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

             Monday, October 5, 2009, Vol. 13, No. 275

                            Headlines

A&M CARPET: Files for Ch 11 Bankr., Blames 45% Drop in Revenue
ADAMS DAIRY: Files for Chapter 11 Bankruptcy Protection
ADAMS DAIRY: Case Summary & 14 Largest Unsecured Creditors
AGWAY INC: Court Can't Resolve Postconfirmation Tax Dispute
AIRTRAN HOLDINGS: Gets Relief Under L/C Loan, Credit Card Deals

AIRTRAN HOLDINGS: Revises Guidance for September 30 Quarter
AKSM HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
ALION SCIENCE: S&P Keeps B- Rating; Revolver Extended to Oct. 9
ALON REFINING: Moody's Assigns 'B2' Rating on Senior Secured Notes
ALION SCIENCE: New Agreement Won't Affect Moody's 'Caa2' Rating

AMBAC FINANCIAL: Inks Release Agreement with EVP Renfield-Miller
AOT BEDDING: S&P Affirms 'B' Corporate Credit Rating
APPLETON PAPERS: S&P Downgrades Corporate Credit Rating to 'SD'
AQUILEX HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
ARAMARK CORP: Bank Debt Trades at 7.29% Off in Secondary Market

ARCH WESTERN: S&P Downgrades Corporate Credit Rating to 'BB-'
ARENA FOOTBALL: Wants to Reject Lease for Manhattan Offices
ARIES MARITIME: Receives Nasdaq Non-Compliance Letter
ARIES MARITIME: Grandunion Discloses 70.6% Equity Stake
ARTS DAIRY: Court Blesses Delayed Payment of 503(b)(9) Claim

ARVINMERITOR INC: Sees Covenant Compliance in Q4 2009
ASSOCIATED MATERIALS: Taps Deloitte to Replace Ernst & Young
ASTON BAKER: Court Will Resolve Malpractice & Fraud Claims
AVAYA INC: Bank Debt Trades at 19.5% Off in Secondary Market
AWAL BANK: Files For Chapter 15 Bankruptcy in New York

AWAL BANK: Voluntary Chapter 15 Case Summary
BABUSKI LLC: Tries to Fight Vestin's Foreclosure on Property
BARZEL INDUSTRIES: Cancels Registration of Common Stock
BASELINE OIL: Consummates Ch 11 Prepackaged Reorganization Plan
BATH JUNKIE INC: Case Summary & 20 Largest Unsecured Creditors

BCBG MAX: S&P Changes Outlook to Stable, Cuts Term Loan to 'B-'
BENDER SHIPBUILDING: To Sell 80% of Mobile Property by Dec. 15
BERNARD MADOFF: Irving Picard Seeks $7.2BB From Jeffry Picower
BERNARD MADOFF: Irving Picard Sues Four Madoff Family Members
BETHNY LLC: Updated Case Summary & 20 Largest Unsecured Creditors

BIOMET INC: Bank Debt Trades at 4.24% Off in Secondary Market
BLACK GAMING: Cancels Registration of Securities
BLACK GAMING: Gets Another Default Notice from Wells Fargo
BOULEVARD SHOPPES: Case Summary & 3 Largest Unsecured Creditors
BROOKSTONE INC: S&P Assigns 'CCC' Corporate Credit Rating

CABLEVISION SYSTEMS: Bank Debt Trades at 4.69% Off
CEDAR FAIR: Bank Debt Trades at 4% Off in Secondary Market
CELANESE US: Bank Debt Trades at 6% Off in Secondary Market
CELL THERAPEUTICS: Files Listing Prospectus With CONSOB
CELL THERAPEUTICS: Posts $24.8-Mil. Net Loss in August 2009

CENTENARY HOUSING: Foreclosure Sale Called Off
CENTRAL PLAINS: S&P Affirms 'BB+' Rating on Senior Secured Debt
CENTRO NP: Consent Solicitation for Senior Notes Moved to Tuesday
CHANA TAUB: Bankruptcy Court Will Decide Who Owns What
CHINA HEALTH: Dr. Kenneth Lee Appointed as CEO

CHINA HEALTH: Cancels Registration of Common Stock
CINCINNATI BELL: Offers $500 Mil. of 8.25% Senior Notes Due 2017
CIT GROUP: Little Bear Wants More for Sub Debt Holders
CIT GROUP: Debt-Exchange Offer May be Insufficient, Analysts Say
CIT GROUP: Seeking Up to $7 Billion Loan for Bankr. Option

CIT GROUP: Moody's to Downgrade ABS Transactions if CIT Files
CITIZENS REPUBLIC: Moody's Confirms 'B2' Long-Term Issuer Rating
CLAIRE'S STORES: Bank Debt Trades at 26% Off in Secondary Market
COMMUNITY HEALTH: Bank Debt Trades at 6.6% Off in Secondary Market
CONEXANT SYSTEMS: Raises $18.4MM Through Issuance of 7MM Shares

CONEXANT SYSTEMS: Unveils Results of Tender Offer for 2010 Notes
CONNECTICUT SCHOOL: Reopens, Resumes Classes After March Closure
CONSTELLATION BRANDS: Bank Debt Trades at 3% Off
COOPER-STANDARD: Committee Wants FTI as Financial Adviser
COOPER-STANDARD: CSA Canada Proposes $1.5 Mil. for Cooper Saiyang

COOPER-STANDARD: CSA Canada Seeks to Invest $2 Mil. in CS Jingda
COYOTES HOCKEY: Likely to Leave Arizona, Analysts Say
CROCS INC: Obtains $30 Million Revolving Loan From PNC Bank
CUBIC ENERGY: Meeting of Loan Obligation Cues Going Concern Doubt
DECODE GENETICS: Amends Promissory Note, Eliminates 60 Jobs

DELAMORE ELIZABETH: Files for Chapter 11 Bankruptcy Protection
DETRA HEMINGWAY: Case Summary & 7 Largest Unsecured Creditors
DELAMORE ELIZABETH: Case Summary & 20 Largest Unsecured Creditors
DEX MEDIA WEST: Bank Debt Trades at 15% Off in Secondary Market
DISABILITY ACCESS: Posts $202,000 Net Loss in 6 Mos. Ended June 30

DELUXE ENTERTAINMENT: Moody's Puts 'B1' Rating on $600 Mil. Notes
DELPHI CORP: Delphi Thermal Sues City of Lockport Over Assessments
DELPHI CORP: ISI Automotive Acquires European Airbag Business
DELTA AIR LINES: Opposes AFL-CIO's Proposed Union Voting Changes
DOT VN: Vietbridge Serves as Internet Advertising Placement Agent

E*TRADE FIN'L: Citadel Discloses 9.9% Equity Stake
E-M MANAGEMENT: Edward P. May Indicted in $200MM Ponzi Scheme
EASTMAN KODAK: Amends Employment Deal for CEO Antonio Perez
EASTMAN KODAK: Completes KKR Transaction; KKR Nominees Join Board
EDGE PETROLEUM: Files for Chapter 11 to Sell Assets

EINSTEIN NOAH: Has $121.4MM NOL Carryforwards After IRS Ruling
EMPIRE RESORTS: No Exact Date Yet for Special Stockholders Meeting
EMPIRE RESORTS: Registers 7,081,966 Shares for Resale
FAIRPOINT COMM: Bank Debt Trades at 25% Off in Secondary Market
FAIRPOINT COMM: Fails to Make Sept. 30 Interest Payments

FAIRPOINT COMM: Moody's Changes Default Rating to Ca/LD
FAIRPOINT COMM: S&P Cuts Corporate Credit Rating to 'D'
FARMERS BLVD REALTY: Case Summary & 4 Largest Unsec. Creditors
FIDELITY NATIONAL: Metavante Deal Cues Moody's to Keep Ba1 Rating
FIFTEEN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

FINLAY FINE JEWELRY: Arthur Reiner Leaves CEO Post
FINLAY ENTERPRISES: Reiner Resigns as CEO, Remains as Chairman
FOOD-O-MEX CORPORATION: Case Summary & 20 Largest Unsec. Creditors
FORD MOTOR: Bank Debt Trades at 12% Off in Secondary Market
FORTICELL BIOSCIENCE: CFO/CEO Working Without Pay

FORTUNE INDUSTRIES: Going Concern Doubt Raised on Recurring Losses
FRONTIER AIRLINES: Liquidity Solutions Buys Claims
GOLDEN STATE MUTUAL: Under Order of Conservation; AM Best FSR at E
GOTTSCHALKS INC: Has Yet to File Report for August 2009 Quarter
HARRAH'S OPERATING: Bank Debt Trades at 2% Off in Secondary Market

HCA INC: Bank Debt Trades at 6% Off in Secondary Market
HERTZ CORP: Bank Debt Trades at 7% Off in Secondary Market
IDEARC INC: Bank Debt Trades at 58% Off in Secondary Market
INDERJIT KALIA: Case Summary & 20 Largest Unsecured Creditors
INTEGRITY BANCSHARES: Dist. Ct. Will Hear Trustee's D&O Lawsuit

INTELSAT LTD: Bank Debt Trades at 5.44% Off in Secondary Market
INTERSTATE HOTELS: Adopts Tax Benefit Preservation Plan
INT'L BARRIER: Posts $718,000 Net Loss in Fiscal Ended June 30
INTERSTATE HOTELS: Adopts Tax Benefit Preservation Plan
JENNINGS STATE BANK: Central Bank, Stillwater, Assumes Deposits

JUAN RIVERA RIVERA: Case Summary & 11 Largest Unsecured Creditors
LANDAMERICA FIN'L: ACL Wants FRBP2004 Motion Deemed a Formal Claim
LANDAMERICA FIN'L: Cook Ranch Sues for RICO Act Claims
LANDAMERICA FIN'L: RQ Holdings Sues for Redemption Rights
LESTER LITTELL: Case Summary & 20 Largest Unsecured Creditors

LEVEL 3: Bank Debt Trades at 12% Off in Secondary Market
LIFEVANTAGE CORP: Has Going Concern Doubt Due to Recurring Losses
MARIA CERVANTES: Case Summary & 9 Largest Unsecured Creditors
MAXXAM INC: Seeks Shareholder OK on 1-for-250 Reverse Stock Split
MERCER INT'L: Exchange Offer Expires; No Old Notes Tendered

MERRILL LYNCH: Resolves Robert McCann Lawsuit
MERRILL LYNCH: BofA Directors Form Committee to Seek New CEO
MERRILL CORPORATION: S&P Raises Corporate Credit Rating to 'CCC'
METAVANTE TECHNOLOGIES: Fitch Assigns 'BB+' Rating on FIS Deal
METAVANTE CORP: S&P Withdraws 'BB' Corporate Credit Rating

METRO-GOLDWYN-MAYER: Bank Debt Trades at 44% Off
MOORE HANDLEY: House-Hasson Hardware Buys Assets
MR DEVELOPMENT LLC: Case Summary & 20 Largest Unsecured Creditors
NATIONAL CENTURY: Credit Suisse, et al., Get Bar Order From Suits
NATIONAL CENTURY: White, et al., Wants Final Ruling on Settlement

NAVISTAR INT'L: Board Promotes Cederoth to EVP & CFO
NAVISTAR INT'L: Register 4MM Shares Employee Plans
NCI BUILDING: CD&R Deal Won't Go Through Stockholder Voting
NCI BUILDING: Outlines Terms of Prepackaged Plan
NCI BUILDING: YCS&T, Kirkland and Wachtell Lipton on Board

NEWTON SQUARE CO: Case Summary & 5 Largest Unsecured Creditors
NM HOLDINGS: Dist. Ct. Affirms Dismissal of Deloitte Lawsuit
ORLEANS HOMEBUILDERS: Inks Third Amendment to Credit Agreement
PALM BAY WEST: Voluntary Chapter 11 Case Summary
PALMDALE HILLS: Faces Complaints by McSweeny Farms Dev't Residents

PEANUT CORP: To Prepare $12MM to Pay People Affected by Salmonella
PENN TREATY: Placed by Insurance Agency Into Liquidation
PENSKE AUTOMOTIVE: Moody's Confirms 'B2' Corporate Family Rating
PHILADELPHIA NEWSPAPERS: Court Ruling on Bidding Expected Soon
PHILLIP BRET BARHAM: Case Summary & 17 Largest Unsecured Creditors

PRECISION GRADING: Files for Chapter 11 Bankruptcy Protection
PRECISION OPTICS: Posts $992,000 Net Loss in Fiscal Ended June 30
PS AMERICA INC: Case Summary & 20 Largest Unsecured Creditors
PTC ALLIANCE CORP: Case Summary & 30 Largest Unsecured Creditors
RANDALL NELLIS: Case Summary & 20 Largest Unsecured Creditors

RCG PROPERTIES LLC: Case Summary & 9 Largest Unsecured Creditors
REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
RED BIRCH: Case Summary & 20 Largest Unsecured Creditors
ROYAL TRACTOR COMPANY: Case Summary & 20 Largest Unsec. Creditors
SAFETY-KLEEN HOLDCO: Moody's Withdraws 'B1' Corp. Family Rating

SAKS INCORPORATED: $100 Mil. Offering Won't Affect Fitch's Ratings
SAMSONITE STORES: Gets Nod for Young Conaway as Co-Counsel
SEA LAUNCH: Spots Potential Sources of Financing
SEITEL INC: Restrepo Steps Down as EVP, CFO and Secretary
SEMGROUP LP: Amendment to Asset Purchase Agreement With Noble

SEMGROUP LP: U.S. General Unsecured Claims Recovery Hiked to 2.91%
SEMINOLE WALLS: Battle Over Marilyn Monroe Photos Unresolved
SHEP BROWN ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
SIX FLAGS: To Develop Theme Park in Nigeria
SMART ONLINE: Former Officers Seek Appointment of Receiver

SOUTHERN COLORADO, PUEBLO: Legacy Bank Assumes All Deposits
SPANSION INC: Reaches Terms of Plan with Noteholders
SPANSION INC: Gets Court OK to Assume Amended Pact With LRN
SPANSION INC: Macomb County Wants Discovery for Shareholder Suit
SPANSION INC: Seeks to Reject Contract With American Gas

SPECTRUM BRANDS: 4 Executives Get Cash Bonuses Following Emergence
SPECTRUM BRANDS: Amends Bankruptcy Exit Loan Facilities
SPECTRUM BRANDS: Files Registration Statement for New Stock
STANFORD INT'L: Miami Law Firm Maybe Involved in Scandal
STATION CASINOS: Committee Proposes Greenberg as Nevada Counsel

STATION CASINOS: Committee Proposes Moelis As Fin'l Advisor
STATION CASINOS: J. Lukevich Wants to Proceed With Class Suit
STATION CASINOS: Litigation Committee Files Report of Probe
SUNWEST MANAGEMENT: District Judge Approves Distribution Plan
SUPERVALU INC: Bank Debt Trades at 5% Off in Secondary Market

SYSIX TECHNOLOGIES: Involuntary Chapter 11 Case Summary
TALL GIRL: Voluntary Chapter 15 Case Summary
THORNBURG MORTGAGE: Adfitech Moving Forward with Exit Plan
THORNBURG MORTGAGE: Century Bank Gets OK to Set Off Obligations
THORNBURG MORTGAGE: Court Extends Exclusive Periods to Oct. 28

THORNBURG MORTGAGE: To Pay New President $65,000 Per Month
TOPS HOLDING: Moody's Gives Negative Outlook, Affirms 'B3' Rating
TRADEWINDS AIRLINES: Court Wants Pension Clash to Go to Trial
TRANSDIGM GROUP: Fitch Affirms Issuer Default Rating at 'B'
TRIBUNE CO: Bank Debt Trades at 50.56% Off in Secondary Market

UAL CORP: S&P Assigns 'CCC' Rating on $175 Mil. Senior Notes
US SHIPPING: Posts $20,163,000 Net Loss for June 30 Quarter
VASOGEN INC: Shareholders to Vote on PoA and Merger on October 19
VERMILLION INC: Obtains Interim OK of $1.5MM Quest DIP Loan
VERMILLION INC: Announces Return of Eric Fung, M.D., Ph.D.

VINEYARD NATIONAL: Explores Litigation Options to Raise Cash
VISION DEVELOPMENT: Debtor Estopped from Attacking Lenders
WARREN BANK, MICHIGAN: Closed; FDIC Appointed as Receiver
WARREN BANK, MICHIGAN: Huntington Assumes $400MM Deposits
WILLIAM UTZ: Case Summary & 20 Largest Unsecured Creditors

WINDSTREAM CORP: Bank Debt Trades at 3% Off in Secondary Market
WOLVERINE TUBE: Plainfield Discloses 62.6% Equity Stake
XERIUM TECHNOLOGIES: Gets Covenant Waiver Until December 15
YANKEE CANDLE: Bank Debt Trades at 6.3% Off in Secondary Market
ZUFFA LLC: S&P Assigns 'BB-' Rating on $100 Mil. Senior Loan

* 2009's Bank Closings Rise to 98 After 3 Banks Shuttered Friday

* MinnesotaBankruptcyLawyer.com Provides Free Consultations
* Restructuring Cycle to Continue Through 2010, Kevin Shea Says
* Thomas Walper Rejoins Munger Tolles & Olson Bankruptcy Group

* BOND PRICING -- For the Week From Sept. 28 to Oct. 2, 2009

                            *********

A&M CARPET: Files for Ch 11 Bankr., Blames 45% Drop in Revenue
--------------------------------------------------------------
A&M Carpet Inc. has filed for Chapter 11 protection from
creditors.  A&M President Lee Horwitz blame the filing on a 45%
decline in revenue over the past 18 months.

According to The Fresno Bee, two of A&M Carpet's four stores that
are on West Shaw Avenue and on Clovis Avenue in Clovis in Fresno,
California, would be closed and four employees were laid off, in
addition to 20 others who were let go in May.  Mr. Horwitz said
that he has no plans to close, saying that the "reorganization
effort is a right-sizing measure that is intended to preserve our
family legacy," the report states.  A&M Carpet's flagship store at
Highway 41 and Bullard Avenue and Big Bob's New and Used Carpet
showroom at Blackstone and Dakota avenues will remain open, says
the report.

The Fresno Bee states that Mr. Horwitz said that he is preparing
the business for even more deterioration, as he doesn't think
"[the economy] has bottomed out.  We won't bottom until the early
part of next year."

Riley Walter is assisting A&M Carpet in its restructuring efforts,
The Fresno Bee relates.

A&M Carpet Inc. a floor-covering retailers in the central San
Joaquin Valley.  It operates as A&M Flooring America and Big Bob's
New and Used Carpet.  The second-generation family-owned business
has been around since 1940.


ADAMS DAIRY: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Adams Dairy Development LLC has filed for Chapter 11 bankruptcy in
the U.S. Bankruptcy Court for the Western District of Missouri.

Adams Dairy is developing the Lake Ridge Village mixed-use project
in Blue Springs, in Grain Valley Missouri, on 104 acres.  Citing
Blue Springs Community Development Director Scott Allen, Kansas
City Business Journal reports that the project was to include 405
residential units ranging from high-rise estates to lofts, as well
as almost 200,000 square feet of commercial space.  Heartland
Bank, Adams Dairy's sole secured creditor, holds a $11.4 million
claim on the development property, says the report.  According to
the report, Heartland was scheduled to foreclose on the property
on Friday.

Ronald Weiss at Berman Deleve Kuchan & Chapman LC assists Adams
Dairy Development in its restructuring efforts, Business Journal
relates.  The report quoted Mr. Weiss as saying, "There could be a
joint venture; there could be some other type of development on
the property.  We are looking at various other options."

Adams Dairy Development LLC develops a retail project in Blue
Springs.


ADAMS DAIRY: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Adams Dairy Development, L.L.C.
        P.O. Box 276
        Grain Valley, MO 64029

Case No.: 09-44821

Chapter 11 Petition Date: October 1, 2009

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

Judge: Arthur B. Federman

Debtor's Counsel: Ronald S. Weiss, Esq.
            Berman DeLeve Kuchan & Chapman
            911 Main St., Suite 2230
            Kansas City, MO 64105
            Tel: (816) 471-5900
            Fax: (816) 842-9955
            Email: rweiss@bdkc.com

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

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

The petition was signed by Steven W. Gildehaus, the Company's
managing member.

Debtor's List of 14 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Roy E. Browne Architect &      Trade debt             $5,962
Associates

Bucher, Willis and Ratliff     Trade debt             $950
Corp.

Cochran, Oswald & Roam, LLC    Legal Services         $8,356

Steven W. Gildehaus            Expenses               $127

Gould Evans Associates         Trade debt             $17,742

Green Development &            Management and         $7,485
Consulting                     payroll services


Green Fields Development, LLC  Loan (unsecured)       $25,000
                               for principal
                               payment to
                               Heartland

GWI Investments & Development  Loan by member for     $5,952
                               cash flow

Integra Realty Resources       Trade debt             $5,250

Jackson County Collector       Real Estate Tax        $2,219

Jeter Rains & Byrn             Legal Fees             $5,985

Lutjen Inc.                    Trade debt             $1,958

Polsinelli Shalton Flanigan    Legal services         $25,437

SMJ Construction               Trade debt             $140


AGWAY INC: Court Can't Resolve Postconfirmation Tax Dispute
-----------------------------------------------------------
WestLaw reports that a New York bankruptcy court held it lacked
subject matter jurisdiction over a liquidating trustee's request
that a Chapter 11 estate incurred no excise tax liability for
selling its ownership interest in a corporation.  The transaction
was not contemplated when the plan was confirmed, though it was
authorized by the court postconfirmation.   Section 505's
provision for prompt determination of taxes was not intended to
obtain a determination of future tax consequences.  The IRS had
not expressed any disagreement with reported liabilities, but
merely reserved its right to dispute them in the future.  In re
Agway, Inc., 2009 WL 2857365, 104 A.F.T.R.2d 2009-5763 (Bankr.
N.D.N.Y.).

Agway, Inc. -- an agricultural cooperative owned by 69,000
Northeast farmer-members -- sought chapter 11 protection (Bankr.
N.D.N.Y. Case No. 02-65872) on October 1, 2002, represented by
Menter, Rudin & Trivelpiece, P.C.  represents the debtors in their
restructuring efforts.  The Debtors' Second Amended Joint Plan of
Liquidation was confirmed on April 28, 2004, and the Plan took
effect on May 1, 2004.  Under the terms of the Plan and the
Confirmation Order, a Liquidating Trustee was appointed to
liquidate and distribute the Liquidating Trust Assets and Claims.
D. Clark Ogle serves as the Trustee of the Agway Liquidating
Trust, and is represented by Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C.


AIRTRAN HOLDINGS: Gets Relief Under L/C Loan, Credit Card Deals
---------------------------------------------------------------
AirTran Airways Inc., a wholly owned subsidiary of AirTran
Holdings, Inc., its principal credit facility lender, and its
largest credit card processor, on Wednesday, respectively, entered
into agreements extending and modifying both AirTran's credit
facility and its credit card processing agreement, resulting in
enhanced liquidity and improved financial flexibility for AirTran.
The transactions became effective immediately, and as a result,
AirTran expects to end the current fiscal quarter with more than
$400 million of unrestricted cash and short-term investments.

    -- $175 Million of Credit Facilities

       AirTran and its lender have extended the expiration date of
       its combined letter of credit and revolving line of credit
       facilities to December 31, 2010.  The amount AirTran can
       now borrow under its revolving line of credit facility has
       increased from $90 million to $125 million.  The total size
       of the credit facility has been reduced from $215 million
       to $175 million as a result of AirTran's re-optimization of
       the letter of credit facility from $125 million to
       $50 million.

    -- Credit Card Processing Agreements

       AirTran Airways and its largest credit card processor have
       recently agreed to extend the current credit card
       processing agreement from December 31, 2009, to December
       31, 2010.  As a result of the enhancements to the credit
       facilities and the revised covenants of AirTran's two
       largest credit card processing agreements, AirTran was not
       subject to any cash holdbacks as of September 30, 2009,
       with its two largest card processors.

                   Amendment of Credit Facility

In July 2008, AirTran Airways obtained a letter of credit facility
which provided for a financial institution to issue letters of
credit.  The letter of credit facility was amended and restated on
October 31, 2008, to, among other things, provide Airways with a
revolving line of credit.

Under the revolving line of credit facility, as amended, AirTran
is permitted to borrow, upon two business days notice, until
December 31, 2010, up to $125 million for general corporate
purposes.  Under the letter of credit facility, AirTran is
entitled to the issuance by a financial institution, until 30 days
prior to the Expiration Date, of letters of credit for the benefit
of one or more of AirTran's credit card processors.  The aggregate
amount of outstanding letters of credit under the letter of credit
facility plus the outstanding amount borrowed under the revolving
line of credit facility is not permitted to exceed an aggregate of
$175 million.

Amounts borrowed under the revolving line of credit facility bear
interest at a rate of 12% per annum and must be repaid within
three business days to the extent that AirTran's aggregate
unrestricted cash and investment amount exceeds a specified
threshold.  AirTran is also required to pay a facility fee, letter
of credit fees and fees on undrawn amounts under the revolving
line of credit facility.  AirTran may borrow once a month and is
permitted to repay amounts borrowed at any time without penalty.

The aggregate of amounts borrowed and outstanding letters of
credit under the Credit Facility is not permitted to exceed the
estimated value of the collateral securing such facility.  The
Credit Facility includes various covenants, including limitations
on:

     (A) dividends and distributions;
     (B) the incurrence of indebtedness;
     (C) the prepayment of indebtedness; and
     (D) mergers and acquisitions.

In the event of a change in control, as defined, the lender may
require AirTran to post cash collateral to secure the letter of
credit obligations and require AirTran to repay outstanding loans
under the revolving line of credit facility.

Drawings under any letter of credit may be made only to satisfy
AirTran's obligation to a beneficiary credit card processor to
cover chargebacks arising from tickets sold during the period of
exposure to be covered by the letter of credit, which, in the case
of the sole letter of credit outstanding in favor of AirTran's
largest credit card processor, will end November 30, 2009, but is
subject to periodic extensions, at the discretion of the lender,
ending not later than December 31, 2010, and is subject to earlier
termination upon the occurrence of a material adverse change in
the Company's financial condition or other like event.

AirTran expects that the period of exposure to be covered by the
initial letter of credit will be periodically extended through
December 31, 2010, in the absence of a material adverse change in
AirTran's financial condition or other like event.

The letter of credit in favor of AirTran's largest credit card
processor will expire no later than 18 months after the end of the
period of exposure covered.  The periods of exposure to be covered
by, and expiration dates of, subsequently issued letters of credit
will be determined by mutual agreement between the lender and
AirTran.

Airways' obligations under the Credit Facility remain secured by
the pledge of -- directly or indirectly -- its accounts
receivable; ground equipment; aircraft parts; certain inventory;
its residual interest in owned B717 aircraft; certain real
property assets, and certain other assets, including various
contract rights which include but are not limited to rights under
certain purchase and sale agreements for aircraft and hedging
agreements.  Airways' obligations under the Credit Facility are
guaranteed by AirTran.  Airways' obligations and the related
AirTran guarantee rank senior in right of payment to the
subordinated indebtedness of the applicable company and rank
equally with senior indebtedness of the applicable company.

On October 31, 2008, in connection with the Credit Facility,
AirTran issued warrants to purchase approximately 4.7 million
shares of its common stock.  On September 25, 2009, AirTran
exchanged 2.9 million shares of its common stock for all of the
previously issued and outstanding warrants, which warrants were
thereafter cancelled.  The shares were issued to the lender under
the Credit Agreement in a transaction exempt from registration
under Section 3(a)(9) of the Securities Act of 1933, as amended.

           Amendment to Credit Card Processing Agreement
              and Credit Card Processing Arrangements

AirTran has agreements with organizations that process credit card
transactions arising from the purchase of air travel by its
customers.  Each of the agreements with the credit card processors
allows, under specified conditions, the processor to retain cash
related to future travel that such processor otherwise would remit
to AirTran.  Holdbacks are classified as restricted cash on
AirTran's condensed consolidated balance sheet.  Once the customer
travels, any related holdback is remitted to AirTran.

On September 28, 2009, AirTran amended the processing agreement
with its largest credit card processor -- based on volume
processed for AirTran.  The amendment extended the expiration date
of the agreement from December 31, 2009, to December 31, 2010.

Each agreement with AirTran's two largest credit card processors
(based on volumes processed for AirTran) has been amended in 2009
resulting in changes to contractual terms generally favorable to
AirTran.  The agreement with the largest credit card processor
expires December 31, 2010.  Each agreement with the two largest
credit card processors provides that a processor may holdback
amounts that would otherwise be remitted to AirTran in the event
that a processor reasonably determines that there has been a
material adverse occurrence or certain other events occur.

AirTran's agreement with the largest credit card processor also
provides that the processor may holdback amounts that would
otherwise be remitted to AirTran in the event that AirTran's
aggregate unrestricted cash and investments falls below agreed
upon levels.  To the extent that AirTran achieves specified
aggregate unrestricted cash and investment levels, the agreement
with the largest credit card processor also provides for a
reduction or elimination of the percent of its exposure that the
processor is currently entitled to holdback.  AirTran has the
contractual right to reduce the amounts which are otherwise
withheld by AirTran's two largest credit card processors to the
extent that AirTran provides the applicable processor with a
letter or letters of credit.

As of September 30, 2009, a $50 million letter of credit had been
issued for the benefit of AirTran's largest credit card processor
under the letter of credit facility.

As of September 30, 2009, AirTran was in compliance with the
credit card processing agreements and the two largest processors
were holding back no cash remittances from AirTran.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services affirmed the airline's
corporate credit rating at CCC+/Stable/--.


AIRTRAN HOLDINGS: Revises Guidance for September 30 Quarter
-----------------------------------------------------------
AirTran Holdings, Inc., revised its guidance for the quarter ended
September 30, 2009.  AirTran is not providing guidance in regards
to net (gains) losses on derivative financial instruments.

The percent changes in AirTran's: projected unit revenue; and,
projected non-fuel unit operating cost for the three months
ended September 30, 2009, compared to the three months ended
September 30, 2008, are:

                                           Percent Change
                                           --------------
     Total revenue per ASM (1)             Decrease 10% to 11%
     Non-fuel operating cost per ASM (2)   Increase 3.5% to 4.0%

In addition, AirTran anticipates average cost of aircraft fuel per
gallon (3) to be between $2.03 and $2.07.

     (1) Total revenue divided by ASMs

     (2) Total operating expenses less aircraft fuel expense
         divided by ASMs. Non-fuel operating cost per ASM is a
         measure of unit operating costs which is not determined
         in accordance with generally accepted accounting
         principles.  Both the cost and availability of fuel are
         subject to many factors which are out of AirTran's
         control; therefore, AirTran believes that non-fuel
         operating cost per ASM provides a useful measure of an
         airline's unit operating expense which facilitates an
         understanding of operating costs over time.  Non-fuel
         operating costs for the three months ended September 30,
         2009 and 2008 were reduced by gains on dispositions of
         assets of approximately $5 million and $9 million,
         respectively.

     (3) Total fuel expense including taxes and into-plane fees
         divided by gallons of fuel burned.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

                          *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services affirmed the airline's
corporate credit rating at CCC+/Stable/--.


AKSM HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AKSM Holdings, Inc.
           fka Aluma Kraft, Inc.
           fka Aluma Kraft Sales, Inc.
           aka Vinyl Window Technologies, Inc.
           fka Purchase Area Home Improvement, Inc.
        2400 Irvin Cobb Drive
        Paducah, KY 42001

Bankruptcy Case No.: 09-51148

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtor's Counsel: Mark C. Whitlow, Esq.
                  Whitlow, Roberts, Houston & Straub, PLLC
                  P.O. Box 995, 300 Broadway
                  Paducah, KY 42002-0995
                  Tel: (270) 443-4516
                  Fax: (270) 443-4571
                  Email: lhuff@whitlow-law.com

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

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

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

             http://bankrupt.com/misc/kywb09-51148.pdf

The petition was signed by Ronnie Brown, president of the Company.


ALION SCIENCE: S&P Keeps B- Rating; Revolver Extended to Oct. 9
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
McLean, Virginia-based Alion Science and Technology Corp. (B-
/Watch Neg/--) remain unchanged after the company's Sept. 30
announcement that it extended the maturity date of its revolving
credit facility to Oct. 9, 2009, and reduced the size of the
facility to $25 million from $40 million.

Alion is negotiating with existing and potential lenders to
refinance or replace its existing credit facility, and expects to
have a new facility in place prior to Oct. 9.  With any new or
amended facility, S&P expects the company to reset covenants to
allow for adequate headroom in the near-to-intermediate term.
Standard & Poor's will monitor Alion's ability to amend its credit
facility and if the company achieves meaningful covenant relief
and further extends the revolver, S&P would expect to change the
outlook to stable.  Conversely, in the absence of an executed
amendment, S&P would lower the rating.


ALON REFINING: Moody's Assigns 'B2' Rating on Senior Secured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD3, 45%) rating to Alon
Refining Krotz Springs, Inc.'s proposed senior secured notes
offering.  Moody's also assigned a B2 Corporate Family Rating.
The outlook for ARKS is positive.

In conjunction with the assigned ratings for ARKS, Moody's
affirmed Alon USA Energy, Inc.'s B2 CFR, its B1 (though changing
to LGD3, 43% from LGD2, 23%) senior secured term loan rating, and
raised its Probability of Default Rating to B2.  The outlook for
Alon USA remains positive.

ARKS is an indirectly owned subsidiary of Alon USA, which owns and
operates the Krotz Springs refinery located in central Louisiana.
The proceeds of the notes offering will be used to repay ARKS's
existing term loan ($163 million) and to provide funding for a
cash collateral account that will be used to support crack spread
hedges to be put in place upon closing of the transaction.

The B2 CFR for ARKS reflects its strategic importance to Alon USA.
This was validated by the support Alon USA and its parent, Alon
Israel Oil Company Ltd. provided to Krotz in conjunction with its
amendments earlier this year.  Despite the non-recourse structure
of the ARKS debt, Alon USA put $25 million of new equity into ARKS
and Alon Israel provided additional L/C support of $25 million.
These actions support Moody's view that Krotz remains strategic to
Alon USA and will likely be supported in the future if needed.

Under Moody's Loss Given Default Methodology, the ARKS notes are
rated equal to its new B2 CFR.  Although the new bonds will have
the same collateral package that the existing term loan lenders
have, the new capital structure warrants a 50% family recovery
rate given that it lacks the same covenant protection as the
existing term loan.  Although the company must offer to buy the
notes at par with 50% of excess cashflow, there are no maintenance
covenants that offer protection similar to those in the term loan.
As a result of this change in the capital structure, the new notes
are rated B2, which is the same as the CFR.  The Alon USA
consolidated liabilities are not included (and have not
historically been) in the ARKS liability waterfall given the non-
recourse nature to Alon USA.

The positive outlook for ARKS reflects Moody's expectation that it
will remain a critical part of Alon USA's overall strategy and
will continue to be supported by Alon USA.  Given that Alon USA's
outlook remains positive, the outlook for ARKS is also positive
and could be upgraded if Alon USA's ratings were to be upgraded in
the future.  However, given the single asset nature of ARKS, the
ratings for ARKS would likely be limited to a B1 rating even if
Alon USA were to move further up the ratings scale.

The B2 CFR for ARKS also reflects the single asset risk that
bondholders face at that entity.  The Krotz refinery is a low
complexity, 83,100 barrels per day of throughput capacity unit
that processes light sweet crude.  The refinery currently produces
gasoline and jet fuel, but a high proportion of its product slate
is low value light cycle oil and high sulfur diesel.  As a result,
ARKS significantly relies on a 5-year off-take agreement with
Valero Energy Corp.  for all of its high sulfur diesel and light
cycle oil and to help its profitability and cashflows until Alon
USA elects to make an investment that will enable Krotz to produce
ultra low sulfur diesel.  However, if Alon USA elects to take
advantage of the more flexible capital structure of ARKS and
starts to take distributions in the future, the ratings for ARKS
could be de-coupled from Alon USA's ratings and have limited
upside if ARKS is left with higher leverage.

These risks are mitigated by ARKS's lower leverage after Q2' 09
debt reduction associated with an April 2009 amendment to its
term loan agreement.  This resulted in the reduction of about
$240 million of debt, bringing leverage to $308 per complexity
barrel from over $800 per complexity barrel at the beginning of
the year.  Although the company is increasing its debt with this
notes offering, the increase will be used to provide support for a
new crack spread hedge and the pro forma leverage (approximately
$392 per complexity barrel) still compares favorably with the B2
peers.  In addition, the B2 reflects the refinery's high
conversion rate (approximately 101.5% liquids yield) and location
to multiple crude supply sources and the Colonial pipeline which
takes its gasoline and jet fuel production to attractive markets.
In addition, the off-take agreement in place with Valero for the
next four years provides ARKS a firm buyer for the high sulfur
diesel and light cycle oil.

While ARKS plans to enter into a heating oil crack spread hedge
for approximately 50% of its diesel production at about
$12.50/bbl, the hedge will not cover diesel volumes until after
the Krotz refinery undergoes a major turnaround currently
scheduled for January 2010.  In the meantime, crack spreads have
declined significantly over the past few months, having gone from
an average of over $8.00/bbl for the first half of 2009 to
approximately $4.00/bbl.  This drop in margins will put pressure
on the company's cash flows over the near-term and may even result
in negative cash flow for a period of time until margins improve.
However, Krotz is a low cost refinery and was generating positive
cashflow even as crack spreads fell during the year (though at
current levels, it is not expected to stay cash flow positive).
Furthermore, when the crack spread hedge is in effect, it will
provide some cash flow protection even in the face of extremely
volatile refining margins.

Alon USA's B2 CFR reflects the company's set of refining assets
that offers good diversification in terms of markets and products
it offers.  With its current configuration of essentially three
refineries and a network of over 1,020 retail sites in the
southwest, Alon USA is spread across multiple markets, providing
cushion against the volatility of any one market having too great
of an impact on the company's earnings and cash flows.

The positive outlook for Alon USA continues to reflect an improved
financial profile that puts the company in-line with higher rated
peers as well as an expectation of a sufficient recovery of
refining margins in 2010.  This improved profile ($614 pro forma
debt/complexity barrel) along with currently strong asphalt
margins provides some cushion against current weak refining
margins However, if refining margins remain at their currently
weak levels and results in materially weaker than expected
earnings and cashflows, the outlook could be changed to stable.

The last rating action for Alon USA was on 5/7/09, when Moody's
confirmed the ratings with a positive outlook.

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an
independent refiner and marketer of petroleum products and owner
and operator of convenience stores in the Southwestern and South
Central U.S.

Alon Refining Krotz Springs, Inc., is an indirectly owned
subsidiary of Alon USA Energy Inc., which owns and operates the
Krotz Springs refinery located in central Louisiana.


ALION SCIENCE: New Agreement Won't Affect Moody's 'Caa2' Rating
---------------------------------------------------------------
Moody's Investors Service said that Alion Science and Technology
Corporation's expected new or amended revolver agreement would be
a positive liquidity event.  No impact on other ratings is likely.

Moody's last rating action on Alion occurred March 26, 2009, when
the speculative grade liquidity rating was downgraded to SGL-4
from SGL-3 and the probability of default rating was downgraded to
Caa2 from Caa1.

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.  Revenues for the
twelve month period ended June 30, 2009, were $770 million.


AMBAC FINANCIAL: Inks Release Agreement with EVP Renfield-Miller
----------------------------------------------------------------
Ambac Financial Group, Inc., on September 22, 2009, entered into
an agreement and general release with Douglas Renfield-Miller, an
Executive Vice President of Ambac and Ambac Assurance Corporation.

Under the terms of the Agreement, Mr. Renfield-Miller will retire
on December 31, 2009.  Mr. Renfield-Miller will continue to
receive his regular salary and benefits through the Retirement
Date, will continue to report to Ambac's CEO through the
Retirement Date and will be eligible to participate in all
medical, dental and prescription drug programs as an Ambac full-
time employee through June 30, 2010.  He will provide support and
consultation as requested by the CEO as Ambac transitions his
responsibilities.  The Agreement provides for Mr. Renfield-Miller
to be paid a severance payment in the amount of $231,000 within 10
days after the Retirement Date and his signing of the Release.
Ambac also will pay up to a total of $25,000 for legal expenses
and outplacement services. Mr. Renfield Miller will not be
eligible for a bonus for 2009.

In consideration for the severance payment, Mr. Renfield-Miller
agreed to (i) not to divulge any confidential information he
obtained while he was Ambac's employee, except as may be necessary
in the good faith performance of Mr. Renfield-Miller's duties at
Ambac; (ii) not to solicit the business of, or encourage or assist
any other party in competition with Ambac to solicit, any customer
or account of Ambac in connection with any business activities of
Ambac from the Agreement Date through the six-month anniversary of
the Retirement Date; and (iii) to execute a Waiver and General
Release Agreement, by which on the Retirement Date he will release
Ambac from all potential liability for claims arising out of his
employment with Ambac.

The Agreement provides that if Mr. Renfield-Miller breaches the
terms set forth in (ii) above or fails to execute the Release (or
revokes it), Ambac shall cease to have to make any payments under
the Agreement and shall be entitled to require Mr. Renfield-Miller
to return all payments made pursuant to the Agreement including,
but not limited to, the severance payment and payment for legal
expenses and outplacement services.  If (A) the Wisconsin Office
of the Commissioner of Insurance (i) appoints a custodian,
trustee, agent or receiver for AAC or (ii) authorizes the taking
of possession by a custodian, trustee, agent or receiver of AAC,
or (B) Ambac abandons efforts to recapitalize and launch Everspan
Financial Guarantee Corporation, the terms set forth in (ii) shall
no longer apply.

Mr. Renfield-Miller also agreed that for a period of 12 months
after the Retirement Date, he will make himself reasonably
available to Ambac and provide information to Ambac or its
representatives in connection with any matters relating to the
business or affairs of Ambac, and any pending or future
governmental or regulatory investigation, civil or administrative
proceeding, litigation or other proceeding related to the business
of Ambac during his term as an officer of Ambac.  Ambac would
reimburse Mr. Renfield-Miller for any lost wages or reasonable
out-of-pocket expenses incurred in connection with the provision
of these services.

Ambac and Mr. Renfield Miller each agreed that they would refrain
from making, directly or indirectly, now or at any time in the
future (i) any defamatory or product disparaging comment
concerning the other or, in Mr. Renfield-Miller's case, any of
Ambac's current or former directors, officers or employees, or
(ii) any other comment that could reasonably be expected to be
detrimental to Mr. Renfield-Miller or Ambac's business or
financial prospects or reputation.

                       About Ambac Financial

Headquartered in New York City, Ambac Financial Group, Inc. --
http://ir.ambac.com/-- is a holding company that provides
financial guarantees and financial services to clients in both the
public and private sectors around the world through its principal
operating subsidiary, Ambac Assurance Corporation.  As an
alternative to financial guarantee insurance credit protection is
provided by Ambac Credit Products, a subsidiary of Ambac
Assurance, in credit derivative format.

Ambac Financial's balance sheet at June 30, 2009, showed total
assets of $20.04 billion and total liabilities of $24.63 billion,
resulting in a stockholders' deficit of about $4.59 billion.  The
Company has $1.13 billion of cash and cash equivalents as of June
30, 2009.  Net cash flow was $1.022 billion during three months
ended June 30.

Ambac carries a 'CC' long term local issuer credit rating, with
"developing" outlook from Standard & Poor's.  Its senior unsecured
debt is rated 'Ca' and its junior subordinated debt 'C' by
Moody's.


AOT BEDDING: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'B'
corporate credit rating and 'BB-' first-lien senior secured debt
rating on AOT Bedding Holdings.

At the same time, S&P lowered the issue-level rating on AOT's
second-lien secured debt to 'CCC+' (two notches lower than the
corporate credit rating) from 'B-'.  S&P also revised the recovery
rating to '6', indicating the likelihood of negligible (0%-10%)
recovery in the event of a payment default, from '5'.

S&P removed all ratings from CreditWatch, where S&P had placed
them with negative implications on Feb. 20, 2009, following
concerns about the difficult operating environment facing AOT and
its ability to improve credit metrics.  The outlook is stable.  As
of June 30, 2009, the company had about $625 million in reported
debt outstanding.

"The ratings on AOT Bedding Holdings Corp. reflect its narrow
business focus, aggressive financial policy, and highly leveraged
financial profile," said Standard & Poor's credit analyst Rick
Joy.  AOT benefits from its well-recognized brands and solid
market position.

AOT, through its wholly owned operating subsidiary National
Bedding Co. LLC, markets and manufactures bedding products and
mattresses in the U.S. The company sells a broad range of
mattresses under well-recognized brands, including Serta Perfect
Sleeper, International Touch, and Serta Perfect Day.  S&P believes
the U.S. mattress industry, with an estimated $6.2 billion of
wholesale sales in 2008, is highly competitive.  AOT is the third
largest company, with a market share of about 14%, behind industry
leader Sealy Corp., with an estimate share of more than 20%,
followed by Simmons Co., with an estimated market share of about
16%, according to industry sources.  Although the industry has
historically demonstrated stability in various economic
environments, the current weak economy and housing market downturn
has resulted in significant industry unit declines in recent
quarters.

The stable outlook reflects AOT's adequate liquidity position,
strong cash balance, and ample cushion on its financial covenant.
S&P expects the company to continue to improve profitability and
reduce debt leverage over the near term, despite the current
difficult economic environment.  S&P estimate that a moderation in
sales declines over the next 12 months and a 200 basis point
improvement in operating margins would result in leverage below
6.5x by the end of 2009.  S&P could consider a negative outlook if
the company is unable to reduce leverage and/or the company
pursues a more aggressive financial policy.  The current ratings
and outlook do not incorporate any debt-financed dividends or
acquisitions.  Given the challenging retail and residential
housing environment in the U.S., it is unlikely S&P would consider
a positive outlook over the next year.


APPLETON PAPERS: S&P Downgrades Corporate Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Appleton, Wisconsin-based specialty
paper manufacturer Appleton Papers Inc. to 'SD' (selective
default) from 'CC'.  S&P lowered its issue-level ratings on
Appleton's unsecured notes and subordinated notes to 'D' from 'C'.
The recovery ratings on these notes remain at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

S&P affirmed its 'B+' issue-level rating on Appleton's secured
bank credit facility and removed it from CreditWatch, where it was
placed with negative implications on Aug. 18, 2009.  The recovery
rating on these loans remains at '2', indicating S&P's expectation
of substantial (70% to 90%) recovery in the event of a payment
default.

"These rating actions follow the company's announcement that it
completed the exchange of a substantial portion of its senior
unsecured notes and subordinated notes for new $162 million
second-lien notes due 2015," said Standard & Poor's credit analyst
Andy Sookram.  "We view this exchange as tantamount to default
given Appleton's stressed and highly leveraged financial risk
profile and S&P's concerns on Appleton's ability to service its
current capital structure over the intermediate term amid
challenging operating conditions."

S&P expects to raise its corporate credit rating on Appleton to
'B' with a stable outlook in the near future.  The new rating will
reflect S&P's expectation that the company's credit measures will
likely improve over the next several quarters, given the gradually
improving U.S. economy that should lead to higher demand for the
company's specialty paper products.  The 'B' rating will also
incorporate the company's new capital structure, which improves
financial flexibility.

S&P also expects to raise the issue-level rating on the
outstanding principal amount of the unsecured notes and
subordinated notes not tendered to 'CCC+' (two notches below S&P's
expected corporate credit rating), with a '6' recovery rating,
indicating expectations of negligible (0% to 10%) recovery in the
event of a payment default.


AQUILEX HOLDINGS: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed Acquilex's CFR at B2 and
its probability of default at B2.  The company's ratings outlook
was changed to negative.  The B2 corporate family rating considers
Aquilex's favorable position as a leading provider of service,
repair, overhaul and industrial cleaning services to the power
generation and energy sectors.

The change in outlook to negative from stable reflects the belief
that demand for the company's services is likely to remain under
pressure due to the cyclical troughs in North American economic
activity and weakened demand from the energy sector as it relates
to the company's maintenance services.  The change in outlook also
reflects a decline in margins and Moody's overall expectations for
the company's intermediate term performance.  The change in
outlook also considers the belief that the company's covenants are
tight.  The outlook could be changed to stable if the company was
anticipated to show improving free cash flow to debt and was
expected to delever over the next twelve months so that debt to
EBITDA was anticipated to be below 4 times.  The ratings could be
downgraded if EBITDA to interest was anticipated to decline to
under 1.25 times on a projected basis or debt to EBITDA was
anticipated to increase over 5.5 times.  A debt funded acquisition
could also pressure the ratings.

The last rating action was November 25, 2008 when Moody's changed
to Ba3 from B1 the rating on the revised senior secured credit
facility and affirmed the B2 corporate family and probability of
default ratings.

Moody's has taken these rating actions:

Affirmed:

* CFR at B2;

* Probability of default at B2;

* Senior Secured Bank Credit Facility at Ba3 (LGD changed to LGD3,
  30% from LGD2, 29%).

Outlook:

The ratings outlook was changed to negative from stable.

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
leading provider of service, repair and overhaul services, and
industrial cleaning services to the energy and power generation
sectors.


ARAMARK CORP: Bank Debt Trades at 7.29% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which ARAMARK
Corporation is a borrower traded in the secondary market at 92.71
cents-on-the-dollar during the week ended Oct. 2, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.87 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. 2, among the 145 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.


ARCH WESTERN: S&P Downgrades Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on St. Louis-based Arch Coal Inc. and its subsidiary Arch
Western Resources LLC, in line with what was previously
communicated on March 9, 2009.  The corporate credit rating was
lowered to 'BB-' from 'BB'.

At the same time, S&P lowered the issue-level rating on Arch
Coal's senior unsecured notes and Arch Western Resources LLC's, a
wholly-owned subsidiary of Arch Coal, senior secured notes to
'BB-' (the same as the corporate credit rating) from 'BB'.  The
recovery rating on both issues remains '4', indicating S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.

S&P removed all ratings from CreditWatch, where they had been
placed with negative implications on March 9, 2009.  The outlook
is stable.

The rating actions follow the company's announcement that it had
closed on it previously announced acquisition of the Jacobs Ranch
mine from Rio Tinto PLC in a deal valued at about $760 million.

"The downgrade reflects S&P's view that Arch Coal's consolidated
financial profile, pro forma for the Jacobs Ranch transaction,
will be more consistent with the 'BB-' rating, given the
combination of higher debt balances and challenging operating
condition in the U.S. economy and international and domestic coal
markets, said Standard & Poor's credit analyst Maurice Austin.


ARENA FOOTBALL: Wants to Reject Lease for Manhattan Offices
-----------------------------------------------------------
The Deal reports that Arena Football League LLC has sought the
permission of the Hon. Susan Pierson Sonderby of the U.S.
Bankruptcy Court for the Northern District of Illinois to reject
the lease for its offices at 105 Madison Ave. in Manhattan, which
also serves as The Deal's corporate headquarters.

According to The Deal, AFL shut down its operations days before
three of its creditors placed the league into Chapter 7
liquidation.

The Deal relates that the AFL said it saw no benefit to market the
lease due to depressed commercial real estate values in New York
and the costs of maintaining the property during the process.  The
AFL, according to the report, would have had a better chance
getting another television contract than marketing a lease that
was set to expire on November 29.

The court has set an October 6 hearing to approve the AFL's lease
request, The Deal states.

                    About Arena Football League

The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster.  It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game.  Almost two months after the New Orleans
Voodoo folded on the league's owners chose to cancel the 2009
season to work on developing a long-term plan to improve its
economic model.

As reported by the TCR on August 14, 2009, Arena Football League
LLC was sent to Chapter 7 liquidation on August 7 by creditors
owed a total of $300,000.  The involuntary petition was signed by
Gridiron Enterprises Inc., Johnson & Bell Ltd., and Sheraton New
Orleans Hotel.  Gridiron is the largest of the three creditors,
with $272,000 owed to it.  Attorney Richard Lauter of Freeborn &
Peters LLP in Chicago is representing the petitioners.

Judge Susan Pierson Sonderby converted the case to a voluntary
Chapter 11 on Aug. 26 ((Bankr. N.D. Ill. Case No. 09-29024).


ARIES MARITIME: Receives Nasdaq Non-Compliance Letter
-----------------------------------------------------
Aries Maritime Transport Limited on September 16, 2009, received
written notification from The Nasdaq Stock Market, LLC indicating
that because the closing bid price of the Company's common stock
for the previous 30 consecutive business days was below the
minimum $1.00 per share bid price requirement for continued
listing on The Nasdaq Global Market, the Company is not in
compliance with Nasdaq Listing Rule 5450(a)(1).

Aries Maritime common stock will continue to be listed and traded
on The Nasdaq Global Market during the applicable grace period.
During the next 180 calendar days, the Company may regain
compliance with the minimum bid price requirement by maintaining a
closing bid price at or above $1.00 per share for at least ten
consecutive business days pursuant to Listing Rule 5810(c)(3)(A).
Beyond this 180-day period ending March 15, 2010, the Company may
also be eligible for an additional grace period provided it
demonstrates compliance with all the initial standards for listing
on The Nasdaq Capital Market as set forth in Listing Rule 5505,
with the exception of the minimum bid price.

The Company continues to monitor its closing bid price and is
considering its options to regain compliance with the bid price
requirement.

Meanwhile, the Company filed with the Securities and Exchange
Commission a copy of the Memorandum of Association of Aries
Maritime Transport Limited, as amended and restated pursuant to
resolutions of the board of directors and the shareholders with
effect from August 26, 2009, the date of the Company's 2009 Annual
General Meeting.  The sole amendment consists of new section 5 in
order to increase the Company's authorized share capital pursuant
to the Company's third Certificate of Deposit of Memorandum of
Increase of Share Capital.

A full-text copy of the Memorandum of Association is available at
no charge at http://ResearchArchives.com/t/s?462c

The Company also filed a copy of its Bye-laws, originally adopted
on May 31, 2005, as amended and restated pursuant to resolutions
of the board of directors and the shareholders with effect from
August 26, 2009, the date of the Meeting.  The sole amendment
consists of new section 4.1 in order to increase the Company's
authorized share capital.

A full-text copy of Bye-laws is available at no charge at:

               http://ResearchArchives.com/t/s?462d

At the Meeting, the Company's shareholders also approved the
election Mons S. Bolin and Captain Gabriel Petridis to serve as
Class I directors until the 2012 Annual General Meeting of
Shareholders and the appointment of PricewaterhouseCoopers S.A. as
the Company's independent auditors for the fiscal year ending
December 31, 2009.

                          Going Concern

As reported by the Troubled Company Reporter on July 8, 2009,
Aries Maritime said the audit report of the Company's independent
registered public accounting firm, PricewaterhouseCoopers S.A.,
included in the Company's Form 20-F filed with the U.S. Securities
and Exchange Commission contains an explanatory paragraph which
notes that there are specific factors which raise substantial
doubt about the Company's ability to continue as a going concern.
These factors include the Company's 2008 and 2007 net losses and a
previously announced re-classification of long term debt due to
its inability to meet certain financial covenants under its
revolving credit facility.

Aries Maritime is currently in negotiations with its lenders to
obtain waivers for certain financial covenants.  The Company has
plans in place to improve the performance and financial strength
of the Company.  These plans primarily relate to the reduction of
expenses, possible sales of vessels and the potential addition of
assets to enhance future cash earnings.

As of June 30, 2009, the Company had US$299.5 million in total
assets and US$246.2 million in total liabilities.  As of March 31,
2009, the Company had US$309.4 million in total assets and
US$248.0 million in total liabilities.

                       About Aries Maritime

Aries Maritime Transport Limited (NASDAQ: RAMS) is an
international shipping company that owns and operates products
tankers and container vessels.  The Company's products tanker
fleet consists of five MR tankers and four Panamax tankers, all of
which are double-hulled.  The Company also owns a fleet of two
container vessels with a capacity of 2,917 TEU per vessel.  Four
of the Company's 11 vessels are secured on period charters.
Charters for two of the Company's products tanker vessels
currently have profit-sharing components.


ARIES MARITIME: Grandunion Discloses 70.6% Equity Stake
-------------------------------------------------------
Grandunion Inc. discloses holding 33,874,655 shares or roughly
70.6% of the common stock of Aries Maritime Transport Limited.

Aries Maritime said September 16 it has entered into a Securities
Purchase Agreement with Grandunion Inc., a company controlled by
Michail S. Zolotas and Nicholas G. Fistes, pursuant to which the
Company has agreed to issue 18,977,778 common shares to Grandunion
in exchange for three capesize drybulk carriers.

Rocket Marine Inc., a company controlled by Mons Bolin and Captain
Gabriel Petridis, each a current director of the Company, has
agreed to enter into a voting agreement with Grandunion in
exchange for 2,666,667 common shares of Aries Maritime.  Under the
voting agreement, the controlling persons of Rocket Marine will
agree to cause Rocket Marine to vote its common shares of the
Company in accordance with instructions from Grandunion on all
matters to be considered and voted upon by the Company's
shareholders.  Following the closing of the share issuance to
Grandunion and the transfer by Grandunion of 2,666,667 common
shares to Rocket Marine, Grandunion will own roughly 34.2% and
Rocket Marine will own roughly 36.8% of the Company's total
outstanding common shares.  Through the voting agreement,
Grandunion will control the vote of 71% of the Company's shares.

Rocket Marine and its controlling stockholders have agreed not to
sell or transfer shares of the Company prior to December 31, 2011,
subject to certain exceptions, including the right to pledge such
shares to certain banks, and Grandunion has agreed to a similar
lockup with respect to the shares it will receive at the closing.
Under the registration rights agreement, the Company has granted
certain demand and "piggy-back" registration rights to Grandunion
and Rocket Marine and certain transferees.

In connection with the transactions contemplated by the
agreements:

     -- The Company will increase the size of its board to seven
        members, composed of:

        * Mr. Nicholas G. Fistes, as non-executive Chairman;

        * Mr. Michail S. Zolotas, as executive director and
          President;

        * Mr. Allan L. Shaw, as executive director and Chief
          Financial Officer;

        * Messrs. Masaaki Kohsaka, Spyros Gianniotis and Apostolos
          Tsitsirakis as non-executive directors; and

        * Mr. Panagiotis Skiadas, a current director, who will
          remain on the board as a non-executive director.

Investment Bank of Greece has committed to purchase $145 million
in aggregate principal amount of 7% senior unsecured convertible
notes due 2014, convertible into common shares at a conversion
price of $0.75 per share.  The proceeds of the Convertible Notes
are expected to be used for general corporate purposes, to fund
vessel acquisitions and to partially repay existing indebtedness.

The commitment letter from Investment Bank of Greece relating to
the Convertible Note transaction is subject to a number of
conditions, including the completeness of certain information or
projections provided to the Bank, the satisfaction of due
diligence and the Bank's receipt of the principal documentation
relating to the refinancing of the Company's existing credit
facility, which shall be on terms reasonably satisfactory to the
Bank.  The commitment letter may be terminated by the Bank if a
development occurs or is occurring which has a material adverse
effect or is reasonably likely to have a material adverse effect
on the Company's ability to satisfy its obligations under the
Convertible Notes or if the closing of the Convertible Notes does
not occur by September 30, 2009.

The Company's existing syndicate of lenders has entered into a
commitment letter to refinance the Company's existing fully
revolving credit facility.

One of the capesize vessels, the 1992-built M/V CHINA, will be
employed on a time charter with Deiulemar Shipping Societa con
Unico Socio S.P.A. through April 2016 at a net daily rate of
$12,588.  The 1995-built M/V BRAZIL will be employed on a time
charter with TMT Bulk Co., Ltd. through December 2014, with the
charterer's option to extend or shorten the duration by 60 days,
at a net daily rate of $28,598 for the first two years and a net
daily rate of $25,830 for the remaining period, in each case plus
a 50% index-based profit sharing arrangement.  The third vessel,
the 1993-built M/V AUSTRALIA will be employed on a time charter
with TMT Bulk Corp. for a minimum of 11 months and a maximum of 13
months at net daily rate of $26,838.

The Securities Purchase Agreement is subject to a number of
conditions, including but not limited to (1) the entry into
definitive agreements for the issuance of the Convertible Notes
and the closing of that transaction; (2) the entry into definitive
agreements with the Company's existing syndicate of lenders for
the refinancing of the Company's existing credit facility; and (3)
the absence of any event reasonably likely to have a material
adverse effect on the Company or the three capesize drybulk
carriers.

The Securities Purchase Agreement may be terminated under certain
conditions, including (1) by mutual written consent; (2) by either
party if (a) the closing does not occur on or before September 30,
2009; provided however that such date shall be extended for each
day that the Company has not entered into definitive agreements
with its existing lenders but shall not be extended beyond
October 30, 2009; or (b) if an event or condition has occurred
that results in or would be reasonably expected to result in a
material adverse effect on the business of either the Contributed
Vessels or the Company, as applicable; (3) by Grandunion if the
Company makes a general assignment for the benefit of its
creditors or enters into insolvency proceedings; and (4) by the
Company if the board of directors receives an unsolicited bona
fide "superior proposal" from a third party for a competing
acquisition transaction; provided that in event of termination for
such a superior proposal, the Company would be obligated to pay
Grandunion a break-up fee of $3.0 million.

The Company was expected to complete the transactions contemplated
by the Securities Purchase Agreement by September 30, 2009.

                          Going Concern

As reported by the Troubled Company Reporter on July 8, 2009,
Aries Maritime said the audit report of the Company's independent
registered public accounting firm, PricewaterhouseCoopers S.A.,
included in the Company's Form 20-F filed with the U.S. Securities
and Exchange Commission contains an explanatory paragraph which
notes that there are specific factors which raise substantial
doubt about the Company's ability to continue as a going concern.
These factors include the Company's 2008 and 2007 net losses and a
previously announced re-classification of long term debt due to
its inability to meet certain financial covenants under its
revolving credit facility.

Aries Maritime is currently in negotiations with its lenders to
obtain waivers for certain financial covenants.  The Company has
plans in place to improve the performance and financial strength
of the Company.  These plans primarily relate to the reduction of
expenses, possible sales of vessels and the potential addition of
assets to enhance future cash earnings.

As of June 30, 2009, the Company had US$299.5 million in total
assets and US$246.2 million in total liabilities.  As of March 31,
2009, the Company had US$309.4 million in total assets and
US$248.0 million in total liabilities.

                       About Aries Maritime

Aries Maritime Transport Limited (NASDAQ: RAMS) is an
international shipping company that owns and operates products
tankers and container vessels.  The Company's products tanker
fleet consists of five MR tankers and four Panamax tankers, all of
which are double-hulled.  The Company also owns a fleet of two
container vessels with a capacity of 2,917 TEU per vessel.  Four
of the Company's 11 vessels are secured on period charters.
Charters for two of the Company's products tanker vessels
currently have profit-sharing components.


ARTS DAIRY: Court Blesses Delayed Payment of 503(b)(9) Claim
------------------------------------------------------------
WestLaw reports that while a trade creditor that provided goods to
debtor within 20 days prior to the petition date in the ordinary
course of business was entitled to an administrative expense claim
for the value of those goods, the bankruptcy court would not
direct immediate payment of its claim over a secured creditor's
objection.  The relatively small nature of its claim cut both
ways, not only by suggesting a lack of prejudice to the debtor if
the claim were paid immediately, but a lack of hardship to the
claimant if it were not.  Moreover, the fact that the claimant was
not a critical vendor counseled against affording it more
favorable treatment than other similarly situated creditors.  In
re Arts Dairy, LLC, --- B.R. ----, 2009 WL 1758760 (Bankr. N.D.
Ohio).

Arts Dairy, LLC, located in Convoy, Ohio, sought Chapter 11
protection (Bankr. N.D. Ohio Case No. 09-32386) on April 14, 2009,
is represented by Nathan A. Hall, Esq., at Shumaker, Loop &
Kendrick, LLP, in Toledo, and estimated its assets and liabilities
at $1 million to $10 million at the time of the chapter 11 filing.


ARVINMERITOR INC: Sees Covenant Compliance in Q4 2009
-----------------------------------------------------
Management from ArvinMeritor, Inc., on September 30, 2009, was
slated to participate in the Deutsche Bank Leveraged Finance
Conference in Scottsdale, Arizona.

A full-text copy of management's presentation is available at no
charge at http://ResearchArchives.com/t/s?461e

Jay Craig, the Company's Senior Vice President and CFO, disclosed
the Company's strategic priorities:

     -- ensure adequate liquidity while minimizing cost
     -- continued restructuring and other cost reductions
     -- continue operational performance improvement
     -- complete the separation of the Light Vehicle Systems unit
     -- continue to grow high-margin product categories
     -- innovate and strengthen product development and technology

The Company believes it is in compliance with all covenants in its
revolving credit facility, including the covenant related to the
ratio of senior secured debt to EBITDA, as of the end of fourth
quarter of 2009.

The Company said its French factoring and Swedish Securitization
programs are backed by 364-day liquidity commitments from Nordea
Bank.  The Company expects renewal of both facilities based on
verbal communications with Nordea.

The Company continues to look at available options to address the
balance sheet, including renewing its 2011 revolver, addressing
its 2012 unsecured notes and progressing towards investment grade
statistics.

The Company does not expect to experience any significant impact
from increasing steel prices.

                      About ArvinMeritor Inc.

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry. The company marks
its centennial anniversary in 2009, celebrating a long history of
'forward thinking.' The company serves commercial truck, trailer
and specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers. ArvinMeritor common
stock is traded on the New York Stock Exchange under the ticker
symbol ARM.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.


ASSOCIATED MATERIALS: Taps Deloitte to Replace Ernst & Young
------------------------------------------------------------
The Audit Committee of the Board of Directors of Associated
Materials, LLC, and AMH Holdings, LLC, on September 18, 2009,
approved the dismissal of Ernst & Young LLP as the Company's
independent registered public accounting firm.

E&Y's report on the Company's consolidated financial statements
for the two years ended January 3, 2009, and December 29, 2007,
did not contain an adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope or
accounting principles.

During the years ended January 3, 2009, and December 29, 2007, as
well as the interim reporting periods preceding the dismissal,
there were no disagreements or reportable events of the kind as
described in Item 304(a)(1)(iv) and (v) of Regulation S-K between
the Company and E&Y regarding any matters of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, except for the following material weakness in internal
controls which may be deemed to constitute a reportable event as
that term is defined in Item 304(a)(1)(v).  The Company disclosed
under Item 4 of its Form 10-Q for the quarter ended July 4, 2009,
that during the second quarter of 2009 management did not maintain
operating effectiveness of certain internal controls over
financial reporting for establishing the Company's allowance for
doubtful accounts, the deferral of revenue for specific customer
shipments until collectibility is reasonably assured, and
accounting for restructuring costs.  In addition, E&Y issued on
August 18, 2009, a material weakness letter to the Company
discussing the aforementioned material weakness in internal
controls over financial reporting.

On September 24, 2009, the Audit Committee of the Board of
Directors of the Company approved the engagement of Deloitte &
Touche LLP as its new independent registered public accounting
firm effective for the third quarter ending October 3, 2009.
During the two most recent fiscal years and subsequent interim
reporting periods prior to engaging Deloitte, the Company did not
consult with Deloitte with respect to any accounting or auditing
issues regarding the application of accounting principles to a
specified transaction, the type of audit opinion that might be
rendered on the consolidated financial statements, the reportable
event described above, or any other matter or event as set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/-
- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

As of July 4, 2009, the Company had $797,309,000 in total assets;
and total current liabilities of $174,166,000, Deferred income
taxes of $46,818,000, Other liabilities of $58,301,000, Long-term
debt of $224,500,000; and Member's equity of $293,524,000.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

S&P says the ratings and outlook on AMH Holdings and AMI
incorporate a highly leveraged financial profile and a significant
increase in cash interest expense starting September 2009.
Following the completion of the exchange, there will be
$20 million of new senior subordinated notes due 2012 issued by
AMI in a private placement, partially offset by a reduction of
debt obligations at AMH II.


ASTON BAKER: Court Will Resolve Malpractice & Fraud Claims
----------------------------------------------------------
WestLaw reports that permissive abstention was not warranted in a
Chapter 11 debtor's removed state-court action for legal
malpractice, conversion, negligence, fraud, and intentional
misrepresentation against his bankruptcy counsel, a mortgage
lender, an insurer, and a bank.  The claims turned largely on
issues intertwined with the debtor's bankruptcy case, including
the propriety of the legal advice rendered by counsel, and the
retention of federal jurisdiction would facilitate efficient
estate administration, especially since the consideration of the
merits of the claims necessarily implicated a review of the
bankruptcy court's orders approving, authorizing, and supervising
the underlying actions.  Baker v. Simpson, --- B.R. ----, 2009 WL
2567994 (E.D.N.Y.).

Aston Baker filed a Chapter 7 petition (Bankr. E.D.N.Y. Case No.
01-_____) on November 15, 2001, and that case was converted to a
chapter 11 proceeding on January 25, 2002.

On October 23, 2007, Aston Baker filed a lawsuit in the Supreme
Court of New York, Kings County against Charles Simpson, Esq.,
Windels Marx Lane & Mittendorf, LLP, Stanley Gallant, Galster
Capital LLC, Garlster Management Corp., Allstate Insurance
Company, and JP Morgan Chase Bank, N.A., alleging legal
malpractice, conversion, negligence, fraud, and intentional
misrepresentation.  Mr. Simpson and Windels Marx removed the
matter to the United States Bankruptcy Court for the Eastern
District of New York.  The Debtor then moved to remand the case to
state court, which motion was denied by the bankruptcy court on
March 6, 2008.  That denial was the basis for this appeal to the
U.S. District Court.  Reviewing the dispute, the Honorable Dora L.
Irizarry affirmed the Bankruptcy Court's decision that the
Bankruptcy Court is the appropriate forum in which to resolve the
Debtor's claims and causes of action.


AVAYA INC: Bank Debt Trades at 19.5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 80.50 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.63 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. 2, among the 145 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.
2007.


AWAL BANK: Files For Chapter 15 Bankruptcy in New York
------------------------------------------------------
Stewart Hey of Charles Russell LLP, as external administrator of
Awal Bank BSC of Bahrain, made a voluntary petition under Chapter
15 for the bank in the U.S. Bankruptcy Court for the Southern
District of New York after Central Bank of Bahrain placed the
bank in administration on July 30, 2009, citing that the bank (i)
had become insolvent; and (ii) would cause damage to the financial
services industry if the bank continued to provide regulated
financial services.

Mr. Hey said that, earlier this year, the bank began experiencing
a liquidity squeeze, brought on in part, by the global economic
crisis.  A group of the bank's major creditors agreed to enter
into a standstill agreement while the bank attempted to
restructure its debt by late May 2009, he related.  The creditors
are Abu Dhabi Islamic Bank; Calyon; Coomerzbank/Dresnder; ( Gulf
International Bank; and HSBC, Mr. Hey noted.

The bank has ceased to operate as a going concern since it was
place into administration, Mr. Hey states.

According to papers filed with the Court, the CBB has asked that
Mr. Hey identify the outstanding claims of creditors and develop
proposal for satisfying those claims to the extent permitted by
the realizable assets of the bank.

In the petition, the bank listed both assets and debts more than
$1 billion.

Based in Bahrain Awal Bank BSC is principally an investment
company that provide wholesale banking services in Bahrain
including the acceptance of deposits and the making of loans.


AWAL BANK: Voluntary Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: Stewart Hey
                       Charles Russell LLP
                       As external administrator of Awa Bank BSC

Chapter 15 Debtor: Awal Bank BSC
                   The Manama Centre, Government Avenue
                   P.O. Box 1735
                   Kingdom of Bahrain

Chapter 15 Case No.: 09-15923

Type of Business: The Debtor is principally an investment company
                  that provide wholesale banking services in
                  Bahrain including the acceptance of deposits and
                  the making of loans.

Chapter 15 Petition Date: September 30, 2009

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Chapter 15 Petitioner's Counsel: Christine H. Chung, Esq.
                                 christinechung@quinnemanuel.com
                                 Quinn Emanuel Urquhart Oliver &
                                 Hedges, LLP
                                 51 Madison Avenue, 22nd Floor
                                 New York, NY 10010
                                 Tel: (212) 849-7000
                                 Fax: (212) 849-7100

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


BABUSKI LLC: Tries to Fight Vestin's Foreclosure on Property
------------------------------------------------------------
Steve Green at Las Vegas Sun reports that Babuski LLC owner Jamal
Eljwaidi, aka Jean Marc El Jwaidi, is trying to block foreclosure
of a commercial property at Russell Road and the 215 Beltway by
three Vestin Mortgage entities, saying the vacant land at issue is
needed to rebuild the business.

According to Las Vegas Sun, Mr. El Jwaidi is seeking additional
funding to develop commercial property at Russell Road and the 215
Beltway, while he faces criminal charges for perpetrating an
$80 million Ponzi scheme.  Mr. El Jwaidi was arrested in July by
investigators with the Nevada Secretary of State's Securities
Enforcement Division for allegedly bilking a Las Vegas senior
citizen investor out of $400,000.

Babuski LLC filed for bankruptcy protection in June to block
foreclosure of the property by Vestin, which then filed a motion
in July asking the court that it be allowed to foreclose on the
property, which it claims was appraised that month at $8.8 million
-- far less than the $13.9 million owed by Babuski to Vestin.  Las
Citing Vestin, Vegas Sun relates that the property is declining in
value and that Babuski has failed to pay property taxes on the
land.   Vestin said in court documents, "The debtor has no
records, no money, no management and no operations.  There is
currently no feasible plan in place to successfully develop the
property."

Las Vegas Sun states that Babuski and Mr. El Jwaidi tried to fight
Vestin's request for foreclosure, saying that Babuski is trying to
recover papers confiscated by the Secretary of State's
investigators during a raid of their office.  According to the
report, Babuski said that among those papers is a June 2008
appraisal of the land valuing it at $28.5 million.

It's hard to believe the land declined in value by some
$20 million in 13 months and that even with some $21.1 million in
liens against the property, it likely has some equity that will
allow for a successful bankruptcy reorganization, Las Vegas Sun
reports, citing Babuski.

Las Vegas Sun says that an October 7 hearing is set for Vestin's
motion, while an October 16 preliminary hearing is scheduled for
the felony criminal case against Mr. El Jwaidi.

Las Vegas, Nevada-based Babuski LLC is one of real estate
investment companies owned by Jean Marc El Jwaidi.  It filed for
Chapter 11 on June 29, 2009 (Bank. D. Nev. Case No. 09-21360).  In
its petition, the Debtor said it has assets and debts ranging from
$10 million to $50 million.  The Company filed for bankruptcy in
order to block foreclosure proceedings by creditor Vestin Mortgage
involving land Babuski said it is developing at Russell Road and
the 215 Beltway.


BARZEL INDUSTRIES: Cancels Registration of Common Stock
-------------------------------------------------------
Barzel Industries Inc. filed with the Securities and Exchange
Commission a Form 15 to terminate the registration of its common
stock and warrants.  According to Barzel Industries, as of
September 29, 2009, there are 79 holders of record of its common
stock and 60 holders of record of its warrants.

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

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

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

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

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

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


BASELINE OIL: Consummates Ch 11 Prepackaged Reorganization Plan
---------------------------------------------------------------
Baseline Oil & Gas Corp. has successfully consummated its
Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code.  The Plan, filed by the Company in the United
States Bankruptcy Court for the Southern District of Texas,
Houston Division on August 28, 2009, was confirmed by the
Bankruptcy Court on September 25, 2009.

Pursuant to the Plan, all equity interests, including shares of
the common stock issued by the Company prior to the Chapter 11
filing, and traded under the symbol BOGA, have been cancelled. As
part of the Plan, the reorganized entity converted from a Nevada
corporation to a Delaware corporation.  The reorganized entity
will be privately held and will no longer make periodic filings
with the Securities and Exchange Commission.

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

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


BATH JUNKIE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bath Junkie, Inc.
        1442 College Ave., P.O. Box 1111
        Fayetteville, AR 72703

Bankruptcy Case No.: 09-74992

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Theresa L. Pockrus, Esq.
                  The Nixon Law Firm
                  2340 Green Acres Road, Suite 12
                  Fayetteville, AR 72703
                  Tel: (479) 582-0020
                  Email: theresa@nixonlaw.com

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

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

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

             http://bankrupt.com/misc/arwb09-74992.pdf

The petition was signed by Jocelyn Murray, president of the
Company.


BCBG MAX: S&P Changes Outlook to Stable, Cuts Term Loan to 'B-'
---------------------------------------------------------------
On Oct. 1, 2009, Standard & Poor's Ratings Services revised its
outlook on Vernon, California-based BCBG Max Azria Group Inc. to
stable from negative on improved performance in the company's
wholesale division and an improved liquidity position.  In
addition, S&P lowered the issue level rating on BCBG's term loan
to 'B-' from 'B'; the recovery rating was revised to '4' from '2',
indicating an expectation for average (30%-50%) recovery of
principal in the event of default.

"The ratings on BCBG Max Azria Group Inc. reflect its
participation in the highly competitive and fragmented apparel
retailing industry, weak performance by its Max Rave subsidiary,
and a very highly leveraged structure that results in thin cash
flow protection measures," said Standard & Poor's credit analyst
Jackie Oberoi.

In terms of financial risk, the acquisition of Max Rave for about
$46 million and the assumption of related leases resulted in a
meaningful increase in debt leverage.  For domestic operations
alone, debt to EBITDA for the 12 months ended Aug. 1, 2009, was
very high, at about 9.5x.  S&P believes that this is even higher
when international operations are included.  In addition, lease-
adjusted EBITDA barely covered interest for the same period.
However, S&P expects credit metrics to significantly improve by
year-end due primarily to EBITDA contribution by the company's
wholesale division, which has been successful and for which there
is a contract with Wal-Mart Stores.

BCBG Max Azria, the core brand, has historically accounted for the
majority of total revenues and earnings.  It maintained
satisfactory comparable-store sales growth until the third quarter
of fiscal 2008, during which retail sales weakened and comparable-
store sales turned negative.  Comparable-store sales remained
negative through the first half of 2009.  Profitability remains
under pressure because of higher operating costs for brand and
advertising development, costs associated with new store
development, and an increase in BCBG's lower margin wholesale
sales.  Moreover, S&P believes the brand faces stiff competition
from numerous other apparel names, both in the department store
channel and at other specialty retailers.

Max Rave, acquired in 2006, has generated operating losses to
date, despite management's efforts to turn this operation around
by changing Max Rave's sourcing capabilities, eliminating overhead
expenses, closing underperforming stores, and generating wholesale
revenues.  However, recent success with Max Rave's wholesale line
to Wal-Mart is expected to result in positive EBITDA for this
division for the year and S&P expects Max Rave wholesale revenues
to become a much larger part of BCBG's overall business going
forward.  Nevertheless, S&P is concerned that a turnaround over
the long term is uncertain because of the keen competition and the
fickle nature of Max Rave's core teenage customers.


BENDER SHIPBUILDING: To Sell 80% of Mobile Property by Dec. 15
--------------------------------------------------------------
Kaija Wilkinson at the Press-Register reports that Bender
Shipbuilding & Repair Co. CEO Tom Bender said that most of the
Company's Mobile operations will have a new owner by December 15.

According to the Press-Register, Bender Shipbuilding hired Global
Hunter Securities LLP to handle the sale of 80% of its property
along the Mobile riverfront.  The Press-Register relates that
Bender Shipbuilding will sell:

     -- six repair/construction yards,
     -- three steel floating dry docks, and
     -- other equipment on 26 acres.

Court documents say that Bender Shipbuilding's Mexican shipyard
and a local steel processing center will be sold in separate
auctions.

Bender Shipbuilding, according to court documents, is also seeking
to take an unsecured advance of $300,000 from the personal funds
of its principal, Thomas J. Bender Jr., to fund its July 2009
payroll.

Bender Shipbuilding & Repair Co. welds the hull of an offshore oil
supply boats the Mobile, Alabama.

As reported by the Troubled Company Reporter on July 3, 2009,
Bender Shipbuilding decided to file for Chapter 11 bankruptcy
protection, after three creditors filed an involuntary Chapter 7
petition against it in the U.S. Bankruptcy for the Southern
District of Alabama.

The TCR reported on July 14 that the U.S. Bankruptcy for the
Southern District of Alabama, at the behest of Bender Shipbuilding
& Repair Co., Inc., converted the involuntary Chapter 7 bankruptcy
filing initiated by three creditors against the Company on June 9,
2009, to a Chapter 11 filing.


BERNARD MADOFF: Irving Picard Seeks $7.2BB From Jeffry Picower
--------------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Irving Picard,
the court-appointed trustee recovering assets for Bernard Madoff's
fraud victims, has increased by $2 billion the amount of money he
is seeking from Jeffry Picower, from the figure he had asked to
get back in May, after recalculating how much investors
collectively lost.

Mr. Picard said that the investors lost $18 billion, according to
The Journal.  Mr. Picard said in court documents that Mr. Picower
made some $7.2 billion in profits from the Ponzi scheme.  Mr.
Picower allegedly directed the Madoff firm to credit specific
gains to his accounts, including gains that would be applied to
prior months and years, The Journal states, citing Mr. Picard.

Mr. Picower denied any knowledge of fraud, says The Journal.
William Zabel, a lawyer for Mr. Picower and his wife, said that
his client was deceived by Mr. Madoff, and that they have
initiated settlement talks with Mr. Picard, the report states.

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

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

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


BERNARD MADOFF: Irving Picard Sues Four Madoff Family Members
-------------------------------------------------------------
Irving H. Picard, the Trustee appointed to liquidate the business
of Bernard L. Madoff Investment Securities LLC, filed a suit
October 2 against four Madoff family members who held senior
positions at BLMIS.  Named in the suit are Madoff's brother, Peter
Madoff, who was BLMIS's Chief Compliance Officer, Madoff's two
sons, Andrew and Mark, who served as Co-Directors of Trading at
BLMIS, and Madoff's niece, Shana Madoff, who was BLMIS's
Compliance Director.

Through the lawsuit filed in Bankruptcy Court in Manhattan by Mr.
Picard's law firm, Baker & Hostetler LLP, the Trustee seeks to
recapture for the benefit of Madoff's investors at least
$198,743,299 in customer funds which the Trustee alleges were
diverted from BLMIS's investment advisory business and transferred
directly to the family members or spent on their behalf.

In the Complaint, Mr. Picard explains that the family members'
"management responsibilities extended through trading operations,
customer relationships, and legal and regulatory compliance, yet
they were completely derelict in these duties and
responsibilities.  As a result, they either failed to detect or
failed to stop the fraud, thereby enabling and facilitating the
Ponzi scheme at BLMIS.  Simply put, if the Family Members had been
doing their jobs -- honestly and faithfully -- the Madoff Ponzi
scheme might never have succeeded, or continued for so long."

Mr. Picard alleges that "BLMIS was operated as if it were the
family piggy bank.  Each of the Family Defendants took huge sums
of money out of BLMIS to fund personal business ventures and
personal expenses such as homes, cars, and boats. The Family
Defendants' misappropriations of BLMIS customer funds ranged from
the extraordinary (the use of BLMIS customer funds to pay for
multi-million dollar vacation homes) to the routine (the use of
BLMIS customer funds to pay their monthly credit card charges for
restaurants, vacations, and clothing). The means of diverting
those customer funds ranged from the simple (merely transferring
money to the Family Defendants' own personal bank accounts) to the
complex (fabricating the purchases of securities on the Family
Defendants' personal BLMIS investment advisory account statements
and then cashing out of those positions)."

In the Complaint, Mr. Picard details over 380 separate
transactions which were fraudulent transfers or conveyances of
BLMIS customer funds to the family members, or to entities on
their behalf, and which are recoverable under the Securities
Investor Protection Act, the Bankruptcy Code and due to the family
members' breaches of fiduciary duty and other tortious conduct.

The Trustee alleges that Peter Madoff, BLMIS's Chief Compliance
Officer, improperly received over $60 million paid to himself, his
family members, and to entities on his behalf.  As Chief
Compliance Officer, Peter Madoff was responsible for overseeing
BLMIS's compliance policies and procedures, yet the Trustee
alleges that he ignored these responsibilities to the detriment of
BLMIS and its customers. For example, although Peter invested only
$14 into his own investment accounts at BLMIS after 1995, he
withdrew $16,252,004 from those same accounts, at times through
the fabrication of backdated trades which, in reality, never took
place.  The Complaint also details the use of customer funds to
purchase homes for Peter on Park Avenue in Manhattan and in Palm
Beach, Florida.

Mark Madoff, who was paid $29,320,830 between 2001 and 2008 to
serve as BLMIS's Co-Director of Trading, is alleged to have
improperly received $66,859,311 paid directly to him, his family,
and entities on his behalf. In his personal investment accounts at
BLMIS, the Trustee alleges that although Mark invested only
$745,482, he redeemed $18,105,456 prior to December 2008 as a
result of among other things falsified transactions in his
account. Mr. Picard also alleges that since 2000, Mark borrowed,
but did not repay, over $17,000,000 from BLMIS to buy homes for
himself in Greenwich, Connecticut, Manhattan, and Nantucket,
Massachusetts.

Andrew Madoff who, like his brother, served as BLMIS's Co-Director
of Trading and received $31,105,505 in compensation between 2001
and 2008, is alleged to have improperly received $60,644,821 paid
directly to him, his family, and entities on his behalf.  Mr.
Picard alleges that Andrew redeemed $17,117,566 as a result of
among other things, falsified securities transactions from
investment accounts into which he invested only $912,062.  Andrew
also received over $11 million from BLMIS to pay for luxury
apartments in Manhattan.

While both Mark and Andrew Madoff have filed personal claims in
the Bankruptcy Court for approximately $40 million each in
deferred compensation from BLMIS, the Trustee alleges in the
complaint that Andrew Madoff claimed in his divorce proceeding
that the company owes him only $52,173 in deferred compensation.
In addition, the Trustee alleges that the trading business in
which the Madoff sons worked actually lost money in 2007 and 2008
but that its financial results were propped up by the fraudulent
investment advisory business.

The Trustee alleges that Shana Madoff, BLMIS's Compliance Director
and In-House Counsel, improperly received over $10.6 million in
customer funds paid to herself or to entities on her behalf. This
amount includes nearly $3,000,000 of BLMIS's customer funds which
were sent to Shana to purchase a home in East Hampton, New York
less than one year before Madoff's arrest.

                      About Bernard L. Madoff

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

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

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


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

Bankruptcy Case No.: 09-13353

Debtor-affiliates filing separate Chapter 11 petitions:

     Entities                    Case No.
     --------                    --------
Bethny Place, LLC                09-13354
Bethny I, LLC                    09-13355

Chapter 11 Petition Date: September 29, 2009

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

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

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

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

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

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

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

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

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


BIOMET INC: Bank Debt Trades at 4.24% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Biomet, Inc., is a
borrower traded in the secondary market at 95.76 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.74 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. 2, among the 145 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.


BLACK GAMING: Cancels Registration of Securities
------------------------------------------------
Black Gaming, LLC, Virgin River Casino Corporation, B & B B, Inc.,
and RBG, LLC, filed a Form 15 with the Securities and Exchange
Commission to cancel registration of the Company's:

     -- 9% Senior Secured Notes due 2012
     -- 12-3/4% Senior Subordinated Discount Notes due 2013

As of September 30, 2009, the approximate number of holders of
record of the securities is:

     -- 33 holders of 9% Senior Notes;
     -- 11 holders of 12-3/4% Discount Notes

As of June 30, 2009, the Company had total assets of $148,280,000
and total liabilities of $233,532,000, resulting in members'
deficit of $85,252,000.

Black Gaming, LLC, is engaged in the hotel casino industry in
Mesquite, Nevada.  Its wholly owned subsidiaries are B & B B, Inc.
(doing business as Virgin River Hotel/Casino/Bingo) and Virgin
River Casino Corporation and its wholly owned subsidiaries R.
Black, Inc., and RBG, LLC (doing business as CasaBlanca
Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca
Resorts, LLC (doing business as Oasis Resort & Casino) and its
wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis
Interval Management, LLC and Oasis Recreational Properties, Inc.


BLACK GAMING: Gets Another Default Notice from Wells Fargo
----------------------------------------------------------
Black Gaming, LLC, reports that on September 22, 2009, it received
a Notice of Default, Imposition of Default Rate of Interest, and
Reservation of Rights letter from Wells Fargo Foothill, Inc., with
respect to the parties' credit agreement, dated as of December 20,
2004, as amended.  Wells Fargo Foothill, Inc., acts as arranger
and administrative agent for the Lenders.

The Notice states that events of default exist under the Credit
Agreement as a result of the Company's:

     -- failure to achieve EBITDA in the amounts required by the
        Credit Agreement,

     -- failure to pay the Overadvance amount existing on
        September 30, 2008,

     -- failure to comply with certain representations and
        warranties in the Credit Agreement,

     -- suspension of operations at its Oasis Resort and Casino,

     -- failure to make the scheduled interest payments due on
        January 15, 2009 and July 15, 2009 under the Company's
        9.0% Senior Secured Notes,

     -- failure to make the scheduled interest payments due on
        July 15, 2009 under the Company's 12-3/4% Senior
        Subordinated Notes, and

     -- failure to obtain control agreements for deposit accounts
        established and maintained by the Company.

The Notice further states that as a result of the events of
default, the Lender Group has elected to increase the applicable
rate of interest under the Credit Agreement to the default rate,
which is 2% above the per annum rate otherwise applicable under
the Credit Agreement, retroactive to November 19, 2008.  The
retroactive default interest amounts to roughly $240,000 through
September 21, 2009.

The Notice further states that the Lender Group is under no
further obligation to extend further credit under the Credit
Agreement, is continuing to evaluate its response to the events of
default, and reserved all of its rights and remedies under the
Credit Agreement.  At this time, the Lender Group has not elected
to accelerate the indebtedness under the Credit Agreement.

As reported in the Company's Form 10-Q filed on August 14, 2009,
the Credit Agreement is substantially fully drawn, with roughly
$14.8 million outstanding, and the Company and Wells Fargo
Foothill have been in discussions regarding the effects of the
events of default under the Credit Agreement.

As reported by the Troubled Company Reporter, Black Gaming
received on September 3 a Notice of Default, Imposition of Default
Rate of Interest, and Reservation of Rights letter from Wells
Fargo Foothill, which cited the same events of default.

As of June 30, 2009, the Company had total assets of $148,280,000
and total liabilities of $233,532,000, resulting in members'
deficit of $85,252,000.

Black Gaming, LLC, is engaged in the hotel casino industry in
Mesquite, Nevada.  Its wholly owned subsidiaries are B & B B, Inc.
(doing business as Virgin River Hotel/Casino/Bingo) and Virgin
River Casino Corporation and its wholly owned subsidiaries R.
Black, Inc., and RBG, LLC (doing business as CasaBlanca
Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca
Resorts, LLC (doing business as Oasis Resort & Casino) and its
wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis
Interval Management, LLC and Oasis Recreational Properties, Inc.


BOULEVARD SHOPPES: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Boulevard Shoppes, LLC
        c/o Oakridge Development Co.
        2200 No. Huntington Drive
        Algonquin, IL 60102

Bankruptcy Case No.: 09-74303

Chapter 11 Petition Date: October 1, 2009

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

Debtor's Counsel: James E. Stevens, Esq.
                  Barrick, Switzer, Long, Balsley & Van Ev
                  6833 Stalter Drive
                  Rockford, Il 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758
                  Email: jstevens@bslbv.com

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

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

According to the schedules, the Company has assets of at least
$9,925,031, and total debts of $7,843,139.

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

            http://bankrupt.com/misc/ilnb09-74303.pdf

The petition was signed by Timothy L. Schwatz.


BROOKSTONE INC: S&P Assigns 'CCC' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
unsolicited 'CCC' corporate credit rating to Brookstone Inc. at
the same time, S&P assigned a 'CCC-' rating on Brookstone Co.
Inc.'s $185 million second-lien senior secured notes.  The
recovery rating on these notes is '5', indicating the expectation
for modest (10%-30%) recovery in the event of a payment default.
The outlook is negative.  Despite the company's request to
withdraw its ratings, S&P believes there remains sufficient market
interest in Brookstone's $170 million of notes outstanding at
July 4, 2009, although on an unsolicited basis.

"The speculative-grade ratings on Merrimack, New Hampshire-based
Brookstone Inc. reflect S&P's view of the company's participation
in the highly competitive and fragmented specialty gift retail
industry, dependence on successful product development,
substantial seasonality, significant debt leverage, and weak
credit protection measures," said Standard & Poor's credit analyst
David M Kuntz.  The rating also indicates that the company is
vulnerable to default.

Performance remains weak because of the decline in consumer
spending and lower mall traffic, and Standard & Poor's Ratings
Services does not expect these trends to abate in the near term.
Store closures and reduced catalog circulation also contributed to
the drop in sales quarter over quarter.  Net sales declined 25.1%
with same-store sales falling 18.6% for the quarter ended July 4,
2009.  Increased promotional activity and substantial operating
deleveraging pressured margins, and S&P expects continued negative
same-store sales to be the primary driver of further margin
deterioration in the near term.  Margins declined to 8.8% for the
12 months ended July 4, 2009, from 15.3% for the prior period in
2008.

Credit metrics deteriorated substantially as a result of the
severe decline in EBITDA over the past year.  S&P expects further
declines in metrics as Brookstone uses borrowings under its credit
facility to fund operating losses in the near term; S&P expects
they will remain below average for the rating category during this
time.  Debt to EBITDA increased to 39.5x for the 12 months ended
July 4, 2009, compared with 5.2x for the prior year.  Interest
coverage fell to about 0.2x, compared with 1.6x period over
period.

Brookstone's success depends heavily on its ability to maintain a
steady stream of new products that resonate with customers.  The
company expects it will replace or update approximately 30% of its
items every year.  Competition has lessened somewhat with the
liquidation of The Sharper Image, but still includes other
specialty gift retailers and department stores.  In addition,
Brookstone is subject to discretionary consumer spending and is
highly reliant on sales during the fourth quarter.


CABLEVISION SYSTEMS: Bank Debt Trades at 4.69% Off
--------------------------------------------------
Participations in a syndicated loan under which Cablevision
Systems Corp. is a borrower traded in the secondary market at
95.31 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.34
percentage points from the previous week, The Journal relates.
The loan matures on March 29, 2013.  The Company pays 325 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Baa3 rating and Standard & Poor's BBB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 2,
among the 145 loans with five or more bids.

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving approximately 3.1 million subscribers in and
around the New York metropolitan area.  Among other entertainment-
and media-related business ventures, the company also owns and
distributes programming to cable television and direct broadcast
satellite providers throughout the United States through its
Rainbow National Services subsidiary.

As reported by the Troubled Company Reporter on Sept. 11, 2009,
Standard & Poor's Ratings Services the 'BB' corporate credit
rating of Cablevision.  Cablevision has around $11.8 billion of
debt reported outstanding at June 30, 2009.  The outlook is
negative.

Cablevision carries "Ba2" Corporate Family and Probability of
Default Ratings from Moody's.


CEDAR FAIR: Bank Debt Trades at 4% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 95.81 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.63 percentage points from
the previous week, The Journal relates.  Cedar Fair LP pays
interest at 400 points above LIBOR.  The bank loan matures on
Aug. 30, 2012.  The bank loan 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. 2, among the 145 loans
with five or more bids.

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.  Cedar
Fair is the second-largest regional theme park company in the U.S.
in terms of attendance.

Cedar Fair carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


CELANESE US: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Celanese US
Holdings LLC is a borrower traded in the secondary market at 94.20
cents-on-the-dollar during the week ended Oct. 2, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.80 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. 2, among the 145 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.


CELL THERAPEUTICS: Files Listing Prospectus With CONSOB
-------------------------------------------------------
Cell Therapeutics, Inc., filed with the Securities and Exchange
Commission an English translation of the Company's listing
prospectus related to the registration of the Company's common
stock as required by the Commissione Nazionale per la Societa e la
Borsa.  The Company published the Registration Document on
September 29, 2009, in Italy.  The Company initially filed the
Registration Document with CONSOB on July 23, 2009, and on
September 24, 2009, CONSOB approved the Company's publication of
the Registration Document.  The Registration Document is effective
for one year from the date of CONSOB's approval and the Company
may use it to register its securities on the Italian stock market.
On September 29, 2009, the Company published a notice announcing
the publication of the Registration Document in Italy.

Italian laws, rules and regulations governing the issuance and
sale of securities in Italy differs from those in the United
States.  As a result, certain disclosures made in the Registration
Document are not required under the laws, rules and regulations of
the United States.  CONSOB required the Company to disclose
certain financial information in the Registration Document that
are not required in the United States, and CONSOB does not require
such financial information to be audited or independently
reviewed.

Due to the lengthy process of review and comment on the
Registration Document by CONSOB, the Registration Document
includes disclosures as of a date that is prior to the approval
date and publication date. Under Italian law, the Company was not
required by CONSOB to update those disclosures prior to the
publication date of the Registration Document.  As a result, the
Company's disclosures included in the Company's filings with the
U.S. Securities and Exchange Commission (other than the
Registration Document) should control in the event there is any
discrepancy or conflict between disclosures made therein and
disclosures contained in the Registration Document.

The Registration Document contains forward-looking statements that
are based on the Company's expectations regarding, among other
things, the Company, the growth of its business, its financial
performance and the development of industry the Company operates.
Since these forward-looking statements reflect the Company's
estimates regarding future events, they involve a number of risks
and uncertainties, the outcome of which could materially or
adversely affect future results.  No undue reliance should be
placed on any forward-looking statements contained in the
Registration Document as the statements speak only as of the date
on which such statements were made.

A full-text copy of the Registration Document is available at no
charge at http://ResearchArchives.com/t/s?4628

A full-text copy of the notice is available at no charge at:

               http://ResearchArchives.com/t/s?4629

                      About Cell Therapeutics

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

                        Going Concern Doubt

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

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


CELL THERAPEUTICS: Posts $24.8-Mil. Net Loss in August 2009
-----------------------------------------------------------
Cell Therapeutics, Inc., provided financial information for the
month ended August 31, 2009, pursuant to a request from the
Italian securities regulatory authority, CONSOB.

Cell Therapeutics posted wider net loss attributable to common
shareholders of US$24,882,000 in August from US$15,814,000 in
July.  Cell Therapeutics reported US$7,000 in net revenues for
both July and August.

At August 31, 2009, Cell Therapeutics had cash and cash
equivalents of US$60,962,000, net financial standing-current
portion of US$16,010,000 and net financial indebtedness of
(US$9,141,000).

The Company's 4% Convertible Senior Subordinated Notes Convertible
with redemption date of July 1, 2010 come due within the next 12
months.  The Company had no debt that matured during the month of
August 2009.

   (A) Regulatory Matters and Products in Development

With respect to the period from August 1, 2009, through August 31,
2009, the Company said on August 24 that the U.S. Food and Drug
Administration has accepted and has filed for review the Company's
New Drug Application for pixantrone as treatment for relapsed or
refractory aggressive non-Hodgkin's lymphoma.  Furthermore, on
September 5, 2009, the Company said the FDA had notified the
Company that a Prescription Drug User Fee Act action date of
April 23, 2010, under standard review has been established
regarding the pixantrone NDA.  Additionally, on September 21, the
Company announced that it had notified the European Medicines
Agency of its decision to withdraw its Marketing Authorization
Application for a non-inferiority indication in non-small cell
lung cancer and will focus efforts on the approval of OPAXIO for a
potential superiority indication in maintenance therapy for
ovarian cancer. In addition, given the encouraging results of
treatment of advanced esophageal cancer with OPAXIO to be reported
at the upcoming International Society of Gastrointestinal Oncology
Annual Meeting, the Company plans on meeting with the FDA to
discuss an additional registration study utilizing OPAXIO as a
radiation sensitizer in the treatment of advanced esophageal
cancer.

   (B) Corporate Transactions and Assignment of Assets

With respect to the period from August 1, 2009, through August 31,
2009, the Company has no information to disclose to the market.

   (C) Exchange Listing Matters

The Company has no information to disclose related to exchange
listing matters.

   (D) Update on Outstanding Shares

The number of shares of the Company's common stock, no par value,
issued and outstanding as of July 31, 2009, and August 31, 2009,
were 541,165,832 and 560,000,935, respectively.

During the month of August 2009, these transactions contributed to
the change in the number shares of the Company's outstanding
Common Stock:

     -- Conversion of the Company's Series 2 Preferred Stock,
        which resulted in the issuance of 18,853,103 shares.

     -- The cancellation of 18,000 shares due to employee
        termination under the Company's 2007 Equity Incentive
        Plan.

The Company is not aware of any agreement for the resale of its
shares of Common Stock on the MTA nor of the modalities by means
of which shares of Common Stock were or will be resold.

   (E) Debt Restructuring Program

With respect to the period from August 1, 2009, through August 31,
2009, the Company has no information to disclose to the market.

The Company, in August 2009, neither issued any new debt
instruments nor bought any debt instruments already issued by the
Company.

The Company believes it is in compliance with the covenants on
each series of its outstanding convertible notes.

On August 21, 2009, the Company announced the closing of the sale
of $30 million of shares of its Series 2 Preferred Stock and
warrants to purchase shares of its common stock in a registered
offering to a single institutional investor.  The Company received
roughly $28.2 million in net proceeds from the offering, after
deducting placement agent fees and estimated offering expenses.

                      About Cell Therapeutics

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

                        Going Concern Doubt

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

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


CENTENARY HOUSING: Foreclosure Sale Called Off
----------------------------------------------
Tim Bryant at STLtoday.com reports that a foreclosure sale of
Centenary Housing Limited Partnership's Centenary Towers has been
called off due to behind-the-scenes maneuvering over the future of
the empty apartment building in downtown St. Louis.  According to
STLtoday.com, the sale was first set for September 23 but was
delayed until September 30.  It was again halted after three of
the 21 holders of more than $2.8 million in Elderly Housing
Revenue Bonds filed an involuntary Chapter 11 bankruptcy petition
against Centenary Housing, says STLtoday.com.

Philip G Lucas sought to force Portland, Maine-based Centenary
Housing Limited Partnership into Chapter 11 bankruptcy protection
on September 22, 2009 (Bankr. E.D. Mo. Case No. 09-49401).


CENTRAL PLAINS: S&P Affirms 'BB+' Rating on Senior Secured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' senior
secured debt rating on Central Plains Energy Project's series
2007A fixed-rate gas project revenue bonds and series 2007B index-
rate gas project revenue bonds.  The outlook is negative.

The affirmation follows S&P's review of the restructuring of the
CPEP transaction.  The restructuring will reduce the amount of
series 2007B bonds outstanding by $16.4 million.  In conjunction
with the termination of these bonds, the project will amend the
indenture, gas supply and sales agreements, and other transaction
documents to reflect changes to the sinking fund schedule, gas
volumes, and debt outstanding.  In addition, the receivables
purchase agreement was expanded such that J. Aron has agreed to
purchase delinquent receivables from either municipal participant
to ensure sufficient funds at termination or maturity.  After the
restructuring closes, the outstanding amount of series 2007B bonds
will be $134.225 million.


CENTRO NP: Consent Solicitation for Senior Notes Moved to Tuesday
-----------------------------------------------------------------
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 September 29, 2009, will now expire
(such time and date, as they may be extended, the "Expiration
Date") at the earlier of (i) 5:00 P.M. New York City Time on
October 6, 2009, and (ii) 5:00 pm 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.

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 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  $10,000,000  7.97% Senior     $35.00      1/15/2014
                          Notes Due 2026

64806Q AD6  $25,000,000  7.65% Senior     $35.00      1/15/2014
                          Notes Due 2026

64806Q AF1  $10,000,000  7.68% Senior     $35.00      1/15/2014
                          Notes Due 2026

64806Q AG9  $10,000,000  7.68% Senior     $35.00      1/15/2014
                          Notes Due 2026

64806Q AK0  $25,000,000  6.90% Senior     $35.00      1/15/2014
                          Notes Due 2028

64806Q AL8  $25,000,000  6.90% Senior     $35.00      1/15/2014
                          Notes Due 2028

The Company seeks to obtain the consent of the holders of the
Securities (i) to add a put repurchase right that will require the
Company to offer to repurchase (but not require the holders to
tender) the Securities for an amount equal to the principal amount
plus accrued and unpaid interest on January 15, 2014 (which is
between 12 and 14 years ahead of their 2026 and 2028 maturities),
(ii) to modify certain defined terms and covenants applicable to
the Securities to create a uniform method of calculating the
Company's debt incurrence ratios with the other series of notes
issued by the Company and (iii) to modify the financial reporting
covenant in the indenture to make it consistent with the other
series of notes issued by the Company, which would permit the
Company to discontinue filing annual or other reports with the
Securities and Exchange Commission and instead deliver
substantially the same kind of information to the trustee under
the indenture (for continued availability to the holders of
Securities).  Upon receipt of the requisite consents (which may
occur prior to the Expiration Date), the Company intends to effect
the execution of the Supplemental Indenture containing the
amendments.

Subject to the terms and conditions of the Consent Solicitation,
the Company will make a cash payment of $35.00 per $1,000
principal amount of Securities for which the holder has validly
delivered (and not validly revoked at any time before the earlier
of the execution of the Supplemental Indenture and the Expiration
Date) a consent prior to the Expiration Date.  It is expected that
any payment due will be paid on the first business day following
the Expiration Date, or as soon as practicable thereafter.  The
Company will not be obligated to make any payments if the
requisite consents are not obtained or the other conditions to the
Consent Solicitation are not satisfied or waived on or before the
Expiration Date.

Unless the Consent Solicitation is terminated by the Company for
any reason before the Supplemental Indenture is executed, on the
terms and subject to the conditions of the Consent Solicitation,
the amendments will become operative upon the execution of the
Supplemental Indenture.

As reported by the TCR 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 $47.5 million of mortgage debt, notes
payable and credit facilities scheduled to mature and
$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 $350.0 million revolving
credit facility with Bank of America N.A.

The Super Bridge Loan is a $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 $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 $3,434,106,000 in total assets,
including $28,514,000 in cash and cash equivalents and $9,678,000
in marketable securities; against $1,896,991,000 in total
liabilities and $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.


CHANA TAUB: Bankruptcy Court Will Decide Who Owns What
------------------------------------------------------
WestLaw reports that a bankruptcy court would not exercise its
discretion to permissively abstain from hearing an adversary
proceeding brought by an individual Chapter 11 debtor against her
estranged husband, not only to obtain turnover of rents that he
had collected from properties in which she had an interest on the
petition date, of a kind included in the bankruptcy estate, but to
enjoin him from interfering with the debtor's management of other
estate assets.  The "core" nature of the claims asserted, the
state court's inability to provide the debtor with the bankruptcy-
specific relief that she requested, and the close relationship
that existed between the proceeding and the main bankruptcy case
all weighed in favoring of the court's retaining jurisdiction.  It
was not determinative that the debtor's bankruptcy filing and
commencement of the adversary proceeding in bankruptcy court,
after having previously sought the recusal of the four state court
judges assigned to the matrimonial action, provided some evidence
of forum shopping by the debtor.  In re Taub, --- B.R. ----, 2009
WL 2512805 (Bankr. E.D.N.Y.).

Chana Taub brought an adversary proceeding (Bankr. E.D.N.Y. Adv.
Pro. No. 09-1170) against her estranged husband seeking  turnover
and an accounting of rents that she alleges were improperly
collected by him from certain properties that she claims to own,
as well as injunctive relief against Mr. Taub restraining him from
collecting rents and requiring him either to vacate or to pay rent
on an apartment that he occupies in a building that she claims to
own.  Mr. Taub denies her allegations and argued that this
equitable distribution should be resolved in divorce court.  The
Debtor and Mr. Taub have been engaged in contentious and
acrimonious litigation, including two divorce actions, in the New
York state courts since 2005.  The Debtor commenced a divorce
action against Mr. Taub in the Supreme Court, Kings County, on
June 17, 2005, that was dismissed after a jury trial on March 27,
2007.  During the pendency of the First Divorce Action, three of
the four judges to whom the matter was assigned recused
themselves.  Soon after dismissal of the First Divorce Action, in
May 2007, the Debtor commenced a Second Divorce Action in Supreme
Court, New York County, and this action was subsequently
transferred to the Supreme Court, Kings County.

Last week, the Troubled Company Reporter reported that Judge Stong
decided that she would abstain from hearing fraudulent conveyance
claims Mrs. Taub asserts against Mr. Taub and his two daughters
from a prior marriage in a separate adversary proceeding (Bankr.
E.D.N.Y. Adv. Pro. No. 09-1027).

Chana Taub filed a chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-44210) on July 1, 2008, and is represented by Dennis W. Houdek,
Esq., in Manhattan.


CHINA HEALTH: Dr. Kenneth Lee Appointed as CEO
----------------------------------------------
China Health Care Corporation reports that on September 25 Dr.
Kenneth K. Lee was appointed as the Chief Executive Officer for
the Company effective immediately.

Doctor Xiu-Shang Cheng was appointed as the Executive Chairman for
the Company effective immediately.

Effective immediately, Faith Lam resigned as the Company's Acting
Chief Executive Officer, Mr. Lam will continue as Vice President
(Accounting & Procurement) and Acting Chief Financial Officer.

Dr. Lee -- M.D. (USA), MBA (USA), MPH (USA), CMCM (USA), CPE
(USA), FAAFP (USA) -- has 20 plus years of senior healthcare
experiences from the various sectors of the healthcare industry in
the U.S.A and P.R.C. Dr. Lee's M&A experiences started with LBO of
a U.S. single specialty group practice and eventual growth and
strategic vertical integration with the seventh largest faith
based hospital system in USA to form a 125-physicians Integrated
Delivery System Primary Care Network.  Dr. Lee is also experienced
in small hospital start-up in Asia through his tenure as the Chief
Operating Officer for University Hospital in Macao whereby he
commissioned the Western medicine division.  Dr. Lee's other USA
senior hospital experiences included serving as the Board of
Managers for Northern Ohio Alliance for Health, Ltd, an eleven
hospitals coalition in Northwestern Ohio, to provide managed care
leadership.

Before joining UPMG and served as the Chief Operating Officer, he
was the Founder and Chief Executive Officer of American-Sino
Internationalization Consulting and Managing, Ltd, a PRC WOFE.  He
also served as Medical Director of Huashan Hospital American-Sino
OB/GYN Services in Shanghai and Senior Management Consultant for
ASOG in Beijing.  Prior to moving to China, he was the Regional
Care Management Medical Director for United Health Group, the
largest USA health insurance company.  Dr. Lee is further
experienced in training international physician to American
standard of care through his tenure as the Director of accredited
residency training program in Chicago with the Resurrection
Healthcare System.

Dr. Lee is board certified in Family Medicine, Medical
Administration and Managed Care in the United States.  Dr. Lee
obtained his medical degree from Medical University of Ohio and
his dual Master degrees in business administration and public
health from University of South Florida.

Doctor Xiu-sheng Cheng -- B.M. (P.R.C. Fudan), MBA (P.R.C. Fudan)
-- has over 26 years of China healthcare experiences in clinical
medicine, healthcare administration and management for various
hospitals, health bureau administrative organizations and medical
foundations.  Prior to 2003, he was the Executive Vice Secretary-
General and one of the Founders of International Medical Network
Center of the China Medical Foundation whereby he put together a
national network of 280 Chinese hospitals.  Doctor Cheng was also
the Deputy General Manager of Shanghai Distance Learning Medical
Network Co., Ltd., and the Information Center of Shanghai Health
Bureau. Doctor Cheng was the Vice President of American Brother
Industrial Co., Ltd. and concurrent board member and Vice
President of Shanghai Huawang Technic & Trade Co., Ltd.  In the
early 1990s, he undertook the positions of Doctor-in-charge and
Deputy Director in Health Bureau administrative organizations and
Class3A hospitals.

Doctor Cheng graduated from the top Fudan University in Shanghai
with a Bachelor degree of Social Medicine and Healthcare
Administration and a MBA degree of Healthcare Economics.

There are no family relationships with Dr. Lee or Mr. Cheng or any
of the Company's other directors and officers.

The Company has not been a party to any transaction, proposed
transaction, or series of transactions in which the amount
involved exceeds the lesser of $120,000 or 1% of the average of
the company's total assets at year end for the last two completed
fiscal years and in which, to the Company's knowledge, Dr. Lee or
Mr. Cheng has had or will have a direct or indirect material
interest.

                      About China Health Care

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

China Health Care's balance sheet at June 30, 2009, showed total
assets of $1.47 million and total liabilities of $7.06 million,
resulting in a stockholders' deficit of about $5.59 million.


CHINA HEALTH: Cancels Registration of Common Stock
--------------------------------------------------
China Health Care Corporation filed with the Securities and
Exchange Commission a Form 15 to cancel the registration of its
common stock.

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

China Health Care's balance sheet at June 30, 2009, showed total
assets of $1.47 million and total liabilities of $7.06 million,
resulting in a stockholders' deficit of about $5.59 million.


CINCINNATI BELL: Offers $500 Mil. of 8.25% Senior Notes Due 2017
----------------------------------------------------------------
Cincinnati Bell Inc. is offering $500,000,000 aggregate principal
amount of notes due October 15, 2017.  The notes will bear
interest at a rate of 8.25% per annum, payable semi-annually on
April 15 and October 15, and the first interest payment date will
be April 15, 2010.

The 8-year notes were priced at 98.562% of par to yield 8.5%,
resulting in net proceeds to Cincinnati Bell of $482.8 million
after deducting underwriting discounts and commissions.  The net
proceeds of the offering will be used to call the company's
outstanding 7-1/4% Senior Notes due 2013 in an amount of $440
million plus accrued interest and call premium, as well as for
other general corporate purposes.

The company expects the issuance and delivery of the senior notes
to occur on October 5, 2009, subject to customary closing
conditions.  The senior notes were offered pursuant to an
automatic shelf registration statement on Form S-3 filed on
September 30, 2009, with the Securities and Exchange Commission.

Morgan Stanley acted as the Lead Bookrunning Manager for the
senior note offering.  The underwriters are:

                                             Principal
     Underwriters                            Amount of Notes
     ------------                            ---------------
     Morgan Stanley & Co. Incorporated          $170,000,000
     Banc of America Securities LLC               67,500,000
     Barclays Capital Inc.                        67,500,000
     Deutsche Bank Securities Inc.                67,500,000
     RBS Securities Inc.                          67,500,000
     PNC Capital Markets LLC                      30,000,000
     Wells Fargo Securities, LLC                  30,000,000
                                             ---------------
          TOTAL                                 $500,000,000

A full-text copy of the prospectus supplement is available at no
charge at http://ResearchArchives.com/t/s?4620

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4621

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

As of June 30, 2009, Cincinnati Bell had $2.00 billion in total
assets and $2.63 billion in total liabilities, resulting in a
$623.7 million in shareowners' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on October 2, 2009,
Fitch Ratings has assigned a 'BB-/RR3' rating to Cincinnati Bell's
proposed offering of $500 million of senior unsecured notes due
2017.  The company's Issuer Default Rating is 'B+'.  The Rating
Outlook is Stable.

Standard & Poor's Ratings Services assigned a 'B+' issue-level and
a '3' recovery rating to Cincinnati Bell's $500 million senior
notes due 2017.  The '3' recovery rating indicates expectations
for meaningful (50%-70%) recovery in the event of a payment
default.  In addition, S&P affirmed all ratings on CBI, including
the 'B+' corporate credit rating.  The outlook is stable.

Moody's Investors Service assigned a Ba3 rating to Cincinnati
Bell's $500 million senior unsecured notes offering.  Moody's
notes that the company has been addressing its debt maturities
over the past two years, and in the future is likely to take out
more debt coming due over the intermediate term.  In this regard,
Moody's highlights the fact that the company's debt ratings,
including the Ba3 rating assigned to the senior unsecured notes,
are subject to potential near-term variability given the close
proximity of the underlying expected loss assumption to the
breakpoint under Moody's Loss Given Default framework.  This is
particularly true if the company raises more senior unsecured debt
in the future or reduces the proportion of subordinated debt in
its capital structure, thereby altering the underlying mix of
capital and reducing the implicit recovery cushion provided to
senior unsecured creditors and placing downward pressure on
ratings for the senior unsecured notes.


CIT GROUP: Little Bear Wants More for Sub Debt Holders
------------------------------------------------------
Little Bear Investments LLC, which owns CIT Group, Inc.
debentures, approves of CIT Board of Directors and Steering
Committee of the Offering Memorandum, Disclosure Statement and
Solicitation of Acceptances of a Prepackaged Plan of
Reorganization.  The Bond Exchange is designed to reduce the
direct and indirect unsecured debt in CIT by approximately $5.7
billion.  To accomplish this, the Bond Exchange offers certain
bondholders the right to exchange existing unsecured bonds for new
secured bonds plus additional consideration consisting of new
shares of preferred stock.

"We applaud both the intent to reduce outstanding indebtedness
outside of bankruptcy court as well as the innovative structure
CIT attempts to put in place to accomplish this task.  However, we
are deeply concerned with the consideration being offered three
classes of Old Notes," commented Zachary Prensky, Managing
Director of Little Bear.

Specifically, the 12.00% Subordinated Notes due December 18, 2018
(Cusip #s 125581FS2, 125581FS2) and the 6.10% Junior Subordinated
Notes due March 15, 2067 (Cusip #125577AX4) are being offered
absolutely zero New Notes and only a small amount of New
Preferred.

"The Bond Exchange attempts to extinguish approximately $5.7
billion in indebtedness.  In order to do so, over one hundred
classes of debt are being asked to take a write down of 10 - 30%
of the face value of their debt.  However, holders of Sub Debt are
being asked to voluntarily surrender 100% of their valid, existing
claim against CIT solely in consideration of a small amount of New
Preferred whose ultimate recovery or liquidating value is unknown.
Furthermore, of the $5.7 billion in indebtedness CIT is attempting
to extinguish, the Sub Debt comprises $1.89 billion, or
approximately one third of the proposed extinguishment.  In our
opinion, this is extremely unfair to the Sub Debt holders and
needs to be adjusted in order to ensure our full participation in
the Bond Exchange."

Little Bear intends to hold a conference call October 6 at 4:30
p.m. EDT with other owners of Sub Debt to discuss in more detail
our opinions regarding the Bond Exchange.  Bondholders who wish to
participate on this call are kindly asked to pre-register by
emailing their name and affiliation to Bondholders@LittleBear.us.
You can then participate by dialing (866) 939-8416 and use
participant code# 8865161.  International callers are asked to
dial (678) 302-3532 and use the same participant code.

"We look forward to having a constructive discussion with the
Committee regarding ways in which the offer to the Sub Debt can be
adjusted such that the Bond Exchange is a success for all
parties," stated Mr. Prensky.

                         Restructuring Plan

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

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

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

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

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

                       About CIT Group Inc.

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

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


CIT GROUP: Debt-Exchange Offer May be Insufficient, Analysts Say
----------------------------------------------------------------
Karen Brettell and Dan Wilchins at Reuters report that CIT Group
Inc.'s debt-exchange offer, which is aimed at cutting debt by at
least $5.7 billion, may not avert the Company's bankruptcy.

Citing analysts, Reuters relates that for a company with
$71 billion of assets supported by less than $3 billion of equity,
that may not be enough extra capital.  "We question whether CIT is
improving its profile enough," Reuters quoted CreditSights
analysts as saying.  The analysts said that the reduced debt may
appease regulators at the Federal Reserve, but wouldn't likely
allow CIT to fund itself in the corporate bond market or achieve
investment grade credit ratings.

Reuters notes that the longer it takes CIT to turnaround, the
harder it will be to wring the maximum return possible from its
assets, and the plan CIT that has put forward could take a long
time to complete.  The report quoted BNP Paribas trading sector
specialist trading sector specialist as saying, "In the meantime
what happens in a plan like this is the balance sheet
deteriorates."

According to Reuters, CIT said that holders of $10 billion in debt
have already said that they will participate in the exchange or
vote for the prepackaged bankruptcy, a number which CRT Capital
Group senior analyst Kevin Starke says isn't enough.

Citing a person familiar with the matter, Mike Spector and Kate
Haywood at The Wall Street Journal report that CIT's offered deal
pits different bondholders against each other and would see some
of the Company's current board replaced.  According to the report,
the source said that calls have been put out to potential
candidates.

                         Restructuring Plan

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

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

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

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

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

                          About CIT Group

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

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


CIT GROUP: Seeking Up to $7 Billion Loan for Bankr. Option
----------------------------------------------------------
Reuters reports that CIT Group is seeking an up to $7 billion
debtor-in-possession loan, which suggests that the prospects for a
positive resolution, even on a minimal scale, on the Company's
current status are growing even more distant.  Citing people
familiar with the matter, Reuters states that CIT will get the
loan if its planned debt exchange offer fails and it files for
prepackaged bankruptcy.  The sources said that CIT will finalize
the loan over the next few days, if it has to file for bankruptcy,
according to Reuters.

                         Restructuring Plan

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

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

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

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

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

                          About CIT Group

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

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


CIT GROUP: Moody's to Downgrade ABS Transactions if CIT Files
-------------------------------------------------------------
A Moody's special comment published discusses the implications of
a possible bankruptcy of the CIT Group Inc. on sixteen ABS
transactions where CIT, through its subsidiaries, acts as the
servicer, master servicer, administrator, or servicing
administrator.  The special comment describes the risks associated
with servicing disruption, presents a framework which Moody's will
employ to evaluate the likelihood and extent of servicing
disruption in the affected transactions, and summarizes Moody's
current view of strengths and concerns around servicing disruption
risk in CIT-serviced ABS.  The asset classes covered in the report
are equipment leases, small business loans, student loans, and
aircraft leases.

On July 15, nine of these securitizations were placed under review
for possible downgrade in connection with the downgrade of the
company's long-term rating.  The review for downgrade reflected
the increased risk of a near-term bankruptcy filing by CIT, based
on its current rating of Ca, and the related servicer disruption
risk.

In general, the bankruptcy of a servicer may disrupt its
operations, with possibly detrimental effects on serviced ABS.
For example, the servicer's employees may lack proper motivation
or seek employment elsewhere, disrupting normal workflow.
Collection activities may stall.  Also, access to the funds that
are available in trust accounts may be delayed, and the available
funds may not be distributed to the noteholders in a timely
fashion if the servicer is unable to instruct the trustees to make
the payment.

Among the key factors that Moody's considers to assess the
magnitude of servicing-related risks in the transactions are:

1.  Role of the Servicer.  The servicer is generally responsible
    for invoicing the borrowers, performing pre- and post-default
    collections, and repossessing and remarketing the assets
    collateralizing defaulted receivables.  In addition, the
    servicer may also act as the custodian, calculation agent, and
    cash manager in the transactions.  The broader the role of the
    servicer, the greater the extent of a possible disruption.

2.  Servicing Platform Durability.  The likelihood that the
    servicing platform for the specific asset will survive a CIT
    bankruptcy, which is a function of the platform's scale and
    profitability.

3.  Successor Servicer Provisions.  The presence and terms of a
    back-up servicing arrangement, and whether in the absence of
    such agreement the trustee is willing and able to either
    perform the servicing duties or find a replacement servicer in
    a timely fashion.

4.  Ease of Servicing Transfer.  The transfer can be easier to
    execute if the number of assets to be transferred is small,
    the servicing tasks involved are not highly specialized, the
    servicing platform is standardized, and a number of other
    companies (possible successor servicers) engage in third party
    servicing for the asset.

5.  Assets' Sensitivity to Servicing Disruption.  Some assets are
    more servicing-intensive than others, and some borrowers may
    be more predisposed to pay timely in the absence of a monthly
    statement than others.

6.  Control of Funds and Commingling.  Securitizations where the
    borrowers make payments directly to a trust account, rather
    than to the servicer, may be better positioned in a servicer
    bankruptcy.  Conversely, the longer the servicer can delay the
    remittance of collections to the securitizations, the greater
    the risk that the timely payment flow on the related
    securities may be disrupted.

7.  Liquidity.  A sizeable reserve account and the ability to use
    principal collections to pay interest on the notes can help
    mitigate the risk of payment delays.  However, even if the
    trust's internal liquidity is sufficient, when the paying
    agent relies on the servicer for instructions on
    distributions, the noteholders may still not receive their
    payments on time upon a servicer bankruptcy.

8.  Credit Enhancement.  The higher the credit enhancement,
    compared to the expected level of losses, the higher the
    protection for a given class against an increase in
    delinquencies and losses.

During the ratings review period for CIT's ABS transactions,
Moody's will continue to evaluate the balance of the risks and
mitigants with respect to servicer disruption.


CITIZENS REPUBLIC: Moody's Confirms 'B2' Long-Term Issuer Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the B2 long-term issuer rating
of Citizens Republic Bancorp, Inc., and the long-term ratings of
its lead bank, Citizens Bank, Michigan (bank financial strength of
D-, deposits of Ba3, issuer and other senior obligations of B1).
At the same time, Moody's upgraded Citizens' subordinated debt
rating to B3 from Caa2, but continued the review with direction
uncertain on the Caa2 trust preferred securities rating of
Citizens Funding Trust I.  The outlook on Citizens and its lead
bank is negative.

The rating actions follow the completion of Citizens' offer to
exchange common stock for holding company subordinated debt and
trust preferred securities.

The confirmation of Citizens' ratings reflects Moody's view that
the exchange improved Citizens' capital structure.  As a result,
Citizens' capital base is appreciably larger, putting the company
in a better position to absorb heightened credit costs in the near
to medium term.  Nonetheless, given the ongoing economic
deterioration in Michigan, where Citizens is concentrated, Moody's
believes that credit costs stemming from Citizens' loan portfolios
will continue to result in ongoing net losses, therefore
pressuring the firm's capital metrics.

The upgrade of Citizens' subordinated debt rating reflects Moody's
view that Citizens' improved capital position reduces the risk of
loss for the remaining subordinated debt holders.

Regarding the Caa2 rating of Citizens' trust preferred securities,
Moody's said the continued review with direction uncertain will
focus on the risk that Citizens may be required to defer dividends
as a condition for obtaining capital from the U.S. Treasury
through the Capital Assistance Program.

The negative outlook on Citizens and its lead bank reflects the
risk that a more severe and/or protracted economic downturn in
Michigan than is currently expected could put additional pressure
on Citizens' capital position.

Moody's last rating action on Citizens was on August 3, 2009 when
Moody's downgraded the ratings of Citizens (issuer rating to
B2/Not-Prime from Baa3/Prime-3, subordinated debt to Caa2 from
Ba1) and its subsidiaries, including its lead bank, Citizens Bank,
Michigan (bank financial strength to D- from C-, deposits to
Ba3/Not-Prime from Baa2/Prime-2), and Citizens Funding Trust I
(trust preferred securities to Caa2 from Ba1).  Following the
August 3 downgrade, subordinated debt and trust preferred ratings
remained under review, direction uncertain.  All of Citizens'
other ratings remained under review for possible downgrade.

Citizens Republic Bancorp, Inc., is headquartered in Flint,
Michigan, and reported assets of $12.3 billion at June 30, 2009.

Upgrades:

Issuer: Citizens Republic Bancorp, Inc.

  -- Subordinate Regular Bond/Debenture, Upgraded to B3 from Caa2

Outlook Actions:

Issuer: Citizens Bank, Michigan

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citizens Republic Bancorp, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Citizens Bank, Michigan

  -- Bank Financial Strength Rating, Confirmed at D-
  -- Issuer Rating, Confirmed at B1
  -- OSO Senior Unsecured OSO Rating, Confirmed at B1
  -- Senior Unsecured Deposit Rating, Confirmed at Ba3

Issuer: Citizens Republic Bancorp, Inc.

  -- Issuer Rating, Confirmed at B2


CLAIRE'S STORES: Bank Debt Trades at 26% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 74.42 cents-
on-the-dollar during the week ended Oct. 2, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.58 percentage
points from the previous week, The Journal relates.  The loan
matures on May 29, 2014.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa2 rating while it carries Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 2,
among the 145 loans with five or more bids.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

As stated by the Troubled Company Reporter on Sept. 14, 2009,
Claire's Stores, Inc., reported a net loss of $3.733 million for
the three months ended Aug. 1, 2009, from a net loss of $16.93
million for the three months ended Aug. 2, 2008.  The Company
reported a net loss of $32.75 million for the six months ended
Aug. 1, 2009, from a net loss of $52.50 million for the six months
ended Aug. 2, 2008.

At Aug. 1, 2009, the Company had $2.85 billion in total assets;
and $190.73 million in total current liabilities and $2.72 billion
in total long-term and other liabilities, resulting in
$60.10 million in stockholders' deficit.


COMMUNITY HEALTH: Bank Debt Trades at 6.6% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
93.40 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.75
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 225 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. 2,
among the 145 loans with five or more bids.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The Company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.

As reported by the TCR on July 10, 2009, Fitch Ratings has
affirmed Community Health's Issuer Default Rating at 'B', with a
"stable" outlook.


CONEXANT SYSTEMS: Raises $18.4MM Through Issuance of 7MM Shares
---------------------------------------------------------------
Conexant Systems, Inc., on September 24, 2009, announced the
pricing of an underwritten public offering of 7.0 million shares
of its common stock at a price to the public of $2.85 per share.
Conexant has granted the underwriter a 30-day option to purchase
up to an additional 1.05 million shares of its common stock to
cover over-allotments, if any.

Conexant expects to receive net proceeds, after deducting the
underwriting discount and estimated offering expenses, of
approximately $18.4 million from the offering, or $21.2 million if
the underwriter exercises its over-allotment option in full.
Oppenheimer & Co. Inc. is the sole underwriter of the offering.
The offering was expected to close September 29, 2009, subject to
customary closing conditions.

Conexant intends to use the net proceeds of the offering for
general corporate purposes including, but not limited to,
repaying, redeeming, or repurchasing existing debt, and for
working capital, capital expenditures, and acquisitions.

On September 24, 2009, Conexant entered into an Underwriting
Agreement with Oppenheimer.  The Underwriting Agreement provides
for the sale of 7,000,000 shares of the Company's common stock,
par value $0.01 per share, to Oppenheimer at $2.69325 per share.
The price to the public is $2.85 per share.  In addition, the
Company granted Oppenheimer a 30-day option to purchase an
additional 1,050,000 shares of common stock solely to cover over-
allotments.

The securities are being offered by Conexant pursuant to a
registration statement on Form S-3 previously filed and declared
effective by the Securities and Exchange Commission.  The offering
may be made only by means of the preliminary prospectus supplement
and the related prospectus relating to the proposed offering,
copies of which may be obtained, when available, from Oppenheimer
& Co. Inc., Attention: Syndicate Prospectus Department, 300
Madison Avenue, 5th Floor, New York, NY, 10017, by telephone at
(212) 667-8563, or via email at EquityProspectus@opco.com

On September 23, the Company filed a Registration Statement to
register an additional $4,000,000 of common stock, par value $0.01
per share.  A copy of the Form S-3 Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?460c

On September 24, the Company filed a prospectus supplement in
connection with its offering of 7,000,000 shares of common stock.
A copy of the prospectus supplement is available at no charge at:

               http://ResearchArchives.com/t/s?460d

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel.

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


CONEXANT SYSTEMS: Unveils Results of Tender Offer for 2010 Notes
----------------------------------------------------------------
Conexant Systems, Inc., on Wednesday announced the results and
proration of its cash tender offer to purchase up to $73 million
aggregate principal amount of its floating rate senior secured
notes due November 2010.  The offer commenced on Aug. 26, 2009,
and expired at 5:00 p.m. Eastern time on Sept. 24, 2009.

The tender offer was oversubscribed and on September 30, 2009,
Conexant purchased $73 million of the Notes on a pro rata basis.

In a separate transaction on September 29, 2009, the Company
completed the purchase of an additional $7 million of its floating
rate senior secured notes in a private transaction.

An aggregate principal amount of $133.086 million of the notes was
tendered in the offer.  The aggregate principal amount of the
notes to be purchased in the offer was not to exceed $73 million.
As such, the company accepted for purchase approximately 54.9% of
the notes validly tendered, and not validly withdrawn pursuant to
the offer on a pro rata basis.  Notes not accepted for purchase
will be promptly returned to the tendering holder or, if tendered
through the facilities of the Depository Trust Company, credited
to the relevant account at DTC, in accordance with their
procedures.  The settlement date for the tender was Sept. 30,
2009.

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel.

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


CONNECTICUT SCHOOL: Reopens, Resumes Classes After March Closure
----------------------------------------------------------------
Eileen Smith at Courier-Post reports that The Connecticut School
of Broadcasting has reopened, less than five months after an
abrupt closing.  CSB campus coordinator Dan Fritz said that
courses for full- and part-time students started in September, the
report states.

The Connecticut School of Broadcasting -- http://www.gocsb.com/en/
-- is a national career college based in Farmington, Connecticut,
United States with a focus on Television and Radio certification
and training in areas such as television anchoring, commercial
radio performance and journalism including production.

The TCR reported on March 23, 2009, that The Connecticut School of
Broadcasting filed for bankruptcy on March 6, 2009, in Boston and
closed earlier in March, after its primary lender removed funds
from its bank accounts.  CSB then suspended classes at all of its
schools in 16 states.  Attorney General Richard Blumenthal worked
with CSB to present to the bankruptcy court a plan to continue the
suspended classes.  CSB officials said that the court already
approved that plan.


CONSTELLATION BRANDS: Bank Debt Trades at 3% Off
------------------------------------------------
Participations in a syndicated loan under which Constellation
Brands, Inc., is a borrower traded in the secondary market at
97.27 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.70
percentage points from the previous week, The Journal relates.
The loan matures on May 11, 2013.  The Company pays 150 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. 2,
among the 145 loans with five or more bids.

Headquartered in Fairport, New York, Constellation Brands, Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in the U.K.,
Australia, Canada, New Zealand, and Mexico.

Barton Brands Ltd. is the spirits division of Constellation
Brands, Inc., is a producer, importer and exporter of a wide range
of spirits products, including brands such as Black Velvet
Canadian Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

As reported by the TCR on May 8, 2009, Fitch Ratings has affirmed
its 'BB-' issuer rating on Constellation Brands and revised the
Rating Outlook to Stable from Negative.


COOPER-STANDARD: Committee Wants FTI as Financial Adviser
---------------------------------------------------------
In an application filed before the U.S. Bankruptcy Court for the
District of Delaware, the Official Committee of Unsecured
Creditors in Cooper-Standard Holdings Inc.'s cases seeks approval
to retain FTI Consulting Inc. to provide financial advisory
services.

"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: CSA Canada Proposes $1.5 Mil. for Cooper Saiyang
-----------------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. sought and obtained
approval from the Ontario Superior Court of Justice to provide a
US$1.5 million loan to Cooper Saiyang Wuhu Automotive Co. Ltd.

Cooper Saiyang is a China-based joint venture between CSA Canada
and Zhejiang Saiyang Seal Products Co.  CSA Canada owns 90% of
the joint venture through its unit CSA (Barbados) Investment Co.
Ltd., while Zhejiang owns the remaining 10%.

The US$1.5 million loan will be used to fund the launching of
Cooper Saiyang's automotive parts supply programs including
Chevrolet Malibu and Buick LaCrosse vehicles.  The launching
requires the Chinese unit to incur capital expenditures like
extrusion lines and finishing equipment.

"[Cooper Saiyang] has made commitments with its customers to meet
certain milestones and time lines to ensure that its customers'
vehicle productions are successfully met," said CSA Canada's
lawyer, Jay Swartz, Esq., at Davies Ward Phillips & Vineberg LLP,
in Toronto, Ontario.

"The consequences of not meeting such milestones and time lines
with its customers will have a damaging effect on [Cooper
Saiyang's] ability to obtain future programs," Mr. Swartz said in
a court filing.

RSM Richter Inc., the firm appointed by the Canadian Court to
monitor CSA Canada's assets, expressed support for the approval
of the proposed funding.

"The customers [Cooper Saiyang] serves are each critical to the
long term growth strategy in China, as each has a significant
market share in the growing passenger vehicle market.  These
customers are strategic in every geographic region that Cooper
Group conducts business and are pivotal in the future business
prospects of Cooper," RSM said in its September 21 monitor
report.

Cooper Saiyang reported sales of $8 million and a net loss of
$4.2 million in 2008.  For the period January 1 to June 30, 2009,
the company had sales of $7.3 million and a net loss of
$2.3 million.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: CSA Canada Seeks to Invest $2 Mil. in CS Jingda
----------------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. sought and obtained
approval from the Ontario Superior Court of Justice to invest an
additional US$2 million in a China-based joint venture, Cooper-
Standard Jingda (Jingzhou) Automotive Co. Ltd.

CSA Canada said the investment is necessary to fund the
construction of CS Jingda's facility in China and the purchase of
equipment to start its operations.  The facility would fabricate
steel tube products for customers including domestic Chinese
manufacturers and other North American joint ventures once the
construction is completed.

The total investment of cash and assets required to start the
operations is estimated to be about $13 million, with $5 million
coming from CSA Canada, $6 million from its joint venture partner
Hubei Jingda Precision Steel Tube Industry Co. Ltd., and an
additional $2 million which will likely be financed in China.

"The Jingda (Jingzhou) venture is important for Cooper's growth
strategy in China because these tube lines will allow it to
compete using a vertically integrated manufacturing process
instead of purchasing body tubes from a competitor," said CSA
Canada's lawyer, Jay Swartz, Esq., at Davies Ward Phillips &
Vineberg LLP, in Toronto, Ontario.

RSM Richter Inc., the firm appointed by the Canadian Court to
monitor CSA Canada's assets, supported the approval of the
proposed investment.  In its September 21 monitor report, the
firm said the joint venture is an important component of Cooper
companies' global growth strategy of producing and servicing
local developing markets.

                       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)


COYOTES HOCKEY: Likely to Leave Arizona, Analysts Say
-----------------------------------------------------
Ben Klayman at Reuters reports that analysts believe that Phoenix
Coyotes is likely to leave Arizona because it hasn't turned a
profit since 1996, even though Jim Balsillie doesn't plan to
appeal the bankruptcy court's rejection of his bid to transfer the
team to Canada.

"Under what set of circumstances could this thing possibly stay in
Glendale?" said a sports banker, who asked not to be named because
he has done business with NHL teams.

"This team is worth less than zero in Phoenix," Reuters quoted a
sports banker as saying.

Phoenix Coyotes is guaranteed one more year in Arizona, says
Reuters.

The Associated Press states that Glendale, Arizona officials are
confident that Phoenix Coyotes, the main tenant at Jobing.com
Arena would remain in Arizona.  Citing Glendale Mayor Elaine
Scruggs, The AP says that he believes the National Hockey League
will become the owner of the team and that it will start the path
to restoring the team's ability to function and grow.  According
to the report, Mayor Scurggs said that the battle over the Coyotes
has been harmful to the team and has caused great anxiety.

Kevin Allen at USA Today relates that Phoenix Coyotes is now
focusing on ticket sales.  According to the report, Phoenix
Coyotes discounted ticket prices for the October 10 home opener
versus the Columbus Blue Jackets and will hand out white T-shirts
to fans.  

Phoenix Business Journal states that Phoenix Coyotes has reached a
deal with Fox Sports Arizona to televise 50 games this season.
Fox Sports Arizona, says the report, will air 22 home and 28 road
games for the 82-game season.  According to the report, the TV
schedule includes:

     -- the October 3 season opener against the Los Angeles Kings;
     -- an October 22 home game against the Detroit Red Wings; and
     -- a January 30 home game against the New York Rangers.

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


CROCS INC: Obtains $30 Million Revolving Loan From PNC Bank
-----------------------------------------------------------
Crocs, Inc., and its subsidiaries, Crocs Retail, Inc., Crocs
Online, Inc., Ocean Minded, Inc., Jibbitz, LLC and Bite, Inc., on
September 25, 2009, entered into a Revolving Credit and Security
Agreement with PNC Bank, National Association, as lender and agent
for the lenders under in the Credit Agreement from time to time.

The Credit Agreement provides for an asset-backed revolving credit
facility of up to $30 million in total to the Borrowers, which
includes a $17.5 million sublimit for borrowings against
Borrowers' eligible inventory, a $2 million sublimit for
borrowings against Borrowers' eligible inventory in-transit, and a
$4 million sublimit for letters of credit, subject to customary
reserves and reductions to the extent of changes in the Company's
asset borrowing base.  Borrowings under the Credit Agreement may
be used for fees and expenses related to the loan transaction
itself, working capital needs and to reimburse drawings under the
letters of credit.

Borrowings under the Credit Agreement bear interest at the
Revolving Interest Rate.  The Revolving Interest Rate is defined
in the Credit Agreement as an interest rate per annum equal to (i)
the sum of the Alternate Base Rate plus 2% with respect to
domestic rate loans and (ii) the sum of 3.50% plus the greater of
(a) the Eurodollar rate, and (b) 1.50% with respect to Eurodollar
rate loans, as applicable.  The Alternate Base Rate is defined as
a rate per annum, for any day, equal to the higher of (i) the
Bank's published reference rate or, (ii) the Federal Funds Open
rate in effect on such day plus 0.50% and (iii) the sum of the
Daily LIBOR Rate in effect on such day plus 1.0%.  The Credit
Agreement requires monthly interest payments with respect to
domestic rate loans and at the end of each interest period with
respect to Eurodollar rate loans.

The Credit Agreement will mature on September 25, 2012.  The
Borrowers may terminate the Credit Agreement at any time prior to
the maturity date upon 90 days' prior written notice and upon
payment in full of all outstanding obligations under the Credit
Agreement.  If the Borrowers terminate the Credit Agreement within
the first three years after the date on which the Credit Agreement
is entered into, the Borrowers must pay a specified early
termination fee.  The Credit Agreement requires the Borrowers to
prepay borrowings under the Credit Agreement in the event of
certain dispositions of property.

Borrowings under the Credit Agreement are secured by all of the
assets of the Borrowers, including all receivables, equipment,
general intangibles, inventory, investment property, subsidiary
stock, and leasehold interests of the Borrowers.  In addition,
certain subsidiaries of the Company guaranty the obligations of
the Borrowers and grant security interests to Bank in certain
subsidiary stock and intellectual property owned by such
subsidiary guarantors.

The Credit Agreement contains certain customary restrictive and
financial covenants, including without limitation, (a) covenants
requiring the Borrowers to (i) pay certain fees; (ii) maintain a
tangible net worth in the amount not less than $266 million,
measured at the end of each fiscal quarter; and (iii) maintain, at
the end of each fiscal quarter, a fixed charge coverage ratio of
not less than 1.1 to 1.0; and (b) covenants prohibiting the
Borrowers from (i) entering into certain merger, consolidation or
other reorganization transactions with, or acquiring all or a
substantial portion of the assets or equity interests of, any
person or entity; (ii) selling, leasing or transferring any of its
properties or assets, with certain exceptions, including sales of
inventory in the ordinary course of business; (iii) creating
certain liens on any of its properties or assets; (iv) making any
capital expenditure in excess of $35 million during the year
ending December 31, 2009, and $50 million during each of the years
ending December 31, 2010, and December 31, 2011; (v) declaring,
paying or making any dividend or distribution; or (vi) creating,
incurring or assuming additional indebtedness, in each case
subject to certain exceptions.

The Credit Agreement contains customary events of default.  If an
event of default under the Credit Agreement occurs and is
continuing, then the Bank may declare any outstanding obligations
under the Credit Agreement immediately due and payable and the
Bank shall have the right to terminate the Credit Agreement.  In
addition, if any order for relief is entered under bankruptcy laws
with respect to the Company, then any outstanding obligations
under the Credit Agreement will be immediately due and payable.

A full-text copy of the Revolving Credit and Security Agreement,
dated September 25, 2009, by and among Crocs, Inc., Crocs Retail,
Inc., Crocs Online, Inc., Ocean Minded, Inc., Jibbitz LLC, Bite,
Inc., and PNC Bank, N.A., is available at no charge at:

                http://ResearchArchives.com/t/s?462a

                          About Crocs Inc.

Based in Niwot, Colorado, Crocs Inc. (NASDAQ: CROX) designs and
sells a broad offering of footwear, apparel, gear and accessories
that utilize proprietary closed cell-resin, called Croslite.  The
Company sells Crocs-branded products throughout the U.S. and in
128 countries, through domestic and international retailers and
distributors and directly to end-user consumers through its
webstores, Company-operated retail stores, outlets and kiosks.

                        Going Concern Doubt

Deloitte & Touche LLP, in Denver, Colorado, has raised substantial
doubt about Croc's ability to continue as a going concern.

As reported by the Troubled Company Reporter on August 11, 2009,
the Company continues to re-evaluate its operating plans for 2009
and beyond, and has undertaken certain restructuring and right-
sizing activities to address the potential for continued decreases
in revenues.  The Company's ability to continue as a going concern
is dependent upon achieving a cost structure which supports the
levels of revenues the Company is able to achieve.  There can be
no assurance that any actions taken by the Company will result in
a return to profitability.

As of June 30, 2009, the Company had $437.5 million in total
assets; and $175.6 million in total liabilities; resulting in
$261.9 million in stockholders' equity.  The Company's cash and
cash equivalents increased 50% to $77.5 million at June 30, 2009,
from $51.7 million as of December 31, 2008.


CUBIC ENERGY: Meeting of Loan Obligation Cues Going Concern Doubt
-----------------------------------------------------------------
Philip Vogel & Co. PC in Dallas, Texas expressed substantial doubt
about Cubic Energy, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended June 30, 2009, and 2008.  The auditor noted that the
Company experienced recurring net losses from operations and has
uncertainty regarding its ability to meet its loan obligations.

The Company's management developed a plan to reduce its
liabilities through additional financing and issuance of
additional stock to shareholders. The Company's plan includes
several strategic opportunities to correct the current financial
situation.  The Company is involved in negotiations that could
provide up to $40,000,000 in drilling credits, expand it Credit
Facility to $40,000,000 from its current full utilized $25,000,000
facility and extend the term of the facility out two to three
years beyond the current maturity date of March 1, 2010.

The ability of the Company to continue as a going concern is
dependent on acceptance of the plan by the Company's bank
creditors and the plan's success.

The Company's balance sheet at June 30, 2009, showed total assets
of $12,126,634, total liabilities of $28,149,599 and a
stockholders' deficit of $16,022,965.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $24,762,516 compared with a net loss of $5,128,453 for the same
period in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4603

Based in Dallas, Texas, Cubic Energy, Inc. (NYSE Amex:QBC) --
http://www.cubicenergyinc.com/-- is an independent upstream
energy company engaged in the development and production of, and
exploration for, crude oil and natural gas.  The Company's oil and
gas assets and activity are concentrated primarily in Louisiana
and Texas.


DECODE GENETICS: Amends Promissory Note, Eliminates 60 Jobs
-----------------------------------------------------------
deCODE genetics, Inc., reports that on September 25, 2009, the
secured promissory note dated September 11, 2009, among deCODE
genetics, MediChem Life Sciences, Inc., deCODE Biostructures,
Inc., and Saga Investments LLC was amended to increase the
principal amount thereof to $1,870,000.  All other terms of such
note remain in place.

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.


DELAMORE ELIZABETH: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Delamore Elizabeth Place LP has filed for Chapter 11 bankruptcy
protection, listing $50 million to $100 million in liabilities
against $10 million to $50 million in assets.

Delamore Elizabeth property and leasing manager Patsy Boatright
said in a statement that executives want to renegotiate the
mortgage so it reflects the property's current value and interest
rates.  Dayton Daily News quoted Ms. Boatright as saying, "Values
in Dayton have dropped significantly with the economy."

According to Dayton Daily, Ms. Boatright said that Delamore
Elizabeth has made four proposals for new mortgage terms to LNR
Partners Inc. -- the Company's largest creditor, owed about
$19.1 million -- as well as requests for face-to-face meetings
during the last six months.  Dayton Daily relates that the
requests were refused.

Dayton Daily states that Delamore Elizabeth also owes:

     -- $124,971 to Ohio Bureau of Workers' Compensation's
        insurance fund;

     -- $89,922 to Dayton Power & Light;

     -- $74,936 to the city of Dayton; and

     -- $56,868 to Chapel Electric.

Delamore Elizabeth Place LP owns and operates the former St.
Elizabeth's Hospital property.


DETRA HEMINGWAY: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Detra Hemingway
        2798 N. Villa Real
        Orange, CA 92867

Bankruptcy Case No.: 09-20576

Chapter 11 Petition Date: October 1, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Gerald Wolfe, Esq.
                  6B Liberty, Suite 210
                  Aliso Viejo, CA 92656
                  Tel: (949) 257-0961
                  Fax: (949) 608-8930
                  Email: gerald@gwesq.com

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

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

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

            http://bankrupt.com/misc/cacb09-20576.pdf

The petition was signed by Detra Hemingway.


DELAMORE ELIZABETH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Delamore Elizabeth Place, L.P.
        One Elizabeth Place, Suite 120
        Dayton, OH 45408

Case No.: 09-36187

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: Tim J. Robinson, Esq.
            1900 Chemed Center
            255 E Fifth Street
            Cincinnati, OH 45202
            Tel: (513) 977-8261
            Email: trobinson@dinslaw.com

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

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

The petition was signed by Paul V. Habeeb, the company's member
general partner.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
LBUBS 2007-C2                  Unsecured Portion of   $19,259,964
Edwin Moses, LLC               Bank Loan (Estimated)

BWC State Insurance Fund       Trade Debt             $124,971

Dayton Power & Light Co.       Trade Debt             $89,922

City of Dayton Division        Trade Debt             $74,936
of Revenue

Chapel Electric                Trade Debt             $56,869

Applied Mechanical             Trade Debt             $55,679
Systems, Inc.

Haas and Najarian              Trade Debt             $42,635

Elliot Katz                    Trade Debt             $29,389

Vectren Energy Delivery        Trade Debt             $26,132

JR's Painting                  Trade Debt             $23,418

Schindler Elevator             Trade Debt             $22,580
Corporation

Enterprise Roofing and         Trade Debt             $20,537
Sheet Metal Co

EngergyUSA-TPC Corp            Trade Debt             $19,146

Valley Janitor Supply          Trade Debt             $12,566

Trame Mechanical Inc           Trade Debt             $10,752

Oswald & Yap LLP               Trade Debt             $6,820

Airgas                         Trade Debt             $6,563

A-1 Sprinkler Co. Inc.         Trade Debt             $5,906

Ohio Cat                       Trade Debt             $4,252

Frederick Electric             Trade Debt             $2,000


DEX MEDIA WEST: Bank Debt Trades at 15% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 85.25 cents-on-
the-dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.60 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 22, 2014.  The Company pays 400 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt while Standard & Poor's has assigned a default
rating on the bank debt.  The debt is one of the biggest gainers
and losers among widely quoted syndicated loans in secondary
trading in the week ended Oct. 2, among the 145 loans with five or
more bids.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC and Dex Media West LLC, filed for Chapter 11 protection
on May 28, 2009 (Bank. D. Del. Case No. 09-11833 through 09-
11852), after missing a $55 million interest payment on its senior
unsecured notes due April 15.  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and
Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois
represent the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


DISABILITY ACCESS: Posts $202,000 Net Loss in 6 Mos. Ended June 30
------------------------------------------------------------------
Disability Access Corporation posted a net loss of $202,127 for
six months ended June 30, 2009, compared with a net loss of
$190,084 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $1,413,453, total liabilities of $892,235 and a stockholders'
equity of $521,218,000.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
experienced recurring net operating losses, had a net loss for the
six months ended June 30, 2009, and have a working capital
deficiency of $651,721 as of June 30, 2009.

The Company will need to increase revenue or raise additional
capital to continue its operations and will endeavor to raise
funds through the sale of equity shares and increased revenues
from operations.

Failure to obtain the capital or generate operating revenues would
have an adverse impact on our financial position and results of
operations and ability to continue as a going concern.  Any
additional equity financing may be dilutive to stockholders and
such additional equity securities may have rights, preferences or
privileges that are senior to those of our existing common stock.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4600

The Company also filed with the Securities and Exchange Commission
its quarterly report for the period ended March 31, 2009.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4601

Disability Access Corporation -- http://www.adaconsultants.com/--
(Pink Sheets:DBYC) conducts facility inspections, policy reviews
and program analyses in addition to a comprehensive continuum of
other compliance services.


DELUXE ENTERTAINMENT: Moody's Puts 'B1' Rating on $600 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Deluxe
Entertainment Services Group Inc.'s proposed $600 million issuance
of senior secured notes due 2017.  Deluxe plans to utilize the
proceeds from the notes offering and a new unrated $150 million
asset-based revolver to repay its existing first and second lien
credit facilities and fund transaction fees and expenses.  Moody's
also affirmed Deluxe's B1 Corporate Family Rating, B1 Probability
of Default Rating, Ba3 ratings on the senior secured first lien
credit facilities issued by Deluxe and Deluxe Toronto Ltd., and
the B3 rating on Deluxe' s senior secured second lien term loan.
The ratings on the existing facilities will be withdrawn when the
new facilities close.  The rating outlook remains negative.

Assignments:

Issuer: Deluxe Entertainment Services Group, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned B1, LGD4 -
     52%

LGD Updates:

Issuer: Deluxe Entertainment Services Group, Inc.

  -- Senior Secured 1st Lien Bank Credit Facility, Changed to LGD3
     - 39% from LGD3 - 40% (no change to Ba3 rating)

  -- Senior Secured 2nd Lien Bank Credit Facility, Changed to LGD5
     - 84% from LGD5 - 87% (no change to B3 rating)

Issuer: Deluxe Toronto Ltd. (updated from Deluxe Entertainment
Services Group, Inc. to reflect the final allocation of the
original May 2007 refinancing)

  -- Senior Secured 1st Lien Term Loan C, Changed to LGD3 - 39%
     from LGD3 - 40% (no change to Ba3 rating)

Moody's originally recorded the borrower of Term Loan C as Deluxe
Entertainment and is now correcting the borrower to Deluxe
Toronto.

Deluxe's B1 CFR reflects the company's strong position in the film
processing/distribution duopoly that is backed by good
relationships with industry participants and exclusive long-term
contracts with motion picture studios as well as the strong market
position in their creative services business.  Deluxe is investing
in its creative services businesses to transition the business mix
away from its reliance on 35 mm film distribution.  The creative
services segment has grown to contribute approximately half of
consolidated EBITDA despite a difficult economic environment,
although Moody's believes the business is more vulnerable to
cyclical swings in studio spending and profitability and remains
subject to competition from a large and fragmented group of post-
production service providers.  The company is weakly positioned
within the B1 CFR and the rating builds in some measured erosion
of North American film distribution revenue as the movie industry
transitions to digital projectors and away from the physical
processing and distribution of 35 mm film that accounts for the
majority of the company's revenue.  The digital projector rollout
planned by Digital Cinema Implementation Partners is a potentially
broad-based catalyst, although DCIP's planned rollout is
contingent upon requisite financing.

Moody's believes the company must maintain low leverage relative
to comparably-rated peers to maintain the B1 rating given the high
business risk.  Moody's views Deluxe's parent, MacAndrews & Forbes
Holdings Inc., as focused on equity returns, which creates event
risk related to acquisitions and cash distributions to owners and
uncertainty regarding the use of free cash flow and debt to
achieve financial sponsor objectives.  Notwithstanding these
risks, Moody's anticipates Deluxe will utilize a portion of its
free cash flow to reduce debt and maintain reasonably good
financial flexibility.  Deluxe does not have a formal financial
policy, but Moody's anticipates in the B1 CFR that Deluxe will
maintain reasonably low debt-to-EBITDA leverage (incorporating
Moody's standard adjustments) as it executes its operating
strategy.

The proposed refinancing improves Deluxe's liquidity position by
eliminating the risk of a near-term financial maintenance covenant
breach and lengthening the company's debt maturity profile.  Of
note, the proposed debt has no required repayment provision
(whereas the prior secured bank debt had mandatory amortization
and excess cash flow recapture payment provisions) and allows for
greater acquisition flexibility than the current bank credit
agreement which is being taken out.  Moody's believes this
heightens creditors' exposure to M&F's financial policies and
provides less assurance that free cash flow will be used to reduce
debt.  The company can repay up to 10% of the notes annually at a
3% premium over par, and, as noted, some debt reduction is
anticipated.  The refinancing also increases cash interest expense
and weakens interest coverage.

The negative rating outlook reflects the uncertainty related to
the timing, speed and breadth of the digital projector rollout in
the U.S. and Europe, and the extent to which Deluxe can grow its
creative service businesses and is willing to reduce debt to
mitigate any declines in film processing and distribution
profitability and the overall leverage of the company.

The proposed notes are secured by a second lien on the assets that
will secure Deluxe's ABL, which collateral consists of cash,
receivables and inventory, as well as a first lien on
substantially all of the company's other assets including stock of
subsidiaries.  The notes are guaranteed by substantially all of
the U.S. subsidiaries.  Moody's believes the collateral package
for the ABL would result in a meaningfully higher recovery than
for the notes in the event of a default and ranks the notes behind
the ABL in accordance with its loss given default notching
framework.  The notes, nevertheless, will represent the
preponderance of Deluxe's debt and are rated at the same level as
the CFR.

Loss given default assessments were updated on the existing debt
instruments to reflect the current debt mix.

The last rating action was on September 16, 2008, when Moody's
affirmed Deluxe's B1 CFR and PDR but revised the company's rating
outlook to negative.

Deluxe'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 Deluxe's core industry and
believes Deluxe's ratings are comparable to those of other issuers
with similar credit risk.  Additional research can be found in the
Deluxe Credit Opinion on www.Moody's.com.

Deluxe, headquartered in Los Angeles, CA, supplies worldwide film
processing and distribution (65% of LTM 6/30/09 revenue) and
creative services (35% of revenue) to the major producers and
distributors of motion pictures and television programs.  Deluxe
is owned by M&F and generated approximately $1 billion of revenue
in the LTM period ended June 30, 2009.


DELPHI CORP: Delphi Thermal Sues City of Lockport Over Assessments
------------------------------------------------------------------
Delphi Thermal and Interior filed suits against the City of
Lockport and Niagara County, New York, contesting the assessed
values of five parcels of Delphi's West Plant in 200 Upper
Mountain Road, New York, Lockport Union-Sun & Journal reports.

Delphi Thermal asserts that the largest parcel of the West Plant
is worth $16.5 million, contrary to $23 million as declared by
the City on a 2009 assessment roll, Lockport Journal notes.
Similarly, Delphi Thermal argues that the remaining four parcels
add up to only $520,980, not $10 million as set forth in the
Niagara County's 2009 assessment roll, Lockport Journal says.

Prior to filing the lawsuits, the City and Niagara County
rejected Delphi's request to lower the property values to
decrease tax assessments, Lockport Journal relates.  Delphi's
current tax bill from the City for 2009 to 2010 is about $600,000
and Delphi's tax bill from the Niagara County amounts to $196,000
based on the assessed values, according to the report.

In a separate report, The Buffalo News discloses that the
assessment lawsuit does not pose a threat to the City as Delphi
Thermal's $23 million assessment represents only 3.6% of the
City's tax base.  Similarly, the impact of the lawsuit to Niagara
County would be minimal because Delphi Thermal's wastewater
treatment plant and two vacant lots have no general town tax, the
newspaper relates.

A pre-trial conference on the suits is scheduled for December 12,
2009, according to Lockport Journal.

                         About Delphi Corp

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

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

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

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

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


DELPHI CORP: ISI Automotive Acquires European Airbag Business
-------------------------------------------------------------
iSi Automotive GmbH, a global leader in the supply of innovative
and contaminant-free compressed gas technology for airbags,
acquired the largest part of automotive supplier Delphi's European
airbag activities in August 2009.  The company thus becomes a
supplier of the full range of side, cranium and knee impact
airbags.  The purchase price remains confidential.

"This step is an ideal way to upgrade our range of services and
now, also as a direct partner for car manufacturers, we can fall
back on our long years of experience and our technological know-
how," says iSi Automotive CEO Dietmar Schafer.

iSi Automotive GmbH is taking over an existing delivery and
development volume for various car manufacturers from Delphi -
for instance for Seat, Audi and Daimler - and will continue to
expedite these production and assembly facilities for complete
airbag modules will be constructed at the Vienna headquarters for
this purpose.

In addition, iSi Automotive has acquired an extremely modern
design, test and engineering centre in Berlin from Delphi,
significantly enhancing the company's innovative strengths. The
centre complements iSi Automotive's own research and development
department and will be used additionally for crash tests and
system development commissions from various car manufacturers.

iSi Automotive will retain the majority of jobs at the Berlin
centre and will tool up the location for testing and development,
also to meet in future the high demands made within the sector.

                     About iSi Automotive

iSi Automotive GmbH is based in Vienna with a total of 140
employees.  iSi Automotive develops, manufactures and sells gas
tanks and generators with contaminant-free cold gas technology
for use in vehicle airbags and for other safety-related
applications as well as complete airbag modules for side, knee
and cranial impact airbags.  The basis for the successful
marketing of these sophisticated products is the development of
designs specific to the customer and the sector.  Nowadays
product innovations from iSi Automotive are being installed
around the globe by leading car manufacturers.

The company is a part of the globally active iSi Group and a
subsidiary of the Vienna-based Pochtler Industrieholding AG.

                         About Delphi Corp

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

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

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

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

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


DELTA AIR LINES: Opposes AFL-CIO's Proposed Union Voting Changes
----------------------------------------------------------------
Delta Air Lines, Inc., is opposing modifications proposed by the
American Federation of Labor and Congress of Industrial
Organizations relating to union representation voting, which may
cause an essential change in Delta's election scenario, John
Hughes of Bloomberg News reported.

The proposal, which AFL-CIO submitted to the National Mediation
Board on September 2, 2009, provides for the unionization of
workers with majority approval of those voting.  Under NMB's
current rules, "a majority of all workers in a class, not just
those voting, must approve," the report noted.

Edward Wytkind, head of the AFL-CIO's transportation trades
department, asked the NMB -- as a federal institution that
resolves labor issues -- to change its representation manual and
take public comments before making the change, Bloomberg added.

"We believe that the current procedures are undemocratic and they
allow a silent minority in a company to veto what would otherwise
be an election in favor of a union," Mr. Wytkind said, according
to Reuters.

Mike Campbell, Delta's executive vice president of human
resources and labor relations, argued that there is a
"fundamental question" whether the NMB has authority to make the
proposed modifications.

"In this country, changing the rules in the middle of an
election, most people stepping back would say that ain't fair,"
Mr. Campbell said in an interview with Bloomberg.

In a memo to employees, Delta Chief Executive Richard Anderson
called AFL-CIO's proposed change "politically motivated and would
abandon rules that have worked well for 75 years," noting that it
would allow a union to represent a workgroup with the support of
a "small minority" of workers, Reuters reported.

The Air Transport Association, which represents major U.S.
carriers, as well as the Regional Airline Association, which
represents U.S. regional carriers, also expressed opposition to
the AFL-CIO's request.

As previously reported, the International Association of
Machinists and Aerospace Workers union is seeking to hold
elections for the airline's ramp workers, flight-simulator
technicians and security guards.  Similarly, the Association of
Flight Attendants-CWA had sought to represent Delta's FAs.

The pilots at Delta have been completely unionized, including
those at Northwest Airlines Corp., which Delta acquired in
October 2008.  Pre-merger Northwest machinists and FAs were
represented by the Unions, while Delta's employees in these
classes were not.

The NMB has already recognized Delta as a single entity in labor
negotiations.  Delta is meshing its post-merger employees to
obtain a single operating certificate from the Federal Aviation
Administration by the end of 2009.

                       About Delta Air Lines

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

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

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

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

                           *     *     *

Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.


DOT VN: Vietbridge Serves as Internet Advertising Placement Agent
-----------------------------------------------------------------
Dot VN, Inc., has signed a partnership agreement with Vietbridge
LLC of Chicago, Ill., to act as the Company's sales agent for
online advertising for its stable of web portals.

In the agreement, Vietbridge will assist Dot VN in developing a
full-service Internet advertising program, including reselling Dot
VN's Internet advertising services to its client base; providing
content, images and materials for the web portals; assisting the
Company in conducting market research; and responding to customer
inquiries.

"Since our online marketing pages have been receiving over
one million views per day on average, we wanted to direct this
valuable growing number of visitors to more relevant and
interesting content by developing dynamic, informative and
entertaining sites," said Thomas Johnson, CEO of Dot VN, Inc.  "By
working closely with Vietbridge to promote and market our sites,
we are confident that we can create and manage the top 'go-to'
Internet portals serving the Southeast Asian region."

Henry Leong founded Vietbridge LLC in 2002.  Vietbridge acts as a
link for global companies by introducing them to the country of
Vietnam through projects such as joint venture partnerships,
investments, financing services, importing/exporting, marketing
and advertising.  Vietbridge LLC has provided advertising sales
for clients such as SuncasTV, an IPTV company with Asian
programming based in Arlington Heights, Ill,; Maivoo LLC of
Chicago, Ill., an online news and web content provider for the
Vietnamese communities in the U.S. and Vietnam; and
www.tin247.com, a Vietnamese online news company based in Hanoi,
Vietnam.

"We are looking forward to this relationship with Dot VN in order
to create marketing opportunities and sponsorships for Dot VN's
web portals," said Vietbridge CEO Henry Leong. "We firmly believe
in Vietnam's economic growth-it is the right country at the right
time for investment. We are confident in Dot VN's ability to
develop technological advancements on multiple levels to support
and encourage this growth."

Vietnam is the second fastest growing economy in the world, with a
population of over 86 million people and a literacy rate over 90
percent.  The U.S.-based International Data Group (IDG) forecasts
that the Vietnamese IT market's spending will reach nearly U.S.
$2.2 billion this year and over $3.5 billion in 2013 to become the
IT market with the highest growth rate in Southeast Asia.

                       Going Concern Opinion

The Company acknowledges it has had limited revenues from the
marketing and registration of '.vn' domain names as it operates in
this single industry segment.  Consequently, the Company has
incurred recurring losses from operations.  In addition, the
Company has defaulted on $612,500 of convertible debentures that
were due January 31, 2009 and currently has not negotiated new
terms or an extension of the due date on the Defaulted Debentures.
These factors, as well as the risks associated with raising
capital through the issuance of equity or debt securities creates
uncertainty as to the Company's ability to continue as a going
concern.

The Company's plans to address its going concern issues include:

     -- Increasing revenues of its services, specifically within
        its domain name registration business segment through:

        * the development and deployment of an Application
          Programming Interface which the Company anticipates will
          increase its reseller network and international
          distribution channels and through direct marketing to
          existing customers both online, via e-mail and direct
          mailings, and

        * the commercialize of pay-per-click parking page program
          for '.vn' domain registrations;

     -- Completion and operation of the IDCs and revenue derived
        from the IDC services;

     -- Commercialization and Deployment of certain new wireless
        point-to-point layer one solutions; and

     -- Raising capital through the sale of debt or equity
        securities.

There can be no assurance that the Company will be successful in
its efforts to increase revenues, issue debt or equity securities
for cash or as payment for outstanding obligations.  Capital
raising efforts may be influenced by factors outside of the
control of the Company, including, but not limited to, capital
market conditions.

The Company is in various stages of finalizing implementation
strategies on a number of services and is actively attempting to
market its services nationally in Vietnam.  As a result of capital
constraints it is uncertain when it will be able to deploy the
Application Programming Interface or construction of the IDCs.

Chang G. Park, CPA, from San Diego, California, expressed on
July 24, 2009, substantial doubt about Dot VN's ability to
continue as a going concern after auditing the company's financial
results for the years ended April 30, 2009 and 2008.  The auditing
firm reported that the company experienced losses from operations.

At July 31, 2009, the Company had total assets of $2,269,335 and
total liabilities of $11,791,040.  At July 31, 2009, the Company
had total shareholders' deficit of $9,521,705.

                           About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is currently developing initiatives to offer Internet Data Center
services and Wireless applications.


E*TRADE FIN'L: Citadel Discloses 9.9% Equity Stake
--------------------------------------------------
Citadel Limited Partnership; 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.
disclose holding 175,384,240 shares or roughly 9.9% of E*TRADE
Financial Corporation's common stock.

Citadel reports that on September 28 to 29, 2008, it tendered
$28,536,000 face amount of the Class A Debentures for conversion
into 27,597,674 shares of Common Stock.  Following the conversions
and sales of E*Trade Common Stock, Citadel will hold a total of
roughly $913,247,000 face amount of the Class A Debentures and
roughly 166,163,940 shares of Common Stock (not counting shares
issuable upon conversion of the Debentures).

The Class A Debentures are convertible into Common Stock of the
Issuer at the price of $1.034 per share subject to certain
limitations upon such conversion.  Pursuant to section 12.01(b)(i)
of the indenture for the Debentures, no holder may convert
Debentures to the extent that such conversion would cause such
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 9,205,900 shares of 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.


E-M MANAGEMENT: Edward P. May Indicted in $200MM Ponzi Scheme
-------------------------------------------------------------
U.S. Attorney Terrence Berg announced the unsealing October 2 of a
criminal indictment in federal court charging Edward P. May with
59 felony counts of mail fraud in connection with a decade long
Ponzi scheme affecting hundreds of metro-Detroit area individuals
as well as individuals across the country.  Mr. Berg was joined in
the announcement by Andrew G. Arena, Special Agent in Charge, FBI,
Detroit Field Division.

If found guilty of all counts, Mr. May, 73, faces a statutory
maximum sentence of 20 years in prison on each of the 59 counts of
the indictment.  The indictment unsealed today also includes
forfeiture allegations which would require May to forfeit the
proceeds of the charged crimes, specifically 35 million, and all
property traceable to such proceeds.

Specifically, the indictment alleges:

In 1997, Mr. May formed E-M Management Co. LLC, which was located
in rented office space in Lake Orion, Mich.  After forming E-M
Management, Mr. May then formed over 150 LLCs and told hundreds of
individuals in the Detroit metropolitan area and elsewhere across
the country that the LLCs acquired telecommunications equipment
and then provided telecommunications services to various hotels in
Nevada, New York, New Jersey, California, elsewhere in the United
States, and in foreign countries.  Mr. May induced numerous
persons to invest large amounts of money in the LLCs, purportedly
for investment in "contracts" or "agreements" providing
telecommunications equipment and services to various hotels which
contracts and agreements in fact did not exist.

Mr. May caused fraudulent "private offering memorandums,"
"subscription agreements," and "investment recaps" for the LLCs to
be drafted and distributed to potential investors.  The offering
memorandums fraudulently stated that E-M Management Co. had
entered into agreements with various hotel corporations, including
Hilton Hotels, Sheraton Hotels, Hyatt Hotels, and MGM Grand
Hotels, to "provide all of the telecommunication services to the
hotel properties" and to "install new equipment where needed, to
purchase existing equipment where practicable and to cut over the
services from present providers," and fraudulently promised
investors that the funds raised "will be used solely for the
purpose of purchasing telephone, high speed internet, low speed
internet, [and] DVD equipment."  The offering memorandums
"guaranteed a minimum monthly income" to each investment LLC.

The guaranteed monthly income promised by Mr. May to each
investment LLC ranged from over $30,000 per month to over $100,000
per month.  Mr. May deceived victim investors into believing that
their funds were being used and invested as represented, and
concealed from victim investors and others the fact that these
"investments" were actually being used to support a pyramid or
"Ponzi" scheme, by paying purported investment returns to some
investors with funds actually obtained from other investors.

During the scheme, Mr. May utilized the services of a stock broker
and investment advisor to solicit investments in the LLCs.  This
individual was a registered representative of two securities firms
that were members of the National Association of Securities
Dealers, Inc. (NASD) and the Securities Investor Protection
Corporation (SIPC) and registered as broker-dealers with the U.S.
Securities and Exchange Commission (SEC).  Mr. May also utilized
the services of an accounting firm to legitimize the investments.

Mr. May diverted and misappropriated the funds invested in the
LLCs to his own personal use and benefit and to the benefit of his
company, E-M Management.  Among other things, Mr. May used the
money invested by individuals in the LLCs: to make payments to
earlier investors which Mr. May falsely represented to the
investors as a return of principal and income generated by the
investment LLCs; to pay finder's fees, or referral fees, to
several individuals who brought in new investors; to pay fees to
several individuals who provided administrative assistance to Mr.
May such as preparing and sending monthly checks and distribution
reports to investors; to pay professional fees for tax preparation
services for all of the investment LLCs, for Mr. May personally,
and for Mr. May's other businesses; to pay for travel to and from
Las Vegas; to gamble and pay personal gambling debts; to pay off
personal bank loans; to personally invest in oil and gas leases
and REITs; to personally invest in a number of businesses in
Nevada and Michigan, including West Coast Marketing LLC, Fore
Honors Las Vegas LLC, Fore Honors LLC, Las Vegas Million Dollar
Shootout LLC, Great Shots LLC, Creto International, Inc., R3
Advertising LLC, Camelot Club Inc., and E-M Management &
Associates LLC; and to pay his ordinary living expenses.

Over the course of the scheme, Mr. May induced individuals to
invest over $200 million in over 150 LLCs.  Mr. May's scheme
resulted in a total loss of more than $35 million to the
individuals who invested in the fraudulent LLCs.

U.S. Attorney Terrence Berg stated in an October 2 statement,
"[The] charges allege a financial fraud and abuse of trust on a
massive scale.  Managers of investor funds owe a high duty to
those who trust them to steward their savings with care and
integrity.  If they abuse their customers' funds and make false
statements in the process, we will investigate thoroughly and take
appropriate action."

Special Agent in Charge Andrew G. Arena stated, "With losses
totaling over $40 billion per year, combating Securities and
Commodities Fraud remains a priority for the FBI. The nation's
economy is increasingly dependent on the success and integrity of
the securities and commodities markets.  As a result, there is a
very real need to diligently prosecute criminal activity in the
markets, which the FBI is uniquely positioned to investigate. In
an effort to meet this need, the FBI remains committed to
investigating and preventing all forms of Securities and
Commodities Fraud."

Mr. May is expected to appear in federal court in Detroit this
afternoon to be arraigned on the indictment.

An indictment is only a charge and is not evidence of guilt.  A
defendant is entitled to a fair trial in which it will be the
government's burden to prove guilt beyond a reasonable doubt.

The case is being investigated by special agents of the FBI.  The
case is being prosecuted by Assistant U.S. Attorneys Stephen
Hiyama and Sarah Resnick Cohen.


EASTMAN KODAK: Amends Employment Deal for CEO Antonio Perez
-----------------------------------------------------------
Eastman Kodak Company said its Board of Directors has amended the
company's employment agreement with Chairman and Chief Executive
Officer Antonio M. Perez in a manner that reinforces the mutual
intent for Mr. Perez to remain in his current position with the
company through December 31, 2013.  Mr. Perez's employment
agreement with the company does not have an expiration date, but
includes terms which are scheduled to expire in December 2010.

"Antonio has led Kodak through a historic transformation that has
created powerful new digital businesses along with a solid balance
sheet," said Richard Braddock, Presiding Director of Kodak's
Board.  "He and his team are taking the right actions to guide
Kodak through this very challenging economic climate and to
position the company to emerge as a stronger enterprise. All of us
on the Board are pleased to be able to demonstrate our confidence
in Antonio by amending his employment agreement in a manner that
encourages continued operational improvement and future value
creation."

The amendment involves revisions to certain benefits available to
Mr. Perez under his existing agreement and provides equity-based
compensation incentives that will fully vest in 2013.  The
incentives are intended to align compensation with shareholder
interests, by tying value to changes in share price, achievement
of performance goals and continued employment.

The amendment provides that Mr. Perez will not receive additional
deemed service pertaining to his pension benefits, once his
current deemed service clause expires under the terms of his
current agreement at the age of 65.  In addition, the calculation
of certain items in Mr. Perez's severance benefit in the event
that his employment terminates without cause or for good reason is
revised.  Specifically, rather than receiving a target award under
the Company's annual variable pay plan in the year in which
termination occurs, which is prorated based on the termination
date, Mr. Perez instead will be eligible for an award only if
earned as certified by the Executive Compensation and Development
Committee of the Board under the applicable performance metrics
and which also would be prorated based on the termination date.
Further, under the Company's Executive Protection Plan, Mr. Perez
was entitled to receive certain benefits if he should voluntarily
leave the Company after the 23rd month following a change in
control.  Mr. Perez has agreed to waive these benefits as well as
the right to receive any tax gross-up payments for any benefits
provided under this plan.

To continue to align Mr. Perez's interests with those of the
Company's shareholders, the amendment provides equity awards that
will fully vest as of December 31, 2013.  Specifically, on
October 14, 2009, Mr. Perez will receive a grant of 500,000 stock
options under the terms of the Company's 2005 Omnibus Plan.  The
options will vest in three substantially equal amounts on the
anniversary date of the grant in 2011, 2012 and 2013.  Further,
Mr. Perez will also be eligible to receive awards of performance
stock units in 2010 and 2011, each with an intended target value
of $1,230,000.  A one-year performance period exists for each
award, and the performance metrics will be established in the
first 90 days of each performance year.  These awards will be
fully earned only if the performance metrics are achieved.  If
earned, the awards will vest in full on December 31, 2013.

Separately, as part of the Company's annual equity compensation
program, on September 28, 2009, the Company issued a long-term
equity award to Mr. Perez.  This award is provided in the same
form and method as applicable to all executives.  The intended
value of Mr. Perez's award is the same as the intended value of
the prior year award as described in the Company's 2009 Proxy
Statement.

Since joining the company in April 2003 Mr. Perez, 63, has led the
worldwide transformation of Kodak from a business based on film to
one based primarily on digital technologies. In the past six
years, Kodak introduced an array of disruptive new digital
technologies and products for consumer and commercial applications
that generated more than $6 billion in revenue in 2008. Those
include consumer inkjet printers, image sensors for digital
cameras and mobile phones, thermal dry labs and kiosks for
printing at retail, as well as high-volume digital production
presses, enterprise workflow software, and digital plates for
commercial printing.  The result is a new Kodak -- a company where
digital products account for more than 70% of revenue, where
higher gross margin commercial businesses account for 60% of
revenue, and with a portfolio of cash-generating traditional
businesses.

"I am honored and humbled to be given the privilege of leading the
great people of Kodak to a new and brighter future," Mr. Perez
said. "The past six years at Kodak have been among the most
energizing of my career. Kodak is a wonderful company, with
innovative products and services, a powerful brand, and talented
employees around the world. I look forward to extending my work
with the Board, my leadership team, and our employees in serving
our customers and ultimately rewarding our investors. I am
delighted by the opportunity to continue our work of achieving
sustainable, profitable growth."

                        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.


EASTMAN KODAK: Completes KKR Transaction; KKR Nominees Join Board
-----------------------------------------------------------------
Eastman Kodak Company last week completed its issuance to Kohlberg
Kravis Roberts & Co. L.P.-managed investment vehicles of
$300 million in aggregate principal amount of 10.50% Senior
Secured Notes due 2017 and warrants to purchase 40 million shares
of 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.

In conjunction with the closing of the KKR transaction, Kodak's
Board of Directors has elected to the board two individuals
nominated by KKR:

     -- Adam H. Clammer joined KKR in 1995 and currently heads the
        Technology Group.  He has been actively involved with
        several companies, including Aricent, Avago Technologies,
        Borden, Intermedia Communications, Jazz Pharmaceuticals,
        MedCath, NXP, RELTEC and SunGard Data Systems. He is
        currently on the board of directors of Aricent, Avago and
        NXP.  Prior to joining KKR, Mr. Clammer was with Morgan
        Stanley & Co. in Hong Kong and New York in the Mergers and
        Acquisitions department. He received a B.S. from the
        University of California and an M.B.A. from Harvard
        Business School.

     -- Herald Y. Chen rejoined KKR in 2007, having previously
        worked for the Firm from 1995 to 1997. Over his investing
        career, he has been directly involved with companies
        including Kindercare Learning Centers, Sun Microsystems,
        Alaska Communications, Byram Healthcare, United American
        Energy, VCST Industrial and WJ Communications. He is a
        member of the Technology industry team and serves on the
        board of Accel-KKR.  Prior to rejoining KKR, Mr. Chen was
        a Managing Director with Fox Paine & Company, served as
        CEO of ACMI Corporation, and was Chief Financial Officer
        And Co-Founder of Jamcracker, Inc., a software-as-a-
        service solutions company.  Prior to completing his
        M.B.A., he was employed by KKR and Goldman, Sachs & Co.
        Mr. Chen holds B.S./B.S.E. degrees from The University of
        Pennsylvania's Wharton School and School of Engineering
        and an M.B.A. from The Stanford Graduate School of
        Business.

The Senior Secured Notes will bear cash interest at a rate of 10%
per year, payable semiannually in arrears on October 1 and April 1
of each year, beginning April 1, 2010.

The Senior Secured Notes also will bear interest payable-in-kind,
at a rate of 0.50%, which will be paid by increasing the principal
amount of the Senior Secured Notes. In addition, the Senior
Secured Notes were issued at a 4% discount to the aggregate
principal amount issued.

The warrants are exercisable any time prior to the eighth
anniversary of the date of issuance at an exercise price of $5.50
per share.  The warrants may be exercised for cash or on a net
exercise basis.

                        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: Files for Chapter 11 to Sell Assets
---------------------------------------------------
Edge Petroleum Corporation said October 2 that it and each of its
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division.

As part of its restructuring, the Company has reached an agreement
with a group of the Company's senior secured lenders pursuant to
which the Company intends to sell substantially all of its assets
to a third party.  The Assets comprise all of the Company's
ownership interest in its direct and indirect subsidiaries,
including Edge Petroleum Exploration Company, Miller Exploration
Company, Edge Petroleum Operating Company, Inc., Edge Petroleum
Production Company and Miller Oil Corporation.

To facilitate this sale, the Company on October 1 also filed its
proposed plan of reorganization and a motion to establish an
auction process to effect the sale of the Assets.  Together with
the Sale Motion and the Plan, the Company will seek to achieve and
implement that certain Purchase and Sale Agreement dated September
30, 2009 with PGP Gas Supply Pool No. 3, as buyer, subject to a
higher and better offer solicited, selected and approved as the
winning bid. This filing and the Plan are designed to protect the
integrity of the Company's operations and the value of the Assets.
The Company and its subsidiaries intend to continue to manage
their properties and operate their businesses in the ordinary
course throughout the Chapter 11 process while the Company seeks
confirmation of its reorganization plans under the jurisdiction of
the Bankruptcy Court and attempts to implement the restructuring
transaction.

Pursuant to the Purchase Agreement, the effective date for the
sale of the Assets is June 30, 2009 and the purchase price for the
Assets is $191.0 million subject to adjustment for, among other
things, a downward adjustment related to certain changes in the
NYMEX Strip Price over the five year period from January 1, 2010
through December 31, 2014.

The Gas Pricing Downward Adjustment is capped at approximately
$23.9 million.  In addition, in certain events PGP will be
entitled to a break-up fee in the amount of $6.0 million and an
expense reimbursement of $500,000 in certain events if the
contemplated transaction does not close or PGP is not the winning
bidder in the auction.  The Company notes that it currently has
approximately $226.5 million of outstanding principal under its
Credit Agreement which is substantially in excess of the proceeds
expected to be received pursuant to the Purchase Agreement.

As evidenced by the Plan Support and Lock-Up Agreement, dated as
of September 30, 2009, both the Plan and the Sale Motion are
supported by the Supporting Lenders who hold at least two-thirds
of the outstanding principal amount of the Company's senior
secured bank debt under the Company's Fourth Amended and Restated
Credit Agreement among the Company, Union Bank of California, as
Administrative Agent, and the other lender parties thereto, as
amended and represent more than one-half in number of the lenders
under the Credit Agreement.

John W. Elias, Chief Executive Officer of the Company, said,
"During the past year, an extraordinary confluence of factors led
to our need to pursue this financial restructuring, including the
impact of the tightening and ultimate collapse of the credit
markets, sharply declining commodity prices and a resulting
deficiency in the Company's borrowing base, and the large amount
of unsustainable debt burdening the Company's balance sheet.  The
Board and management believe this financial restructuring is a
necessary and prudent step and will allow the Company to satisfy
its pre-petition debts, while maintaining the integrity of its
producing assets during the bankruptcy process.  We are working
with our secured lenders and other creditors to ensure the
bankruptcy process and the sale of the Company proceed as smoothly
as possible."

Mr. Elias continued, "The Chapter 11 process allows us to preserve
the value of our assets and to operate our business without
interruption while we implement our restructuring and wind-down in
a controlled, court-supervised environment. I would also like to
thank our employees, whose hard work and dedication has been
essential to our continued operations."

At the time of filing, the Company had in excess of $12 million in
cash on hand.  As it proceeds with its financial restructuring,
the Company expects, based on current commodity prices, that its
cash on hand and cash from operating activities will be adequate
to fund its projected cash needs, including the payment of
operating costs and expenses.

In addition to the filing of the Chapter 11 Cases, the Company
asked the Bankruptcy Court to consider several "first day" motions
on an expedited basis concerning its employees, vendors, and other
service providers.  Federal bankruptcy law generally prohibits the
Company from paying outstanding obligations that arose prior to
the chapter 11 filings.  These obligations will be provided for
under the direction of the Bankruptcy Court.

The Company will not make any principal and interest payments on
its Credit Agreement while the Chapter 11 Cases are pending.
Subject to Bankruptcy Court approval, the Company expects to treat
the amounts outstanding under its Credit Agreement in a manner
mutually acceptable to the Company, the bank lenders thereunder
and the Supporting Lenders.

Under the terms of the proposed Plan, the Company's pre-petition
lenders will receive 100% of the proceeds from the sale of the
Assets; provided, however, that the Consenting Lenders have agreed
to "gift" certain monies to other claim holders. Pursuant to the
proposed Plan, a liquidating trust will be created to facilitate
payment of allowed claims and wind down the reorganized Company.
The plan of reorganization is subject to confirmation by the
Bankruptcy Court and the approval of at least one of the impaired
classes. The Company expects the Bankruptcy Court to enter a
ruling on the Plan in early December 2009.

The Company's management would like to inform investors of its
strong belief that it is likely that there will be no value for
its common stockholders or its 5.75% series A cumulative
convertible perpetual preferred stockholders in the bankruptcy
process, even under the most optimistic of scenarios and that the
Plan does not currently contemplate such holders' receiving any
recovery absent a substantially higher and better offer for the
Assets which is sufficient to pay the Company's secured and
unsecured creditors in full (and with respect to the common stock
to pay the liquidation preference on the 5.75% series A cumulative
convertible perpetual preferred stock).  In this regard,
stockholders of a company in chapter 11 generally receive value
only if all claims of the company's secured and unsecured
creditors are fully satisfied.  In this case and based on the
expected proceeds from the sale of the Assets which is
substantially less than the amount the Company's secured and
unsecured creditors are owed, the Company's management strongly
believes all such claims will not be fully satisfied, leading to
its belief that the Company's common stock and 5.75% series A
cumulative convertible perpetual preferred stock will have no
value.

                        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.


EINSTEIN NOAH: Has $121.4MM NOL Carryforwards After IRS Ruling
--------------------------------------------------------------
Einstein Noah Restaurant Group, Inc., on December 30, 2008, filed
a request with the Internal Revenue Service to review its
methodology for determining ownership changes in accordance with
Internal Revenue Code Section 382.  On September 24, 2009, the
Company received a favorable ruling from the IRS agreeing with its
methodology.  As a result of the favorable ruling, roughly
$121.4 million of the Company's NOL carryforwards are available,
as of December 30, 2008, to be utilized against future taxable
income through fiscal 2026, subject in part to annual limitations.

Further, the Company expects that roughly $14 million of its NOL
carryforwards will expire prior to utilization.  The occurrence of
an additional ownership change would limit its ability to utilize
the Company's NOL carryforwards and other tax attributes.

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.


EMPIRE RESORTS: No Exact Date Yet for Special Stockholders Meeting
------------------------------------------------------------------
Empire Resorts, Inc., will hold a special meeting of stockholders
at a yet to be determined date for these purposes:

     1. To approve the issuance of 27,701,852 shares of the
        Company's common stock, par value $0.01 per share, to Kien
        Huat Realty III Limited, a corporation organized under the
        laws of the Isle of Man, for consideration of $44 million,
        pursuant to the Investment Agreement, dated August 19,
        2009, by and between the Company and the Investor, as well
        as the issuance of any additional shares of Common Stock
        to the Investor as may be necessary pursuant to certain
        matching rights provided for under the Investment
        Agreement consisting of these sub-proposals:

        (A) To approve the KHRL III Share Issuance for the
            purposes of NASDAQ Marketplace Rule 5635(b) -- KHRL
            III Share Issuance Sub-Proposal (A); and

        (B) To approve the KHRL III Share Issuance for the
            purposes of NASDAQ Marketplace Rule 5635(d) -- KHRL
            III Share Issuance Sub-Proposal (B);

     2. To approve an amendment to the Company's Certificate of
        Incorporation, as amended, to increase the Company's
        authorized capital stock from 80,000,000 shares,
        consisting of 75,000,000 shares of Common Stock and
        5,000,000 shares of preferred stock, par value $0.01
        per share, to a total of 100,000,000 shares, consisting
        of 95,000,000 shares of Common Stock and 5,000,000 shares
        of Preferred Stock;

     3. To approve an amendment of the Company's Amended and
        Restated 2005 Equity Incentive Plan to increase the number
        of shares of the Company's Common Stock subject to the
        2005 Equity Incentive Plan by 2,000,000 shares to
        10,500,000 shares;

     4. To approve the grant to Au Fook Yew of an option to
        purchase 750,000 shares of Common Stock and the issuance
        of up to 250,000 shares of Common Stock to Mr. Au pursuant
        to certain matching rights provided for under the
        Investment Agreement, consisting of the sub-proposals:

        (A) To approve the Au Issuance for the purposes of NASDAQ
            Marketplace Rules 5635(b) -- Au Issuance Sub-Proposal
            (A);

        (B) To approve the Au Issuance for the purposes of NASDAQ
            Marketplace Rules 5635(d) -- Au Issuance Sub-Proposal
            (B); and

        (C) To approve the Au Issuance for the purposes of NASDAQ
            Marketplace Rules 5635(c) -- Au Issuance Sub-Proposal
            (C).

     5. To transact such other business as may properly be brought
        before the Special Meeting or any adjournment or
        postponement thereof.

The board of directors of the Company has unanimously approved and
declared advisable each of the KHRL III Share Issuance Sub-
Proposals, the Certificate Amendment, the 2005 Equity Plan
Amendment and each of the Au Issuance Sub-Proposals.

Approval of the KHRL III Share Issuance Proposal is conditioned
upon the approval of each of KHRL III Share Issuance Sub-Proposal
(A) and KHRL III Share Issuance Sub-Proposal (B).  If stockholder
approval for either KHRL III Share Issuance Sub-Proposal is not
obtained (even if approval of the other KHRL III Share Issuance
Sub-Proposal is obtained), the KHRL Share Issuance Proposal will
not pass.  Likewise, approval of the Au Issuance Proposal is
conditioned upon approval of each of Au Issuance Sub-Proposal (A),
Au Issuance Sub-Proposal (B) and Au Issuance Sub-Proposal (C).  If
stockholder approval for any one of the Au Issuance Sub-Proposals
is not obtained (even if approval of one or both of the other Au
Issuance Sub-Proposals is obtained), the Au Issuance Proposal will
not pass.

The Board of Directors of the Company has fixed October 6, 2009 as
the record date for the determination of stockholders entitled to
notice of, and to vote at, the Special Meeting or any postponement
or adjournment thereof.  Accordingly, only stockholders of record
at the close of business on the Record Date are entitled to notice
of, and shall be entitled to vote at, the Special Meeting or any
postponement or adjournment thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4611

As reported by the Troubled Company Reporter, Empire Resorts on
August 20, 2009, made the interest payment to the Bank of New
York, as trustee, on the Company's 5-1/2%, senior convertible
notes of $2.6 million that was due on July 31, 2009.  The interest
payment was made within the time period permitted pursuant to the
indenture governing the Notes.

On July 29, 2009, as reported by the TCR, The Park Avenue Bank
delivered a notice to The Bank of New York advising that, as a
result of the occurrence of the event of default under the loan
agreement with The Park Avenue Bank, a standstill period has
commenced under the intercreditor agreement with respect to the
collateral.

The standstill period will continue until the earlier to occur of
(i) The Park Avenue Bank's express waiver or acknowledgement of
the cure of the applicable event of default in writing or the
occurrence of the discharge of the Loan Agreement secured
obligations, and (ii) the date that is 90 days from the date of
the Bank of New York's receipt of the standstill notice.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


EMPIRE RESORTS: Registers 7,081,966 Shares for Resale
-----------------------------------------------------
Empire Resorts, Inc., filed with the Securities and Exchange
Commission a prospectus relating to the reoffer and resale by
selling stockholders of up to an aggregate 7,081,966 shares of the
Company's common stock, $0.01 par value per share, which includes
277,778 shares of the Company's Common Stock that are issuable
upon the exercise of warrants with exercise prices of $0.01 per
share.  The Company will not receive any proceeds from the sale of
our Common Stock under the prospectus.

The selling stockholders may sell the securities, from time to
time, on any stock exchange or automated interdealer quotation
system on which the securities are listed, in the over-the-counter
market, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or
at prices otherwise negotiated.

The Company's principal executive offices are located at c/o
Monticello Casino and Raceway, Route 17B, P.O. Box 5013,
Monticello, New York 12701.  Telephone number is (845) 807-0001.

A full-text copy of the Prospectus is available at no charge at:

              http://ResearchArchives.com/t/s?4610

As reported by the Troubled Company Reporter, Empire Resorts on
August 20, 2009, made the interest payment to the Bank of New
York, as trustee, on the Company's 5-1/2%, senior convertible
notes of $2.6 million that was due on July 31, 2009.  The interest
payment was made within the time period permitted pursuant to the
indenture governing the Notes.

On July 29, 2009, as reported by the TCR, The Park Avenue Bank
delivered a notice to The Bank of New York advising that, as a
result of the occurrence of the event of default under the loan
agreement with The Park Avenue Bank, a standstill period has
commenced under the intercreditor agreement with respect to the
collateral.

The standstill period will continue until the earlier to occur of
(i) The Park Avenue Bank's express waiver or acknowledgement of
the cure of the applicable event of default in writing or the
occurrence of the discharge of the Loan Agreement secured
obligations, and (ii) the date that is 90 days from the date of
the Bank of New York's receipt of the standstill notice.

                       About Empire Resorts

Empire Resorts Inc. -- http://www.empiresorts.com/-- owns and
operates the Monticello Casino & Raceway, including slot machines
and a 230-acre harness racing facility in Sullivan County, 90
miles from midtown Manhattan.

As of June 30, 2009, Empire Resorts had total assets of
$45,791,000 against total debts of $81,489,000, resulting to total
stockholders' deficit of $35,698,000.  The $81,489,000 in
liabilities, which include $65,000,000 owing to convertible notes,
are all classified as "current liabilities".  The Company had
accumulated deficit of $105,375,000 as of June 30, 2009.


FAIRPOINT COMM: Bank Debt Trades at 25% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 74.75 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 5.36
percentage points from the previous week, The Journal relates.
The loan matures on March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's CC rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 2,
among the 145 loans with five or more bids.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- 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.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

On September 29, Moody's Investors Service repositioned FairPoint
Communications, Inc.'s Probability of Default Rating to Ca/LD from
Ca to reflect the limited default that has occurred following non-
payment of the principal due on its credit facility on September
30, 2009.  The "/LD" suffix will be removed after three business
days.


FAIRPOINT COMM: Fails to Make Sept. 30 Interest Payments
--------------------------------------------------------
FairPoint Communications, Inc., didn't make interest and
amortization payments totaling $28.0 million due on September 30,
2009, under its credit facility, dated as of March 31, 2008, as
amended, which failure resulted in an event of default under the
Credit Facility.  As previously disclosed, on September 25, 2009,
the Company entered into a forbearance agreement with lenders
under the Credit Facility holding more than 50% of the loans and
commitments outstanding thereunder.  The lenders who are party to
the Forbearance Agreement have agreed to forbear from accelerating
the maturity of the loans outstanding under the Credit Facility
and from exercising any other remedies thereunder upon the
occurrence of certain events of default, including the event of
default described above, until October 30, 2009.  However, the
Forbearance Agreement will automatically terminate prior to such
date upon the occurrence of certain triggering events described in
the Forbearance Agreement.  As of September 30, 2009, the
aggregate principal amount of loans outstanding under the Credit
Agreement was $2.0 billion.

Notwithstanding the provisions of the Forbearance Agreement,
pursuant to the terms of the Credit Facility, interest in respect
of all overdue amounts under the Credit Facility will accrue at a
rate per annum equal to the base rate, plus the sum of (x) 2.0%
and (y) the applicable base rate margin; provided, that principal
in respect of Eurodollar Loans shall bear interest from the date
the same becomes due until the end of the interest period then
applicable to such Eurodollar Loan at a rate per annum no less
than the rate which is equal to 2% in excess of the rate
applicable thereto on such date.

In addition, the Company did not make the payments due on
September 30, 2009 under (i) the ISDA Master Agreement with
Wachovia Bank, N.A., dated as of December 12, 2000, as amended and
restated as of February 1, 2008, and (ii) the ISDA Master
Agreement with Morgan Stanley Capital Services Inc., dated as of
February 1, 2005, which failure may result in an event of default
under the Wachovia Swap Agreement and/or the Morgan Stanley Swap
Agreement.  The payments due under the Wachovia Swap Agreement and
the Morgan Stanley Swap Agreement were $5.7 million and
$8.3 million, respectively.  Pursuant to the forbearance agreement
the Company entered into with Wachovia on September 25, 2009,
Wachovia has agreed not to exercise any of its rights and remedies
under the Wachovia Swap Agreement relating to the Company's
failure to make the payment due on September 30, 2009 under the
Wachovia Swap Agreement until October 30, 2009.  However, the
Wachovia Forbearance Agreement will automatically terminate prior
to such date upon the occurrence of certain specified triggering
events.  Pursuant to the forbearance agreement the Company entered
into with Morgan Stanley on September 30, 2009, Morgan Stanley has
agreed not to exercise any of its rights and remedies under the
Morgan Stanley Swap Agreement relating to the Company's failure to
make the payment due on September 30, 2009, under the Morgan
Stanley Swap Agreement until October 30, 2009.  However, the
Morgan Stanley Forbearance Agreement will automatically terminate
prior to such date upon the occurrence of certain specified
triggering events.  Based on information provided by the
counterparties, the Company estimates that the aggregate liability
under the Wachovia Swap Agreement and the Morgan Stanley Swap
Agreement is $52.0 million and $37.5 million, respectively, as of
September 30, 2009.

A semi-annual interest payment is due on October 1, 2009, with
respect to (i) the Company's 131/8% Senior Notes due 2018, which
were issued in connection with a private exchange offer for the
Company's 131/8% Senior Notes due 2018 issued in connection with
its merger with Northern New England Spinco Inc., and (ii) the Old
Notes.  The Company has decided to avail itself of the 30-day
grace period provided for in the indentures under which the Notes
and the Old Notes were issued and not to make such payments on
October 1, 2009.

                  Bankruptcy Possible, CEO Says

According to The Burlington Free Press, FairPoint Communications
CEO David Hauser said that the Company's bankruptcy is "certainly
very possible" within the next 45 days.  Dan McLean at Free Press
says that Mr. Hauser has assured that the bankruptcy wouldn't
result in liquidation, but would improve cash flow and let
FairPoint Communications maintain its commitment to provide
quality phone service and expand broadband Internet access.

             Departure of Directors or Certain Officers

On September 28, 2009, Robert Kennedy notified the Company's Board
of Directors that he resigned from his position as a director of
the Company, effective immediately.  Mr. Kennedy's resignation
from the Board is not related to a disagreement with the Company.

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

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


FAIRPOINT COMM: Moody's Changes Default Rating to Ca/LD
-------------------------------------------------------
As indicated in its press release of September 29, 2009, Moody's
Investors Service repositioned FairPoint Communications, Inc.'s
Probability of Default Rating to Ca/LD from Ca to reflect the
limited default that has occurred following non-payment of the
principal due on its credit facility on September 30, 2009.  The
"/LD" suffix will be removed after three business days.

The company's ratings and negative outlook reflect Moody's belief
that further restructuring of the balance sheet is inevitable, as
the its current capital structure is deemed unsustainable based on
the probable EBITDA and cash flow that the company will generate
from its operations in relation to its debt structure over the
forward rating horizon.

These summarizes the rating actions taken by Moody's:

Adjustment:

Issuer: FairPoint Communications, Inc.

  -- Probability of Default Rating, Adjusted to Ca/LD from Ca

Moody's most recent rating action for FairPoint was on
September 29, 2009.  At that time, Moody's downgraded FairPoint's
corporate family rating to Caa3 from Caa2, the probability of
default rating to Ca from Caa3, and lowered ratings of its senior
secured and senior unsecured debts to Caa2 from Caa1 and to C from
Ca, respectively.  These rating actions followed the company's
announcement that it would likely miss the scheduled principal and
interest payments due on September 30, 2009.

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


FAIRPOINT COMM: S&P Cuts Corporate Credit Rating to 'D'
-------------------------------------------------------
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'.

These actions follow the company's announcement that it missed its
interest payment due Sept. 30, 2009, on its secured bank loan and
the interest payment due Oct. 1, 2009, on its cash-pay unsecured
notes.  The company has entered into a forbearance agreement with
bank lenders which is effective until Oct. 30, 2009, and has
indicated that it is in negotiations with creditors to
restructure, which may require a bankruptcy filing.


FARMERS BLVD REALTY: Case Summary & 4 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Farmers Blvd Realty LLC
        805 Cross Street
        Lakewood, NJ 08701

Bankruptcy Case No.: 09-36229

Chapter 11 Petition Date: October 1, 2009

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

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

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

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

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

             http://bankrupt.com/misc/njb09-36229.pdf

The petition was signed by Eli Weinstein, managing member of the
Company.


FIDELITY NATIONAL: Metavante Deal Cues Moody's to Keep Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 ratings (corporate
family rating, probability of default rating, and senior secured
credit facility ratings) of FIS (formerly Fidelity National
Information Services, Inc.) following the closing of the company's
acquisition of Metavante Corporation in a stock-for-stock deal.
In addition, Moody's upgraded Metavante's senior secured term loan
rating to Ba1 from Ba2.  The upgrade concludes a review of
Metavante's ratings initiated on April 1, 2009, following the
announcement that FIS will acquire Metavante Corporation.  The
rating outlook is stable.

The upgrade of Metavante's senior secured term loan reflects the
additional support provided by the guarantee of FIS as well as the
equivalent senior position of the debt in the combined company's
capital structure.  In addition, FIS' speculative grade liquidity
rating has been upgraded to SGL-1 from SGL-2 due to the increased
cash flow and revolver capacity arising from the merger.

The Ba1 rating reflects FIS' market position as a worldwide leader
in payment and bank processing services that should facilitate
margin and cash flow expansion and de-levering over time as global
scale is achieved, cost redundancies are eliminated, and relative
competitive advantages are shared.  The combination provides a
more formidable competitor to Fiserv, Inc. (rated Baa2) who
historically has been the market leader.  The merger expands FIS'
core processing services and payment capabilities while increasing
market coverage (i.e., from large banks to regional and community
banks) and geographic reach.

The rating is supported by the company's recurring transaction-
fee-based model secured by long-term contracts, the high switching
costs of its core banking software and services, and the favorable
outlook for electronic payments industry growth.  The rating,
however, is constrained by significant integration challenges, the
company's propensity to grow through acquisitions in a
consolidating financial services industry, and limited growth
opportunities in domestic core bank processing.

In connection with the closing of the transaction, Metavante
Corporation's $1.7 billion senior secured term loan has been
reduced to $800 million with $500 million being exchanged into an
accordion term loan.  In addition, FIS has entered into a new
$145 million receivables-backed facility.  On a consolidated
basis, pro forma leverage (Moody's adjusted) will be about 3.3x,
(less than 3x after incorporating company-estimated synergies of
$260 million), which is consistent with FIS' Ba1 rating category.

FIS (formerly Fidelity National Information Services, Inc.) --

Ratings affirmed:

* Corporate Family Rating -- Ba1

* Probability of Default Rating -- Ba1

* $2.1 billion First Lien Senior Secured Term Loan A - Ba1, LGD 3,
  (47%)

* $900 million First Lien Senior Revolving Credit Facility - Ba1,
  LGD 3, (47%)

Ratings assigned:

* $500 million Senior Secured Term Loan C - Ba1, LGD 3, (47%)
* $145 million receivables-backed revolver at Ba1, LGD 3, (47%)

Rating upgraded:

* Speculative Grade Liquidity Rating upgraded to SGL-1 from SGL-2

Metavante Corporation -

Rating upgraded:

* $800 million Senior Secured Term Loan B due 2014 (previously
  Metavante's $1.75 billion) upgraded to Ba1, LGD 3, 47% from Ba2,
  LGD 3 (34%)

Ratings withdrawn:

* Metavante's Corporate Family Rating of Ba2

* Metavante's Probability of Default Rating of Ba3

* Metavante's Speculative Grade Liquidity Rating of SGL-2

* $250 million Metavante's Senior Secured Revolving Credit
  Facility (expires 2013) -- Ba2, LGD 3 (34%)

Moody's latest rating action for Fidelity National Information
Services, Inc. was taken on July 2, 2008 at which time the Ba1
corporate family rating was confirmed following the spin-off of
its Lender Processing Services division into a separate publicly
traded company.  Moody's most recent rating action concerning
Metavante Corporation was taken on April 1, 2009, when all ratings
were placed on review for possible upgrade following the
announcement that FIS would acquire Metavante.

FIS, headquartered in Jacksonville, Florida, provides card
issuing, core bank processing, and online bill payment services to
financial institutions.


FIFTEEN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fifteen Properties, Inc.
           fdba N.O.M. Properties, Inc.
        3841 Green Hills Village Drive, Suite 400
        Nashville, TN 37215

Bankruptcy Case No.: 09-11327

Chapter 11 Petition Date: October 1, 2009

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

Judge: George C. Paine, II

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

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

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

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

            http://bankrupt.com/misc/tnmb09-11327.pdf

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


FINLAY FINE JEWELRY: Arthur Reiner Leaves CEO Post
--------------------------------------------------
Reuters reports that Finlay Fine Jewelry Corp. and Finlay
Enterprises Inc. CEO Arthur Reiner resigned, effective
September 30.  Mr. Reiner will continue to serve as chairman,
Finlay Fine Jewelry said in a filing with the U.S. Securities and
Exchange Commission.

Finlay Fine Jewelry, headquartered in New York City, is a retailer
of fine jewelry operating stand-alone specialty jewelry stores and
licensed jewelry departments in department stores throughout the
United States.  Finlay Fine Jewelry is a subsidiary of Finlay
Enterprises Inc., New York City, which in August filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in New York City.

As reported by the TCR on July 10, 2009, Moody's Investors Service
lowered Finlay Fine Jewelry Corporation's corporate family rating
to Ca from Caa3 and probability of default rating to Ca/LD from
Caa3, as the company failed to make the $1.7 million interest
payment to the holders of the $40.6 million 8.375% senior
unsecured notes due June 2012, prior to July 1, 2009, which was
the expiration of the 30-day grace period provided in the
indenture.  Moody's also downgraded the rating of the 8.375%
senior unsecured notes to C from Ca.  The rating outlook remains
negative.

According to the TCR on June 19, 2009, Standard & Poor's Ratings
Services lowered its corporate credit rating on New York City-
based Finlay Enterprises Inc. and its wholly owned subsidiary,
Finlay Fine Jewelry Corp., to 'D' from 'CCC' and lowered the issue
level rating on its 8 3/8% senior notes due June 2012 to 'D'.


FINLAY ENTERPRISES: Reiner Resigns as CEO, Remains as Chairman
--------------------------------------------------------------
Arthur E. Reiner resigned from his positions as Chief Executive
Officer and President of Finlay Enterprises, Inc., September 30,
2009.  In addition, Mr. Reiner resigned from his position as Chief
Executive Officer of the Company's wholly owned subsidiary, Finlay
Fine Jewelry Corporation.  Mr. Reiner's resignations are effective
as of September 30, 2009.  Mr. Reiner will continue to serve as
both Chairman of the Board of Directors of the Company and as
Chairman of the Board of Directors of Finlay Jewelry.

                     About Finlay Enterprises

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

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

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

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct "store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


FOOD-O-MEX CORPORATION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Food-O-Mex Corporation
           dba El Dorado Mexican Food Products
        2928 N. Main Street
        Los Angeles, CA 90031

Bankruptcy Case No.: 09-36737

Chapter 11 Petition Date: October 1, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Robert S. Altagen, Esq.
                  Law Offices of Robert S Altagen
                  1111 Corporate Ctr Dr #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  Email: rsaink@earthlink.net

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

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

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

             http://bankrupt.com/misc/cacb09-36737.pdf

The petition was signed by Eleanor A. Lopez, president of the
Company.


FORD MOTOR: Bank Debt Trades at 12% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 87.93 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.82 percentage points from
the previous week, The Journal relates.  The loan matures on
Dec. 15, 2013.  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 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. 2, among the 145 loans
with five or more bids.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported in the Troubled Company Reporter on Sept. 7, 2009,
Moody's upgraded the Corporate Family Rating of Ford Motor Company
to Caa1 from Caa3, and also raised the company's Speculative Grade
Liquidity rating to SGL-3 from SGL-4.  The rating outlook was
changed to Stable from Negative.  Ford's Probability of Default
Rating remains at Caa3.  In a related action, Moody's placed the
Caa1 senior unsecured rating of Ford Motor Credit Company LLC on
review for possible upgrade.

The rating actions reflect Moody's belief that after a period of
intensive restructuring of its operations and balance sheet,
Ford's business viability has significantly improved.  The
positioning of the CFR rating at Caa1 balances the substantial
achievements the company has made in restructuring its operations
and rebuilding competitiveness against the expectation that even
with these improvements meaningful earnings and cash flow
generation will not be evident before 2011.  Moody's believes that
Ford has adequate liquidity to bridge itself until 2011 as
reflected in the upgrade of the SGL rating to SGL-3.
Notwithstanding the upgrade of the CFR rating, Ford's PDR is being
maintained at Caa3 due to the continuing potential that the
company might undertake further balance sheet restructuring
initiatives (such as an exchange offer or below-par tender for
outstanding obligations) that Moody's would view as a default for
rating purposes.


FORTICELL BIOSCIENCE: CFO/CEO Working Without Pay
-------------------------------------------------
Crain's New York Business reports that Alan Schoenbart, Forticell
BioScience's CEO and chief financial officer, is working without
pay, along with the Company's chief scientific officer, as they
continued to seek for investors.

Crain's relates that if Forticell were forced out of its finely
calibrated laboratory, getting the government's stamp of approval
for a product with wider applications would be much more
difficult.  The report says that Forticell's product, OrCel, has a
short shelf life, and in 2001 the FDA approved it for treating
burns in children.  The report states that approval for a frozen
version would let Forticell tap into a much larger market: the
$500 million market for venous leg ulcers, a skin malady that
often plagues diabetics.

According to Crain's Mr. Schoenbart was able to land almost
$200,000 to help continue the FDA approval process, but the larger
sum, $600,000, which he needed to get Forticell through approval
and operating fell through, dashing his plans to reorganize.

Based in New York, Forticell Bioscience Inc. --
http://www.forticellbioscience.com/-- engages on regenerative
medicine and stem cell therapy.  The Company filed for Chapter 11
protection on November 21, 2008 (Bankr. S.D.N.Y. Case No. 08-
14665).  Randy M. Kornfeld, Esq., at Kornfeld & Associates, P.C.,
represents the Debtor in its restructuring efforts.  When it
sought for protection from its creditors, the Debtor posted assets
between $1 million and $10 milion.


FORTUNE INDUSTRIES: Going Concern Doubt Raised on Recurring Losses
------------------------------------------------------------------
Somerset CPAs, P.C., in Indianapolis, Indiana, expressed
substantial doubt about Fortune Industries, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for fiscal periods ended June 30, 2009, Aug. 31, 2008,
and 2007.  The auditor noted that the Company has had recurring
losses from operations and has a net capital deficiency.

The Company's balance sheet at June 30, 2009, showed total assets
of $30,513,000, total liabilities of $11,828,000 and a
stockholders' equity of $18,685,000.

For ten months ended June 30, 2009, the Company reported a net
income 1,384,000 compared with a net loss of $19,035,000 for
fiscal year ended Aug. 31, 2009.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4605

Fortune Industries, Inc. (AMEX:FFI) is a holding company of
various product and service entities.  During the fiscal year
ended August 31, 2008, the Company operated in five segments:
Business Solutions, Wireless Infrastructure, Transportation
Infrastructure, Ultraviolet Technologies and Electronics
Integration.  Effective Dec. 1, 2008, the Company operated in a
single segment, which is Business Solutions segment.  Effective
November 30, 2008, the Company sold its wholly owned subsidiaries
James H Drew Corporation, Nor-Cote International, Inc., Fortune
Wireless, Inc., and Commercial Solutions, Inc.


FRONTIER AIRLINES: Liquidity Solutions Buys Claims
--------------------------------------------------
In separate statements, these entities notified the Court and
parties-in-interest on September 18, 2009, that they absolutely
and unconditionally sold, conveyed and transferred all their
right, title, benefit and interest in these claims totalling
$10,567 to Liquidity Solutions Inc.:

  Transferor                      Claim No.       Claim Amount
  ----------                      ---------       ------------
  Blagg Tire & Service, Inc.     undisclosed         $1,075
  Jardel Enterprises Inc.            755              1,749
  Intermountain Electric Inc.    undisclosed          2,827
  Runway Express Delivery            686              4,916

                      About Frontier Airlines

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

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

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

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


GOLDEN STATE MUTUAL: Under Order of Conservation; AM Best FSR at E
------------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating (FSR) of E
(Under Regulatory Supervision) and an issuer credit rating (ICR)
of "rs" to Golden State Mutual Life Insurance Company (GSM) (Los
Angeles, CA).

These rating actions reflect the announcement by California
Insurance Commissioner Steve Poizner that GSM has been served an
order of conservation and will discontinue selling new policies
immediately.  At this point, GSM has advised the California
Department of Insurance that it will not oppose the conservation,
and the company has been taken over by the Commissioner's
Conservation and Liquidation Office.  This office will oversee the
payment of claims and the receipt of premiums, while developing a
wind-down plan to protect the policyholders.  Throughout this time
period, it is necessary for insureds to continue to pay their
premiums to keep their insurance policy in force.

On April 24, 2009, A.M. Best downgraded the ICR to "b" from "b+"
and affirmed the FSR of C++ (Marginal) of GSM, revising the
outlook to negative from stable.  Subsequently, A.M. Best withdrew
the ratings at the company's request and assigned a category NR-4
to the FSR and an "nr" to the ICR.


GOTTSCHALKS INC: Has Yet to File Report for August 2009 Quarter
---------------------------------------------------------------
Gottschalks Inc. has yet to file with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
August 1, 2009.

On January 14, 2009, Gottschalks filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
Since that time, Gottschalks has been immersed in bankruptcy-
related matters.  In addition, the Chapter 11 proceedings created
obligations for Gottschalks to file monthly operating reports with
the Bankruptcy Court.  As a result of the effort required to
address and analyze these matters, Gottschalks has not completed
the financial statements and other disclosures for the Form 10-Q
at this time.

The Form 10-Q was originally due by September 14, 2009.

The Debtor also has not filed its Annual Report on Form 10-K for
the fiscal year ended January 31, 2009; and its Quarterly Report
on Form 10-Q for the fiscal quarter ended May 2, 2009.

Gottschalks anticipates that there will be a significant change in
results of operations for the three months ended August 1, 2009,
as compared to the same period ended August 2, 2008.  Gottschalks
anticipates specifically that the results will reflect an
operating loss and a net loss for each of the three months that
could be significantly greater than in the prior year periods due,
in part, to the closing of 59 full-line Gottschalks department
stores and 3 specialty stores; a substantial decline in sales;
potential asset impairment charges; the results of certain on-
going liquidation sales of remaining assets; and increased
professional fees and costs related to the Chapter 11 proceedings.
Because of the on-going work associated with the Chapter 11
proceedings, Gottschalks is unable to provide a reasonable
estimate of its results of operations for the three months ended
August 1, 2009.

                         About Gottschalks

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts.


HARRAH'S OPERATING: Bank Debt Trades at 2% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
97.82 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.40
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 23, 2016.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's and Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 2, among the 145
loans with five or more bids.

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

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

On Sept. 24, 2009, The TCR reported that Standard & Poor's Ratings
Services assigned its 'B-' issue-level rating to Las Vegas-based
casino operator Harrah's Operating Co., Inc.'s proposed
$750 million incremental first-lien senior secured term loan.  In
addition, S&P assigned the loan a recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default.  Harrah's Operating
Co. Inc. is a wholly owned subsidiary of Harrah's Entertainment,
Inc.  Proceeds from the term loan will be used to refinance or
retire existing debt, including cash outflows associated with cash
tender offers HET has announced in conjunction with the proposed
term loan.

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

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

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


HCA INC: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 93.79 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.95 percentage points from
the previous week, The Journal relates.  The loan matures on Nov.
6, 2013.  The Company pays 225 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. 2, among the 145 loans
with five or more bids.

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

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


HERTZ CORP: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Hertz Corporation
is a borrower traded in the secondary market at 92.95 cents-on-
the-dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.84 percentage points from
the previous week, The Journal relates.  The loan matures on
Dec. 21, 2012.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody'sBa1
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. 2, among the 145 loans
with five or more bids.

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

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.


IDEARC INC: Bank Debt Trades at 58% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 42.36 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.11 percentage points from
the previous week, The Journal relates.  The loan matures on
Nov. 17, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating while
Standard & Poor's has assigned a default rating on the bank debt.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 2, among the 145 loans with five or more bids.

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

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


INDERJIT KALIA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Inderjit Kalia
                  dba Days Inn Santa Rosa
                  dba Valley of the Moon Plaza
                  aka Andy Kalia
               Joy Mukherji
                  dba Days Inn Santa Rosa
                  dba Valley of the Moon Plaza
                  aka Joy Kalia
               3270 Montecito Avenue
               Santa Rosa, CA 95404

Case No.: 09-13249

Chapter 11 Petition Date: October 1, 2009

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

Debtors' Counsel: Steven M. Olson, Esq.
                  Law Offices of Steven M. Olson
                  100 E., St. #214
                  Santa Rosa, CA 95404
                  Tel: (707) 575-1800
                  Email: smo@smolsonlaw.com

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

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

The petition was signed by the Joint Debtors.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Sonoma County Tax Collector    transient/BIA Tax      $80,000

California State Board of Eq.  sales Tax              $70,000

Wyndham Hotel Group/Days Inn   Franchise fees         $51,000

Sharon Wright                  Judgement              $50,000

Town and Country Contractors   Trade debt             $26,186

Franchise Tax Board            Income tax             $25,000

Adobe Engineering              Trade debt             $17,796

Sonoma Law Group               attorney's fees        $8,800
                               and costs

Wine Country Radio             Trade debt             $5,400

City of Sana Rosa              Trade debt             $5,240

Employment Development Depart. Payroll taxes          $5,000

Rajindar Singh                 Wages                  $3,200

Timothy Gordon                 Wages                  $510

Culligan of North Ba           Trade debt             $469
c/o Cal Coast Cred. Serv.

Laura Serna Velez              Wages                  $450

Barrera, Emma                  Wages                  $400

Alberto E. Ortiz               Wages                  $390

Carmen Aguiar                  Wages                  $360

Maria Soledad Banderas         Wages                  $360

Lourdes Chavez                 Wages                  $340


INTEGRITY BANCSHARES: Dist. Ct. Will Hear Trustee's D&O Lawsuit
---------------------------------------------------------------
WestLaw reports that substantial and material consideration of the
Financial Institutions Reform Recovery and Enforcement Act
(FIRREA) was likely to be required in an adversary proceeding
brought in a bank holding company's Chapter 7 case against the
company's officers for breach of fiduciary duties and negligence.
Thus, mandatory withdrawal of the reference was appropriate.  The
FDIC asserted that derivative claims asserted by the trustee
belonged exclusively to the FDIC as the bank's receiver.  Lubin v.
Cincinnati Ins. Co., --- B.R. ----, 2009 WL 2175859 (N.D. Ga.).

Integrity Bancshares, Inc., is an Atlanta-based bank holding
company.  Integrity's wholly-owned subsidiary, Integrity Bank was
a full service independent community bank.  On August 29, 2008,
the Bank went into receivership and its assets were taken over by
the FDIC.  Integrity Bancshares filed a voluntary Chapter 7
petition (Bankr. N.D. Ga. Case No. 08-80512) on October 13, 2008.

On February 3, 2009, Jordan E. Lubin, the Chapter 7 Trustee, sued
(Bankr. N.D. Ga. Adv. Pro. No. 09-06057) Steven M. Skow, Suzanne
Long, Douglas G. Ballard, II, and Robert F. Skeen, III, who are
former directors and officers of Integrity.  The Trustee seeks
damages against the Individual Defendants for breaches of
fiduciary duties, negligence, and attorney's fees.  Prior to the
assets of the Bank being taken over by the FDIC, Integrity
purchased a D&O liability policy from Cincinnati Insurance Company
providing liability coverage for certain claims against the
Individual Defendants.  On February 3, 2009, the Trustee filed a
declaratory judgment action (N.D. Ga Case No. 09-cv-1156) seeking
to determine Integrity's rights with respect to the coverage
provided by the Policy.  On March 5, 2009, the Defendants filed a
Motion to Withdraw the Reference, and on April 29, 2009, the
Defendants filed a Renewed Motion to Withdraw the Reference.  In
the interval between the Defendants' two motions to withdraw, the
FDIC filed a motion to intervene in the adversary proceeding.
Contemporaneously with filing the Motion to Withdraw Reference,
Defendants filed a Jury Demand, a Motion to Dismiss, a Motion to
Stay, and a Motion to Consolidate the declaratory judgment action
with the adversary proceeding.

In the District Court, the Honorable Richard W. Story ruled that
everything related to the D&O litigation should be withdrawn from
the Bankruptcy Court and consolidated in the District Court.

The Chapter 7 Trustee is represented by:

         Jay Daniel Brownstein, Esq.
         Brownstein Nguyen & Little LLP
         2010 Montreal Road
         Tucker, GA 30084
         Telephone: (770) 458-9060

              - and -

         Kevin S. Little, Esq.
         Brownstein Nguyen & Little LLP
         1201 Peachtree Street N.E.
         400 Colony Square, Suite 200
         Atlanta, GA 30361
         Telephone: (404) 685-1662


INTELSAT LTD: Bank Debt Trades at 5.44% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Intelsat, Ltd., is
a borrower traded in the secondary market at 94.56 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.58 percentage points from
the previous week, The Journal relates.  The loan matures on
Jan. 3, 2014.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Oct. 2, among the 145 loans with five or more
bids.

Headquartered in Pembroke, Bermuda, Intelsat, Ltd., formerly
PanAmSat Corp. -- http://www.intelsat.com/-- is the largest fixed
satellite service operator in the world and is owned by Apollo
Management, Apax Partners, Madison Dearborn, and Permira.  The
company has a sales office in Brazil.

Intelsat Ltd.'s balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million as of March 31, 2008.


INTERSTATE HOTELS: Adopts Tax Benefit Preservation Plan
-------------------------------------------------------
Interstate Hotels & Resorts' board of directors on September 24,
2009, adopted a tax benefit preservation plan designed to preserve
the value of its substantial tax assets.

The purpose of the plan is to protect stockholder value by
attempting to preserve the company's ability to maximize available
federal tax deductions that may be deemed built-in losses and to
prevent a possible limitation on the company's ability to use its
net operating losses, capital losses and tax credit carryforwards
to reduce potential future federal income tax obligations.

The company has experienced and continues to experience tax
losses, and under the Internal Revenue Code and rules promulgated
by the Internal Revenue Service, Interstate may "carry forward"
these losses, as well as capital losses and tax credits, in
certain circumstances to offset any current and future earnings
with these items, as well as deductions deemed to be built-in
losses, and thus reduce Interstate's federal income tax liability,
subject to certain requirements and restrictions.

However, if the company experiences an "ownership change," as
defined in Section 382 of the Internal Revenue Code, its ability
to use the tax attributes and to use other tax deductions deemed
to be built-in losses could be substantially limited, and the
timing of the usage of the tax attributes could be substantially
delayed, which could significantly impair the value of these
assets.

The tax benefit preservation plan is intended to act as a
deterrent to any person or group acquiring 4.99% or more of
Interstate's outstanding common stock without the approval of the
board of directors.  Stockholders who already own 4.99% or more of
the outstanding common stock will not trigger the plan so long as
they do not acquire additional shares of common stock aggregating
more than 0.1% of the outstanding common shares.  The board may,
in its sole discretion, exempt any person or group from being
deemed an Acquiring Person for purposes of the plan.

The plan is similar to tax benefit preservation plans adopted by
many other public companies with significant tax attributes.

As part of the plan, the Interstate Hotels & Resorts board of
directors declared a dividend of one preferred share purchase
right for each outstanding share of its common stock.  The
preferred share purchase rights will only be exercisable if a
distribution under the plan is triggered by an "ownership change,"
as defined by the Internal Revenue Code.  Any rights held by an
Acquiring Person are void and may not be exercised.

Additional information regarding the tax benefit preservation plan
will be filed by Interstate is available at no charge at:

               http://ResearchArchives.com/t/s?460e

                        Going Concern Doubt

The Company added that the report from KPMG LLP, its independent
registered public accounting firm included in our Form 10-K for
the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about its ability to
continue as a going concern due to potential credit facility
covenant violations.

In July 2009, the Company amended the terms of its credit facility
to extend the maturity date from March 2010, to March 2012, and
restructure existing financial and non-financial covenants.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4130

                 About Interstate Hotels & Resorts

Based in Arlington, Virginia, Interstate Hotels & Resorts, Inc. --
http://www.ihrco.com/-- has ownership interests in 56 hotels and
resorts, including seven wholly owned assets.  Including those
properties, the company and its affiliates manage a total of 223
hospitality properties with more than 45,500 rooms in 37 states,
the District of Columbia, Russia, India, Mexico, Belgium, Canada
and Ireland.  Interstate Hotels & Resorts also has contracts to
manage 13 to be built hospitality properties with approximately
3,000 rooms.

                           *     *     *

As reported by the Troubled Company Reporter on March 18, 2009,
Moody's Investors Service downgraded the ratings of Interstate
Hotels & Resorts (corporate family rating to Caa1 from B2) and
Interstate Operating Company, L.P. (senior secured debt to Caa1
from B2).  The ratings were placed on review for possible
downgrade.


INT'L BARRIER: Posts $718,000 Net Loss in Fiscal Ended June 30
--------------------------------------------------------------
International Barrier Technology Inc. posted a net loss of
$718,545 for fiscal year ended June 30, 2009, compared with a net
loss of $808,350 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $4,849,117, total liabilities of $1,684,973 and a stockholders'
equity of $3,164,144.

BDO Dunwoody LLP in Vancouver, Canada expressed substantial doubt
about International Barrier Technology Inc.'s ability to continue
as a going concern after auditing the Company's financial
statements for fiscal years ended June 30, 2009, and 2008.  The
auditor noted that the Company suffered recurring losses from
operations.

The Company's ability to continue as a going concern is dependent
upon its ability to generate future profitable operations or to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due. The Company's management has no formal plan in place to
address this concern but considers obtaining additional funds by
equity financing or from issuing promissory notes.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4607

International Barrier Technology Inc. develops, manufactures and
markets proprietary fire resistant building materials branded as
Blazeguard in the United States of America.  The company owns the
exclusive U.S. and international rights to the Pyrotite fire
retardant technology.


INTERSTATE HOTELS: Adopts Tax Benefit Preservation Plan
-------------------------------------------------------
The board of directors of Interstate Hotels & Resorts Inc. has
adopted a tax benefit preservation plan designed to preserve the
value of its substantial tax assets.

The purpose of the plan is to protect stockholder value by
attempting to preserve the company's ability to maximize available
federal tax deductions that may be deemed built-in losses and to
prevent a possible limitation on the company's ability to use its
net operating losses, capital losses and tax credit carryforwards
to reduce potential future federal income tax obligations.

The company has experienced and continues to experience tax
losses, and under the Internal Revenue Code and rules promulgated
by the Internal Revenue Service, Interstate may "carry forward"
these losses, as well as capital losses and tax credits, in
certain circumstances to offset any current and future earnings
with these items, as well as deductions deemed to be built-in
losses, and thus reduce Interstate's federal income tax liability,
subject to certain requirements and restrictions.

However, if the company experiences an "ownership change," as
defined in Section 382 of the Internal Revenue Code, its ability
to use the tax attributes and to use other tax deductions deemed
to be built-in losses could be substantially limited, and the
timing of the usage of the tax attributes could be substantially
delayed, which could significantly impair the value of these
assets.

The tax benefit preservation plan is intended to act as a
deterrent to any person or group acquiring 4.99% or more of
Interstate's outstanding common stock without the approval of the
board of directors.  Stockholders who already own 4.99% or more of
the outstanding common stock will not trigger the plan so long as
they do not acquire additional shares of common stock aggregating
more than 0.1% of the outstanding common shares.  The board may,
in its sole discretion, exempt any person or group from being
deemed an Acquiring Person for purposes of the plan.

The plan is similar to tax benefit preservation plans adopted by
many other public companies with significant tax attributes.

As part of the plan, the Interstate Hotels & Resorts board of
directors declared a dividend of one preferred share purchase
right for each outstanding share of its common stock.  The
preferred share purchase rights will only be exercisable if a
distribution under the plan is triggered by an "ownership change,"
as defined by the Internal Revenue Code.  Any rights held by an
Acquiring Person are void and may not be exercised.

Additional information regarding the tax benefit preservation plan
is available at no charge at http://ResearchArchives.com/t/s?460f

A full-text copy of the Tax Benefit Preservation Plan, dated as of
September 24, 2009, between Interstate Hotels & Resorts, Inc. and
Computershare Trust Company, N.A., as Rights Agent, is available
at no charge at http://ResearchArchives.com/t/s?460e

                        Going Concern Doubt

The Company added that the report from KPMG LLP, its independent
registered public accounting firm included in our Form 10-K for
the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about its ability to
continue as a going concern due to potential credit facility
covenant violations.

In July 2009, the Company amended the terms of its credit facility
to extend the maturity date from March 2010, to March 2012, and
restructure existing financial and non-financial covenants.

At June 30, 2009, the Company's balance sheet showed total assets
of $465.5 million, total liabilities of $311.6 million and
stockholders' equity of $153.9 million.

                 About Interstate Hotels & Resorts

Based in Arlington, Virginia, Interstate Hotels & Resorts
(NYSE: IHR) -- http://www.ihrco.com/-- has ownership interests in
57 hotels and resorts, including seven wholly owned assets.
Together with these properties, the company and its affiliates
manage a total of 225 hospitality properties with more than 46,000
rooms in 37 states, the District of Columbia, Russia, Mexico,
Belgium, Canada, and Ireland.  Interstate Hotels & Resorts also
has contracts to manage 16 to be built hospitality properties with
approximately 4,000 rooms.

                           *     *     *

As reported by the Troubled Company Reporter on March 18, 2009,
Moody's Investors Service downgraded the ratings of Interstate
Hotels & Resorts (corporate family rating to Caa1 from B2) and
Interstate Operating Company, L.P. (senior secured debt to Caa1
from B2).  The ratings were placed on review for possible
downgrade.


JENNINGS STATE BANK: Central Bank, Stillwater, Assumes Deposits
---------------------------------------------------------------
Jennings State Bank, Spring Grove, Minnesota, was closed October 2
by the Minnesota Department of Commerce, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Central Bank, Stillwater, Minnesota, to assume all
of the deposits of Jennings State Bank.

The two branches of Jennings State Bank will reopen on Saturday as
branches of Central Bank.  Depositors of Jennings State Bank will
automatically become depositors of Central Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branch until they receive notice from Central Bank
that it has completed systems changes to allow other Central
branches to process their accounts as well.

As of July 31, 2009, Jennings State Bank had total assets of
$56.3 million and total deposits of approximately $52.4 million.
Central Bank did not pay the FDIC a premium for the deposits of
Jennings State Bank.  In addition to assuming all of the deposits
of the failed bank, Central Bank agreed to purchase essentially
all of the assets.

The FDIC and Central Bank entered into a loss-share transaction on
approximately $37.7 million of Jennings State Bank's assets.
Central Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share arrangement is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The agreement also is expected to
minimize disruptions for loan customers.

For more information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-528-6215.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/jennings-mn.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $11.7 million.  Central Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Jennings State Bank is the 97th FDIC-
insured institution to fail in the nation this year, and the
fourth in Minnesota.  The last FDIC-insured institution closed in
the state was Brickwell Community Bank, Woodbury, on September 11,
2009.


JUAN RIVERA RIVERA: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Juan Rivera Rivera
        830 65 De Infanteria
        San Juan, PR 00924

Bankruptcy Case No.: 09-08440

Chapter 11 Petition Date: October 1, 2009

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

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  Law Office Of Carlos Rodriguez Ques
                  PO Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Email: cerqlaw@coqui.net

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

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

According to the schedules, the Company has assets of at least
$3,101,575, and total debts of $1,080,238.

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

             http://bankrupt.com/misc/prb09-08440.pdf

The petition was signed by Juan Rivera Rivera.


LANDAMERICA FIN'L: ACL Wants FRBP2004 Motion Deemed a Formal Claim
------------------------------------------------------------------
American Capital, Ltd., previously asked the Bankruptcy Court to
compel an affiliate of LandAmerica Financial Group Inc. to produce
documents and authorize to conduct an examination pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure.

American Capital, Ltd., in a separate request, asks the Court to
amend its timely filed informal proof of claim, as expressed in
its FRBP Rule 2004 motion, to deem it a formal proof of claim, in
accordance with relevant case law in the Eastern District of
Virginia and the Fourth Circuit.

Under a complaint American Capital commenced against Debtor
LandAmerica Assessment Corporation in 2008 in the Circuit Court
of Montgomery County, Maryland, for negligent misrepresentation
of property condition assessments, American Capital sought from
LAC damages aggregating $3 million, which is also the amount of
American Capital's claim.  The American Capital lawsuit has since
been removed to the U.S. District Court for the District of
Maryland.

Stephen K. Gallagher, Esq., at Venable LLP, in Vienna, Virginia,
asserts that the amendment of American Capital's informal claim
is equitable.  Mr. Gallagher says that neither LAC nor other
creditors will be prejudiced by the amendment because:

  -- LAC included American Capital's claim on its schedules, so
     LAC and all parties-in-interest had knowledge of American
     Capital's claim; and

  -- LAC's bankruptcy cases is still in the early stages and
     although LAC recently filed its plan and disclosure
     statement, the disclosure statement has not been approved,
     votes have not been solicited, and no distributions have
     been made.

Also, any delay, according to Mr. Gallagher, has been minimal.
He notes that no claim objections have been filed with respect to
LAC's Chapter 11 case.  He adds that the Bar Date was established
on a very short timeframe, less than one month after the Bar Date
Notice was served and only 73 days after the Petition Date.  He
maintains that American Capital filed the Rule 2004 Motion on
May 15, 2009, three days before the Bar Date, and American
Capital filed its Motion to Amend Informal Claim about 120 days
after the Bar Date and before any action has been taken by LAC
with respect to claims in its estate.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Cook Ranch Sues for RICO Act Claims
------------------------------------------------------
Cook Ranch Development and Mazlina Lai, both individually and on
behalf of the community property marital estate of Mazlina Lai
and Sothy Lai; and Presidio Group LLC, Presidio Group
International LLC, Jameson Kealii Kauhi, both individually and
upon behalf of the community property marital estate of Jameson
Kealii Kauhi and Ramona Carmelle Kauhi initiated a complaint in
the U.S. Bankruptcy Court for the Eastern District of Virginia
against Debtor LandAmerica Financial Group, Inc., on March 23,
2009, seeking a judicial determination of non-dischargeability of
claims pursuant to Sections 523(a) of the Bankruptcy Code.

LFG, the Cook Ranch and Presidio Group Plaintiffs, Georgina
Perkins, Quantum Development LLC, J & B Management Group Inc.,
Justin Kelly, Phillip Higgins, and Re/Max Equity Capital Inc.
are each engaged in activities and conduct that affect federal
interstate or foreign commerce.  As such, each entity is a
"person" as that term is defined pursuant to Section 1961(3) of
the Racketeer Influenced and Corrupt Organizations Act of 1970 or
what is known as "RICO."

RICO is a set of federal laws specifically designed to punish
criminal activity by business enterprises.  The RICO Act has been
applied against insurance organizations when they are accused of
bad faith failure to pay claims or when there was a question of
insolvency.  Each and every RICO person/defendant is liable as a
principal pursuant to Sections 2(a)-(b) of the Judiciary and
Judicial Procedure and that each and every defendant is liable as
a co-conspirator pursuant to Section 371 of the Bankruptcy Code.

The RICO Plaintiffs allege, among others, that:

  1. LFG engaged in continuous, concerted, and systematic
     activities within the Eastern District of Virginia,
     resulting in injury to their respective interests in their
     business or property, pursuant to Section 1964 of the RICO
     Act;

  2. LFG was engaged in conduct that constitutes a RICO pattern
     of racketeering activity;

  3. LFG was knowledgeable and aware of the activities of
     certain RICO enterprises, and that LFG facilitated and
     furthered RICO conspiracies for the purpose damaging and
     injuring the RICO plaintiffs' interests in their businesses
     and properties; and

  4. They have sustained damages to their interests in business
     and property as a result of LFG's activities or conduct,
     including lost profits, in an amount exceeding $1 million.

Accordingly, the RICO Plaintiffs ask the Court to enter judgment
against LFG for:

  (a) compensatory damages, according to offer of proof at time
      of trial, arising from contravention of Sections 1962(a)
      and (d) of the RICO Act, trebled pursuant to Section 1964
      of the RICO Act;

  (b) recovery of attorneys' fees and costs arising from
      contravention of Section 1962 of the RICO Act; and

  (c) the non-dischargeability of claims for relief pursuant to
      Sections 523.

Moreover, the RICO Plaintiffs demand that the Complaint be tried
before a jury pursuant to the Seventh Amendment of the
Constitution of the United States of America, Rule 38(b) of the
Federal Rules of Civil Procedure, and Local Rule 38 of the Local
Rules of the U.S. District Court for the Eastern District of
Virginia.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: RQ Holdings Sues for Redemption Rights
---------------------------------------------------------
RQ Holdings, Inc., commenced a complaint against LandAmerica
Financial Group, Inc., on April 20, 2009, seeking a declaratory
judgment that LFG is required to honor RQ Holdings' redemption
rights and the method of redemption as set forth an agreement
among the parties.

RQ Holdings is a holding company whose primary asset is RamQuest
Software, Inc.  RamQuest is principally engaged in developing,
marketing and manufacturing title production software used by
title companies.

Troy Savenko, Esq., at Gregory Kaplan, PLC, in Richmond,
Virginia, relates that in 2005, LFG entered into a Shareholders
Agreement with RQ Holdings, Old Republic National Title Holding
Company and certain individual shareholders of RQ Holdings for
the acquisition of 40% of RQ Holdings' common stock.  LFG owns
164.45 shares of RQ Holdings common stock.

The Shareholders Agreement provided RQ Holdings with the option
to purchase LFG's shares in the event LFG declared bankruptcy and
the shares became part of LFG's bankruptcy estate.  Section 6.1
of the Agreement also provides that if a Shareholder or
Shareholder's spouse is the named debtor in bankruptcy or
receivership proceedings and a transfer of Shares is proposed or
directed to the bankrupt estate of the Debtor Shareholder, the
Debtor Shareholder will promptly give written notice to the
Company of the proceeding.  Within 90 days after receiving notice
from the Debtor Shareholder, the Company will have the option to
purchase all or a portion of the Shares then owned by the Debtor
Shareholder.

Subsequently, on March 3, 2009, RQ Holdings provided LFG with a
written notice of its desire to exercise its redemption right as
to all of LFG's 164.45 shares of RQ common stock in accordance
with the Shareholders Agreement.  However, in response to RQ
Holdings' notice, LFG denied that Section 6.1 applied and refused
to acknowledge RQ Holdings' right of redemption, according to Mr.
Savenko.

The Shareholders Agreement also limits transfers of any RQ stock
by the shareholders except as permitted under the Agreement.
Under certain terms of the Agreement, LFG agreed that it would
only transfer its RQ shares pursuant to the Agreement and only to
transferees who agree to be bound by the Agreement.

However, LFG has refused, and continues to refuse, to comply with
the Agreement and RQ Holdings' rights to redeem LFG's shares in
RQ Holdings in the manner set forth under the Agreement, Mr.
Savenko tells the Court.

Accordingly, RQ Holdings asks the Court:

  (a) to enter a declaratory judgment affirming that LFG is
      required to honor RQ Holdings' redemption rights and the
      method of redemption set forth in the Agreement;

  (b) to allow its recovery of reasonable and necessary
      attorneys' fees incurred in connection with the Complaint;
      and

  (c) to award it pre-judgment and post-judgment interest as
      allowed by law.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.  In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

LandAmerica Credit Services, Inc., filed for Chapter 11 in July
2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LESTER LITTELL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Lester F. Littell, III
               Ruthann E. Littell
                  dba Individually and as Trustee for the
                  Lester F. Littell, III, Marital Trust
               P.O. Box 289
               Marion Junction, AL 36759

Bankruptcy Case No.: 09-14578

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Selma)

Debtors' Counsel: James L. Day, Esq.
                  Von G. Memory, P.A., P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  Email: jlday@memorylegal.com

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

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

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

            http://bankrupt.com/misc/alsb09-14578.pdf

The petition was signed by the Joint Debtors.


LEVEL 3: Bank Debt Trades at 12% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 87.75 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.72
percentage points from the previous week, The Journal relates.
The loan matures March 1, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 2,
among the 145 loans with five or more bids.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As reported by the Troubled Company Reporter on June 30, 2009,
Fitch Ratings lowered the rating assigned to the Company's
convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'.  The
rating action brings the subordinated note ratings in line with
Fitch's revised rating definition and mapping criteria.
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was affected by Fitch's action.
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

As reported by the Troubled Company Reporter on March 9, 2009,
Moody's Investors Service confirmed Level 3 Communications, Inc.'s
Caa1 corporate family rating while downgrading the company's
probability of default rating to Caa2 from Caa1 and positioning
the ratings outlook as negative.  Concurrently, the company's SGL-
2 speculative grade liquidity rating (indicating good near-term
liquidity) was affirmed, and, owing to changes in the company's
consolidated waterfall of liabilities stemming from recent tender
offer activity as well as the PDR revision, certain ratings and
loss given default assessments for individual debt instruments
were adjusted (see ratings listing below).  The rating actions
conclude a review initiated on Nov. 24, 2008.


LIFEVANTAGE CORP: Has Going Concern Doubt Due to Recurring Losses
-----------------------------------------------------------------
Ehrhardt Keefe Steiner & Hottman PC in Denver, Colorado, expressed
substantial doubt about Lifevantage Corporation's ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended June 30, 2009 and 2008.  The
auditor noted that the Company suffered recurring losses from
operations and has a net capital deficiency.

Additionally, as of Sept. 15, 2009, the Company received a one
month bridge loan totaling $200,000 from certain directors of the
Company and on Sept. 25, 2009, the Company received an additional
loan for $500,000 from a shareholder.  However, there can be no
assurance that these financing options and cost reduction measures
will result in positive cash flow.

The Company's balance sheet at June 30, 2009, showed total assets
of $5,715,672 and total liabilities of $12,569,766, resulting in a
stockholders' deficit of $6,854,094.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $9,114,634 compared with a net loss of $2,054,439 for the same
period in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4604

Lifevantage Corporation (OTC:LFVN) fka Lifeline Therapeutics,
Inc., manufactures, markets, distributes, and sells Protandim, a
dietary supplement intended to improve the body's natural
antioxidant protection by inducing multiple protective enzymes,
including superoxide dismustase and catalase.  Its wholly owned
subsidiary is Lifeline Nutraceuticals Corporation.  The Company
sells Protandium directly to individuals, as well as to retail
stores.


MARIA CERVANTES: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Maria E. Cervantes
        3192 Dwight Ave
        Camarillo, CA 93010

Bankruptcy Case No.: 09-14059

Chapter 11 Petition Date: October 1, 2009

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

Judge: Robin Riblet

Debtor's Counsel: Vernon L. Ellicott, Esq.
                  100 E Thousand Oaks Bl., Suite 147
                  Thousand Oaks, CA 91360
                  Tel: (805) 446-6262
                  Fax: (805) 446-6264
                  Email: vle.law@verizon.net

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

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

According to the schedules, the Company has assets of at least
$1,288,901, and total debts of $1,725,451.

A full-text copy of Ms. Cervantes's petition, including a list of
her 9 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-14059.pdf

The petition was signed by Ms. Cervantes.


MAXXAM INC: Seeks Shareholder OK on 1-for-250 Reverse Stock Split
-----------------------------------------------------------------
MAXXAM Inc. proposes to hold a special meeting of its stockholders
sometime this month to consider an amendment to the Company's
Restated Certificate of Incorporation to effect a 1-for-250
reverse stock split of MAXXAM's common and preferred shares.

The Special Meeting of Stockholders will be held at Four Oaks
Place, [Second Floor, Big Bend Conference Room,] located at 1330
Post Oak Boulevard, Houston, Texas, on October [__], 2009 at
[____] local time.

As a result of the Reverse Stock Split, (a) each stockholder
owning fewer than 250 shares of MAXXAM common stock immediately
prior to the Reverse Stock Split will receive $10.77 in cash,
without interest, for each MAXXAM common share owned by such
stockholder immediately prior to the Reverse Stock Split and will
no longer own any of the Company's common shares; (b) each
stockholder owning fewer than 250 shares of MAXXAM preferred stock
immediately prior to the Reverse Stock Split will receive $11.52
in cash, without interest, for each MAXXAM preferred share owned
by such stockholder immediately prior to the Reverse Stock Split
and will no longer own any of the Company's preferred shares; and
(c) each stockholder owning 250 or more common or preferred shares
immediately prior to the Reverse Stock Split will receive one
share for each 250 shares held before the Reverse Stock Split and,
in lieu of any fractional shares following the Reverse Stock
Split, will receive $10.77 in cash, without interest, for any
common shares held immediately prior to the Reverse Stock Split
that result in the fraction and $11.52 in cash, without interest,
for any preferred shares held immediately prior to the Reverse
Stock Split that result in the fraction.

Based upon the Company's analysis, it expects to pay an aggregate
of approximately $1,700,000 to its stockholders in connection with
the Reverse Stock Split.

The primary effect of the Reverse Stock Split will be to reduce
the Company's total number of record holders of common stock below
300 by fully cashing out shareholders with less than 250 shares.
This will allow the Company to suspend its SEC reporting
obligations and seek to terminate the registration of its common
stock under Section 15(d) of the Exchange Act.

A full-text copy of the preliminary proxy statement is available
at no charge at http://ResearchArchives.com/t/s?4623

                         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.


MERCER INT'L: Exchange Offer Expires; No Old Notes Tendered
-----------------------------------------------------------
Mercer International Inc. on September 24, 2009, announced the
expiration of its exchange offer for any and all of its
outstanding 8.5% Convertible Senior Subordinated Notes due 2010
announced on July 13, 2009, extended on each of August 11, 2009,
and August 25, 2009, and amended on September 9, 2009.

The Exchange Offer expired at 5:00 p.m., New York City time, on
September 23, 2009.  As of the Expiration Date no Old Notes had
been tendered for exchange and approximately $67.3 million
principal amount of Old Notes currently remain outstanding.

Under the terms of the Exchange Offer, holders of the Old Notes
were offered to exchange each $1,000 principal amount of the Old
Notes for (i) $1,000 in principal amount of Mercer's new 8.5%
Convertible Senior Subordinated Notes due October 2011; plus (ii)
a premium of 17 shares of Mercer common stock; plus (iii) a
premium of 15 warrants to purchase one share of Common Stock per
warrant; and (iv) accrued and unpaid interest on the Old Notes to,
but excluding, the settlement date of the Exchange Offer.

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

As reported by the Troubled Company Reporter on September 29,
2009, Standard & Poor's Ratings Services affirmed its 'CC'
corporate credit and senior unsecured ratings on Mercer
International.  The outlook is negative.


MERRILL LYNCH: Resolves Robert McCann Lawsuit
---------------------------------------------
Merrill Lynch & Co.'s former brokerage chief, Robert McCann, has
resolved a lawsuit with Bank of America Corp., allowing him to go
to work for a rival at the end of October, Chad Bray at The Wall
Street Journal reports, citing Mr. McCann's lawyer, Steven
Eckhaus.

As reported by the TCR on September 18, 2009, Mr. McCann asked a
New York State judge to lift a non-compete clause under a contract
with Merrill Lynch to allow him to join UBS AG.  Mr. McCann is
being hired by UBS AG as head chief of its U.S. brokerage force
but BofA, which bought Merrill Lynch, is threatening to enforce
the non-compete clause.  BofA said that former Merrill Lynch & Co.
brokerage chief Robert McCann had agreed not to work for a rival
before January 2010, while Mr. McCann argued that former Merrill
Lynch CEO John Thain, gave him no choice but to voluntarily give
up his bonus in 2008.  Mr. McCain claimed that Mr. Thain told a
group of high-level Merrill Lynch executives -- including Mr.
McCann -- in December that they had a "wonderful opportunity" to
give up their bonuses.

According to The Journal, Mr. McCann said that BofA backtracked
and cut off his salary and benefits at the end of January, after
initially accepting his reasoning.

       BofA to Pay $713 Million in TARP Preferred Dividends

BofA's Board of Directors has authorized approximately
$713 million in dividend payments to the U.S. government under the
Troubled Asset Relief Program (TARP).  The Company this year has
paid the government $1.83 billion in TARP dividends through
September 30.

Dividends related to the government's investment in the company
under TARP include:

     -- The cash dividend of $312.50 per share, or a total of
        approximately $188 million, on the Fixed Rate Cumulative
        Perpetual Preferred Stock, Series N, is payable on
        November 16, 2009, to the U.S. Department of the Treasury,
        the shareholder of record, as of October 31, 2009.  This
        quarterly dividend payment relates to the government's
        $15 billion investment in Bank of America made under the
        Capital Purchase Program of TARP.

     -- The cash dividend of $312.50 per share, or a total of
        approximately $125 million, on the Fixed Rate Cumulative
        Perpetual Preferred Stock, Series Q, is payable on
        November 16, 2009, to the shareholder of record, the
        Treasury Department, as of October 31, 2009.  This
        quarterly dividend payment relates to the government's
        $10 billion investment in Merrill Lynch & Co., Inc., made
        under the Capital Purchase Program of TARP; and

     -- The cash dividend of $500 per share, or a total of
        approximately $400 million, on the Fixed Rate Cumulative
        Perpetual Preferred Stock, Series R, is payable on
        November 16, 2009, to the shareholder of record, the
        Treasury Department, as of October 31, 2009.  This
        quarterly dividend payment relates to the government's
        $20 billion investment in Bank of America on January 16,
        2009, under TARP.

The Merrill Lynch board of directors also declared these dividends
on Merrill Lynch preferred stock:

     -- A quarterly cash dividend of $2,250 per share on the
        Merrill Lynch 9 percent Non-Voting Mandatory Convertible
        Non-Cumulative Preferred Stock, Series 2, is payable on
        November 30, 2009, to shareholders of record as of
        November 15, 2009; and

    -- A quarterly cash dividend of $2,250 per share on the
        Merrill Lynch 9 percent Non-Voting Mandatory Convertible
        Non-Cumulative Preferred Stock, Series 3, is payable on
        November 30, 2009, to shareholders of record as of
        November 15, 2009.

                       About Merrill Lynch

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

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

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

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


MERRILL LYNCH: BofA Directors Form Committee to Seek New CEO
------------------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that Bank of
America Corp. directors have formed a six-person committee, which
will be led by BofA Chairperson Walter Massey, to find a
replacement for CEO Kenneth Lewis.

According to The Journal, the committee will likely begin
narrowing a list of candidates in the new week.  The Journal
relates that board members are continuing to consider the
possibility of a short-term CEO for about two years.  Citing
people familiar with the matter, The Journal states that there is
little chance that a current BofA director would become CEO if the
board decides to pursue the short-term scenario.

The Journal states that the search committee is expected to hire
an outside firm.

The Journal notes that three of the committee's five additional
members -- Charles Gifford, Thomas May and Thomas Ryan -- are
close to Brian Moynihan, BofA's consumer and small-business
operations chief, who has been widely considered the leading
internal candidate to succeed Mr. Lewis, but he moved into his
current job in August.

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

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

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

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


MERRILL CORPORATION: S&P Raises Corporate Credit Rating to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Merrill Corporation to 'CCC' from 'SD'.  The rating
outlook is developing.

At the same time, S&P raised its issue-level rating on subsidiary
Merrill Communications LLC's first-lien term loan to 'CCC' (at the
same level as the corporate credit rating) from 'D'.  The recovery
rating on the loan remains unchanged at '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default.

In addition, S&P affirmed its other outstanding ratings on Merrill
Communications LLC's debt.

"The 'CCC' corporate credit rating reflects S&P's expectation for
continued weakness in Merrill's operating performance through the
remainder of the year and further deterioration in credit
measures," said Standard & Poor's credit analyst Michael Listner.
"Although S&P expects some degree of moderation in the company's
deteriorating operating trends, S&P believes Merrill's exposure to
volatile, niche markets will result in a more prolonged period for
the company to report a meaningful recovery in operations relative
to larger competitors serving a more diversified market base."

Despite the recent upturn in capital market transactions and high-
yield debt issuance, which could contribute to the company's
financial print revenue, S&P expects that the company's operating
performance will continue to be challenged throughout the year,
given an expectation for reduced print volumes in aggregate.  S&P
expects EBITDA to decline in the high-teens percentage area, based
on its estimate of up to a 15% drop in revenue, causing credit
measures to continue to weaken throughout the year.  These
projections reflect:

* S&P's expectation for reduced transactional print revenue
  considering the weakness in capital market activities to date;

* A reduction in compliance print revenue given a smaller number
  of filing companies, as well as the transition to electronic
  delivery of proxy statements;

* Weakness in the company's DataSite segment given the lack of M&A
  activity to date; and

* S&P's expectation for declines in the company's commercial print
  business, specifically attributable to the consumer segment,
  which is driven by the active population of real estate agents
  and the demand for marketing materials from those agents.

In July 2009, Merrill executed amendments to its credit
agreements, which, among other provisions, revised its financial
maintenance covenants.  While S&P expects that the amended terms
of the agreements will provide the company with adequate covenant
relief, the repricing of the facilities will cause credit measures
to weaken materially.  Given S&P's expectation for a high-teens
percentage decline in EBITDA for fiscal 2010 (ending Jan. 31,
2010), S&P expects that interest coverage will decline to about
1.5x.  Given S&P's expectation for EBITDA declines, S&P expects
that its measure of the company's adjusted debt to EBITDA will be
in excess of 7x by the end of fiscal 2010.


METAVANTE TECHNOLOGIES: Fitch Assigns 'BB+' Rating on FIS Deal
--------------------------------------------------------------
Following the close of FIS Inc.'s acquisition of Metavante
Technologies Inc.  Fitch Ratings has assigned these ratings to
Metavante:

  -- Issuer Default Rating 'BB+';
  -- $800 million senior secured term loan B 'BBB-';

Fitch has affirmed these ratings for FIS:

  -- IDR at 'BB+';
  -- $900 million secured revolving credit facility at 'BBB-';
  -- Senior secured term loan A at 'BBB-'.

The Rating Outlooks for both issuers are Positive.  FIS was
formerly known as Fidelity National Information Services, Inc.

The Metavante secured term loan is supported by cash from
operations at Metavante as well as a senior unsecured guarantee
from FIS.  While Fitch views this position in the capital
structure as being structurally subordinate to senior secured debt
at FIS, Fitch believes that Metavante's steady EBITDA and free
cash flow, much of which is generated by recurring revenue under
long-term contracts, support a 'BBB-' rating.  Fitch estimates
that Metavante generated EBITDA of $525 million and free cash flow
of $190 million in the latest 12 months period ending June 30,
2009.  Fitch expects to monitor cash flow at Metavante with regard
to its level of support for the senior secured term loan given the
potential for a portion of cash flow and EBITDA at Metavante to
shift to FIS subsidiaries as operations of the two companies are
integrated.

Senior secured debt at FIS, estimated to be $2.8 billion pro forma
for the acquisition, is supported by cash from operations at
legacy FIS subsidiaries, as well as a senior unsecured guarantee
from Metavante.  Fitch estimates that FIS (ex-Metavante) generated
EBITDA of $870 million and free cash flow of $426 million in the
LTM period ended June 30, 2009.

On a combined pro forma basis, Fitch estimates that FIS produced
EBITDA of $1.4 billion and free cash flow of $616 million in the
LTM period.  This does not include potential cost savings of up to
$260 million annually expected to be generated by the integration
of operations, the majority of which is expected to be realized by
the end of 2010.  Pro forma leverage is estimated at 2.6 times (x)
or 3.1x when adjusted for operating lease expense, with interest
coverage estimated at 5.5x.  The secured term loan at Metavante
and bank facility at FIS have identical financial covenants,
applicable to consolidated results at FIS, limiting leverage to
3.5x (3.25x beginning March 31, 2010) and requiring minimum
interest coverage of 4x.

The Positive Outlook reflects expectations for increased free cash
flow and an ability to reduce total leverage (total debt to total
operating EBITDA) to below 2.5x and closer to 2.0x in 2010.  Fitch
believes the acquisition of Metavante also will provide the
company with meaningful incremental customer and product
diversification which further supports the credit.

Positive rating action could occur if leverage is further reduced
to below 2.5x through incremental debt reduction and EBITDA
growth.  Conversely, the outlook could be stabilized if expected
growth in free cash flow generation does not materialize, either
due to greater than expected integration expense or the lack of
realized cost savings post integration.  Additionally, FIS and
Metavante have significant exposure to on-going consolidation in
the financial services industry which could negatively impact
future results.

Total liquidity pro forma for the acquisition is estimated to
include $670 million available under FIS' $900 million senior
secured revolving credit facility expiring January 2012 and
approximately $400 million in cash.  Total debt pro forma for the
acquisition is estimated to be $3.6 billion and consist primarily
of $2.4 billion outstanding under a senior secured term loan A
issued at FIS and maturing January 2012; $230 million drawn on
FIS' senior secured revolving credit facility; $145 million drawn
on an asset-backed securitization program by FIS expiring November
2013; and $800 million remaining under Metavante's senior secured
term loan B maturing November 2014.


METAVANTE CORP: S&P Withdraws 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Milwaukee-based Metavante Corp., including its 'BB' corporate
credit rating and the 'BB' rating on the company's $250 million
revolving credit facility.  The CreditWatch resolution follows the
completed acquisition of Metavante by Jacksonville, Florida-based
Fidelity National Information Services Inc. (BB+/Positive/--).
The acquisition was structured as a tax-free reorganization
whereby Metavante merged with and into a newly formed subsidiary
of FIS.

At the same time, S&P raised the rating on Metavante's remaining
$800 million term loan B to 'BBB' (two notches higher than S&P's
'BB+' corporate credit rating on FIS) from 'BB' and removed it
from CreditWatch.  FIS will assume this loan as acquired debt.
S&P revised the recovery rating on these notes to '1' from '3'.
The '1' recovery rating indicates the expectation for very high
(90%-100%) recovery in the event of a payment default.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 44% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 56.00
cents-on-the-dollar during the week ended Oct. 2, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.93 percentage points
from the previous week, The Journal relates.  The loan matures
April 8, 2012.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by either
Moody's or Standard & Poor's.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 2, among the 145 loans
with five or more bids.

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

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

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


MOORE HANDLEY: House-Hasson Hardware Buys Assets
------------------------------------------------
Nick Bona at WVLT reports that House-Hasson Hardware has acquired
Moore Handley for $14.5 million.  According to WVLT, House-Hasson
Hardware won the rights to Moore Handley in a bankruptcy auction,
beating Bostwick-Braun.

Moore Handley is a 127-year-old Birmingham, Alabama-based company
that filed for Chapter 11 bankruptcy protection in July 2009,
listing almost $19 million in secured debt.


MR DEVELOPMENT LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: MR Development, LLC
        1412 Washington Street
        Vicksburg, MS 39180

Bankruptcy Case No.: 09-03453

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
      (Jackson Divisional Office)

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris Jernigan & Geno, PPLC
                  PO Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  Email: jktyree@harrisgeno.com

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

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

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

          http://bankrupt.com/misc/mssb09-03453.pdf

The petition was signed by Robert Ware, managing member of the
Company.


NATIONAL CENTURY: Credit Suisse, et al., Get Bar Order From Suits
-----------------------------------------------------------------
Plaintiffs New York City Employees' Retirement System, Teachers'
Retirement System for the City of New York, New York City Police
Pension Fund, and New York City Fire Department Pension Fund and
Defendant Credit Suisse Securities (USA) LLC jointly ask the
District Court for a bar order, which states that, among other
things, each of the other defendants in the multidistrict
litigation actions in connection with National Century Financial
Enterprises' cases is permanently barred, enjoined and restrained
from commencing, prosecuting, or asserting any claim against
Credit Suisse where the injury to the Non-Settling Party is the
Non-Settling Party's actual or threatened liability to the NYC
Funds, arising out of or related to the claims or allegations
asserted by the NYC Funds.

The NYC Funds and Credit Suisse entered into a settlement
agreement dated June 19, 2009, with respect to the NYC Funds'
claims or potential claims against Credit Suisse.  Entry of the
requested bar order is a condition of that settlement.

District Court Judge James L. Graham granted the request, and
signed the Bar Order.

Pursuant to the Bar Order and the June 19 Settlement, the NYC
Funds and Credit Suisse submit to the District Court a joint
stipulation and proposed order for the dismissal with prejudice of
the Pension Funds' claims against Credit Suisse, pursuant to Rule
41(a)(2) of the Federal Rules of Civil Procedure.  Nothing in the
dismissal is a dismissal of the Pension Funds' claims against any
defendant other than Credit Suisse.

Judge Graham signed and approved the Dismissal Stipulation.

In connection with the June 19 Settlement and the Dismissal
Stipulation, counsel for the NYC Funds and Credit Suisse, through
a letter, ask the District Court to refrain from ruling on Credit
Suisse's Consolidated Summary Judgment Motion.  The parties also
ask the District Court to disregard those portions of the Summary
Judgment Motion that relate solely to the Pension Funds.

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: White, et al., Wants Final Ruling on Settlement
-----------------------------------------------------------------
Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure and
the February 11, 2009 order preliminarily approving class
settlement, Lead Plaintiffs Larry White, Glenn Schrader, Donna
Schrader, Laurie Davis and Gary Davis ask the U.S. District Court
for the Southern District of Ohio to enter a final judgment and
order of dismissal of its lawsuit with prejudice.

District Court Judge James L. Graham previously entered an order
approving the settlement agreement between lead plaintiffs Larry
White, Glenn Schrader, Donna Schrader, Laurie Davis and Gary
Davis, and e-Medsoft.com that has been reached in the federal
securities class action brought on behalf of persons who were
injured because of the purchase or acquisition of the shares of e-
Medsoft.com during the period from December 6, 2000, through
February 11, 2002.  Judge Graham has also granted the Plaintiffs'
request for award of attorneys' fees in the amount of $120,000, or
30% of the settlement fund, and expenses for $70,000.

The proposed Final Judgment will approve the settlement of the
action between the Plaintiffs and defendants John F. Andrews,
Suzanne Hosch, Cedric Johnson, George A. Kuselias, Albert Marston,
Frank P. Magliochetti, and Sam J.W. Romeo, on the terms described
in the stipulation of settlement filed on January 29, 2009.  The
proposed Final Judgment will also approve the Plan for Allocation
of the settlement proceeds, and award attorneys' fees and expenses
to the Plaintiffs' counsel.

The Stipulation provides that the Settling Defendants will pay
$400,000 to a Settlement Fund for the benefit of the Class.  In
return for the payment, the Class Members will release their
claims relating to the purchase of e-Medsoft.com common stock as
to the Settling Defendants and their related parties.

In another filing, the Plaintiffs relate that through their and
their counsel's efforts, the Plaintiffs achieved a favorable
result for the Class in the securities class action case.  James
E. Arnold, Esq., in Columbus, Ohio, notes that after six years of
litigation, the parties have agreed to a settlement on behalf of
the Class in the amount of $400,000.

In light of the successful results achieved in the Class action,
the Plaintiffs seek the District Court's permission to pay their
counsel an attorneys' fee of 30% of the Settlement Fund or
$120,000, plus interest at the same rate that interest has been
earned by the Settlement Fund, and $70,000 in expenses.

The Plaintiffs also submit the joint declaration of Vianale, et
al., in further support of their request.  The Plaintiffs assure
the District Court that there are no objections from class members
to the attorneys' fee and expense request.

John Andrews, a defendant in the Florida E-MedSoft class action
that has been consolidated for discovery purposes into the
multidistrict litigation, on behalf of himself and co-defendants
Suzanne Hosch, Cedric Johnson, George Kuselias, Albert Marston,
Frank Magliochetti, and Sam Romeo, files a response to the
Plaintiffs' requests for Final Judgment and for award of
attorneys' fees.  He tells the District Court that the E-MedSoft
Defendants have no opposition to any of the relief requested by
the Plaintiffs.

                       About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)


NAVISTAR INT'L: Board Promotes Cederoth to EVP & CFO
----------------------------------------------------
The Board of Directors of Navistar International Corporation on
September 24, 2009, promoted Andrew J. Cederoth to the position of
Executive Vice President and Chief Financial Officer.

Mr. Cederoth had been serving as the Company's interim principal
financial officer since June 2009.  Mr. Cederoth, 44, previously
served as the Company's Senior Vice President - Corporate Finance
since June 2009, the Company's Vice President - Corporate Finance
from April 2009 to June 2009, Vice President and Chief Financial
Officer of the Engine Division of Navistar, Inc., the Company's
principal manufacturing subsidiary, from 2007 to April 2009, Vice
President - Finance of Navistar's Engine Division from 2006 to
2007, Vice President and Treasurer of Navistar Financial
Corporation, the Company's captive finance subsidiary, from 2005
to 2006 and Treasurer of NFC from 2001 to 2005.

In connection with Mr. Cederoth's appointment as Executive Vice
President and Chief Financial Officer, the Compensation Committee
increased his annual base salary to $470,000 and provided him with
certain other benefits commensurate with his Chief Financial
Officer position.

"We are extremely fortunate that A. J. was already a member of our
leadership team and was able to step in immediately and continue
to lead the company's finance and accounting organization
following the untimely death of Terry Endsley," said Daniel C.
Ustian, Navistar chairman, president and chief executive officer.
"A. J. has the hands-on experience and the strong financial
leadership skills necessary to help support the growth of the
company's current business and drive future growth on a global
basis."

"These are challenging times, but we are well positioned to
capitalize on the opportunities that are ahead," Mr. Cederoth
said.  "I am excited about this new opportunity and look forward
to working closely with senior leadership and our dedicated
financial team."

Mr. Cederoth joined Navistar in 1990 and has held various
financial positions including strategic planning manager of the
engine group and manufacturing controller of the Melrose Park
Engine Plant before joining the corporate treasury team as
director of corporate finance in 1999.

In addition to receiving his Bachelor of Arts degree in economics
and mathematics from the University of Illinois in 1987, he earned
an MBA in accounting and finance from DePaul University in 1990.
He and his wife reside in Naperville, Illinois, with their two
children.

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NAVISTAR INT'L: Register 4MM Shares Employee Plans
--------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission:

     -- a Registration Statement on Form S-8 to register 2,000,000
        shares under the Company's Retirement Accumulation Plan
        and to register 2,000,000 shares under the Company's
        401(k) Plan for Represented Employees.

        See http://ResearchArchives.com/t/s?4624

     -- Post-Effective Amendments relating to these Registration
        Statements on Form S-8:

           (i) File No. 333-25783, pertaining to the registration
               of 1,500,000 shares of common stock, par value
                $0.10 per share, issuable under the Company's
                401(k) Retirement Savings Plan, which was filed
                with the SEC on April 24, 1997;

           (ii) File No. 333-29735, pertaining to the registration
                of 1,500,000 shares of the Company's common stock,
                par value $0.10 per share, issuable under the
                Company's Retirement Accumulation Plan, which was
                filed on June 20, 1997;

          (iii) File No. 333-73392, pertaining to the registration
                of 500,000 shares of common stock, par value $0.10
                per share, issuable under the Company's IC Bus,
                LLC 401(k) Plan (formerly the 401(k) Plan for the
                Non-Bargaining Unit Employees of American
                Transportation Corporation), which was filed
                November 15, 2001; and

           (iv) File No. 333-29739, pertaining to the registration
                of 1,500,000 shares of common stock, par value
                $0.10 per share, issuable under the Company's
                401(k) Plan for Represented Employees, which was
                filed June 20, 1997.

Effective July 1, 2009, the Company's 401(k) Retirement Savings
Plan and IC Bus, LLC 401(k) Plan were merged into the Company's
Retirement Accumulation Plan.  Prior to the merger of the plans,
the shares under the Company's 401(k) Retirement Savings Plan,
Retirement Accumulation Plan and IC Bus, LLC 401(k) Plan were
covered by separate registration statements on Form S-8 (Reg. Nos.
333-25783, 333-29735 and 333-73392).  Following the merger of the
plans, no shares will be issued under the prior registration
statements and a new registration statement covering 2,000,000
shares of common stock, par value $0.10 per share, that may be
issued under the Company's Retirement Accumulation Plan is being
filed with the Securities and Exchange Commission.

Additionally, no shares will be issued under the Company's 401(k)
Plan for Represented Employees prior registration statement Reg.
No. 333-29739, and a new registration statement covering 2,000,000
shares of common stock, par value $0.10 per share, is being filed
with the Commission.

Pursuant to the Company's undertakings, the Company de-registers
any and all remaining shares of Common Stock registered under the
Registration Statements on Forms S-8 which have not been issued.

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NCI BUILDING: CD&R Deal Won't Go Through Stockholder Voting
-----------------------------------------------------------
In conformity with the requirements of the New York Stock
Exchange, NCI Building Systems, Inc., on September 29, 2009,
sent a letter to its stockholders notifying them of its intention
to carry out the transactions contemplated by its Investment
Agreement, dated August 14, 2009, with Clayton, Dubilier & Rice
Fund VIII, L.P. -- which was subsequently amended on August 28 and
on August 31 -- without seeking stockholder approval.

As reported by the Troubled Company Reporter, the Investment
Agreement contemplates a recapitalization of NCI through a series
of transactions, including: (1) a purchase by CD&R, for
$250.0 million, of shares of a new class of NCI's preferred stock,
par value $1.00 per share, to be designated the Series B
Cumulative Convertible Participating Preferred Stock; (2) an
exchange offer to acquire all $180.0 million in principal amount
of NCI's existing 2.125% convertible notes due 2024 in exchange
for a combination of $500 in cash and 390 in shares of NCI's
common stock, par value $0.01 per share, per $1,000 principal
amount of Convertible Notes; (3) a partial repayment, and
amendment and extension of NCI's existing credit facility; and (4)
NCI's entry into a new asset-backed loan facility.

Under NYSE rules, the issuance of the Preferred Stock to CD&R and
of the Common Stock in the exchange offer would normally require
approval of the NCI's stockholders.  However, NYSE rules contain
an exception to the stockholder approval requirement if the "delay
involved in securing stockholder approval would seriously
jeopardize the financial viability" of the company and if the
audit committee of a company's board of directors expressly
approves the company's reliance on the exception.

The Audit Committee of the Board of Directors of NCI has
determined that delay necessary in securing stockholder approval
prior to the issuance of the Preferred Stock to CD&R and of the
Common Stock in the exchange offer would seriously jeopardize the
financial viability of the Company.  Because of that
determination, the Audit Committee, pursuant to an exception
provided in the NYSE's stockholder approval policy for such a
situation, expressly approved the Company's omission to seek the
stockholder approval that would otherwise have been required under
that policy.  The Exchange has accepted the Company's use of the
exception.

NCI, in reliance on the exception, mailed to all stockholders a
letter notifying them of its intention to issue (1) the Preferred
Stock to CD&R and (2) Common Stock in the exchange offer without
seeking stockholder approval.  The closing of the transactions is
expected to take place as early as October 9, 2009, subject to
satisfaction of closing conditions.  No assurances can be given
that the transactions, or any other transaction contemplated by
the Investment Agreement, will be consummated.

                 Proposed Financial Restructuring

As reported by the Troubled Company Reporter on September 14,
2009, 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.

NCI is proposing to effect the financial restructuring through one
of these two approaches:

     (1) an out-of-court recapitalization plan, consisting of:

         -- an exchange offer to acquire any and all of the
            convertible notes for cash and shares of the Company's
            common stock, par value $0.01 per share;

         -- a $250.0 million investment by Clayton, Dubilier &
            Rice Fund VIII, L.P.;

         -- an amendment to NCI's existing credit agreement
            Providing for, among other things, repayment of
            $143.3 million of the $293.3 million in principal
            amount of term loans outstanding under the existing
            credit facility and a modification of the terms and
            maturity of the $150.0 million balance; and

         -- entry into a $125.0 million asset-based loan facility;

or, in the alternative, if conditions to completion of the
recapitalization plan are not satisfied or waived,

     (2) an in-court financial restructuring, through which the
         Company would seek to accomplish the results contemplated
         by the recapitalization plan through the effectiveness of
         a prepackaged plan of reorganization.

The Company expects to reduce its debt by $323 million and
position itself for future growth.

The Dealer-Manager for the Exchange Offer is Greenhill & Co., LLC.
The Information Agent for the Exchange Offer is Morrow & Co., LLC.
The Information Agent and Voting Agent for the Prepackaged Plan is
Financial Balloting Group LLC.

                        About NCI Building

NCI Building Systems, Inc., 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.

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.


NCI BUILDING: Outlines Terms of Prepackaged Plan
------------------------------------------------
NCI Building Systems, Inc., is proposing to effect a financial
restructuring through an out-of-court recapitalization plan or, in
the alternative, if conditions to completion of the
recapitalization plan are not satisfied or waived, an in-court
financial restructuring, through which the Company would seek to
accomplish the results contemplated by the recapitalization plan
through the effectiveness of a prepackaged plan of reorganization.

NCI's prepackaged plan provides for these creditor recoveries:

   Class   Description of Claim      Treatment Under the Plan
   -----   --------------------      ------------------------
     1     Priority non-tax claims   Unimpaired, Paid in full in
           Est. $5 million           cash

     2     Secured tax claims        Unimpaired, Paid in full in
           Est. $0                   cash

     3     Senior secured claims     Impaired, To receive (a) pro
           Est. $293.9 million       rata share of cash equal to
                                     the credit agreement
                                     principal repayment amount,
                                     plus cash equal to accrued
                                     but unpaid interest, fees and
                                     expenses up to the Plan
                                     effective date, and (b) the
                                     new term loan; 100% recovery

     4     Other secured claims      Unimpaired, Reinstated
           Est. $5.75 million        100% recovery

     5     Convertible notes claims  Impaired, Receipt of (a) cash
           Est. $181 million         equal to $500 for each $1,000
                                     of principal amount of
                                     convertible notes held and
                                     (b) 390 shares of common
                                     stock for each $1,000 of
                                     principal amount of
                                     convertible notes held,
                                     issued on the effective date;
                                     98.75% recovery

     6     NCI General unsecured     Unimpaired, Paid in full in
           Claims                    cash
           Est. $0

     7     NCI Group Inc. General    Unimpaired, Paid in full in
           Unsecured claims          cash
           Est. $39.5 million

     8     Steelbuilding.com, Inc.   Unimpaired, Paid in full in
           General unsecured claims  cash
           Est. $0

     9     Robertson-Ceco II         Unimpaired, Paid in full in
           Corporation General       cash
           Unsecured claims
           Est. $8.6 million

    10     Intercompany claims       Unimpaired, Reinstated
           Est. $0                   100% recovery

    11     Intercompany interests    Unimpaired, Reinstated
           Est. $0                   100% recovery

    12     Equity interests in NCI   Unimpaired, Reinstated
           Est. $54.75 million       100% recovery

    13     Sec. 510(b) claims        Impaired, No distribution
           Est. $0

Holders of Senior secured claims in Class 3 and Convertible notes
claims in Class 5 are Impaired and entitled to vote on the Plan.
Holders of Sec. 510(b) claims in Class 13 are out of the money and
are deemed to reject the Plan.

NCI says confirmation of the prepackaged plan will provide each
creditor and equity holder with a recovery that is not less than
it would receive pursuant to a liquidation of the Company under
Chapter 7 of the Bankruptcy Code.  In a liquidation scenario,
assuming the Company would commence a Chapter 7 liquidation on
November 1, 2009, NCI says the Present Value of Estimated
Liquidation Proceeds net of Expenses would be between
$225.0 million and $271.1 million.  In a Chapter 7, NCI says
holders of Industrial Revenue Bond would recover 100% of their
claims; lenders under the Existing Credit Facility would recover
74.7% to 90.0%; holders of priority claims, general unsecured
claims and convertible senior subordinated notes would get
nothing.

Greenhill & Co., LLC, estimates NCI's enterprise value after
giving effect to the restructuring to be between $375 million and
$525 million, with a midpoint of $450 million as of an assumed
effective date of the prepackaged plan of November 2, 2009, which
may not be the actual effective date of the prepackaged plan.

As a condition to the effective date of the prepackaged plan,
investment deal with Clayton, Dubilier & Rice Fund VIII, L.P.,
must be consummated to make any distributions pursuant to the
plan.

As reported by the Troubled Company Reporter, the out-of-court
recapitalization plan consists of:

         -- an exchange offer to acquire any and all of the
            convertible notes for cash and shares of the Company's
            common stock, par value $0.01 per share;

         -- a $250.0 million investment by Clayton, Dubilier &
            Rice Fund VIII, L.P.;

         -- an amendment to NCI's existing credit agreement
            Providing for, among other things, repayment of
            $143.3 million of the $293.3 million in principal
            amount of term loans outstanding under the existing
            credit facility and a modification of the terms and
            maturity of the $150.0 million balance; and

         -- entry into a $125.0 million asset-based loan facility.

The Company expects to reduce its debt by $323 million and
position itself for future growth.

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

                        About NCI Building

NCI Building Systems, Inc., 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.

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.


NCI BUILDING: YCS&T, Kirkland and Wachtell Lipton on Board
----------------------------------------------------------
NCI Building Systems, Inc., disclosed in a regulatory filing that
in the event of a bankruptcy filing, NCI's proposed counsel are:

     Pauline K. Morgan, Esq.
     Edward J. Kosmowski, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     The Brandywine Building
     1000 West Street, 17th Floor
     Wilmington, Delaware 19801
     Tel: (302) 571-6600
     Fax: (302) 576-3320

     -- and --

     James H.M. Sprayregen, Esq.
     Paul M. Basta, Esq.
     Christopher J. Marcus, Esq.
     Brian S. Lennon, Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, New York 10022
     Tel: (212) 446-4800
     Fax: (212) 446-4900

     -- and --

     Mark Gordon, Esq.
     Joshua A. Feltman, Esq.
     WACHTELL, LIPTON, ROSEN & KATZ LLP
     51 West 52nd Street
     New York, New York 10019
     Tel: (212) 403-1000
     Fax: (212) 403-2000

As reported by the Troubled Company Reporter, NCI is proposing to
effect a financial restructuring through an out-of-court
recapitalization plan or, in the alternative, if conditions to
completion of the recapitalization plan are not satisfied or
waived, an in-court financial restructuring, through which the
Company would seek to accomplish the results contemplated by the
recapitalization plan through the effectiveness of a prepackaged
plan of reorganization.

NCI has cut an Investment Agreement, dated as of August 14, 2009,
as amended, with Clayton, Dubilier & Rice Fund VIII, L.P., which
contemplates a recapitalization of NCI through a series of
transactions, including: (1) a purchase by CD&R, for
$250.0 million, of shares of a new class of NCI's preferred stock,
par value $1.00 per share, to be designated the Series B
Cumulative Convertible Participating Preferred Stock; (2) an
exchange offer to acquire all $180.0 million in principal amount
of NCI's existing 2.125% convertible notes due 2024 in exchange
for a combination of $500 in cash and 390 in shares of NCI's
common stock, par value $0.01 per share, per $1,000 principal
amount of Convertible Notes; (3) a partial repayment, and
amendment and extension of NCI's existing credit facility; and (4)
NCI's entry into a new asset-backed loan facility.

Clayton, Dubilier & Rice Fund VIII, L.P., is represented by:

     Franci J. Blassberg, Esq.
     DEBEVOISE & PLIMPTON LLP
     919 Third Avenue
     New York, New York 10022
     Fax: (212) 909-6836

                        About NCI Building

NCI Building Systems, Inc., 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.

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.


NEWTON SQUARE CO: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Newton Square Co., Ltd.
        1940 State Route 45
        Salem, OH 44460

Bankruptcy Case No.: 09-43729

Chapter 11 Petition Date: October 1, 2009

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

Judge: Kay Woods

Debtor's Counsel: Joseph C. Lucci, Esq.
                  20 West Federal Street, #600
                  Youngstown, OH 44503-1423
                  Tel: (330) 744-0247
                  Fax: (330) 744-8690
                  Email: jclucci@nnblaw.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/ohnb09-43729.pdf

The petition was signed by D. Scott Owens, member of the Company.


NM HOLDINGS: Dist. Ct. Affirms Dismissal of Deloitte Lawsuit
------------------------------------------------------------
WestLaw reports that the failure of the independent auditor for
debtor-corporations to disclose the improper related-party
transactions in which the debtors engaged did not cause harm to
the debtors, precluding the trustee's professional negligence
claim against the auditor under Michigan law.  Through the
imputation of their sole shareholder's knowledge and actions, the
debtors knowingly engaged in the transactions, and thus did not
rely upon the audits to disclose them.  In re NM Holdings Co.,
LLC, --- B.R. ----, 2009 WL 1664583 (E.D. Mich.).

Are reported in the Troubled Company Reporter on June 1, 2009, NM
Holdings Company, LLC, fka Venture Holdings Company, LLC, filed
for Chapter 11 protection on March 23, 2003 (Bankr. E.D. Mich.
Case No. 03-48939), and the two-year statute of limitation for
prosecution of avoidance actions under 11 U.S.C. Sec. 546(a)(1)(A)
passed without the debtor-in-possession taking any action.

The Bankruptcy Court denied confirmation of Venture's second
amended joint Chapter 11 plan, on January 21, 2005, and later
approved the sale of substantially all of Venture's assets.  The
sale closed on May 2, 2005.  On January 11, 2006, the Chapter 11
cases were converted to Chapter 7.  Stuart A. Gold was appointed
the Chapter 7 Trustee on January 19, 2006.

Following his appointment, Mr. Gold sued Deloitte & Touche, LLP
(Bankr. E.D. Mich. Adv. Pro. No. 06-4615) for professional
negligence, aiding and abetting breach of fiduciary duty,
disgorgement of fees, and fraudulent transfers.  Deloitte moved
to dismiss.

In a published decision, 405 B.R. 830, 2008 WL 4602263, 50 Bankr.
Ct. Dec. 219, the Honorable Thomas J. Tucker concluded that
Deloitte's motion to dismiss should be granted as to all counts,
because: (1) Mr. Gold's claims for aiding and abetting breach of
fiduciary duty, and for avoidance of fraudulent transfers are
barred by the applicable statutes of limitations; (2) Mr. Gold's
claim for disgorgement of fees is not a separate cause of action,
but rather is only a possible remedy for the trustee's other
claims; and (3) Mr. Gold cannot establish the causation element of
his professional negligence claim.

In the U.S. District Court, the Honorable Marianne O. Battani
agreed with Judge Tucker's conclusion that the lawsuit against
Deloitte should be dismissed.


ORLEANS HOMEBUILDERS: Inks Third Amendment to Credit Agreement
--------------------------------------------------------------
Orleans Homebuilders, Inc., entered into a Third Amendment to its
Second Amended and Restated Revolving Credit Loan Agreement dated
September 30, 2008, effective October 1, 2009.  The terms of the
Third Amendment are substantially similar to the terms of the
Second Amendment to the Credit Facility dated August 13, 2009
(described in the Troubled Company Reporter on August 19, 2009).
The Third Amendment effectively extends for approximately one
month the borrowing base relief, minimum liquidity covenant
deferral, existing loan fee payment deferral and other
accommodations provided by the Second Amendment.  This amendment
allows the Company and its lending group additional time to
continue to work towards extending the Credit Facility's
December 20, 2009, maturity date, as well as certain longer term
modifications to borrowing base availability and other covenants.
OHB says it continues to work actively with its bank lending group
to obtain an amendment to its existing $375 million Credit
Facility and extension of the December 20, 2009, maturity date of
the facility, by approximately October 31, 2009, or thereabouts.

Jeffrey P. Orleans, Chairman and Chief Executive Officer stated:
"We would like to thank our bank lending group for their
continuing support.  We look forward to continuing to work
together toward a mutually satisfactory maturity extension.  We
believe that the worst of the housing and economic downturn is
behind us. In our fiscal 2009 fourth quarter, we saw our second
consecutive quarter of sequential net new order growth.  We remain
focused on the challenges.  I am cautiously optimistic as we are
seeing increased new orders and traffic in our communities
compared to the historically low levels of the past year.  We are
not out of the woods, but I expect that in the first quarter of
fiscal year 2010, we will see the first year-over-year net new
order growth in approximately two years. This growth will be
driven primarily by improvements in our Southern and Northern
regions. We believe the September 30th fiscal quarter year-over
year new order growth will be approximately 35%."

               Trust Preferred Dividend Disruption

In light of these ongoing negotiations and uncertainty, OHB had to
delay payment of $639,000 quarterly payment due on September 30,
2009, with respect to the $30 million issue of 8.52% trust
preferred securities, by a day or two.

                   Annual Report Delayed

As reported in the Troubled Company Reporter on October 2, 2009,
OHB advised the Securities and Exchange Commission that it is
unable to file its Annual Report on Form 10-K for the fiscal year
ended June 30, 2009, on a timely basis without unreasonable effort
or expense.  OHB anticipates filing its Annual Report on Form 10-K
for the fiscal year ended June 30, 2009 by October 31, 2009.

                   About Orleans Homebuilders

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums.  The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers.  The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.


PALM BAY WEST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Palm Bay West Development, LLC
        c/o Rich Properties FL
        859 SW Cashmere Blvd.
        Port St. Lucie, FL 34986

Bankruptcy Case No.: 09-31259

Chapter 11 Petition Date: October 1, 2009

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

Judge: Erik P. Kimball

Debtor's Counsel: Heather L Harmon, Esq.
                  100 S.E 2, St. #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  Email: HHarmon@gjb-law.com

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

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

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

The petition was signed by Jerome L. Rich, managing member of the
Company.


PALMDALE HILLS: Faces Complaints by McSweeny Farms Dev't Residents
------------------------------------------------------------------
Michael Perrault at The Press-Enterprise reports that stalled
McSweeny Farms development residents in south Hemet have
complained that they are unable to use the fenced-off park,
shuttered recreation center, a soon-to-be covered pool, and other
amenities, despite  paying $177 in monthly homeowners association
fees.

McSweeny Park is a 673-acre community east of Diamond Valley Lake
once slated for 1,600 homes -- 170 homes of which are occupied.
Construction started in 2006 on many upscale homes.  The McSweeny
Lodge, an 18,000-square-foot recreation center, opened in 2007 but
closed after the owner of the development ran into financial
troubles.

The Press-Enterprise quoted SunCal Cos. spokesperson Joe Aguirre
as saying, "The owner of the McSweeny Farms development --
LBREP/L-SunCal McSweeny Farms LLC -- entered bankruptcy in
September 2008, and the affairs of this project continue to make
their way through federal bankruptcy court."

According to The Press-Enterprise, Mr. Aguirre said that the
court-appointed trustee decided to close the park while various
issues involving the overall property are decided in court.  The
report quoted Mr. Aguirre as saying, "SunCal has, however,
recommended to the trustee that the park be dedicated to the city
of Hemet.  The trustee has not yet worked out with the city
mutually acceptable terms that would allow for such a transfer."

Hemet City is in talks with SunCal's court-appointed receiver to
assume control of the park and take over maintenance, but the city
must be careful not to assume "unquantified" liabilities in the
process, The Press-Enterprise relates, citing city attorney Eric
Vail.

SunCal Companies is a California developer.  Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects.  The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California.  LBHI
stopped funding after it filed for bankruptcy in
September 15, 2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the Central District of
California on Nov. 6, 2008 (Case No. 08-17206).

In its petition, Palmdale estimated assets and debts of between
$100,000,001 to $500,000,000. Paul J. Couchot, Esq., at Winthrop
Couchot PC, represents the Debtors in their restructuring effort.


PEANUT CORP: To Prepare $12MM to Pay People Affected by Salmonella
------------------------------------------------------------------
CNN reports that the U.S. Bankruptcy Court for the Hon. William E.
Anderson of the Western District of Virginia has ordered Peanut
Corporation of America's insurance carrier to set aside
$12 million to reimburse people affected by Salmonella through the
Company's peanut products.

According to CNN, Trustee Roy V. Creasy said that claims must be
submitted to a claims administrator by October 31

Citing federal authorities, CNN states that Peanut Corp.'s
salmonella-tainted peanut butter and peanut paste had been linked
to hundreds of illnesses and at least nine deaths, since 2008.
hundreds of Peanut Corp.'s products e used in the manufacturing of
other companies' food products nationwide, including cakes,
candies, crackers, cookies and ice cream, were recalled, which was
then followed by the Company's bankruptcy.

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.


PENN TREATY: Placed by Insurance Agency Into Liquidation
--------------------------------------------------------
The Pennsylvania Insurance Department on October 2 filed petitions
that seek orders of liquidation for Penn Treaty Network America
Insurance Company and its subsidiary, American Network Insurance
Company.  The petitions are subject to the approval of
Commonwealth Court.

"We have been on-site analyzing the organizations' assets,
liabilities, reserves and surpluses since we began our
rehabilitation action in January," Insurance Commissioner Joel
Ario said.  "Our comprehensive, independent evaluation has
determined that the companies do not have the ability to pay
future claims without significant rate increases that would have
to be requested and approved in all 50 states. In the current
circumstances, those rate increases simply would not be fair to
policyholders.

"We have instead petitioned for an orderly liquidation of all
company assets in which policyholders' claim payments are our
number one priority.  Additionally, active long-term care policies
will not be canceled, except by the policyholder, so they will be
transitioned to the states' guaranty funds once an order takes
effect.  Guaranty funds have the right to assess other insurance
companies to cover policyholder claims up to coverage limits that
vary by state."

Penn Treaty Network America, headquartered in Allentown, and its
subsidiary, American Network, provide long-term care insurance to
more than 120,000 policyholders. Together, the companies offered
long-term care insurance in all 50 states and the District of
Columbia.

Policyholders and other interested parties will receive further
information about the liquidation when the court enters an order.
In the interim, policyholders with questions on claims or non-
claim matters may call, toll-free, 1-800-362-0700, ext. 3270.


PENSKE AUTOMOTIVE: Moody's Confirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed Penske Automotive Group,
Inc.'s Corporate Family and Probability of Default Ratings at B2.
The rating outlook is negative.  The actions conclude the review
with direction uncertain that commenced on June 5, 2009.

The confirmation follows from Penske's announcement that it has
terminated its discussions with General Motors Corporation to
acquire the Saturn brand.  Penske cited concerns directly related
to the future supply of vehicles beyond the supply period it had
negotiated with General Motors as the reason.  The review with
direction uncertain reflected the uncertainties associated with
the possible accretion to earnings, execution risks, and funding
for this acquisition.

Penske's B2 Corporate Family Rating reflects the company's weak
financial metrics and Moody's expectations for further weak
performance due to difficult economic conditions in the United
States and United Kingdom.  These aspects are partly mitigated by
the company's strong market position in the fragmented auto
retailing industry, and its diversification by brand, geography,
and revenue sources.  It also reflects some degree of benefit
afforded by its variable cost structure.  Ratings are constrained
by the company's high financial leverage, management's aggressive
financial policies, and the cyclicality of the auto retail sector.

The negative outlook primarily reflects Moody's concerns that weak
consumer demand and constrained credit availability for big-ticket
consumer durables such as automobiles will depress Penske's
operating performance over the next year.  Downward pressure on
ratings could continue if leverage remains persistently high and
should negative trends persist.

These ratings were confirmed and LGD assessments amended:

* Corporate Family Rating at B2

* Probability of Default Rating atB2

* $375 million Senior Subordinated Notes due 2016 at Caa1 (LGD 5,
  88% from LGD 5, 89%)

* $306 million Convertible Senior Subordinated Notes due 2026 at
  Caa1 (LGD 5, 88% from LGD 5, 89%)

Moody's last rating action on Penske Automotive Group was on
June 5, 2009, when the company's ratings were placed on review
with direction uncertain.

Headquartered in Bloomfield Hills, MI, Penske is the second
largest automotive retailer headquartered in the US.  As of
December 31, 2008, the company owned and operated 159 franchises
in the United States and Puerto Rico and 148 franchises outside
the United States, primarily in the United Kingdom.


PHILADELPHIA NEWSPAPERS: Court Ruling on Bidding Expected Soon
--------------------------------------------------------------
Jessica Hall at Reuters reports that Chief U.S. Bankruptcy Judge
Stephen Raslavich said that he would rule "promptly" on bidding
procedures for putting Philadelphia Newspapers LLC.

According to Reuters, Judge Raslavich already heard arguments over
the bidding procedures.  Reuters relates that Bruce Toll, vice-
chairman and co-founder of luxury builder Toll Brothers Inc, was
part of the group that was formed by local advertising executive
Brian Tierney to buy the Company's papers in 2006 from McClatchy
Co.  "It's an insider transaction.  It's a plan to allow Tierney
and friends to keep the assets," the report quoted Ben Logan, an
attorney at Los Angeles law firm O'Melveny & Myers LLP and who
represents the unsecured creditors committee, as saying.

Reuters states that Philadelphia Newspapers' creditors seek the
right to make a credit bid in the auction of newspapers, using
some of the $300 million owed to senior lenders, but Philadelphia
Newspapers' lawyer said that all bidders should be required to
make cash bids to keep the auction fair and to gauge a bidder's
ability to fund the business.

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.


PHILLIP BRET BARHAM: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Phillip Bret Barham
        17 Woodmont Dr. Apt. 2
        Jackson, TN 38305

Bankruptcy Case No.: 09-14066

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Robert B. Vandiver Jr., Esq.
                  227 W. Baltimore
                  P.O. Box 906
                  Jackson, TN 38302-0906
                  Tel: (731) 554-1313
                  Email: bankruptcy@robvandiver.com

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

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

According to the schedules, the Company has assets of at least
$1,170,643, and total debts of $1,368,019.

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

            http://bankrupt.com/misc/tnwb09-14066.pdf

The petition was signed by Mr. Barham.


PRECISION GRADING: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Precision Grading & Land Development Inc. has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Middle
District of Florida, listing $1.3 million in assets against
$4.3 million in liabilities.

Court documents say that Precision Grading's largest unsecured
creditor, Dunkles Fuel Service, is owed $119,731.  Precision
Grading, according to court documents, has $2.3 million in
unsecured debts.

Precision Grading's affiliate, PGLD Leasing LLC, also filed for
Chapter 11 bankruptcy protection, listing $1.8 million in assets
and $2.5 million in debts.

Spring Hill, Florida-based Precision Grading & Land Development
Inc. performs residential site work and trucking of building
materials.


PRECISION OPTICS: Posts $992,000 Net Loss in Fiscal Ended June 30
-----------------------------------------------------------------
Precision Optics Corporation, Inc., posted a net loss of $992,135
for fiscal year ended June 30, 2009, compared with a net loss of
$1,623,354 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $1,975,188, total liabilities of $1,492,878 and a stockholders'
equity of $482,310.

Stowe & Degon LLC in Leominster, Massachusetts expressed
substantial doubt about Precision Optics Corporation, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for fiscal year ended June 30,
2009.  The auditor noted that the Company suffered recurring net
losses and negative cash flows from operations.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4606

Precision Optics Corporation, Inc. -- http://www.poci.com/-- (OTC
BB: POCI.OB) designs, develops, manufactures and sells specialized
optical systems and components and optical thin-film coatings.
The company's products include endoscopes, image couplers,
beamsplitters, and adapters; Lenslock endoscopes; ultra-small
lenses, prisms, and assemblies; optical medical products;
industrial cavities and interiors, and borescopes for industrial
applications; thin film coatings for a range of optical
applications; and night vision optics, such as eyepiece lens.
recision Optics markets and sells its endoscopes to original
equipment manufacturers.  The company was founded in 1982 and is
based in Gardner, Mass.


PS AMERICA INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PS America, Inc.
        450 South Ronald Regan Blvd
        Longwood, FL 32750

Case No.: 09-37209

Chapter 11 Petition Date: September 30, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Shari L. Heyen, Esq.
            Greenberg Traurig LLP
            1000 Louisiana, Suite 1800
            Houston, TX 77002
            Tel:  (713) 374-3500
            Fax:  (713) 374-3505
            Email: heyens@gtlaw.com

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

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

The petition was signed by James W. Traweek, the company's chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
CCA Global Direct              Franchise Agreement    $979,125
PO Box 504093
Saint Louis, MO 63150-4093

BEAULIEU                       Trade Debt             $889,651
PO Box 1447
Chatsworth, GA 30705

Mohawk Factoring Inc.          Trade Debt             $873,757
PO Box 91157
Chicago, IL 60693-1157

Carpenter Co.                  Trade Debt             $440,085
PO Box 75252
Charlotte, NC 28275

Shaw Industries Inc.           Trade Debt             $421,666
PO Box 116978
Atlanta, GA 30368

Emser Tile LLC                 Trade Debt             $376,988
PO Box 69339
Los Angeles, CA 90069

Daltile                        Trade Debt             $291,875
Acct. 208234
5601 Venice Avenue NE
Albuquerque, NM 87113

Masland Carpets                Trade Debt             $232,459

Readers Wholesale Dist. Inc.   Trade Debt             $220,605

Happy Floors                   Trade Debt             $205,791

Building Plastics, Inc.        Trade Debt             $185,554

T & L Distributing Co., Inc.   Trade Debt             $179,524

JJ Haines & Company, Inc.      Trade Debt             $131,824

Stanton Carpet Corp.           Trade Debt             $118,366

U S Floors                     Trade Debt             $112,211

Custom Wholesale Floors Inc.   Trade Debt             $106,347

Gulistan Carpet                Trade Debt             $102,943

Kraus Sorce Clarion, PA        Trade Debt             $89,832

Ohio Valley Flooring           Trade Debt             $87,811

William M. Bird                Trade Debt             $85,616


PTC ALLIANCE CORP: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: PTC Alliance Corp.
          aka Pittsburgh Tube Company
        6051 Wallace Road Ext., Suite 200
        Wexford, PA 15090

Case No.: 09-13395

Chapter 11 Petition Date: October 1, 2009

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Mark W. Eckard, Esq.
            Reed Smith LLP
            1201 North Market Street, Suite 1500
            Wilmington, DE 19801
            Tel: (302) 778-7500
            Fax: (302) 778-7575
            Email: meckard@reedsmith.com

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

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

The petition was signed by Thomas W. Crowley, the company's chief
financial officer.

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
U.S. Steel                     Trade Creditor         $690,694
600 Grant Street, Room 1700
Pittsburgh, PA 15219
Attn: John Surma

Severstal North America        Trade Creditor         $635,963
14661 Rotunda Drive
PO Box 1699
Dearborn, MI 48120-1699
Attn: Mark J. Yost

Duferco Farell Corporation     Trade Creditor         $388,686
15 Roemer Blvd.
Farell, PA 15121
Attn: Robert Miller

Kenwal Steel                   Trade Creditor         $305,340
201 Mississippi Street
Gary, IN 46402
Attn: Kenneth Eisenberg

Steel Technologies Inc.        Trade Creditor         $296,360
15166 Collections Center Drive
Chicago, IL 60693
Attn: Roger D. Shannon

Chrysler-Corporation           Trade Creditor         $224,143
Attn: Ronald E. Kolka

Nucor Cold Finish              Trade Creditor         $178,430
Attn: Dan Dimico

Barsteel Corporation           Trade Creditor         $161,458
Attn: Stuart Barnett

ArcelorMittal                  Trade Creditor         $155,317
Attn: John L. Brett

Marsh USA, Inc.                Trade Creditor         $148,504
Attn: Richard E. Scheib

J.B. Lee Transportation        Trade Creditor         $89,876
Attn: President

Great Western Steel Company    Trade Creditor         $67,763
Attn: A. Jack Malec

Century Chemical Corporation   Trade Creditor         $51,687
Attn: Edward Fetters

Frisco Steel Corp.             Trade Creditor         $45,768
Attn: Thomas V. Prusank

The Timken Corporation         Trade Creditor         $45,119
Attn: Ward J. Timken, Jr.

Universal Am-Can Ltd.          Trade Creditor         $44,021
Attn: Mark Limback

Tufts Grinding Company         Trade Creditor         $43,446
Attn: Bryan Tufts

Ceva Freight LLC               Trade Creditor         $41,298
Attn: Ken Powers

Wayne County Treasurer         Trade Creditor         $40,985
Attn: Linda Corder

Superior Steel Supply, LLC     Trade Creditor         $39,315
Attn: Chris Reid

Ferrous Metal Transfer Company Trade Creditor         $38,916
Attn: Tony Potelicki

Perfect Cut-Off Inc.           Trade Creditor         $34,171
Attn: Mike Picciano

Ameren Energy Marketing        Trade Creditor         $33,572
Attn: Warner L. Baxter

Behringer International        Trade Creditor         $28,327
Machine
Attn: Scott Christina

MSC Industrial Supply          Trade Creditor         $26,619
Co., Inc.
Attn: David Sandler

Macsteel Heat Treating Div.    Trade Creditor         $25,088
Attn: Mark Marcucci

Wells Fargo Business Credit    Trade Creditor         $23,563
Attn: David C. Ciccolo

National Tube Supply Co.       Trade Creditor         $23,276
Attn: Gary Chess

Ferrous Metal Processing Co.   Trade Creditor         $20,847
Attn: Toney Potelicki

Mazzella Lifting Technologies  Trade Creditor         $20,509
Attn: Anthony J. Mazzella


RANDALL NELLIS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Randall A. Nellis
               Dorothy J. Nellis
               858 E. Wildmere Avenue
               Longwood, FL 32750

Bankruptcy Case No.: 09-14840

Chapter 11 Petition Date: October 1, 2009

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

Judge: Arthur B. Briskman

Debtors' Counsel: Prabodh C. Patel, Esq.
                  Straus & Patel, P.A.
                  118 West Orange Street
                  Altamonte Springs, FL 32714
                  Tel: (407) 331-5505
                  Fax: (407) 331-6308
                  Email: lpather@moyerstrauspatel.com

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

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

According to the schedules, the Company has assets of at least
$1,017,515, and total debts of $2,446,145.

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

            http://bankrupt.com/misc/flmb09-14840.pdf

The petition was signed by the Joint Debtors.


RCG PROPERTIES LLC: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: RCG Properties, LLC
        1911 Vernon Rd.
        Lake Stevens, WA 98258

Bankruptcy Case No.: 09-20273

Chapter 11 Petition Date: October 1, 2009

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

Debtor's Counsel: James W. Shafer, Esq.
                  Shafer & Bailey
                  1218 3rd Ave Suite 1808
                  Seattle, WA 98101
                  Tel: (206) 682-4802
                  Email: jameswshafer@qwestoffice.net

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

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

According to the schedules, the Company has assets of at least
$1,975,000, and total debts of $3,674,002.

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

            http://bankrupt.com/misc/wawb09-20273.pdf

The petition was signed by Dwayne D. Myers, managing member of the
Company.


REALOGY CORP: Bank Debt Trades at 16% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 84.25 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.11 percentage points from
the previous week, The Journal relates.  The loan matures on
Sept. 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
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. 2, among the 145 loans
with five or more bids.

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 Dec. 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.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.


RED BIRCH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Red Birch of Martinsville, Inc.
        1495 Virginia Avenue
        Martinsville, VA 24112

Bankruptcy Case No.: 09-63168

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  Magee Foster Goldstein & Sayers
                  Po Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  Email: agoldstein@mfgs.com

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

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

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

             http://bankrupt.com/misc/vawb09-63168.pdf

The petition was signed by Dean Price, president of the Company.


ROYAL TRACTOR COMPANY: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Royal Tractor Company, Inc.
        109 Overland Park Place
        New Century, KS 66031

Bankruptcy Case No.: 09-23311

Chapter 11 Petition Date: October 1, 2009

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

Debtor's Counsel: Carl R. Clark, Esq.
                  Jeffrey A. Deines, Esq.
                  Lentz Clark Deines PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  Email: lclaw@lcdlaw.com

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

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

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

             http://bankrupt.com/misc/ksb09-23311.pdf

The petition was signed by T.J. Hardwick, president of the
Company.


SAFETY-KLEEN HOLDCO: Moody's Withdraws 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew its ratings on Safety-Kleen
Holdco, Inc. (corporate family rating at B1, probability of
default at B2) and its subsidiary Safety-Kleen Systems, Inc.
(senior secured bank credit facility at Ba3, 27-LGD2).

The ratings were withdrawn because Moody's believes it lacks
adequate information to maintain a rating.

Outlook Actions:

Issuer: Safety-Kleen HoldCo., Inc.

  -- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Safety-Kleen Systems, Inc.

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: Safety-Kleen HoldCo., Inc.

  -- Probability of Default Rating, Withdrawn, previously rated B2
  -- Corporate Family Rating, Withdrawn, previously rated B1

Issuer: Safety-Kleen Systems, Inc.

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Ba3, LGD2, 27%

Safety-Kleen HoldCo, Inc., headquartered in Plano, TX, provides
oil recycling and re-refining, parts cleaning services and
industrial waste management services through its subsidiary,
Safety-Kleen Services, Inc. Safety-Kleen serves over 300,000
customer locations across North America.


SAKS INCORPORATED: $100 Mil. Offering Won't Affect Fitch's Ratings
------------------------------------------------------------------
The ratings on Saks Incorporated are unaffected by the company's
$100 million equity offering, according to Fitch Ratings.  While
the equity infusion is viewed as a positive as it enables the
company to deleverage its balance sheet, Fitch sees continued risk
and pressure on operating margins, free cash flow and credit
metrics over the next 12-18 months, given the considerable
weakness in luxury department store sales.

Proceeds from the offering will be used to mainly pay down
borrowings on the company's $500 million secured bank facility.
The equity offering follows other endeavors by the company to
inject liquidity such as its $120 million convertible bond
offering in May 2009.  As a result, Fitch anticipates the company
can pay down revolver borrowings completely by the end of its
current fiscal year, versus borrowings of $156.7 million at the
end of last year, resulting in a much improved liquidity position
versus expectation.

However, Fitch anticipates that Saks will need to use its credit
facility to fund operations and working capital needs in 2010,
given the considerable pressure on sales, with expectation for
modest EBITDA in 2009 and 2010.  Fitch expects that Saks can pay
down $23 million in 2010 debt maturities but will need to address
maturities of its $500 million credit facility due September 2011
and $142 million in bond maturities in October 2011.  Fitch
recognizes that retailers have been able to renew asset based
credit facilities in recent months.  Saks' current facility is
supported by inventory and certain receivables of approximately
$700 million and the company has unencumbered real estate.  Its
significant real estate ownership (the company owns 66% of its
full-line square footage), including its Fifth Avenue New York
City store, provide a source of liquidity for the company.

Comparable store sales have declined 22% for the first seven
months of the current fiscal year.  In spite of easier comparisons
beginning September/October, Fitch expects that comparable store
sales for the luxury retailers could decline in the high single to
low double digits in 2009 and remain negative in the mid-single
digits for 2010.  Even if gross margins improve on reduced
inventory, Saks' EBITDA and credit metrics will remain under
significant pressure on reduced top line.

Fitch currently rates Saks:

  -- Long-term Issuer Default Rating 'B-';
  -- Senior secured bank credit facility 'BB-/RR1';
  -- Senior unsecured notes 'B/RR3'.


SAMSONITE STORES: Gets Nod for Young Conaway as Co-Counsel
----------------------------------------------------------
Samsonite Company Stores LLC obtained approval from the Bankruptcy
Court to employ Young Conaway Stargatt & Taylor, LLP as co-
counsel.

Young Conaway will work together with Paul, Weiss, Rifkind,
Wharton & Garrison LLP in providing services as bankruptcy counsel
to the Debtor.  Young Conaway has agreed to, among other thing,
(a) provide legal advice to the Debtor with respect to its duties
as debtor-in-possession, (b) pursue confirmation of a plan and
approval of a disclosure statement, (c) prepare on behalf of the
Debtor the necessary pleadings, and (d) appear in Court and
protect the interests of the Debtor before the Court.

The current hourly rates for the attorneys and paralegals at Young
Conaway designated to represent the Debtor are:

     Pauline K. Morgan, Partner               $600
     Margaret Whiteman Greecher, Associate    $310
     Ryan M. Bartley, Associate               $260
     Melissa Bertsch, Paralegal               $155

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.


SEA LAUNCH: Spots Potential Sources of Financing
------------------------------------------------
Stephen Clark at Spaceflight Now reports that Sea Launch Company
LLC has identified several potential sources of financing to help
the Company emerge from bankruptcy protection.

Spaceflight Now relates that since filing for bankruptcy in June,
Sea Launch has started working with a committee of creditors and
customers through a Delaware court to get the company back on
stable financial ground.

Sea Launch president and general manager Kjell Karlsen, according
to Spaceflight Now, said that he hopes the Company can secure
debtor-in-possession financing this month.  "We're working with a
couple of potential sources," the report quoted Mr. Karlsen as
saying.

Mr. Karlsen, Spaceflight Now states, said that Sea Launch will
continue seeking more financing options before making a decision.

Sea Launch has contracts for four missions, plus four options from
Intelsat and additional options with other clients, Spaceflight
Now says, citing Mr. Karlsen.  According to the report, Sea
Launch's Land Launch subsidiary has two flights on its manifest,
with Intelsat.  The report states that the court agreed to a
proposal from Intelsat to bypass Sea Launch in favor of working
with Space International Services.

Court documents say that Sea Launch filed a proposed order
rejecting its contract with Sirius XM radio for the launch of its
XM 5 broadcasting satellite.  If the request is granted, Sea
Launch would owe more than $16 million in damages from the
rejection.

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.


SEITEL INC: Restrepo Steps Down as EVP, CFO and Secretary
---------------------------------------------------------
William J. Restrepo resigned from his positions as Executive Vice
President, Chief Financial Officer and Secretary of Seitel, Inc.,
effective as October 15, 2009, to pursue another opportunity.  Mr.
Restrepo's resignation did not result from any disagreement or
concern regarding accounting or financial matters.

Seitel Inc. provides seismic data to the oil and gas industry in
North America.  Seitel's data products and services are critical
for the exploration for, and development and management of, oil
and gas reserves by oil and gas companies.  Seitel has ownership
in an extensive library of proprietary onshore and offshore
seismic data that it has accumulated since 1982 and that it
licenses to a wide range of oil and gas companies.  Seitel
believes that its library of onshore seismic data is one of the
largest available for licensing in the United States and Canada.
Seitel's seismic data library includes both onshore and offshore
3D and 2D data.  Seitel has ownership in over 41,000 square miles
of 3D and roughly 1.1 million linear miles of 2D seismic data
concentrated in the major active North American oil and gas
producing regions.  Seitel serves a market which includes over
1,600 companies in the oil and gas industry.

                           *     *     *

In July 2009, Moody's Investors Service downgraded Seitel's
Corporate Family Rating to Caa3 from B3, its Probability of
Default Rating to Caa3 from B3, its senior unsecured notes rating
to Caa3 (LGD 4, 54%) from B3 (LGD 4, 56%), and its Speculative
Liquidity Rating to SGL-4 from SGL-3.  The rating outlook is
negative.  The downgrade reflects the increased pressure on
Seitel's liquidity and earnings.


SEMGROUP LP: Amendment to Asset Purchase Agreement With Noble
-------------------------------------------------------------
SemGroup L.P. and its units informed the Bankruptcy Court that
they entered into an amendment to the asset purchase agreement
with Noble Americas Corp.  The Debtors note that the Amendment
does not contain material changes and may be executed without
further order of the Court.  The parties expect to close the Noble
APA on September 30, 2009.

A full-text copy of the amendment to the Noble APA is available
for free at:

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

U.S. Bankruptcy Judge Brendan Linehan Shannon authorized the
Debtors to sell SemFuel L.P.'s assets to Noble Americas Corp. for
$65,350,000 free and clear of all liens, on August 13, 2009.

An auction was held by the Debtors on August 3, 2009, whereby
Noble Americas was selected as the successful bidder for
SemFuel's Asset Groups 1 to 5 for a total bid of $65,350,000.
QuikTrip Corporation, U.S. Oil Co., Inc., and Magellan Pipeline
Company, L.P., were the approved stalking horse bidders of the
Asset Groups 1 to 3.

The assets sold to Noble Americas are:

Group 1 -- assets located in Fort Worth, Texas

Group 2 -- assets located in Green Bay, Wisconsin; Bettendorf,
            Iowa; and Rogers City, Michigan

Group 3 -- assets located in El Dorado, Kansas; Des Moines,
            Iowa; and Glenpool and West Tulsa, Oklahoma

Group 4 -- assets located in Bryan, Texas

Group 5 -- assets located in Houston, Texas

Judge Shannon also approved an Asset Purchase and Sale Agreement
executed between Noble Americas and SemFuel on August 3, 2009.  A
full-text copy of the Noble Americas APA is available for free
at http://bankrupt.com/misc/semgroup_NobleAmericasAPA.pdf

Any objections that have not been withdrawn, waived or settled,
or not otherwise resolved are denied and overruled on the merits
with prejudiced.

Subject to the Noble Americas APA and the Sale Order and upon
closing, the Debtors are authorized to assume and assign the
initial assumed contracts to Noble Americas pursuant to Sections
363 and 365 of the Bankruptcy Code.  Moreover, the cure amounts
to the Initial Assumed Contracts will not be subject to further
dispute.  Upon payment of the Cure Amounts, the counterparties to
the Initial Assumed Contracts are forever barred from asserting
against Noble Americas any default existing as of the Closing.
To the extent not withdrawn or resolved, objections to the Cure
Amount are denied and overruled.

Judge Shannon further ruled that the Indemnity Agreement among
SemGroup, L.P., Westchester Fire Insurance Company, and ACE USA
will neither be an Initial Assumed Contract nor an Additional
Assumed Contract.  On or before the Closing, Noble Americas will
(i) post a bond in replacement of gross production tax bond No.
K07109891, executed by ACE USA, in favor of the State of
Oklahoma, Tax Payer Assistance Division, Oklahoma Tax Commission,
which replacement bond will relate solely to obligations incurred
on and after the Closing Date; and (ii) secure other arrangements
as may be necessary to conduct business in the State of Oklahoma
on and after the Closing Date.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: U.S. General Unsecured Claims Recovery Hiked to 2.91%
------------------------------------------------------------------
Ernst & Young, LLP, the Court-appointed monitor of SemCanada
Crude Company and its affiliates' reorganization proceedings
before the Canadian Companies' Creditors Arrangement Act provided
on September 25, 2009:

  * an update on the restructuring efforts of SemGroup, L.P.,
    including an outline of the additional amendments being made
    to the Amended U.S. Plan and the Disclosure Statement;

  * an update on the restructuring efforts of SemCanada Crude
    Company, SemCAMS ULC, SemCanada Energy Company, A.E. Sharp
    Ltd., CEG Energy Options, Inc., 3191278 Nova Scotia Company,
    and 1380331 Alberta ULC, including an outline of the
    additional amendments to the CCAA Plans;

  * a brief update on the Monitor's petition for recognition of
    foreign proceedings of the SemCanada Group in the U.S.
    Bankruptcy Court for the District of Delaware;

  * comments on the budget to actual variance analysis of the
    cash flows of SemCAMS for the period from July 18, 2009 to
    September 11, 2009;

  * comments on the revised cash flow projections for SemCAMS
    for the period from September 12, 2009 to November 13, 2009;

  * comments on the budget to actual variance analysis of the
    cash flows of SemCanada Crude for the period from July 11,
    2009 to September 11, 2009;

  * comments on the revised cash flow projections for SemCanada
    Crude for the period from September 12, 2009 to January 1,
    2010;

  * comments on the budget to actual variance analysis of the
    cash flows of SemEnergy, AES, CEG, 3191278 Nova Scotia and
    1380331 Alberta for the period of July 4, 2009 to
    September 11, 2009;

  * comments on the revised cash flow projections for SemEnergy,
    AES, CEG, 3191278 Nova Scotia and 1380331 Alberta for the
    period from September 12, 2009 to November 13, 2009;

  * comments on SemCanada Crude's request for an extension to
    its stay period under the CCAA proceedings up to and
    including December 1, 2009 and SemCanada Crude's Plan
    Implementation Date;

  * comments on SemCAMS' and SemEnergy, AES, CEG, 3191278 Nova
    Scotia and 1380331 Alberta's requests for an extension of
    their stay periods under the CCAA proceedings up to and
    including the earlier of November 10, 2009 and the Plan
    Implementation Date.

Upon review, the Monitor cited these significant amendments to
the U.S. Debtors' Fourth Amended Joint Plan of Reorganization:

  (a) the recovery to the U.S. general unsecured claims has
      increased from 2.09% to 2.91%;

  (b) the Official Producers' Committee supports the Fourth
      Amended Plan, and the settlements under the Fourth Amended
      Plan are binding, including a $172.5 million payment to be
      distributed among Producers; and

  (c) the Fourth Amended Plan reflects the resolution of
      objections by creditors with claims pursuant to Section
      503(b)(9) of the Bankruptcy Code to the schedules of
      assets and liabilities prepared by the U.S. Debtors
      setting forth the amount of those claims.

The Monitor noted that the slight increase in the recovery of the
U.S. General Unsecured Claims is primarily due to the decrease in
the amount of the U.S. General Unsecured Claims as a portion of
those claims are now being given treatment afforded under Section
503(b)(9).  Another change in the Fourth Amended Plan is the
removal of the condition precedent that SemEnergy, AES, and CEG's
Energy Distribution Plan be implemented.  The implementation of
the SemCAMS Plan and SemCanada Crude Plan remain as conditions
precedent to the implementation of the Fourth Amended Plan.

As a result of the delays in the U.S. Debtors' Chapter 11
proceedings, the Monitor pointed out that the Canadian Debtors
amended their tentative timeline regarding the CCAA Plans to:

  -- reflect the revised tentative timeline of the U.S. Chapter
     11 Proceedings with respect to the joint hearing to
     sanction/confirm the CCAA Plans or Fourth Amended Plan,
     which is tentatively scheduled to occur on October 26,
     2009; and

  -- adjourn the Canadian Debtors' Creditors Meeting to
     October 8, 2009.

In addition, the Canadian Debtors amended the SemCAMS and
SemCrude Plans to parallel the changes made in the Fourth Amended
Plan with respect to the Energy Distribution Plan so that
implementation of the Energy Distribution Plan is not condition
precedent to the SemCAMS and SemCanada Crude Plans.  Rather, with
respect to SemEnergy, AES, and CEG, the Fourth Amended Plan,
SemCAMS Plan and SemCanada Crude Plan require, as a condition
precedent, that on the Plan Implementation Date either:

  * the Energy Distribution Plan is implemented; or

  * the following events will happen:

    -- Ernst & Young will be appointed as the receiver and
       trustee in bankruptcy of SemEnergy, AES, CEG, 3191278
       Nova Scotia and 1380331 Alberta;

    -- all cash and cash equivalents of SemEnergy, AES, and CEG
       will have been distributed by the receiver to Bank of
       America, N.A., as administrative agent of the Secured
       Lenders;

    -- concurrently with its receipt of the cash and cash
       equivalents of SemEnergy, AES, and CEG, on behalf of the
       Secured Lenders, will have paid an amount equal to the
       sum of (a) $4,000,000; and (b) an amount equal to the
       aggregate amount of all Proofs of Claim which have not
       been paid prior to the entry of the receivership order;
       and

    -- all property, other than cash and cash equivalents, of
       SemEnergy, AES, and CEG will be conveyed by the receiver
       to BofA, on behalf of the Secured Lenders, at book value.

The Monitor reasoned that the amendments in the Fourth Amended
Plan and the CCAA Plans with respect to SemEnergy, AES, and CEG
is due to the fact that these Canadian Debtors have ceased all
operations and are liquidating their remaining assets.  The
Monitor believes that the Amended CCAA Plans are reasonable and
do not negatively affect the Canadian creditors.

The Monitor further noted that the U.S. Debtors sought and
obtained the Bankruptcy Court's approval of a Cross-Border
Protocol, which was previously approved by the Honorable Madame
Justice Romaine in the Court of Queen's Bench of Alberta, in the
Judicial District of Calgary, Canada, on May 22, 2009.

The Monitor related that SemCAMS, SemEnergy, AES, and CEG,
3191278 Nova Scotia and 1380331 Alberta's stay period will expire
on October 1, 2009, while SemCanada Crude's stay period will end
on November 1, 2009 and the Plan Implementation Date.  Given that
a common Plan Implementation Date of November 6, 2009 is being
contemplated, the Canadian Debtors ask the Honourable Court to
extend their stay periods.

Specifically, SemCanada Crude sought an extension to its Stay
Period, through and including December 1, 2009 and the Plan
Implementation Date.  SemCAMS, SemEnergy, AES, CEG, 3191278 Nova
Scotia and 1380331 Alberta sought an extension of their stay
periods to and including November 10, 2009 or the Plan
Implementation Date.

The Monitor believes that the Canadian Debtors have acted in good
faith and that the extensions of the Stay Periods are appropriate
given these circumstances.

A full-text copy of the Monitor's Report is available for free at:

    http://bankrupt.com/misc/semgroup_Sept25MonitorReport.pdf

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMINOLE WALLS: Battle Over Marilyn Monroe Photos Unresolved
------------------------------------------------------------
Seminole Walls & Ceilings Corporation, a drywall contractor, filed
a Chapter 11 petition (Bankr. M.D. Fla. Case No. 01-01966) on
March 13, 2001, and obtained confirmation of a Chapter 11 Plan in
August 2002.  SWC did not make its payments to creditors as
required by the plan, and on motion by the United States Trustee,
the case was converted to a Chapter 7 liquidation case on April 2,
2003.  Carla Musselman was appointed to serve as the Chapter 7
Trustee.

The Trustee learned that the bankruptcy estate might include an
interest in a collection of photographs of celebrities, including
Marilyn Monroe.  The photographs were taken as long ago as the
1940s by Joseph Jasgur, and owned by PITA Corporation, which is
100% owned by Seminole Walls.  According to the Plan, Seminole
intended to use proceeds from PITA's disposition of the Jasgur
Collection toward the implementation of the Plan of
Reorganization.  On March 31, 2003 -- two days before Seminole's
case was converted to Chapter 7 -- PITA purportedly sold the
Jasgur Collection to Africh Maintenance, Inc., via an Asset
Purchase Agreement.

On April 2, 2004, the Trustee filed two adversary proceedings
(Bankr. M.D. Fla. Adv. Pro. Nos. 04-00077 and 04-00079) pertaining
to the Jasgur Collection, seeking to (i) determine the bankruptcy
estate's rights in the Jasgur Collection as against several other
claimants and (ii) recover the parts of the Jasgur Collection that
were purportedly transferred on March 31, 2004.  A bench trial was
held, and the Honorable Karen S. Jennemann, 366 B.R. 206, issued a
complicated ruling.

Appeals from Judge Jennemann's decision were taken to the U.S.
District Court where, WestLaw reports, the Honorable John Antoon,
II, held that creditors waived their right to jury trial in
connection with their claim of ownership to a collection of
celebrity photographs by filing a proof of claim in the seller's
bankruptcy case.  Part of the consideration for the creditors'
purchase was the release of their claims filed in the bankruptcy
case.  In re Seminole Walls & Ceilings Corp., --- B.R. ----, 2008
WL 879552 (M.D. Fla.).

In another complicated ruling, Judge Antoon affirmed the
bankruptcy court's decision in part, vacated it in part, and
remanded the disputes to bankruptcy court for further proceedings.


SHEP BROWN ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Shep Brown Associates, Inc.
        24 Cummings Park
        Woburn, MA 01801

Bankruptcy Case No.: 09-19432

Chapter 11 Petition Date: October 1, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Richard A. Mestone. Esq.
                  Mestone Hogan LLC
                  459 Broadway, Suite 204
                  Everett, MA 02149
                  Tel: (617) 381-6700
                  Fax: (617) 381-6703
                  Email: richard.mestone@mestonehogan.com

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

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

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

             http://bankrupt.com/misc/mab09-19432.pdf

The petition was signed by Abby Brown, president of the Company.


SIX FLAGS: To Develop Theme Park in Nigeria
-------------------------------------------
The Government of Cross River State of Nigeria and Six Flags,
Inc., (OTC Bulletin Board: SIXFQ) the world's largest regional
theme park company, announced plans to develop a Six Flags branded
theme park in Calabar Cross River State as part of the State's
"Destination Tourism"  development plan.

Under the binding agreement, Six Flags will provide concept
development and master planning services to Cross River State
Government for the creation of a Six Flags branded theme park
located on approximately 250 acres contiguous to Tinapa Business
Resort.  Once the initial phase is finalized, Six Flags and CRSG
will collaborate on the detailed design, development,
construction and management of the location. The park is
scheduled to open in 2013.

Senator Liyel Imoke, Governor of Cross River State said, "The
Calabar theme park project will be a signature leisure destination
for residents and tourists in the West African sub-region,
enhancing Cross River State's position as a lead state in the
tourism sector in Nigeria and the region.  It will serve as a
critical component of the State's tourism value chain,
guaranteeing additional tourist traffic to existing attractions
including the Tinapa Resort, Obudu Ranch Resort, and the Slave
Museum.  CRSG is delighted to be working with Six Flags, a global
leader in themed entertainment, towards the realization of this
project."

"The potential economic impact of this exciting project is vast,
with the opportunity to create hundreds of jobs during the
construction phase and subsequent operations," added Nzan Ogbe,
Special Advisor, Governor's Office.  "The theme park development
is destined to become a major tourism attraction, drawing from
millions across the continent and the world."

"We look forward to collaborating with the Cross River State
Government to bring the Six Flags experience to this exciting,
rapidly expanding region," said Mark Shapiro, Six Flags President
and Chief Executive Officer.  "The partnership represents another
major step in our international development strategy and clearly
demonstrates the strength of the Six Flags brand on the heels of
our operational turnaround."

                     About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMART ONLINE: Former Officers Seek Appointment of Receiver
----------------------------------------------------------
Dennis Michael Nouri, a former officer of Smart Online, Inc., and
Reza Eric Nouri, a former employee of the Company, who -- on
July 2, 2009, were convicted of nine counts of criminal activity
in a federal criminal action brought against them in the United
States District Court for the Southern District of New York and
are presently awaiting sentence -- on September 24, 2009, filed a
Motion for Rule to Show Cause and the Appointment of a Receiver in
the Court of Chancery of the State of Delaware against the
Company.

The Motion, among other things, seeks the appointment of a
receiver for the Company under Section 322 of the Delaware General
Corporation Law on account of the Company's failure to pay the
monetary judgment in the amount of $826,798 entered against it by
order of the Court of Chancery on August 6, 2009, for the
advancement of legal expenses incurred by the Nouris in their
defense of the foregoing criminal proceedings.

The Company intends to vigorously contest the Motion.

                        Going Concern Doubt

In August 2009, the Company reported a net loss of $1,734,037 for
the three months ended June 30, 2009, from a net loss of
$1,302,059 for the same period in 2008.  The Company posted a net
loss of $3,328,689 for the six months ended June 30, 2009, from a
net loss of $3,132,942 for the same period a year ago.

The Company said revenues decreased 52.8% to $829,171 for the
three months ended June 30, 2009, from $1,755,631 for the same
period in 2008.  Revenues decreased 51.8% to $1,542,654 for the
six months ended June 30, 2009, from $3,202,794 for the same
period in 2008.  Overall decrease in revenues was driven by
substantial declines in subscription fees, professional service
fees, and license fees.

At June 30, 2009, the Company had $1,940,518 in total assets
against $10,901,973 in total liabilities.  The Company had
$76,006,765 in accumulated deficit and $8,961,455 in stockholders'
deficit at June 30, 2009.  The Company's June 30 balance sheet
also showed strained liquidity with $290,931 in total current
assets against $3,539,372 in total current liabilities.

Sherb & Co., LLP, the Company's independent registered public
accountants for fiscal 2008, has issued an explanatory paragraph
in their report included in the Company's Annual Report on Form
10-K for the year ended December 31, 2008, in which they express
substantial doubt as to the Company's ability to continue as a
going concern, given the Company's recurring losses from
operations and deficiencies in working capital and equity.  The
Company has said the adverse opinion could materially limit its
ability to raise additional funds by issuing new debt or equity
securities or otherwise.

                        About Smart Online

Smart Online, Inc. -- http://www.smartonline.com/-- develops and
markets software products and services -- One Biz(TM) -- targeted
to small businesses that are delivered via a Software-as-a-Service
model.  The Company sells its SaaS products and services primarily
through private-label marketing partners.  In addition, the
Company provides sophisticated and complex Web site consulting and
development services, primarily in the e-commerce retail and
direct-selling organization industries.


SOUTHERN COLORADO, PUEBLO: Legacy Bank Assumes All Deposits
-----------------------------------------------------------
Southern Colorado National Bank, Pueblo, Colorado, was closed
October 2 by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Legacy Bank, Wiley, Colorado, to assume
all of the deposits of Southern Colorado National Bank.

The two branches of Southern Colorado National Bank will reopen on
Saturday as branches of Legacy Bank.  Depositors of Southern
Colorado National Bank will automatically become depositors of
Legacy Bank.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until they
receive notice from Legacy Bank that it has completed systems
changes to allow other Legacy branches to process their accounts
as well.

As of September 4, 2009, Southern Colorado National Bank had total
assets of $39.5 million and total deposits of approximately $31.9
million.  Legacy Bank will pay the FDIC a premium of one percent
to assume all of the deposits of Southern Colorado National Bank.
In addition to assuming all of the deposits of the Southern
Colorado National Bank, Legacy Bank agreed to purchase essentially
all of the assets.

The FDIC and Legacy Bank entered into a loss-share transaction on
approximately $25.5 million of Southern Colorado National Bank's
assets.  Legacy Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector.  The agreement also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-782-1402.  The phone number will be
operational this evening until 9:00 p.m., Mountain Daylight Time
(MDT); on Saturday from 9:00 a.m. to 6:00 p.m., MDT; on Sunday
from noon to 6:00 p.m., MDT; and thereafter from 8:00 a.m. to 8:00
p.m., MDT.  Interested parties also can visit the FDIC's Web site
at http://www.fdic.gov/bank/individual/failed/scnb-co.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $6.6 million.  Legacy Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Southern Colorado National Bank is the
98th FDIC-insured institution to fail in the nation this year, and
the third in Colorado.  The last FDIC-insured institution closed
in the state was New Frontier Bank, Greeley, on April 10, 2009.


SPANSION INC: Reaches Terms of Plan with Noteholders
----------------------------------------------------
Spansion Inc. on October 2 announced it has reached another
important milestone towards completing its Chapter 11
restructuring with the submission of a motion with the U.S.
Bankruptcy Court seeking permission to file its Plan of
Reorganization without the related Disclosure Statement.
Agreement has been reached on the material economic terms of the
Plan of Reorganization with a consortium of holders of the
company's Senior Secured Floating Rate Notes due 2013 and a
committee of the company's unsecured creditors.

"This is a significant step in the company's restructuring
process," said John Kispert, president and CEO of Spansion.
"While we are still finalizing certain details or our Plan of
Reorganization and the Disclosure Statement, I am pleased with the
tremendous progress the entire company has made since beginning
our restructuring process."

Spansion initiated the process of reorganizing in February 2009,
filing for Chapter 11 bankruptcy protection on March 1, 2009.
After exploring a number of strategic alternatives for the
business and assets, the company decided to pursue a standalone
strategy, narrowing its focus primarily to embedded applications
of the Flash memory market and focusing on major segments
including portions of the company's previous wireless business.

The company plans to file a complete Plan of Reorganization in the
near future with the goal of emerging from Chapter 11 in late
fourth quarter of 2009 or early 2010.

                       About Spansion Inc.

Spansion (Pink Sheets: SPSNQ) is a leading Flash memory solutions
provider, dedicated to enabling, storing, protecting and
accelerating access to content in automotive, consumer
electronics, enterprise server, networking and wireless
applications. Spansion is dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions. For more information: www.spansion.com

Spansion(R), the Spansion logo, MirrorBit(R), MirrorBit(R)
Eclipse(TM), ORNAND(TM), EcoRAM(TM) and combinations thereof, are
trademarks and registered trademarks of Spansion LLC in the United
States and other countries.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts.  None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Gets Court OK to Assume Amended Pact With LRN
-----------------------------------------------------------
Bankruptcy Judge Kevin Carey authorized Spansion Inc. and its
units to assume their executory contract, as amended, with LRN
Corporation.

LRN and Spansion LLC are parties to that certain Knowledge Service
Provider Agreement whereby LRN provides propriety, web-based
knowledge applications used for an on-line legal, ethics and
compliance educational system consisting of an interactive library
of training modules designed to educate
Spansion employees in various areas of law and ethics, consistent
with Spansion's code of conduct and corporate policies.  The LRN
Contract provides for two payments of $28,435 each by Spansion
for the use of LRN's products through December 2, 2009.  The
Debtors relate that they have made no postpetition payments under
the LRN Contract but have continued to enjoy access to the
training modules and applications used to train Spansion's
employees.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, tells the Court that due to the economic circumstances
that led to the filing of the Chapter 11 Cases, the second
payment, which Spansion still needs to make, no longer reflects
the value of the LRN Contract to Spansion.

Spansion and LRN entered into good faith negotiations to
negotiate a cure amount that would bring the remaining payment
due under the LRN Contract into closer conformity with its true
value to Spansion.  As a result, LRN and Spansion entered
into that certain Second Amendment to Knowledge Service Provider
Agreement.  Pursuant to the Amendment, the Second Payment is to
be canceled in favor of a reduced payment by Spansion of $21,326,
and an allowed prepetition general unsecured claim for the
remaining $7,109.  These payments represent the Second Payment
divided on a pro-rata basis between pre- and post-petition
periods, even though under Section 365 of the Bankruptcy Code,
LRN would technically be entitled to a cure payment of the
full amount.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Macomb County Wants Discovery for Shareholder Suit
----------------------------------------------------------------
Macomb County Employees' Retirement System and St. Clair Shores
Police and Fire Pension System ask the Court to lift the
automatic stay for the purpose of conducting limited discovery on
Spansion relating to a shareholder class action pending in the
U.S. District Court for the Northern District of Illinois.
Macomb, et al. seek relief from the stay so they may seek
documents from Spansion responsive to these requests:

  * All documents evidencing communications between Spansion and
    Motorola, Inc., or the Individual Defendants regarding
    production, supply, design, or performance quality issues
    with memory chips S99-50165, S72WS512NFFKFWZJ3, and
    S72WS512PFFKFKGJ3.

  * All documents evidencing production, supply, design, or
    performance quality issues with memory chips S99-50165,
    S72WS512NFFKFWZJ3, and S72WS512PFFKFKGJ3.

Macomb, et al. are plaintiffs and class representatives in a
securities fraud action against Motorola.  The Consolidated
Amended Complaint for Violation of the Federal Securities Laws in
the case alleges that during the Class Period, defendants
violated Sections 10(b) and 20(a) of the Securities Act of 1934
by recklessly or intentionally misleading the public concerning
the development and commercial viability of Motorola's mobile
handset products.

The Case is in the discovery phase with a current fact discovery
cut-off in April 2010.

Macomb, et al. tell the Court that Spansion and its subsidiaries
supplied Motorola with key memory components that suffered
warping and contributed to the delays in Motorola's 3G phone
launches beginning in 2006.  The memory chips supplied by
Spansion were meant to be installed directly on top of, and fused
to, the Argon baseband chip, resulting in a "Package on Package"
configuration.  The process of fusing the chips together caused
warpage to occur, and rendered the chips defective.  This
failure, and the time it took to resolve, is one of the key facts
of the Motorola securities fraud.

Brian D. Long, Esq., at Rigrodsky & Long, P.A., in Wilmington,
Delaware, counsel for Macomb, et al., asserts that without the
Court's intervention, Macomb, et al. cannot consider documents
from Spansion which are vital to providing their case against
Motorola.  Mr. Long adds that Macomb, et al. have sought and
received documents from Motorola regarding the quality and supply
issues with the Spansion memory chips, but neither Macomb, et
al., nor Motorola has access to documents which are in the sole
possession of Spansion.

To ensure that there is no burden on Spansion, Macomb, et al.
will absorb all reasonable costs incurred in the production and
copying of relevant documents.

Mr. Long avers that because cause exists to lift the stay so as
to ensure that Macomb, et al. are not hampered in asserting their
claims in their securities fraud action to which Spansion is a
non-party with unique critical knowledge, and because there is no
burden on the debtor in producing these documents, the Court
should modify the stay.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Seeks to Reject Contract With American Gas
--------------------------------------------------------
Spansion Inc. and its affiliates seek the Court's authority to
reject a Natural Gas Sales Agreement with American Gas Management,
Inc.

Spansion and American Gas are parties to a Natural Gas Contract
dated September 30, 2008.  Pursuant to that Contract, American
Gas is the sole supplier to Spansion of its natural gas
requirements at its Sunnyvale, California location.  Spansion
pays American Gas a fixed price of $10.74 per one million British
thermal units of natural gas, for up to 6400 MMBtu's per month.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, relates that the global economic recession has
significantly reduced demand for natural gas, driving prices
steadily downward for at least the last year.  As a result, Mr.
Lastowski notes, the fixed price Spansion pays to American Gas is
dramatically above the current market rate for natural gas.
According to Mr. Lastowski, Spansion has reached out to several
natural gas suppliers for more competitive bids and has received
a bid for a rate of $4.60 per MMBtu, less than half of the rate
of the Natural Gas Contract.

Thus, the Debtors have determined to reject the Contract, nunc
pro tunc to September 29, 2009.

                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPECTRUM BRANDS: 4 Executives Get Cash Bonuses Following Emergence
------------------------------------------------------------------
Spectrum Brands, Inc., entered into amendments, effective as of
August 28, 2009, to its executive employment agreements with four
of its executives:

(1) the Fourth Amendment to Employment Agreement with Kent J.
     Hussey, the Company's Chief Executive Officer;

(2) the Third Amendment to Amended and Restated Employment
     Agreement with John A. Heil, the Company's President for
     Global Pet Supplies;

(3) the Second Amendment to Employment Agreement with Anthony
     L. Genito, the Company's Executive Vice President and Chief
     Financial Officer; and

(4) the Third Amendment to Amended and Restated Employment
     Agreement with David R. Lumley, the Company's President for
     Global Batteries & Personal Care.

Effective February 28, 2009, the employment agreements for each
of Messrs. Hussey, Heil, Genito and Lumley were amended to
reflect temporary reductions in their annual base salaries.  The
Hussey Amendment reinstates Mr. Hussey's annual base salary to
$825,000; the Heil Amendment reinstates Mr. Heil's annual base
salary to $500,000; and the Lumley Amendment reinstates Mr.
Lumley's annual base salary to $600,000.

The Genito Amendment increases Mr. Genito's annual base salary to
$425,000 from the $375,000 annual base salary in effect prior to
the temporary reduction.

In addition, in connection with the Company's emergence from
Chapter 11, the Compensation Committee of the Company's board of
directors has approved effective as of the Plan Effective Date, a
special cash bonus award to each of these top Spectrum
executives:

  Kent Hussey                  $300,000
  John Heil                    $100,000
  Anthony Genito               $200,000
  David Lumley                 $100,000

The bonuses were payable on September 27, 2009.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


SPECTRUM BRANDS: Amends Bankruptcy Exit Loan Facilities
-------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Spectrum Brands, Inc., disclosed that as the Debtors'
Plan of Reorganization became effective and the Debtors emerged
from reorganization proceedings under the United States
Bankruptcy Code, the Company entered into agreements with its
existing lenders as well as lenders under an exit credit facility
in the form of a senior secured asset-based credit facility.

A. Senior Term Credit Amendments

On June 24, 2009, the Company reached a settlement with the
lenders under its Credit Agreement, dated March 30, 2007, with
The Bank of New York Mellon, as administrative agent, collateral
agent and syndication agent and the lenders party to the credit
agreement.  Pursuant to the Settlement, the Company amended its
the proposed Chapter 11 Plan to provide that the Senior Term
Credit Agreement would be amended upon any consummation of the
proposed plan, among other things, to include:

  (1) a floor on the LIBOR rate of 150 basis points;

  (2) an increase of 250 basis points in the applicable rate to
      apply to each tranche of the facility;

  (3) increased required senior leverage ratios to allow a
      maximum senior leverage ratio of 5.75 through September
      2010, 5.50 from October 2010 through September 2011, and
      5.00 thereafter; and

  (4) a change in the maturity of the senior term loans from
      March 2013 to June 2012.

On the Effective Date, pursuant to the Plan, the Company entered
into Amendment No. 1 to the Senior Term Credit Agreement
reflecting the terms of the Settlement as authorized by the
Confirmation Order, including a new covenant restricting the
Company from paying cash interest on its 12% Senior Subordinated
Toggle Notes due 2019 until the date that is 18 months from the
Effective Date, or February 28, 2011.

In addition, on the Effective Date, the Company entered into
Amendment No. 2 to the Senior Term Credit Agreement to give
effect to certain technical amendments to the Senior Term Credit
Agreement necessary for Bank of America, N.A., to become letter
of credit issuer and deposit agent under the credit agreement,
including, but not limited, to the:

  -- modifications reflecting the movement of the deposit
     account from Wachovia Bank, National Association to Bank of
     America;

  -- modifications to ensure that the cash collateralization of
     letters of credit are upon terms that are consistent with
     Bank of America's internal policies;

  -- modifications of certain terms to ensure that the funds in
     the deposit account are invested in a manner which conforms
     to Bank of America's internal policies; and

  -- modifications that permit Bank of America to resign from
     its role as LC Issuer upon 30 days' prior notice.

B. Exit Facility

On the Effective Date, pursuant to the Plan, the Company
refinanced its debtor-in-possession credit facility with a
$242 million asset-based exit loan facility pursuant to a credit
agreement among the Company, the Subsidiaries of the Company
party thereto, General Electric Capital Corporation, as the
administrative agent, co-collateral agent, swingline lender and
supplemental loan lender, Bank of America, N.A., as co-collateral
agent and L/C Issuer, RBS Asset Finance, Inc., through its
division RBS Business Capital, as syndication agent and the
lenders party thereto.

The ABL Credit Agreement provides for initial aggregate lender
commitments of $242 million, including a $45 million supplemental
loan facility and sublimits of $60 million and $30 million for a
letter of credit facility and a swingline loan facility,
respectively.  The ABL Credit Agreement limits aggregate
revolving borrowing availability at any time to (i) the lesser of
the aggregate lender commitments at the time, the borrowing base
at such time and the Facilities Reduction Amount at the time
minus (ii) $15 million, subject to further limitations for
reserves, overadvance limits and the aggregate outstanding amount
of any special agent loans described below.  The proceeds of
borrowings under the Exit Facility may be used (a) to cash
collateralize outstanding letters of credit; (b) to pay for goods
and services in the ordinary course of business; (c) to pay
allowed administrative expenses and allowed claims in accordance
with the Plan, (d) to pay costs, expenses and fees in connection
with the Exit Facility and (e) for working capital and general
corporate purposes, including to repay all outstanding
obligations under the Company's $235 million debtor-in-possession
credit facility.  Letters of credit issued under the Letter of
Credit Facility may be used solely to support the Borrower's and
the Subsidiary Loan Parties' payment obligations incurred
consistent with past practices.  The Exit Facility has a maturity
date of March 31, 2012.

After the occurrence and during the continuance of a default
under the ABL Credit Agreement, the administrative agent may,
subject to borrowing availability and with the approval of the
Required Lenders, make special agent loans that are necessary or
desirable (i) to preserve or protect any collateral under the
Exit Facility, (ii) to enhance the likelihood of, or to maximize
the amount of, repayment by the loan parties of the loans and
other obligations under the Exit Facility or (iii) to pay any
costs, fees and expenses, or any amounts due to any letter of
credit issuer with respect to letters of credit issued by such
issuer under the Letter of Credit Facility.

The interest and fees per annum under the Exit Facility are
calculated on a 365-day basis for Base Rate (as defined below)
loans when the Base Rate is determined by reference to the Prime
Rate.  All other computations of interest and fees are calculated
on the basis of a 360-day year and actual days elapsed.  Base
rate interest is an alternate base rate equal to the highest of
(i) the prime rate, as defined in the ABL Credit Agreement, (ii)
the federal funds effective rate in effect on such day published
by the Federal Reserve Bank in New York plus 1/2 of 1%, (iii) the
sum of 1.00% and the Eurodollar Rate calculated for each such day
based on an Interest Period of three months determined two (2)
business days prior to such day and (iv) 3.50% per annum.
Interest will accrue at a reserve-adjusted LIBOR rate for a
specified interest period, with a floor of 2.50% plus a margin
rate of 4.00% per annum or the Base Rate plus a margin rate of
3.00% per annum.  Interest with respect to the Supplemental Loan
will accrue at the reserve-adjusted LIBOR rate for a specified
interest period (with a floor of 3.00%) plus a margin rate of
14.50% per annum.

The Company is required to pay a quarterly unused commitment fee
and customary fees to the administrative agent. Pursuant to the
Letter of Credit Facility, the Company is also required to pay
quarterly participation and fronting fees based on the amount of
the letter of credit exposure of the applicable lenders and L/C
Issuers.

The ABL Credit Agreement permits voluntary prepayments of amounts
borrowed, subject to payment of the Applicable Premium, in the
event the Exit Facility if prepaid in full and the commitments
are permanently reduced before the second anniversary of the
Effective Date. In addition, the Company will be required to
prepay amounts borrowed under the Exit Facility in the event that
aggregate borrowings under the Exit Facility exceed the maximum
borrowing availability or in connection with certain asset sales.

The ABL Credit Agreement subjects the Company to certain
customary obligations, including the delivery of financial
statements and reports in respect of the collateral supporting
the obligations under the Exit Facility. In addition, the ABL
Credit Agreement contains customary restrictive covenants,
including, but not limited to, restrictions on the Company's
ability to incur additional indebtedness, create liens, make
investments, give guarantees, pay dividends, and merge.

The ABL Credit Agreement also contains customary events of
default.  If an event of default occurs and is continuing,
amounts due under the Exit Facility may be accelerated and the
rights and remedies of the lenders under the Exit Facility
available under the applicable loan documents may be exercised,
including rights with respect to the collateral securing
obligations under the Exit Facility.

The Exit Facility is secured by substantially all of the
Company's and its United States subsidiaries' current assets and
the obligations under the Exit Facility are guaranteed pursuant
to a guaranty and collateral agreement made by the Company and
its United States subsidiaries on the Effective Date.

In connection with entering into the Exit Facility, the Company
also entered into an amended and restated intercreditor agreement
dated as of the Effective Date, among the Company, the
subsidiaries of the Company party thereto, General Electric
Capital Corporation, as administrative agent under the ABL Credit
Agreement, and The Bank of New York Mellon, as administrative
agent under the Senior Term Credit Agreement.

Pursuant to a restructuring support agreement entered into with
the Company in connection with the Plan, certain of the lenders
and participants in the credit facilities under the Senior Term
Credit Agreement and the Exit Facility designated certain of the
Company's current directors and, as of the Effective Date,
entered into registration rights agreements with respect to the
reorganized Company's common stock and 12% Senior Subordinated
Notes due 2019.

On the Effective Date and pursuant to the Plan, the Exit Facility
replaced the Debtors' $235 million DIP Facility and terminated
the obligations under the DIP Facility as set forth in the
Ratification and Amendment Agreement dated as of February 5,
2009, with Wachovia Bank, National Association as administrative
and collateral agent, and the lenders party thereto and certain
other related documents.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


SPECTRUM BRANDS: Files Registration Statement for New Stock
-----------------------------------------------------------
By operation of the Chapter 11 Plan of Reorganization of Spectrum
Brands, Inc., and 13 of its affiliates, Spectrum Brands' old
common stock and other equity interests existing immediately
prior to the August 28, 2009, effective date of the Plan were
cancelled.

Pursuant to the Plan, Spectrum Brands issued an aggregate of
27,030,000 shares of common stock, par value $0.01 per share, to
holders of Allowed Noteholder Claims.  In addition, on the
Effective Date, the Company issued an aggregate of 2,970,000
shares of New Common Stock to participants in its supplemental
debtor-in-possession credit facility in respect of the equity fee
earned under the facility.  The Company will reserve 3,333,333
shares of New Common Stock for future issuance under its 2009
Incentive Plan.

On August 31, 2009, the Company received notification from the
Financial Industry Regulatory Authority that its newly issued
shares will be quoted on the OTC Bulletin Board and the Pink
Sheet Electronic Quotation Service effective September 1, 2009,
under the stock symbol "SPEB" once the distribution of shares has
been completed.

                   Registration Statement

Spectrum Brands filed a registration statement on Form S-3 with
the U.S. Securities and Exchange Commission on September 22,
2009.

The Company disclosed the issuance of these securities on the
plan effective date:

                                          Offering    Aggregate
Class of Securities         Amount         Price       Price
-------------------         ------        --------  ------------
Common Stock           23,437,082 shares    $22.75  $533,193,615

12% Senior
Subordinated Toggle
Notes due 2019         $155,866,408           100%  $155,866,408

12% Senior
Subordinated Toggle
Notes due 2019           $40,663,904           100%   $40,663,904

Guarantee of 12% Senior
Subordinated Toggle
Notes due 2019                     -              -             -

On the Effective Date, pursuant to the Plan, the Company and its
United States subsidiaries, as guarantors, entered into an
indenture with U.S. Bank National Association, as trustee, and
issued a global note representing $218,076,405 in aggregate
principal amount of 12% Senior Subordinated Toggle Notes due 2019
under the 2019 Indenture for the benefit of holders of Allowed
Noteholder Claims.

Under the 2019 Indenture, the Company has the option to pay
interest on the 12% Notes entirely in cash or by increasing the
principal amount of the 12% Notes, however, the Company is
restricted under the terms of its senior secured term credit
agreement, as amended, from paying interest on the 12% Notes in
cash until the date that is 18 months from the Effective Date.

The 12% Notes bear interest at a fixed rate of 12% per annum.
Interest will be payable semi-annually in arrears on February 28
and August 28, beginning on February 28, 2010.  Each interest
payment will be payable to holders of record as of the
immediately preceding January 15 and July 15, respectively.  The
12% Notes are general unsecured obligations of the Company and
are subordinated in right of payment to all existing and future
senior debt of the Company, including the indebtedness of the
Company under its Senior Term Credit Facility and its Exit
Facility.  The 12% Notes rank pari passu in right of payment with
all existing and any future senior subordinated indebtedness of
the Company. The 12% Notes are scheduled to mature on August 28,
2019.

The terms of the 12% Notes are governed by the 2019 Indenture.
The 2019 Indenture contains customary covenants that limit the
Company's ability to, among other things, incur additional
indebtedness, pay dividends on or redeem or repurchase the
Company's equity interests, make certain investments, expand into
unrelated businesses, create liens on assets, merge or
consolidate with another company, transfer or sell all or
substantially all of the Company's assets, and enter into
transactions with affiliates.  Upon the occurrence of a "change
of control," as defined in the 2019 Indenture, the 2019 Indenture
requires the Company to make an offer to repurchase the 12% Notes
then outstanding for a redemption price of 101% plus accrued and
unpaid interest, if any, on that principal.

On or after August 28, 2012, the 2019 Indenture provides that the
Company may redeem all or a part of the 12% Notes upon not less
than 30 nor more than 60 days' notice, at redemption prices
beginning at 106% of the principal amount thereof and declining
to 100% on August 28, 2014, in each case plus accrued and unpaid
interest, if any, on that principal.  Under the 2019 Indenture,
the 12% Notes are not redeemable at the Company's option prior to
August 28, 2012.

A full-text copy of the Indenture dated as of August 28, 2009 is
available for free at http://ResearchArchives.com/t/s?45e1

On the Effective Date, the Company entered into a registration
rights agreement with the Significant Securityholders with
respect to the 12% Notes.  The Notes Registration Rights
Agreement provides for certain registration rights for the
benefit of each of the Significant Securityholders and their
eligible transferees, in each case provided and for so long as
such person owns at least 1% of the total outstanding principal
amount of 12% Notes.

A full-text copy of Spectrum Brands' Registration Rights
Agreement is available for free at:

             http://ResearchArchives.com/t/s?45e3

A full-text copy of Spectrum's registration statement is
available for free at http://ResearchArchives.com/t/s?45e5

               2009 Management Incentive Plan

On the Effective Date, pursuant to the Chapter 11 Plan, the 2009
Incentive Plan for all members of management employees, and
directors of the reorganized Debtors and any of the Company's
other subsidiaries as are designated by the Company's board of
directors, or a committee designated by the board of directors,
became effective.

The purpose of the 2009 Incentive Plan is to support the
Company's ongoing efforts to attract and retain leaders of
exceptional talent and to provide the Company with the ability to
provide incentives directly linked to the profitability of the
Company's businesses and to increases in shareholder value.

The 2009 Incentive Plan is designed to permit the payment of
compensation that qualifies as performance-based compensation
under Section 162(m) of the Internal Revenue Code and provides
for the grant of various stock-based and cash-based awards,
including stock options, stock appreciation rights ("SARs"),
restricted stock, other stock-based awards, annual incentive
awards and long-term incentive awards. Awards may be made under
the 2009 Incentive Plan until the tenth anniversary of the
Effective Date.  All employees of the Company, its subsidiaries
and affiliates, as well as non-employee members of the board of
directors of the Company, its subsidiaries or affiliates are
eligible to be granted awards under the 2009 Incentive Plan.

The maximum number of shares of New Common Stock reserved and
available for distribution pursuant to the 2009 Incentive Plan
will be a number of shares of New Common Stock equal to 10% of
the total number of shares of common stock issued or reserved for
issuance on the Effective Date, all of which may be issued
pursuant to the exercise of stock options awarded under the plan.
If any award is exercised or cashed out or terminates or expires
or is forfeited without a payment being made to the participant
in the form of shares, the shares subject to the award, if any,
will again be available for distribution in connection with
awards under the plan. Any shares of New Common Stock that are
used by a participant as full or partial payment of withholding
or other taxes or as payment for the exercise or conversion price
of an award will also again be available for distribution in
connection with awards under the plan.

The total number of shares of restricted stock and other shares
of New Common Stock subject to or underlying stock options, SARs
and other stock-based awards awarded to any participant during
the term of the plan will not exceed 20% of the shares of New
Common Stock originally reserved for distribution under the plan.
An annual incentive award paid to a participant with respect to
any performance cycle will not exceed $3,000,000 and a long-term
incentive award paid to a participant with respect to any
performance cycle will not exceed $3,000,000 times the number of
years in the performance cycle.  The 2009 Incentive Plan also
provides for the grant of performance-based awards that are
expressed in cash or New Common Stock or any combination of the
two.

A full-text copy of Spectrum Brands' 2009 incentive plan is
available for free at http://ResearchArchives.com/t/s?45e0

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


STANFORD INT'L: Miami Law Firm Maybe Involved in Scandal
--------------------------------------------------------
Miami law firm Greenberg Traurig allegedly helped Robert Allen
Stanford, the financier accused of orchestrating a Ponzu scheme,
establish an unregulated money pipeline to Antigua, United Press
International reports, citing The Miami Herald.

According to the report, the newspaper said in 1998 that Greenberg
Traurig helped Mr. Stanford, create a pipeline between Miami and
Antigua that became a cornerstone of the Stanford's banking
empire.  The report relates that the relationship has reportedly
been targeted by a Stanford Financial Group court-appointed
receiver, Ralph Janvey.

The report, citing The Herald, notes that Greenberg Traurig helped
Mr. Stanford set up a special trust office in Miami that could
move millions of dollars overseas without having to report
anything to the government.  The report relates that the firm also
allegedly helped the Stanford institute changes in Antigua's
banking system after a series of money laundering scandals
prompted the U.S. Treasury to consider blacklisting all offshore
institutions in the Caribbean island.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STATION CASINOS: Committee Proposes Greenberg as Nevada Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Station Casinos
Inc. seeks the Court for permission to retain Greenberg Traurig,
LLP as Nevada bankruptcy counsel, effective as of the Petition
Date.

Before the Petition Date, GT was asked to represent the ad hoc
committee of senior and subordinated noteholders of Debtor
Station Casinos, Inc.  On or around July 27, 2009, GT received a
retainer from SCI totaling $150,000 for GT's representation of
the AHC and in anticipation that the representation would convert
to the representation of an official committee of unsecured
creditors once one was appointed by the Office of the United
States Trustee.  GT has provided services to the AHC prior to the
Petition Date and to the AHC and the Committee since the Petition
Date; including, commencing negotiations with Debtors' lenders,
preparing for the filing of the Chapter 11 cases, and advising
the AHC, and later the Committee, regarding the Debtors' first
day motions.

Several members serving on the Committee were formerly member of,
and served on, the AHC.

The Committee formally engaged GT to represent the Committee as
Nevada bankruptcy counsel during the pendency of the Cases, which
engagement is subject to approval of the Court.  GT anticipates
that the $150,000 Advance Payment Retainer will be applied to the
first of the awards.

GT will represent the Committee solely as Nevada local bankruptcy
counsel and is expected to provide a supporting role in the
Cases, together with Quinn Emanuel Urquhart Oliver & Hedges, LLP,
special litigation counsel and Fried, Frank, Harris, Shriver &
Jacobson, LLP, as lead counsel.  GT and Quinn Emmanuel will
assist Fried Frank where necessary in each phase of the work
Fried Frank does as lead counsel on behalf of the Committee.  The
Committee has been assured that the services of GT and Quinn
Emanuel will not be unnecessarily duplicative of the services to
be provided by Fried Frank and that all three firms will
cooperate with one another to provide the most efficient
representation possible.

The professional services that GT will render to the Committee
will include:

  (a) Serving as local bankruptcy counsel to the Committee and
      its professionals, including assisting Fried Frank and
      Quinn Emmanuel, as requested;

  (b) Advising the Committee of its rights and obligations and
      performance of its duties during administration of the
      Cases, including in the performance of its duties as set
      forth Section 1103 of the Bankruptcy Code;

  (c) Attend meetings and negotiations with the Debtors and
      other parties-in-interest in the Cases;

  (d) Taking all necessary action to protect and preserve the
      Debtors' estates for the benefit of the Committee and
      unsecured creditors generally, including: the prosecution
      of actions on the Committee's behalf, the defense of any
      actions taken against the Committee, negotiations
      concerning all litigation in which the Committee is
      involved, and objecting to claims filed against the estate
      which are believed to be inaccurate;

  (e) Negotiating and preparing, on the Committee's behalf, any
      revisions, objections or necessary changes to any proposed
      plan of reorganization and its related papers;

  (f) Representing the Committee in all proceedings before the
      Court or other courts of jurisdiction over the Cases;
      including, preparing or reviewing all motions, answers and
      orders necessary to protect the interests of the Committee
      and ensuring that the pleadings are in compliance with the
      Court's local practice and Local Rules;

  (g) Assisting the Committee and its professionals in
      developing legal positions and strategies with respect to
      all facets of the Cases;

  (h) Providing other counsel and advice as the Committee or its
      professionals may require in connection with the Cases;
      and

  (i) Working closely with, while taking care not to duplicate
      services of, lead counsel for the Committee, and other
      professionals the Committee may retain, in the Cases.

The Debtors will pay and reimburse GT for fees and out-of-pocket
expenses it in the Chapter 11 cases.

GT's current hourly rates applicable to the principal attorneys
and paraprofessionals proposed to represent the Committee are:

  Professional                         Hourly Rate
  ------------                         -----------
  Brett A. Axelrod - Shareholder           $575
  Anne M. Loraditch - Associate            $425
  Micaela Rustia - Associate               $370
  Shauna L. Welsh - Associate              $230
  Patricia M. Kois - Paralegal             $205

Other attorneys and paraprofessionals will render services to the
Committee, as needed.  Generally, GT's hourly rates are in these
ranges:

  Professional                         Hourly Rate
  ------------                         -----------
  Shareholders                        $335 - $1,050
  Of Counsel/Special Counsel           $350 - $900
  Associates                           $175 - $565
  Legal Assistants/Paralegals           $65 - $310

Brett Axelrod, Esq., a shareholder of Greenberg Traurig, LLP,
tells the Court that to of his knowledge, GT, its shareholders,
of counsel and associates:

  (a) Are not creditors or insiders of Debtors;

  (c) Are not and were not, within two years before the Petition
      Date, a director, officer, or employee of Debtors; and

  (c) Do not hold an interest materially adverse to the interest
      of the estate or of any class of creditors or equity
      holders.

A full-text copy of the Retention Agreement entered into by and
between the Committee and GT, accompanied with lists of of
current and former clients of GT which have direct or indirect
connection with the Debtors, is available for free at:

    http://bankrupt.com/misc/SC_GTAgreement&ClientDisc.pdf

Greenberg Traurig, LLP, is located at Suite 400 North, at 3773
Howard Hughes Parkway, in Las Vegas, Nevada.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Committee Proposes Moelis As Fin'l Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Station Casinos,
Inc., seeks the Court for permission to retain Moelis & Company
LLC as financial advisor and investment banker, effective as of
August 13, 2009.

Moelis will render these financial advisory and investment
banking services to the Committee pursuant to an Engagement
Letter dated as of August 13, 2009:

  (a) Become familiar with and analyze the business, business
      plan operations, assets, financial condition and prospects
      of the Debtors, to the extent Moelis deems appropriate;

  (b) Assist the Committee in reviewing reports or filings as
      required by the Bankruptcy Court or the Office of the
      United States Trustee, including, but not limited to,
      schedules of assets and liabilities, statements of
      financial affairs and monthly operating reports;

  (c) Advise the Committee on the current state of the
      restructuring and capital markets;

  (d) Review and analyze reporting regarding cash collateral and
      any debtor-in-possession financing arrangements and
      budgets;

  (e) Provide valuation analyses of the Company if requested,
      the form of which will be agreed upon by Moelis and the
      Committee, and provide expert testimony relating to any
      valuation;

  (f) Assist and advise the Committee in examining and analyzing
      any potential or proposed strategy for a Restructuring
      Transaction, a liquidation, or otherwise, including, where
      appropriate, assisting the Committee in developing its own
      strategy for accomplishing a Restructuring Transaction;

  (g) Assist and advise the Committee in evaluating and
      analyzing the proposed implementation of any Restructuring
      Transaction, including the value of the securities, if
      any, that may be issued under any plan of reorganization;

  (h) Represent the Committee in negotiations with the Debtors
      and third parties with respect to any of the foregoing;
      and

  (i) Render other investment banking services as may from time
      to time be agreed upon by the Committee and Moelis,
      including, providing expert testimony, and investment
      banking support related to cash collateral usage or other
      Chapter 11 financing and exit financing, M&A and asset
      sale processes.

The Debtors will pay and reimburse Moelis for fees and out-of-
pocket expenses it incurred in the Chapter 11 cases.

In summary, pursuant to the terms and conditions of the
Engagement Letter and subject to the Court's approval, Moelis'
compensation will be:

  * a monthly fee of $200,000; and

  * upon consummation of a Restructuring, a restructuring fee in
    the amount of $3,000,000.

Whether or not a Restructuring has taken place or will take
place, Moelis will earn and be paid the Monthly Fee every month
during the term of the engagement.

Prior to the Petition Date, Moelis received payment for fees and
expenses totaling $1,309,033 from Station Casinos, Inc. for
professional services rendered to the ad hoc committee of
unsecured creditors prior to the filing of the Cases.

The Committee also asks the Debtors to indemnify, hold harmless,
exculpate and pay the out-of-pocket expenses of Moelis and its
affiliates and their respective successors and assigns under
certain circumstances.

Robert Flachs, a Managing Director of Moelis & Company LLC,
assures the Court that his firm:

  (a) is not a creditor or insider of the Debtors;

  (b) does not hold or represent an interest adverse to the
      Committee or the Debtors;

  (c) is a "disinterested person" as defined by Section 101(14)
      and used in Section 328(c) of the Bankruptcy Code;

  (d) does not represent any other creditor, party in interest,
      or entity in the Chapter 11 Cases; and

  (e) has no connection with the Committee, the Debtors, their
      creditors, or other parties in interest in the Cases.

Moelis & Company LLC maintains an office at the 5th Floor at 399
Park Avenue, in New York.

A full-text copy of the Engagement Letter is available for free
at http://bankrupt.com/misc/SC_MoelisAgreement.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: J. Lukevich Wants to Proceed With Class Suit
-------------------------------------------------------------
Josh Lukevich, Cathy Scott and Julie St. Cyr, individually and on
behalf of all others similarly situated ask the United States
Bankruptcy Court for the District of Nevada to enter an order:

  (1) lifting the automatic stay of Section 362(a)(1) of the
      Bankruptcy Code to allow an action pending in the Eight
      Judicial District Court for the State of Nevada, in and of
      Clark County, entitled Lukevich, Scott and St. Cyr v.
      Station Casino, Inc., Charleston Station, LLC, Palace
      Station Hotel & Casino, Inc., Boulder Station, Inc., Santa
      Fe Station, Inc., Rancho Station, LLC, Tropicana Station,
      Inc., Texas Station, LLC, Sunset Station, Inc., Fiesta
      Station, Inc., Lake Mead Station, Inc., Magic Star
      Station, LLC and Gold Rush Station, LLC, Case No.
      A-09-595614-C, Dept. No. V, to proceed to judgment and any
      post-judgment litigation; and

  (2) abstaining in favor of the State Court to adjudicate the
      Class Action.

The State Court Action asserts claims for earned and unpaid wages
on behalf of Mr. Lukevich and other 20,000 or so hourly employees
working for SCI and the named defendants.

Cecilia Lee, Esq., at Cecilia Lee, Ltd., in Reno, Nevada,
complains that both SCI and the Non-debtor Defendants desire an
indefinite stay of the entire Class Action without regard to the
requirements imposed on SCI by Chapter 11 of the Bankruptcy Code.

Ms. Lee and Charles Jones, Esq., at Mcinerney & Jones, in Reno,
Nevada, filed declarations in support of the Motion.

In a declaration filed with the Court, counsel for SCI, Luanne
Sacks, Esq., at DLA Piper LLP (US), in San Francisco California,
discloses that she reviewed the Station Companies' insurance
coverage and determined that they do not have insurance to cover
Lukevich, et al., claims alleged in the Lukevich action.  As a
result, the Station Companies will carry the burden of the
expense of their defense.

According to Ms. Sacks, the Station Subsidiaries will file a
dispositive motion in the Nevada state court based on a recently-
published opinion, Baldonado v. Wynn Las Vegas, 194 P.3d 96 (Nev.
2008). In Baldonado, the Nevada Supreme Court ruled that the
plaintiffs in that case could not prosecute their class claims
based on purported violations of subsections of Nevada's labor
laws because the legislature intended that the Nevada Labor
Commissioner would have the sole authority to prosecute the
alleged violations.

Ms. Sacks relates that taking into account discovery, discovery
disputes, pleading, certification and summary judgment motions,
and related interlocutory writs and appeals, it is likely that
the recently filed state court action will proceed for another
three to four years before trial, with attendant attorneys fees
and costs in excess of $3,000,000.

Ms. Sacks tells the Court that since December 2006, Station
Casinos has rounded hourly employees' punch-in and punch-out
times up to seven minutes.  As a result, for payroll purposes,
Station Casinos rounded an hourly employee's time to the hour in
the event that that employee clocked in within seven minutes
before or after the hour, and the same is true regarding the
employee's clock out time.   The Station Companies contend that
they "round" employees' clock in and clock out times for a
variety of reasons.  Rounding is intended to provide employees
with time to enter and exit their work locations in an orderly
manner, so they can engage in activities like walking to and from
their work stations, using the restroom, stopping by their
lockers, and checking their appearance. The policy is also
intended to provide parameters within which employees know when
they may properly dock in and/or out and arrive at their work
stations on time and prepared.

The Station Companies expect Lukevich, et al.'s claims for
alleged violations of Nevada's wage and hour and other state laws
to fail, Ms. Sacks says.

                     SCI Opposes Motion

Debtor Station Casinos, Inc. opposes to the Motion asserting that
its Chapter 11 case not an "eve of trial" case where courts in
the Ninth Circuit traditionally grant relief from the automatic
stay to enable long pending state court cases to go to trial.
Rather, SCI says, the state court case will inevitably require
several years for pre-trial discovery and motion practice to even
get to trial.  Therefore, the rebuttable presumption in the Ninth
Circuit, that a chapter 11 debtor is entitled to the breathing
room provided by the automatic stay to allow it to focus on
reorganization, applies, and Lukevich, et al., have provided no
compelling argument to overcome that presumption.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
Los Angeles, California, tells the Court that Lukevich, et al.,
state court case will likely take three to four years to get to
trial.  According to Mr. Aronzon, the Bankruptcy Court already
knows enough about the Chapter 11 case to reasonably conclude
that there will be a confirmed plan long before three years are
up, and that, therefore, three years cannot possibly be
considered timely adjudication of Lukevich, et al.,'s claims.
Clearly, Mr. Aronzon asserts, abstention is not the issue, indeed
it is nothing more than a red herring.  SCI is entitled by clear
statutory and caselaw authority to the benefit of the automatic
stay, and proving that abstention might apply to Lukevich, et
al.,'s claims is a meaningless and unconvincing exercise, Mr.
Aronzon relates.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Litigation Committee Files Report of Probe
-----------------------------------------------------------
On September 22, 2009, Squire, Sanders & Dempsey L.L.P., as
Special Counsel to the Special Litigation Committee of the Board
of Directors of Stations Casino, Inc., filed with the Court a
report entitled Report of Investigation by the Special Litigation
Committee of the Board of Directors of Station Casinos, Inc.  The
Litigation Committee is filing the Report upon the authorization
and at the direction of the Board of Directors of the Company.

The Special Litigation Committee of the board of directors of
Station Casinos, Inc., was formed pursuant to a March 31, 2009
Unanimous Written Consent of the Company's board of directors.
Consistent with Section 78.125 of the Nevada Revised Statutes and
Section 3.13(c) of SCI's Amended and Restated Bylaws, the board
of directors authorized and directed the Litigation Committee to
evaluate any and all potential fraudulent transfer and other
claims in connection with the transactions involved in the
November 2007 leveraged buy-out of SCI, the "Transaction".  The
Committee has carried out its mandate by investigating the
Transaction over the course of the last five months.

Upon investigation the Litigation Committee concluded that the
financial projections for the Transaction were reasonable when
made.  SCI's actual performance did not meet the projections.
The Litigation Committee has concluded that the projections were
not unduly optimistic or overly aggressive based on SCI's
processes for financial forecasting, SCI's historical
performance, and the available economic data at the time the
projections were made.

The Litigation Committee has further concluded that (a) SCI was
not insolvent at the time of the Transaction and that it did not
become insolvent as the result of the Transaction, (b) SCI was
not left with unreasonably small capital as the result of the
Transaction, and (c) the Litigation Committee has concluded that
SCI did not intend or expect to incur debts beyond its ability to
pay as the debts matured.

The Litigation Committee found no evidence or indication that any
person or entity intended to hinder, defraud, or delay a creditor
of SCI by performing the Transaction, or believed that any
creditor of SCI would be hindered, defrauded, or delayed as the
result of the Transaction.  The Litigation Committee's
investigation indicated that Frank J. Fertitta III and Lorenzo J.
Fertitta, other management of SCI, Colony Capital Partners, LLC,
and other participants in the Transaction had a good faith belief
that the Transaction would succeed and that SCI would enjoy
continued growth.

The Litigation Committee believes that it received documents and
information sufficient to make the findings and conclusions in
the Report on a fully-informed basis.

Accordingly, the Litigation Committee sought and obtained from
the Court an order for a status hearing on September 30, 2009, at
10:00 a.m., so that counsel for the Litigation Committee may
provide any additional information that might be beneficial to
the Court, including a brief overview regarding the formation and
composition of the Litigation Committee, the Litigation
Committee's process in conducting its investigation and making
the Report, and the conclusions contained in the Report.

Counsel for the Litigation Committee will be prepared to answer
any questions the Court may have regarding the Litigation
Committee or the Report.

The Litigation Committee does not intend to present testimony or
other evidence at the status hearing and does not intend that the
status hearing will prejudice or limit any party's rights
regarding the Report.

A full-text copy of the Report of Investigation is available for
free at http://bankrupt.com/misc/SC_LitigationCommROI.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUNWEST MANAGEMENT: District Judge Approves Distribution Plan
-------------------------------------------------------------
U.S. District Court Judge Michael Hogan has approved the
Distribution Plan jointly filed last month by the federal equity
receiver and the chief restructuring officer overseeing the
reorganization of Sunwest Management, an Oregon-based senior
living provider.

According to a statement by Sunwest's receiver, Judge Hogan's
decision enables Sunwest to proceed with plans to reorganize by
equitably consolidating the claims and distributions related to
ownership of hundreds of properties under an umbrella structure.
Restructuring will capitalize on economies of scale, favorable
financing terms and greater business flexibility.

"This plan resolves the separate ownership issues and maximizes
the asset values by allowing them to be managed, transferred or
sold as a group," said Sunwest's receiver Michael Grassmueck. "I
believe we have created substantial value through the Court's
approval of this Plan.  The Plan provides a fair and equitable way
to distribute funds to the various people who have lost money in
connection with Sunwest."

                   Decision on Harder Settlement
                       Deferred by the Court

As part of its approval order, the Court deferred the settlement
reached by the receiver and CRO with former CEO Jon Harder and
other Sunwest insiders to the Chapter 11 case slated to follow
approval of the Distribution Plan.  The settlement provisions came
out of mediation meetings in August and were included in the
Distribution Plan.  Settlement terms drew heat from various
quarters for allowing the insider group a chance to retain an
ownership stake in the company once claimants received
$500 million in distributions.

The Harder settlement led the Securities and Exchange Commission
and the Oregon Department of Consumer and Business Services to
oppose the Plan.  "We believe that deferral of the Court's
consideration of the settlement will enable the SEC to support the
Plan," said CRO Clyde Hamstreet.

The court also deferred decisions on certain other plan
provisions, including non-commingled property exceptions, third
party claims, and the investor bare land election.  Objections by
secured creditors with regard to the allowance and treatment of
their claims will be dealt with in connection with the follow-on
reorganization process.

                    Chapter 11 Process Underway

Implementation of the approved Plan will take place through a
follow-on Chapter 11 reorganization case, whose filing begins
Friday.  All Sunwest entities, including those already in Chapter
11, will be administered pursuant to a single proceeding. The
bankruptcy process will be orderly and brief.  While in Chapter
11, Sunwest will initiate proceedings to transfer its core senior
living assets to a newly-created entity or to a buyer.  Sunwest
will also employ Chapter 11 provisions to restructure its secured
debt on more stable terms.  If no sale of the core assets takes
place, Sunwest will issue securities for distribution to approved
claim holders through the bankruptcy.

"The Chapter 11 plan allows for approximately 150 good senior
living facilities to be consolidated into one strong company with
corporate governance, management and reporting structure," said
Hamstreet.  "This plan will create significantly more value than
the sum of the previous parts.  Within a brief period of time, we
can effect significant changes that maximize asset values without
derailing the financial progress Sunwest has made recently."

               Blackstone Offer Remains on the Table

Blackstone Real Estate Advisors unveiled plans earlier this month
to purchase 148 Sunwest core properties, and the private equity
firm continues to perform due diligence as transaction terms are
negotiated.  The potential sale could occur as part of the Chapter
11 proceeding, with bankruptcy rules governing the sale process
and the Court reviewing and deciding upon terms and procedures.
Unsold assets would be held by the receiver or other designated
entity to be liquidated over time.  Proceeds from sales would be
distributed to claimants pursuant to the Reorganization Plan.

If Blackstone's offer to purchase Sunwest's core properties is
approved, the Court would provide for public bids and an auction
to ensure the highest value to investors and creditors. Other
qualified bidders would have at least six weeks to conduct due
diligence and submit bids.  Potential buyers would be required to
propose similar terms to the Blackstone offer and meet a superior
bid threshold.

Whether the Chapter 11 process ends with a sale or with the
creation of a new operating structure will be determined on the
basis of further negotiations among the parties and through Court
proceedings. Investors and other interested parties will have the
opportunity to provide input through the bankruptcy process as it
unfolds.

               A Product of Multi-party Negotiations

The Court-approved Distribution Plan for Sunwest has been in the
works for several months. A product of intensive financial, legal
and business analysis and months of mediations involving numerous
stakeholders - including investors, creditors, Sunwest insiders
and secured lenders - the plan was filed in August by Receiver
Michael Grassmueck and CRO Clyde Hamstreet. Judge Hogan appointed
Grassmueck as receiver after the SEC filed suit against Sunwest
and former CEO Jon Harder, alleging securities violations.
Hamstreet, whose appointment as CRO was confirmed by the Court,
has been working with Sunwest since November 2008, leading efforts
to restructure the company.

                     About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors. Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors. Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUPERVALU INC: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which SUPERVALU, Inc.,
is a borrower traded in the secondary market at 95.38 cents-on-
the-dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.72 percentage points from
the previous week, The Journal relates.  The loan matures on
June 2, 2012.  The Company pays 125 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
while it carries 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. 2, among the 145
loans with five or more bids.

SUPERVALU, Inc. (NYSE:SVU), -- http://www.supervalu.com/-- is a
grocery channel that conducts its retail operations under the
banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's,
Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A-
Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy
and Star Markets.  Additionally, the Company provides supply chain
services, primarily wholesale distribution, across the United
States retail grocery channel.  The Company operates in two
segments: Retail food and Supply chain services.  During the
fiscal year ended February 28, 2009 (fiscal 2009), the Company
added 44 new stores through new store development and closed 97
stores.  The Company leverages its distribution operations by
providing wholesale distribution and logistics and service
solutions to its independent retail customers through its Supply
chain services segment.

As reported by the Troubled Company Reporter on July 27, 2009,
Standard & Poor's Ratings Services said that it revised its
outlook on Minneapolis-based supermarket and distributor
SUPERVALU, Inc., to negative from stable, and affirmed the 'BB-'
corporate credit rating on the company.  "This action reflects
S&P's expectation that SUPERVALU's credit metrics will deteriorate
further from weaker operating performance, despite plans to pay
down outstanding debt by $700 million," said Standard & Poor's
credit analyst Stella Kapur.


SYSIX TECHNOLOGIES: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Sysix Technologies, LLC
                1010 Executive Drive, Ste. 280
                Westmont, IL 60669-6187

Case Number: 09-36439

Type of Business: The Debtor leases computer peripheral equipment.

Involuntary Petition Date: September 30, 2009

Court: Northern District of Illinois

Petitioner's Counsel: Jeffrey Galen, Esq.
                      Galen & Davis LLC
                      16255 Ventura Boulevard, Suite 900
                      Encino, CA 91436
                      Tel: (818) 986-5685

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Arrow Enterprises Computing    line of credit       $3,551,640
Solutions Inc.
7459 Lime Street
Englewood, Colorado 80112

Comerica Bank                  commercial loan      $21,497,827
500 Woodward
Detroit, MI 48226

Viztek LLC                     line of credit       $52,311
6491 Powers Avenue
Jacksonville, PL 32217


TALL GIRL: Voluntary Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: Michael N. W. Baigel
                       A. Farber & Partners Inc.

Chapter 15 Debtor: The Tall Girl Shop Ltd.
                   380 Brunei Road
                   Mississauga, Ontario L4Z 2C2

Chapter 15 Case No.: 09-15906

Chapter 15 Petition Date: September 30, 2009

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Chapter 15 Petitioner's Counsel: Steven J. Reisman, Esq.
                                 Curtis, Mallet-Prevost, Colt &
                                 Mosle LLP
                                 101 Park Avenue
                                 New York, NY 10178
                                 Tel: (212) 696-6065
                                 Fax: (212) 697-1559
                                 Email: sreisman@curtis.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million


THORNBURG MORTGAGE: Adfitech Moving Forward with Exit Plan
----------------------------------------------------------
Adfitech, Inc. -- an affiliate of TMST, Inc., formerly known as
Thornburg Mortgage, Inc. -- the Official Committee of Unsecured
Creditors and their respective advisors continue to work together
in a collaborative manner, according to the Debtors' operating
report filed with the Bankruptcy Court.  According to the report,
the parties' advisors were in frequent contact during August and
made progress in addressing the Committee's information requests.
The report said Adfitech is moving forward with the formulation of
its reorganization plan and disclosure statement.

As reported by the Troubled Company Reporter, after extensive
discussion and negotiation with the Committee, the Debtors filed
an emergency motion on July 29, 2009, requesting court approval of
termination of the sale process for Adfitech based upon an
agreement with the Committee which had requested termination of
the sale process and negotiation of a Chapter 11 plan of
reorganization for Adfitech.  A hearing on the motion was held on
August 12, following which the court held (i) authorization for
stopping the Adfitech sale process was not required, (ii) approval
for a release by the Committee of the Debtors and their officers
and directors from liability relating to stopping the Adfitech
sale process was not required, and (iii) allowance of fees paid or
to be paid to Houlihan Lokey Howard & Zukin Capital, Inc.,
required the filing of an appropriate application and notice and
hearing thereon.  Subsequently, the Debtors decided to stop the
sale process for Adfitech and engage in plan negotiations with the
Committee, and terminated the engagement of Houlihan Lokey.  The
Committee requested that instead of further efforts to obtain a
buyer for Adfitech, the Debtors formulate and propose a plan of
reorganization for Adfitech.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


THORNBURG MORTGAGE: Century Bank Gets OK to Set Off Obligations
---------------------------------------------------------------
The Bankruptcy Court has lifted the automatic stay in the
bankruptcy case of TMST, Inc., formerly known as Thornburg
Mortgage, Inc., to permit Century Bank to offset certain
obligations.

On August 21, 2009, Century Bank filed a motion for relief from
the automatic stay in which it requests that the Court authorize
it to setoff against approximately $3.3 million that Century Bank
asserts is collateral for indemnification obligations under a
letter of credit facility for the benefit of Liberty Mutual
Insurance Company that issued certain bonds needed by the Debtors
in certain states for licensing purposes.

A hearing on the Century Bank motion was held September 28, 2009,
at which a consent order was approved by the Bankruptcy Court
which provides for the lifting of the automatic stay with the
parties to reserve all rights.

TMST said Thornburg Mortgage Home Loan's surety bond issuer made
claims in May 2009 against TMHL's letters of credit held at
Century Bank.  Century Bank paid the claim amounts to the surety
bond issuer by drawing on an existing TMHL promissory note.  TMHL
recorded a $3.3 million note payable to Century Bank to reflect
the transaction.

TMST added Century Bank also withdrew $3.3 million from a TMHL
cash collateral account at Century Bank and is reportedly
currently holding those funds in a Century Bank suspense or other
non-TMHL account.  TMHL recorded an accounts receivable for $3.3
million withdrawn by Century Bank.  No interest has been accrued
or paid on the Century Bank note since Century Bank withdrew the
$3.3 million from the TMHL cash collateral account.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


THORNBURG MORTGAGE: Court Extends Exclusive Periods to Oct. 28
--------------------------------------------------------------
TMST, Inc., formerly known as Thornburg Mortgage, Inc., reports
that the Bankruptcy Court has granted the Debtors' request to
extend the exclusive periods during which they may file their
Chapter 11 plan or plans of liquidation to October 28, 2009, and
solicit acceptances of the plan to December 27, 2009.

                           Other Updates

On August 6, 2009, the Debtors filed an application to employ
Interactive Mortgage Advisors, LLC, as the broker for the sale of
mortgage servicing rights.  A hearing on that motion took place on
September 21.  At the direction of the Bankruptcy Court,
supplemental application papers are being prepared which will be
filed with the Bankruptcy Court.

On August 19, 2009, the Debtors filed a motion for entry of an
order approving the sale of a whole loan portfolio.  An order
approving the motion and the sale of the whole loan portfolio was
granted on September 15.

On September 25, 2009, TMST announced a change in the policy of
former management with respect to treatment of the so-called
"banked hours" of employees.  Effective September 21, the "banked
hours" policy was abolished and thereafter employees will be paid
overtime (time and one-half) for any hours worked in excess of 40
hours each week.  Employees will be paid for their existing
"banked hours" on September 30 at overtime rates.  To the extent
employees were paid in the past for "banked hours" at straight
time rates, TMST intends to review its payroll records and pay
employees the overtime differential for those hours as soon as
possible.

TMST is in the process of determining the extent to which "banked"
or other hours worked by TMST employees related to the business of
SAF Financial, Inc.  TMST reserves all rights and claims against
SAF, including the right to seek reimbursement from SAF for all
hours worked by TMST employees that were in fact devoted to SAF,
not TMST, business.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


THORNBURG MORTGAGE: To Pay New President $65,000 Per Month
----------------------------------------------------------
The Board of Directors of TMST, Inc., formerly known as Thornburg
Mortgage, Inc., on September 25, 2009, approved a salary of
$65,000 per month for Anne-Drue M. Anderson, the President and
Treasurer of the Company, effective September 2.

The Board of Directors appointed Ms. Anderson as President and
Treasurer of the Company on September 15, 2009.

Larry A. Goldstone, the Company's President and Chief Executive
Officer, the Company's principal executive officer, and a director
of the Company, resigned from each of his positions as an officer
and director of the Company, effective September 15.  Clarence G.
Simmons, III, the Company's Senior Executive Vice President, Chief
Financial Officer and Secretary, and the Company's principal
financial officer and principal accounting officer, resigned from
each of his positions as an officer of the Company, effective
September 15.

Thornburg explained Mr. Goldstone's and Mr. Simmons' resignations
arose as a result of a disagreement between them and the Company
with respect to policies concerning the allocation and use of
resources, including employees, between the Company and a new
company founded by Messrs. Goldstone and Simmons, SAF Financial,
Inc.  The Company's Board has determined that the policies
implemented by Messrs. Goldstone and Simmons were not appropriate,
and the Board has taken steps to abolish those policies, including
implementing management changes.

As reported by the Troubled Company Reporter on September 24,
2009, the U.S. Trustee for the District of Maryland has sought the
bankruptcy court's approval to appoint a Chapter 11 bankruptcy
trustee or examiner for Thornburg Mortgage.

According to reports, the Official Committee of Unsecured
Creditors received a tip about the possible misappropriation of
assets by Thornburg Mortgage's top two officers that could result
in criminal charges.

According to Bill Rochelle at Bloomberg News, the U.S. Trustee
said Messrs. Goldstone and Simmons formed a new company to carry
on Thornburg's business plan.  The two allegedly used Thornburg
company employees to work on their new venture.  There was belated
disclosure that a Thornburg special counsel was simultaneously
performing legal services for the new Goldstone and Simmons
company.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TOPS HOLDING: Moody's Gives Negative Outlook, Affirms 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Tops
Holding to negative from stable as a result of an increase in the
amount of the proposed senior secured note issuance to
$275 million from $250 million.  Tops' Corporate Family Rating and
senior secured note ratings of B3 are affirmed.  Tops Markets LLC
is co-issuer of the notes.  The B3 rating of the notes assumes
that a perfected security interest will be obtained on the
collateral.

The negative outlook reflects a higher potential for a ratings
downgrade over the next 12 to 24 months due to the pressure of
higher interest expense on already thin coverage.  The original
stable outlook, issued when ratings were assigned on
September 25, 2009, assumed no additional debt issuance in the
near term.

The ratings reflect Tops' high leverage and weak fixed charge
coverage, limited operating history as an independent company, as
well as its relatively modest size relative to competitors.  The
ratings are supported by Tops' strong position in its regional
markets.  The B3 rating of the secured notes reflect their modest
collateral relative to total size, and likely deficiency in case
of distress.  Ratings are subject to final documentation.

These ratings and LGD points estimates are affirmed:

* Corporate Family Rating of B3

* Probability of Default Rating of B3

* $275 million proposed senior secured notes maturing 2015 at B3
  (LGD 4, 54%)

The rating outlook is negative.

The prior rating action for Tops Holding was the initial rating
assignment on September 25, 2009.

Tops Holdings Corporation and its primary subsidiary, Tops
Markets, headquartered in Williamsville, New York, operate a chain
of 71 owned supermarkets and 5 franchised stores in western New
York state.  Annual revenues approximate $1.7 billion.


TRADEWINDS AIRLINES: Court Wants Pension Clash to Go to Trial
-------------------------------------------------------------
Jennifer Dixon at Detroit Free Press reports that U.S. District
Judge Victoria Roberts has rejected a request by Detroit's two
public pensions to declare TradeWinds Airlines in default on a
$30 million investment.

Detroit Free Press relates that the pensions had asked Judge
Roberts to find Alabama businessman Donald V. Watkins in default
on a $30 million loan to buy TradeWinds Airlines when it declared
bankruptcy.

According to Detroit Free Press, Judge Roberts ruled that the
issue isn't so clear cut and that a trial is needed to consider
Mr. Watkins' allegations that TradeWinds Airlines was pushed into
bankruptcy after he refused unsavory requests from pension fund
trustees for favors, like the use of his jet for a speaker at an
NAACP dinner, and they retaliated.  Judge Roberts, says Detroit
Free Press, called Mr. Watkins' allegations "well-pled" and said
that they raised factual issues that should be resolved at trial.

The trial will focus on who caused the bankruptcy, Detroit Free
Press states, citing Keefe Brooks, Mr. Watkins' lawyer.

Detroit Free Press says that no trial date has been set.

Judge Roberts also dismissed Mr. Watkins' countersuit against the
pensions but allowed his case against the pensions' investment
adviser, Adrian Anderson of North Point Advisors, to go forward.

Headquartered at the Triad International Airport in Greensboro,
North Carolina, TradeWinds Airlines LLC --
http://www.tradewinds-airlines.com/-- operates A300-B4F freighter
aircraft for domestic and foreign customers. The company has
operations at Miami International Airport and in Puerto Rico.

The airline filed for Chapter 11 protection on July 25, 2008
(Bankr. S. D. Fla. Case No. 08-20394). Scott L. Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP represents the airline in
its restructuring effort. The airline listed assets of between
$1 million and $10 million, and debts of between $10 million and
$50 million.


TRANSDIGM GROUP: Fitch Affirms Issuer Default Rating at 'B'
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for
TransDigm Group Inc. and its indirect subsidiary TransDigm, Inc.,
assigned the new senior subordinated notes a 'B-/RR5' rating and
affirmed the ratings for the senior secured credit facility and
the existing senior subordinated notes:

TDG:

  -- Long-term IDR affirmed at 'B'.

TDI:

  -- IDR affirmed at 'B';

  -- Senior secured revolving credit facility affirmed at
     'BB/RR1';

  -- Senior secured term loan affirmed at 'BB/RR1';

  -- Senior subordinated notes affirmed at 'B-/RR5'.

The Rating Outlook remains Stable.  After accounting for the
$425 million of new subordinated notes due 2014, the ratings cover
approximately $1.8 billion of outstanding debt.

TDG's new senior subordinated notes are rated 'B-', mirror the
existing senior subordinated 7 3/4 notes due 2014 and rank pari
passu.  Proceeds from the debt offering are earmarked to pay a
special cash dividend to shareholders in the range of $7.50 to
$7.70 per share.

While the debt offering increases leverage, the ratings have been
affirmed given the company's credit metrics which remain
appropriate for the existing rating on a pro forma basis.  Prior
to the transaction, Fitch viewed the company's credit metrics as
strong for its rating; at the same time, the rating was
constrained due to the company's appetite for acquisitions.
Historically, TDG has used leverage to grow via acquisitions.
With the absence of significant acquisitions over the last several
quarters, TDG has rewarded shareholders by using the balance sheet
to fund the special dividend.

The ratings are supported by high profit margins, low capital
expenditures and the resulting strong cash flow.  The ratings are
also supported by TDG's liquidity position.  TDG benefits from its
diverse portfolio of engineered components for commercial and
military platforms and programs; the company's role as a sole
source provider for the bulk of its sales; military sales that
help to offset the cyclicality of commercial jet manufacturing;
and management's history of successful acquisitions and subsequent
integration.  Concerns relate to the company's willingness to
increase leverage for acquisitions; the size or number of
potential acquisitions going forward and the risks of integrating
them successfully; TDG's exposure to the commercial aerospace
industry which is experiencing soft demand (aftermarket accounted
for 60% of fiscal year 2008 [FY08] sales); weak collateral support
for the secured bank facility; and the possibility of a change to
cost-based pricing for some government related work.

The Rating Outlook remains Stable as TDG's credit profile should
mitigate the continued weakness in the operating environment in
FY10.  Overall, the company's credit profile remains healthy and
liquidity is strong.  However, Fitch remains cautious about the
trend of the credit profile going forward.  Additional cash
deployment actions at the expense of the balance sheet may result
in changes to the outlook and/or rating given the recent increase
in debt.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
expected recovery for bank debt holders is 'RR1', indicating
recovery of 91%-100%.  Despite the increase of debt at the
subordinated level, expected recovery for the 7.75% senior
subordinated notes remains within the 'RR5' recovery band of 11%-
30%.  Acquired businesses have created goodwill of over
$1.4 billion or about 59% of total assets and compares to just
$99 million of net PP&E, $157 million in inventories, $174 million
of trademarks and trade names, and $186 million of general
intangibles as of June 27, 2009.  The senior bank facilities are
secured by a first priority security interest in all assets
including PP&E, inventories, intellectual property and general
intangibles.  Although this indicates somewhat weakened collateral
support for the $780 million term loan and $200 million undrawn
revolver, Fitch believes the company's debt has good cash flow
support, and that in a distressed scenario, the firm's going-
concern value would provide ample coverage, particularly given the
essential and exclusive nature of many of the company's products.

Prior to the note offering, leverage (total debt to EBITDA) had
been declining as a result of growing profits and steady levels of
debt.  At the end of the recent quarter, leverage was 3.8 times
(x) versus 4.2x at the end of FY08 and 5.3x at the end of FY07.
On a pro forma basis, leverage as of June 27, 2009 was 5.0x.
Interest coverage was 4.1x at the end of the recent quarter and on
a pro forma basis it declines to 3.0x.

The credit agreement contains only one financial covenant.  The
Consolidated Secured Debt Ratio can be no greater than 4.5x.
Fitch believes that there is adequate cushion in the leverage test
and that only with a severe downturn would the company trip this
covenant.

TDG has acquired 26 businesses since 1993, including three since
the end of FY08 (year to date in fiscal 2009 three acquisitions
have occurred for a total of $156 million).  Management remains
open to further acquisitions and indicates there are a greater
number of small deals than larger deals that are being considered.
Management has a solid record of integrating acquisitions
profitably.  Nonetheless, the potential risks of aggressive M&A
(either in size or number of deals) acts as a constraint on the
ratings; with the recent increase in leverage debt financed
acquisitions would likely cause a change in the outlook or
ratings.

TDG generates more than 70% of its revenue from commercial
aerospace, so the company is being affected by the currently weak
operating environment.  However, the company is exposed to
aerospace segments (such as aftermarket) which are less volatile
than original equipment segments, and there are indications that
the commercial aftermarket could improve in the coming year.
TDG's revenue breakdown in FY08 was: 42% commercial aftermarket,
16% defense aftermarket, 2% other aftermarket, 29% commercial OEM,
10% defense OEM, and 1% other OEM.  Fitch expects the large
commercial aircraft aftermarket to decline 6%-7% in 2009, but it
could recover in 2010 due to economic growth and inventory re-
stocking.  This high-margin segment still has a favorable long-
term outlook given the aging of the regional jet and Airbus
fleets, long-term global air traffic growth, the growth of low
cost carriers, and outsourcing by airlines and governments.

As of June 27, 2009, the company had liquidity of $403 million
which consisted of $204 million of cash and $199 million on its
revolving credit facility.  Free cash flow (defined as cash flow
from operations less capex) was $156 million for the latest twelve
months ending June 27, 2009 versus $179 million generated during
FY08.

There are no debt maturities in the near term.  The company's
undrawn revolver expires in 2012, and the term loan matures in
2013.  In 2014, $1.0 billion of senior subordinated notes mature.


TRIBUNE CO: Bank Debt Trades at 50.56% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 49.44 cents-on-the-
dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.91 percentage points from
the previous week, The Journal relates.  The loan matures May 17,
2014.  Tribune pays 300 basis points above LIBOR to borrow under
the facility.  Moody's has withdrawn its rating on the bank debt,
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 2, among the 145
loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


UAL CORP: S&P Assigns 'CCC' Rating on $175 Mil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating and '6' recovery rating to UAL Corp.'s $175 million
convertible senior notes due 2029, which the company issued as a
shelf drawdown.  The '6' recovery rating reflects negligible
recovery (0-10%) in a credit default scenario.  In addition, S&P
placed the issue-level rating on CreditWatch with negative
implications, and will review it in conjunction with S&P's
resolution of the CreditWatch listing on UAL.  S&P placed its
ratings on UAL and subsidiary United Air Lines Inc. on CreditWatch
with negative implications on July 22, 2009, due to liquidity
concerns.  The company will use the proceeds from the debt
issuance, along with proceeds from the concurrent issuance of
19 million shares, for general corporate purposes.

In addition, S&P lowered its preliminary rating on UAL's senior
unsecured shelf to 'CCC' from 'CCC+', based on S&P's analysis of
recovery prospects for senior unsecured obligations.  This rating
is also on CreditWatch with negative implications.

"The ratings on UAL and United Air Lines reflect participation in
the price-competitive, cyclical, and capital-intensive airline
industry (which has experienced much weaker revenues due to the
global economic downturn); reduced liquidity due to operating
losses and fuel-hedge collateral requirements; and a highly
leveraged financial profile," said Standard & Poor's credit
analyst Betsy R.  Snyder.  "United's extensive and well-positioned
route system (which provides good revenue potential, especially on
international routes), and by reductions in labor costs and
financial obligations (debt, leases, and pensions) achieved in
bankruptcy reorganization in early 2006, somewhat mitigate company
weaknesses," she continued.

S&P will evaluate UAL's operating prospects and liquidity
situation, including efforts to raise cash through new financings
(e.g., the concurrent equity and convertible note offerings), to
resolve the CreditWatch listing.

                           Ratings List

                             UAL Corp.
                       United Air Lines Inc.

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

                      New Ratings Assigned

    $175 million convertible senior notes   CCC/Watch Negative
     Recovery rating                        6

                          Rating Lowered


                    To                     From
                    --                     ----
  Sr unsecd shelf   CCC/Watch Neg (prelim) CCC+/Watch Neg (prelim)


US SHIPPING: Posts $20,163,000 Net Loss for June 30 Quarter
-----------------------------------------------------------
U.S. Shipping Partners L.P. posted a net loss of $20,163,000 for
the three months ended June 30, 2009, from a net loss of
$2,521,000 for the same period a year ago.  The Company posted a
net loss of $33,401,000 for the six months ended June 30, 2009,
from a net loss of $8,703,000 for the same period a year ago.

At June 30, 2009, the Company had $862,520,000 in total assets and
$812,613,000 in total liabilities.

A full-text copy of the quarterly report is available at no charge
at http://ResearchArchives.com/t/s?462b

As reported by the Troubled Company Reporter, U.S. Shipping
Partners, L.P., said October 1 that the Bankruptcy Court for the
Southern District of New York has confirmed its Plan of
Reorganization.  The confirmation order is the last step in the
Company's pre-arranged Chapter 11 restructuring.  U.S. Shipping
Partners will emerge from Chapter 11 when the plan becomes
effective, which is expected to occur in roughly 10 to 20 days.

On the effective date, the Company will be renamed U.S. Shipping
Corp. and will have a new corporate structure and Board of
Directors.  The Company will continue to be led by a seasoned team
of executives, including Joseph Gehegan who will become President
and Chief Executive Officer, Albert Bergeron who will join as Vice
President and Chief Financial Officer and Jeffrey Miller, Vice
President and Head of Chartering.

The consensual restructuring plan, among other things, provides
that $100 million of second lien debt will be extinguished in
exchange for 50% of the equity of the reorganized company, and
reduces the first lien debt, including swaps, by roughly
$55 million and reinstates the remaining $300 million at an
improved rate of interest.  The holders of the first lien debt are
also receiving 50% of the equity of the reorganized company.  The
existing and outstanding common units, subordinated units and
general partnership interests of the Company will be cancelled
without the payment of any amount to the holders thereof.

                   About U.S. Shipping Partners

U.S. Shipping Partners L.P. (PINKSHEETS: USSPZ) --
http://www.usslp.com/-- is a leading provider of long-haul marine
transportation services for refined petroleum, petrochemical and
commodity chemical products in the U.S. domestic coastwise trade.
The Company's existing fleet consists of twelve tank vessels: four
integrated tug barge units; one product tanker; three chemical
parcel tankers and four ATBs.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


VASOGEN INC: Shareholders to Vote on PoA and Merger on October 19
-----------------------------------------------------------------
Christopher J. Waddick, president and chief executive officer of
Vasogen Inc. disclosed that the Company, Cervus, Cervus GP and IPC
US will each hold a special meeting of their shareholders and
unitholders, on Oct. 19, 2009, to consider and vote on proposals
related to the arrangements and merger.

The boards of directors of the Company and Cervus GP Ltd. have
unanimously approved the arrangement involving Vasogen, 7231971
Canada Inc., 7232004 Canada Inc., Cervus LP and Cervus GP pursuant
to a Court-approved plan of arrangement and are recommending that
shareholders of each of Vasogen and Cervus GP and unitholders of
Cervus vote in favor of the proposed transaction.

Separately, the boards of Vasogen, IntelliPharmaCeutics Ltd., and
IntelliPharmaCeutics Corp. have unanimously approved an
arrangement of their respective companies pursuant to a Court
approved plan of arrangement and a plan of merger and are
recommending that shareholders of each of Vasogen and IPC US vote
in favor of the proposed transaction.

At the Vasogen meeting, Vasogen shareholders will be asked, among
other things, to consider and, if deemed advisable, pass a special
resolution approving the arrangement with Cervus and Cervus GP
pursuant to which, among other things, (i) Vasogen will transfer
all of its assets and liabilities to Vasogen Subco, (ii) through a
series of steps Vasogen shareholders will effectively receive
shares on a one for one basis in New Vasogen and Cervus will have
invested C$7.5 million in New Vasogen, (iii) unitholders of Cervus
and shareholders of Cervus GP will exchange their interests for
shares in Vasogen on the terms described in the plan of
arrangement, and (iv) Vasogen will be renamed "Cervus Equipment
Corporation".

Also at the Vasogen meeting, Vasogen shareholders will be asked to
consider and, if deemed advisable, pass a special resolution
approving the arrangement with IPC US pursuant to which, among
other things, and after giving effect to the transactions
described above in respect of Cervus, (i) holders of shares in IPC
US that are resident in Canada will exchange their IPC US shares
for shares in 7237081 Canada Inc., (ii) New Vasogen and IPC Newco
will amalgamate with the resulting amalgamated corporation to be
named "IntelliPharmaCeutics International Inc.", and (iii) through
a merger of IPC US and 20090831 Delaware Inc., all remaining
holders of IPC US shares will, in exchange for their shares in IPC
US, receive shares in New IPC.

Upon completion of the arrangements and merger, current IPC US
Shareholders will own approximately 86% of the outstanding common
shares of New IPC and current Vasogen shareholders will own 14% of
the outstanding common shares of New IPC.

For more information, please contact Christopher J. Waddick,
president and chief executive officer of Vasogen at (905) 817-
2002.

A full-text copy of the Company's Notices of Special Meetings is
available for free at http://ResearchArchives.com/t/s?4602

Mississauga, Ontario-based Vasogen Inc. (NASDAQ:VSGN; TSX:VAS) --
http://www.vasogen.com/-- is a biotechnology company focused on
the research and commercial development of therapies designed to
target the destructive inflammatory process associated with the
development and progression of cardiovascular and
neurodegenerative disorders.  The company's lead product,
Celacade, is designed to activate the immune response to
apoptosis, a physiological process that regulates inflammation.
Celacade has received European regulatory approval for chronic
heart failure and is being marketed in the European Union by
Ferrer Internacional S.A.  Celacade is in late-stage clinical
development for the treatment of chronic heart failure in the
United States.  Vasogen is also developing a class of drugs for
the treatment of certain neuro-inflammatory disorders.  VP025 is
the lead drug candidate from this class.


VERMILLION INC: Obtains Interim OK of $1.5MM Quest DIP Loan
-----------------------------------------------------------
Vermillion, Inc., reports that on September 29, 2009, the United
States Bankruptcy Court for the District of Delaware issued an
interim order authorizing the Company to enter into a DIP
financing agreement with Quest Diagnostics, Incorporated, for up
to $1,500,000 of financing and authorizing the assumption of the
Strategic Alliance Agreement, as amended, with Quest.

The interim order authorizes the borrowing of up to $900,000 of
the $1,500,000, subject to a budget, and grants Quest certain
liens, super priority expense status and certain other rights.
Amounts borrowed under the DIP agreement will bear interest at
prime plus 0.5% and be payable on February 26, 2010, or earlier if
the Bankruptcy court approves a plan of reorganization, or as
provided under the financing agreement.

Pursuant to the terms of the amendment to the Alliance Agreement,
among other provisions and subject to its terms, Quest and
Vermillion received approval to extend the base term of the
Alliance Agreement, as well as the maturity of its pre-petition
credit agreement, to February 29, 2012.

The final hearing for final approval is scheduled for October 16,
2009.

Headquartered in Fremont, California, Vermillion, Inc. --
http://www.vermillion.com/-- engages in the development and
commercialization of diagnostic tests to aid physicians diagnose
and treat results for patients. The Company filed for Chapter 11
on March 30, 2009 (Bankr. D. Del. Case No. 09-11091).  Francis A.
Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble
Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel.
At September 30, 2008, the Debtor had $7,150,000 in total assets
and $32,015,000 in total liabilities.


VERMILLION INC: Announces Return of Eric Fung, M.D., Ph.D.
----------------------------------------------------------
Vermillion, Inc. on Oct. 2 announced that Eric Fung, M.D., Ph.D.,
has rejoined the company to become its Chief Science Officer.
This position will be formally held by Dr. Fung upon the
completion of the Company's restructuring and reorganization under
Chapter 11 of the U.S. Bankruptcy Code or earlier, if deemed
appropriate by Vermillion's Board of Directors.  In the interim,
Dr. Fung will work as an independent consultant.

"Dr. Fung was instrumental in the development of the OVA1(TM)
test, including biomarker discovery to validation, design and
execution of the clinical trial, and submission to the FDA," said
Gail Page, Executive Director of the Company.  "We are pleased to
welcome him back to Vermillion, where he will play a key role in
commercialization of the OVA1 test as well as further development
of other potential tests in Vermillion's pipeline."

Dr. Fung, 39, is returning to the company after serving as
Director of Clinical Research at Roche Molecular Systems. At
Roche, he helped oversee a cervical cancer screening clinical
trial involving 45,000 women.  Dr. Fung originally joined
Vermillion in May 2000 as a lead scientist in the newly formed
Biomarker Discovery Centers.  He was promoted to Vice President
and Chief Scientific Officer in June 2006.

Prior to joining Vermillion, Dr. Fung was a Howard Hughes
sponsored researcher at Stanford University.  Dr. Fung has
anatomic pathology training from Stanford Medical School and
obtained his M.D. and Ph.D. degrees from the Johns Hopkins
University School of Medicine.  He graduated with a B.S. with
honors from the California Institute of Technology.  Dr. Fung has
also held an Adjunct Assistant Professor position in the
Department of Pathology at the Johns Hopkins University School of
Medicine.

                        About the OVA1 Test

The OVA1 Test is a qualitative serum test that combines the
results of five immunoassays into a single numerical score. It is
indicated for women who meet the following criteria: over age 18,
ovarian adnexal mass present for which surgery is planned, and not
yet referred to an oncologist.  The test utilizes five well-
established biomarkers --- Transthyretin (TT or prealbumin),
Apolipoprotein A-1 (Apo A-1), Beta2-Microglobulin (Beta2M),
Transferrin (Tfr) and Cancer Antigen 125 (CA 125 II) -- and a
proprietary algorithm to determine the likelihood of malignancy in
women with pelvic mass for whom surgery is planned.

The OVA1 Test is an aid to further assess the likelihood that
malignancy is present when the physician's independent clinical
and radiological evaluation does not indicate malignancy.  The
test should not be used without an independent
clinical/radiological evaluation and is not intended to be a
screening test or to determine whether a patient should proceed to
surgery.  Incorrect use of the OVA1 Test carries the risk of
unnecessary testing, surgery, and/or delayed diagnosis.

Quest Diagnostics, which is a long-time investor in research and
development of the OVA1 technology, has exclusive rights to offer
the test to the clinical reference laboratory market in the U.S.
for three years.

                         About Vermillion

Vermillion, Inc. (OTC: VRMLQ.PK) -- http://www.vermillion.com/--
is dedicated to the discovery, development and commercialization
of novel high-value diagnostic tests that help physicians
diagnose, treat and improve outcomes for patients.  Vermillion,
along with its prestigious scientific collaborators, has
diagnostic programs in oncology, hematology, cardiology and
women's health.  Vermillion is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Francis A. Monaco Jr., Esq., and Mark L.
Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC,
represent the Debtor as counsel. At September 30, 2008, the Debtor
had $7,150,000 in total assets and $32,015,000 in total
liabilities.


VINEYARD NATIONAL: Explores Litigation Options to Raise Cash
------------------------------------------------------------
Vineyard National Bancorp disclosed in its operating report for
August it is working with counsel on the preparation of a
liquidating plan.  The Debtor also disclosed litigation strategies
are being developed which could generate additional assets for the
bankruptcy estate.

The Debtor said a 7-day package has been filed, but did not
elaborate.

Vineyard Bank, the Debtor's wholly-owned subsidiary, was seized by
Office of the Comptroller of the Currency on July 17, 2009.  The
Debtor said no value likely remains.  The Debtor also said the
value of its common security interests in each of its subsidiary
trusts is unknown, but likely valueless.

By Order entered on September 4, 2009, the Bankruptcy Court
authorized the Debtor to transfer $90,000 in funds currently held
at City National Bank to the Debtor's Operating account.  The
funds relate to deposit under the employment contract of Glen C.
Terry, the Debtor's Chief Executive Officer and President.  The
Bankruptcy Court has approved the rejection of the contract,
effective as of July 23, 2009.

As the account was originally established in the name of Vineyard
Bank, CNB has not authorized the transfer.  However, the Debtor is
continuing to work with CNB and the FDIC for the release of funds.

                  About Vineyard National Bancorp

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A. had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21 (Bankr.
C.D. Calif. Case No. 09-26401).


VISION DEVELOPMENT: Debtor Estopped from Attacking Lenders
----------------------------------------------------------
WestLaw reports that equitable estoppel applied to bar a Chapter
11 debtor-limited liability company and its debtor-managing member
from asserting claims against the debtor-LLC's mezzanine lenders
that objected to the claims arising from the loans and sought the
cancellation of the amounts due, the recharacterization of the
debt as equity, and the equitable subordination of the loan
claims, based upon a letter in which the debtors' attorneys opined
that the loan documents were legal, valid, and binding agreements
and that the loans did not contravene Florida law relating to the
interest charged.  Through the letter, the debtors engaged in
conduct upon which the lenders relied in determining that the
loans' interest rate was legal, and the loan documents created
enforceable debt obligations and a security interest in certain
membership interests in the debtor-LLC.  The debtors engaged in
such conduct willfully, and the lenders' reliance upon the letter
was detrimental.  In re Vision Development Group of Broward
County, LLC, --- B.R. ----, 2009 WL 855958, 51 Bankr.Ct.Dec. 110
(Bankr. S.D. Fla.).

Chelsey Funding, LLC, and TMG Sunrise, LLC, extended $10.5 million
of secured mezzanine financing to the Debtor in 2005 to partially
fund Vision's acquisition and condominium conversion of an
apartment complex located at 673 Vista Isles Drive, in Sunrise,
Fla.  The condominium conversion is known as the Isles at Lago
Mar.  The Honorable Raymond B. Ray finds and concludes that:

    (A) a legal opinion the law firm of Leopold, Korn &
        Leopold, P.A., provided to Vision saying that the
        loan documents are legal, valid and binding
        agreements that don't contravene applicable law
        bars the Debtor from attacking the Lenders;

    (B) the loan documents, as they say, are governed by
        New York law rather than Florida law; and

    (C) no fiduciary duty exists between the Debtors and
        the Mezzanine Lenders.

Headquartered in Sunrise, Florida, Vision Development Group of
Broward County L.L.C. is a real estate developer.  The Company
filed for Chapter 11 on Sept. 20, 2007 (Bankr. S.D. Fla. Case No.
07-17778).  Peter D. Russin, Esq., Meland, Russin & Budwick P.A.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection against its creditors, it listed
assets and debts of between $1 million and $100 million.

The Debtor's managing member, Isadore M. Cohen, also filed a
voluntary Chapter 11 petition on Sept. 20, 2007 (Bankr. S.D. Fla.
Case No. 07-17779).


WARREN BANK, MICHIGAN: Closed; FDIC Appointed as Receiver
---------------------------------------------------------
Warren Bank, Warren, Michigan, was closed October 5 by the
Michigan Office of Financial and Insurance Regulation, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with The Huntington National Bank, Columbus,
Ohio, to assume all of the deposits of Warren Bank.

The six branches of Warren Bank will reopen as branches of The
Huntington National Bank.  Depositors of Warren Bank will
automatically become depositors of The Huntington National Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until they receive notice from The
Huntington National Bank that it has completed systems changes to
allow other Huntington branches to process their accounts as well.

As of July 31, 2009, Warren Bank had total assets of $538 million
and total deposits of approximately $501 million.  The Huntington
National Bank will pay the FDIC a premium of 0.27 percent to
assume all of the deposits of Warren Bank.  In addition to
assuming all of the deposits of the failed bank, The Huntington
National Bank will purchase approximately $83 million of the
failed bank's assets.  The FDIC will retain the remaining assets
for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-894-4713.  Interested parties also can
visit the FDIC's Web site at:

   http://www.fdic.gov/bank.individual/failed/warren-mi.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $275 million.  The Huntington National Bank's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  Warren Bank is the
96th FDIC-insured institution to fail in the nation this year, and
the second in Michigan.  The last FDIC-insured institution closed
in the state was Michigan Heritage Bank, Farmington Hills, on
April 24, 2009.


WARREN BANK, MICHIGAN: Huntington Assumes $400MM Deposits
---------------------------------------------------------
Huntington Bancshares Incorporated said its subsidiary, The
Huntington National Bank, has assumed all deposits (about $400
million) of Warren Bank located in Macomb County, Michigan from
the Federal Deposit Insurance Corporation.  Huntington also has
the right to purchase any of Warren Bank's six banking offices.
Huntington has not acquired any of Warren Bank's loans.

Effective Saturday, October 3, 2009, all of the Warren Bank
banking offices will open as Huntington banking offices.

"We are pleased to welcome the more than 8,000 Warren Bank
customers to Huntington," said Stephen D. Steinour, chairman,
president, and chief executive officer.  "They will have access to
a significantly broader array of products and nationally-
recognized banking services, including business and consumer on-
line banking. Right now, it is business as usual for the former
Warren Bank customers, as they will continue to conduct banking
business at their existing banking offices with familiar
employees. Starting Monday, they have access to Huntington's
entire 1,400 ATM network throughout the Midwest, including the 111
ATMs in East Michigan.  At the appropriate time, their existing
accounts will be converted to Huntington's systems.  Our new
customers( )can be assured we will communicate details as soon as
they are available, and we will work hard to make certain the
transition is as smooth and seamless as possible."

"For Huntington, this transaction immediately strengthens our
Macomb County deposit market share from 10% to almost 14%,"
Steinour continued.  "We recognize the important role Macomb
County plays in the southeast Michigan economy. Having been in
this market for years, we understand it well. This transaction
affords the opportunity to immediately deepen our presence and
better positions us to take advantage of the pockets of growth
opportunities that exist.  In addition, this expansion allows us
to realize the benefit of certain expense efficiencies."

Depositors who have questions may call their local Warren Bank
banking office during normal business hours or Huntington at 1-
866-375-6502, Monday through Friday from 7:00 a.m. to 10:00 p.m.
EDT and on Saturday and Sunday from 8:00 a.m. to 5:00 p.m. EDT.
They may also visit Huntington's web site any time at
http://www.huntington.com/warrenbank

                    About Huntington Bancshares

Huntington Bancshares Incorporated (Nasdaq: HBAN) -- --
http://www.huntington.com/-- is a $51 billion regional bank
holding company headquartered in Columbus, Ohio.  Huntington has
more than 143 years of serving the financial needs of its
customers.  Through our subsidiaries, including our banking
subsidiary, The Huntington National Bank, we provide full-service
commercial and consumer banking services, mortgage banking
services, equipment leasing, investment management, trust
services, brokerage services, customized insurance service
program, and other financial products and services.  Its over 600
banking offices are located in Indiana, Kentucky, Michigan, Ohio,
Pennsylvania, and West Virginia. Huntington also offers retail and
commercial financial services online at huntington.com; through
its technologically advanced, 24-hour telephone bank; and through
its network of almost 1,400 ATMs.  The Auto Finance and Dealer
Services group offers automobile loans to consumers and commercial
loans to automobile dealers within our six-state banking franchise
area. Selected financial service activities are also conducted in
other states including: Private Financial Group offices in Florida
and Mortgage Banking offices in Maryland and New Jersey.
International banking services are available through the
headquarters office in Columbus and a limited purpose office
located in both the Cayman Islands and Hong Kong.


WILLIAM UTZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: William G. Utz
                  aka Bill Utz
               Barbara K. Utz
               802 N. Glenwood St
               Effingham, IL 62401

Bankruptcy Case No.: 09-92090

Chapter 11 Petition Date: October 1, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtors' Counsel: Edward W. Brankey, Esq.
                  622 Jackson Ave
                  Charleston, IL 61920
                  Tel: (217) 345-6222
                  Email: cwebster@brankeysmithpc.com

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

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

According to the schedules, the Company has assets of at least
$2,858,303, and total debts of $2,119,854.

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

            http://bankrupt.com/misc/ilcb09-92090.pdf

The petition was signed by the Joint Debtors.


WINDSTREAM CORP: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Windstream Corp.
is a borrower traded in the secondary market at 97.16 cents-on-
the-dollar during the week ended Oct. 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.69 percentage points
from the previous week, The Journal relates.  The loan matures on
MATURITY.  The Company pays 150 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Baa3 rating and
Standard & Poor's BBB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 2, among the 145 loans
with five or more bids.

As reported by the Troubled Company Resources on Oct. 1, 2009,
Standard & Poor's Ratings Services said it assigned a 'BB' issue-
level rating to Little Rock, Arkansas-based local telephone
operator Windstream Corp.'s proposed $400 million of senior
unsecured notes due 2017, to be issued under rule 144A with
registration rights.  Proceeds will be used to fund the
acquisitions of two local telephone companies-D&E Communications,
Inc. (BB-/Watch Pos/--) and Lexcom Inc. (not rated)-and for
general corporate purposes.  S&P expects these transactions to
close in the fourth quarter of 2009.

S&P also assigned a '5' recovery rating to the notes, which
indicates expectations for modest (10%-30%) recovery in the event
of payment default.  Additionally, as part of the transaction, the
company is negotiating to amend its credit facility, extending the
maturities of the senior secured term loan A and revolver to 2013
from 2011 and the term loan B to 2015 from 2013.  S&P does not
expect the potential amendments to affect the issue-level or
recovery ratings on the facility.

Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's proposed $400 million senior unsecured notes
offering.  The company expects to use the net proceeds primarily
to fund the cash portion of the purchase price of the pending
acquisitions of D&E Communications and Lexcom, Inc.  As part of
the rating action, Moody's affirmed Windstream's Ba2 corporate
family and probability-of-default ratings, and SGL-1 short-term
liquidity rating.  The outlook for all ratings is stable.
Windstream is also seeking approval from its lenders to amend and
extend its existing credit facilities.  Moody's believes the
proposed transactions will help maintain Windstream's very good
liquidity by extending the maturities of its credit facilities.

Moody's most recent rating action for Windstream was on May 11,
2009.  At that time, Moody's affirmed Windstream's ratings
following the announcement of the company's plans to acquire D&E
Communications.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.1 billion in annual revenues in the twelve months ended June
30, 2009.


WOLVERINE TUBE: Plainfield Discloses 62.6% Equity Stake
-------------------------------------------------------
Plainfield Special Situations Master Fund Limited, Plainfield
Asset Management LLC, and Max Holmes disclosed that they
beneficially own in the aggregate 63,916,269 shares or roughly
62.6% of the common stock of Wolverine Tube, Inc.

Plainfield acquired beneficial ownership of shares of the
Company's Series A Preferred Stock as a contribution or assignment
from its affiliate, Master Fund.  In connection with a
contribution from Master Fund, its parent, Plainfield Capital
Limited received 31,066 shares of the Company's Series A Preferred
Stock.  In connection with an assignment from Master Fund in
exchange for common shares, Plainfield OC Master Fund Limited and
Plainfield Special Situations Master Fund II Limited received
2,657 and 4,277 shares of the Company's Series A Preferred Stock,
respectively.  On August 16, 2009, 108,060 options beneficially
owned by Alpine and Alkest vested.

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

As of July 5, 2009, the Company had $201,105,000 in total assets
and $241,483,000 in total liabilities.

Wolverine Tube said in its quarterly report for the period ended
July 5, 2009, the uncertainty about the Company's ability to
achieve its projected results, the absence of such credit or
capital commitments and the uncertainty about the future price of
copper, which has a substantial impact on working capital, raises
substantial doubt about the Company's ability to continue as a
going concern.  The Company expects to continue to actively manage
and optimize its cash balances and liquidity, working capital,
operating expenses and product profitability, although there can
be no assurances the Company will be able to do so.


XERIUM TECHNOLOGIES: Gets Covenant Waiver Until December 15
-----------------------------------------------------------
Xerium Technologies, Inc., on September 29, 2009, entered into
Waiver and Amendment No. 1 to its credit agreement with Citicorp
North America, Inc., as Administrative Agent, and Citicorp North
America, Inc., as Collateral Agent.

The Company has anticipated it would not be in compliance with the
interest coverage, maximum leverage and fixed charge coverage
covenants for the period ending September 30, 2009.

Pursuant to the Waiver Agreement, the lenders agreed to waive any
violation of the interest coverage, maximum leverage and fixed
charge covenants under the Credit Agreement until the earliest of
(i) the occurrence of any other default under the Credit
Agreement, (ii) the Company's failure to comply with any term of
the Waiver Agreement or (iii) December 15, 2009.

The waiver provides the Company additional time to work with its
creditors and stockholders to find long-term solutions to its
credit issues.  Absent the Waiver Agreement, failure to meet these
financial covenants would constitute an event of default under the
Credit Agreement and potentially could lead to acceleration of the
Company's loan obligations.  As of September 29, 2009, the total
amount outstanding under the Credit Agreement was approximately
$623 million.

Xerium has created a steering committee of its Board of Directors
to explore strategic initiatives to address long-term solutions to
its credit issues.  The Steering Committee has engaged Rothschild
Inc. as financial advisor to assist in this process.  Strategic
alternatives under consideration include, among other things:

     -- amending the financial covenants to the Company's Amended
        and Restated Credit Guaranty Agreement, dated May 30,
        2008, entered into by and among the Company, certain
        subsidiaries of the Company, Citicorp North America, Inc.
        as Administrative Agent, Citicorp North America, Inc. as
        Collateral agent, and the lenders party thereto;

     -- restructuring or replacing some or all of the Company's
        outstanding debt; and

     -- seeking additional equity capital or other strategic
        transactions, many of which could involve an issuance of
        equity or other securities.

The Credit Agreement requires that the Company meet certain
operating requirements and financial ratios to avoid a default or
event of default under the Credit Agreement.

The Company agreed that during the Waiver Period no new revolving
loans may be made to the Company, and the lenders would not be
required to make any loans to the Company, except that the Company
may request new letters of credit in an amount up to $3.5 million
for equipment purchases and request extension of the expiration
dates for certain outstanding letters of credit.  The Waiver
Agreement also requires the Company to report certain additional
financial information to the lenders on a regular basis.

In connection with the Waiver Agreement, the Company is required
to pay aggregate fees to the lenders of approximately (i) $1.5
million in cash to be paid at the time of the effectiveness of the
Waiver Agreement and (ii) $1.5 million to be deferred to the
maturity date for the loans under the Credit Agreement and to
accrue interest at the rate applicable to the loans until that
time.  In addition, during the period between September 29, 2009
and December 15, 2009 the outstanding balance under the Credit
Agreement will bear interest at a rate that is 1.0% per year in
excess of the non-default rate otherwise payable during that
period under the Credit Agreement.

Even with the additional time provided by the Waiver Agreement,
there can be no assurance that the Company will be able to
complete any strategic initiatives to resolve its credit issues on
satisfactory terms, or at all, and any such strategic initiatives
involving issuances of equity are likely to be highly dilutive to
existing stockholders.  If the Company is unable to execute on its
strategic initiatives prior the expiration of the Waiver Period,
the Company's failure to comply with the financial covenants of
the Credit Agreement as of September 30, 2009 would be a default
under that Agreement, absent a further waiver of those terms,
which may not be available at that time.

A full-text copy of the Waiver Agreement is available at no charge
at http://ResearchArchives.com/t/s?4627

On August 26, 2009, the Board of Directors of Xerium approved an
amendment to the employment agreement with David G. Maffucci, the
Chief Financial Officer of the Company.  The amendment to Mr.
Maffucci's employment agreement reduces the period that Mr.
Maffucci must have completed employment with the Company prior to
being eligible to receive severance and other benefits in
connection with a termination of employment (i) by the Company
other than for Cause (as defined in the employment agreement) or
(ii) by Mr. Maffucci for Good Reason (as defined in the employment
agreement) from six months to three months.

                     About Xerium Technologies

Xerium Technologies, Inc. (NYSE: XRM) is a manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers.  The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 32 manufacturing facilities in 13
countries around the world, Xerium has roughly 3,300 employees.

As of June 30, 2009, the Company had $771.8 million in total
assets; $150.8 million in total current liabilities,
$560.3 million in long-term debt, $13.0 million in deferred and
long-term taxes, $66.3 million in pension and other postretirement
and postemployment obligations, and $4.62 million in other long-
term liabilities, resulting in $26.3 million in stockholders'
deficit.  The Company had $226.7 million in accumulated deficit as
of June 30, 2009.


YANKEE CANDLE: Bank Debt Trades at 6.3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which The Yankee Candle
Company, Inc., is a borrower traded in the secondary market at
93.70 cents-on-the-dollar during the week ended Oct. 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.62
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 6, 2014.  The Company pays 200 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. 2,
among the 145 loans with five or more bids.

Based in South Deerfield, Massachusetts, The Yankee Candle
Company, Inc., designs, manufactures, and is a wholesaler and
retailer of premium scented candles.  Yankee has a 39-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts.  The Company sells its products
through a North American wholesale customer network of 19,689
store locations, a growing base of Company owned and operated
retail stores (491 located in 43 states as of Jan. 3, 2009,
including 28 Illuminations stores), direct mail catalogs, and its
Internet Web sites:

                 http://www.yankeecandle.com
                 http://www.illuminations.com
                 http://www.aromanaturals.com

Outside of North America, the Company sells its products primarily
through its subsidiary, Yankee Candle Company (Europe), Ltd.,
which has an international wholesale customer network of 2,994
store locations and distributors covering approximately 23
countries.

Yankee Holding Corp. is a holding company formed in connection
with the Company's Merger with an affiliate of Madison Dearborn
Partners, LLC, on February 6, 2007, and is now the parent company
of The Yankee Candle Company, Inc.

Yankee Holding Corp. and subsidiaries had $1.372 billion in total
assets, and $1.375 billion in total liabilities, resulting in
$2.82 million in stockholders' deficit as of Jan. 3, 2009.


ZUFFA LLC: S&P Assigns 'BB-' Rating on $100 Mil. Senior Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to the proposed $100 million senior
secured incremental term loan being issued by Zuffa LLC.  The loan
was rated 'BB-' (at the same level as the corporate credit rating
on the company) with a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

At the same time, S&P revised its recovery rating on Zuffa's
existing senior secured credit facilities to '4' from '3'.

"The revised recovery rating reflects a revision of S&P's expected
emergence multiple to 4.5x from 5.0x, in addition to the greater
amount of debt outstanding in the capital structure," said
Standard & Poor's credit analyst Ben Bubeck.

S&P also affirmed its issue-level rating on these loans at 'BB-'
(at the same level as the 'BB-' corporate credit rating on the
company), in accordance with its notching criteria for a '4'
recovery rating.

Net proceeds from the proposed incremental term loan will be used
to repay the outstanding balance under the company's revolving
credit facility and to fund a dividend to the owners.  Leverage
will increase moderately as the result of this transaction.
However, S&P's rating affirmation reflects solid operating results
in recent quarters given consistently strong EBITDA margins and
continued success in improving the profitability of international
operations, which meaningfully improved credit measures.  Pro
forma for the proposed transaction, credit measures remain in line
with the current rating.

The 'BB-' rating on Zuffa reflects the risk of revenue and cash
flow volatility given the company's primarily event-driven
business model, its vulnerability to changing consumer tastes or
the effect of weak economic conditions on consumer discretionary
spending, a relatively short operating history, and management's
aggressive financial policy.  Zuffa's well-recognized Ultimate
Fighting Championship brand, healthy free cash flow conversion
given strong EBITDA margins and modest capital intensity, and
moderate debt leverage partly offset these risks.


* 2009's Bank Closings Rise to 98 After 3 Banks Shuttered Friday
----------------------------------------------------------------
This year's closed banks have risen to 98 after three banks --
Warren Bank, Warren, MI; Southern Colorado National Bank, Pueblo,
CO; and Jennings State Bank, Spring Grove, MN -- were closed
October 2 by regulators, which appointed the Federal Deposit
Insurance Corporation as receiver.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks to assume all of the
deposits of the three closed banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

                     416 Banks on Problem List

The Federal Deposit Insurance Corporation said August 27 that the
number of banks and savings institutions in its "Problem List"
increased to 416 at the end of the second quarter compared with
305 at March 31.

The 416 banks have combined assets of $299.8 billion.  The FDIC
said this is the largest number of "problem" institutions since
June 30, 1994, and the largest amount of assets on the list since
December 31, 1993.

At the end of the 2008, there were 252 banks on the Problem List.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The Deposit Insurance Fund (DIF) decreased by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion, based on
unaudited figures.

According to the FDIC, the reduction in the DIF was primarily due
to an $11.6 billion increase in loss provisions for bank failures.
Twenty-four insured institutions with combined assets of
$26.4 billion failed during the second quarter of 2009, the
largest number of quarterly failures since the fourth quarter of
1992, when 42 insured institutions failed.  For 2009 through the
end of the second quarter, 45 insured institutions with combined
assets of $35.9 billion failed at an estimated current cost to the
DIF of $10.5 billion.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the second
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                                 Loss-Share
                                 Transaction Party     FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       ----------   --------------      -----------
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       }             State Bank & Trust   }
SB - North Fulton   }             State Bank & Trust   }
SB - Jones County   } $2,800.0    State Bank & Trust   }  $807.0
SB - Houston County }             State Bank & Trust   }
SB - North Metro    }             State Bank & Trust   }
SB - Bibb County    }             State Bank & Trust   }
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danville      $166.0    First Financial          $24.0
Founders Bank           $962.5    PrivateBank             $188.5
Millennium State        $118.0    State Bank of Tex        $47.0
Mirae Bank              $456.0    Wilshire State Bank      $50.0
Metro Pacific Bank       $80.0    Sunwest Bank, Tustin     $29.0
Horizon Bank             $87.6    Stearns Bank, N.A.       $33.5
Neighborhood Comm       $221.6    CharterBank, West Point  $66.7
Community Bank          $199.4    -- None --               $85.0
First National Bank     $156.9    Bank of Kansas           $32.2
Cooperative Bank        $970.0    First Bank, Troy, N.C.  $217.0
Southern Community      $377.0    United Community        $114.0
Bank of Lincolnwood     $214.0    Republic Bank, Chicago   $83.0
Citizens National       $437.0    Morton Community        $106.0
Strategic Capital       $537.0    Midland States Bank     $173.0
BankUnited FSB       $12,800.0    WL Ross-Led Investors $4,900.0
Westsound Bank          $334.6    Kitsap Bank             $108.0
America West            $299.4    Cache Valley Bank       $119.4
Citizens Community       $45.1    N.J. Community Bank      $18.1
Silverton Bank        $4,100.0    -- None --            $1,300.0
First Bank of Id        $488.9    US Bank, Minneapolis    $191.2
First Bank of BH      $1,500.0    -- None --              $394.0
Heritage Bank           $184.6    Level One Bank           $71.3
American Southern       $112.3    Bank of North Georgia    $41.9
Great Basin Bank        $270.9    Nevada State Bank        $42.0
American Sterling       $181.0    Metcalf Bank, Lee        $42.0
New Frontier Bank     $2,000.0    -- None --              $670.0
Cape Fear Bank          $492.0    First Federal,          $131.0
Omni National           $956.0    -- None --              $290.0
TeamBank, N.A.          $669.8    Great Southern Bank      $98.0
Colorado National       $123.5    Herring Bank, Amarillo    $9.0
FirstCity Bank          $297.0    -- None --              $100.0
Freedom Bank            $173.0    Nat'l Georgia Bank       $36.2
Security Savings        $238.3    Bank of Nevada, L.V.     $59.1
Heritage Community      $232.9    MB Financial Bank, N.A.  $41.6
Silver Falls            $131.4    Citizens Bank            $50.0
Pinnacle Bank            $73.0    Washington Trust Bank    $12.1
Corn Belt Bank          $271.8    Carlinville Nat'l Bank  $100.0
Riverside Bank          $539.0    TIB Bank                $201.5
Sherman County          $129.8    Heritage Bank            $28.0
County Bank           $1,700.0    Westamerica Bank        $135.0
Alliance Bank         $1,140.0    California Bank & Trust $206.0
FirstBank Fin'l         $337.0    Regions Bank            $111.0
Ocala National          $223.5    CenterState Bank         $99.6
Suburban Federal        $360.0    Bank of Essex           $126.0
MagnetBank              $292.2    -- None --              $119.4
1st Centennial          $803.3    First California Bank   $227.0
Bank of Clark           $446.5    Umpqua Bank       $120.0-145.0
Nat'l Commerce          $430.9    Republic Bank of Chi.    $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html


* MinnesotaBankruptcyLawyer.com Provides Free Consultations
-----------------------------------------------------------
MinnesotaBankruptcyLawyer.com, the Web site of one of the largest
Minneapolis bankruptcy lawyer firms that specializes in all types
of bankruptcy, offers free consultations.

The attorneys employed at MinnesotaBankruptcyLawyer.com are well
prepared to guide their clients through other relevant and
attached issues such as foreclosure and debt with credit card
companies.  Clients get all the advice and direction needed when
filing for bankruptcy, like information about bankruptcy laws that
are currently in effect and advice regarding all the other
bankruptcy issues.

Expert attorneys employed by Minnesota Bankruptcy Lawyer are ready
to meet the needs of all individuals searching for a Minneapolis
bankruptcy lawyer.  The most common case of bankruptcy is the
Chapter 7 Bankruptcy.  The firm's Minneapolis bankruptcy lawyers
will help clients get a discharge granted for the most common type
of bankruptcy.


* Restructuring Cycle to Continue Through 2010, Kevin Shea Says
---------------------------------------------------------------
Kevin Shea at Loughlin Meghji said that the financial
restructuring cycle will continue through 2010, but it doesn't
always mean a filing in a federal bankruptcy court, RBR-TVBR
Reports.

According to RBR-TVBR, Mr. Shea and the Loughlin Meghji have so
far evaluated 100 radio and TV stations as they've worked on
restructurings at a half-dozen or so companies.

Mr. Shea, RBR-TVBR relates, said that fixed costs accounted for
about 78% of spending at radio and TV stations, so in the face of
an advertising downturn, management couldn't cut costs fast enough
to maintain cash flow.

RBR-TVBR states that on whether most of those over-leveraged
broadcasters will end up in Chapter 11, Mr. Shea said, "It depends
on how the credit agreements are worded."  According to the
report, some require near unanimous agreement and some a lesser
majority of lender support to rework the terms.


* Thomas Walper Rejoins Munger Tolles & Olson Bankruptcy Group
--------------------------------------------------------------
Thomas B. Walper, a senior bankruptcy lawyer and restructuring
professional, has rejoined Munger, Tolles & Olson as a partner.
For the past two years, Mr. Walper has been head of corporate
restructuring for investment firm Plainfield Asset Management in
Greenwich, Conn.  Prior to that, Mr. Walper had been a partner at
Munger, Tolles & Olson for 16 years.

"Tom's business experience and his years of bankruptcy practice
make him an invaluable addition to our bankruptcy and
reorganization practice," said Sandra Seville-Jones, co-managing
partner of Munger, Tolles & Olson.  "We are fortunate to welcome
back an MTO veteran in a critical practice area given the
difficult economy."


While at MTO, Mr. Walper played a significant role in many of the
country's largest Chapter 11 cases and restructurings, including
Refco, Calpine, Pacific Gas & Electric, Southern California
Edison, Kmart, United Airlines, Southern Pacific Funding,
California Power Exchange and Coho Energy.  He was the lead
bankruptcy counsel for Berkshire Hathaway Inc. for several years
representing them in connection with the Enron, FINOVA Group,
Fruit of the Loom, Oakwood Homes, and USG Corporation bankruptcy
cases.  At MTO, Mr. Walper's practice will include the
representation of debtors, creditors, creditors' committees,
unsecured creditors, and boards of directors, as well as the
representation of acquirers and sellers of financially troubled
companies, both in and outside of bankruptcy.

"I am invigorated to come back to the practice of law with the
significant experiences I have gleaned from my role as a buy-side
principal," Mr. Walper said.  "The current economic conditions
have led to some of the most sophisticated and challenging
bankruptcy work the industry has seen, and I am looking forward to
helping our clients in these complex times."

At Plainfield, Mr. Walper contributed to the analysis and
underwriting of investments in distressed securities and private
transactions and developed and implemented both consensual and
litigated exit strategies for distressed private and public
investments.  In this role, he acted as a principal representative
on numerous formal and informal creditors committees.  He first
joined MTO in 1991, after serving as a partner in Stroock &
Stroock & Lavan's bankruptcy group.

Mr. Walper has twice (2002 and 1999) been recognized by
Turnarounds and Workouts magazine as one of the country's top 12
bankruptcy lawyers.  The author of numerous articles and a
treatise on the representation of creditor's committees, he is a
frequent speaker on complex bankruptcy topics.  Mr. Walper was one
of the founders of the Debtor Assistance Program of the Los
Angeles County Bar Association, which provides insolvency services
to indigent consumers with more than 150 attorney volunteers
within the Central District of California.

Munger, Tolles & Olson LLP -- http//www.mto.com -- provides its
clients with the highest quality legal services in a cost-
effective manner.  The 188-lawyer firm maintains a nationally
recognized practice representing clients in a broad range of
complex and high-profile commercial litigation matters,
specializing in the areas of securities, antitrust, intellectual
property and white collar defense.  The firm also maintains top
notch practice groups that specialize in corporate finance,
mergers and acquisitions, general business transactions and
advice, taxation, real estate law, bankruptcy and reorganizations,
environmental law, and labor and employment law.


* BOND PRICING -- For the Week From Sept. 28 to Oct. 2, 2009
------------------------------------------------------------
  Company             Coupon       Maturity   Bid Price
  -------             ------       --------   ---------
155 E TROPICANA        8.75%      4/1/2012        1.50
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       60.38
AMBASSADORS INTL       3.75%     4/15/2027       45.50
AMER GENL FIN          3.40%    10/15/2009       97.50
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          5.65%     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       40.48
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       64.50
ARG-CALL10/09          6.25%     7/15/2014      103.13
BANK NEW ENGLAND       8.75%      4/1/1999       10.00
BANK NEW ENGLAND       9.88%     9/15/1999       10.00
BANKUNITED FINL        3.13%      3/1/2034        2.00
BELL MICROPRODUC       3.75%      3/5/2024       40.00
BOISE CASCADE CO       9.45%     11/1/2009       97.00
BOWATER INC            6.50%     6/15/2013       24.13
BOWATER INC            9.00%      8/1/2009       23.58
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       45.00
CALLON PETROLEUM       9.75%     12/8/2010       40.00
CAPMARK FINL GRP       7.88%     5/10/2012       21.00
CAPMARK FINL GRP       8.30%     5/10/2017       23.50
CCH I LLC              9.92%      4/1/2014        0.30
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       17.00
CCH I/CCH I CP        11.00%     10/1/2015       18.75
CCK-CALL10/09          8.00%     4/15/2023      101.75
CHAMPION ENTERPR       2.75%     11/1/2037       17.00
CHARTER COMM HLD      10.75%     10/1/2009        2.00
CIT GROUP FDG CA       4.65%      7/1/2010       83.00
CIT GROUP INC          3.85%    11/15/2009       69.90
CIT GROUP INC          3.95%    12/15/2009       70.01
CIT GROUP INC          4.05%     2/15/2010       62.00
CIT GROUP INC          4.13%     11/3/2009       72.63
CIT GROUP INC          4.25%      2/1/2010       66.00
CIT GROUP INC          4.25%     9/15/2010       58.20
CIT GROUP INC          4.30%     3/15/2010       66.30
CIT GROUP INC          4.35%     6/15/2010       77.00
CIT GROUP INC          4.45%     5/15/2010       64.60
CIT GROUP INC          4.60%     8/15/2010       60.00
CIT GROUP INC          4.63%    11/15/2009       78.25
CIT GROUP INC          4.75%    12/15/2010       68.50
CIT GROUP INC          4.80%    12/15/2009       72.00
CIT GROUP INC          4.85%    12/15/2009       74.42
CIT GROUP INC          4.85%     3/15/2010       61.00
CIT GROUP INC          4.90%    12/15/2010       52.10
CIT GROUP INC          4.90%     3/15/2011       48.00
CIT GROUP INC          5.00%    11/15/2009       84.50
CIT GROUP INC          5.00%    11/15/2009       74.00
CIT GROUP INC          5.00%    11/15/2009       75.90
CIT GROUP INC          5.00%    12/15/2010       63.05
CIT GROUP INC          5.00%     3/15/2011       57.50
CIT GROUP INC          5.00%     3/15/2011       44.00
CIT GROUP INC          5.00%     3/15/2012       49.00
CIT GROUP INC          5.05%    11/15/2009       75.28
CIT GROUP INC          5.05%     3/15/2010       67.00
CIT GROUP INC          5.05%    11/15/2010       63.50
CIT GROUP INC          5.05%    12/15/2010       58.13
CIT GROUP INC          5.05%     3/15/2011       58.90
CIT GROUP INC          5.15%     2/15/2010       63.00
CIT GROUP INC          5.15%     3/15/2010       66.30
CIT GROUP INC          5.15%     2/15/2011       59.00
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       65.00
CIT GROUP INC          5.20%     9/15/2011       57.00
CIT GROUP INC          5.25%     5/15/2010       61.85
CIT GROUP INC          5.25%     9/15/2010       63.00
CIT GROUP INC          5.25%    11/15/2010       62.00
CIT GROUP INC          5.25%    11/15/2010       72.00
CIT GROUP INC          5.25%    11/15/2010       61.00
CIT GROUP INC          5.25%    12/15/2010       54.00
CIT GROUP INC          5.25%    11/15/2011       52.00
CIT GROUP INC          5.25%    11/15/2011       55.00
CIT GROUP INC          5.30%     6/15/2010       69.90
CIT GROUP INC          5.35%     6/15/2011       53.00
CIT GROUP INC          5.35%     8/15/2011       56.13
CIT GROUP INC          5.40%     5/15/2011       53.00
CIT GROUP INC          5.45%     8/15/2010       63.00
CIT GROUP INC          5.50%     8/15/2010       61.00
CIT GROUP INC          6.25%    12/15/2009       69.50
CIT GROUP INC          6.25%     2/15/2010       64.87
CIT GROUP INC          6.50%    12/15/2009       67.88
CIT GROUP INC          6.50%     2/15/2010       65.10
CIT GROUP INC          6.50%     3/15/2010       62.90
CIT GROUP INC          6.50%    12/15/2010       65.57
CIT GROUP INC          6.50%     1/15/2011       62.50
CIT GROUP INC          6.50%     3/15/2011       62.00
CIT GROUP INC          6.60%     2/15/2011       62.50
CIT GROUP INC          6.75%     3/15/2011       54.00
CIT GROUP INC          6.88%     11/1/2009       74.25
CIT GROUP INC         12.00%    12/18/2018       28.13
CITADEL BROADCAS       4.00%     2/15/2011       17.50
COOPER-STANDARD        8.38%    12/15/2014       17.00
CRAY INC               3.00%     12/1/2024       92.25
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        0.76
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       18.25
DOWNEY FINANCIAL       6.50%      7/1/2014       12.19
DUNE ENERGY INC       10.50%      6/1/2012       51.00
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       11.50
FINLAY FINE JWLY       8.38%      6/1/2012        1.00
FLEETWOOD ENTERP      14.00%    12/15/2011       40.75
FRANKLIN BANK          4.00%      5/1/2027        0.00
FRONTIER AIRLINE       5.00%    12/15/2025       10.00
GASCO ENERGY INC       5.50%     10/5/2011       45.50
GENERAL MOTORS         7.13%     7/15/2013       14.25
GENERAL MOTORS         7.40%      9/1/2025       14.13
GENERAL MOTORS         7.70%     4/15/2016       13.86
GENERAL MOTORS         8.10%     6/15/2024       13.86
GENERAL MOTORS         8.25%     7/15/2023       14.50
GENERAL MOTORS         8.38%     7/15/2033       15.02
GENERAL MOTORS         8.80%      3/1/2021       14.38
GENERAL MOTORS         9.40%     7/15/2021       14.50
GENERAL MOTORS         9.45%     11/1/2011       13.75
GMAC LLC               4.90%    10/15/2009       98.75
GMAC LLC               6.50%    10/15/2009       99.00
GMAC LLC               6.75%    11/15/2009       96.50
GMAC LLC               7.00%    11/15/2009       91.00
GMAC LLC               7.05%    10/15/2009       99.00
HAIGHTS CROSS OP      11.75%     8/15/2011       43.00
HAWAIIAN TELCOM        9.75%      5/1/2013        2.25
HAWAIIAN TELCOM       12.50%      5/1/2015        1.00
HERBST GAMING          7.00%    11/15/2014        4.50
HERBST GAMING          8.13%      6/1/2012        4.00
HINES NURSERIES       10.25%     10/1/2011        0.35
IDEARC INC             8.00%    11/15/2016        3.90
INDALEX HOLD          11.50%      2/1/2014        1.00
INN OF THE MOUNT      12.00%    11/15/2010       45.88
INTCOMEX INC          11.75%     1/15/2011       72.50
INTL LEASE FIN         4.30%    10/15/2009       97.50
INTL LEASE FIN         4.45%    10/15/2009       98.50
KAISER ALUM&CHEM      12.75%      2/1/2003        3.80
KEYSTONE AUTO OP       9.75%     11/1/2013       26.63
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       15.70
LEHMAN BROS HLDG       4.50%     7/26/2010       15.60
LEHMAN BROS HLDG       4.70%      3/6/2013       13.60
LEHMAN BROS HLDG       4.80%     3/13/2014       15.00
LEHMAN BROS HLDG       4.80%     6/24/2023       12.15
LEHMAN BROS HLDG       5.00%     1/14/2011       17.00
LEHMAN BROS HLDG       5.00%     1/22/2013       12.75
LEHMAN BROS HLDG       5.00%     2/11/2013       12.50
LEHMAN BROS HLDG       5.00%      8/3/2014       12.50
LEHMAN BROS HLDG       5.00%      8/5/2015       12.35
LEHMAN BROS HLDG       5.00%     5/28/2023       11.75
LEHMAN BROS HLDG       5.00%     5/30/2023       13.00
LEHMAN BROS HLDG       5.00%     6/10/2023       12.26
LEHMAN BROS HLDG       5.00%     6/17/2023       12.03
LEHMAN BROS HLDG       5.10%     1/28/2013       12.50
LEHMAN BROS HLDG       5.10%     2/15/2020       13.50
LEHMAN BROS HLDG       5.15%      2/4/2015        9.50
LEHMAN BROS HLDG       5.20%     5/13/2020       12.15
LEHMAN BROS HLDG       5.25%      2/6/2012       15.45
LEHMAN BROS HLDG       5.25%     2/11/2015       13.50
LEHMAN BROS HLDG       5.25%      3/5/2018        8.25
LEHMAN BROS HLDG       5.25%      3/8/2020       13.00
LEHMAN BROS HLDG       5.25%     5/20/2023       12.15
LEHMAN BROS HLDG       5.35%     2/25/2018       13.00
LEHMAN BROS HLDG       5.35%     3/13/2020       12.99
LEHMAN BROS HLDG       5.35%     6/14/2030       12.39
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       13.00
LEHMAN BROS HLDG       5.40%     3/30/2029       10.90
LEHMAN BROS HLDG       5.40%     6/21/2030       12.00
LEHMAN BROS HLDG       5.45%     3/15/2025       12.99
LEHMAN BROS HLDG       5.45%      4/6/2029       12.65
LEHMAN BROS HLDG       5.45%     2/22/2030       12.51
LEHMAN BROS HLDG       5.45%     7/19/2030       12.51
LEHMAN BROS HLDG       5.45%     9/20/2030       12.51
LEHMAN BROS HLDG       5.50%      4/4/2016       16.00
LEHMAN BROS HLDG       5.50%      2/4/2018       12.00
LEHMAN BROS HLDG       5.50%     2/19/2018       12.51
LEHMAN BROS HLDG       5.50%     11/4/2018       12.51
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       12.65
LEHMAN BROS HLDG       5.50%      4/8/2023       12.51
LEHMAN BROS HLDG       5.50%     4/15/2023       11.05
LEHMAN BROS HLDG       5.50%     4/23/2023       12.51
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       12.00
LEHMAN BROS HLDG       5.50%      8/2/2030       10.55
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       12.51
LEHMAN BROS HLDG       5.55%     9/27/2030       12.99
LEHMAN BROS HLDG       5.55%    12/31/2034       12.51
LEHMAN BROS HLDG       5.60%     1/22/2018       12.00
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       12.55
LEHMAN BROS HLDG       5.60%      3/2/2029       12.38
LEHMAN BROS HLDG       5.60%     2/25/2030       12.99
LEHMAN BROS HLDG       5.60%      5/3/2030       12.38
LEHMAN BROS HLDG       5.63%     1/24/2013       17.75
LEHMAN BROS HLDG       5.63%     3/15/2030       12.00
LEHMAN BROS HLDG       5.65%    11/23/2029       12.38
LEHMAN BROS HLDG       5.65%     8/16/2030       12.51
LEHMAN BROS HLDG       5.65%    12/31/2034       12.51
LEHMAN BROS HLDG       5.70%     1/28/2018       12.15
LEHMAN BROS HLDG       5.70%     2/10/2029       11.25
LEHMAN BROS HLDG       5.70%     4/13/2029       10.40
LEHMAN BROS HLDG       5.70%      9/7/2029       12.65
LEHMAN BROS HLDG       5.70%    12/14/2029       12.51
LEHMAN BROS HLDG       5.75%     4/25/2011       14.90
LEHMAN BROS HLDG       5.75%     7/18/2011       15.00
LEHMAN BROS HLDG       5.75%     5/17/2013       15.00
LEHMAN BROS HLDG       5.75%      1/3/2017        0.05
LEHMAN BROS HLDG       5.75%     3/27/2023       13.10
LEHMAN BROS HLDG       5.75%    10/15/2023       12.51
LEHMAN BROS HLDG       5.75%    10/21/2023       12.38
LEHMAN BROS HLDG       5.75%    11/12/2023       11.00
LEHMAN BROS HLDG       5.75%    11/25/2023       13.50
LEHMAN BROS HLDG       5.75%    12/16/2028       11.25
LEHMAN BROS HLDG       5.75%    12/23/2028       11.00
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       11.00
LEHMAN BROS HLDG       5.80%    10/25/2030       12.03
LEHMAN BROS HLDG       5.85%     11/8/2030       12.75
LEHMAN BROS HLDG       5.88%    11/15/2017       16.25
LEHMAN BROS HLDG       5.90%      5/4/2029       11.00
LEHMAN BROS HLDG       5.90%      2/7/2031       12.51
LEHMAN BROS HLDG       5.95%    12/20/2030       11.00
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       11.46
LEHMAN BROS HLDG       6.00%     2/12/2020       13.10
LEHMAN BROS HLDG       6.00%     1/29/2021       10.75
LEHMAN BROS HLDG       6.00%    10/23/2028       12.51
LEHMAN BROS HLDG       6.00%    11/18/2028       13.00
LEHMAN BROS HLDG       6.00%     5/11/2029       11.01
LEHMAN BROS HLDG       6.00%     7/20/2029       11.02
LEHMAN BROS HLDG       6.00%     4/30/2034       12.51
LEHMAN BROS HLDG       6.00%     7/30/2034       12.55
LEHMAN BROS HLDG       6.00%     2/21/2036       13.00
LEHMAN BROS HLDG       6.00%     2/24/2036       12.51
LEHMAN BROS HLDG       6.00%     2/12/2037       10.11
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       17.50
LEHMAN BROS HLDG       6.20%     6/15/2027       13.00
LEHMAN BROS HLDG       6.20%     5/25/2029       12.60
LEHMAN BROS HLDG       6.25%      2/5/2021       11.50
LEHMAN BROS HLDG       6.25%     2/22/2023       11.80
LEHMAN BROS HLDG       6.40%    10/11/2022       12.50
LEHMAN BROS HLDG       6.40%    12/19/2036       15.00
LEHMAN BROS HLDG       6.50%     7/19/2017        0.05
LEHMAN BROS HLDG       6.50%     2/28/2023       12.60
LEHMAN BROS HLDG       6.50%      3/6/2023        7.75
LEHMAN BROS HLDG       6.50%     9/20/2027       11.00
LEHMAN BROS HLDG       6.50%    10/18/2027       13.50
LEHMAN BROS HLDG       6.50%    10/25/2027       12.51
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       12.50
LEHMAN BROS HLDG       6.50%     6/21/2037       12.15
LEHMAN BROS HLDG       6.50%     7/13/2037       12.00
LEHMAN BROS HLDG       6.60%     10/3/2022       12.94
LEHMAN BROS HLDG       6.63%     1/18/2012       17.63
LEHMAN BROS HLDG       6.63%     7/27/2027       13.90
LEHMAN BROS HLDG       6.75%    12/28/2017        0.03
LEHMAN BROS HLDG       6.75%      7/1/2022       13.50
LEHMAN BROS HLDG       6.75%    11/22/2027       13.38
LEHMAN BROS HLDG       6.75%     3/11/2033       11.00
LEHMAN BROS HLDG       6.75%    10/26/2037       12.60
LEHMAN BROS HLDG       6.80%      9/7/2032       12.99
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       18.00
LEHMAN BROS HLDG       6.88%     7/17/2037        0.23
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       11.00
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       12.50
LEHMAN BROS HLDG       7.00%     1/31/2038       13.50
LEHMAN BROS HLDG       7.00%      2/1/2038       13.90
LEHMAN BROS HLDG       7.00%      2/7/2038       11.05
LEHMAN BROS HLDG       7.00%      2/8/2038       12.00
LEHMAN BROS HLDG       7.00%     4/22/2038       11.00
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       14.00
LEHMAN BROS HLDG       7.25%     2/27/2038       13.90
LEHMAN BROS HLDG       7.25%     4/29/2038       12.13
LEHMAN BROS HLDG       7.35%      5/6/2038       13.75
LEHMAN BROS HLDG       7.73%    10/15/2023       12.88
LEHMAN BROS HLDG       7.88%     8/15/2010       15.00
LEHMAN BROS HLDG       8.00%      3/5/2022        8.25
LEHMAN BROS HLDG       8.05%     1/15/2019       11.50
LEHMAN BROS HLDG       8.40%     2/22/2023       12.50
LEHMAN BROS HLDG       8.50%      8/1/2015       16.13
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       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       12.50
LEHMAN BROS HLDG       9.50%     2/27/2023       12.00
LEHMAN BROS HLDG      10.00%     3/13/2023       13.50
LEHMAN BROS HLDG      11.00%    10/25/2017       13.90
LEHMAN BROS HLDG      11.00%     6/22/2022       12.75
LEHMAN BROS HLDG      11.50%     9/26/2022       13.38
LIFECARE HOLDING       9.25%     8/15/2013       55.00
LTX-CREDENCE           3.50%     5/15/2011       46.50
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          0.00%      3/9/2011       95.10
MILLENNIUM AMER        7.63%    11/15/2026       15.00
MORRIS PUBLISH         7.00%      8/1/2013       27.50
NEFF CORP             10.00%      6/1/2015        8.00
NEWARK GROUP INC       9.75%     3/15/2014       12.01
NEWPAGE CORP          12.00%      5/1/2013       48.00
NORTH ATL TRADNG       9.25%      3/1/2012       35.50
NTK HOLDINGS INC      10.75%      3/1/2014        3.63
OSCIENT PHARM         12.50%     1/15/2011        3.00
PALM HARBOR            3.25%     5/15/2024       45.00
PLY GEM INDS           9.00%     2/15/2012       54.38
POPE & TALBOT          8.38%      6/1/2013        0.51
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       28.00
RAIT FINANCIAL         6.88%     4/15/2027       40.14
READER'S DIGEST        9.00%     2/15/2017        2.00
RESIDENTIAL CAP        8.38%     6/30/2010       79.30
RH DONNELLEY           6.88%     1/15/2013        7.98
RH DONNELLEY           6.88%     1/15/2013        5.95
RH DONNELLEY           6.88%     1/15/2013        4.25
RH DONNELLEY           8.88%     1/15/2016        6.00
RH DONNELLEY           8.88%    10/15/2017        6.13
ROTECH HEALTHCA        9.50%      4/1/2012       30.50
SIX FLAGS INC          4.50%     5/15/2015       20.13
SIX FLAGS INC          9.63%      6/1/2014       20.31
SIX FLAGS INC          9.75%     4/15/2013       20.00
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       29.50
STATION CASINOS        6.50%      2/1/2014        4.50
STATION CASINOS        6.63%     3/15/2018        4.25
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        3.00
TIMES MIRROR CO        6.61%     9/15/2027        2.00
TIMES MIRROR CO        7.25%      3/1/2013        6.00
TIMES MIRROR CO        7.25%    11/15/2096        8.25
TIMES MIRROR CO        7.50%      7/1/2023        6.00
TOUSA INC              7.50%     1/15/2015        0.01
TOUSA INC              9.00%      7/1/2010       11.13
TRANSMERIDIAN EX      12.00%    12/15/2010        6.75
TRIBUNE CO             4.88%     8/15/2010        5.75
TRIBUNE CO             5.25%     8/15/2015        5.25
TRIBUNE CO             5.67%     12/8/2008        5.63
TRONOX WORLDWIDE       9.50%     12/1/2012       39.25
TRUE TEMPER            8.38%     9/15/2011        1.00
TRUMP ENTERTNMNT       8.50%      6/1/2015        9.00
TXU CORP               4.80%    11/15/2009       90.00
USFREIGHTWAYS          8.50%     4/15/2010       65.00
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       24.75
WASH MUT BANK FA       5.65%     8/15/2014        0.25
WASH MUT BANK NV       5.50%     1/15/2013        0.27
WASH MUT BANK NV       5.55%     6/16/2010       29.63
WASH MUTUAL INC        4.20%     1/15/2010       88.25
WASH MUTUAL INC        8.25%      4/1/2010       67.75
WCI COMMUNITIES        4.00%      8/5/2023        1.56
WCI COMMUNITIES        6.63%     3/15/2015        4.00
WCI COMMUNITIES        9.13%      5/1/2012        1.00
WILLIAM LYONS          7.63%    12/15/2012       50.00
YELLOW CORP            5.00%      8/8/2023       29.00
YELLOW CORP            5.00%      8/8/2023       49.00
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.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **