.1 million for its 12 top officers, but the company
did get the go-ahead to give $3.3 million in long-term incentives
to 83 other managers and to enter a $30.6 million accommodation
agreement with General Motors Corp.

As reported by the TCR on Sept. 23, Visteon Corp. has already
trimmed the size of its proposed bonus program by 86% to win
support from lenders and the official committee of unsecured
creditors.  The program originally proposed in June would have
cost as much as $80.1 million to cover 2,500 executives
and workers.  Creditors, suppliers, and customers rose in
opposition, noting how automakers and parts supplier abandoned
similar programs.  The new program proposes to pay a maximum of
$11.4 million and will cover 12 senior executives and 83 other
managers.

According to Bloomberg's Bill Rochelle, although Visteon reduced
the program to $11.4 million from $80.1 million, the U.S. Trustee
and the United Auto Workers union again opposed and persuaded the
bankruptcy judge to disapprove $8.1 million in bonuses for 12
executives.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


* Atty Calls E-Filing in Bankruptcy Court Anti-Competitive
----------------------------------------------------------
Law360 reports that a Chicago attorney has taken aim at the
Supreme Court of Illinois, the U.S. Bankruptcy Court for the
Northern District of Illinois and the American Bar Association,
alleging federal bankruptcy laws and electronic filing
requirements have wrongly undercut competition in the U.S. legal
industry.


* Bankruptcy Experts Expect More Business to Fail
-------------------------------------------------
Chelsea Emery at Reuters reports that bankruptcy professionals at
the Reuters Restructuring Summit in New York this week have a grim
view on the U.S. corporate recovery, as consumers will be stingy
with their spending.  James Sprayregen, a bankruptcy attorney for
Kirkland & Ellis, said that media, real estate, and private
equity-sponsored companies are most in need of drastic
restructuring, Reuters relates.  "We are still headed for an
avalanche of deals over the next 12 to 18 months that will keep
the restructuring world quite busy," Reuters quoted GE Capital,
Restructuring Finance managing director Robert McMahon as saying.
According to Reuters, higher unemployment and little bank lending
will keep a lid on economic gains, likely forcing thousands more
companies into default, bankruptcy or liquidation.  Reuters states
that miserly bank lending is exacerbating the problem.  The U.S.
economic recovery will be sluggish as "basically bankrupt"
financial companies and indebted consumers impede it, Simon
Kennedy and Rainer Buergin at Bloomberg News report, citing
billionaire investor George Soros.


* Depository Trust Renews Call for Supporting Trade Repositories
----------------------------------------------------------------
The Depository Trust & Clearing Corporation called for legislative
language mandating a trade repository for over-the-counter credit
derivatives contracts in testimony submitted to the House
Financial Services Committee.

Larry E. Thompson, DTCC General Counsel, "As the operator of the
only global trade repository, we have a unique perspective on its
value in helping regulators mitigate systemic risk during a
crisis.  We believe that all derivatives traded by U.S. financial
institutions should be reported to a single trade repository for
each asset class, which would serve regulators as a comprehensive
source of information.  From a public policy perspective and in
the interests of ensuring the stability and transparency of
financial markets, there must be a consolidated, comprehensive
single entity that collects and maintains the underlying position
data and makes it available to regulators in the most efficient,
timely and usable manner."

In the testimony, Mr. Thompson expressed concern that current
legislative proposals, which require only those trades that are
not cleared through a central counterpartyto be reported to a
repository, could undermine the goals of re-regulation and
represent a step backward by reducing the level of transparency
that now exists in the marketplace.

"We are concerned that the legislative proposals under
consideration would have the effect of denying regulators the
opportunity to see systemic risk from a central vantage point
because it would fragment the existing information on CDS
contracts stored in the repository," Mr. Thompson said.  "We
strongly recommend that the draft legislation before the House be
revised to ensure that all credit default swap trades, regardless
of whether they are cleared or not, be reported to a single swap
repository, which exists to provide regulators and the public with
the consolidated information they need during normal times, and,
especially, at times of crisis."

DTCC has publicly stated that it will support all efforts to
create central counterparty services planned in the U.S. and
overseas on a non-discriminatory basis.  Mr. Thompson stressed
that when both the CCP and repository work in tandem to support
each others functions, risk can be significantly mitigated -- and
transparency enhanced in the marketplace.

"We are concerned that some in the OTC derivatives market may
assume once a trade guarantee is provided through a central
counterparty, there may be less need for a central registry to
track the underlying position data," Thompson said.  "We reject
this view, based on our long experience managing the risk flowing
from the failure of a single member firm.  At the critical
juncture of a firm failure, knowing the underlying position data
of multiple transactions in a timely manner will be significant in
providing transparency to regulators--and in protecting confidence
in the market itself.  We believe the role of having a central
repository should be reinforced as a matter of public policy."

DTCC supports the goal of transparency and believes repository
data should be shared with regulators in the U.S. and overseas.
DTCC also supports the efforts of the OTC Derivatives Regulators'
Forum, a group of international regulators who announced plans
this week to develop a global framework for regulatory cooperation
and to share ideas and information on CCPs and trade repositories
serving the OTC derivatives market.

The Trade Information Warehouse not only provides essential
information on the underlying position data of CDS transactions,
but it also mitigates risk by handling the calculation, netting,
and central settlement of payment obligations between
counterparties, and automates the processing of "credit events" --
situations where the protection against default provided by a
credit default swap is activated.

Since last year, DTCC has seamlessly processed or is processing,
through the Warehouse, more than 40 credit events, including the
Lehman Brothers and Washington Mutual bankruptcies as well as the
conservatorships for Freddie Mac and Fannie Mae. Because the
industry had in place a robust, centralized infrastructure for the
CDS market in the wake of last year's financial turmoil, market
participants were able to manage the multiple processing and
operational challenges they faced with a greater degree of
certainty and efficiency.

Following the Lehman bankruptcy last year, DTCC played a
significant role in unwinding over $500 billion in open trading
positions from trades in equities, mortgage-backed and U.S.
government securities, without any loss to the industry--and
avoiding additional burden on taxpayers.

The Warehouse connects and services over 1,400 global dealers,
asset managers, and other market participants.

                          About DTCC

The Depository Trust & Clearing Corporation (DTCC), through its
subsidiaries, provides clearance, settlement and information
services for equities, corporate and municipal bonds, government
and mortgage-backed securities, money market instruments and over-
the-counter derivatives. In addition, DTCC is a leading processor
of mutual funds and insurance transactions, linking funds and
carriers with financial firms and third parties who market these
products. DTCC's depository provides custody and asset servicing
for more than 3.5 million securities issues from the United States
and 117 other countries and territories, valued at $27.6 trillion.
In 2008, DTCC settled more than $1.88 quadrillion in securities
transactions. DTCC has operating facilities in multiple locations
in the United States and overseas. For more information on DTCC,
visit www.dtcc.com.


* Frank Pledges to Revise Derivatives Draft
-------------------------------------------
ABI reports that House Financial Services Chairman Barney Frank
(D-Mass.) said yesterday that he would narrow his proposal to
better regulate the multitrillion-dollar derivatives market,
noting he agreed with regulators' criticisms of the draft.


* U.S. Consumer Credit Fell By $12 Billion in August
----------------------------------------------------
ABI reports that the Federal Reserve reported yesterday that U.S.
consumer credit fell in August for a seventh straight month as
banks maintained restrictive terms and job losses made households
reluctant to borrow.


* Whalen Predicts Bank Losses to Be Twice 1990s' Rate
-----------------------------------------------------
Credit losses at U.S. banks won't reach their highest levels
"until well into next year," in the judgment of Christopher Whalen
from Institutional Risk Analytics, Bill Rochelle reported.  In
connection with a forthcoming article in Bank Credit Analyst, Mr.
Whalen said the "financial hit" next year to the banking industry
and the U.S. economy will be "dreadful."

According to the report, to support his thesis, Mr. Whalen's
analysis of banks' financial condition tells him that losses in
the current credit cycle will be twice what they were in the
1990s.  He believes the aggregate loss rate for the banking
industry as a whole will be 4%, or twice the rate in the early
1990s.  Improving banks' financial strength will be difficult, Mr.
Whalen says, because the larger banks "as a group" don't have
sufficient earnings to support higher levels of equity capital.

Mr. Whalen, according to Bloomberg, continues to predict that some
1,000 banks will fail.  He says that government ownership of
banks, financial assets and real estate "may become a medium-term
necessity."


* Credit Solutions Reaffirms Commitment to Debt Settlement Group
----------------------------------------------------------------
Credit Solutions has completed an intensive, 3-day audit for
compliance with the best-practice standards of The U.S.
Organizations for Bankruptcy Alternatives, a leading U.S. debt
negotiation industry association dedicated to consumer protection.

The company first earned USOBA certification in October 2008 via
an independent audit by BSI Management Systems, a division of The
BSI Group -- the accredited global registrar that works with
organizations to assess the implementation and administration of
their quality management systems and business processes.

To maintain USOBA certification, Credit Solutions' sales, customer
service and settlement operations are audited "top-to-bottom"
annually to ensure they are continuing their commitment to USOBA's
standards of excellence, consumer protections and disclosures, and
customer satisfaction.

"Our USOBA audits also are designed to reassure current and
prospective clients that we are committed to the highest standards
of professional conduct and business best-practices," said Credit
Solutions CEO Doug Van Arsdale.

According to the National Conference of State Legislatures, 41
bills have been introduced at the state level this year that would
regulate debt settlement, credit counseling, and debt management
programs. And despite changes in bankruptcy legislation that made
filing for bankruptcy more difficult, record numbers of Americans
have done so. USOBA members often are consumers' last hope before
bankruptcy.

                          About USOBA

USOBA is dedicated to providing its member companies with
important, industry related information, including compliance
requirements, as well as advocating on behalf of its membership
for fair and appropriate industry regulation that maintains the
utmost in consumer protection.  USOBA members are provided a USOBA
State Law Summary guide, the only one of its kind in the industry,
to better ensure and promote national compliance.  This guide
contains the laws and regulations, state by state, and has been
reviewed by regulators and legislators.

                   About Credit Solutions

The nation's debt settlement industry leader, Credit Solutions is
recognized by the American Business Awards for the "Best Customer
Services Department in Financial Services" and won a 2009 Red
Herring 100 North America Award for its custom online technology.
Since its founding in 2003, the company has settled more than $1
billion in consumer debt, helping over 250,000 Americans achieve
debt freedom.


* Greenhill Expands Financing Advisory & Restructuring Group
------------------------------------------------------------
Greenhill & Co., Inc. disclosed that Gareth Davies will join the
firm as Managing Director.  Mr. Davies will join the Firm's
Financing Advisory and Restructuring Group and be based in London.

Mr. Davies, 37, has been a Managing Director in the Restructuring
Advisory team at Close Brothers Corporate Finance.  Mr. Davies has
worked in Financing Advisory and Restructuring at Close Brothers
since 1997, having previously qualified as a Chartered Accountant
at PricewaterhouseCoopers.

Simon Borrows, Co-Chief Executive Officer of Greenhill, said,
"Gareth is another important senior recruit to our Financing
Advisory and Restructuring Group. This addition follows the recent
recruitment in New York of Andy Kramer, former Head of
Restructuring in the Americas for UBS.  The Firm has been busy
giving independent advice to companies on a variety of
restructuring matters this year, demonstrated by our recent work
for Bearingpoint, Chrysler, Fleetwood Enterprises, NCI Building
Systems, U.S. Shipping and the U.S.  Pension Benefit Guaranty
Corporation in respect of the Delphi and Lyondell Basell
bankruptcies.  Likewise, we have been active in advising on
financings apart from restructurings, including recent assignments
for Inchcape, Ladbrokes, Rexam and Shanks Group in the UK.  We
believe that opportunities for us both in complex restructurings
and in other financings will continue to grow, and both our
Financing Advisory and Restructuring team and many of our industry
sector specialists are focused on these opportunities."

                    About Greenhill & Co.

Greenhill & Co., Inc. is a leading independent investment bank
that provides financial advice on significant mergers,
acquisitions, restructurings and other financial matters; assists
private funds in raising capital from investors; and manages
merchant banking funds.  It acts for clients located throughout
the world from its offices in New York, London, Frankfurt,
Toronto, Tokyo, Chicago, Dallas, Houston, Los Angeles and San
Francisco.


* Lawyers to Fight Bankruptcy Law that Bars "More Debt" Advice
--------------------------------------------------------------
Thomas B. Scheffey at The Connecticut Law Tribune reports that
Robert Milavetz -- the founder of an 11-lawyer bankruptcy firm in
the suburbs of Minneapolis -- and other lawyers will fight a 2005
law that seemed to forbid lawyers from advising bankruptcy clients
to incur any more debt.

According to The Law Tribune, the new law apparently required
bankruptcy lawyers to include in their advertisements that "we are
a debt relief agency.  We help people file for bankruptcy relief
under the Bankruptcy Code."  The report says that Mr. Milavetz
made a federal case of it, seeking declaratory relief in a
Minnesota federal court.

The Law Tribune relates that the U.S. government argued that
Congress' orders weren't a breach of the First Amendment right to
free speech, or commercial free speech law.

The Law Tribune states that the 8th U.S. Circuit Court of Appeals
rendered a split decision, holding that the directive to not
advise taking on debt was unconstitutional, but that the
advertising requirement had a rational basis in a legitimate
governmental purpose.

The government and Mr. Milavetz wanted to go to the U.S. Supreme
Court and appeal the parts they lost, with Mr. Milavetz tapping
bankruptcy scholar D. Eric Brunstad, a partner in Dechert to
handle the petition for certiorari, according to The Law Tribune.

The Justice Department and Mr. Brunstad, The Law Tribune relates,
beat steep odds and won their petitions for certiorari, and the
combined cases have a total of six issues.  The report states that
arguments are set for December.


* BOND PRICING -- For the Week From October 5 to 9, 2009
--------------------------------------------------------
Company               Coupon        Maturity    Bid Price
-------               ------        --------    ---------
155 E TROPICANA          8.75%       4/1/2012         1.25
ABITIBI-CONS FIN         7.88%       8/1/2009        13.00
ADVANTA CAP TR           8.99%     12/17/2026         5.00
AMBAC INC                9.38%       8/1/2011        58.85
AMBASSADORS INTL         3.75%      4/15/2027        45.50
AMER GENL FIN            3.40%     10/15/2009        97.50
AMER GENL FIN            3.88%     10/15/2009        99.56
AMER GENL FIN            4.20%     10/15/2009        98.60
AMER GENL FIN            4.25%     11/15/2009        96.10
AMER GENL FIN            4.55%     10/15/2009        99.10
AMER GENL FIN            5.25%      7/15/2010        80.00
AMER GENL FIN            5.65%      7/15/2010        79.00
AMER GENL FIN            8.75%      9/15/2012        38.00
AMR CORP                10.40%      3/10/2011        46.00
AMR CORP                10.45%     11/15/2011        49.00
ANTHRACITE CAP          11.75%       9/1/2027        40.75
ANTIGENICS               5.25%       2/1/2025        39.04
ARCO CHEMICAL CO        10.25%      11/1/2010        64.95
BANK NEW ENGLAND         8.75%       4/1/1999        10.03
BANK NEW ENGLAND         9.88%      9/15/1999        10.03
BANKUNITED FINL          3.13%       3/1/2034         7.30
BELL MICROPRODUC         3.75%       3/5/2024        40.00
BOWATER INC              6.50%      6/15/2013        21.00
BOWATER INC              9.38%     12/15/2021        23.50
BOWATER INC              9.50%     10/15/2012        22.00
BROOKSTONE CO           12.00%     10/15/2012        43.00
CALLON PETROLEUM         9.75%      12/8/2010        46.60
CAPMARK FINL GRP         7.88%      5/10/2012        21.69
CAPMARK FINL GRP         8.30%      5/10/2017        22.75
CCH I LLC                9.92%       4/1/2014         0.55
CCH I LLC               10.00%      5/15/2014         1.00
CCH I LLC               11.75%      5/15/2014         1.00
CCH I LLC               12.13%      1/15/2015         1.00
CCH I LLC               13.50%      1/15/2014         1.63
CCH I/CCH I CP          11.00%      10/1/2015        18.00
CCH I/CCH I CP          11.00%      10/1/2015        18.13
CCK-CALL10/09            8.00%      4/15/2023       100.50
CHAMPION ENTERPR         2.75%      11/1/2037        17.00
CHARTER COMM HLD        10.75%      10/1/2009         2.00
CHARTER COMM INC         6.50%      10/1/2027        34.25
CIT GROUP INC            3.85%     11/15/2009        69.90
CIT GROUP INC            3.95%     12/15/2009        58.00
CIT GROUP INC            4.05%      2/15/2010        58.00
CIT GROUP INC            4.13%      11/3/2009        65.50
CIT GROUP INC            4.25%       2/1/2010        63.00
CIT GROUP INC            4.25%      9/15/2010        58.20
CIT GROUP INC            4.30%      3/15/2010        59.00
CIT GROUP INC            4.30%      6/15/2010        59.00
CIT GROUP INC            4.35%      6/15/2010        57.00
CIT GROUP INC            4.45%      5/15/2010        56.42
CIT GROUP INC            4.60%      8/15/2010        60.10
CIT GROUP INC            4.63%     11/15/2009        78.25
CIT GROUP INC            4.75%     12/15/2010        61.00
CIT GROUP INC            4.80%     12/15/2009        56.52
CIT GROUP INC            4.85%     12/15/2009        65.10
CIT GROUP INC            4.85%      3/15/2010        61.00
CIT GROUP INC            4.90%     12/15/2010        58.00
CIT GROUP INC            5.00%     11/15/2009        60.00
CIT GROUP INC            5.00%     11/15/2009        61.25
CIT GROUP INC            5.00%     11/15/2009        69.47
CIT GROUP INC            5.00%     12/15/2010        58.50
CIT GROUP INC            5.00%      3/15/2011        66.10
CIT GROUP INC            5.00%      3/15/2012        49.00
CIT GROUP INC            5.05%     11/15/2009        69.50
CIT GROUP INC            5.05%      3/15/2010        57.00
CIT GROUP INC            5.05%     11/15/2010        56.80
CIT GROUP INC            5.05%     12/15/2010        64.00
CIT GROUP INC            5.05%      3/15/2011        56.50
CIT GROUP INC            5.15%      2/15/2010        69.00
CIT GROUP INC            5.15%      3/15/2010        56.75
CIT GROUP INC            5.15%      2/15/2011        57.00
CIT GROUP INC            5.15%      2/15/2011        53.60
CIT GROUP INC            5.15%      4/15/2011        56.00
CIT GROUP INC            5.20%      11/3/2010        59.00
CIT GROUP INC            5.25%      5/15/2010        55.55
CIT GROUP INC            5.25%      9/15/2010        56.00
CIT GROUP INC            5.25%     11/15/2010        72.00
CIT GROUP INC            5.25%     11/15/2010        57.85
CIT GROUP INC            5.25%     11/15/2010        56.80
CIT GROUP INC            5.25%     12/15/2010        54.00
CIT GROUP INC            5.30%      6/15/2010        61.00
CIT GROUP INC            5.35%      6/15/2011        58.13
CIT GROUP INC            5.35%      8/15/2011        56.50
CIT GROUP INC            5.40%      5/15/2011        53.00
CIT GROUP INC            5.45%      8/15/2010        56.82
CIT GROUP INC            5.50%      8/15/2010        64.10
CIT GROUP INC            5.60%      4/27/2011        60.00
CIT GROUP INC            6.25%     12/15/2009        60.00
CIT GROUP INC            6.25%      2/15/2010        57.00
CIT GROUP INC            6.50%     12/15/2009        60.01
CIT GROUP INC            6.50%      2/15/2010        56.80
CIT GROUP INC            6.50%      3/15/2010        58.10
CIT GROUP INC            6.50%     12/15/2010        56.00
CIT GROUP INC            6.50%      1/15/2011        56.00
CIT GROUP INC            6.50%      3/15/2011        59.00
CIT GROUP INC            6.60%      2/15/2011        56.50
CIT GROUP INC            6.75%      3/15/2011        63.00
CIT GROUP INC            6.88%      11/1/2009        65.00
CIT GROUP INC           12.00%     12/18/2018        18.75
CITADEL BROADCAS         4.00%      2/15/2011        17.50
CLEAR CHANNEL            4.40%      5/15/2011        62.50
COOPER-STANDARD          8.38%     12/15/2014        15.70
CREDENCE SYSTEM          3.50%      5/15/2010        51.50
DAYTON SUPERIOR         13.00%      6/15/2009        20.00
DECODE GENETICS          3.50%      4/15/2011        15.00
DELPHI CORP              6.50%      8/15/2013         2.00
DEX MEDIA INC            8.00%     11/15/2013        19.00
DEX MEDIA INC            9.00%     11/15/2013        15.00
DEX MEDIA INC            9.00%     11/15/2013        19.00
DEX MEDIA WEST           9.88%      8/15/2013        18.50
DOWNEY FINANCIAL         6.50%       7/1/2014        16.25
DUNE ENERGY INC         10.50%       6/1/2012        55.00
EDDIE BAUER HLDG         5.25%       4/1/2014         0.35
FAIRPOINT COMMUN        13.13%       4/1/2018        11.50
FAIRPOINT COMMUN        13.13%       4/1/2018        14.00
FINLAY FINE JWLY         8.38%       6/1/2012         1.00
FLEETWOOD ENTERP        14.00%     12/15/2011        40.75
FORD MOTOR CRED          5.00%     10/20/2009        99.50
FRANKLIN BANK            4.00%       5/1/2027         1.25
GASCO ENERGY INC         5.50%      10/5/2011        45.50
GENERAL MOTORS           7.13%      7/15/2013        14.00
GENERAL MOTORS           7.40%       9/1/2025        14.13
GENERAL MOTORS           7.70%      4/15/2016        14.50
GENERAL MOTORS           8.10%      6/15/2024        13.75
GENERAL MOTORS           8.25%      7/15/2023        13.88
GENERAL MOTORS           8.38%      7/15/2033        14.25
GENERAL MOTORS           8.80%       3/1/2021        15.25
GENERAL MOTORS           9.40%      7/15/2021        14.00
GENERAL MOTORS           9.45%      11/1/2011        13.75
GMAC LLC                 5.00%     10/15/2009        99.88
GMAC LLC                 6.75%     11/15/2009        96.50
GMAC LLC                 6.85%     10/15/2009        99.70
HAIGHTS CROSS OP        11.75%      8/15/2011        43.00
HAWAIIAN TELCOM          9.75%       5/1/2013         2.25
HERBST GAMING            7.00%     11/15/2014         4.00
HERBST GAMING            8.13%       6/1/2012         4.00
IDEARC INC               8.00%     11/15/2016         4.19
INDALEX HOLD            11.50%       2/1/2014         1.00
INN OF THE MOUNT        12.00%     11/15/2010        43.00
INTCOMEX INC            11.75%      1/15/2011        74.50
INTL LEASE FIN           4.10%     10/15/2009        99.25
INTL LEASE FIN           4.30%     10/15/2009        97.50
INTL LEASE FIN           4.45%     10/15/2009        98.50
INTL LEASE FIN           4.50%     11/15/2009        97.14
JOHN HANCOCK LIF         3.45%     10/15/2009        99.80
KAISER ALUM&CHEM        12.75%       2/1/2003         8.75
LANDAMERICA              3.13%     11/15/2033        29.25
LAZYDAYS RV             11.75%      5/15/2012         3.00
LEHMAN BROS HLDG         4.00%       8/3/2009         9.00
LEHMAN BROS HLDG         4.38%     11/30/2010        15.50
LEHMAN BROS HLDG         4.50%      7/26/2010        15.50
LEHMAN BROS HLDG         4.70%       3/6/2013        13.60
LEHMAN BROS HLDG         4.80%      3/13/2014        12.50
LEHMAN BROS HLDG         4.80%      6/24/2023        12.15
LEHMAN BROS HLDG         5.00%      1/14/2011        15.85
LEHMAN BROS HLDG         5.00%      1/22/2013        13.00
LEHMAN BROS HLDG         5.00%      2/11/2013        13.00
LEHMAN BROS HLDG         5.00%       8/3/2014        13.50
LEHMAN BROS HLDG         5.00%       8/5/2015        11.50
LEHMAN BROS HLDG         5.00%      5/28/2023        13.50
LEHMAN BROS HLDG         5.00%      6/17/2023        12.50
LEHMAN BROS HLDG         5.10%      1/28/2013        12.00
LEHMAN BROS HLDG         5.10%      2/15/2020        11.25
LEHMAN BROS HLDG         5.15%       2/4/2015        11.75
LEHMAN BROS HLDG         5.20%      5/13/2020        13.50
LEHMAN BROS HLDG         5.25%       2/6/2012        15.30
LEHMAN BROS HLDG         5.25%      2/11/2015        13.50
LEHMAN BROS HLDG         5.25%       3/5/2018        10.90
LEHMAN BROS HLDG         5.25%       3/8/2020        13.00
LEHMAN BROS HLDG         5.25%      5/20/2023        13.50
LEHMAN BROS HLDG         5.35%      2/25/2018        13.50
LEHMAN BROS HLDG         5.35%      3/13/2020        12.99
LEHMAN BROS HLDG         5.35%      6/14/2030        13.50
LEHMAN BROS HLDG         5.38%       5/6/2023        12.15
LEHMAN BROS HLDG         5.40%       3/6/2020        12.65
LEHMAN BROS HLDG         5.40%      3/20/2020        11.00
LEHMAN BROS HLDG         5.40%      3/30/2029        13.50
LEHMAN BROS HLDG         5.40%      6/21/2030        13.50
LEHMAN BROS HLDG         5.45%      3/15/2025        12.50
LEHMAN BROS HLDG         5.45%       4/6/2029        13.50
LEHMAN BROS HLDG         5.45%      2/22/2030        11.09
LEHMAN BROS HLDG         5.45%      7/19/2030        12.51
LEHMAN BROS HLDG         5.45%      9/20/2030        12.50
LEHMAN BROS HLDG         5.50%       4/4/2016        16.00
LEHMAN BROS HLDG         5.50%       2/4/2018        13.50
LEHMAN BROS HLDG         5.50%      2/19/2018        13.50
LEHMAN BROS HLDG         5.50%      11/4/2018        11.00
LEHMAN BROS HLDG         5.50%      2/27/2020        12.15
LEHMAN BROS HLDG         5.50%      8/19/2020        12.20
LEHMAN BROS HLDG         5.50%      3/14/2023        12.38
LEHMAN BROS HLDG         5.50%       4/8/2023        13.50
LEHMAN BROS HLDG         5.50%      4/15/2023        13.50
LEHMAN BROS HLDG         5.50%      4/23/2023        13.50
LEHMAN BROS HLDG         5.50%       8/5/2023        11.88
LEHMAN BROS HLDG         5.50%      10/7/2023        12.15
LEHMAN BROS HLDG         5.50%      1/27/2029        13.50
LEHMAN BROS HLDG         5.50%       2/3/2029        13.38
LEHMAN BROS HLDG         5.50%       8/2/2030        12.50
LEHMAN BROS HLDG         5.55%      2/11/2018        13.00
LEHMAN BROS HLDG         5.55%       3/9/2029        11.15
LEHMAN BROS HLDG         5.55%      1/25/2030        11.75
LEHMAN BROS HLDG         5.55%      9/27/2030        12.99
LEHMAN BROS HLDG         5.55%     12/31/2034        13.50
LEHMAN BROS HLDG         5.60%      1/22/2018        13.00
LEHMAN BROS HLDG         5.60%      9/23/2023        11.00
LEHMAN BROS HLDG         5.60%      2/17/2029        12.15
LEHMAN BROS HLDG         5.60%      2/24/2029        12.50
LEHMAN BROS HLDG         5.60%       3/2/2029        13.50
LEHMAN BROS HLDG         5.60%      2/25/2030        12.50
LEHMAN BROS HLDG         5.60%       5/3/2030        12.38
LEHMAN BROS HLDG         5.63%      1/24/2013        16.75
LEHMAN BROS HLDG         5.63%      3/15/2030        12.00
LEHMAN BROS HLDG         5.65%      9/14/2020        14.00
LEHMAN BROS HLDG         5.65%     11/23/2029        12.05
LEHMAN BROS HLDG         5.65%      8/16/2030        12.51
LEHMAN BROS HLDG         5.65%     12/31/2034        13.50
LEHMAN BROS HLDG         5.70%      1/28/2018        12.51
LEHMAN BROS HLDG         5.70%      2/10/2029        12.50
LEHMAN BROS HLDG         5.70%      4/13/2029        13.50
LEHMAN BROS HLDG         5.70%       9/7/2029        13.50
LEHMAN BROS HLDG         5.70%     12/14/2029        13.50
LEHMAN BROS HLDG         5.75%      4/25/2011        14.88
LEHMAN BROS HLDG         5.75%      7/18/2011        15.00
LEHMAN BROS HLDG         5.75%      5/17/2013        16.00
LEHMAN BROS HLDG         5.75%      3/27/2023        12.50
LEHMAN BROS HLDG         5.75%     10/15/2023        13.50
LEHMAN BROS HLDG         5.75%     10/21/2023        11.00
LEHMAN BROS HLDG         5.75%     11/12/2023        13.50
LEHMAN BROS HLDG         5.75%     11/25/2023        13.50
LEHMAN BROS HLDG         5.75%     12/16/2028        13.50
LEHMAN BROS HLDG         5.75%     12/23/2028        13.50
LEHMAN BROS HLDG         5.75%      8/24/2029        11.38
LEHMAN BROS HLDG         5.75%      9/14/2029        12.38
LEHMAN BROS HLDG         5.75%     10/12/2029        13.50
LEHMAN BROS HLDG         5.75%      3/29/2030        12.15
LEHMAN BROS HLDG         5.80%       9/3/2020        13.50
LEHMAN BROS HLDG         5.80%     10/25/2030        13.50
LEHMAN BROS HLDG         5.85%      11/8/2030        13.00
LEHMAN BROS HLDG         5.88%     11/15/2017        12.50
LEHMAN BROS HLDG         5.90%       5/4/2029        11.75
LEHMAN BROS HLDG         5.90%       2/7/2031        12.51
LEHMAN BROS HLDG         5.95%     12/20/2030        11.30
LEHMAN BROS HLDG         6.00%      7/19/2012        16.00
LEHMAN BROS HLDG         6.00%     12/18/2015        13.00
LEHMAN BROS HLDG         6.00%      2/12/2018        11.50
LEHMAN BROS HLDG         6.00%      1/22/2020        13.00
LEHMAN BROS HLDG         6.00%      2/12/2020        11.20
LEHMAN BROS HLDG         6.00%      1/29/2021        12.75
LEHMAN BROS HLDG         6.00%     10/23/2028        12.50
LEHMAN BROS HLDG         6.00%     11/18/2028        12.50
LEHMAN BROS HLDG         6.00%      5/11/2029        11.01
LEHMAN BROS HLDG         6.00%      7/20/2029        13.50
LEHMAN BROS HLDG         6.00%      4/30/2034        11.50
LEHMAN BROS HLDG         6.00%      7/30/2034        13.50
LEHMAN BROS HLDG         6.00%      2/21/2036        12.50
LEHMAN BROS HLDG         6.00%      2/24/2036        12.51
LEHMAN BROS HLDG         6.00%      2/12/2037        13.50
LEHMAN BROS HLDG         6.05%      6/29/2029        11.00
LEHMAN BROS HLDG         6.10%      8/12/2023        12.15
LEHMAN BROS HLDG         6.15%      4/11/2031        13.50
LEHMAN BROS HLDG         6.20%      9/26/2014        16.25
LEHMAN BROS HLDG         6.20%      6/15/2027        13.50
LEHMAN BROS HLDG         6.20%      5/25/2029        13.50
LEHMAN BROS HLDG         6.25%       2/5/2021        12.75
LEHMAN BROS HLDG         6.25%      2/22/2023        13.50
LEHMAN BROS HLDG         6.40%     10/11/2022        12.50
LEHMAN BROS HLDG         6.50%      2/28/2023        13.50
LEHMAN BROS HLDG         6.50%       3/6/2023         7.75
LEHMAN BROS HLDG         6.50%      9/20/2027        12.13
LEHMAN BROS HLDG         6.50%     10/18/2027        13.50
LEHMAN BROS HLDG         6.50%     10/25/2027        13.50
LEHMAN BROS HLDG         6.50%     11/15/2032        12.75
LEHMAN BROS HLDG         6.50%      1/17/2033        12.13
LEHMAN BROS HLDG         6.50%      2/13/2037        12.00
LEHMAN BROS HLDG         6.50%      6/21/2037        12.50
LEHMAN BROS HLDG         6.50%      7/13/2037        10.90
LEHMAN BROS HLDG         6.60%      10/3/2022        12.94
LEHMAN BROS HLDG         6.63%      1/18/2012        16.25
LEHMAN BROS HLDG         6.63%      7/27/2027        13.90
LEHMAN BROS HLDG         6.75%     12/28/2017         0.06
LEHMAN BROS HLDG         6.75%       7/1/2022        13.50
LEHMAN BROS HLDG         6.75%     11/22/2027        13.50
LEHMAN BROS HLDG         6.75%      3/11/2033        13.50
LEHMAN BROS HLDG         6.75%     10/26/2037        11.89
LEHMAN BROS HLDG         6.80%       9/7/2032        11.55
LEHMAN BROS HLDG         6.85%      8/16/2032        13.50
LEHMAN BROS HLDG         6.85%      8/23/2032        12.13
LEHMAN BROS HLDG         6.88%       5/2/2018        17.50
LEHMAN BROS HLDG         6.90%       9/1/2032        12.85
LEHMAN BROS HLDG         7.00%      4/16/2019        13.60
LEHMAN BROS HLDG         7.00%      5/12/2023        11.56
LEHMAN BROS HLDG         7.00%      10/4/2032        11.50
LEHMAN BROS HLDG         7.00%      7/27/2037        13.60
LEHMAN BROS HLDG         7.00%      9/28/2037        12.38
LEHMAN BROS HLDG         7.00%     11/16/2037        12.25
LEHMAN BROS HLDG         7.00%     12/28/2037        11.85
LEHMAN BROS HLDG         7.00%      1/31/2038        12.26
LEHMAN BROS HLDG         7.00%       2/1/2038        11.00
LEHMAN BROS HLDG         7.00%       2/7/2038        11.05
LEHMAN BROS HLDG         7.00%       2/8/2038        10.25
LEHMAN BROS HLDG         7.00%      4/22/2038        12.50
LEHMAN BROS HLDG         7.05%      2/27/2038        12.50
LEHMAN BROS HLDG         7.10%      3/25/2038        13.75
LEHMAN BROS HLDG         7.20%      8/15/2009        16.05
LEHMAN BROS HLDG         7.25%      2/27/2038        10.75
LEHMAN BROS HLDG         7.25%      4/29/2038        12.13
LEHMAN BROS HLDG         7.35%       5/6/2038        10.84
LEHMAN BROS HLDG         7.73%     10/15/2023        12.88
LEHMAN BROS HLDG         7.88%      8/15/2010        15.25
LEHMAN BROS HLDG         8.00%       3/5/2022         8.25
LEHMAN BROS HLDG         8.00%      3/17/2023        13.15
LEHMAN BROS HLDG         8.05%      1/15/2019        11.50
LEHMAN BROS HLDG         8.40%      2/22/2023        14.00
LEHMAN BROS HLDG         8.50%       8/1/2015        14.50
LEHMAN BROS HLDG         8.50%      6/15/2022         8.00
LEHMAN BROS HLDG         8.75%     12/21/2021        11.00
LEHMAN BROS HLDG         8.75%       2/6/2023        12.00
LEHMAN BROS HLDG         8.80%       3/1/2015        15.50
LEHMAN BROS HLDG         8.92%      2/16/2017        12.34
LEHMAN BROS HLDG         9.00%     12/28/2022        11.00
LEHMAN BROS HLDG         9.50%     12/28/2022        12.98
LEHMAN BROS HLDG         9.50%      1/30/2023        13.50
LEHMAN BROS HLDG         9.50%      2/27/2023        12.75
LEHMAN BROS HLDG        10.00%      3/13/2023        13.50
LEHMAN BROS HLDG        11.00%     10/25/2017        10.05
LEHMAN BROS HLDG        11.00%      6/22/2022        11.02
LEHMAN BROS HLDG        11.50%      9/26/2022        13.38
LTX-CREDENCE             3.50%      5/15/2011        48.42
MAJESTIC STAR            9.50%     10/15/2010        53.00
MAJESTIC STAR            9.75%      1/15/2011         6.84
MERISANT CO              9.50%      7/15/2013        22.04
MERRILL LYNCH        #N/A N.A%       3/9/2011        95.10
MILLENNIUM AMER          7.63%     11/15/2026         6.00
MORRIS PUBLISH           7.00%       8/1/2013        28.00
NEWARK GROUP INC         9.75%      3/15/2014        20.06
NEWPAGE CORP            12.00%       5/1/2013        47.83
NORTH ATL TRADNG         9.25%       3/1/2012        38.55
NTK HOLDINGS INC        10.75%       3/1/2014         2.56
OSCIENT PHARM           12.50%      1/15/2011         3.00
PALM HARBOR              3.25%      5/15/2024        45.00
PANOLAM INDUSTRI        10.75%      10/1/2013        27.00
PLY GEM INDS             9.00%      2/15/2012        57.00
QUALITY DISTRIBU         9.00%     11/15/2010        52.10
QUANTUM CORP             4.38%       8/1/2010        61.00
RADIO ONE INC            6.38%      2/15/2013        35.00
RADIO ONE INC            8.88%       7/1/2011        46.75
RAFAELLA APPAREL        11.25%      6/15/2011        26.75
RAIT FINANCIAL           6.88%      4/15/2027        40.00
READER'S DIGEST          9.00%      2/15/2017         2.75
RESIDENTIAL CAP          8.38%      6/30/2010        77.00
RH DONNELLEY             6.88%      1/15/2013         4.25
RH DONNELLEY             6.88%      1/15/2013         5.95
RH DONNELLEY             6.88%      1/15/2013         7.98
RH DONNELLEY             8.88%      1/15/2016         5.00
RH DONNELLEY             8.88%     10/15/2017         5.50
ROTECH HEALTHCA          9.50%       4/1/2012        30.50
SIX FLAGS INC            9.63%       6/1/2014        26.25
SIX FLAGS INC            9.75%      4/15/2013        24.00
SPACEHAB INC             5.50%     10/15/2010        45.25
SPHERIS INC             11.00%     12/15/2012        52.00
STATION CASINOS          6.00%       4/1/2012        26.75
STATION CASINOS          6.50%       2/1/2014         4.50
STATION CASINOS          6.63%      3/15/2018         2.94
STATION CASINOS          6.88%       3/1/2016         3.50
TEKNI-PLEX INC          12.75%      6/15/2010        80.00
THORNBURG MTG            8.00%      5/15/2013         4.00
TIMES MIRROR CO          6.61%      9/15/2027         2.00
TIMES MIRROR CO          7.25%       3/1/2013         5.50
TIMES MIRROR CO          7.25%     11/15/2096         8.25
TIMES MIRROR CO          7.50%       7/1/2023         4.00
TOUSA INC                7.50%      1/15/2015         0.13
TOUSA INC                9.00%       7/1/2010        11.13
TOUSA INC                9.00%       7/1/2010        10.00
TRANSMERIDIAN EX        12.00%     12/15/2010        18.00
TRIBUNE CO               4.88%      8/15/2010         6.05
TRIBUNE CO               5.25%      8/15/2015         6.00
TRIBUNE CO               5.67%      12/8/2008         5.63
TRONOX WORLDWIDE         9.50%      12/1/2012        47.13
TRUE TEMPER              8.38%      9/15/2011         1.00
TRUMP ENTERTNMNT         8.50%       6/1/2015         9.90
TXU CORP                 4.80%     11/15/2009        90.00
USFREIGHTWAYS            8.50%      4/15/2010        62.75
VERASUN ENERGY           9.38%       6/1/2017        14.13
VERENIUM CORP            5.50%       4/1/2027        44.06
VESTA INSUR GRP          8.75%      7/15/2025         0.73
VION PHARM INC           7.75%      2/15/2012        25.51
VISTEON CORP             7.00%      3/10/2014        21.75
WASH MUT BANK FA         5.65%      8/15/2014         0.25
WASH MUT BANK NV         5.55%      6/16/2010        31.00
WASH MUTUAL INC          4.20%      1/15/2010        87.55
WASH MUTUAL INC          8.25%       4/1/2010        69.60
WCI COMMUNITIES          4.00%       8/5/2023         1.56
WCI COMMUNITIES          6.63%      3/15/2015         4.00
WCI COMMUNITIES          7.88%      10/1/2013         1.00
WCI COMMUNITIES          9.13%       5/1/2012         1.00
WII COMPONENTS          10.00%      2/15/2012        45.00
WILLIAM LYONS            7.63%     12/15/2012        48.75
YELLOW CORP              5.00%       8/8/2023        29.00
YELLOW CORP              5.00%       8/8/2023        49.63
YOUNG BROADCSTNG         8.75%      1/15/2014         0.38



                           *********

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.  Howard C. Tolentino, 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 **