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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

            Wednesday, October 7, 2009, Vol. 13, No. 277

                            Headlines

201-209 EAST MULBERRY LLC: Voluntary Chapter 11 Case Summary
3DFX INTERACTIVE: High Court Declines to Review Trustee's Standing
ABITIBIBOWATER INC: Seeks to Sell Lufkin Mill Site for $20.5 Mil.
ABITIBIBOWATER INC: Wachovia & Aurelius Clarify Bar Date Order
ABITIBIBOWATER INC: Woodbridge Still Opposes Call Pact Rejection

ADAK FISHERIES: Wants to Reject Lease Agreement with Aleut
ADELPHIA COMMS: Rigases Lose Appeal of Prison Terms
ADVANCED MICRO: S&P Gives Positive Outlook, Affirms 'CCC+' Rating
AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 9
AIR SUPPORT SYSTEMS: Case Summary & 5 Largest Unsecured Creditors

AIRTRAN HOLDINGS: Moody's Affirms 'Caa2' Corporate Family Rating
ALLIS-CHALMERS: Annual Stockholders' Meeting on November 6
AMERALIA INC: Delays Annual Report Filing
AMERICAN COMMERCIAL: Proposes to Conduct Gildan-Led Auction
AMERICAN COMMERCIAL: Wants to Hire DLA Piper as Counsel

AMERICAN TOWER: Moody's Upgrades Senior Debt Rating From 'Ba1'
AMR CORP: American Reports September 2009 Traffic
ANDOVER GOLF: Files for Chapter 11 Bankruptcy Protection
ANN MARIE JOSLIN: Case Summary & 15 Largest Unsecured Creditors
ASPEN LAND: Taps Sender & Wasserman as Counsel

AVENSYS CORP: Says Can't File FY2009 Annual Report on Time
BABUSKI LLC: Wachovia Dealer Wants 2005 Maserati Quattroporte
BAOSHINN CORP: Posts $10,270 Net Loss in 2nd Quarter Ended June 30
BEAR STEARNS: Judge to Weigh Lawyer's Conflict of Interest
BEARINGPOINT INC: Files New Reorganization Plan After Sales

BERNARD KOSAR: To Liquidate Some Assets; Ex-Wife Wants Trustee
BERNARD MADOFF: Judge Delays Ruling on Chais Account Freeze
BIOFUEL ENERGY: Subsidiaries Get Waiver from BNP Paribas
BORING GROUP: Case Summary & 4 Largest Unsecured Creditors
BW CONYERS LLC: Case Summary & 20 Largest Unsecured Creditors

CAMERON FAMILY: Files Chapter 7 Following Shutdown
CAPMARK FINANCIAL: Noteholders Sue Deutsche Bank Unit Over Loan
CANWEST GLOBAL: Files for Creditor Protection in Canada
CANWEST GLOBAL: Has Restructuring Deal With Noteholders
CECELIA JOHNSON: Case Summary & 20 Largest Unsecured Creditors

CEDAR SPRINGS BUILDING: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Says Dealers' Appeals Are Inaccurate
CHRYSLER LLC: Labor Dept. Seeks Exemption for Health Care Plan
CIENA CORP: To Buy Nortel's Optical/Carrier Ethernet Assets
CIT GROUP: Delaware Unit Noteholders Sue for Fraudulent Conveyance

CIT GROUP: Restructuring May Hurt U.S. Treasury Stake
CITIGROUP INC: To Issue Currency-Linked Notes Due 2012
CLASSICSTAR LLC: Wrongfully Sold Land and Horses, Liquidator Says
CLEARPOINT BUSINESS: Registers 3,710,825 Shares for Resale
CLEARPOINT BUSINESS: Settles Alliance Consulting Lawsuit

COLONIAL BANCGROUP: Court Imposes Restrictions on Some Transfers
COLONY BEACH & TENNIS: Case Summary & 20 Largest Unsec. Creditors
CONGOLEUM CORP: Insurers Fall Short in Congoleum Appeal
COREL CORP: Reports $529,000 Third Quarter 2009 Net Income
COREL CORP: S&P Changes Outlook to Negative, Affirms 'B' Rating

CORNERSTONE FINANCIAL: Montana Seeks Assets in $14M Ponzi Scheme
CORUS BANCSHARES: Starwood-Led Group Wins Auction for Bank Assets
CROWN CASTLE: Moody's Upgrades Corporate Family Rating to 'Ba2'
COYOTES HOCKEY: Glendale Tries to Prop Up Hockey Team
CUTTHORN LLC: Chapter 11 Case Summary & Unsecured Creditor

CYPRESS CREEK VILLAGE: Case Summary & 13 Largest Unsec. Creditors
DALE JARRETT: June 30 Balance Sheet Upside-Down by $5,468
DANA HOLDING: Goettel Appointed to VP-Global Engineering
DBSI CUMBERLAND: Involuntary Ch. 11 Petition by DBSI Granbury
DBSI CUMBERLAND: Involuntary Ch. 11 Petition by NAP GP

DEL-A-RAE INC: Case Summary & 17 Largest Unsecured Creditors
DELPHI CORP: Emerges from Chapter 11; Now Owned by GM, Lenders
DELPHI CORP: Seek Extension of Civil Rule 4(m) Deadline
DELPHI CORP: Plymouth Rubber to Appeal Ruling Denying Late Claim
DFW SYNDICATION LLC: Voluntary Chapter 11 Case Summary

DOUGLAS VINSON: Voluntary Chapter 11 Case Summary
EASY STREET: Proposes to Hire Bankruptcy Attorneys
EASY STREET: Applies to Employ Special Counsel
ECHO THERAPEUTICS: Posts $6.8MM Net Loss in 2009 Second Quarter
ELKHART PATTERN WORKS: Case Summary & 20 Largest Unsec. Creditors

ELODA CORPORATION: In Talks to Sell Assets to Investor Group
ENERGY FUTURE: Fitch Says Exchange Offer Won't Affect IDR, Outlook
ENERGY FUTURE: Moody's Cuts Probability of Default Rating to 'Ca'
ENERLUME ENERGY: David Murphy Resigns as Director, CEO and CFO
ENRON CORP: Employee Committee Proposes Final Payout from Proceeds

ENRON CORP: ECRC Makes October Distributions
ENRON CORP: ECRC Seeks Summary Judgment vs. ING
ESCADA AG: Pride & Joy Sues Escada USA for $57,000
EXTENDED STAY: Creditors Committee Retains JLLH as Advisor
EXTENDED STAY: ESA P Portfolio's Schedules of Assets & Debts

EXTENDED STAY: ESA P Portfolio's Statement of Financial Affairs
EZRI NAMVAR: Sells Hotel Angeleno for $35 Million
FANNIE MAE: To Launch Program to Aid Mortgage Banks Acquire Credit
FONTAINEBLEAU LV: Nears $300-Mil. Sale Deal with Penn Gaming
FONTAINEBLEAU LV: Seeks TO Reject Staging Site Leases

FONTAINEBLEAU LV: Term Lenders Appeal Cash Collateral Order
FONTAINEBLEAU LV: Wants January 5 Lease Decision Deadline
FORMTECH INDUSTRIES: Hephaestus Acquires All Assets
FREEDOM COMMS: Sec. 341 Creditors' Meeting Postponed
FREEDOM COMMUNICATIONS: Creditors, PBGC Want Access to Info

FREDDIE MAC: To Launch Program to Aid Mortgage Banks Get Credit
FRONTIER COMMS: Completes Offer of $600MM Notes Due 2011
FRONTIER FINANCIAL: Seeks Partner after SP Merger Unravels
GALLERIA (USA): Joins Hong Kong Unit in Bankruptcy
GENERAL GROWTH: Proposes $11.6 Million Bonus Pool

GEO GROUP: Moody's Assigns 'B1' Rating on Senior Unsecured Debt
GEO GROUP: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
GERARDO TAMAGO SALAS: Case Summary & 1 Largest Unsecured Creditor
GREAT SMOKEY: Case Dismissed for Non-Compliance of Bankr. Law
GREEKTOWN HOLDINGS: Committee Proposes Edelman as Consultant

GREEKTOWN HOLDINGS: Opposes EDC Lift Stay Request on Unused Funds
GREEKTOWN HOLDINGS: Taps Signature Assoc. as Valuation Consultant
GREEN DRAGON: Earns $30,900 in First Quarter Ended June 30
GRUBB & ELLIS: Defers $27.3MM Loan Prepayment Until November 30
HENDRICKS FURNITURE: Taps Jeff Leary as Finance Vice Pres.

HAMPSHIRE GROUP: BDO Seidman Replaces Deloitte as Accountants
HAWAIIAN TELCOM: Agrees on Plan-Related Schedule with Creditors
HAWAIIAN TELCOM: Signs Stipulation Allowing TW Telecom's Setoff
HAWAIIAN TELCOM: 8 Firms Charge $3.74-Mil. for April-June Work
HC INNOVATIONS: Major Stockholders OK Increase in Common Shares

HERCULES OFFSHORE: Moody's Assigns 'B2' Rating on $300 Mil. Notes
HOLDINGS GAMING: Very Weak Revenues Cue Moody's Junk Ratings
HOMELAND SECURITY: June 30 Balance Sheet Upside-Down by $2,626,517
HOVNANIAN ENTERPRISES: S&P Raises Corp. Credit Rating to 'CCC+'
HYPERDYNAMICS CORP: Posts $8.7MM Net Loss in FY Ended June 30

IGOURMET LLC: Case Summary & 29 Largest Unsecured Creditors
IMAX CORP: To Redeem Additional $75MM of 9-5/8% Senior Notes
IMPERIAL INDUSTRIES: Wachovia Extends Credit Line Until Nov. 30
IN HIS IMAGE MINISTRY: Case Summary & 5 Largest Unsec. Creditors
INFINITO GOLD: Noteholders Waive Defaults on Court Decision Delay

JAMES SCOTT: Diverted Charity Funds to Pay Executive Salaries
JASON CAFFEY: Will Get $57,000 Payment From Karen Russell
JOE FORREST STAFFORD: Case Summary & 20 Largest Unsec. Creditors
K HOVNANIAN: Moody's Assigns 'B1' Rating on $775 Mil. Senior Notes
KIEST VILLA LLC: Case Summary & 2 Largest Unsecured Creditors

LAKE TAHOE DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
LAND O'LAKES: Debt Refinancing Won't Affect S&P's 'BB+' Rating
LAND O' LAKES: Refinancing Won't Affect Moody's 'Ba1' Ratings
LARICH INC: Voluntary Chapter 11 Case Summary
LAS ROSAS MEXICAN GRILL: Voluntary Chapter 11 Case Summary

LE-NATURE'S INC: 2nd Circ. Won't Revive Wachovia RICO Case
LEAR CORP: May Seek $300 Million Exit Financing
LIFEMASTERS SUPPORTED: Taps Levene Neale as Bankruptcy Counsel
LIGHTHOUSE FINANCIAL: Taps Anthony & Partners as Bankr. Counsel
LODGENET INTERACTIVE: Black Horse and Key Colony Disclose Stake

LOUMOE LP: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Will Lay Off 14 Corpus Christi Facility Workers
M&R REAL ESTATE: Chapter 11 Case Summary & Unsecured Creditor
MAINLINE CONTRACTING: Files Schedules of Assets & Liabilities
MAINLINE CONTRACTING: Taps H&M and EGHS as Bankr. Co-Counsel

MBIA INSURANCE: S&P Cuts Ratings on 13 Housing Bonds to 'BB+'
MCMORAN EXPLORATION: Moody's Affirms 'B3' Corporate Family Rating
MEDICAL CONNECTIONS: Posts $1.7 Million in Quarter Ended June 30
MERISANT WORLDWIDE: Wins Support from Creditors Panel on Plan
MERRILL LYNCH: BofA Narrows List of Internal Candidates for CEO

METALINK LTD: Posts $4.4 Million Net Loss in Quarter Ended June 30
MGM MIRAGE: Cuts Prices of City Center Condo by 30%
MIDLAND WESTERN BUILDING: Voluntary Chapter 11 Case Summary
MOOG INC: Offering, Common Stock Sale Won't Affect S&P Ratings
MORRIS PUBLISHING: Lenders Extend Waiver Until October 9

MXENERGY HOLDINGS: May Report Up to $105MM Fiscal Year Net Loss
MXENERGY HOLDINGS: Sempra Moves Annual Report Deadline to Oct. 13
MYLAN INC: Removed by Audit Integrity from Near Bankruptcy List
NEWLOOK INDUSTRIES: Subsidiary Enters Into Settlement
NEWPAGE CORP: S&P Raises Corporate Credit Rating to 'CCC+'

NIEUPORT 17: Case Summary & 20 Largest Unsecured Creditors
NJDV HOSPITALITY: Files Chapter 11 to Stall Foreclosure
NORTEL NETWORKS: Ciena in Talks to Buy Ethernet Assets
NORTEL NETWORKS: Canada Units Have Deal With PD Kanco
NORTEL NETWORKS: Court Approves Global Knowledge Settlement

NORTEL NETWORKS: Court OKs Cleary Gottlieb's $17MM for May-July
NORTHCORE TECH: June 30 Balance Sheet Upside-Down by C$587,000
NORTHEAST BIOFUELS: Creditors Get Little Recovery in Plan
NORTHSIDE MANOR: Case Summary & 19 Largest Unsecured Creditors
NVT HOLDINGS: S&P Assigns Corporate Credit Rating at 'B-'

OCEAN BLUE: Court Finds Lender Made Substantial Contribution
ON-SITE SOURCING: With Exceptions, Bankr. Court Approves 363 Sale
ORANGE COUNTY: Water District Can't Remand MTBE Case
OSCIENT PHARMA: Patent Suit Ends After Lupin Acquires Antara
PATRICK INDUSTRIES: Great Oaks, et al., Disclose Equity Stake

PEANUT CORP: PCA, Hartford Deal Sets Aside $12M for Tort Claims
PENTA WATER COMPANY: Case Summary & 30 Largest Unsecured Creditors
PETROHUNTER ENERGY: June 30 Balance Sheet Upside-Down by $48.9MM
PHOENIX PLACE LLC: Case Summary & 20 Largest Unsecured Creditors
PILGRIM'S PRIDE: FLSA Plaintiffs Support Claims Estimation

PILGRIM'S PRIDE: MPISD Wants Determination on Tax Claims
PILGRIM'S PRIDE: Wants Dismissal of Suit vs. Debtors
PRESSTEK INC: Lenders Extend Credit Agreement Until December 15
PRIME GROUP REALTY: Suspends Series B Preferred Dividends for Q3
PSYSTAR CORP: To License Virtualization Technology

PTC ALLIANCE: Motion to Access $15-Mil. Loan from Black Diamond
PTC ALLIANCE: Wants to Hire Reed Smith as Counsel
PTC ALLIANCE: Wants Court to OK Nov. 13 Auction for All Assets
PROTECTION ONE: Jeffrey Nordhaus Steps Down From Board
PVF CAPITAL: Has Going Concern Doubt as Bank Requires More Capital

QUESTEX MEDIA: Case Summary & 30 Largest Unsecured Creditors
RADIENT PHARMACEUTICALS: May Offer to Sell Up to 5,000,000 Shares
RADIENT PHARMACEUTICALS: Registers 2,767,579 Shares for Resale
RAMP CHEVROLET INC: Voluntary Chapter 11 Case Summary
RESTORE SAVANNAH: Case Summary & 8 Largest Unsecured Creditors

ROBERT STRANGE: Voluntary Chapter 11 Case Summary
RPP CONSTRUCTORS LLC: Case Summary & 10 Largest Unsec. Creditors
SAN BERNARDINO DESIGN CENTER: Voluntary Chapter 11 Case Summary
SCOTT PAGE MURRAY: Case Summary & 13 Largest Unsecured Creditors
SEA LAUNCH: Settles with XM on Satellite Launch Contract Spat

SEASONS PARTNERS: Selects DeConcini as Restructuring Counsel
SEMGROUP LP: Resumes Search for Chief Financial Officer
SEQUENOM INC: Faces Probe on Trisomy 21 Program Results
SEQUENOM INC: Stylli Steps Down; Hixson Assumes Interim CEO Post
SMURFIT-STONE: Agrees to Allow Certain Administrative Claims

SMURFIT-STONE: Agrees to U.S. Bank Access to Indenture Funds
SMURFIT-STONE: No Objections to Georgia-Pacific Settlement
SNOW CANYON: Wants to Hire Snell & Wilmer as General Counsel
SOLUTIA INC: Moody's Assigns 'B2' Rating on $300 Mil. Notes
SOLUTIA INC: S&P Raises Corporate Credit Rating to 'B+'

SOUTHEAST PLUMBING: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: Discloses Terms of 3-Year Operating Plan
SPANSION INC: Fee Auditor Recommends $1.5MM for KPMG for March-May
SPANSION INC: Files Draft Plan of Reorganization
SPANSION INC: U.S. Judge Rules Samsung Violated Automatic Stay

SPARTON CORP: Advised by NHB in Arranging Credit With Nat'l City
SPRINT NEXTEL: Judge Nixes $1.9BB in Sprint Claims in DBSD Ch. 11
STARTRANS INC: Case Summary & 20 Largest Unsecured Creditors
STRIDER INVESTMENTS II: Case Summary & 16 Largest Unsec. Creditors
SUMMIT BUILDERS: Selects Krigel & Krigel as Attorney

SUNGARY DONUTS: Case Summary & 4 Largest Unsecured Creditors
SYNAGRO TECHNOLOGIES: Moody's Affirms 'Caa1' Corp. Family Rating
TELETOUCH COMMUNICATIONS: Unit Seeks Arbitration With AT&T
THE VUE: Forced Into Bankruptcy by Lenders
THORNBURG MORTGAGE: Objects to Appointment of Ch. 11 Trustee

TLCVISION CORP: Obtains Credit Facility Waiver Until October 13
TONGLI PHARMACEUTICAL: Earns $633,908 in 1st Quarter Ended June 30
TOUSA INC: Parties Agree Not to File Reorg. Plans Until October 31
TRIBUNE CO: Court OKs Sale of Hicksville Property for $4.65 Mil.
TRIBUNE CO: Wants 3 Bonus Programs Treated as a Whole

TRIPLE CROWN MEDIA: Delays Annual Report; Sees $17.9MM Net Loss
TROPICANA ENT: Adamar of NJ Wants $14.8MM Tax Claim Expunged
TROPICANA ENT: Icahn Group Buys $52 Million in Claims
TROPICANA ENT: LandCo Notes of Undeliverable Distributions
TROPICANA ENT: Noteholders to Appeal Denial of Allowance of Fees

TROPICANA ENT: OpCo Units Seek More Time for Plan Consummation
TRUDY CORPORATION: March 31 Balance Sheet Upside-Down by $1.3MM
UNISYS CORP: Board Approves 1-For-10 Reverse Stock Split
UNISYS CORP: Loses TSA's IT Infrastructure Program Contract
UNITED AIRLINES: Reaches Global Settlement With LAWA

UNIVERSAL SOLAR: June 30 Balance Sheet Upside-Down by $169,639
VALLEY FORGE: June 30 Balance Sheet Upside-Down by $31,531
VERO FASHION OUTLETS: Case Summary & 20 Largest Unsec. Creditors
VISTEON CORP: $1.4M Deal Approved In Graphite Antitrust Suit
WCI COMMUNITIES: Asks Court to Block Drywall Class Action

WEBSTER PROPERTIES LLC: Voluntary Chapter 11 Case Summary
WILLIAM HOWE: Case Summary & 7 Largest Unsecured Creditors
WIRELESS AGE: Enters Into Settlement With Receiver and Trustee
VOUGHT AIRCRAFT: S&P Raises Corporate Credit Rating to 'B'
WOODSIDE GROUP: Wachovia, Wells Fargo Object to Plan

W R GRACE: Calif.'s $1300-Mil. Asbestos Case Revived
X-RITE INC: Seeks Shareholder OK of Debt-for-Equity Swap
Y.B. & S.J. ENTERPRISES: Voluntary Chapter 11 Case Summary
YRC WORLDWIDE: Wachovia, JPMorgan et al. Amend ABS Facility

* Mylan Cut from AI's Near Filers List; Hertz, 18 Others Still In
* Unemployment Rate Rises to 9.8% in September
* Public Private Investment Partnership to Start Next Week

* Cadwalader's Rapisardi Says BAPCPA Pushes Firms to Rush Ch. 11
* Gov't Pay Czar to Clamp Down on Bailed Out Firms' Compensation
* TMA Says Suppliers Need Shock Absorbers Amid Restructurings

* Credit Solutions Settles US$23.3MM in Debt at 42.6% in September
* Honigman Forms Int'l Automotive Legal Team with Faegre & Benson
* ICR Appoints New Senior Team Members

* Keathing Muething Elects Four New Partners for Firm
* Resilience Capital Forms North Coast Minerals
* Seabury Group Taps Lorie R. Beers as Managing Director
* Weinstein Seeks Dorsey's Attorney Fee Info

* Upcoming Meetings, Conferences and Seminars

                            *********

201-209 EAST MULBERRY LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: 201-209 East Mulberry LLC
        c/o Trent Rosenthal
        9977 W. Sam Houston Parkway N., Suite 105
        Houston, TX 77064

Bankruptcy Case No.: 09-37539

Chapter 11 Petition Date: October 5, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

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

The petition was signed by Trent L. Rosenthal.


3DFX INTERACTIVE: High Court Declines to Review Trustee's Standing
------------------------------------------------------------------
Denying certiorari, WestLaw reports, the United States Supreme
Court has let stand a Ninth Circuit decision that a Chapter 11
trustee had exclusive standing to sue the corporate debtor's
successor with respect to all claims asserted by creditors in an
action for breach of lease based on an underlying injury to the
debtor.  The substance of the creditors' claims was that the
debtor fraudulently transferred assets to the successor under an
asset purchase agreement that provided for insufficient
consideration.  While the creditors were harmed by the alleged
diminution of the debtor's estate, depleting the assets available
for the bankruptcy estate constituted an injury to the bankrupt
corporation itself, not an individual creditor of that
corporation.  Recognizing a split of authority, the petition for a
writ of certiorari filed by one of the creditors argued that the
Ninth Circuit incorrectly rejected the "line of cases" published
by the Second, Eighth, and Eleventh Circuits which held that a
creditor has standing to assert general creditor claims under the
Supreme Court's decision in Caplin v. Marine Midland Grace Trust
Co. of New York, 406 U.S. 416, 92 S.Ct. 1678, 32 L.Ed.2d 195
(1972).  Carlyle Fortran Trust v. NVIDIA Corp., --- S.Ct. ----
(Mem), 2009 WL 935634, 77 USLW 3576, 78 USLW 3010 (U.S.).

The case below is CarrAmerica Realty Corp. v. Nvidia Corp., 302
Fed. Appx. 514 (9th Cir. 2008).

                     About 3DFX Interactive

Headquartered in Palo Alto, Calif., 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3DFX's shareholders approved
proposals to liquidate, wind up and dissolve the company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.

The Company filed for Chapter 11 protection on Oct. 15, 2002
(Bankr. N.D. Calif. Case No. 02-55795).  William A. Brandt, Jr.,
serves as trustee and is represented by Aron M. Oliner, Esq., at
the Law Offices of Duane Morris and Craig C. Chiang, Esq, at
Buchalter, Nemer, Fields and Younger.  Robert S. Gebhard, Esq., at
Sedgwick, Detert, Moran and Arnold, represents the Official
Committee of Unsecured Creditors.  At July 31, 2002, the Company
had $35,236,000 net liabilities in liquidation from total assets
of $106,000 and total liabilities of $35,342,000.


ABITIBIBOWATER INC: Seeks to Sell Lufkin Mill Site for $20.5 Mil.
-----------------------------------------------------------------
AbitibiBowater Inc. and its affiliates seek the U.S. Bankruptcy
Court's authority to sell their "permanently idled" paper mill
site located at Highway 103, East Lufkin, in Angelina County,
Texas, for $20,500,000, to CIT Partners LLC by October 31, 2009.

After engaging in an exhaustive two-year sale process with
respect to the Lufkin Mill -- leading to interest from and
serious negotiations with a total of nine prospective candidates
-- the Debtors determined that CIT Partners' offer provides for
the fair and reasonable value for the Property, Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

Accordingly, the Debtors and CIT Partners executed a Purchase and
Sale Agreement for the contemplated sale transaction whereby the
$20.5 million purchase price will consist of (i) an earnest money
deposit of $500,000, and (ii) a balance payable in cash at the
Closing of the Sale, subject to certain prorations and
adjustments.

The parties will also enter into a lease agreement involving
Paper Machine No. 8, which is an "excluded asset" under the PSA.
The Lease will have an initial term of one year and provide for a
one-year renewal, with the Debtors' right to terminate the Lease
within a 30-day notice.  In addition, the Lease will include one
year of free rent and a rental rate of $20,000 per month for the
Renewal Period.

CIT Partners will be given the right, at its expense, to complete
its review and documentation, as "outstanding legal diligence"
concerning the Property.  CIT Partners will also be allowed to
notify the Debtors of all objections relating to title
commitments or surveys on the Property, according to Ms. Morgan.

The Property will be conveyed and transferred to CIT Partners in
its present condition and state of repair, "as is" and "where
is," with all faults.  Certain contracts relating to the
Property, which the parties are in the process of identifying,
will also be assumed and assigned to CIT Partners.

The Debtors will indemnify CIT Partners from and against any
claims or liabilities that arise directly from, out of, or in
connection with, among other things, (i) any taxes relating to
the ownership and operation of the Property which are
attributable to the period prior to the Closing Date, and (ii)
any performance or failure to perform CIT Partners' obligations
under the PSA.  In turn, the Debtors will release CIT Partners
from any and all past, current, future and contingent costs of
any nature, whether currently known or unknown.

The Debtors have the right to terminate their obligations under
the PSA if the effective date of the Transaction has not occurred
by December 31, 2009.

Ms. Morgan notes that a public auction would cause "undue delay
and expense" of approximately $250,000 per month, and "would
present the risk of losing CIT" as Purchaser.  Accordingly, she
says, proceeding promptly to consummate a private sale of the
Property to CIT is warranted.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Wachovia & Aurelius Clarify Bar Date Order
--------------------------------------------------------------
As previously reported, U.S. Bankruptcy Judge Kevin Carey
established November 13, 2009, at 4:00 p.m., as the final date and
time for creditors to file against the Debtors proofs of claim
arising, or deemed to have arisen, pursuant to Section 501(d) of
the Bankruptcy Code, prior to the Petition Date.

Wachovia Bank, National Association, as administrative agent under
the Debtors' Prepetition Credit Agreement dated May 31, 2006,
sought clarification of the scope of the Bar Date Order, which
provided that "any entity whose claim is limited exclusively to a
claim for repayment by the Debtors of principal, interest, and
other applicable fees and charges on or under the Prepetition
Credit Agreement, is not required to file proofs of claim."

To accommodate Wachovia Bank's request for clarification, the
Debtors and Wachovia Bank stipulated to clarify that "no person or
entity is required to file a proof of claim against any Debtor on
account of any Obligations and/or Guaranty Obligations, as defined
in the Prepetition Credit Agreement."

The Obligations pertain "to [those] arising in connection with
Letters of Credit Obligations, Hedging Obligations,
indemnification obligations and all Cash Management Arrangement
obligations, and Guaranty Obligations, including, without
limitation, obligations arising under the Parent Guaranty
Agreement and the Subsidiary Guaranty Agreement," the Stipulation
specifies.

In a separate filing, Aurelius Capital Management, L.P., which
holds certain notes issued by Bowater Canada Finance Corporation,
also sought to clarify that certain potential claims of BCFC
against the other Debtors fell within the meaning of the Bar Date
Order's provision that "any debtor asserting a claim against
another Debtor" is not required to file a claim.

Accordingly, the Debtors and Aurelius stipulated to supplement the
Bar Date Order by clarifying that "no Proof of Claim need be filed
on account of potential claims of BCFC against other Debtors
identified by Aurelius."

                           *     *     *

The Court has approved the parties' Stipulation as it pertains to
Wachovia Bank.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Woodbridge Still Opposes Call Pact Rejection
----------------------------------------------------------------
AbitibiBowater Inc. and its affiliates are asking the U.S.
Bankruptcy Court for the District of Delaware for authority to
reject a certain call agreement, whose related motion was redacted
due to "a confidentiality provision that prohibits unilateral
disclosure concerning the transactions contemplated therein."

The Debtors intend to reject the Amended and Restated Call
Agreement, as amended, by and between Abitibi-Consolidated Sales
Corporation and Abitibi-Consolidated Inc., and Woodbridge
International Holdings Limited, Woodbridge International Holdings
S.A., the Woodbridge Company Limited.

             Woodbridge Entities Reiterate Objections

In a trial brief submitted to Bankruptcy Judge Kevin Carey, the
Woodbridge Company Limited, Woodbridge International Holdings
Limited and Woodbridge International Holdings SA reiterate that
the Debtors' request to reject an Amended and Restated Call
Agreement must be denied.

The Woodbridge Entities note that under the Amended and Restated
Call Agreement, Abitibi-Consolidated Sales Corporation was
granted the right to purchase all of the common and preferred
shares of Augusta Newsprint Inc. from WIHL and WIHSA on or before
December 31, 2009, at an undisclosed purchase price determined by
reference to a formula.

The Debtors, for their part, have asserted that the Amended and
Restated Call Agreement should be rejected because otherwise, it
would enable Woodbridge Entities to consummate a forced sale and
retain all equity in Augusta Newsprint.

The Amended and Restated Call Agreement is a constituent part of
a single, integrated agreement along with a certain Partnership
Agreement, which are both executed by the same parties regarding
the same subject matter in the course of the same transaction and
must therefore be either assumed or rejected as a unit, David P.
Primack, Esq., at Drinker Biddle & Reath LLP, in Wilmington,
Delaware, told the Court, on behalf of the Woodbridge Entities.
"A debtor-in-possession must assume or reject all of the
contracts that compose a single, integrated agreement; it may not
selectively pick and choose among them," he maintained, citing In
re Exide Techs., 340 B.R. 222, 228.

Mr. Primack added that the Call Agreement is not an executory
contract, as no material obligations were due as of the Petition
Date from any party and therefore, is not subject to rejection
under Section 365(a) of the Bankruptcy Code.

Contrary to the Debtors' assertion, "conditional obligations
cannot give rise to an executory contract," Mr. Primack
maintained.

Subsequently, the Debtors and Woodbridge filed with the Court a
joint statement detailing information relating to the Call
Agreement.  The Debtors also filed notices of deposition relating
to their request.

                        The Call Agreement

Under the Amended and Restated Call Agreement, ACSC was granted
the right to purchase all of the common and preferred shares of
Augusta Newsprint Inc. from WIHL and WIHSA on or before Dec. 31,
2009, at an undisclosed purchase price determined by reference to
a formula.

ACSC and ANI jointly own Augusta Newsprint, a Georgia general
partnership that operates a newsprint mill in Augusta, Georgia.
ACSC owns 52.5% of the Partnership and is the managing partner.
ANI, a direct subsidiary of WIHL and WIHSA and an indirect
subsidiary of Woodbridge, owns the remaining 47.5% interest.

If, however, ACSC does not exercise the Call Option, each of (i)
ACSC and (ii) WIHL and WIHSA, has the right for a period of one
year, to solicit and complete (x) the sale of the Partnership as
a going concern, (y) the sale of all or substantially all of the
consolidated assets of the Partnership, or (z) a merger or other
business combination involving the ANI, Patrick A. Jackson, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
relates.

Specifically, ACSC has one year to solicit and complete a
Transaction.  If a Transaction is not completed within that time
period, the right to solicit and complete a Transaction reverts
to WIHL and WIHSA.

In this regard, the Call Option "is out of the money," and
imposes a substantial burden on the estates by requiring that
proceeds from a Transaction in an amount far in excess of the
value of ANI's 47.5% interest be paid to WIHL and WIHSA,
Mr. Jackson tells the Court.

                         *     *     *

The Court authorized the Debtors to file under seal the
confidential materials relating to the Call Agreement, pursuant
to Section 107(b) of the Bankruptcy Code.

Prior to the Court's ruling, the Debtors certified that they
received no objections with respect to their request.

                     About AbitibiBowater Inc.

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

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

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

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

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


ADAK FISHERIES: Wants to Reject Lease Agreement with Aleut
----------------------------------------------------------
Adak Fisheries, LLC, asks the U.S. Bankruptcy Court for the
District of Alaska for authority to reject the lease agreement
entered into between Aleut Enterprises, LLC, as lessor, and
Debtor, as lessee.

The Debtor intends to sell the equipment at the plant to a high
bidder, and then either file a liquidating plan of reorganization
or convert to a Chapter 7.  Regardless of whether the sale of
equipment is successful, Debtor determined that it cannot operate
profitably at Adak.  As of the petition date, the lease is in
arrears to the extent of $57,106 in rent.

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


ADELPHIA COMMS: Rigases Lose Appeal of Prison Terms
---------------------------------------------------
David Glovin at Bloomberg News reports that the U.S. Court of
Appeals in New York upheld prison sentences of 12 years and 17
years for Adelphia Communications Corp. founder John Rigas and his
son Timothy in connection with their fraud convictions.  The court
of appeals also rejected the Rigases' request for new trial.

"We cannot conclude that this is the rare case that cannot be
located within the range of permissible decisions," Bloomberg
quoted the appeals court as saying, which added that the sentences
don't "shock the conscience."

ACOM, formerly the cable TV franchise holder for much of Western
New York, ended up in bankruptcy before being sold to Time
Warner Cable and Comcast Corp.  Mr. Rigas founded ACOM and his
son, Timothy, was the chief financial officer for what became
the nation's fifth largest cable TV operation.

Both men were given lengthy prison sentences, John, 15 years, and
Timothy, 20 years, for their role in stealing from the Company.
Jurors found in 2004 trial found that the Rigases lied about the
source of $1.6 billion used to buy Adelphia stock and debt and
stole $51 million in cash advances.

The appeals court in 2007 ordered them re-sentenced after tossing
out a bank-fraud count, Bloomberg said.  John Rigas' sentence was
reduced to 12 years while Tim's jail time was reduced to 17 years.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a
cable television company.  Adelphia served customers in 30 states
and Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.


ADVANCED MICRO: S&P Gives Positive Outlook, Affirms 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Sunnyvale, California-based Advanced Micro Devices Inc. to
positive from negative.  S&P also affirmed the company's 'CCC+'
corporate credit rating and all issue-level ratings.

The rating reflects AMD's inconsistent and weak operating
profitability, its challenged market position in microprocessers
and uncertainties with respect to ongoing disputes with Intel
Corp. (A+/Stable/A-1+).  Sufficient liquidity and its recent joint
venture with Advanced Technology Investment Corp.-that alleviates
heavy capital spending requirements-partly offset those concerns.

"AMD has struggled to successfully distinguish its product
offering from that of Intel, its much larger competitor," said
Standard & Poor's credit analyst Lucy Patricola, "and has been
unable to expand past its distant second-place market position."
Given this competitive environment, the company's revenue base
remains small despite considerable R&D expenses necessary to
maintain technology parity with its competition, creating a high
degree of operating leverage, earnings volatility, and business
risk.


AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 9
-----------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.

The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc.  As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30 day grace
period for the payment of interest that was to have been paid on
that date.

Pursuant to the Institutional Consents, the Company has agreed to
pay the legal fees for a law firm to represent the holders who
signed the Institutional Consents in connection with such
discussions and has paid a $150,000 retainer to that law firm.  In
addition, the Company has paid a consent fee equal 1/4 of 1% of
the principal amount to the holders who signed the Institutional
Consents or an aggregate of $164,600.  The Institutional Consents
extend the most recent interest payment date on their AGHI Notes
until October 1, 2009, and provide that, subject to the sole
satisfaction of the consenting holder that the Company and the
consenting holder are making satisfactory progress towards a
comprehensive restructuring of the financial obligations of the
Company and its subsidiaries, this date may be further extended to
October 9, 2009, without an additional consent fee charged to the
Company.

The Other Consents extended the most recent interest payment date
on their AGHI Notes until October 29, 2009, and no consent fees
were paid to those holders.

As of September 30, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to October 9, 2009, without an additional consent fee
charged to the Company.

On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

                       About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

As of June 30, 2009, AGHI had $301,734,000 in total assets and
$587,933,000 in total liabilities, resulting in $286,199,000 in
stockholders' deficit.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AIR SUPPORT SYSTEMS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Air Support Systems, LLC
        10349 Watson Road
        Saint Louis, MO 63127

Bankruptcy Case No.: 09-49965

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Judge Kathy A. Surratt-States

Debtor's Counsel: Edward J. Karfeld, Esq.
                  611 Olive St., Ste. 1640
                  St. Louis, MO 63101
                  Tel: (314) 231-1312
                  Fax: (314) 231-3867
                  Email: ejk@karfeldlaw.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
5 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/moeb09-49965.pdf

The petition was signed by Terri Burgess, manager of the Company.


AIRTRAN HOLDINGS: Moody's Affirms 'Caa2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of AirTran Holdings Corp., Inc.,
the Ca rating on AirTran's $96 million senior unsecured
convertible notes due in 2023 and also the SGL-4 Speculative Grade
Liquidity Rating.  Moody's also changed the ratings outlook to
stable from negative.

The stabilization of the outlook reflects Moody's expectation that
AirTran is likely to achieve stronger credit metrics in upcoming
quarters relative to that at June 30, 2009.  Moody's anticipates
that AirTran could generate positive free cash flow in 2010
because of improving cash flow from operations and lower capital
expenditures relative to 2009.  While not recovering to pre-Q4
2008 levels, 2010 passenger revenue per available seat mile
("RASM") performance should surpass that of 2009, based on
AirTran's current performance trends and the assumption that the
level of demand in the first half of 2010 should not be materially
lower than that during the first half of 2009.  Long call options,
which pose no risk of collateral calls, make up an overwhelming
majority of the fuel hedge book.  AirTran has also reduced total
debt by $192 million in the twelve months ended June 30, 2009,
helping to relieve downwards pressure on its credit profile.

The Caa2 long term rating and the SGL-4 Speculative Grade
Liquidity rating reflect Moody's belief that AirTran continues to
maintain weak liquidity notwithstanding the lower default risk
implied by its credit metrics, which are generally stronger than
those indicative of many airline peers.  AirTran utilizes its
revolving credit facility, now $175 million due December 31, 2010
including a $50 million letter of credit facility, to ensure that
its quarter-end cash balance exceeds the minimum level required by
its agreement with its credit card processor to avoid any
holdbacks.  The short tenor and nature of use of this credit
facility limit the ratings benefit to the speculative grade
liquidity and corporate family ratings.  A slower than anticipated
recovery of RASM because of a wide-spread outbreak of the H1N1
virus, continuing high unemployment and/or unexpectedly large
increases in the barrel price of oil above the $70 range or a
combination of these factors are the primary risks to the ratings.

The ratings could be upgraded if AirTran improves its liquidity,
possibly by sustaining unrestricted cash to revenue, excluding
revolver drawings held as cash, above 17%; arranging alternate
liquidity facilities that are larger, and have a longer term than
the existing revolving credit or sustaining free cash flow to debt
above 3%.  Operating profitably through the upcoming seasonally
weak winter months could also lead to an upgrade of the ratings as
could maintaining Debt to EBITDA below 7.0 times and/or FFO +
Interest to Interest above 2.5 times.  The outlook could be
returned to negative or the ratings downgraded if operating
results trail expectations such that unrestricted cash, excluding
revolver drawings, is sustained below $250 million.  Debt to
EBITDA in excess of 8.5 times, FFO + Interest to Interest below
2.0 times or EBITDA margin below 15% could also result in negative
ratings actions.

The last rating action was on July 14, 2008, when Moody's
downgraded the corporate family and probability of default ratings
to Caa2 from B3.

Upgrades:

Issuer: AirTran Holdings, Inc

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Upgraded to
     LGD5, 89% from LGD6, 93%

Outlook Actions:

Issuer: AirTran Airways, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: AirTran Holdings, Inc

  -- Outlook, Changed To Stable From Negative

AirTran Holdings, Inc., based in Orlando, Florida, conducts its
operations through its wholly-owned subsidiary AirTran Airways,
Inc., which is one of the largest low cost scheduled airlines in
the United States.


ALLIS-CHALMERS: Annual Stockholders' Meeting on November 6
----------------------------------------------------------
The Annual Meeting of Stockholders of Allis-Chalmers Energy Inc.
will be held November 6, 2009, at 9:00 a.m. (Houston time), at the
Company's offices at 5075 Westheimer Rd., Suite 890, Houston,
Texas.

Items of Business are:

     (1) To elect nine directors to serve a one-year term.

     (2) To approve an amendment to the Company's Amended and
         Restated Certificate of Incorporation to increase the
         number of shares of authorized common stock from
         100,000,000 to 200,000,000.

     (3) To approve the Company's Second Amended and Restated 2006
         Incentive Plan.

     (4) To ratify the appointment of UHY LLP as the Company's
         independent auditor for the fiscal year ending
         December 31, 2009.

     (5) To transact such other business as may properly come
         before the meeting, or any adjournment thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?466a

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

                           *     *     *

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

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


AMERALIA INC: Delays Annual Report Filing
-----------------------------------------
AmerAlia Inc. said it continues to finalize the financial
statements to be presented in its Annual Report on Form 10-K.  Due
to unexpected delays in the audit review process, the Company said
its registered independent public accountant's audit report could
not be obtained in time to file the Annual Report on Form 10-K by
the filing deadline.  The Company is working diligently to
finalize the audit review and anticipates filing its Annual Report
on Form 10-K within the extended filing period, pursuant to Rule
12b-25.

The Company has said in its March 2009 quarterly report that its
ability to continue as a going concern is dependent upon obtaining
additional financing or capital sources.  AmerAlia's ability to
obtain further financing through the offer and sale of AmerAlia's
securities is subject to market conditions and other factors
beyond AmerAlia's control.  AmerAlia cannot assure it will be able
to obtain financing on favorable terms or at all.  If AmerAlia's
cash is insufficient to fund AmerAlia's business operations,
AmerAlia's business operations could be adversely affected.
Insufficient funds may require the Company to delay, scale back or
eliminate expenses and or employees.

                        About AmerAlia Inc.

AmerAlia, Inc., is in the business of selling a range of natural
products initially derived from the recovery of its natural sodium
resources, the utilization of its water rights and of seeking
title to oil shale resources intermingled with its sodium
resource.  These resources are located in the Piceance Creek Basin
in North West Colorado.

AmerAlia, Inc.'s March 31, 2009, balance sheet showed total assets
of $10,805,813 and total liabilities of $1,922,230 resulting in
stockholders' equity of $8,883,583.  At March 31, 2009, the
Company had $111,001,161 in accumulated deficit.


AMERICAN COMMERCIAL: Proposes to Conduct Gildan-Led Auction
-----------------------------------------------------------
American Commercial Incorporated and an affiliate ask the U.S.
Bankruptcy Court for the District of New Jersey to approve
procedures that will govern sale of substantially all of their
assets.

Pursuant to an asset purchase agreement dated Sept. 11, 2009,
Gildan Activewear (Eden) Inc., agrees to purchase the Debtors'
assets for $20 million and assume certain obligations under
assumed contracts and leases, absent higher and better bids for
the assets.  The Debtors will pay $400,000 allowance to Gildan as
full and final compensation for any and all necessary repairs to
the property.

As part of the deal, the Debtors will pay $350,000 break-up fee if
they consummate the sale to another party.

To participate in the auction, qualified bidders must submit their
offers for the Debtors' assets by Nov. 2, 2009, with a good faith
deposit of $500,000.  The auction will take place on Nov. 4, 2009,
followed by a sale hearing on Nov. 9, 2009.

Based on Secaucus, New Jersey, Commercial Incorporated and
American Commercial I Inc. filed for Chapter 11 protection on
September 25, 2009 (Bankr. D. N.J. Lead Case No. 09-35359).  In
its petition, the Debtors listed assets between $50 million and
$100 million, and debts between $10 million and $50 million.


AMERICAN COMMERCIAL: Wants to Hire DLA Piper as Counsel
-------------------------------------------------------
American Commercial Incorporated and its affiliate ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ DLA Piper as its counsel.

The firm has agreed to, among other things:

   a) advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors-in-possession in the continued
      management and operation of their business and assets;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of cases, including all of the legal
      and administrative requirements of operating in Chapter 11;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecution of actions on the
      Debtors' behalf, the defense of any actions commenced
      against the estates, negotiation concerning litigation in
      which the Debtors may be involved and objections to claims
      filed against the estates;

   d) prepare motions, applications, answers, orders, reports, and
      papers necessary to the administration of the estates; and

   e) prepare and negotiate on the Debtors' behalf plans,
      disclosure statement and all related agreements and
      documents.

The firm's standard hourly rates for attorneys range between
$475 and $830, and paralegals at $290.

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

Based on Secaucus, New Jersey, Commercial Incorporated and
American Commercial I Inc. filed for Chapter 11 protection on
September 25, 2009 (Bankr. D. N.J. Lead Case No. 09-35359).  In
its petition, the Debtors listed assets between $50 million and
$100 million, and debts between $10 million and $50 million.


AMERICAN TOWER: Moody's Upgrades Senior Debt Rating From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of American
Tower Corporation's senior unsecured debt to Baa3 from Ba1 based
on the company's strong operating performance, significant
deleveraging and strong cash flow growth that it achieved over the
past two years.  As part of the upgrade to investment grade,
Moody's has withdrawn the company's Ba1 corporate family rating,
the Ba1 probability of default rating and the SGL-1 liquidity
assessment.  The rating outlook is stable.

Moody's has taken these ratings actions:

Issuer -- American Tower Corporation

* Outlook changed to Stable from Positive

Ratings upgraded:

* $325 million term loan facility due 2012 -- Baa3 from Ba1, (LGD4
  - 57%)

* $1.25 billion revolving credit facility due 2012-- Baa3 from
  Ba1, (LGD4 - 57%)

* 7.00% Senior Notes due 2017 -- Baa3 from Ba1, (LGD4 - 57%)

* 7.125% Senior Notes due 2012 -- Baa3 from Ba1, (LGD4 - 57%)

* 7.25% Senior Notes due 2019 -- Baa3 from Ba1, (LGD4 - 57%)

* 5% Senior Convertible Notes due 2010 -- Baa3 from Ba1, (LGD4 -
  57%)

Ratings withdrawn:

* Corporate Family Rating
* Probability-of-Default Rating
* Speculative Grade Liquidity
* All Individual Loss-Given-Default Instrument Ratings

The rating upgrade reflects Moody's views that the business
outlook of the wireless tower sector is likely to remain favorable
through the next several years and that AMT's good market position
will enable its strong earnings and cash flow momentum to
continue.  Moody's also recognizes that the company has been
disciplined in its growth initiatives both domestically and
internationally.  Moody's believes that the company's management
has demonstrated a commitment to maintain a conservative financial
profile that is commensurate with an investment grade status,
specifically through recently updated guidance that management
intends to maintain a net Debt/EBITDA leverage ratio range of
between 3.0x and 5.0x.  Although the upper end of that range is
outside investment grade metrics for traditional
telecommunications companies, the business profile for the tower
sector exhibits much more favorable trends, which mitigates the
risk of higher leverage.

In Moody's view, the fundamentals of the tower business are
buttressed by the increasingly limited supply of new tower
locations in the U.S., the cumbersome process to site new towers
and the ongoing upgrades of the wireless carriers' networks.
Moody's also notes that much of AMT's revenues are contractually
derived from its relationships with the largest national wireless
operators across the U.S., which largely have investment grade
ratings.

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

Moody's most recent rating action on AMT was on May 18, 2009, at
which time Moody's affirmed the company's Ba1 corporate family
rating and changed the outlook to positive from stable.

Based in Boston, Massachusetts, American Tower Corporation is a
wireless tower operator with annual revenues of $1.5 billion.


AMR CORP: American Reports September 2009 Traffic
-------------------------------------------------
American Airlines reported a September load factor of 79.4%, an
increase of 2.8 points versus the same period last year.  Traffic
decreased 3.5% and capacity decreased 6.9% year over year.
Domestic traffic decreased 2.6% year over year on 6.9% less
capacity.  International traffic decreased by 4.9% relative to
last year on a capacity decrease of 7.0%.  American boarded
6.5 million passengers in September.

Detailed traffic and capacity data are available at no charge at
http://ResearchArchives.com/t/s?4666

                          About AMR Corp.

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Fitch Ratings has assigned a rating of 'C' and a Recovery
Rating of 'RR6' to AMR's $400 million senior convertible note
issue.  Fitch's current Issuer Default Rating for AMR is 'CCC'.

On September 24, the TCR said Standard & Poor's Ratings Services
assigned its 'CCC+' issue-level rating and '5' recovery rating to
AMR's $250 million senior convertible notes due 2014.  In
addition, S&P placed the rating on CreditWatch with negative
implications, and will review it in conjunction with its
resolution of the CreditWatch listing on AMR.

Also on September 24, Moody's Investors Service affirmed its Caa1
corporate family and probability of default ratings of AMR.
Moody's changed the speculative grade liquidity rating to SGL-2
from SGL-3 and the outlook to stable from negative.  Moody's also
affirmed the B2 rating of the first lien senior secured term loan
of American Airlines, AMR's wholly owned subsidiary, and lowered
its ratings on the company's 2001-1 Series of Enhanced Equipment
Trust Certificates.


ANDOVER GOLF: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Andover Golf and Country Club, Inc., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Eastern
District of Kentucky, listing $1.6 million in assets against
$3.88 million in liabilities.

Lexington Herald-Leader quoted Tracey Wise, Andover Golf's lawyer,
as saying, "There have been significant declines in membership
since July 2008 corresponding with the downturn in the economy."
The Company will continue operating during the financial
restructuring and "doesn't anticipate any significant changes in
the amenities and services" offered, although it "might close for
a little extended period over the holiday season", the report
states, citing Ms. Wise.

Andover Golf said in court documents that it had income of
$2.51 million during the 12 months before the filing, but it has
projected a smaller income, and estimated the average future gross
monthly income to be $155,525, or $1.87 million annually, a 25.6%
decline annually, compared to the previous 12 months.

Herald-Leader relates that Jimmy Nash, who serves on Andover
Golf's board and is chairperson of its membership committee, said
that the club's membership losses can be linked directly to lack
of discretionary income for many people.

Andover Golf President Rick McClure said in a statement that
management has "been in active discussions with our secured lender
as we work towards an agreement that will bring our capital
structure in line with the current economic environment."

According to Herald-Leader, Andover Golf's largest secured
creditor is Whitaker Bank, which is owed $3.54 million, while the
Company's largest unsecured creditor is Harrell's, which is owed
$48,210.06.

Andover Golf hopes to emerge from bankruptcy "well in advance of
the spring golf and pool season", Herald-Leader states, citing Ms.
Wise.

Andover Golf and Country Club, Inc., is situated along Todds Road
in Lexington, Kentucky.  It was established in 1989.  The club
includes an 18-hole golf course that winds its way through the
various Andover neighborhoods.


ANN MARIE JOSLIN: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ann Marie Joslin
        PO Box 847
        New Port Richey, FL 34656

Bankruptcy Case No.: 09-22614

Chapter 11 Petition Date: October 5, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

According to the schedules, the Company has assets of at least
$1,102,361, and total debts of $1,799,811.

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

              http://bankrupt.com/misc/flmb09-22614.pdf

The petition was signed by Ms. Joslin.


ASPEN LAND: Taps Sender & Wasserman as Counsel
----------------------------------------------
Aspen Land Fund II LLC asks the U.S. Bankruptcy Court for the
District of Colorado for permission to employ Sender & Wasserman,
P.C. its as counsel.

The firm has agreed to:

   a) prepare on behalf of the debtor-in-possession all necessary
      reports, orders and other legal papers required in the
      Chapter 11 proceeding;

   b) perform all legal services for Debtor as debtor in
      possession which may become necessary herein;

   c) represent the Debtor in litigation.

The firm's professionals will be paid at these hourly rates:

      Harvey Sender, Esq.        $395
      John B. Wasserman, Esq.    $395
      Kenneth J. Buechler, Esq.  $250
      David V. Wadsworth, Esq.   $250
      David J. Warner, Esq.      $175

      Law Clerk                  $105
      Paralegals                 $95

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

Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain.  The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162).  In its
petition, the Debtor says it has $31,572,828 in assets and
$34,695,549 in debts.


AVENSYS CORP: Says Can't File FY2009 Annual Report on Time
----------------------------------------------------------
Avensys Corporation said October 1 that it is trying to resolve
accounting issues relating to the valuation and presentation of
certain financial statement accounts arising from defaults with a
lender and has been unable to do so to date.  The Company is
currently working with its lender to find a solution to these
defaults.

The preparation of the Company's financial information on a
consolidated basis cannot be completed without resolving these
defaults.  Therefore, at this time, the Company cannot complete
and file its annual report with Pink Sheets Electronic Markets
without incurring undue hardship and expense.

The Company estimates that, for the year ended, June 30, 2009, it
generated revenues of $22.1 million, as compared to $21.6 million
for the year ended, June 30, 2008.

                      About Avensys Corporation

Avensys Corporation -- http://www.avensyssolutions.com/--
operates Avensys Inc., its wholly-owned core subsidiary.  Avensys
Inc., through its manufacturing division Avensys Technologies,
designs, manufactures, distributes, and markets high reliability
optical components and modules as well as FBGs for the telecom
market, and high power devices and sub-assemblies for the
industrial market.  Avensys Technologies also develops packaged
fiber-based sensors.  Avensys Solutions, the other division of
Avensys Inc., is an industry leader in provides instrumentation
and integrated solutions for the monitoring of industrial
processes and environmental surveillance applications for air,
water and soil in the Canadian marketplace.


BABUSKI LLC: Wachovia Dealer Wants 2005 Maserati Quattroporte
-------------------------------------------------------------
Steve Green at Las Vegas Sun reports that Babuski LLC owner Jamal
Eljwaidi, aka Jean Marc El Jwaidi, may lose his 2005 Maserati
Quattroporte to Wachovia Dealer Services Inc.

Las Vegas Sun relates that Wachovia Dealer, claiming that Mr. El
Jwaidi is delinquent on an $82,871 loan calling for monthly
payments of $1,695, is asking the bankruptcy court for permission
to sue over or repossess 2005 Maserati.  Wachovia Dealer said in
court documents that El Jwaidi was $7,725 in arrears on the loan.

Mr. El Jwaidi's lawyers haven't responded to the motion regarding
the 2005 Maserati, says Las Vegas Sun.  The report states that
Mr. El Jwaidi's lawyers are disputing a motion by HSBC Bank that
it be allowed to foreclose on Mr. El Jwaidi's home in the 500
block of South Spruce Canyon Street, near Alta Drive and Hualapai
Way.  The lawyers, according to the report, said that Mr. El
Jwaidi has equity in the home and although he couldn't make the
monthly payments from May through September, "plans to continue to
make the required monthly payments as outlined in the original
loan agreement."  Mr. El Jwaidi will resume paying, so foreclosure
should be blocked because of an April 2007 appraisal showing the
property to be worth $4.5 million, the report states, citing the
lawyers.

According to Las Vegas Sun, HSBC said that Mr. El Jwaidi is behind
by $158,164 for the $2 million loan, issued in May 2005 with
monthly payments of $16,621, and the Debtor has insufficient
equity to avoid foreclosure even though HSBC's more current
information shows the home is worth $2.683 million.

Las Vegas Sun states that Vestin Mortgage, which is seeking to
foreclose on Mr. El Jwaidi's vacant Russell Road land planned to
be developed into PG Plaza, said that the Secretary of State's
Securities Division on Thursday issued a cease and desist order to
Mr. El Jwaidi, Babuski, associated companies, JKG Property
Management and Development, JKG Development, Clint R. Howard, and
John Serabia.

Mr. El Jwaidi, his companies, and some employees have been selling
securities in the form of short-term promissory notes and it is
believed that the workers "are engaging in acts, practices or a
course of business which operates as a fraud in connection with
the sale of securities," Las Vegas says.

A hearing is set for October 14 on the motions regarding the car
and to foreclose on the home, while an October 16 preliminary
hearing is scheduled for the felony criminal case against Mr. El
Jwaidi, Las Vegas Sun reports.

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.


BAOSHINN CORP: Posts $10,270 Net Loss in 2nd Quarter Ended June 30
------------------------------------------------------------------
Baoshinn Corporation reported a net loss of $10,270 on net sales
of $5,462,850 for the second quarter ended June 30, 2009, compared
with a net loss of $21,189 on net sales of $8,712,030 in the same
period of 2008.  The Company attributed the 37.3% decrease in
revenue to the downturn in the global economy.

At June 30, 2009, the Company's consolidated balance sheet showed
$2,315,549 in total assets, $1,559,032 in total liabilities, and
$756,517 in total stockholders' equity.

Full-text copies of the Company's consolidated financial
statements for the three-months ended June 30, 2009, are available
for free at http://researcharchives.com/t/s?4660

                      Going Concern Doubt

Dominic K.F. Chan & Co, in Hong Kong, expressed substantial doubt
about Baoshinn Corporation's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the 9-months period ended December 31, 2008.  The
auditing firm pointed to the Company's recurring net losses.

Based in Kowloon, Hong Kong, Baoshinn Corporation was incorporated
under the laws of the State of Nevada on September 9, 2005, under
the name of JML Holdings, Inc.  Bao Shinn International Express
Limited ("BSIE"), a wholly owned subsidiary of the Company, offers
extended travel services primarily focused on wholesale businesses
and corporate clients.  BSIE is a ticket consolidator of major
international airlines including Thai Airways, Eva Airways, Dragon
Air, Air China, China Southern Airlines and China Eastern Airlines
that provides travel services such as ticketing, hotel and
accommodation arrangements, tour packages, incentive tours and
group sightseeing services.


BEAR STEARNS: Judge to Weigh Lawyer's Conflict of Interest
----------------------------------------------------------
U.S. District Judge Frederic Block scheduled an Oct. 8 hearing to
consider whether a lawyer for Matthew Tannin, a former Bear
Stearns Cos. hedge fund manager accused of fraud, has a conflict
of interest that disqualifies her from participating in the case,
Patricia Hurtado at Bloomberg News reports.

U.S. Prosecutors, according to the report, asked Judge Block to
decide whether the attorney, Nina Beattie, Esq., has a conflict
because she may become a witness to Mr. Tannin's closing of an
e-mail account after the Securities and Exchange Commission began
investigating and ordered him to keep documents.

Mr. Tannin, 47, and Ralph Cioffi, 53, will go to trial Oct. 13 for
participating in a fraud that helped bring down the securities
firm.  Deletion of the messages will be offered as government
evidence.  Google Inc., the mail service provider, has records
showing the messages were "user deleted," evidence of Mr. Tannin's
"consciousness of guilt," prosecutors said.

Ms. Beattie advised Mr. Tannin to close the account, according to
Susan Brune, Esq., another of Mr. Tannin's lawyers and a partner
of Ms. Beattie at Brune & Richard.

"Mr. Tannin's account was closed pursuant to advice of counsel,"
which doesn't prove he had a guilty mind, Ms. Brune said.
"Everything has been preserved," she said. "Mr. Tannin actually
produced it."

                        Defendants' Roles

Mr. Cioffi managed the two funds that collapsed, and Mr. Tannin
was his chief operating officer.

According to Bloomberg, Mr. Cioffi was indicted in 2007 for fraud
that allegedly helped bring down Bear Stearns.  Mr. Cioffi and Mr.
Tannin were indicted for misleading investors about the health of
two hedge funds that failed in July 2007, costing investors
$1.6 billion.  The implosion helped trigger the credit crunch and
the eventual sale of Bear Stearns to JPMorgan Chase & Co.

The case is U.S. v. Cioffi, 08-CR-00415, U.S. District Court,
Eastern District of New York (Brooklyn).

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.


BEARINGPOINT INC: Files New Reorganization Plan After Sales
-----------------------------------------------------------
BearingPoint Inc. filed a new reorganization plan that offers
unsecured creditors 3 to 5 cents on the dollars for their claims.

The disclosure statement explaining the Amended Plan calls for
calls for paying secured claims in full.  Holders of general
unsecured claims aggregating $225,171,340 will recover 2.6% to
5.1% of their allowed claims.  Holders of $203 million worth of
Series C notes and holders of $40 million in FFL notes will get
7.6% to 14.7% of their claims.  Series A and B noteholders owed
$452,121,889 and equity holders may receive beneficial interests
in a liquidating trust, but are currently expected to recover 0%
of their claims or interests.

The Plan updates the one submitted Feb. 18 with the Company's
Chapter 11 petition, which contemplated on a reorganization.
BearingPoint has instead pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

The Official Committee of Unsecured Creditors supports the Amended
Plan, saying that it "provides the highest and best recoveries for
creditors.

Copies of the Amended Plan and Disclosure Statement is available
for free at:

    http://bankrupt.com/misc/BearingPoint_DS_Oct09.pdf
    http://bankrupt.com/misc/BearinPoint_Plan_Oct09.pdf

BearingPoint's initial plan called for secured lenders to swap a
$500 million loan for a $272 million loan and a letter of credit.
Under the earlier plan, unsecured creditors were to get different
classes of common stock.

                           Asset Sales

On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million.  In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku).  The closing
of the PwC Japan Transaction occurred on May 11.

On May 8, 2009, BearingPoint closed the sale of a significant
portion of its assets related to BearingPoint's North American
Public Services business to Deloitte LLP.  BearingPoint received
net proceeds of roughly $329.3 million.

On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets.  In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.

On June 15, 2009, BearingPoint closed the sale of their Commercial
Services Business to PwC.  The purchase price for the PwC U.S.
Transaction was $39 million.  BearingPoint also sold BearingPoint
China GDC to PwC, and anticipates closing the China Transaction
and the PwC India Transaction will close within the next several
months; however, there can be no assurance that the transactions
will be completed.

On July 23, BearingPoint won approval to sell to CSC Brazil
Holdings LLC and Computer Sciences Corporation its consulting
business in Brazil.  CSC agreed to purchase BearingPoint, S.A.,
through the purchase of all issued and outstanding shares of
common stock of BearingPoint Brazil, for a purchase price of
US$7.9 million.  The consummation of the Brazil Transaction was to
occur on or prior to August 7.

As reported by the Troubled Company Reporter on September 7, 2009,
BearingPoint completed the sale of the Company's Europe, Middle
East and Africa practice to its European management team for an
aggregate price of approximately US$69 million in total
consideration.

BearingPoint Australia Pty. Limited, a wholly owned subsidiary of
BearingPoint, Inc., on September 4, 2009, completed the sale of
its consulting business to local management.  BPA MBO Pty Limited,
BPA MBO Asset Pty Limited (as trustee for the BPA MBO Asset Unit
Trust), BPA MBO Services Pty Limited and BPA MBO Trading Pty
Limited agreed to purchase BearingPoint Australia through the
purchase and assumption of certain assets and liabilities of
BearingPoint Australia and for a purchase price of AU$1,000
(exclusive of Australian Goods and Services Tax).  Additional fees
are payable by the MBO team pursuant to a Trademark License
Agreement and Cross-License Agreement.

                         About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.


BERNARD KOSAR: To Liquidate Some Assets; Ex-Wife Wants Trustee
--------------------------------------------------------------
Michael Bathon at Bloomberg News reports that Bernie Kosar, the
former quarterback for the National Football League's Cleveland
Browns, filed a plan to satisfy creditors' claims by liquidating
his bankrupt companies and investments, while retaining some
assets, including his NFL pension and a vehicle.

Mr. Kosar's ex-wife, Babette J. Kosar, wants the Bankruptcy Court
to appoint a trustee to take over the case and liquidate his
assets to distribute to creditors.  Ms. Kosar, owed about
$3 million from a divorce settlement, says her estranged husband
has demonstrated no ability to manage his affairs.

Bernard J. Kosar, Jr., is a former Cleveland Browns and University
of Miami quarterback.  He lives in the Fort Lauderdale suburb of
Weston.  Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar.  Mr. Kosar listed assets between $1 million and
$10 million, and debts between $10 million and $50 million.


BERNARD MADOFF: Judge Delays Ruling on Chais Account Freeze
-----------------------------------------------------------
Irving H. Picard, the liquidator for Bernard L. Madoff Investment
Securities LLC, has agreed to postpone his bid for a court order
affirming his request to freeze the bank accounts of investment
manager and philanthropist Stanley Chais, Erik Larson at Bloomberg
reports.

According to Mr. Chais, the Madoff trustee misrepresented that
money in his Goldman Sachs Inc. account belonged to the estate.
Mr. Picard allegedly wrote a March 6 letter to the bank that
instructed it to freeze the account or face sanctions.

Mr. Picard had requested for a freeze of Mr. Chais' accounts in
order to repay investors if he wins his lawsuit against Chais, who
was one of Madoff's biggest investors.  To recall, as reported by
the TCR on May 4, 2009, Mr. Picard filed a complaint against
Mr. Chais and members of his family to recover more than
$1 billion withdrawn by Mr. Chais from money profited from BLMIS.
Mr. Picard said in court documents that Mr. Chais "knew or should
have known" that they were "reaping the benefits of manipulated
purported returns, false documents and fictitious profits."

The parties met October 6, at the request of Bankruptcy Judge
Burton Lifland, then reached an agreement.  According to the
report, the parties agreed to adjourn until Oct. 22, during which
time Chais will give trustee Irving Picard more documents about
the accounts at Goldman Sachs and City National Bank.

"We have no secrets," Mr. Chais's attorney, Eugene Licker of the
firm Loeb & Loeb LLP, said after the October 6 hearing.  "We'll
give them what they want, not that they have any right to it."

Mr. Picard has already sued a number of investors, including hedge
funds and investment firms that "knew or should have known" that
Mr. Madoff was engaged in fraud.  Mr. Picard also said he is
pursuing avoidance actions or clawback suits against clients,
which included charities, that profited from the fraud at BLMIS,
even if they weren't aware of the $65 billion Ponzi scheme.

Mr. Picard has identified 2,336 account holders at BLMIS that
suffered net losses of more than $13 billion.  Mr. Picard has
received 15,870 claims in total from victims of the fraud.

                      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.).


BIOFUEL ENERGY: Subsidiaries Get Waiver from BNP Paribas
--------------------------------------------------------
Biofuel Energy Corp.'s units won waivers from a credit agreement
and received $9.7 million in new loans from lenders including BNP
Paribas.

On September 29, 2009, Buffalo Lake Energy, LLC and Pioneer Trail
Energy, LLC, together with their direct parent, BFE Operating
Company, LLC, each a wholly owned indirect subsidiary of BioFuel
Energy LLC, entered into a waiver and amendment pursuant to (a)
the Credit Agreement, dated as of September 25, 2006, among BFE
Operating Company, LLC, Buffalo Lake Energy, LLC, and Pioneer
Trail Energy, LLC, BFE Operating Company, LLC as Borrowers' Agent,
the Lenders party thereto, BNP Paribas, as Administrative Agent
and Arranger, and Deutsche Bank Trust Company Americas, as
Collateral Agent and (b) the Collateral Account Agreement, dated
as of September 25, 2006, among the Borrowers, the Borrowers'
Agent, Deutsche Bank Trust Company Americas, as Collateral Agent
and Deutsche Bank Trust Company Americas, as Depositary Agent and
Securities Intermediary.

Under the terms of the Amendment the Lenders have agreed to (i)
waive any previously asserted Defaults or Events of Default under
the Credit Agreement; (ii) immediately advance $3,678,762 to
provide funds for certain capital improvements at the plants and
to pay for professional advisor fees; and (iii) provide up to
$9,742,995 in additional loans which may be used to make future
principal and interest payments under the Credit Agreement.  Prior
loan commitments in an aggregate amount of $1,720,243 were
terminated under the terms of the Amendment.

Upon entering into the Amendment the subsidiaries, which own and
operate the Company's ethanol plants in Wood River, Nebraska and
Fairmont, Minnesota, also converted their outstanding construction
loans, which had provided financing for the construction of the
plants, into term loans that mature in 2014.  Following the
conversion, the subsidiaries made their first principal payment of
$3.2 million to the Lenders, as a result of which $195.4 million
in aggregate principal amount of term loans remained outstanding
as of September 30, 2009.  The Company's working capital loans,
with an aggregate principal amount of $20.0 million outstanding,
were unaffected by the Amendment.

BFE Energy is a direct subsidiary of BioFuel Energy Corp..  BFE
Operating Company, LLC, Buffalo Lake Energy, LLC, and Pioneer
Trail Energy are subsidiaries of BFE Energy.  Neither BFE Energy
nor the Company is a party to the Credit Agreement.

BioFuel Energy Corp. is engaged in the manufacture and sale of
ethanol and its co-products (primarily distillers grain), through
its two ethanol production facilities located in Wood River,
Nebraska, and Fairmont, Minnesota.  The Company's ethanol plants
are owned and operated by the operating subsidiaries of BioFuel
Energy, LLC (the LLC).  The Company produces ethanol at both its
plants, each having a nameplate capacity, based on the maximum
amount of permitted denaturant, of 115 million gallons per year
(Mmgy).  The Company's primary source of revenue is the sale of
ethanol.  It also receives revenue from the sale of distillers
grain, which is a residual co-product of the processed corn and is
sold as animal feed.


BORING GROUP: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Boring Group, LLC
        P.O. Box 1418
        Flowery Branch, GA 30542

Bankruptcy Case No.: 09-24216

Chapter 11 Petition Date: October 5, 2009

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

Judge: Robert Brizendine

Debtor's Counsel: Bradley J. Patten, Esq.
                  Smith, Gilliam, Williams and Miles, P.A.
                  PO Box 1098
                  Gainesville, GA 30503
                  Tel: (770) 536-3381
                  Email: kbyers@sgwmfirm.com

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

According to the schedules, the Company has assets of at least
$1,462,144, and total debts of $999,998.

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/ganb09-24216.pdf

The petition was signed by Richard M. Boring, owner of the
Company.


BW CONYERS LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BW Conyers, LLC
        1337 Old Covington Hwy
        Conyers, GA 30013

Bankruptcy Case No.: 09-86263

Chapter 11 Petition Date: October 5, 2009

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

Debtor's Counsel: Joel M. Haber, Esq.
                  Law Office of Joel M. Haber
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  Email: jmhaber@bellsouth.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
$4,050,000, and total debts of $5,271,607.

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/ganb09-86263.pdf

The petition was signed by Nat Patidar, manager of the Company.


CAMERON FAMILY: Files Chapter 7 Following Shutdown
--------------------------------------------------
Wine-bottle maker Cameron Family Holding Co. filed a Chapter 7
petition after shutting down its manufacturing plant following a
molten glass leak.

"Cameron Family Glass Packaging and the Cameron family deeply
regret having to close the Cameron Family Glass plant, and are
frustrated and saddened by the events that led to the closure,"
the Company said in a Sept. 15 statement on its Web site.

The plant, according to the Company, experienced a catastrophic
furnace failure in January 2009.  The furnace failure, as well as
certain other issues associated with the furnace and the
construction of the plant, directly and negatively affected the
plant's ability to make and sell wine bottles for a substantial
period of time, and hindered its operations in other ways,
necessitating additional operating funds.  Unfortunately, despite
months of discussions and negotiations, Cameron Family Glass was
unable to reach an agreement with its lenders to secure the
necessary additional financing to continue operations, and
therefore had no option other than to shut down the plant.

Claims arising from the furnace failure, as well as other claims
arising from the construction of the plant, are in litigation, the
Company said.

Under Chapter 7 of the bankruptcy code, a trustee is automatically
appointed to liquidate the company's assets for the benefit of its
creditors.

Based in Kalama, Washington, Cameron Family Holding Co. is a wine-
bottle maker.  The Company filed for Ch. 7 on October 5, 2009
(Bankr. D. Del. Case No. 09- 13420).

The Company listed both debt and assets of less than $50,000.
Affiliate Cameron Family Glass Packaging LLC sought protection
with as much as $500 million in both assets and debt.


CAPMARK FINANCIAL: Noteholders Sue Deutsche Bank Unit Over Loan
---------------------------------------------------------------
Ben Bedell at Bloomberg News reports that noteholders, who own
$800 million of Capmark Financial Group Inc. debt, sued a unit of
Deutsche Bank AG, alleging it improperly allowed the real estate
lender to incur a new loan to pay off the bank's parent.

Deutsche, in its capacity as agent for the noteholders, agreed to
a new $1.5 billion secured loan for Capmark without also providing
collateral to the noteholders, as required by their agreement,
according to a complaint filed October 1 in New York state court.
The noteholders say Deutsche neither informed them about or
obtained their consent for the May 2009 loan.

The notes held by the plaintiffs are currently trading at 21 to
23.5 cents on the dollar, according to Bloomberg data.

Capmark Financial Group Inc. on September 2 reported a net loss of
$1.6 billion for the quarter ended June 30, 2009 compared with a
net income of $11.5 million for the quarter ended June 30, 2008.

Capmark said September it has been in discussions with its lenders
and the representatives of a number of senior noteholders
regarding a restructuring of its primary debt obligations.  As
part of a longer-term restructuring, Capmark has been exploring
strategic alternatives for all of its businesses.  Capmark said
restructuring efforts may include a reorganization under Chapter
11 of the U.S. Bankruptcy Code, the sale of certain additional
businesses and/or a material contribution of cash and/or assets
into Capmark Bank, Capmark's wholly-owned industrial bank
subsidiary chartered by the State of Utah.

Capmark has entered into an asset-put agreement with Warren
Buffett's Berkshire Hathaway Inc. that gives it the right to sell
its North American servicing and mortgage-banking businesses.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                           *     *     *

In September 2009, Fitch Ratings downgraded the long-term Issuer
Default Ratings of Capmark Financial Group to 'C' from 'B-' and
Capmark Bank to 'CC' from 'B-'.  An IDR of 'C' indicates that
default of some kind appears imminent or inevitable.

Standard & Poor's Ratings Services also lowered its ratings on
Capmark Financial, including lowering the local-currency, long-
term corporate credit rating on the company to 'CC' from 'B-'.

Capmark Financial carries a 'Caa1' rating from Moody's.

Capmark has total assets of $20 billion against total debts of
$21 billion as of June 30, 2009.


CANWEST GLOBAL: Files for Creditor Protection in Canada
-------------------------------------------------------
Canwest Global Communications Corp., Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries (the "CMI Entities"), have
voluntarily entered into, and successfully obtained an Order from
the Ontario Superior Court of Justice (Commercial Division)
commencing proceedings under the Companies' Creditors Arrangement
Act.

The CMI Entities' commencement of these proceedings was undertaken
in furtherance of a proposed recapitalization transaction that is
supported by over 70% of holders of the 8% senior subordinated
notes issued by CMI.

The CMI Entities' operations will continue uninterrupted during
the recapitalization process and obligations to employees and
suppliers of goods and services provided after the filing date
will continue to be met after the filing date. Canwest management
remains responsible for the day-to-day operations of the CMI
Entities. The Company also announced that it has secured debtor-
in-possession ("DIP") financing of up to $100 million. The
additional liquidity provided by the proceeds from the sale of TEN
Network Holdings Limited's shares, combined with the Company's
operating revenue and the DIP financing are intended to provide
sufficient liquidity to meet ongoing obligations and ensure that
normal operations continue without interruption while the
Recapitalization Transaction is implemented.

"Throughout this process, all our operations will continue
uninterrupted," Canwest President and CEO Leonard Asper said. "We
are firmly committed to moving quickly to restructure the company
and emerge from creditor protection financially stronger and more
competitive."

As a term of the Initial Order, FTI Consulting Canada Inc., will
serve as the Court-appointed Monitor in the CCAA proceedings to
oversee the operations of the CMI Entities and report to the Court
during the recapitalization. The Monitor will also assist the
Company in implementing its restructuring plan.

A special committee of the Canwest Board of Directors will oversee
this process and it has retained Mr. Hap S. Stephen as a Chief
Restructuring Advisor to lead and manage the restructuring
process. Regular operations will continue to be managed by
existing management.

                      About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A,) --
http://www.canwest.com-- is Canada's largest media company. In
addition to owning the Global Television Network and 23 industry-
leading specialty channels, Canwest is Canada's largest publisher
of English language paid daily newspapers and owns and operates
more than 80 online properties.

At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.


CANWEST GLOBAL: Has Restructuring Deal With Noteholders
-------------------------------------------------------
Canwest Global Communications Corp. has entered into an agreement
with members of the ad hoc committee of 8% senior subordinated
noteholders of Canwest Media Inc. pursuant to which it intends to
pursue a recapitalization transaction.

The proposed recapitalization transaction is supported by members
of the Ad Hoc Committee representing over 70% of the 8% senior
subordinated notes issued by CMI and represents the culmination of
arm's length discussions between the CMI Entities and the Ad Hoc
Committee. A Support Agreement and Recapitalization Term Sheet,
which contains the summary terms and conditions of the proposed
recapitalization of the CMI Entities, has been executed by CMI
Entities and the Ad Hoc Committee (the "Recapitalization
Agreement"). The recapitalization transaction will ensure that a
recapitalized CMI will be a stronger industry competitor with a
renewed financial outlook.

The Company believes that entering into this agreement and
implementing a Court supervised and consensual recapitalization
plan represents the best alternative for the long-term interests
of the CMI Entities, its approximately 1,700 employees, suppliers,
customers and other stakeholders.

To advance the recapitalization transaction and in accordance with
the Recapitalization Agreement, the Canwest Board has authorized
certain Canwest business units including Canwest, CMI, Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World) as well as The National
Post Company (the "CMI Entities") to voluntarily file for creditor
protection under the Companies' Creditors Arrangement Act ("CCAA")
in order to implement the recapitalization plan.

The CMI Entities' operations will continue uninterrupted during
the recapitalization process. The CMI Entities' have approximately
$65 million of cash (following the recent sale of the shares of
Ten Network Holdings Limited) and have arranged debtor-in-
possession ("DIP") financing of up to $100 million to enable its
business units to meet their obligations to employees and
suppliers of goods and services provided after the filing date.

"This pre-packaged financial restructuring is intended to minimize
business disruption and preserve the value of these business
operations,'' Canwest President and CEO Leonard Asper said.
"Because it has the support of the Ad Hoc Committee, we believe
that we can use the stability offered by the CCAA to implement
this plan in four to six months, which will renew the financial
prospects of our operations and put Canwest on a stronger footing
for the future."

Under the proposed recapitalization, creditors of the CMI Entities
whose claims are compromised under the plan of arrangement,
including the holders of the CMI 8% Notes, will receive common
shares of a restructured Canwest. Existing shareholders of the
Company will receive 2.3% of the shares of a restructured Canwest.
It will be necessary for the Company to obtain new equity
financing in the amount of at least $65 million. The percentage of
the equity of a restructured Canwest to be received by affected
creditors will be dependent on the percentage of equity sold to
new investors. Leonard Asper and members of his family have
reached an agreement with the Ad Hoc Committee on terms which the
Ad Hoc Committee would support for the investment by the Asper
family of up to $15 million in connection with the
recapitalization. The Asper family's commitment would be subject
to a number of conditions, including securing a co-investment from
one or more Canadians, acceptable to all parties. Canwest has not
made any determination with respect to the terms of any proposed
equity investment by the Aspers or any other parties but welcomes
the commitment of the Asper family to assist Canwest in achieving
a successful recapitalization.

The Support Agreement contemplates that the CMI Entities will work
with the members of the Ad Hoc Committee to pursue a plan of
arrangement in order to implement the proposed recapitalization,
which will be subject to the approval of the creditors of the CMI
Entities at a meeting of creditors to be held this year as well as
various regulatory approvals, including the approval of the
Canadian Radio-television and Telecommunications Commission and
the Toronto Stock Exchange, and the approval of the Court.

The support of the proposed recapitalization by the Ad Hoc
Committee is subject to the satisfaction of a number of conditions
and the Support Agreement may be terminated in certain events.

Protection under the CCAA will provide the CMI Entities with the
time and stability to implement an orderly consensual
recapitalization transaction while continuing their day-to-day
operations. This CCAA filing only applies to the CMI Entities
whose businesses account for approximately 30% of the Company's
revenues. The filing does not include CW Media's stable of
specialty channels acquired from Alliance Atlantis in 2007,
TVtropolis, Mystery TV or Men TV. Canwest Limited Partnership -
the Company's Canadian publishing and associated online and mobile
operations - has also been excluded from the filing. As previously
announced, Canwest Limited Partnership has entered into a
forbearance agreement with its senior lenders to October 31, 2009.
During this period, the senior lenders of the Limited Partnership
have agreed, subject to certain conditions, not to exercise their
legal right on debts owed by the Limited Partnership. (See
Backgrounder at the end of the release for a complete listing of
properties covered by and outside the filing.)

"Throughout this process, all our operations will continue
uninterrupted including a strong programming lineup on Global and
our specialty channels,'' Mr. Asper said. "Our business operations
remain strong and our stable of media brands continue to lead
their markets."

He added: "As always, our priority remains serving our customers -
the 20 million Canadians who turn to us every week as their source
of news, information and entertainment as well as the advertisers
who rely on Canwest brands to deliver the audiences that they want
to reach."

The Company will continue its discussions with a number of its key
stakeholders and third parties together with representatives of
the Ad Hoc Committee as it pursues the proposed recapitalization.

                      About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A,) --
http://www.canwest.com-- is Canada's largest media company. In
addition to owning the Global Television Network and 23 industry-
leading specialty channels, Canwest is Canada's largest publisher
of English language paid daily newspapers and owns and operates
more than 80 online properties.

At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.


CECELIA JOHNSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cecelia N. Johnson
        6448 S. Eberhart
        Chicago, IL 60637

Bankruptcy Case No.: 09-37011

Chapter 11 Petition Date: October 5, 2009

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

Debtor's Counsel: Forrest L. Ingram, Esq.
                  Forrest L. Ingram, P.C.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  Email: fingram@fingramlaw.com

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

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

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

             http://bankrupt.com/misc/ilnb09-37011.pdf

The petition was signed by Ms. Johnson.


CEDAR SPRINGS BUILDING: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Cedar Springs Building Management, Ltd.
           fka Cedar Springs Management, Ltd.
        3514 Cedar Springs Road
        Dallas, TX 75219

Bankruptcy Case No.: 09-36705

Chapter 11 Petition Date: October 5, 2009

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

Debtor's Counsel: Robert Yaquinto Jr., Esq.
                  Sherman & Yaquinto, LLP
                  509 N. Montclair Ave.
                  Dallas, TX 75208-5498
                  Tel: (214) 942-5502
                  Email: rob@syllp.com

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

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

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

The petition was signed by Francis B. Marjorie.


CHRYSLER LLC: Says Dealers' Appeals Are Inaccurate
--------------------------------------------------
Old Carco LLC, formerly Chrysler LLC, which has sold its business
to Fiat S.p.A., is opposing a request by Crain CDJ LLC and seven
dealerships in Wisconsin for certification of an appeal directly
to the Second Circuit on a ruling that terminated their dealership
contracts.

"There are no unsettled questions or exigent circumstances that
require certification of the Appellants' appeals," lawyers for
Chrysler wrote in a court filing, Tiffany Kary at Bloomberg News
reported.  OldCarco says the dealers' claims are "inaccurate or
overstated."

Wisconsin dealers, on the other hand, insist in their request for
a direct appeal that if they can't win the right to keep selling
cars, they will suffer "irreparable harm."  According to
Bloomberg, the dealers also said their case is "beyond the scope
of the bankruptcy code," and presents novel issues about whether a
bankruptcy court can bar actions by two non-bankrupt companies.

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

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

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

                      About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Labor Dept. Seeks Exemption for Health Care Plan
--------------------------------------------------------------
ABI reports that the Labor Department said Friday that it was
seeking an exemption to facilitate Chrysler's move under
bankruptcy proceedings to transfer company securities into a new
retiree health care trust that would cover 120,000 Chrysler
retirees and dependents.

The U.S. Supreme Court in June rejected an appeal by consumer
groups and three Indiana pension plans to block Chrysler LLC's
sale to an entity owned by Fiat SpA and the U.S. and Canadian
governments.  The retirees' health-care trust, owed $10.6 billion,
was a junior creditor but it received a $4.6 billion note and
stock in the new entity.  Major secured creditors agreed to take
about $2 billion for their original $6.9 billion in claims.

                        About Chrysler LLC

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

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

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

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

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


CIENA CORP: To Buy Nortel's Optical/Carrier Ethernet Assets
-----------------------------------------------------------
Ciena Corporation confirmed that it is in advanced discussions to
acquire substantially all of the optical networking and carrier
Ethernet assets of Nortel's Metro Ethernet Networks business.  The
outcome of these discussions is uncertain and subject to
negotiation of definitive agreements.  Any agreements would be
subject to a competitive bidding process under the United States
Bankruptcy Code and the Canadian Companies' Creditors Arrangement
Act.

As reported by the TCR on Oct. 1, Nortel is selling its global
GSM/GSM-R business at an "open auction".  Nortel is a leading
supplier of GSM networks and has worked with operators worldwide
on implementing the GSM family of access technologies including
GSM/GPRS/EDGE.  Bids are due November 5.

Nortel is also auctioning its carrier Networks business associated
with the development of Next Generation Packet Core network
components.  The Packet Core Assets consist of software to support
the transfer of data over existing wireless networks and the next
generation of wireless communications technology.  Nortel proposes
an October 16 deadline for competing bids.

The U.S. and Canadian bankruptcy courts on September 16 approved
the sale of Nortel Networks' Enterprise Solutions business to
Avaya Inc.  Avaya emerged the winning bidder at the auction where
it offered to pay US$900 million in cash to Nortel, with an
additional pool of US$15 million reserved for an employee
retention program.  Avaya originally offered US$475 million.

The Bankruptcy Court and Canadian Courts on July 28, 2009,
approved the US$1.13-billion sale of a portion of Nortel's
wireless technology to Telefonaktiebolaget LM Ericsson.

                         About Ciena Corp.

Ciena Corp. specializes in practical network transition. We offer
leading network infrastructure solutions, intelligent software and
a comprehensive services practice to help our customers use their
networks to fundamentally change the way they compete.  With a
global presence, Ciena leverages its heritage of practical
innovation to deliver maximum performance and economic value in
communications networks worldwide.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 31, 2009, Standard & Poor's Ratings Services said that it
revised its outlook on Linthicum, Maryland-based Ciena Corp. to
negative from stable, based on S&P's expectation that credit
protection measures will weaken significantly, given S&P's view of
the company's near-term operating prospects.  In addition,
Standard & Poor's affirmed the corporate credit and senior
unsecured ratings at 'B+'.


CIT GROUP: Delaware Unit Noteholders Sue for Fraudulent Conveyance
------------------------------------------------------------------
CIT Group Inc. said in a regulatory filing that on September 23,
2009, holders of unsecured notes issued by its Delaware Funding
unit, a guarantor under its $3 billion senior credit facility,
filed an action in the U.S. District Court for the Southern
District of New York on behalf of themselves and other
noteholders.  The lawsuit alleges, among other things, that
Delaware Funding was insolvent at the time that the secured
guarantee was incurred in connection with the Senior Credit
Facility, or was rendered insolvent thereby, and seeks to annul as
a fraudulent conveyance the secured guarantee.  The defendants to
the suit are Delaware Funding, Barclays Bank PLC, as
administrative agent and collateral agent, Barclays Capital, Inc.,
as sole lead arranger, sole bookrunner and syndication agent, and
the lenders under the senior credit facility.

In addition, on September 23, 2009, a number of holders of
unsecured notes issued by Delaware Funding filed a derivative
action in the Court of Chancery of the State of Delaware, on
behalf of Delaware Funding, against members of the board of
managers of Delaware Funding, and naming Delaware Funding as a
nominal defendant.  The lawsuit alleges that members of the board
of managers of Delaware Funding breached their fiduciary duty by
approving the secured guarantee incurred in connection with the
Senior Credit Facility and seeks to recover damages.

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

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

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

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

                       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 on October 1 announced a restructuring plan built upon
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.

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.


CIT GROUP: Restructuring May Hurt U.S. Treasury Stake
-----------------------------------------------------
A proposed restructuring at CIT Group may result in losses for the
U.S. Treasury, which invested $2.3 billion in the company, the
Financial Times reported, citing unidentified people.  The U.S.
stake would be wiped out if CIT declares bankruptcy, the FT said.

According to Caroline Salas and Pierre Paulden at Bloomberg,
citing person familiar with the matter, CIT Group, in case it
files for bankruptcy, may receive a loan of about $6 billion as
soon as next week from bondholders that provided $3 billion of
emergency financing in July.  The original loan pays annual
interest of at least 13%.  The new financing may have a lower
interest rate, the person said.

CIT Group's restructuring plan proposes to exchange unsecured
notes for secured debt maturing later and preferred stock.
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.

              Investors Should Reject Swap, Egan Says

Bondholders should reject attempts by CIT Group to swap bonds, as
the exchange won't help the company return to profitability, said
Egan-Jones Ratings Co., according to reporting by Bloomberg.
Bondholders should hold their investments because the debt
is worth more if the New York-based company is liquidated, Egan-
Jones President Sean Egan said in a telephone interview with
Bloomberg.  Creditors could realize 82.5 cents on
the dollar upon liquidation, he said.

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

                       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 on October 1 announced a restructuring plan built upon
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.

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.


CITIGROUP INC: To Issue Currency-Linked Notes Due 2012
------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
documents relating to the issuance by Citigroup Funding Inc. of
Principal-Protected Notes Based Upon a Basket of Currencies Due
_____, 2012, at $10 per Note.

The Notes combine the investment characteristics of debt and
currency investments and pay an amount at maturity that will
depend on the percentage change in the value of a basket of six
currency exchange rates: the euro, the Japanese yen, the British
pound, the Canadian dollar, the Swedish krona and the Swiss franc,
each relative to the U.S. dollar.  The contribution of each of the
six Basket Currency Exchange Rates will be calculated within the
Underlying Basket by using an Exponential Allocation which will be
different for each Basket Currency Exchange Rate and will be equal
to 0.5760 for the U.S. dollar/euro exchange rate, 0.1360 for the
U.S. dollar/Japanese yen exchange rate, 0.1190 for the U.S.
dollar/British pound exchange rate, 0.0910 for the U.S.
dollar/Canadian dollar exchange rate, 0.0420 for the U.S.
dollar/Swedish krona exchange rate and 0.0360 for the U.S.
dollar/Swiss franc exchange rate.

A full-text copy of the pricing supplement is available at no
charge at http://ResearchArchives.com/t/s?4667

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4668

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

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

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

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


CLASSICSTAR LLC: Wrongfully Sold Land and Horses, Liquidator Says
-----------------------------------------------------------------
James Lyon, the liquidator for ClassicStar LLC, told the
Bankruptcy Court that former ClassicStar manager Tony Ferguson
arranged the $18.4 million sale to Woodford Thoroughbreds LLC, a
new entity that he formed, three months before he signed
ClassicStar's September 2007 Chapter 11 petition, Erik Larson at
Bloomberg reports.

"Woodford was formed in April 2007 to carry out perhaps the final
step in Ferguson's practice of looting the debtor of its assets,
this time the transfer of the debtor's thoroughbred broodmares and
nearly 600 acres of Kentucky farmland," Mr. Lyon, who is hunting
ClassicStar's assets to repay investors, said in the filing.

The filing was in response to Mr. Ferguson's motion to dismiss the
Chapter 11 case.  In the Aug. 27 motion to dismiss, Mr. Ferguson
said Mr. Lyon failed to properly explain why the sale was a so-
called fraudulent transfer of assets, the proceeds of which can be
recovered under bankruptcy law.

In June, Mr. Lyon sued Mr. Ferguson and about 50 other individuals
and firms linked to ClassicStar, including former owner Geostar
Corp. and then-affiliate Gastar Exploration Ltd., both of which
were partly owned by Ferguson.  They allegedly misrepresented
herding horses as thoroughbreds, sold rights to nonexistent
horses, lied about the tax benefits of the leases and coerced
customers into buying rights in Gastar projects.  Former
customers sued the companies for fraud, while bankruptcy claims
against ClassicStar total more than $1 billion.

                       About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The company also leased horses and
rents out the reproductive systems of select thoroughbred mares.
The company filed for Chapter 11 protection Sept. 14, 2007 (Bankr.
E.D. Ky. Case No.07-51786).  James W. Gardner, Esq., at Henry Watz
Gardner Sellars & Gardner, PLLC, represents the Debtor.  The U.S.
Trustee for Region 8 appointed creditors to serve on an Official
Committee of Unsecured Creditor in this case.  Elizabeth Lee
Thompson, Esq., at Stites & Harbison, PLLC, represents the
Committee.  The Debtor posted assets of $227 million, comprised of
account receivable owed to National Equine Lending Corp., and
debts of $72.7 million.

In April 2008, the Hon. William S. Howard of the United States
Bankruptcy Court for the Eastern District of Kentucky converted
ClassicStar LLC's Chapter 11 case to a Chapter 7 liquidation
proceeding.  The U.S. Trustee for Region 8, asked for the
conversion, saying there is no reasonable likelihood that the
Debtor will propose a bankruptcy plan.


CLEARPOINT BUSINESS: Registers 3,710,825 Shares for Resale
----------------------------------------------------------
ClearPoint Business Resources, Inc., filed a preliminary
prospectus on September 23, 2009, relating to the resale by
selling security holders of up to 3,710,825 shares of the
Company's common stock, $0.0001 par value per share, issuable upon
the exercise of warrants issued in connection with financing
transactions.

Each warrant is exercisable into one share of the Company's common
stock.  The exercise price related to the warrants to purchase, in
the aggregate, 3,410,825 shares of the common stock is $0.01 per
share, and the exercise price related to the warrant to purchase
300,000 shares of the common stock is $1.00 per share.  The
Company may receive proceeds from the exercise of the warrants but
not from the resale of shares of the common stock by the selling
security holders.

The common stock is quoted on The OTC Bulletin Board under the
symbol "CPBR.OB."

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

                http://ResearchArchives.com/t/s?4663

                       Going Concern Opinion

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
June 30, 2009, the Company had an accumulated deficit of
$55,412,191 and working capital deficiency of $8,904,055.
Although the Company restructured its debt and obtained new
financing in the third quarter of 2009, cash projected to be
generated from operations may not be sufficient to fund operations
and meet debt repayment obligations during the next 12 months.  To
meet its future cash and liquidity needs, the Company may be
required to raise additional financing and restructure existing
debt.  There is no assurance that the Company will be successful
in obtaining additional financing and restructuring its existing
debt.  If the Company does not generate sufficient cash from
operations, raise additional financing and restructure existing
debt, there is substantial doubt about the ability of the Company
to continue as a going concern.

During the six months ended June 30, 2009, ClearPoint did not make
certain required payments under the Loan Agreement with ComVest,
the Blue Lake Note, the Sub Notes payable to Sub Noteholders and
the StaffBridge Note.

                About ClearPoint Business Resources

ClearPoint Business Resources, Inc., is a workplace management
solutions company.  Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies.  The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market.  ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.

As of June 30, 2009, the Company had $3,492,403 in total assets
and $26,262,146 in total liabilities, resulting in $22,769,743 in
stockholders' deficit.


CLEARPOINT BUSINESS: Settles Alliance Consulting Lawsuit
--------------------------------------------------------
Alliance Consulting Group Associates, Inc., on April 25, 2008,
filed a complaint in the Court of Common Pleas (Montgomery County,
Pennsylvania), against ClearPoint Resources, Inc., ClearPoint
Business Resources, Inc.'s wholly owned subsidiary, alleging that
CPR failed to honor certain of its contractual obligations to pay
Alliance for services rendered under a Professional Services
Master Agreement, dated June 18, 2007.  Namely, Alliance alleged
that CPR had failed to pay approximately $600,000.

On September 17, 2009, CPR and Alliance Global Services, LLC, as
successor to Alliance, entered into a Settlement Agreement and
Release of Claims.  Pursuant to the Settlement Agreement, CPR paid
$50,000 to Alliance and agreed to pay Alliance an aggregate of
$150,000 in 24 equal monthly installments beginning on April 15,
2010.  In the event CPR fails to make any payment due under the
Settlement Agreement, Alliance may, after providing CPR with prior
written notice and five business days' opportunity to cure,
confess judgment against CPR in the amount of $300,000.

The Settlement Agreement also includes various other provisions
customary for an agreement of this nature.

                       Going Concern Opinion

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
June 30, 2009, the Company had an accumulated deficit of
$55,412,191 and working capital deficiency of $8,904,055.
Although the Company restructured its debt and obtained new
financing in the third quarter of 2009, cash projected to be
generated from operations may not be sufficient to fund operations
and meet debt repayment obligations during the next 12 months.  To
meet its future cash and liquidity needs, the Company may be
required to raise additional financing and restructure existing
debt.  There is no assurance that the Company will be successful
in obtaining additional financing and restructuring its existing
debt.  If the Company does not generate sufficient cash from
operations, raise additional financing and restructure existing
debt, there is substantial doubt about the ability of the Company
to continue as a going concern.

During the six months ended June 30, 2009, ClearPoint did not make
certain required payments under the Loan Agreement with ComVest,
the Blue Lake Note, the Sub Notes payable to Sub Noteholders and
the StaffBridge Note.

                About ClearPoint Business Resources

ClearPoint Business Resources, Inc., is a workplace management
solutions company.  Through the iLabor Network, ClearPoint
provides services to clients ranging from small businesses to
Fortune 500 companies.  The iLabor Network specializes in the
highly transactional "go to work" or "on-demand" segment of the
temporary labor market.  ClearPoint considers the hospitality,
distribution, warehouse, manufacturing, logistics, transportation,
convention services, hotel chains, retail and administrative
sectors among the segments best able to be served by the iLabor
Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.

As of June 30, 2009, the Company had $3,492,403 in total assets
and $26,262,146 in total liabilities, resulting in $22,769,743 in
stockholders' deficit.


COLONIAL BANCGROUP: Court Imposes Restrictions on Some Transfers
----------------------------------------------------------------
The Colonial BancGroup, Inc. won an order from the U.S. Bankruptcy
Court for the Middle District of Alabama, Northern Division,
imposing procedures and restrictions on trading in the Debtor's
common stock and preferred stock, in order to preserve the
Debtor's net operating loss carryforwards and certain other tax
attributes for purposes of the Internal Revenue Code of 1986, as
amended.

These restrictions are effective as of August 26, 2009, 11:13 a.m.
central time.  These restrictions apply to:

  (A) substantial equityholders, i.e. any person or entity who
      beneficially owns, on or after the Effective Date at least

        (i) 9,630,245 shares of Colonial Common Stock,

       (ii) 14,250 shares of Colonial Preferred Stock
            (representing approximately 4.75% of all issued and
            outstanding shares of Colonial Preferred Stock ), or

      (iii) 4.75% of any combination of the shares of Colonial
            Stock and

  (B) any person or entity who as a result of a transfer on or
      after the Effective Date would become a Substantial
      Equityholder.

Whether a person or entity "beneficially owns" shares of Colonial
Stock all be determined in accordance with applicable rules under
Section 382 of the Tax Code, the Treasury Regulations and rulings
issued by the Internal Revenue Service, and, to the extent
provided in those rules, from time to time will include, without
limitation, direct and indirect ownership, ownership by a holder's
family members and any group of persons acting pursuant to formal
or informal understandings to make a coordinated acquisition of
stock, and in certain cases, the ownership of an Option to acquire
Colonial Stock.  An "Option" to acquire Colonial Stock includes
any contingent purchase, warrant, convertible debt, put, stock
subject to risk of forfeiture, contract to acquire such stock, or
similar interest regardless of whether it is contingent or
otherwise not currently exercisable.

Any acquisition, disposition or other transfer in violation of the
Restrictions shall be null and void ab initio as an act in
violation of the automatic stay under Section 363 of the
Bankruptcy Code and may lead to contempt, compensatory damages,
punitive damages or sanctions being imposed by the Court.  A brief
outline of the actions required under the Restrictions is provided
below.  However, all persons and Entities considering an
acquisition, disposition or other transfer of Colonial Stock on or
after the Effective Date are directed to the Interim Order to
determine the precise scope and details of the Restrictions:

(1) Notice of Substantial Colonial Stock Ownership.  Any
    Substantial Equityholder shall "File and Serve" a Notice of
    Substantial Stock Ownership, using the form that can be
    obtained at http://www.phrd.com/forms.aspx,on or before
    the date that is the later of (a) 10 days after the entry
    of the Interim Order or any subsequent final order, as
    applicable, and (b) 10 days after that person or Entity
    qualifies as a Substantial Equityholder.

(2) Acquisition of Colonial Stock or Options.  At least 15
    business days prior to the proposed date of any transfer
    of Colonial Stock that would result in an increase in the
    amount of Colonial Stock beneficially owned by any person
    or Entity that currently is or subsequently becomes a
    Substantial Equityholder or that would result in a person
    or Entity becoming a Substantial Equityholder, such person,
    Entity or Substantial Equityholder shall File and Serve a
    Notice of Intent to Purchase, Acquire, or Otherwise
    Accumulate or Transfer Colonial Stock, using the form that
    can be obtained at http://www.phrd.com/forms.aspx

(3) Disposition of Colonial Stock or Options.  At least 15
    business days prior to the proposed date of any transfer
    or other disposition of Colonial Stock that would result in
    a decrease in the amount of Colonial Stock beneficially
    owned by a Substantial Equityholder or that would result in
    a person or Entity ceasing to be a Substantial Equityholder,
    such person, Entity or Substantial Equityholder will File
    and Serve a Notice of Intent to Sell, Trade, or Otherwise
    Transfer Colonial Stock, using the form that can be obtained
    at http://www.phrd.com/forms.aspx

(4) Objection Procedures.  The Debtor and any Official Committee
    of Unsecured Creditors appointed in the Case will have 10
    business days after the filing of an Equity Trading Notice to
    file with the Court and serve on a Proposed Equity Transferee
    or a Proposed Equity Transferor, as the case may be, an
    objection to any proposed transfer of Colonial Stock on the
    grounds that such transfer may adversely affect the
    Debtor's ability to utilize the Tax Attributes as a result
    of an ownership change under section 382 or section 383 of the
    Tax Code.  If an objection is timely filed, the Proposed
    Equity Transaction will not be effective unless approved by a
    final and nonappealable order of the Court.  Absent an
    objection, the transaction may proceed.

On November 17, 2009, the Court will hold a Final Hearing to
consider any objections to these restrictions or other relief
requested by the Debtor.  To object, you must File and Serve a
written objection by no later than November 5, 2009.

"File and Serve" means, with respect to the filing of any
documents with the court, to:

(a) file the document with the Clerk of the Court, located at
    Frank M. Johnson, Jr. Federal Building and United States
    Courthouse, One Church Street, Montgomery, Alabama 36104;
    and

(b) serve a copy of the document on the date the action is
    required so that it is received by no later than 5:00 p.m.
    (prevailing central time) by the following:

    (i)  The Colonial BancGroup, Inc.,
         c/o Kevin O'Halloran,
         CRO, P. O. Box 723657,
         Atlanta, Georgia 31139;

   (ii)  Parker, Hudson, Rainer & Dobbs LLP,
         attorneys for the Debtor,
         1500 Marquis Two Tower,
         285 Peachtree Center Avenue, N.E.,
         Atlanta, Georgia 30303; and

   (iii) the Office of the Bankruptcy Administrator,
         Frank M. Johnson, Jr.
         Federal Building and United States Courthouse,
         One Church Street, Suite 103,
         Montgomery, Alabama 36104.

                  About Colonial BancGroup

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

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

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


COLONY BEACH & TENNIS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Colony Beach & Tennis Club, Ltd.
        1620 Gulf of Mexico Dr.
        Longboat Key, FL 34228

Bankruptcy Case No.: 09-22611

Chapter 11 Petition Date: October 5, 2009

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

Judge: K. Rodney May

Debtor's Counsel: Roberta A. Colton, Esq.
                  PO Box 1102
                  Tampa, FL 33601
                  Tel: (813) 227-7486
                  Fax: (813) 229-6553
                  Email: racolton@trenam.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/flmb09-22611.pdf

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


CONGOLEUM CORP: Insurers Fall Short in Congoleum Appeal
---------------------------------------------------------
Law360 reports that a federal judge has refused to certify an
appeal brought by a consortium of insurers involved in flooring
company Congoleum Corp.'s bankruptcy case, hoping to keep the
proceedings moving after years of setbacks and delays.

As reported by the TCR on Sept. 29, 2009, a consortium of
insurers, including TIG Insurance Co., U.S. Fire Insurance Co. and
Old Republic Insurance Co., have appealed a district court's
ruling to overturn a dismissal by the bankruptcy court of
Congoleum's Chapter 11 case.

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

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

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

                       About Congoleum Corp

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

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

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

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

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

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

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

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

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order.


COREL CORP: Reports $529,000 Third Quarter 2009 Net Income
----------------------------------------------------------
Corel Corporation reported financial results for its third quarter
ended August 31, 2009.  Revenues in the third quarter of fiscal
2009 were $47.4 million, compared to $66.2 million in the third
quarter of fiscal 2008.

Corel posted net income of $529,000 for the three months ended
August 31, 2009, from net income of $1.59 million for the same
period a year ago.  Corel posted a net loss of $5.13 million for
the nine months ended August 31, 2009, from net income of
$2.49 million for the same period a year ago.

GAAP net income in the third quarter of fiscal 2009 was $500,000
or $0.02 per basic and diluted share, compared to GAAP net income
of $1.6 million or $0.06 per basic and diluted share, in the third
quarter of fiscal 2008.

Non-GAAP adjusted net income for the third quarter of fiscal 2009
was $7.2 million, or $0.27 per diluted share, compared to non-GAAP
adjusted net income for the third quarter of fiscal 2008 of
$10.2 million, or $0.39 per diluted share.  Non-GAAP adjusted
EBITDA in the third quarter of fiscal 2009 was $9.6 million,
compared to $15.8 million in the third quarter of fiscal 2008.

At August 31, 2009, the Company had $189.7 million in total assets
against $199.7 million in total liabilities, resulting in
$10.0 million in shareholders' deficit.

Corel's working capital deficiency at August 31, 2009, was
$10.5 million, an increase of $7.7 million from the November 30,
2008, working capital deficiency of $2.8 million.

"In the third quarter, Corel demonstrated not only strong
financial management through a difficult period, but also our
commitment to innovation," said Kris Hagerman, Corel CEO.  "Our
release of Corel Digital Studio taps into the dramatic growth of
digital photo capture and video creation, and makes it much easier
for consumers to make the most of their digital memories.  By
delivering a better user experience and superior value, we believe
we will be well positioned as the economy improves and consumer
confidence returns."

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?465c

                         About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The Company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The Company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the Company's global e-
Stores, and the Company's international network of resellers and
retail vendors.

The Company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The Company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan, and Japan.


COREL CORP: S&P Changes Outlook to Negative, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Ottawa-based packaged software provider Corel Corp. to negative
from stable.  At the same time, S&P affirmed the ratings,
including the 'B' long-term corporate credit rating on the
company.  At Aug. 31, 2009, Corel had US$119 million of reported
debt outstanding.

"The outlook revision reflects S&P's concern about the company's
financial flexibility given weakened liquidity and tightening
financial covenant headroom stemming from Corel's weak operating
results in recent quarters," said Standard & Poor's credit analyst
Madhav Hari.

Notwithstanding a possible cure for a potential covenant violation
in the next few quarters (by debt reduction or an equity cure),
Standard & Poor's remains concerned about Corel's liquidity in the
medium term given the reduced level of available cash as well as
step-downs of financial covenants governing the company's secured
bank debt.

"The ratings on Corel reflect what S&P view as the company's
vulnerable business risk profile reflecting its weak market
position within the highly competitive packaged software industry;
weak pricing power; the short life span of such products in
general; and, more recently, the impact of the global recession on
the company's revenue and profitability," Mr.  Hari added.

The ratings also reflect what Standard & Poor's considers an
aggressive financial risk profile primarily owing to what S&P
considers an aggressive financial policy given Corel's ownership
by private equity sponsor Vector Capital and the company's
weakened liquidity.  S&P believes these factors are partially
offset by Corel's brand recognition as a viable alternative to
globally dominant packaged software offerings; its sizable and
diverse installed base; improving product, geographic, and
distribution diversification; solid relationships with large PC
original equipment manufacturers; and still-healthy credit
protection metrics for the current rating level.

Corel is a developer of graphics, productivity, and digital media
packaged software with more than 100 million active users in 75
countries.  Products include established software brands such as
CorelDRAW Graphics Suite, Corel Paint Shop Pro, Corel Painter,
Corel WordPerfect Office Suite, WinZip, and iGrafx.  On Dec. 12,
2006, Corel acquired California-based digital media software
vendor InterVideo, a leading developer of video, imaging, and DVD
authoring software, whose products include WinDVD, PhotoImpact,
and DVD MovieFactory.

The negative outlook reflects S&P's concerns that difficult market
conditions could continue to stress Corel's revenues and
profitability thereby pressuring the company's financial
flexibility.  Specifically, S&P is concerned about the company's
weakening liquidity and the prospect of a near-term covenant
violation.  If operating performance further weakens in the
quarter ended Nov. 30, 2009, or if the prospect of covenant
violation gains greater certainty, Standard & Poor's could
downgrade Corel.  While less likely, S&P could consider revising
the outlook to stable if run-rate revenues improve materially in
the near term, Corel maintains profit margins, liquidity improves,
and the risk of covenant breach is substantially reduced.


CORNERSTONE FINANCIAL: Montana Seeks Assets in $14M Ponzi Scheme
----------------------------------------------------------------
Amy Beth Hanson at The Associated Press reports that the state of
Montana and a court-appointed receiver are taking inventory of the
assets of Keith Kovick and Robert Congdon and their companies as
they seek to recover money for those who invested in what the
state calls a $14 million Ponzi scheme.

According to the report, Messrs. Kovick and ongdon and their
businesses, Cornerstone Financial Corp. and K & B Investments, are
the subjects of an administrative action by the state commissioner
of securities and insurance.  The state has also referred the
matter to federal authorities, said Lynne Egan, deputy securities
administrator.

District Judge Kathy Seeley has extended a preliminary injunction
against Messrs. Kovick and Congdon and their businesses,
admonishing them against selling securities in Montana, disposing
of any assets or harassing any of the alleged victims.  The court
also ruled that the men and their businesses must request in
writing any funds they need to pay personal expenses.

Cornerstone, K & B Investments, Kovick and Congdon -- none of
which was registered to sell securities in the state -- allegedly
connected investors with opportunities and took a 10% commission
on each deal.  An investigation found Cornerstone, Kovick and
Congdon made at least 181 offers of unregistered securities for an
aggregate investment of $14.3 million, generating just over
$1.3 million in commissions.


CORUS BANCSHARES: Starwood-Led Group Wins Auction for Bank Assets
-----------------------------------------------------------------
A group led by Starwood Capital Group LLC and private equity firm
TPG won the bidding for remaining assets of the bank owned by
Corus Bankshares Inc., various reports say, citing unidentified
sources.  According to Reuters, under the deal Starwood/TPG will
invest $554 million in the Corus Bank, which was seized by
regulators last month.  The consortium will have a stake of 40% in
the assets; while the FDIC will hold the remaining 60%, Reuters'
source said.

Based in Chicago, Illinois, Corus Bankshares, Inc. (NASDAQ: CORS)
is a bank holding company.  Corus conducted its banking operations
through its wholly-owned banking subsidiary Corus Bank, N.A.

Effective September 14, 2009, the Company's principal place of
business has relocated to 10 S. Riverside Plaza, Suite 1800,
Chicago, IL 60606.

At March 31, 2009, the Company's balance sheet showed total assets
of $7,673,845,000 and total liabilities of $7,698,794,000,
resulting in a stockholders' deficit of $24,949,000.

Corus Bank was closed September 11 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 MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank, N.A.
As of June 30, 2009, Corus Bank had total assets of $7 billion and
total deposits of roughly $7 billion.  MB Financial Bank will pay
the FDIC a premium of 0.2 percent to assume all of the deposits of
Corus Bank.  In addition to assuming all of the deposits of the
failed bank, MB Financial Bank agreed to purchase roughly
$3 billion of the assets, comprised mainly of cash and marketable
securities.  The FDIC will retain the remaining assets for later
disposition.  The FDIC plans to sell substantially all of the
remaining assets of Corus Bank in a private placement transaction.


CROWN CASTLE: Moody's Upgrades Corporate Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded Crown Castle International
Corp.'s corporate family rating and probability of default rating
to Ba2 from Ba3.  The rating outlook is stable.  The upgrade of
CCIC's CFR to Ba2 reflects strength in CCIC's financial and
operational performance that is expected to continue over the
rating horizon, which Moody's believes will result in an improved
credit profile, including Moody's adjusted Debt/EBITDA leverage
falling below 7.0x.

The existing debt instruments at CCIC and its subsidiaries were
also upgraded as per the list below:

Downgrades:

Issuer: CC Holdings GS V LLC

  -- Senior Secured Regular Bond/Debenture, Downgraded to LGD2,
     16% from LGD2, 14%

Issuer: Crown Castle International Corp.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5,
     89% from LGD5, 87%

Issuer: Crown Castle Operating Company

  -- Senior Secured Bank Credit Facility, Downgraded to LGD4, 59%
     from LGD4, 55%

Upgrades:

Issuer: CC Holdings GS V LLC

  -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
     Ba1

Issuer: Crown Castle International Corp.

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B2

Issuer: Crown Castle Operating Company

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2 from Ba3

Thus far in 2009, CCIC has successfully refinanced all of its
looming near-term debt maturities by raising roughly $2.4 billion
of new debt.  This included i) repayment in January 2009 of the
$159 million outstanding under its $188 million revolving credit
facility (maturing January 2010); ii) repayment in April 2009 of
the $1.55 billion Global Signal Trust III loan that was to mature
in February 2011; iii) repayment in July 2009 of the $219 million
outstanding of Global Signal Trust II loan maturing December 2009;
and iv) repurchases of $181 million of its 2005 Tower Revenue
Notes (of which $1.7 billion remains outstanding).  In addition,
$1.55 billion of its 2006 Tower Revenue Notes remain outstanding.
While the company is likely to continue to tap the market to seek
opportunities to refinance the remaining Tower Revenue Notes,
Moody's expects the company will have the capacity to satisfy the
amortization triggers on its 2005 and 2006 Tower Revenue Notes,
beginning in June 2010, without impairing its normal operations
even if refinancing efforts are not fully successful.

The rating upgrade recognizes CCIC's successful efforts to address
the immediate refinancing risk and improve the company's near term
liquidity position.  The stable outlook reflects Moody's view that
CCIC's operating performance will support its improved credit
fundamentals over the rating horizon.

Moody's most recent rating action was on 15 April 2009, at which
time Moody's assigned a Ba1 rating to the $1.3 billion of new
senior secured notes issued by CC Holdings GS V LLC, an indirect
wholly-owned subsidiary of CCIC.  In addition, the ratings outlook
was repositioned to Stable from Negative while the liquidity
rating to upgraded to SGL-2 from SGL-3.

Based in Houston, Texas, Crown Castle International Corp (NYSE:
CCI) is a wireless tower operator.


COYOTES HOCKEY: Glendale Tries to Prop Up Hockey Team
-----------------------------------------------------
Phoenix Business Journal reports that the city of Glendale, in
hopes of boosting the Phoenix Coyotes, will offer prizes to fans
who wear Coyotes gear to Arrowhead Towne Center on Wednesday and
discounts fans who shop or dine in downtown Glendale on Wednesday
and Thursday.  According to Business Journal, Phoenix Coyotes'
mascot Howler and cheerleaders will make appearances leading up to
the Coyotes home opener Saturday at Jobing.com Arena.

As reported by the TCr on October 1, 2009, Bankruptcy Judge
Redfield Baum rejected competing bids by the Hockey League and
BlackBerry billionaire Jim Balsillie for the Phoenix Coyotes.

According to the report, Mr. Balsillie failed to convince Judge
Baum that the NHL's rights could be protected if he bought the
team.   The NHL had argued it has the right to admit only owners
who meet its requirements and to control where teams play
their home games.

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

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

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

                       About Coyotes Hockey

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


CUTTHORN LLC: Chapter 11 Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: CutThorn, LLC
        4815 W. Braker Lane, Suite 502-362
        Austin, TX 78759

Bankruptcy Case No.: 09-12825

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  Email: ssather@bnpclaw.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
$1,559,044 and total debts of $1,653,522.

The Debtor identified Arthur Gallagher with a bond debt claim for
$0 as its largest unsecured creditor. A full-text copy of the
Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

             http://bankrupt.com/misc/txwb09-12825.pdf

The petition was signed by Larry W. Hathorn, manager of the
Company.


CYPRESS CREEK VILLAGE: Case Summary & 13 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Cypress Creek Village, LP
        c/o Emerge Real Estate Group, LLC
        Attention: Jadon Newman, Manager
        8200 North Mopac, Suite 320
        Austin, TX 78759

Bankruptcy Case No.: 09-12836

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
U-First, L.L.C.                                    09-12837
D. Hendrix, L.L.C.                                 09-12838
J & J Powermart, L.L.C.                            09-12839

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393
                  Email: frank@franklyon.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
$2,259,594, and total debts of $3,552,186.

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/txwb09-12836.pdf

The petition was signed by Jadon Newman.


DALE JARRETT: June 30 Balance Sheet Upside-Down by $5,468
---------------------------------------------------------
Dale Jarrett Racing Adventure, Inc., reported net income of
$73,683 on sales of $847,166 for the second quarter ended June 30,
2009, compared with net income of $70,737 on sales of $851,682 in
the same period last year.

At June 30, 2009, the Company's balance sheet showed $1,351,729 in
total assets and $1,357,197 in total liabilities, resulting in a
stockholders' deficit of $5,468.

The Company's balance sheet at June 30, 2009, also showed strained
liquidity with $748,918 in total current assets available to pay
$1,296,992 in total current liabilities.

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

             http://researcharchives.com/t/s?465a

                      Going Concern Doubt

Stark Winter Schenkein & Co., LLP, in Denver, Colorado, expressed
substantial doubt about Dale Jarrett Racing Adventure, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the years ended December 31,
2008, and 2007.  The auditing firm reported that the Company has
incurred significant losses from operations and has working
capital and stockholder deficiencies.

Based in Newton, NC, Dale Jarrett Racing Adventure, Inc. (OTC:
DJRT) -- http://www.racingadventure.com/-- was formed as a C
corporation and incorporated November 24, 1998.  The Company
offers entertainment based oval driving schools and events.  These
classes are conducted at various racetracks throughout the
country.  The Company currently owns 15 racecars.  These racecars
are classified as stock cars and are equipped for oval or round
tracks only.


DANA HOLDING: Goettel Appointed to VP-Global Engineering
--------------------------------------------------------
Ralf Goettel, who formerly held the position of President -
Sealing Products, Dana Europe and Thermal Products, at Dana
Holding Corporation has been appointed Vice President, Global
Engineering and Business Development for the Sealing and Thermal
Product Groups at Dana effective as of September 29, 2009.

Based in Toledo, Ohio, Dana Holding Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to 'Caa2', raised the Probability of
Default Rating to 'Caa1', and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at 'Caa1' reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DBSI CUMBERLAND: Involuntary Ch. 11 Petition by DBSI Granbury
-------------------------------------------------------------
Alleged Debtor: DBSI Cumberland at Granbury LP
                6850 Granbury Road
                Forth Worth, TX 76133

Case Number: 09-13418

Involuntary Petition Date: October 5, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Petitioner's Counsel: Mark B. Conlan, Esq.
                      Gibbons P.C.
                      One Gateway Center
                      Newark, NJ 07102

   Petitioner                  Nature of Claim      Claim Amount
   ----------                  ---------------      ------------
DBSI Granbury LLC                                     $___
c/o James R. Zazzali
Chapter 11 Trustee
Gibbons P.C.
One Gateway Center
Newark, NJ 07102

The involuntary petition was signed by James R. Zazzali, not in
his individual capacity, but as trustee for DBSI Development
Services LLC, a chapter 11 debtor in a voluntary case commenced on
Jan. 6, 2009, Case No. 09-10037, which case is currently pending
in this district and jointly administered with In re DBSI Inc., et
al., Case No. 08-12687.

DBSI Development Services LLC is the sole member of non-debtor
DBSI Granbury LLC, an Idaho LLC, which is one of two general
partners of DBSI Cumberland at Granbury LP, the alleged debtor
herein.

The Trustee, as the representative of the DBSI Development
bankruptcy estate, is authorized to exercise its powers as the
sole member of DBSI Granbury LLC, and to file this involuntary
petition on its behalf.


DBSI CUMBERLAND: Involuntary Ch. 11 Petition by NAP GP
------------------------------------------------------
Alleged Debtor: DBSI Cumberland at Granbury, LP
                dba Cumberland at Granbury
                12222 Merit Drive, Suite 1750
                Dallas, TX 75251

Case Number: 09-46249

Involuntary Petition Date: October 5, 2009

Court: Northern District of Texas

Judge: Russell F. Nelms

   Petitioner                  Nature of Claim      Claim Amount
   ----------                  ---------------      ------------
NAP GP, Inc.                   general partner         $___
12222 Merit Drive
Suite 1750
Dallas, TX 75251


DEL-A-RAE INC: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Del-A-Rae, Inc.
        1400 Blue Jay Road
        Rincon, GA 31326

Case No.: 09-42267

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar Jr., Esq.
            McCallar Law Firm
            P.O. Box 9026
            Savannah, GA 31412
            Tel: (912) 234-1215
            Fax: (912) 236-7549
            Email: mccallarlawfirm@aol.com

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

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

The petition was signed by Stephen R. Collins, the company's
president.

Debtor's List of 17 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Almand & Wiggins               Attorney Fees          $2,000

BB&T Financial, FSB            Business Credit Card   $30,000

Blanchard Equipment Co.        Parts and Labor        $904
                               Repairs on Tractors

Claude M. Kicklighter,         Attorney Fees          $7,729
Jr., PC

Dabbs, Hickman, Hill & Cannon  Accounting Fees        $10,539

Edenfield Cox Bruce            Attorney Fees          $400
& Classens, PC

Effingham County Tax           2007 Property taxes    $2,927
Commissioner

Effingham County Tax           2005 and 2006 Back     $1,103
Commissioner                   Property Taxes

Effingham County Tax           2008 Property taxes    $46,165
Commissioner

Emerson Construction-Georgia   Services rendered      $21,646
                               Regarding Stafford
                               Place Subdivision

Fulcher Technical Services     Survey Fees            $3,100

John Deere Credit              John Deere 7830        $126,638
                               Tractor-$100,000       ($126,500
                               John Deere 637          secured)
                               Disk - $15,000
                               Kuhn SR108 Rake-
                               $3,000
                               Krone 283 Disc
                               Mower-$6,500
                               KMC 4760 Disc Cadd

Lincoln County Tax             2008 Property Taxes    $2,016
Commissioner

Screven County Tax             2008 Property Taxes    $24,419
Commissioner

Screven County Tax             2007 Property Taxes    $22,311
Commissioner

Sea Island Bank                Loan with lien on      $2,656,000
Post Office Box 568            Stephen Collins
Statesboro, GA 30458           property of 232 Acres
                               Highway 17 North
                               Guyton, Georgia 31322

Verizon Wireless               Telephone              $483


DELPHI CORP: Emerges from Chapter 11; Now Owned by GM, Lenders
--------------------------------------------------------------
Delphi Holdings LLP announced October 6 it had completed the
acquisition of substantially all of Delphi Corporation's global
core businesses as part of the consummation of the Delphi
Corporation Modified Plan of Reorganization.  Rodney O'Neal will
remain President and CEO and the current leadership will continue
to manage the company's global operations.

"We are grateful for the support and loyalty of our customers, who
have placed their trust in Delphi's ability to provide world-class
products and uninterrupted supply, and the support of our
suppliers who have contributed broadly to our efforts," O'Neal
said. "We are also thankful for the dedicated Delphi employees who
remained focused on our customers, and the communities in which we
operate for their unwavering support during the most challenging
period in our history. Additionally, we are grateful for and
recognize the sacrifice made by many constituent groups throughout
our restructuring."

Delphi's balance sheet will be sufficiently capitalized to invest
in technology, and to absorb planned restructuring and resultant
social costs as the company consolidates excess capacity around
the world, O'Neal said. "We expect 2010 gross engineering and R&D
spending to be about 11 percent of sales, allowing us to maintain
our intense focus on technologies, products and services that help
our customers deliver vehicles that are safer, greener and allow
purchasers to remain connected to their busy lives."

The company's product portfolio remains centered on electronics
and safety; powertrain; thermal; electrical and electronic
systems; OE service; and the independent aftermarket.

"We are clearly focused on game-changing technologies that meet
market demands and help address societal concerns in an intense
global environment.  We expect that the industry and the
competitive environment will continue to be demanding, but the
restructuring we have already completed creates a strong platform
and we expect to capitalize on that," Mr. O'Neal said.  "We are
excited about the potential for our future and for assuring that
Delphi remains among the premier supply companies in the world. We
are a more agile, nimble and resilient company and are eager to
begin the next part of our journey with our customers, employees
and suppliers."

Completion of the transaction in Russia and South Africa is
subject to pending regulatory approvals.

The acquisition was led by Elliott Management and Silver Point
Capital in their capacity as senior creditors of Delphi.

Representatives from Elliott and Silver Point jointly stated that,
"As major investors in the new Delphi, we believe this transaction
will provide a solid financial foundation for the company's growth
and success as a world leader in the global automotive industry.
We are extremely pleased to have played a significant role in the
creation of the new Delphi."

              European Commission Authorized Sale

The European Commission noted in a public statement dated Oct. 2,
2009, that it has authorized the acquisition of Delphi
Corporation's facilities by General Motors Company pursuant to
the EU Merger Regulation.

A Master Disposition Agreement executed among Delphi, Motors
Liquidation Company, General Motors Company, GM Components
Holdings LLC, and DIP Holdco 3 LLC provides that GM will purchase
Delphi's global steering business and certain United Auto Workers
sites under GM's control, including facilities located in Grand
Rapids, Michigan; Rochester, New York; Kokomo, Indiana; and
Lockport, New York.

The EU Commission held that GM's acquisition of Delphi's
facilities would not give rise to competition concerns or would
impede competition within the European Economic Area or a
substantial part of it.  The EU Commission stated that Delphi's
customers are important market players with substantial buying
power and that GM's demand for car components in the EEA is
limited.

Delphi is required to obtain all necessary foreign approval
regarding investment, antitrust, monopolization, restraint of
trade and competition antitrust as a condition to closing of the
Master Disposition Agreement, which closing was contemplated last
Sept. 30, 2009.

GM already obtained anti-trust approval from U.S. authorities and
anti-monopoly approval from China's Commerce Ministry in
September 2009 to perform under the Master Disposition Agreement.

Delphi Executive Chairman Steve Miller confirmed to the Financial
Times that Delphi is emerging and that after emergence, will be
owned by DIP 3 Holdco, an entity created by Delphi's DIP Lenders.
Mr. Miller said that while a lot of people and investors were
"hurt" by Delphi's four-year bankruptcy, Delphi did the best it
could, FT disclosed.

Delphi has trimmed its global workforce from 180,000 to 100,000
workers since 2005, FT related.

"It's a great time to be finishing up bankruptcy," Mr. Miller
also told Joann S. Lublin of The Wall Street Journal in a recent
interview.  "At this low point in the economic cycle, you're able
to make hard choices on restructuring.  You emerge less burdened
with debt and with much leaner operating costs."

"It might be a blessing in disguise that we didn't exit
bankruptcy last year," The Journal quoted Mr. Miller as saying.
"We might have been forced into a second bankruptcy because of
the serious decline in the automotive markets.  [Instead,] Delphi
will come out with one of the strongest balance sheets in the
auto industry."

                         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: Seek Extension of Civil Rule 4(m) Deadline
-------------------------------------------------------
The Bankruptcy Court entered an order in August 2007, authorizing
Delphi Corp. and its units to enter into stipulations tolling
statute of limitations with respect to certain claims; authorizing
procedures to identify causes of action that should be preserved;
and establishing procedures for certain adversary proceedings,
including those commenced by the Debtors under Sections 541, 545,
547, 548, or 553 of the Bankruptcy Code.

In accordance with the Claims Settlement Procedures Order, the
Debtors commenced 742 adversary proceedings by filing complaints
under seal.  In March 2008, the Court entered an order pursuant to
Rules 7004(a) and 9006(b)(1) of the Federal Rules of Bankruptcy
Procedure and Rule 4(m) of the Federal Rules of Civil Procedure
for an extension of the deadline to serve process for avoidance
actions filed in connection with the Claims Settlement Procedures
Order.  In April 2008, the Debtors sought and obtained an order
for the further extension of the deadline to serve process for
avoidance actions filed in connection with the Claims Settlement
Procedures Motion until 30 days after a substantial consummation
of the Confirmed First Amended Joint Plan of Reorganization.

By this motion, the Debtors ask the Court under Bankruptcy Rule
9006(b)(1) and Civil Rule 4(m) to further extend the deadline by
which they would be required to serve summons and complaint on
each defendant to 180 days after a substantial consummation of
the Modified First Amended Joint Plan of Reorganization.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, asserts that the current
requested extension is necessary given the complex nature of the
transactions set forth in the Modified Plan and the Master
Disposition Agreement among Delphi, Motors Liquidation Company,
GM, GM Components Holdings LLC, and DIP Holdco 3 LLC.  He further
elaborates that the transaction set forth in the Modified Plan
and the Master Disposition Agreement divides the Debtors'
business among three separate parties -- DPH Holdings LLC, GM
Components, and DIP Holdco 3.  The Debtors expect that in the
months after the occurrence of an effective date of the Modified
Plan, a significant amount of time and resources will be devoted
in supporting the transition of operations among these three
entities and in implementing the Modified Plan.  Mr. Butler
particularly cites that the Modified Plan lists significantly
more causes of action that will be retained by DPH Holdings than
originally retained under the Confirmed Plan, including 177 of
the Adversary Proceedings filed under seal.  Against this
backdrop, he points out, DPH Holdings will not be able to
evaluate each of the retained Adversary Proceedings and make a
determination whether to pursue those Adversary Proceedings
within 30 days after the substantial consummation of the Modified
Plan pursuant to Civil Rule 4(m) Extension Order.

In addition, Mr. Butler maintains, the latest extension sought
will relieve the Debtors and defendants in the Adversary
Proceedings from incurring unnecessary costs.  Although the
Debtors ultimately may determine not to prosecute certain of the
Adversary Proceedings listed under the Modified Plan, they would
have to need enough time to serve on the defendant of the 177
Retained Adversary Proceedings after the substantial consummation
of the Modified Plan and meet the deadline set forth in the Civil
Rule 4(m) Extension Order, he points out.

Judge Drain will consider the Debtors' Extension Motion on
October 22, 2009.  Objections are due no later than October 15.

                         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: Plymouth Rubber to Appeal Ruling Denying Late Claim
----------------------------------------------------------------
Debtor Delphi Automotive Systems, LLC, issued a prepetition
purchase order to Plymouth Rubber Company to supply 100% of its
requirements for certain parts.  Pursuant to contracts between
Plymouth Rubber and a joint venture, Plymouth Yongle Tape
(Shanghai) Co., Ltd., Yongle supplied Plymouth Rubber with the
Delphi required products, which were sold and delivered to Delphi
Automotive.  Delphi Automotive then issued a new Purchase Order,
which restated substantially all of the terms of the Original
Purchase Order but reflected an increase in pricing as requested
by Plymouth Rubber.  However, a series of disputes arose between
Delphi Automotive and Plymouth Rubber regarding alleged defects
of the Delphi Products, pricing and supply obligations.

Subsequently, Delphi Automotive commenced an action against
Plymouth Rubber in the Circuit Court for the County of Oakland,
State of Michigan, in September 2008 to which Plymouth Rubber
asserted counterclaims that seek an award of damages, legal fees
and other costs, arising on account of alleged contractual
breaches of the Purchase Order.  Similarly, in September 2008,
Yongle commenced an action against Plymouth Rubber in the U.S.
District Court for the District of Massachusetts to which
Plymouth Rubber asserted counterclaims against both Yongle and
Delphi Automotive for various torts that they committed against
Plymouth Rubber, stemming essentially from transactions, which
occurred beginning in May 2008.  The Actions are pending in the
applicable courts, but mediated on a consolidated basis.

By a motion filed with the Court, Plymouth Rubber asks Bankruptcy
Judge Robert Drain to deem its unliquidated administrative claim
arising from the Actions as timely and unaffected by the
Bankruptcy Court-approved Modification Procedures Order entered on
June 16, 2009, which provides for the approval of the Modified
Chapter 11 Plan's Disclosure Statement and the bid procedures for
the Delphi plant sale.

James J. Vincequerra, Esq., at Duane Morris LLP, in New York,
contends that Plymouth Rubber did not learn about the
Administrative Claims Bar Date because Plymouth Rubber was forced
to shut down and is currently winding up as a result of Delphi's
Automotive's contractual breaches and tortious conduct.  He
asserts that the Debtors failed to serve a copy of the
Administrative Claims Bar Date Notice on Plymouth Rubber's known
counsel of record in the Actions.

Representing the Debtors, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, responded
that the Debtors have caused 10 copies of the Notice of the
Administrative Bar Date Notice to be served on Plymouth Rubber at
five different addresses.  None of Plymouth Rubber's arguments
justified the late filing of its Administrative Claim and Plymouth
Rubber offers no evidence that would excuse its late filing under
the excusable neglect standard outlined by the United States
Supreme Court in Pioneer Investment Services Co. v. Brunswick
Assocs. Ltd. P'ship, 507 U.S. 380, 395 (1993) and as applied in
the Second Circuit, Mr. Butler says.  Moreover, Mr. Butler argues
that Plymouth Rubber's counterclaims against the Debtors in the
Actions do not constitute an "informal proof of claim" as a matter
of law because Plymouth Rubber never filed pleadings in the
Debtors' Chapter 11 cases based on those counterclaims.

In response to Mr. Butler's arguments, Mr. Vincequerra noted,
among other things, that Plymouth Rubber is not the same entity
as "Plymouth Rubber Company, Inc.," thus the Debtors' service of
the Administrative Claims Bar Date Notice on Burns & Levinson,
who is counsel to Plymouth Rubber Company, Inc. did not accord
Plymouth Rubber due and adequate notice of the Administrative
Claims Bar Date.

Following a hearing, Judge Drain entered an order finding that
Plymouth Rubber was properly and timely served with a copy of the
Administrative Claims Bar Date Notice, which established July 15,
2009, as the deadline to file proofs of administrative expense
claim under Section 503(b) of the Bankruptcy Code for the period
from the Petition Date through June 1, 2009.  Judge Drain holds
that Plymouth Rubber has failed to establish excusable neglect to
justify its failure to timely file Claim No. 19506 pursuant to the
Modification Procedures Order.

Thus, Judge Drain denies Plymouth Rubber's Motion to Allow and
disallows and expunges in its entirety the Administrative Claim.
However, Plymouth Rubber will retain any rights of setoff or
recoupment it may have against the Debtors in the Actions.

             Plymouth Rubber to Appeal Drain's Ruling

Plymouth Rubber notified the Bankruptcy Court that it intends to
take an appeal to the United States District Court for the
Southern District of New York of Judge Drain's August 28, 2009
Denial Order on its request to file a late claim.

Plymouth Rubber wants the District Court to review whether the
Bankruptcy Court erred by:

-- finding that it had the authority to modify the Bar Date set
    forth in the Confirmed Plan and the January 25, 2008
    Confirmation Order without the notice and a hearing required
    by Section 1127(b) of the Bankruptcy Code, and by failing to
    find that the June 16, 2009 Modification Procedures Order
    establishing the Bar Date was void as to Plymouth Rubber;

-- finding that the Debtors were not required to provide notice
    of the Bar Date to Plymouth Rubber's counsel, who were known
    to the Debtors;

-- finding that the "informal proof of claim" doctrine requires
    that the informal proof of claim be filed in the Bankruptcy
    Court, and by failing to find that the pendency of Plymouth
    Rubber's claims in the Actions, where the Debtors are active
    post-partition participants, constitute informal proofs of
    claim;

-- determining that Plymouth Rubber timely received "actual
    notice" of the Bar Date;

-- finding that the reason for Plymouth Rubber's delay in
    filing a claim was within Plymouth Rubber's control;

-- failing to find that the Debtors' actions caused Plymouth
    Rubber's delay in filing a claim;

-- considering facts not in evidence in finding that the
    Debtors would be prejudiced by the enlargement of the time
    for Plymouth Rubber to file its claim;

-- failing to consider whether the Debtors had waived the right
    to have the Bankruptcy Court adjudicate Plymouth Rubber's
    claims against them; and

-- failing to find that the late filing of Plymouth Rubber's
    claim should be permitted under the doctrine of excusable
    neglect.

                         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)


DFW SYNDICATION LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: DFW Syndication, LLC
          dba La Quinta Inn & Suites
        2380 W. Northwest Hwy
        Dallas, TX 75220

Bankruptcy Case No.: 09-36666

Chapter 11 Petition Date: October 5, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  Email: arthur@arthurungerman.com

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

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

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

The petition was signed by Tony Sandhu, managing partner of the
Company.


DOUGLAS VINSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Douglas Vinson
                  dba Ashton park Apartments
                  dba Broadmoor Apartments
               Canda Vinson
                  dba Hidden Spring Apartments
                  aka Canda Goetzman
               130 Southampton Drive
               Rockwall, TX 75032

Bankruptcy Case No.: 09-36728

Chapter 11 Petition Date: October 5, 2009

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

Judge: Barbara J. Houser

Debtors' Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

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

The petition was signed by the Joint Debtors.


EASY STREET: Proposes to Hire Bankruptcy Attorneys
--------------------------------------------------
Easy Street Holding, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Utah for authority to employ
Crowell & Moring LLP and Crowell & Moring LLP as bankruptcy co-
counsel.

The firms will, among other things:

   -- protect and preserve the estates of the Debtors, including
      the prosecution of actions on the Debtors' behalf, the
      defense of any actions commenced against the Debtors, the
      prosecution of and negotiation in respect of all litigation
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the estate;

   -- prepare on behalf of the debtors-in-possession, of all
      necessary motions, applications, answers, orders, reports,
      and papers in connection with administration of the estate;
      and

   -- negotiate and prepare on behalf of the Debtors of a
      Chapter 11 plan, disclosure statement and all related
      documents.

Michael V. Blumenthal, a partner at C&M, tells the Court that C&M
received a $50,000 retainer from Philo Smith, one of the managers
of holding.  Additionally, Mr. Smith wired $25,000 and $50,000 to
C&M.  C&M utilized $110,000 in connection with the prepetition
services.  The remaining $25,000 is held as a retainer for C&M's
representation of the Debtors in their reorganization cases.

The hourly rates of C&M's personnel are:

     Attorneys               $250 - $735
     Legal Assistants        $145 - $235

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

Mr. Blumenthal can be reached at:

     Crowell & Moring LLP
     590 Madison Avenue, 20th Floor
     New York, NY 10022
     Tel: (212) 223-4000
     Fax: (212) 223-4134

                     About Easy Street Holding

Park City, Utah-based Easy Street Holding, LLC and its affiliates
filed for Chapter 11 on Sept. 14, 2009 (Bankr. D. Utah Case Nos.
09-29905 to 09-29908).  In its petition, Easy Street listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


EASY STREET: Applies to Employ Special Counsel
----------------------------------------------
Easy Street Holding, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Utah for authority to employ
Durham Jones & Pinegar as counsel.  DJP will, among other things,
represent the Debtor in:

   -- corporate and securities matters;

   -- regulatory matters other than bankruptcy matters; and

   -- matters involving the preservation or licensing of
      intellectual property other than as part of a bankruptcy
      case and as provided in the Bankruptcy Code.

The hourly rates of DJP's personnel are:

     Kenneth L. Cannon II            $325
     Steven J. McCardell, Esq.       $325
     Shareholders                 $245 - $325
     Associates                   $150 - $250
     Paralegals                      $120

Prior to Easy Street's petition date, DJP rendered services to the
Debtor but was not paid its $50,000 cash retainer due to the
restrictions imposed by the secured lenders.  Parties-in-interest,
William Shoaf and the Dianne Jordan-Smith Trust, a trust
affiliated with Philo Smith, each funded $25,000 of the retainer.

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

DJP can be reached at:

     Steven J. McCardell, Esq.
     Durham Jones & Pinegar
     111 East Broadway, Suite 900
     P.O. Box 4050
     Salt Lake City, UT 84110-4050
     Tel: (801) 415-3000
     Fax: (801) 415-3500

In a separate filing, the Debtor seeks permission to hire the Law
Offices of Wrona, P.C., as special corporate counsel.

                     About Easy Street Holding

Park City, Utah-based Easy Street Holding, LLC and its affiliates
filed for Chapter 11 on Sept. 14, 2009 (Bankr. D. Utah Case Nos.
09-29905 to 09-29908).  In its petition, Easy Street listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


ECHO THERAPEUTICS: Posts $6.8MM Net Loss in 2009 Second Quarter
---------------------------------------------------------------
Echo Therapeutics, Inc., reported a net loss of $6.8 million on
licensing revenue of $121,032 for the second quarter ended
June 30, 2009, compared with a net loss of $2.3 million on zero
revenue in the same period last year.

The Company recorded a derivative loss of $3.7 million for the
three months ended June 30, 2009.  During the period, the Company
also recorded a loss on extinguishment of debt in the amount of
approximately $1.8 million relating to the retirement of 2009
Senior Secured Note in exchange for Series B Perpetual Preferred
Stock and Series C Preferred Stock.  Additionally, the Company
recorded a loss on extinguishment of debt in the amount of
approximately $32,000 relating to the 2008 Secured Senior Notes.
There was no loss on extinguishment of debt for the three months
ended June 30, 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
$10.8 million in total assets, $5.3 million in total liabilities,
and $5.5 million in total stockholders' equity.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $926,074 in total current assets
available to pay $4.8 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2009, are available for
free at http://researcharchives.com/t/s?4657

                       Going Concern Doubt

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Echo Therapeutics, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended December 31,
2008, and 2007.  The auditing firm reported that the Company has
suffered recurring losses from operations, has a significant
accumulated deficit, has a significant working capital deficit and
has been unable to raise sufficient capital to fund its
operations.

                  About Echo Therapeutics, Inc.

Based in Franklin, Massachusetts, Echo Therapeutics, Inc. (OTCBB:
ECTE) -- http://www.echotx.com/-- is a medical device and
specialty pharmaceutical company.  The Company is developing a
non-invasive, wireless, transdermal continuous glucose monitoring
(tCGM) system for use in clinical settings and for people with
diabetes together with a wide range of transdermal reformulations
of specialty pharmaceutical products previously approved by the
United States Food and Drug Administration.


ELKHART PATTERN WORKS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Elkhart Pattern Works, Inc.
           dba EPW Incorporated
           dba RIM, INC.
        1500 West Hively Avenue
        Elkhart, IN 46517

Bankruptcy Case No.: 09-34774

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Debtor's Counsel: Thomas M. Walz, Esq.
                  509 W. Washington Ave.
                  South Bend, IN 46601
                  Tel: (574) 232-5988
                  Fax: (574) 234-2119
                  Email: twalz@hahnwalz.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
$6,155,171, and total debts of $6,745,606.

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/innb09-34774.pdf

The petition was signed by Lyn Long, president of the Company.


ELODA CORPORATION: In Talks to Sell Assets to Investor Group
------------------------------------------------------------
Eloda Corporation (TSX-V: ELA) announces that it has accepted the
firm offer of a group of private investors to acquire all Eloda's
activities.  The transaction will allow Eloda to accelerate its
development and evolution in the promising ad verification and
competitive intelligence market.

To facilitate the conclusion of an agreement, the company has
submitted a notice of intention to make a proposal to its
creditors under the Bankruptcy and Insolvency Act.

Eloda will continue its operations and commercial activities on
the North American market.

The company also announces that it has issued a new promissory
note of $100,000 in respect of the loan agreement of up to
$800,000 announced on September 23, 2009. The promissory notes
bear interest at the annual rate of 12% and shall become due and
payable upon demand by the holder. The promissory notes are not
convertible into securities of Eloda. The proceeds of this
promissory note will mainly be used to finance Eloda's operations.

Eloda Corporation (TSX-V: ELA) is a third party providing a suite
of innovative, effective and user-friendly measurement and
validation tools for the advertising industry. The company is
headquartered in Montreal. For more information, visit
http://www.eloda.com/


ENERGY FUTURE: Fitch Says Exchange Offer Won't Affect IDR, Outlook
------------------------------------------------------------------
Energy Future Holdings Corp. (IDR 'B', Outlook Negative by Fitch)
and Energy Future Intermediate Holdings launched an exchange offer
that solicits the tender of unguaranteed legacy TXU unsecured
notes, EFH cash pay and payment-in-kind toggle guaranteed
unsecured leveraged buyout notes, and Texas Competitive Electric
Holdings (IDR 'B' by Fitch) cash pay guaranteed unsecured LBO
notes in exchange for up to $4 billion of new secured notes to be
issued by EFIH and/or EFH.  Security for the new secured notes
that mature in 2019 will be a pledge of 100% of EFIH's membership
interests in Oncor Electric Delivery Holdings.  EFH management's
impetus for the exchange offer is to reduce debt and extend the
average life of debt.

Issuance of the new secured notes pursuant to the exchange offer
would change the relative seniority of debt in the EFH (parent)
capital structure.  Fitch expects that the outcome will be to
lower the relative recovery prospects and ratings of certain of
EFH's remaining unexchanged debt instruments.

The exchange offer does not conform to Fitch's definition of a
coercive debt exchange, since in Fitch's view there is not a high
probability of the issuer's near-term bankruptcy or insolvency
absent the exchange, and EFH does not intend to represent to
holders that bankruptcy is likely if holders reject the exchange
offer.  Also, holders who accept the exchange offer will obtain a
direct security pledge of EFIH's stock in Oncor Holdings, which is
an improvement to their current unsecured position, offsetting to
some extent the discount they will receive on the par value of the
notes.

Fitch expects to assign a rating to the new secured notes once the
result of the exchange offer is known and at the same time will
update the EFH debt issue ratings for the non-exchanged portions
of EFH legacy notes and EFH cash pay and PIK toggle LBO notes
based on their new relative rankings in the capital structure and
an updated recovery analysis valuation.  The offer expires on
Nov. 3, 2009.  While the outcome of the exchange offer is
uncertain, Fitch expects to downgrade the 'B+' ratings of the non-
exchanged EFH cash pay and PIK toggle LBO notes because of reduced
recovery prospects in a default scenario as a result of becoming
subordinated to the new secured notes with regard to EFIH's pledge
of its ownership interest in Oncor Holdings.  The 'CCC' rating of
any non-exchanged EFH unguaranteed legacy notes is unlikely to
change, as these notes are already subordinated within the EFH
capital structure and their recovery prospects will remain
extremely low.

In Fitch's view, the Issuer Default Ratings and Negative Rating
Outlook of EFH and TCEH will be unaffected pro forma for the
exchange because combined debt of EFH and TCEH of approximately
$38.1 billion (excluding Oncor Electric Delivery LLC debt) will be
reduced by only approximately 5% as a result of the exchange.  The
credit profile of EFH will remain closely tied to that of TCEH.
While the proposed exchange would slightly lower interest expense
and could lower consolidated debt by approximately $2 billion,
depending on the issues tendered and outcome of the offer, the
debt reduction relating to the exchange is considered insufficient
to move the 'B' IDR/Negative Outlook in light of the still high
leverage, thin interest coverage and challenging wholesale power
market conditions.  While the exchange transaction alone would not
change EFH's IDR, Fitch notes that other factors such as the
reduced industrial demand, weak Electric Reliability Council of
Texas power market conditions and thin coverage and high leverage
could lead to lower ratings.

No changes to TCEH and Oncor's IDR and issue ratings are expected
as a result of the proposed exchange offer.  The capital structure
and recovery prospects at TCEH would be at most nominally affected
even if the entire $1.5 billion amount of TCEH notes permitted to
be exchanged in the offer were exchanged, and there would be no
change to Oncor's capital structure or ring-fencing.


ENERGY FUTURE: Moody's Cuts Probability of Default Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating for Energy Future Holdings Corp.  to Ca from Caa1,
downgraded the long-term debt ratings for selected securities of
EFH and placed the ratings for selected securities of EFH's
principal subsidiary, Texas Competitive Electric Holdings, on
review for possible downgrade.  Simultaneously, Moody's affirmed
EFH's Caa1 corporate family rating and SGL-3 speculative grade
liquidity rating.  The rating outlook remains negative.

The downgrade of the PDR and the long-term ratings for the
selected securities (listed below) reflect Moody's view that EFH's
recent debt exchange offer is a distressed exchange.  It also
reflects Moody's belief that the exchange transaction has a high
likelihood of closing.  During the exchange offer process, the Ca
PDR will prevail.  Upon closing of the exchange, the PDR will be
repositioned to reflect the limited default that will have
occurred and to consider Moody's views that future restructuring
activity is likely.

Moody's continues to believe EFH's longer-term fundamentals remain
weak.  Moody's concerns include: the magnitude of its consolidated
debt (approximately $44 billion or $42 billion after the closing
of the exchange offer); significant looming maturities in 2014
(approximately $23 billion); the prospective liquidity profile and
continued availability under the revolver; the current and longer-
term prospects for the financial and credit markets (due to the
sizeable hedging program, which will need to be addressed prior to
2013); a noticeable acceleration of environmentally-sensitive
legislative initiatives (including carbon and mercury) which
threatens coal-fired margins and the risk of incremental market
intervention in Texas.

Moody's views EFH's capitalization as relatively complex, which
includes numerous, often inter-related, incurrence tests and other
covenants.  In addition, EFH's financial profile is considered
weak, where the ratio of cash flow from operations to debt was
roughly 2.5% for the latest twelve months ended June 2009 and for
the year ended 2008.  Moody's estimates that even under fairly
optimistic assumptions, cash flow to debt is expected to be less
than 5% for the next several years which Moody's believe is more
in line with a Caa1 CFR.

In light of Moody's view that EFH's business model is
unsustainable in its current form, that its capital structure is
untenable over the longer-term and that investor losses will be
crystallized with the closing of the transaction, and given
Moody's understanding of the term and conditions of the proposed
exchange offer, Moody's has taken rating actions on these
securities:

* EFH's $0.75 billion 6.50% Series Q Senior Notes due 2024 have
  been downgraded to Ca, LGD4 (54%) from Caa3 LGD6 (92%) and the
  $0.75 billion 6.55% Series R Senior Notes due 2034 were also
  downgraded to Ca, LGD4 (56%) from Caa3, LGD6 (92%);

* EFH's $2.65 billion 11.25% / 12.00% PIK senior Toggle Notes due
  2017 was downgraded to Caa3, LGD3 (36%) from Caa2, LGD5 (83%)
  and the $2.00 billion 10.875% Senior Notes due 2017 was also
  downgraded to Caa3, LGD2 (27%) from Caa2 LGD5 (83%);

* TCEH's $3.00 billion 10.25% Senior Notes due 2015 and the
  $2.00 billion 10.25% Senior Notes due 2015, Series B, which are
  currently rated Caa2 (LGD5 (72%)), have been placed on review
  for possible downgrade, reflecting some uncertainty as to
  whether they participate in the exchange offer.

* EFH's $1.00 billion 5.55% Series P Senior Notes due 2014 are
  affirmed at Caa3, its LGD assessment has been revised to LGD3
  (31%) from LGD6 (92%).

"Upon closing of the exchange transaction, EFH is expected to have
reduced its total consolidated debt by approximately $2 billion"
said Jim Hempstead, Senior Vice President, "but its cash interest
expense obligations are also expected to increase, at least over
the near-term.  Moody's incorporate a view that additional
restructuring activity is likely over the near to intermediate
term horizon"

The negative outlook reflects Moody's concerns regarding the long-
term sustainability of EFH's business model and its untenable
capital structure.  These concerns primarily reflect the
approximately $44 billion of consolidated debt and roughly
$20 billion of other gross liabilities currently on the balance
sheet versus negative book equity of $3.2 billion.

EFH's rate-regulated electric transmission and distribution
utility, Oncor Electric Delivery Company's, Baa1 senior secured
ratings are affirmed.  The rating outlook for Oncor remains
stable.

Moody's last rating action for EFH occurred on August 3, 2009,
when EFH's CFR was downgraded to Caa1 from B3.

EFH is a large merchant generation company and retail electric
provider operating in Texas.  EFH is headquartered in Dallas,
Texas.


ENERLUME ENERGY: David Murphy Resigns as Director, CEO and CFO
--------------------------------------------------------------
David J. Murphy resigned as a Director, Chief Executive Officer
and Acting Chief Financial Officer of EnerLume Energy Management
Corp., on September 30, 2009.

Mr. Murphy assumed the CFO role after Michael C. Malota resigned
as CFO in June 2009.

Headquartered in Hamden, Connecticut, EnerLume Energy Management
Corp. (OTC BB: ENLU) -- http://www.enerlume.com/-- through its
subsidiaries, provides energy management conservation products and
services in the United States.  Its focus is energy conservation,
which includes a proprietary digital microprocessor for reducing
energy consumption on lighting systems, and the installation and
design of electrical systems, energy management systems,
telecommunication networks, control panels and lighting systems.

New York-based Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about the ability of EnerLume Energy Management
Corp., formerly Host America Corporation, to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.

The Company has suffered recurring losses from continuing
operations, has negative cash flows from operations, has a working
capital and stockholders' deficiency at September 30, 2008 and is
currently involved in litigation that can have an adverse effect
on the company's operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

As reported in the Troubled Company Reporter on March 2, 2009,
EnerLume Energy Management Corp. entered into a promissory note
extension agreement with Daniel Troiano to amend the terms of an
unsecured convertible promissory note issued to them on July 30,
2008.  The Unsecured Note was originally issued for the principal
amount of $500,000, accrued interest at the rate of 18% per annum,
and was originally due on January 30, 2009.  Pursuant to the
promissory note extension agreement, the maturity date for the
Unsecured Note will be extended to July 30, 2009, and will
continue to accrue interest at the rate of 18% per annum in
accordance with the original terms of the Unsecured Note.  In
addition, Mr. Troiano will receive warrants to purchase 310,000
shares of the Company's common stock exercisable until January 31,
2014, at $0.54 per share.


ENRON CORP: Employee Committee Proposes Final Payout from Proceeds
------------------------------------------------------------------
The Official Employment-Related Issues Committee of Enron Corp.,
et al., and Ian Gazes, as Severance Settlement Fund Litigation
Trustee, seek approval from Judge Arthur J. Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York of:

  (a) the final distribution of severance settlement trust
      litigation proceeds to settling former employees;

  (b) the procedures for notifying Claimants of their right to
      object to a determination of entitlement or calculation of
      the distribution; and

  (c) the scheduling of a hearing to resolve Claimants'
      objections, if any, to the determination of the
      entitlement or calculation of Distribution.

On February 14, 2002, certain former employees filed a motion for
an order directing Enron to, among other things, pay the former
employees' severance pay using the formula contained in the
Debtors' prepetition severance pay plan.  Enron and the Official
Committee of Unsecured Creditors responded to the Former
Employees' Motion and asked, among others, for an order
authorizing the payment of $5 million to an independent former
Enron employee hardship fund for distribution to former Enron
employees.

The Court, after further consultation with counsel for the
Debtors, the Former Employees, the Texas Attorney General and the
Creditors' Committee, authorized Enron to pay the $5 million
Hardship Payment equally and ratably among those Former Employees
of Enron who had been paid up to $4,500 pursuant to the Employee
Wage and Benefits Order.  The pro-rata share of the Hardship
Payment approximated $1,178 to each Eligible Former Employee.

Enron subsequently asked the Court to direct all parties to
continue negotiating a possible consensual resolution of the
Former Employees' Motion.  The Court thereafter held a status
conference and adjourned all further hearings on the Former
Employees' Motion until after principals of each of the
constituencies met and conferred in an attempt to achieve a
settlement.

             Settlement of Former Employees' Motion

To avoid the substantial risk for all parties in continuing with
the Severance Litigation, the parties agreed to a settlement.  On
August 28, 2002, the Court entered an Order of Final Approval
approving the settlement of the Severance Litigation.

The principal terms of the Severance Settlement Agreement were:

  (a) Each Eligible Former Employee who did not affirmatively
      Opt-Out of the Severance Settlement Agreement received a
      cash payment from the Debtors in satisfaction of an
      allowed administrative expense priority claim calculated
      by reference to the Enron Severance Plan, up to a maximum
      amount of $13,500, inclusive of any prior payments.  The
      total cash value of the Severance Award payable to
      approximately 4,500 Settling Former Employees was, in the
      aggregate, $28.8 Million.  The distribution of these
      funds were effectuated by the Debtors during the fall of
      2002.

  (b) In addition, as an enhancement to the Severance Award,
      each Settling Former Employee was entitled to receive a
      potential additional distribution of his or her pro rata
      share of certain avoidance action recoveries.

  (c) In consideration of their receipt and acceptance of the
      Severance Award and the possibility that they would
      receive additional payments from the 90-Day Bonus
      Avoidance Actions, the Settling Former Employees were
      deemed to have released and waived all rights and claims,
      whether known or unknown, arising from or in connection
      with that Settling Former Employee's discharge from Enron.

               90-Day Bonus Avoidance Actions

Less than a month before the Petition Date, some of Enron's
employees received significant lump sum payments labeled as 90-day
retention bonuses.  Although the Debtors had decided not to
challenge those payments, the Employee Committee, in consultation
with the Creditors' Committee, believed that certain of those
payments should be challenged.

As part of the Severance Package, the Severance Settlement
Agreement provided for the assignment by the Debtors to the
Employee Committee of the right to prosecute the 90-Day Bonus
Avoidance Actions against certain former Enron employees.
The net proceeds recovered from those prosecutions, if any, would
be distributed on a pro rata basis to the Settling Former
Employees.  That amount was to be based on the Settling Former
Employee's remaining unpaid Severance Claims, calculated using the
formula in the Enron Severance Plan.

When the Employee Committee undertook responsibility for pursuing
recoveries in connection with the 90-Day Bonus Avoidance Actions,
the target group was approximately 70 putative defendants
representing approximately $38 million dollars in bonuses that the
Employee Committee believed were wrongfully paid on the eve of the
Debtors' bankruptcy filing.  Subsequent to the filing of the 90-
Day Bonus Avoidance Actions in the U.S. Bankruptcy Court for the
Southern District of Texas and during the period February 2003
through February 2004, there were numerous pre-trial negotiations
and settlements.

As proceeds from numerous pre-trial settlements were collected,
the Employee Committee believed that it was necessary and prudent
that a Severance Settlement Fund Litigation Trust be established.
The Severance Settlement Trust was created on August 12, 2003.

Separate and apart from the pre-trial settlements, it was
necessary that the Employee Committee prosecute to trial the 90-
Day Bonus Avoidance Actions against numerous former Enron
executives who refused to consensually resolve the litigation.
After more than three weeks of trial, the Employee Committee
obtained a favorable verdict.  In a 102 page Memorandum Decision
and Order, the Texas Bankruptcy Court rendered a Final Judgment in
favor of the Employee Committee based upon theories pleaded in
fraudulent conveyance and preference against all defendants in an
amount exceeding $18 million.  Although many of the defendant
judgment debtors entered into payment resolutions with the
Trustee, it was necessary to proceed with post-judgment remedies
against certain other defendants.  The last remaining proceeds
have now been collected and therefore it is time to go forward
with a Court approved distribution procedure.

The Employee Committee has been successful in recovering
approximately $34.9 million dollars through the prosecution of the
90-Day Bonus Avoidance Actions.  After the payment of
administrative and Court costs as well as legal fees, which
included contingency fees to trial counsel in Texas, the Severance
Settlement Trust presently maintains the sum of approximately
$23.4 million available for distribution to those Settling Former
Employees whose Severance Claims have not been satisfied by the
Prior Payments or the Severance Award and are thus entitled to
receive this additional Distribution from the proceeds of the 90-
Day Bonus Avoidance Actions.

It is anticipated that based on the remaining outstanding
Severance Claims and the amount available, each Eligible Former
Employee will receive a pro rata distribution of between 25% and
27%.

                  Approval of the Distribution

The Prior Payments and Severance Award were previously distributed
to approximately 4,500 Settling Former Employees.  Approximately
1,000 of those individuals have now been paid in full by these
distributions based upon the formula included in the Enron
Severance Plan.  The Employee Committee asks that the remaining
Settling Former Employees whose Severance claims have not been
fully satisfied receive the Distribution on a pro rata basis
pursuant to the Severance Settlement Order.

The Employee Committee and the Trustee representing the Severance
Settlement Trust have had meetings with personnel employed by the
Reorganized Debtors and their counsel relative to the transfer of
Settling Former Employee employment data to the Severance
Settlement Trust.  Pursuant to the Severance Settlement Final
Order, the Severance Settlement Trust will reimburse the
reasonable legal and administrative costs and expenses incurred by
the Reorganized Debtors in connection with the Reorganized
Debtors' assistance in the Employee Committee's and Severance
Settlement Trust's efforts to distribute the monies held in the
Severance Settlement Trust, including, but not limited to the
Reorganized Debtors' participation in judicial proceedings related
to the Distribution.

The Severance Settlement Trust has agreed to indemnify and hold
harmless the Reorganized Debtors and their officers, directors and
employees from all losses, claims and actions related to the
Severance Payment and Severance Settlement.  In addition, the
Severance Settlement Trust will hold back and make available for
that indemnification to the Reorganized Debtors, their officers,
directors and employees, trust assets in an aggregate amount of
not less than $250,000.

The Parties believe that it is possible that certain Claimants may
no longer be available or may have moved without a forwarding
address and the Distribution sent to those Claimants may be
returned to the Trustee.  It is also possible that a few Claimants
may not negotiate the Distribution checks within a required 90-day
period.  According to the parties, those Distributions will be
deemed unclaimed property under Section 347(b) of the Bankruptcy
Code.  It is anticipated by the Parties that after the Final
Distribution and the payment of all outstanding administrative
costs, fees and taxes there may remain a de minimus balance with
the Severance Settlement Trust.

Due to the administrative cost involved in making additional
distributions of any remaining small amounts, the Parties believe
that it would be appropriate for the Trustee to donate the
remaining funds to a charity recognized under Section 501(c)(3) of
the Internal Revenue Code after all other obligations have been
paid.  The Trust will withhold and remit to the Internal Revenue
Service taxes from each Claimant's Distribution an amount based on
a single filer status with one dependent.  In addition to federal
income tax, the Trust will withhold FICA, Federal Unemployment
Insurance Tax as well as requisite State and Local taxes, if
applicable.

The Parties request that any remaining funds after Distribution,
net of projected costs and fees, which total less than $500,000 or
0.005% of the outstanding Severance Claims, be donated to a local
Houston charity of the Trustee's choosing in consultation with the
Employee Committee.  If the remaining funds total more than
$500,000 then, in that event, the Trustee will effectuate a
further Distribution.

                   Notifications Procedures

The Parties believe that it is of paramount importance that all
potential Claimants receive notice of the proposed Distribution
and Objection procedures.  Accordingly, all Claimants will be
served a copy of this Motion by regular mail at their last known
address as listed on the books and records of the Debtors or their
agents.  The Trustee will provide the present listing of names and
addresses of all Claimants to the National Change of Address Data
Base to obtain current information for those individuals.  In
addition, the Parties will provide for publication of the Notice
of Motion in editions of both the Houston Chronicle and the
national edition of the Wall Street Journal.

The Parties further ask that if, after a reasonable attempt to
locate a particular Claimant, the Claimant's Motion continues to
be returned as undeliverable, the Court grant a waiver of the
obligation to make the Distribution.  That undeliverable
Distribution will be deemed an unclaimed property under Section
347(b).

The Parties proposed that any Claimant who does not timely object
to the Distribution or who accepts the Distribution by negotiating
payment will be deemed to have consented to the Distribution and
will be bound by the terms and conditions of the Severance
Settlement Agreement, the Severance Settlement Final Order, and
the Final Order and will, without limitation, be deemed to have
released any and all claims against Enron
Corp., Enron Creditors Recovery Corp., its directors, officers,
employees, agents and attorneys as well as against the Severance
Settlement Trust, its Trustee, members of the Employee Committee
and its agents, attorneys, accountants and advisors arising out of
or relating to the Distribution.

               Scheduling of Resolution Hearing

If the Parties receive an objection filed by a Claimant based on a
determination of non-entitlement to or calculation of the amount
of any proposed Distribution, the Parties ask that a dispute
resolution process be established and the Court set a date for a
Resolution Hearing to reconcile or litigate any Objections filed
by Claimants.

The Employee Committee has arranged for a Web site to be
maintained by Triad Communications and a call center, to be
maintained by Epiq Systems to disseminate Distribution information
to the Claimants.  The location of both the Web site and the Call
Center will be included in the Notice Package.  The Parties
anticipate this procedure to enable the Parties to answer specific
entitlement and calculation questions with Claimants in order to
anticipate and resolve potential Objections.  All parties that
will be involved with the Website and Call Center will work under
strict confidentiality restrictions.

The Parties will request at the Resolution Hearing that any
Claimant who has not filed an Objection or otherwise appear, will
be deemed to have consented to the Distribution.  Accordingly,
that consenting Claimant will have waived their right to appeal or
challenge the Distribution apart from the Court ordered dispute
resolution process.

The Parties reserve their right to ask the Court at a later date
to enter an Order pursuant to Section 105(a) of the Bankruptcy
Code and General Administrative Orders M-143 and M-211
establishing procedures requiring that all objecting
Claimants submit to non-binding mediation.  This procedure will
only be requested if it becomes apparent that the Court will not
be able to resolve the Objections in a cost efficient manner.

The Parties also ask the Court to grant them authority to forward
the Distribution to eligible Claimants as soon as practicable
after the Resolution Hearing.

                            About Enron

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

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

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

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

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

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


ENRON CORP: ECRC Makes October Distributions
--------------------------------------------
John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
discloses that on October 1, 2009, Enron Creditors Recovery
Corp. made distributions to holders of Allowed Claims in
accordance with Section 32.1 of the Supplemental Modified Fifth
Amended Joint Plan of Affiliated Debtors pursuant to Chapter 11 of
the Bankruptcy Code, dated July 2, 2004.

A full-text copy of the current and cumulative distributions made
or to be made through October 2009 to holders of Allowed General
Unsecured Claims and Allowed Guaranty Claims, on a class-by-class
basis and are presented as pre-tax withholding amounts on a
current and cumulative basis, is available for free at:

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

A full-text copy of the reconciliation of (i) distribution data
for Allowed General Unsecured Claims and Allowed Guaranty Claims
through October 2009, (ii) distribution data for Allowed General
Unsecured Claims and Allowed Guaranty Claims through
April 2009, dated April 1, 2009, is available for free at:

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

A full-text copy of the cumulative distributions made or to be
made through October 2009 to a hypothetical creditor holding an
Allowed General Unsecured Claim or Allowed Guaranty Claim
amounting to $1,000,000, on a class-by-class basis, and are
presented as pre-tax withholding amounts, is available for free at
http://bankrupt.com/misc/Enron_OctSchedC.pdf

                            About Enron

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

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

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

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

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

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


ENRON CORP: ECRC Seeks Summary Judgment vs. ING
-----------------------------------------------
Enron Creditors Recovery Corporation seeks summary judgment
against defendants ING VP Balanced Portfolio, Inc., and ING VP
Bond Portfolio, Inc.

Only three of the nearly 200 defendants remain in the adversary
proceeding brought by Enron to avoid and recover payments it made
to retire its commercial paper debt prior to maturity within
ninety days of the filing of its bankruptcy petition -- the ING
Funds and Alfa.

These defendants moved for summary judgment on April 29, 2008,
arguing, among other things, that they had sold their holdings in
Enron commercial paper to their dealer, JP Morgan Securities,
Inc., in a secondary market transaction and that JP Morgan in turn
had sold the commercial paper back to Enron.

The Defendants claimed that Enron's preference and constructive
fraudulent transfer claims to avoid and recover the transfers
failed on multiple grounds, including:

  (a) the safe harbor for settlement payments under Section
      546(e) of the Bankruptcy Code protected the transfers;

  (b) the defendants were paid by JP Morgan with its own funds,
      acting on its own behalf as a principal, and were not paid
      with Enron's property; and

  (c) the transfers were subject to the earmarking defense
      because they had been made with funds received through
      Enron's drawdown of its revolving lines of credit.

On June 29, 2009, the Court denied the motions for summary
judgment filed by the ING Funds and Alfa.

Nevertheless, Enron notes, the Court did not deem that finding
dispositive of the issue.  Instead, Enron relates, the Court
determined that the application of the safe harbor would depend on
whether JP Morgan had been acting as Enron's agent or as a
principal acting for its own account.  If JP Morgan has been
acting as Enron's agent in making the transfers to Alfa and ING
Funds, then, the Court concluded, its payments either were made
directly by Enron to Defendants as initial transferees or were
made to JP Morgan on their behalf and for their benefit.

On July 24, 2009, Enron wrote the Court to suggest that, in light
of the Court's rulings, particularly its identification of the
agency/principal issue as the only issue requiring a trial, the
Court should consider allowing further briefing on the issue of
whether that question could be resolved by a motion by Enron for
summary judgment and thereby avoid the need for any trial in the
case.

According to Enron, the record overwhelmingly demonstrates that JP
Morgan acted as its agent.  Not only did JP Morgan refuse to
handle any transfers unless Enron agreed to allow JP Morgan to act
in that capacity, but it repeatedly confirmed that status with
Enron in numerous e-mails and telephone calls, Michael Schatzow,
Esq., at Venable LLP, in Baltimore, Maryland, tells the Court.

Enron maintains the JP Morgan's role was solely that of an
intermediary between itself and the customers.

Mr. Schatzow asserts that these facts conclusively demonstrate
that JP Morgan was acting as Enron's agent for the transfers.
Under the well-settled tests for agency, all factors are fully
satisfied:

  * Enron, not JP Morgan, decided the terms for the prepayments,
    including the price and the volume;

  * Enron, not JP Morgan, authorized JP Morgan to proceed with
    the prepayments;

  * JP Morgan accepted its agency role -- indeed, it refused to
    facilitate the prepayments in any capacity other than as
    Enron's agent;

  * JP Morgan did nothing more than facilitate the prepayments.
    It did not take any commercial paper into inventory, it did
    not make any money on the transfers, and its only objective
    was to assist Enron in redeeming its commercial paper.

  * JP Morgan was aware that another commercial paper dealer was
    acting as principal but refused Enron's request that it take
    on that responsibility;

  * JP Morgan participated in the prepayments with the full
    expectation that Enron would pay all sums involved.

                            About Enron

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

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

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

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

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

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


ESCADA AG: Pride & Joy Sues Escada USA for $57,000
--------------------------------------------------
In July 2009, Pride & Joy Construction and Painting Corporation,
a general contractor, entered into a transaction with Escada
(USA) Inc., with respect to a construction job for the Debtor in
a strip mall center located at Prime Outlets, at 441 Outlet
Center Drive, Suite 427, in Queenstown, Maryland.

Michael A. Kaufman, Esq., at Michael A. Kaufman, P.A., in West
Palm Beach, Florida, relates that Pride & Joy sent an estimate
for the Project to Lance Smith, director of Store Development and
Construction at Escada USA.  Upon the approval of the Project by
Christian D. Marques, a member of the Board of Directors at
Escada USA, Pride & Joy President Arthur Girard directed that the
Project be started immediately.  Hence, on or about July 16,
2009, Pride & Joy billed its customary 50% to the Debtor for the
estimated cost of the Project.

According to Mr. Kaufman, the original start date of the Project
was August 1, 2009, with the completion time set 14 days later.
Mr. Smith, however, emphasized to Mr. Girard that the Debtor
needed the project completed no later than August 10.  Thus, to
have sufficient time to finish the Project by the Debtor's
deadline, Messrs. Smith and Girard agreed to move the start date
up to July 27, 2009.

Upon the completion of the Project on August 7, 2009, Pride & Joy
billed Escada USA on August 10 for 100% of the Project.  However,
the check for $57,036 on account of the full amount of the
Project, which was signed by Mr. Marques and Gary Prusakowski,
was determined to have "insufficient funds."

In this light, Mr. Kaufman contends that the Debtor obtained
property and services from Pride & Joy "by false pretense, false
representation and actual fraud on numerous occasions during the
weeks preceding the Petition Date."  He adds that the Debtor also
made false representations with no intention of paying for the
property and services provided by Pride & Joy.

Against this backdrop, Pride & Joy asks the Court to:

  (1) determine "non-dischargeability" or an exception to
      discharge of the Debtor's debt, in the amount of $57,036,
      pursuant to Section 523(A)(2)(A) of the Bankruptcy Code;
      and

  (2) enter judgment in the amount of $57,036, plus interest,
      against signatories Messrs. Prusakowski and Marques
      jointly and severally, plus attorney's fees, costs and
      interest.

Pride & Joy demands trial by jury, Mr. Kaufman notes.

                          About ESCADA AG

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

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

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

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

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


EXTENDED STAY: Creditors Committee Retains JLLH as Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Extended Stay
Inc.'s cases seeks the Court's permission to hire Jones Lang
LaSalle Hotels, a division of Jones Lang LaSalle Americas Inc., as
its hospitality advisor effective August 10, 2009.

The Creditors Committee seeks to tap JLLH to provide hospitality
industry-related consulting and advisory services, which include
reviewing the Debtors' proposed business plan, capital
expenditure program, corporate management structure and
rebranding strategy.

JLLH will also be tasked to provide expert testimony as required
by the Creditors Committee in support of expert opinions and the
valuation reports and testimony of Jefferies & Company Inc., as
the Committee's financial adviser.  The firm will also consult
with other professionals retained by the Creditors Committee
regarding issues about the valuation of the Debtors.

"It is essential that the Committee employ a hospitality advisor
and, if needed, testifying expert to render professional services
in order to assist the Committee with its duties and to handle
the many issues that may arise in the context of this case," says
Mark Power, Esq., at Hahn & Hessen LLP, in New York.

JLLH will be paid for its services on an hourly basis and will be
reimbursed of its expenses.  The firm's hourly rates are:

    Professionals             Hourly Rates
    -------------             ------------
    Managing Director            $600
    Executive Vice President     $500
    Senior Vice President        $450
    Vice President               $350
    Associate                    $250
    Analyst                      $200

Arthur Adler, managing director of JLL Americas, assures the
Court that his firm does not represent interest adverse to the
Debtors' estate.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: ESA P Portfolio's Schedules of Assets & Debts
------------------------------------------------------------
A.     Real Property                              $2,542,481,814
       See http://bankrupt.com/misc/ESIRealPropertyEPPLLC.pdf

B.     Personal Property
B.1    Cash on hand
       Petty Cash/Drawer Cash                           130,000
B.2    Bank Accounts
       Bank of America                                6,079,338
       Capital One                                        4,578
       Fifth Third Bank                                  60,029
       JPMorgan Chase                                    87,554
       National City                                     58,556
       Regions Bank                                      85,382
       Wachovia Bank NA                              28,128,072
       Wells Fargo Bank                                 126,517
B.3    Security Deposits                                      0
B.4    Household goods                                        0
B.5    Collectibles                                           0
B.6    Wearing apparel                                        0
B.7    Jewelry                                                0
B.8    Firearms, other hobby equipment                        0
B.9    Interests in Insurance Policies                5,044,711
       See http://bankrupt.com/misc/ESIInsuranceEPPLLC.pdf
B.10   Annuities                                              0
B.11   Interests in an education IRA                          0
B.12   Interests in IRA, ERISA, other Pension Plans           0
B.13   Business Interests and stocks               Undetermined
B.14   Interests in partnerships                              0
B.15   Government and Corporate Bonds                         0
B.16   Accounts Receivable                                    0
B.17   Alimony, support                                       0
B.18   Other Liquidated Debts
       Wachovia Bank NA                                 873,480
B.19   Equitable or future interests, life estate             0
B.20   Contingent & noncontingent interests                   0
B.21   Other Contingent & Unliquidated Claims                 0
B.22   Patents                                                0
B.23   Licenses                                               0
B.24   Customer lists                                         0
B.25   Vehicles                                               0
B.26   Boats, motors, accessories                             0
B.27   Aircraft and accessories                               0
B.28   Office equipment, furnishings and supplies             0
B.29   Machinery                                     62,262,883
       See http://bankrupt.com/misc/ESIEquipmentEPPLLC.pdf
B.30   Inventory                                              0
B.31   Animals                                                0
B.32   Crops                                                  0
B.33   Farming equipment & implements                         0
B.34   Farm supplies                                          0
B.35   Other Personal Property
       Below market ground lease intangible             401,329
       Deferred financing costs, net of
         accumulated amortization                     8,015,064
       Prepaid property operating expenses              274,828
       Prepaid refurbishment costs                       22,594

       TOTAL SCHEDULED ASSETS                    $2,654,136,731
       ========================================================

C.   Property Claimed as Exempt                  Not applicable

D.   Secured Claim
     Mortgage Electronic Registration Systems Inc.           $0
     Servpro of Richmond                                Unknown
     U.S. Bank N.A., Wells Fargo Bank N.A.        4,099,849,448

E.   Unsecured Priority Claims                             None

       TOTAL SCHEDULED LIABILITIES               $4,099,849,448
       ========================================================

                        About Extended Stay

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

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

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

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


EXTENDED STAY: ESA P Portfolio's Statement of Financial Affairs
---------------------------------------------------------------
Joseph Rogers, assistant secretary at ESA P Portfolio L.L.C.
Inc., informed the U.S. Bankruptcy Court for the Southern
District of New York that the Company recorded income from the
operations of its business within two years before it filed for
bankruptcy:

Source                      Period                   Amount
------                      ------               -------------
Revenue from operations     1/01/09-06/14/09         $824,276
                             1/01/08-12/31/08       $1,771,996
                             1/01/07-12/31/07       $1,608,635

Lease Income                1/01/09-06/14/09      $81,647,093
                             1/01/08-12/31/08     $229,996,328
                             1/01/07-12/31/07     $253,989,409

Mr. Rogers disclosed that the Company also generated income from
sources other than the operation of its business within two years
before the Petition Date:

Source                         Period                  Amount
------                         ------                ----------
Easement proceeds              1/01/09 - 06/14/09      $55,050
Interest income                1/01/09 - 06/14/09     $116,977
Construction bond refunds      1/01/08 - 12/31/08     $149,240
Easement/condemnation proceeds 1/01/08 - 12/31/08      $43,686
Interest income                1/01/08 - 12/31/08     $346,688
Condemnation Proceeds          1/01/07 - 12/31/07      $11,496
Interest income                1/01/07 - 12/31/07     $211,506

Within 90 days before its bankruptcy filing, ESA P Portfolio paid
$100,040 to HVM L.L.C., which was part of regular funding to HVM
for accounts payable reimbursement activity.   The Company also
paid $22,456,692 to HVM within one year before the Petition Date.

Mr. Rogers disclosed that ESA P Portfolio is or was a party to
five lawsuits within the year before its bankruptcy filing:

  Caption of Suit                               Status
  ---------------                             ----------
  Gregory Lasky, Advocates for Disabled       Settled
  Americans v. BRE/ESA P Portfolio LLC

  Gregory Lasky, Advocates for Disabled       Pending
  Americans v. BRE/ESA P Portfolio LLC

  Penelope Zeller v. HVM L.L.C., BRE/ESA      Pending
  P Portfolio LLC nka ESA P Portfolio LLC

  Sharon Gregg v ESA P Portfolio LLC          Judgment in favor
                                              of ESA P Portfolio

  Twedt Enterprises Inc v ESA P Portfolio     Settled
  LLC and StudioPlus Deluxe Studios

Mr. Rogers also informed the Court that within one year before
the Petition Date, ESA P Portfolio accumulated $3,611,877 in
financial losses from various incidents.  A copy of the document
detailing the company's losses is available without charge at:

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

Within two years prior to ESA P Portfolio's bankruptcy filing,
HVM L.L.C. and The Lightstone Group kept or supervised the
keeping of its books of account and records for the period
June 15, 2007 to June 15, 2009.  Meanwhile, HVM and Ernst & Young
LLP audited the books of account and records, and prepared the
financial statement, of the Company within two years before the
Petition Date.

ESA P Mezz LLC has 100% stock ownership of ESA P Portfolio,
according to Mr. Rogers.

                        About Extended Stay

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

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

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

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


EZRI NAMVAR: Sells Hotel Angeleno for $35 Million
-------------------------------------------------
Roger Vincent at Los Angeles Times reports that Ezri Namvar's
Namco Capital Group Inc. has sold the Hotel Angeleno in Brentwood
for $35 million.  According to LA Times, Investment Real Estate
Associates real estate broker Clark Everitt said that Hotel
Angeleno has lost 10% to 15% of its value since the recent market
peak but is still doing good business in its location near the
Getty Center.  The hotel will continue to be operated as the
Angeleno by hotel-management company Joie de Vivre of San
Francisco, the report states.

Ezri Namvar, Chairman, CEO, is founder and principal shareholder
of Namco Capital Group, Inc., a privately held holding company for
companies engaged in real estate investments and financial
services.  Creditors with $7.7 million in claims filed involuntary
Chapter 11 petitions on December 22, 2008, against Mr. Namvar and
Namco Capital (Bankr. C.D. Calif. Case No. 08-32349, and 08-
32333).


FANNIE MAE: To Launch Program to Aid Mortgage Banks Acquire Credit
------------------------------------------------------------------
Fannie Mae and Freddie Mac are preparing to launch a program to
help independent mortgage banks acquire the short-term credit they
need to make home loans, James R. Hagerty at The Wall Street
Journal report, citing people familiar with the matter.  According
to The Journal, Fannie and Freddie will provide advance
commitments to buy home mortgages that meet certain quality
standards, to lessen risks faced by independent mortgage banks so
they can secure short-term credit.  Citing people familiar with
the matter, The Journal states that Fannie and Freddie will build
on a pilot program that Freddie has with Provident Funding
Associates LP and with NattyMac, wherein Freddie makes commitments
to buy loans made by Provident Funding that are financed by
NattyMac.

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

As of March 31, 2009, Fannie Mae had $919,638,000,000 in total
assets and $938,567,000,000 in total liabilities, resulting in
Fannie Mae stockholders' deficit of $19,066,000,000.  At March 31,
2009, Fannie Mae had $137,000,000 in non-controlling interest,
resulting in total deficit of $18,929,000,000.

                          Conservatorship

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


FONTAINEBLEAU LV: Nears $300-Mil. Sale Deal with Penn Gaming
------------------------------------------------------------
According to The Miami Herald, Fontainebleau Las Vegas Holdings
LLC is expected to submit to the Bankruptcy Court by next week an
agreement to sell its unfinished hotel project to Penn Gaming for
less than $300 million, absent higher and better bids at an
auction.

Scott Baena, counsel to Fontainebleau, confirmed that a deal is in
the works but did not elaborate on the exact purchase price.

The report relates that under the auction, Penn Gaming will be the
stalking horse bidder.  A stalking horse bid would set the minimum
price for the hotel project and would entitle Penn Gaming a break-
up fee in case another party wins at the auction.  According to
Miami Herald, Penn has agreed to finance the Debtor's bankruptcy
expenses.

Fontainebleau has already spent $2 billion for the project.
According to Miami Herald, one appraisal of the construction site
pegged the market value at less than $400 million.

In exchange for its stalking-horse position, Penn would finance
the Vegas project's bankruptcy expenses. Lenders are pushing
bankruptcy Judge A. Jay Cristol to shift the bankruptcy case from
a Chapter 11 reorganization to a Chapter 7 liquidation through a
court-ordered sale.

The lawyers for lenders have already argued Fontainebleau owner
Jeffrey Soffer has too much personal exposure in the venture to
negotiate a sale that would be fair to the lenders.  Mr. Baena has
said Mr. Soffer stands to lose $500 million on the Fontainebleau
Vegas, a condo-hotel he announced the same day he purchased the
Fontainebleau Miami Beach in 2005.  Fontainebleau Miami is not
part of the Ch. 11 case.

                        Quick Sale of Assets

As reported by the TCR on October 6, 2009, Bankruptcy Judge A. Jay
Cristol has held hearings on a group of lenders' request to
convert Fontainebleau's bankruptcy case to liquidation under
Chapter 7 of the Bankruptcy Code.  A liquidation under Chapter 7
would transfer control of the assets from management and Mr.
Soffer to a trustee.

The lenders have said that with no likelihood of reorganization
and with $16 million in cash collateral already depleted, the case
should be converted to Chapter 7.  The lenders also said that
"pervasive conflicts of interest" existing among the Debtors and
their principals require an independent party to conduct the sale
process.  They noted that Mr. Soffer, who also serves as manager
or officer to non-debtor entities, including parent Fontainebleau
Resorts, LLC, has conflict of interest because these non-debtor
entities are liable to lenders under various guaranty or indemnity
agreements.

While he has not officially entered a ruling, Judge Cristol said
promptly selling the project makes more sense than converting the
case from a Chapter 11 reorganization to a Chapter 7 liquidation
and appointing a trustee to supervise a sale, as proposed by the
lenders.  A hearing on the Chapter 7 conversion is set for
Oct. 28.

Judge Cristol has also ordered parties to appear at a hearing this
week to show cause why an examiner should not be appointed, in
light of the charges made by the term lenders.  He said that an
examiner would be more economical than a Chapter 7 trustee.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Seeks TO Reject Staging Site Leases
-----------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its affiliates ask the
Court's approval to reject certain leases associated with their
staging site.

On April 8, 2007, Sahara Las Vegas Corp. and Fontainebleau Las
Vegas, as Tenant, entered into a Lease Agreement, as amended on
August 17, 2007, for the lease of 2601 Las Vegas Boulevard South,
in Las Vegas, Nevada.

The Premises consists of 26 acres.  During construction of the
"Tier A" casino hotel resort -- the Project -- the Premises was
used as the main staging site for materials and equipment that
were to be delivered to the Project, and a parking lot for
subcontractors and their employees.

Pursuant to the terms of the Sahara LV Lease, Fontainebleau Las
Vegas is obligated to make monthly rental payments of $350,000.
The Sahara LV Lease is scheduled to expire on November 8, 2009.

To facilitate the management of the materials and equipment
located at the Premises, Fontainebleau Las Vegas leased two on-
site mobile trailers that operated on the Premises.

Fontainebleau Las Vegas says it no longer intends to use the
Premises or the On-site Trailers as they are not necessary for an
effective reorganization of the Debtors' estates.

Fontainebleau Las Vegas intends to move its materials and
equipment from the Premises to the Project with the ultimate goal
of vacating the Premises within the next 30 days.  The Debtors
have submitted a relocation budget to the Court for the costs
associated with the relocation, and the request is pending.

According to the Debtors, if Fontainebleau Las Vegas is not
allowed to reject the Sahara LV Lease and the Trailer Leases, the
monthly lease payments will only serve as an administrative
burden on the estates, with no added benefit to the Debtors or
their estates.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Term Lenders Appeal Cash Collateral Order
-----------------------------------------------------------
In separate filings, the Term Lender Steering Group, the M&M
Lienholders, and Colasanti Specialty Services, Inc., informed the
United States Bankruptcy Court for the Southern District of
Florida that they will take an appeal to the United States
District Court for the Southern District of Florida from Judge A.
Jay Cristol's Sept. 18, 2009 order (i) authorizing the
nonconsensual use of cash collateral and to (ii) providing
adequate protection to prepetition secured parties pursuant to
Sections 361, 363, and 364 of the Bankruptcy Code and (iii)
scheduling final hearing.

These parties filed notices of election to appeal but did not
further disclose details of the election to appeal:

  * Aderholt Specialty Company, Inc., CECO Concrete
    Construction, LLC,

  * Derr and Gruenewald Construction Co., Greybar Electric
    Company, Inc., JPRA Architects, Quality Cabinet & Fixture
    Company, Tracy & Ryder Landscape, Inc, Water FX, LLC, Z
    Glass, Inc., and ZETIAN SYSTENS,

  * Absocold Corporation, doing business as Econ Appliance,
    Austin General Contracting, Inc., Bombard Electric, LLC,
    Bombard Mechanical, LLC, Desert Fire Protection Co., Powell
    Cabinet and Fixture Co., Union Erectors, LLC, Warner
    Enterprises, Inc. doing business as Sun Valley Electric
    Supply Co., and

  * Colasanti Specialty Services, Inc.

These parties filed notices to cross-appeal to the United States
District Court for the Southern District of Florida from the
Sept. 18 Cash Collateral Order:

  * Contractor Claimants Desert Fire Protection, a Nevada
    Limited Partnership, Bombard Mechanical, LLC, Bombard
    Electric, LLC, Warner Enterprises, Inc. doing business as
    Sun Valley Electric Supply Co., Absocold Corporation doing
    business as Econ Appliance, Austin General Contracting,
    Powell Cabinet and Fixture Co., Safe Electronics, Inc., and
    Union Erectors, LLC,

  * Derr and Gruenewald Construction Co., Graybar Electric
    Company, Inc., JPRA Architects, Quality Cabinet and Fixture
    Company, Tracy & Ryder Landscape, Inc., Z-Glass, Inc.,
    Zetian Systems, Inc. and Water FX, Inc.,

  * Aderholt Specialty Company, Inc. and CECO Concrete
    Construction, LLC, and

  * Colasanti Specialty Services, Inc.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Wants January 5 Lease Decision Deadline
---------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its affiliates ask the
Bankruptcy Court to enter an order granting a 90-day extension, or
through and including January 5, 2010, of the period within which
they may assume or reject unexpired nonresidential real property
leases.  The current deadline for the Debtors to assume or reject
the Unexpired Leases is October 7, 2009.

Section 365(d)(4)(A) of the Bankruptcy Code provides for an
initial period of 120 days after the commencement of a Chapter 11
case during which a debtor may assume or reject unexpired leases
of nonresidential real property under which the debtor is the
lessee.  Pursuant to Section 365(d)(4) of the Bankruptcy Code,
the Debtors' Unexpired Leases will be deemed rejected on
October 7, 2009, unless (i) the Unexpired Leases are assumed on or
prior to October 7, (ii) the Unexpired Leases are rejected on or
prior to October 7, or (iii) the time within which the Debtors may
decide to assume or reject the Unexpired Leases is extended
pursuant to Section 365(d)(4).

In light of the myriad complex and time consuming issues the
Debtors have been faced with since the Petition Date, the Debtors
assert that it would not be prudent for them to make any
determinations concerning the assumption or rejection of their
Unexpired Leases on or before October 7, 2009.

The Unexpired Leases include properties that serve various
functions in the Debtor' day-to-day operations, including offices
for the Debtors' employees, warehousing of materials, and models
and markups of the Project.  The Debtors submit that they are
still in the process of determining what role, if any, each of
the Unexpired Leases will play in their bankruptcy cases on a
going-forward basis.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, Miami, Florida, relates that the Motion is not
intended to apply to any Unexpired Lease that the Court has
previously authorized the Debtors to reject or that the Debtors
have sought to reject via separate motion.  The extension sought
is without prejudice to the rights of the Debtors to seek the
assumption or rejection of any Unexpired Leases or further
extensions of the time to assume or reject the Unexpired Leases.

According to Mr. Baena, the Debtors have timely paid postpetition
rent for the use of the property leased pursuant to the Unexpired
Leases at the applicable lease rates set forth in the Unexpired
Leases, or in other amount consented to by the applicable
landlord.  Pending the Debtors' election to assume or reject the
Unexpired Leases, the Debtors intend on performing all of their
undisputed obligations arising after the Petition Date, including
the payment of postpetition rent, in a timely fashion to the
extent required by Section 365(d)(3) of the Bankruptcy Code.

Accordingly, the Debtors' proposed extension of the time to
assume or reject the Unexpired Leases should not prejudice the
lessors that are party to the Unexpired Leases, Mr. Baena says.

                  About Fontainebleau Las Vegas

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

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

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

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


FORMTECH INDUSTRIES: Hephaestus Acquires All Assets
---------------------------------------------------
KPS Capital Partners, LP's portfolio company, Hephaestus Holdings,
Inc. has completed the acquisition of substantially all the assets
of FormTech Industries, LLC, through an indirect, wholly-owned
subsidiary.  HHI acquired FormTech free and clear of substantially
all liens, claims, encumbrances and interests through an auction
conducted as part of a sale process under Section 363 of the
United States Bankruptcy Code.  The U.S. Bankruptcy Court for the
District of Delaware approved the transaction on October 1, 2009.

With this acquisition, HHI becomes the largest independent
manufacturer of forged parts and the leading manufacturer of wheel
bearings for the North American automotive industry.  HHI acquired
substantially all of the forging assets of FormTech located in
Royal Oak, Fraser, Detroit and Troy, Michigan; Minerva, Ohio; and
Tonawanda, New York.

Created by KPS in September 2005, HHI was built through a series
of acquisitions of formerly underperforming businesses, or assets
operating under Chapter 11 of the U.S. Bankruptcy Code, including
Jernberg Forge, Iron Mountain Forge, Impact Forge, Omni Forge and
Net Forge.  HHI also created a new subsidiary, Kyklos Bearing
International, Inc., to acquire the North American wheel bearings
business of Delphi Corporation in April 2008.  HHI now operates
twelve manufacturing facilities, located in four states, and
employs over 2,000 people.

Michael G. Psaros, a Managing Partner of KPS, said, "KPS created
HHI, in partnership with George Thanopoulos, to consolidate the
North American automotive forging industry.  That objective is now
accomplished.  We congratulate HHI, its management team and
employees for achieving financial success, significant customer
and product diversification, and continued growth throughout the
recent historic collapse of the automotive industry.  HHI's
management team has now successfully completed a series of
extremely ambitious turnarounds in a tough, globally competitive
industry, positioning the company in every respect to capitalize
on the eventual industry recovery.  KPS looks forward to funding
HHI's expansion into Europe and Asia in the immediate future,
leveraging the company's North American asset base, customer
relationships, and industry leading metalworking technology and
expertise, while remaining open to further opportunistic
acquisitions in North America."

George Thanopoulos, Chief Executive Officer of HHI, said, "With
the acquisition of FormTech, HHI now offers the broadest array of
forging processes in the industry and has the largest collection
of horizontal hot formers worldwide.  The success of HHI is the
result of the enormous effort expended by our management team and
employees.  By focusing on product quality, on-time delivery,
best-in-class operating excellence, world-class technology and
capital investment, we have created North America's market leader.
We are deeply grateful to our customers and suppliers for their
critical contributions."

The support of the United Auto Workers and United Steelworkers,
which represent the vast majority of FormTech's hourly workforce,
was critical to the success of the acquisition.  The Unions
ratified new transformative collective bargaining agreements with
HHI prior to completion of the transaction.

HHI was represented by Proskauer Rose LLP, Jenner & Block LLP, and
Spilman Thomas & Battle, PLLC.

                About KPS Capital Partners, LP

KPS Capital Partners, LP -- http://www.kpsfund.com.-- is the
manager of the KPS Special Situations Funds, a family of private
equity funds with over $2.6 billion of committed capital focused
on constructive investing in restructurings, turnarounds and other
special situations.  KPS has created new companies to purchase
operating assets out of bankruptcy; established stand-alone
entities to operate divested assets; and recapitalized highly
leveraged public and private companies.  The KPS investment
strategy targets companies with strong franchises that are
experiencing operating and financial problems.  KPS invests its
capital concurrently with a turnaround plan predicated on cost
reduction, capital investment and capital availability.
Typically, the KPS turnaround plan is accompanied by a financial
restructuring of the company's liabilities.

                    About HHI Holdings, LLC

HHI Holdings, LLC -- http://www.kbibearing.com/-- through its
Jernberg Holdings, Inc., Impact Forge Group, Inc., HHI FormTech,
LLC, and Kyklos Bearing International, Inc. subsidiaries, is the
largest independent manufacturer of forged parts and a leading
manufacturer of wheel bearings for the North American automotive
industry.  Jernberg Holdings, Inc., Impact Forge Group, Inc., and
HHI FormTech LLC, through their respective subsidiaries,
manufacturer highly engineered symmetrical and asymmetrical forged
parts for various power train and wheel-end applications.  KBI is
the leading producer of Gen III wheel bearings in North America.
HHI is owned by KPS Capital Partners, LP and MC Capital Inc., a
subsidiary of Mitsubishi Corp.  Employing over 2,000 employees,
HHI operates twelve manufacturing facilities located in the
Illinois, Indiana, Michigan, and Ohio.

                  About Formtech Industries

Based in Royal Oak, Michigan, FormTech Industries LLC --
http://www.formtech2.com/-- is among the largest independent
manufacturers of forged automotive parts in North America and the
leader in high volume hot-formed manufacturing through its
operations in Royal Oak, Michigan and Tonawanda, New York.
FormTech was adversely impacted by the precipitous decline in
automotive production in the first half of 2009.  Through this
time period, FormTech remained a highly reliable supplier and
substantially restructured its operations.  The company has over
400 employees, primarily in Michigan and Ohio and operates six
manufacturing facilities.

The Company and its affiliate, FormTech Industries Holdings LLC,
filed for Chapter 11 protection on Aug. 26, 2009 (Bankr. D. Del.
Case Nos. 09-12964 and 09-12965).  Lynn M. Brimer, Esq., Meredith
E. Taunt, Esq., and Andrew A. Ayar, Esq., at Strobl & Sharp, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
selected Steven M. Yoder, Esq., Jeremy W. Ryan, Esq., and, R.
Stephen McNeill, Esq., at Potter Anderson & Corroon LLP, as co-
counsel, and Kurtzman Carson Consultants LLC, as claims agent.  In
its petition, FormTech Industries LLC listed assets between
$100 million and $500 million, and debts between $50 million and
$100 million.


FREEDOM COMMS: Sec. 341 Creditors' Meeting Postponed
----------------------------------------------------
Randall Chase at The Associated Press reports that an initial
creditors meeting under 11 U.S.C. Sec. 341(a) for creditors of
Freedom Communications Holdings Inc. has been postponed until next
month as the Company has not yet filed its schedules and
statements.

Chief Financial Officer Mark McEachen said Freedom will file a
bankruptcy plan and disclosure statements within two weeks, and
financial statements by the end of the month.

Prior to the bankruptcy filing, Freedom reached a deal with
lenders on terms of a proposed Chapter 11 plan.  Under that plan,
lenders, owed $771 million, will receive $325 million in two
secured term loans plus 100% of the stock, subject to dilution.
Unsecured creditors would split $5 million in cash if they don't
object to the plan, and nothing if they object.  Suppliers who
continue to provide goods and services will receive full payment
for their prepetition claims.  Existing stockholders would get 2%
of the new stock, along with warrants for 10%, if they don't
object to the plan.  The Plan Support Agreement will be terminated
by the lenders if the Debtors do not obtain confirmation of the
Plan within five months.  Deadline to consummate the Plan is 11
months after the Petition Date.  A copy of the Plan Support
Agreement is available for free at:

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

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than 3
million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREEDOM COMMUNICATIONS: Creditors, PBGC Want Access to Info
-----------------------------------------------------------
The official committee of unsecured creditors of Freedom
Communications Inc. has filed with the Bankruptcy Court a motion
to compel the Debtor to turn over more documents, Steven Church at
Bloomberg News reports.

The Committee alleges that Freedom is trying to keep routine
information filed in its bankruptcy case confidential, including a
copy of the Los Angeles Dodgers' baseball schedule.  The company's
position "made a mockery" of the process of exchanging information
with creditors during a bankruptcy case, the Committee said.

According to Bloomberg, Freedom has refused to give documents to
the Pension Benefit Guaranty Corp., a federal agency that is a
member of the Creditors Committee because it has authority over
the Company's pension program.  Freedom said it cannot give the
government agency access to confidential documents until the PBGC
signs an agreement not to share the information with anyone,
including members of Congress, or any other branch of the
government.  The pension agency said in court papers it cannot
sign such an agreement because it is an arm of the U.S.
government.

The Bankruptcy Court said in a hearing on Monday that it needs
more time to consider the PBGC's request to access Freedom
Communications' financial documents without signing a
confidentiality agreement, Randall Chase at The Associated Press
reports.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than 3
million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREDDIE MAC: To Launch Program to Aid Mortgage Banks Get Credit
---------------------------------------------------------------
Fannie Mae and Freddie Mac are preparing to launch a program to
help independent mortgage banks acquire the short-term credit they
need to make home loans, James R. Hagerty at The Wall Street
Journal report, citing people familiar with the matter.  According
to The Journal, Fannie and Freddie will provide advance
commitments to buy home mortgages that meet certain quality
standards, to lessen risks faced by independent mortgage banks so
they can secure short-term credit.  Citing people familiar with
the matter, The Journal states that Fannie and Freddie will build
on a pilot program that Freddie has with Provident Funding
Associates LP and with NattyMac, wherein Freddie makes commitments
to buy loans made by Provident Funding that are financed by
NattyMac.

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

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

                         Conservatorship

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


FRONTIER COMMS: Completes Offer of $600MM Notes Due 2011
--------------------------------------------------------
Frontier Communications Corporation completed its previously
announced offering of $600 million in aggregate principal amount
of 8.125% Senior Notes due 2018.  The Offered Notes were sold to
the public at a price of 98.441% of par, and Frontier received net
proceeds of approximately $577.6 million from the sale of the
Offered Notes after deducting underwriting discounts and offering
expenses.

Frontier also said that in accordance with the terms of its
previously announced tender offer for its outstanding 9.250%
Senior Notes due 2011 and 6.250% Senior Notes due 2013, it has
accepted for purchase approximately $564 million aggregate
principal amount of 2011 Notes tendered as of 5:00 p.m. on
September 30, 2009.  Frontier Communications used proceeds from
the sale of the Offered Notes plus cash on hand to purchase the
2011 Notes.  Approximately $77 million aggregate principal amount
of 2011 Notes remain outstanding, which may be validly tendered
and accepted for purchase during the remainder of the tender
period, as discussed below.

"The successful note offering and the early results of the tender
offer follow our successful note offering in April 2009 and our
2009 open market repurchases, all of which have materially reduced
our shorter term refinancing risk and, together with our $250
million undrawn revolving credit facility, provide us with
significant financial flexibility," said Don Shassian, Frontier's
Chief Financial Officer.  "In addition, the three primary debt
rating agencies all noted the positive financial impact of our
pending acquisition of Verizon assets.  We are looking forward to
reducing our pro forma leverage to 2.6x as a result of the close
of the Verizon transaction," said Mr. Shassian.  Taking into
account the new note offering and the early results of the tender
offer, Frontier has reduced its aggregate principal amount of debt
maturing in 2011 to $280 million.

The tender offer will expire at 9:00 a.m., Eastern Time, on
October 16, 2009.  At that time, Frontier Communications expects
to accept for purchase (a) any remaining 2011 Notes validly
tendered after the Early Tender Date and then (b) 2013 Notes
validly tendered on a pro rata basis in such principal amount as
can be purchased for aggregate consideration equal to the
difference between $700,000,000 and the aggregate consideration
used to purchase all 2011 Notes accepted for purchase in the
tender offer.  As of the Early Tender Date, approximately $419
million aggregate principal amount of 2013 Notes have been
tendered.

               About Frontier Communications

Frontier Communications Corporation , headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                        *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


FRONTIER FINANCIAL: Seeks Partner after SP Merger Unravels
----------------------------------------------------------
Frontier Financial Corp. is seeking ways to shore up its balance
sheet after a deal to be bought by SP Acquisition Holdings Inc.
fell through, Michael J. Moore at Bloomberg reported.

"We certainly had contingency plans in the event this didn't
happen, because it always was a very short time frame for the
process," Frontier Financial Chief Executive Officer Patrick
Fahey, said in an interview with Bloomberg.  "It's very
disappointing, but we're going to get past that and get on with
new actions to attempt to come out of this."

Mr. Fahey, who joined in December, said Frontier is selling assets
after regulators ordered it to raise new capital.

                         Botched SP Merger

As reported by the TCR on October 6, 2009, Frontier Financial and
SP Acquisition Holdings, Inc., have mutually agreed to terminate
the Agreement and Plan of Merger, dated as of July 30, 2009,
because certain closing conditions contained in the merger
agreement could not be met.

Pat Fahey, Chairman and Chief Executive Officer of Frontier, noted
that "After working diligently for several months, the parties
could not secure the required regulatory approvals in sufficient
time to complete the transaction by the October 10, 2009 deadline.
We will continue to aggressively work to resolve our loan
problems, and shore up our capital position."

                       About SP Acquisition

SP Acquisition Holdings (NYSE Amex: DSP) is a blank check company
organized under the laws of the State of Delaware on February 14,
2007. It was formed for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition or other similar
business combination, one or more businesses or assets.

Because of termination of the merger agreement with Frontier
Financial, SPAH's corporate existence will cease on October 10,
2009.  The trustee will commence liquidating the investments
constituting the trust account and distribute the proceeds to the
public stockholders of SPAH in accordance with SPAH's amended and
restated certificate of incorporation, the Investment Management
Trust Agreement, and applicable law.

                     About Frontier Financial

Frontier Financial Corporation (NASDAQ: FTBK) --
http://www.frontierbank.com/-- is a Washington-based financial
holding company, providing financial services through its
commercial bank subsidiary, Frontier Bank, since 1978. Frontier
Bank offers a wide range of banking and financial services to
businesses and individuals in its market area, including trust,
cash management, and investment and insurance products. Frontier
operates 48 offices in Clallam, Jefferson, King, Kitsap, Pierce,
Skagit, Snohomish, Thurston, Whatcom counties in Washington and 3
offices in Oregon.

Frontier has acknowledged that, like many banks that concentrated
on residential construction and development lending, it has been
heavily impacted by the sharp downturn in the economy and the
Northwest housing market.  Frontier Bank agreed to the issuance of
an order to cease and desist on March 20, 2009, by the Federal
Deposit Insurance Corporation, resulting from a June 30, 2008
examination.  In addition, on July 2, 2009, Frontier Financial
Corporation entered into an agreement with the Federal Reserve
Bank of San Francisco resulting from the same examination.  Under
the terms of the agreements, the Bank has agreed to, among other
things, increase and maintain its capital levels, and reduce its
risk exposure to assets classified as "substandard" or doubtful."

Frontier Financial reported a net loss of $83.8 million, or
($1.78) per diluted share for six months ended June 30, 2009,
compared to net income of $17.6 million, or $0.37 per diluted
share, for the same period a year ago.  The ratio of nonperforming
assets was also 20.53% of total assets at June 30, 2009, up from
16.25% at March 31, 2009, and 2.97% a year ago.

On June 11, 2009, the Company announced a workforce reduction of
approximately 6% of the workforce, effective immediately.


GALLERIA (USA): Joins Hong Kong Unit in Bankruptcy
--------------------------------------------------
Galleria (USA) filed for bankruptcy in Santa Ana, California (Case
No. 09-20651), following the filing of affiliate Galleria (Hong
Kong) Ltd. last week.

The petition for Chapter 11 protection filed Oct. 3 listed up to
$500 million in debt, and up to $100 million in assets.  The
company's full statement of financial affairs is due Oct. 19.

Galleria manufactures home accents.

Galleria (Hong Kong) Ltd. sought bankruptcy Sept. 29 (Bankr. C.D.
Calif. Case No. 09-20414).  Matthew A Lesnick, Esq., represents
the Debtor in its restructuring effort.  The petition says that
assets and debts are $100,000,001 to $500,000,000.

Bank of America filed a winding up petition against a company of
the same name and with the same address in Hong Kong in July,
Tiffany Kary at Bloomberg notes.


GENERAL GROWTH: Proposes $11.6 Million Bonus Pool
-------------------------------------------------
Christopher Scinta at Bloomberg reports that General Growth
Properties Inc., is asking the Bankruptcy Court for permission to
pay as much as $11.6 million in incentive bonuses to 12 executives
including Chief Executive Officer Adam Metz and Chief Operating
Officer Thomas Nolan.

According to the report, the funds would come from an existing
incentive plan the company wants to amend, as well as a new "key
employee incentive plan."

"Without the employee incentive programs, employees' total direct
compensation potential will remain substantially below market and
the effect on their incentives will be devastating," wrote
attorneys from General Growth's two law firms, Kirkland & Ellis
LLP and Weil Gotshal & Manges LLP, in a court filing.

Should U.S. Bankruptcy Judge Allan Gropper approve the two plans,
2,875 General Growth employees may share as much as $47.5 million
if the Company exceeds performance goals.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GEO GROUP: Moody's Assigns 'B1' Rating on Senior Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior unsecured debt issuance of approximately US$250 million.
Concurrently, Moody's affirmed the GEO Group's corporate family
rating at Ba3, senior secured rating at Ba3, and senior unsecured
rating at B1.  The rating outlook is positive.

The new notes will mature on Oct 15, 2017, and will rank pari
passu with any other unsecured debt and will be guaranteed by all
of the company's restricted subsidiaries that guarantee the credit
facility.  Proceeds from this offering will be used to fund the
repurchase of all of GEO's existing 8 1/4% senior unsecured notes
due 2013, for which GEO is conducting a cash tender offer, and to
pay down a portion of indebtedness outstanding under the company's
senior credit facility and for general corporate purposes.

Moody's recently affirmed all the ratings and revised the outlook
to positive from stable on September 28, 2009.  The positive
rating outlook is based on the company's growing cash flow,
stronger fixed charge coverage ratios and adequate liquidity.  The
company has significantly increased operating cash flow to a
projected $139 million for full year 2009 from $46 million in 2006
as a result of growing revenues and improving operating margins.
All-in fixed charge coverage also improved significantly to 1.7x
from 1.3x for the comparable period.  All-in fixed charge coverage
is defined as EBITDAR/ interest expense including capitalized
interest, plus income taxes, principal amortization, capital
leases and rent expense.  The positive outlook incorporates
Moody's view that despite concerns over state and federal budget
deficits, the GEO Group will manage expiring contracts and likely
obtain new contracts and customers due to an overriding demand for
its facilities.

Moody's would likely upgrade GEO Group should the firm achieve
gross operating margins closer to 20%, reduce secured debt
approaching 20% of gross assets, and consistently achieve
EBITDAR/fully loaded fixed charge coverage in excess of 1.5X, with
fully loaded fixed charge defined as interest expense including
capitalized interest, plus income taxes, principal amortization,
capital leases and rent expense.  Conversely, a downgrade would
occur should GEO Group incur debt to EBITDA above 6X, sustain
secured debt to gross assets above 40%, or experience a stall in
revenue growth due to major tenant loss.

This rating was assigned with a positive outlook:

* GEO Group, Inc. -- $250 million senior unsecured notes at B1

These ratings are affirmed with a positive outlook:

* GEO Group, Inc. -- Ba3 senior secured; B1 senior unsecured; Ba3
  corporate family.

Moody's last rating action with respect to GEO was on
September 28, 2009, when Moody's affirmed the ratings and revised
the outlook to positive.

The GEO Group, Inc., is based in Boca Raton, Florida, USA, and is
a provider of government-outsourced services specializing in the
management of correctional, detention and mental health and
residential treatment facilities in the United States, Australia,
the United Kingdom, South Africa, and Canada.  As of June 30,
2009, GEO managed more than 53,000 beds and had an additional
7,000 beds under development.


GEO GROUP: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level rating to Boca Raton, Florida-based The Geo Group
Inc.'s proposed eight-year $250 million senior unsecured notes due
October 2017.  The proposed notes are rated 'BB-', and the
recovery rating is '4', which indicates its expectation for
average (30% to 50%) recovery for lenders in the event of a
payment default or bankruptcy.

"These ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.  Given that S&P's
estimated recovery is close to 30%, any subsequent increase in
debt could result in a lower recovery rating and senior unsecured
issue-level rating," said Standard & Poor's credit analyst Jerry
Phelan.  S&P expects the notes to be issued under Rule 144A with
registration rights.

S&P expects proceeds from the proposed issuance to be used to
finance the tender offer for GEO's 8.25% $150 million notes due
2013 and for general corporate purposes, including paying down a
portion of debt outstanding under the company's revolving credit
facility.  S&P will withdraw the 'BB-' rating on the existing
$150 million notes following repayment.  Total debt outstanding as
of June 28, 2009, was $521 million.

S&P expects the proposed note issuance, in conjunction with GEO's
planned revolving credit facility increase and extension that is
scheduled to close this month, to provide additional liquidity for
the company's expansion plans.  As a result of the debt issuance,
recent Just Care Inc. acquisition, and continued negative free
cash flow due to high growth capital expenditures, S&P believes
credit measures will worsen moderately over the near term,
including leverage in the high 3x area.

The ratings on private prison operator GEO reflect the company's
narrow business focus in an industry that is subject to social and
political policy changes, exposure to the potential for national
inmate population reductions over time, high customer
concentration, a leveraged financial profile, and continued
substantial capital-expenditure program.  The company's strong
market position, operating cash flow growth, and limited industry
cyclicality partially mitigate these factors.

                          Ratings List

                            Geo Group

       Corporate credit rating                BB-/Stable/--

                            New Rating

           Proposed $250 mil. sr unsecd notes due 2017

            Senior unsecured debt rating           BB-
               Recovery rating                     4


GERARDO TAMAGO SALAS: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Joint Debtors: Gerardo Tamago Salas
                  dba Kwik Dry Clean Supercenter on Bethany
                  dba GSES Drycleaning Super Center, LLC
                  dba Salas Flooring
               Esther Salas
                  fka Esther Rodriguez
               4016 Dickens Drive
               Plano, TX 75023

Bankruptcy Case No.: 09-43147

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtors' Counsel: Michael S. Mitchell, Esq.
                  18111 N. Preston Road, Suite 810
                  Dallas, TX 75252
                  Tel: (972) 578-1400
                  Fax: (972) 578-1325
                  Email: msmattny@jdksystems.com

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

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

The Debtor identified Internal Revenue Service with a 1040 Taxes
(2007 and 2008) debt claim for $27,072 as its largest unsecured
creditor. A full-text copy of the Debtor's petition, including a
list of its largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/txeb09-43147.pdf

The petition was signed by the Joint Debtors.


GREAT SMOKEY: Case Dismissed for Non-Compliance of Bankr. Law
-------------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina dismissed the Chapter 11 case
of Great Smokey Mountain Enterprises, Inc. due to the Debtor's
failure to comply with applicable bankruptcy law.

The Court said that the interests of Debtor and its creditors
would be best served by a dismissal for cause of the Chapter 11
case.

Sylva, North Carolina-based Great Smokey Mountain Enterprises,
Inc., filed for Chapter 11 on Sept. 11, 2009 (Bankr. W.D. N.C.
Case No. 09-20190).  Edward C. Hay Jr., Esq., at Pitts, Hay &
Hugenschmidt, P.A., represented the Debtor in its restructuring
effort.  According to the Debtor's schedules, the Company has
assets of at least $11,176,000, and total debts of $6,202,515.


GREEKTOWN HOLDINGS: Committee Proposes Edelman as Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Greektown
Holdings Casino LLC seeks the Court's permission to retain Charles
S. Edelman LLC as its valuation consultant and expert witness in
the Debtors' Chapter 11 cases nunc pro tunc to September 1, 2009.

The Committee says they believe in Edelman LLC's expertise
valuations and substantial experience in the gaming industry.

The Committee tells the Court that it needs the assistance of
Edelman LLC to:

  -- evaluate the Debtors' enterprise value and appropriate
     capital structure;

  -- assess valuation issues and options concerning the Debtors'
     Plan and Luna Greektown LLC's Alternative Plan;

  -- provide testimony in court and in depositions, if
     necessary; and

  -- provide any other service the Committee and Edelman LLC
     mutually deem to be necessary and appropriate.

The Committee proposes that Edelman LLC be paid for the
additional service $150,000 per month for a minimum of three
months.  The firm will also be reimbursed for its actual and
necessary out-of-pocket business expenses related to the
engagement.

The Committee seeks that the Monthly Fee and any reimbursement of
expenses will be paid by the Debtors to Edelman LLC in full on
the first of each month, notwithstanding any order, rule or
statute to the contrary.

Either party may terminate Edelman LLC's engagement upon two
weeks' prior written notice.  In the event that the engagement is
terminated by the Committee before the conclusion of the Minimum
Period, Edelman LLC will be entitled to receive its Monthly Fees
for entire the Minimum Period.  If the engagement is terminated
after the completion of the Minimum Period, but prior to the 15th
of any month after completion of the Minimum Period, Edelman LLC
will return one-half of the Monthly Fee for that month to the
Debtors' estates.

Charles Edelman, a member of Edelman LLC, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

In separate filings, the Committee sought and obtained a Court
ruling for the hearing on the Application to be set for Oct. 14,
2009.

                      About Greektown Casino

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

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

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


GREEKTOWN HOLDINGS: Opposes EDC Lift Stay Request on Unused Funds
-----------------------------------------------------------------
Greektown Holdings Casino LLC and its units ask the Court to deny
Economic Development Corporation of the City of Detroit's request
to lift the automatic stay.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, points out that the EDC asserts rights to
certain excess funds remaining with a trustee after certain bonds
were retired pursuant to a certain release, when that release is
inapplicable because (1) it does not release the trustee from its
obligations under the trust indenture and the excess funds arise
only under the trust indenture, and (2) the events giving rise to
the excess funds occurred six years after the release was
executed and the release is not prospective.

In this light, the EDC has utterly failed to present "cause" to
grant relief from the automatic stay, Mr. Weiner argues.

Before the Debtors filed their objection, the EDC filed a
certificate of objection which was subsequently withdrawn.

                         Lift Stay Request

Greektown Casino LLC is one of three developers that each entered
into a Development Agreement with the Economic Development
Corporation of the City of Detroit and the City of Detroit, for
the development of a casino to be located in a certain area.

Under the Development Agreement, the Debtor was obligated to
provide credit enhancement for tax-exempt bonds and taxable bonds
to be issued by the EDC to finance a portion of the cost of the
acquisition of land, the construction of certain infrastructure
improvements, and remediation of certain environmental conditions
on the land or related areas.  Accordingly, the Bonds were issued
pursuant to separate indentures between the EDC and U.S. Bank
National Association, as trustee.

Subsequently, the Development Agreement was revised to permit the
Developers to build their casinos in locations other than the
Project Areas.  The Greektown Revised Development Agreement
provides in effect that at the "closing," the Debtor will release
and forever waive all of its right, title and interest in, if
any, the proceeds of the Bonds and interest on the proceeds
remaining after payment of costs of issuance and all
disbursements.

Richard I. Kilpatrick, Esq., at Kilpatrick & Associates P.C., in
Auburn Hills, Michigan, relates that the "closing," as defined
under the Greektown Revised Development Agreement, occurred on
August 2, 2002, and the Debtor delivered a release of all claims
against EDC and the City.

As of August 27, 2009, the Bond Trustee held unexpended proceeds
of the Bonds, totaling more than $164,237, according to Mr.
Kilpatrick.  The Unexpended Amount, he maintains, represents a
portion of the Bonds proceeds plus interest accrued from the date
of issuance.  He adds that it continues to accrue interest.

By this motion, the EDC asks the Court to confirm that the
Unexpended Amount is not property of the Debtor and therefore, is
not subject to the automatic stay.

Mr. Kilpatrick contends that the Debtor has no right to the
Unexpended Amount because the project construction has not been
completed.

                      About Greektown Casino

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

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

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


GREEKTOWN HOLDINGS: Taps Signature Assoc. as Valuation Consultant
-----------------------------------------------------------------
Greektown Holdings Casino LLC and its units sought and obtained
the Court's authority to employ Signature Associates as their real
property valuation consultant to confirm the market value of
certain parcels of non-core real property in connection with the
confirmation of their proposed Plan of Reorganization.

As the Debtors' valuation consultant, Signature Associates will
perform these services:

  (1) Valuation of certain properties of the Debtors in Detroit,
      Michigan, including:

         * A real property located at 400 E. Lafayette;
         * A real property located at 422 E. Lafayette;
         * A property referred to as the "Gratiot Property",
           collectively comprised of vacant lots located at:

              -- 600 Gratiot,
              -- 660 Gratiot,
              -- 614 Gratiot,
              -- 604 Gratiot,
              -- 663 Mullett,
              -- 657 Mullett,
              -- 1510 S1. Antoine,
              -- 1420 Chrysler Dr, and
              -- 478 Randolph St.

  (2) Provide advice to the Debtors with respect to valuation
      matters and potentially testifying as an expert or fact
      witness in the Debtors' Chapter 11 cases.

The Debtors will pay Signature Associates a fee not exceeding
$40,000 for the Services.  Signature Associates will apply to the
Court for expense reimbursement or allowances of compensation for
all services it provides to the Debtors in accordance with the
applicable provisions of the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, the Local Rules of Bankruptcy Procedure,
orders of the Court, and the guidelines established by the United
States Trustee.

Steven G. Gordon, president of Signature Associates, assured the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Before the Court approved the Application, the United States
Trustee gave its support to the employment request by filing a
statement of consent.

                      About Greektown Casino

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

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

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


GREEN DRAGON: Earns $30,900 in First Quarter Ended June 30
----------------------------------------------------------
Green Dragon Wood Products, Inc. reported net income of $30,900 on
net revenues of $3,336,920 for the three months ended June 30,
2009, compared with net income of $199,730 on net revenues of
$5,097,927 in the same period last year.  The revenue decrease
was attributed by the Company to the reduction in orders from
construction and renovation project customers.

At June 30, 2009, the Company's consolidated balance sheet showed
$7,736,444 in total assets, $5,842,693 in total liabilities, and
$1,893,751 in total stockholders' equity.

Full-text copies of the Company's consolidated financial
statements for the first quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?4661

                      Going Concern Doubt

ZYCPA Company Limited, in Hong Kong, expressed substantial doubt
about Green Dragon Wood Products, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended March 31, 2009.  The auditing firm
said that for the year ended March 31, 2009, the Company incurred
a net loss of $140,805 and suffered from a negative operating cash
flow of $1,249,961.  The continuation of the Company as a going
concern through March 31, 2010, is dependent upon the continuing
financial support of its shareholders and credit facility from the
banks.

                      About Green Dragon

Based in Kowloon, Hong Kong, Green Dragon Wood Products, Inc., was
incorporated under the laws of the State of Florida on
September 26, 2007.  The Company, through its subsidiaries, mainly
engages in re-sale and trading of wood logs, wood lumber, wood
veneer and other wood products in Hong Kong.


GRUBB & ELLIS: Defers $27.3MM Loan Prepayment Until November 30
---------------------------------------------------------------
Grubb & Ellis Company on October 1, 2009, said it had amended its
senior secured revolving credit facility revising certain terms of
its Third Amended and Restated Credit Agreement dated May 18,
2009, with Deutsche Bank Trust Company Americas, as Administrative
Agent, the financial institutions identified therein as Lender
Parties, Deutsche Bank Trust Company Americas as Syndication
Agent, and Deutsche Bank Securities Inc., as sole issuing manager
and sole manager.

The First Credit Facility Letter Amendment, among other things,
modifies and provides the Company an extension from September 30,
2009, to November 30, 2009, to (i) effect its recapitalization
plan and in connection therewith to effect a prepayment of at
least 72% percent of the Revolving Credit A Advances, and (ii)
sell four commercial properties, including the two real estate
assets that the Company had previously acquired on behalf of Grubb
& Ellis Realty Advisors, Inc.

The First Credit Facility Letter Amendment also grants the Company
a one-time right, exercisable by November 30, 2009, to prepay the
Credit Facility in full for a reduced principal amount equal to
65% of the aggregate principal amount of the Credit Facility then
outstanding.

In connection with the Extension, the warrant agreement dated as
of May 18, 2009, by and between the Company and the holders that
was entered into in connection with the Credit Facility was also
amended pursuant to a letter amendment to the Warrant Agreement to
extend from October 1, 2009, to December 1, 2009, the time when
the warrant issued pursuant to the Warrant Agreement is first
exercisable by its holders.

The First Credit Facility Letter Amendment also grants a one-time
waiver from the covenant requiring all proceeds of sales of equity
or debt securities to be applied to pay down the Credit Facility
to facilitate by October 2, 2009, the sale by the Company to an
affiliate of the Company's largest stockholder and Chairman of the
Board of Directors of the Company, $5 million of subordinated debt
or equity securities of the Company so long as (i) the Permitted
Placement is junior, subject and subordinate to the Credit
Facility, (ii) the net proceeds of the Permitted Placement are
placed into an account with Deutsche Bank Trust Company Americas,
(iii) the disbursement of the funds in such account is in
accordance with the Approved Budget (as defined in the Credit
Facility), (iv) a Third Amended and Restated Security Agreement
dated as of May 18, 2009 made by the Grantors in favor of Deutsche
Bank Trust Company Americas, as administrative agent for the
Secured Parties that was entered into in connection with the
Credit Facility is amended to effect the granting by the Company
of a security interest in the net proceeds of the Permitted
Placement to Deutsche Bank Trust Company Americas, for the benefit
of the Secured Parties, and (v) the Permitted Placement is
otherwise satisfactory to the Lenders.  In addition, if the
Permitted Placement is in the form of subordinated debt, the
Company and the entity making the $5 million loan are required to
enter into a subordination agreement with Deutsche Bank Trust
Company Americas.

Concurrently with the entering into of the First Credit Facility
Letter Amendment, the Security Agreement was amended pursuant to a
letter amendment to the Security Agreement whereby the Company
granted a security interest in the net proceeds of the Permitted
Placement to Deutsche Bank Trust Company Americas, for the benefit
of the Secured Parties.

The First Credit Facility Letter Amendment also provides that the
$4,289,245 that was deposited in a cash collateral account to cash
collateralize outstanding letters of credit under the Credit
Facility will instead be used to pay down the Credit Facility.

On October 2, 2009, the Company effected the Permitted Placement
and issued a $5 million senior subordinated convertible note to
Kojaian Management Corporation. The Note (i) bears interest at 12%
per annum, (ii) is co-terminous with the term of the Credit
Facility (including if the Credit Facility is terminated pursuant
to the Discount Prepayment Option), (iii) is unsecured and fully
subordinate to the Credit Facility, and (iv) in the event the
Company issues or sells equity securities in connection with or
pursuant to a transaction with a non-affiliate of the Company
while the Note is outstanding, at the option of the holder of the
Note, the principal amount of the Note then outstanding is
convertible into those equity securities of the Company issued or
sold in such non-affiliate transaction.  In connection with the
issuance of the Note, Kojaian Management Corporation, Deutsche
Bank Trust Company Americas and the Company entered into a
subordination agreement.

                    About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Grubb
& Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-- is
one of the largest and most respected commercial real estate
services and investment companies in the world.  Its 6,000
professionals in more than 130 company-owned and affiliate offices
draw from a unique platform of real estate services, practice
groups and investment products to deliver comprehensive,
integrated solutions to real estate owners, tenants and investors.
The firm's transaction, management, consulting and investment
services are supported by highly regarded proprietary market
research and extensive local expertise.  Through its investment
subsidiaries, the company is a leading sponsor of real estate
investment programs that provide individuals and institutions the
opportunity to invest in a broad range of real estate investment
vehicles, including public non-traded real estate investment
trusts (REITs), tenant-in-common (TIC) investments suitable for
tax-deferred 1031 exchanges, mutual funds and other real estate
investment funds.


HENDRICKS FURNITURE: Taps Jeff Leary as Finance Vice Pres.
----------------------------------------------------------
Furniture Today reports that Hendricks Furniture Group, LLC, has
hired Jeff Leary as vice president of finance and controller.
Hendricks Furniture said in a statement that Mr. Leary is a
"seasoned executive with a broad background in public and private
accounting" with a career spanning nearly 20 years.  According to
Furniture Today, Mr. Leary most recently held senior financial
positions at CMI Contracting, including controller and chief
financial officer.

Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture makes and sells furniture.  The
Company and its affiliates filed for Chapter 11 on June 10,
2009 (Bankr. W.D. N.C. Lead Case No. 09-50790).  Albert F.
Durham, Esq., at Rayburn, Copper & Durham, P.A., represents the
Debtors in their restructuring effort.  Hendricks listed
$50 million to $100 million in assets and $10 million to
$50 million in debts in its petition.


HAMPSHIRE GROUP: BDO Seidman Replaces Deloitte as Accountants
-------------------------------------------------------------
Hampshire Group, Limited, has dismissed Deloitte & Touche, LLP, as
the Company's independent registered public accounting firm and
engaged BDO Seidman LLP as its new independent registered public
accounting firm.

The decision to dismiss Deloitte was recommended and approved by
the Audit Committee of the Company's Board of Directors as part of
the Company's continuing effort to reduce costs consistent with
its restructuring plan.

The audit reports of Deloitte on the Company's consolidated
financial statements for the fiscal years ended December 31, 2008,
and 2007 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that the report for
fiscal year ended December 31, 2008, contained an explanatory
paragraph in respect to uncertainty as to the Company's ability to
continue as a going concern.  Specifically, the Company was not in
compliance with a covenant in its credit facility with HSBC Bank
USA, National Association, other financial institutions as bank
parties, and HSBC, as Letter of Credit Issuing Bank and as Agent
for the Banks, at December 31, 2008, which raised uncertainty
regarding the Company's ability to fulfill its financial
commitments as they become due during 2009.

Subsequently, the Company amended its credit facility on August 7,
2009, which eliminated the covenant violation and provided the
Company with a $48 million credit facility.  During the fiscal
years ended December 31, 2008, and December 31, 2007, and during
the period from the end of the most recently completed fiscal year
through September 28, 2009, the date of the dismissal of Deloitte,
there were no disagreements with Deloitte regarding any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Deloitte would have caused
it to make reference to such disagreements in its reports.  During
the years ended December 31, 2008 and 2007, and through
September 28, 2009, there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.

Concurrently with the dismissal of Deloitte and upon the
recommendation and approval of the Audit Committee, the Company on
September 28 engaged BDO as its independent registered public
accounting firm for the fiscal year ended December 31, 2009, and
to perform procedures related to the financial statements included
in the Company's quarterly reports on Form 10-Q, beginning with
the quarter ended September 26, 2009.  During the fiscal years
ended December 31, 2008 and 2007 and through September 28, 2009,
the date of the appointment of BDO, the Company did not consult
BDO with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or
reportable events as defined in Item 304(a)(2)(i) and (ii) of
Regulation S-K.

              Restructuring and Cost Reduction Plans

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

                       About Hampshire Group

Hampshire Group, Limited (Pink Sheets: HAMP.PK) is a U.S. provider
of women's and men's sweaters, wovens and knits, and a designer
and marketer of branded apparel.  Its customers include leading
retailers such as JC Penney, Kohl's, Macy's, Belk's and Dillard's,
for whom it provides trend-right, branded apparel.  Hampshire's
owned brands include Spring+Mercer(R), its "better" apparel line,
Designers Originals(R), Hampshire's first brand and still a top-
seller in department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's tops and bottoms and Alexander Julian
Colours(R) for men's tops.


HAWAIIAN TELCOM: Agrees on Plan-Related Schedule with Creditors
---------------------------------------------------------------
Judge Lloyd King of the United States Bankruptcy Court for the
District of Hawaii has approved the proposed revised schedule to
govern the confirmation process of Hawaiian Telcom Communications
Inc. and its affiliates' Amended Joint Chapter 11 Plan of
Reorganization, as negotiated with the Official Committee of
Unsecured Creditors, and Lehman Commercial Paper Inc., as
administrative agent to the Secured Lenders.

The Court-approved deadlines are:

September 23, 2009   --  The date by which the Debtors, the
                         Committee and the Secured Lenders must
                         have served all written discovery and
                         fact witnesses deposition notices on
                         each other

October 5, 2009      --  Deadline for all parties, including
                         potential objectors, to identify any
                         confirmation hearing witnesses

October 5, 2009      --  Last day for Objectors to serve written
                         discovery

October 5, 2009      --  Last day to serve any third party
                         subpoenas

October 7, 2009      --  All expert reports are due

October 19, 2009     --  All rebuttal reports are due

October 26, 2009     --  Last day to complete all depositions

October 28, 2009     --  Closing of the discovery process

October 30, 2009     --  Deadline to file any Plan Objections
no later than 1:00 p.m.

As previously reported, Judge King is set consider confirmation
of the Amended Plan at a November 9, 2009 hearing.

Judge King has also authorized the Debtors' entry into a
stipulated protective order with the Creditors' Committee and
Lehman Commercial, governing procedures and protections for the
confidential and sensitive information of the Debtors and certain
other parties.  All confirmation discovery will be subject to the
Stipulated Protective Order, the Court held.

                      Hawaiian Telcom's Plan

Hawaiian Telcom's plan provides for these terms:

  -- Senior secured creditors will recover 75% to 80% of their
     claims through the conversion of $590 million of senior
     secured debt into a $300 million secured term loan and all of
     the new stock.

  -- Senior noteholders, owed $350 million, would recover 2% to 3%
     though warrants for 12.75% of the new stock and subscription
     rights to buy as much as $50 million more.

  -- Subordinated noteholders owed $150 million are to receive
     nothing while existing stock is to be canceled.

  -- General unsecured creditors with claims aggregating up to
     $40 million are to receive a cash recovery amounting to 1% to
     2%.

Hawaiian Telcom had said that in a Chapter 7 liquidation,
administrative claimants who will recover 100% of their claims
under the Plan will recover as low as 84 cents, senior secured
creditors will only recover 56% to 65% of their claims, while
unsecured creditors will recover only 0% to 0.6% of their allowed
claims.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Signs Stipulation Allowing TW Telecom's Setoff
---------------------------------------------------------------
tw telecom of hawaii l.p., formerly known as Time Warner Telecom
of Hawaii L.P., doing business as Oceanic Communications and an
affiliate of tw telecom inc., purchased certain
telecommunications services from the Debtors pursuant to federal
and state tariffs and is party to an interconnection agreement
with Debtor Hawaiian Telcom, Inc.  Similarly, before the Petition
Date, the Debtors purchased certain telecommunications services
from tw telecom under the Tariffs and Agreement.

Disputes arose as to the amounts due between the parties under
the Tariffs and Agreement.  Subsequently, tw telecom filed Claim
No. 237 against the Debtors asserting a secured claim for
$109,407.  Upon reconciliation of the prepetition amounts, the
parties agree that tw telecom owes the Debtors $597,616 for
prepetition services under the Tariffs and Agreement and the
Debtors owe tw telecom $108,151 for prepetition services under
the Tariffs and Agreement.

In a Court-approved stipulation, the parties agree to
modification of the automatic stay under Section 362 of the
Bankruptcy Code solely to allow tw telecom to set off the
$108,151 owed by the Debtors against the $597,616 owed to the
Debtors in full and final satisfaction of any prepetition claims
tw telecom may have against the Debtors under the Tariffs and
Agreement.  tw telecom will pay to the Debtors the remaining
$489,465 immediately.  The Debtors and tw telecom agree to mutual
releases with respect to any prepetition claims they may have
against each other arising from the Tariffs and Agreement.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: 8 Firms Charge $3.74-Mil. for April-June Work
--------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, eight
professionals retained in Hawaiian Telcom Communications Inc.'s
Chapter 11 cases have filed with the Court their second interim
fee applications for the fee period from April 1, 2009 through
June 30, 2009:

Firm                                   Fees      Expenses
----                                 --------    --------
Moseley Biehl Tsugawa Lau & Muzzi     $82,539      $6,822
FTI Consulting, Inc.                  600,000      28,708
Morrison & Foerster LLP               598,206      45,669
Kirkland & Ellis LLP               $1,480,250     $33,785
Cades Schutte LLP                     239,680         974
Lazard Freres & Co. LL                600,000      47,436
Deloitte & Touche LLP                 115,968           0
Ernst & Young LLP                      26,893           0

FTI Consulting also asks the Court to compel the Debtors' interim
reimbursement of a $29,708 Hawaii Excise Tax and payment of
$169,082 in unpaid fee expenses and reimbursements related to the
Hawaii Excise Tax.  Moseley Biehl also seeks the Debtors' payment
of $48,459 in unpaid fees.

Morrison & Foerster acts as lead counsel to the Official
Committee of Unsecured Creditors, while Moseley Biehl serves as
co-counsel to Committee.  FTI Consulting is the Committee's
financial advisor.

Kirkland & Ellis serves as the Debtors' counsel.  Deloitte is the
Debtors' independent auditors.  Ernst & Young acts as tax
auditors to the Debtors.  Lazard Freres is financial advisor to
the Debtors.  Cades Schutte is the Debtors' counsel.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HC INNOVATIONS: Major Stockholders OK Increase in Common Shares
---------------------------------------------------------------
Stockholders owning a majority of the voting stock of HC
Innovations, Inc., have taken action by written consent to approve
an amendment to the Company's Certificate of Incorporation.  The
amendment will increase the number of authorized shares of HC
Innovations common stock, par value $0.001 per share, from
100,000,000 to 1,000,000,000.  The Amendment is to become
effective on or after the 20th day after the Company's information
statement is sent to stockholders.

Stockholders of record at the close of business on August 21,
2009, will be entitled to notice of this stockholder action by
written consent.  Since the action was approved by the holders of
the required majority of the outstanding shares of the Company's
voting stock, no proxies were or are being solicited.

HC Innovations is currently authorized by its Certificate of
Incorporation to issue 100,000,000 shares of Common Stock, $0.001
par value per share.  On September 21, there were 99,713,128
shares of the Company's Common Stock issued and outstanding.

On September 17, 2009, the Company's board of directors
unanimously adopted a resolution declaring it advisable to amend
the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock from 100,000,000 to
1,000,000,000.  The board of directors further directed that the
amendment to the Certificate of Incorporation be submitted for
consideration by the stockholders.

On September 21, 2009, Brahma Finance (BVI) Limited, holder of an
aggregate of 60,000,000 voting rights with respect to their
60,000,000 shares of the Company's Common Stock delivered a
written consent to the Company adopting the Company's proposal.
Brahma Finance (BVI) Limited holds roughly 60% of the outstanding
voting rights.

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.

As of June 30, 2009, the Company had $4,484,521 in total assets
and $14,740,440 in total liabilities, resulting in $10,255,919
stockholders' deficit.

As reported by the Troubled Company Reporter on June 29, 2009, CCR
LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC Innovations
to continue as a going concern.  The auditor noted that the
Company has a working capital deficiency of roughly $9.6 million
as of December 31, 2008, has had net losses of roughly
$14.5 million and $10.7 million for the years ended December 31,
2008 and 2007, respectively, has an accumulated deficit of
roughly $30.4 million as of December 31, 2008.

Management, however, believes that the Company will be successful
in its efforts to adequately meet its capital needs and continue
to grow its businesses, despite the auditors' adverse opinion.


HERCULES OFFSHORE: Moody's Assigns 'B2' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 3, 44%) rating to
Hercules Offshore Inc.'s proposed $300 million senior secured
notes due 2017.  Moody's also affirmed its B2 Corporate Family
Rating, B2 Probability of Default Rating, and its B2 senior
secured revolving credit facility due 2012 and B2 senior secured
term loan B due 2013, both LGD 3, 44% (previously both LGD 3,
43%).  The outlook remains negative.  The ratings are subject to
review of final documents and terms and conditions of the proposed
secured notes.

"The dramatic drop in upstream spending, particularly in Hercules'
historical market niche, has severely impacted demand for the
company's services," commented Francis J.  Messina, Moody's Vice-
President/Senior Analyst.  "In addition to its revenue decline,
margins have suffered significantly.  Management has responded
decisively with major cost reductions to bolster liquidity through
this downcycle."

The note proceeds from the pending offering, concurrent with: (i)
an $82.3 million (net) previously sold equity offering, (ii) a
potential $12.5 million (net) over-allotment, and (iii) other
funds from asset sales and cash, will be used to reduce the
current outstanding balance under its senior secured term loan B
due 2013 by approximately $400 million.

The affirmation of the B2 CFR rating reflects the company's equity
issuance and increased financial flexibility during an extremely
weak operating cycle that Moody's believe will continue into 2010,
with particularly weak third quarter and fourth quarter 2009
results anticipated.  The affirmation also reflects the
lengthening of its debt maturity schedule and an approximate
$100 million reduction in its overall debt level due to the equity
issue.

Hercules' B2 CFR rating reflects continued near-term weakness in
its core market, its low tangible asset coverage of debt, its
relatively small scale operations, and its high financial
leverage.  These challenges are somewhat mitigated by Hercules'
international drilling and liftboat businesses.  The B2 rating on
the company's senior secured notes reflects their pari passu
secured position in Hercules' capital structure relative to the
company's senior secured credit facilities.

Hercules' negative outlook is based on the expectation of
continued weakness in Hercules' U.S. offshore drilling niche.
While the proposed notes and equity issuance add financial
flexibility, the company's outlook continues to be negative due to
the extremely week business cycle.  Moody's notes that it views
the company's Gulf of Mexico operations as having a very weak
outlook and has focused on its international growth opportunities.
Near-term, Moody's remains concerned about the company's
anticipated cash burn rate, and will be monitoring the company's
ability to generate cash, bolster its earnings, and reduce its
financial leverage to prevent a downgrade.  Also, an inability to
demonstrate improved results by the first quarter of 2010 could
result in a downgrade.

Moody's last rating action on Hercules was on June 11, 2009, when
Moody's downgraded the company's CFR, PDR, and senior secured bank
ratings to B2.

Hercules Offshore, Inc., is headquartered in Houston, Texas.


HOLDINGS GAMING: Very Weak Revenues Cue Moody's Junk Ratings
------------------------------------------------------------
Moody's Investors Service lowered Holdings Gaming Borrower's
corporate family and probability of default ratings to Caa1 from
B3.  The ratings for the $10 million first lien revolver and
$305 million first lien first out term loan were downgraded to B2
from B1.  The rating for the $100 million first lien first loss
term loan was also lowered to Caa2 from Caa1.  The rating outlook
is negative.

The rating actions are predicated on the very weak and
significantly below expectation slot revenues and slot win per day
generated by the Rivers Casino since its opening on August 9,
2009.  While the company is accelerating its marketing efforts and
growing its patron database, improving the slot win per day to a
level well above $250 in the near term could prove challenging.
Operating metrics could remain far below the initial expectations
for the project.  The company will also face its first minimum
EBITDA covenant test as of December 31, 2009, which could prove
difficult in view of the initial ramp-up.

The casino is facing severe competitive pressures from the
Meadows, a racetrack and casino approximately 30 miles south of
the property, and the facilities in West Virginia, which have
materially increased their free slot play promotions.  Further,
the relative lack of accessibility of the Rivers Casino for
suburban patrons may be a more significant impediment than
originally thought.  The Rivers Casino is an urban facility, which
can be exposed to traffic congestion particularly when nearby
sport events take place over the week-end.  Recent experience in
other gaming markets demonstrates that convenience is a key
determinant in gamblers' visitation.

Continued weak top-line performance would likely drive poor
earnings generation and depressed financial metrics, also
considering the company's highly levered capital structure.  In
addition, while interest reserves provide a degree of cushion,
Gaming Borrower's liquidity profile could deteriorate without a
rapid turnaround in operating performance.

The rating outlook is negative.  Should revenues remain depressed
and sustained negative free cash flow is generated, the company's
ability to meet its debt service obligations in the near to
intermediate term could be impaired.

Rating lowered:

  -- Corporate family rating to Caa1 from B3

  -- Probability of default rating to Caa1 from B3

  -- $305 million First Lien First-Out Term Loan due 2013 to B2
     (LGD2, 25%) from B1 (LGD2, 25%)

  -- $10 million First Lien Revolver due 2013 to B2 (LGD2, 25%)
     from B1 (LGD2, 25%)

  -- $100 million First Lien First-Loss Term loan due 2013 to Caa2
     (LGD4, 69%) from Caa1 (LGD4, 69%)

The last rating action was on August 5, 2008, when Moody's
assigned a B3 corporate family rating to Gaming Borrower.

Through a subsidiary, Holdings Gaming Borrower, LP, operates the
Rivers Casino which opened on August 9, 2009, in Pittsburgh, PA.


HOMELAND SECURITY: June 30 Balance Sheet Upside-Down by $2,626,517
------------------------------------------------------------------
Homeland Security Capital Corporation's balance sheet as of
June 30, 2009, shows $32,838,757 in total assets and $35,295,506
in total liabilities, resulting in $2,626,517 stockholders'
deficit.

Homeland Security recorded gross profit on contract revenue of
$11,682,851.

The Company recorded a net loss from continuing operations of
$9,530,647 for the year ended June 30, 2009.  The Company recorded
a net loss from continuing operations of $259,374 for the six
months ended June 30, 2008.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?466b

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental, disaster relief electronic security solutions to
government and commercial customers.  The Company is engaged in
the strategic acquisition, operation, development and
consolidation of companies operating in the chemical, biological,
radiological, nuclear and explosive incident response and security
marketplace within the fragmented homeland security industry.

At August 31, 2009, the Company had 502 employees (an average of
478 on a trailing 12 month basis) that delivered the Company's
products and services from 23 locations, including 1 international
location.


HOVNANIAN ENTERPRISES: S&P Raises Corp. Credit Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating assigned to Hovnanian Enterprises Inc. and its subsidiary,
K. Hovnanian Enterprises Inc., to 'CCC+' from 'CCC'.  S&P also
assigned a 'CCC+' issue rating and '3' recovery rating to the
company's proposed $775 million senior secured first-lien notes
(to be issued by K. Hovnanian and guaranteed by Hovnanian).
Hovnanian intends to use the proceeds of the new note issuance to
fund a tender offer for any and all of its senior secured second-
lien ($600 million) and third-lien ($29 million) notes, and would
use excess proceeds to fund up to $100 million of certain senior
unsecured notes due 2012-2016 (nearer-term maturities would have a
higher priority).  As of the expiration of the early tender date
(Oct. 2, 2009), $589.2 million of the second-lien and
$17.6 million of third-lien notes were validly tendered, and more
than $270 million of senior notes were tendered.

S&P also raised its issue-level ratings on the company's unsecured
senior and senior subordinated notes to 'CCC-' from 'D' and
maintained S&P's '6' recovery rating, which indicates its
expectation for negligible (0%-10%) recovery in the event of a
payment default.  In addition, S&P lowered its ratings on the
remaining second-lien notes to 'CCC-' from 'CCC' and revised the
recovery rating to '6' from '4'; and S&P raised its rating on the
third-lien notes to 'CCC-' from 'CC' and maintained the '6'
recovery rating.  Lastly, S&P revised its outlook on the company
to developing from negative.

"The raising of the corporate credit rating acknowledges that
Hovnanian's near-term risk of default has diminished following the
company's successful completion of its new note issuance and
tender offer," said Standard & Poor's credit analyst George
Skoufis.

Hovnanian will have successfully pushed out a sizable 2013
maturity, and with its current cash position, should be in
position to meet its capital needs for at least the next 12
months.  However, S&P's rating continues to reflect Hovnanian's
negative equity base, along with lingering headwinds that could
stall a housing recovery and continue to pressure the company's
weak margins, prolong its negative earnings, and cause its
operations to burn cash.  S&P does note that although recent
orders are down, they do reflect better absorption rates, which
could ease operating losses if the recent trend proves sustainable
and if market conditions steadily improve.

The developing outlook indicates that S&P may raise or lower the
ratings.  The tender offer and new debt issue further extend
Hovnanian's debt maturity schedule, and in light of the company's
current cash position and signs that market conditions are
stabilizing, S&P believes the company has sufficient liquidity to
meet its near-term capital needs.  S&P would consider raising the
rating further if S&P believes the company is on track to return
to profitability and that it can replenish its equity base to
reduce currently excessive leverage.  S&P believes Hovnanian will
add to its cash position in the fourth quarter; moreover, in S&P's
estimation, the company could experience a $150 million cash drain
over then next two years and still maintain sufficient cash (in
the $350 million-$400 million range, net of cash collateralizing
LOCs).  However, S&P believes sufficient risks remain.  If housing
fundamentals worsen or do not stabilize in 2010 and the company's
operations weaken further, resulting in a cash burn exceeding what
S&P has contemplated, or if Hovnanian aggressively pursues land
acquisitions or debt repurchases such that cash falls below
$350 million, S&P would revise its outlook to negative or lower
its ratings.


HYPERDYNAMICS CORP: Posts $8.7MM Net Loss in FY Ended June 30
-------------------------------------------------------------
Hyperdynamics Corporation posted a net loss of $8,786,000 for
fiscal year ended June 30, 2009, compared with a net loss of
9,505,000 for the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $9,440,000, total liabilities of $5,186,000 and a stockholders'
equity of $4,254,000.

On Sept. 29, 2009, GBH CPAS, PC in Houston, Texas expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the financial statements for the
fiscal years ended June 30, 2009.  The auditor noted that the
Company has suffered recurring losses from operations.

Hyperdynamics' future is dependent upon its ability to obtain
proceeds from the sale or monetization of some of its oil and gas
exploration assets, to obtain continued equity or debt financing,
and ultimately upon developing future profitable operations from
the development of its oil and gas properties.  The management
plans remain focused on obtaining well-capitalized joint venture
partners to help the company monetize a portion of offshore
exploration asset.  The management is also working on the
possibility to sell some or all of its producing assets in
Louisiana, and finally on evaluating how it can raise additional
capital to further its business operations.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?4649

Headquartered in Sugar land, Texas, Hyperdynamics Corporation
(AMEX:HDY) -- http://www.hypd.com/-- is an independent oil and
gas exploration and production company.  The Company owns rights
for exploration and exploitation of oil and gas in a 31,000 square
mile concession off the coast of the Republic of Guinea in West
Africa.  In addition to its Guinea concession, Hyperdynamics
holds working interests in several oil and gas properties in
Northeast Louisiana.  At June 30, 2008, Hyperdynamics had 150,435
barrel of oil equivalent of reserves related to these Louisiana
properties.  The Company's subsidiaries include HYD Resources
Corporation, Trendsetter Production Company, SCS Corporation and
SCS Corporation Guinee SARL.  Hyperdynamics has two segments: its
operations in Guinea and its domestic Louisiana operations.


IGOURMET LLC: Case Summary & 29 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: igourmet, LLC
        508 Delaware Avenue
        Pittston, PA 18643

Bankruptcy Case No.: 09-07837

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman
                  30 South 17th Street, 19th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (215) 564-3066
                  Email: susdin@cohenseglias.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 29 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/pamb09-07837.pdf

The petition was signed by Spencer Chesman, chief executive
officer of the Company.


IMAX CORP: To Redeem Additional $75MM of 9-5/8% Senior Notes
------------------------------------------------------------
IMAX Corporation has given notice of the redemption of $75 million
principal amount of its 9-5/8% Senior Notes due December 1, 2010.
The redemption notice stipulates a redemption date of December 1,
2009, at a price of 100.00%, plus accrued and unpaid interest.  To
date, IMAX has redeemed $55.6 million of its original issue of
$160 million of Notes, following successful equity offerings in
June and August of this year that raised $130.7 million of cash,
net of offering expenses.  Upon completion of the current
redemption, $29.4 principal amount of the Notes will remain
outstanding.

"We are very pleased to continue de-levering the Company," said
IMAX's Chief Executive Officer Richard L. Gelfond.  "We are
currently in discussions regarding obtaining the remaining debt
financing and look forward to completing the redemption of the
full issue."

A formal notice of redemption is being provided separately to
holders of the Notes in accordance with the terms of the indenture
governing the Notes.

                      About IMAX Corporation

IMAX Corporation (NASDAQ:IMAX; TSX:IMX) is one of the world's
leading entertainment technology companies, specializing in
immersive motion picture technologies.  The worldwide IMAX network
is among the most important and successful theatrical distribution
platforms for major event Hollywood films around the globe, with
IMAX theatres delivering the world's best cinematic presentations
using proprietary IMAX, IMAX(R) 3D, and IMAX DMR(R) technology.
IMAX DMR is the Company's groundbreaking digital re-mastering
technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound
quality of The IMAX ExperienceO.  The IMAX brand is recognized
throughout the world for extraordinary and immersive entertainment
experiences for consumers.  As of June 30, 2009, there were 394
IMAX theatres (273 commercial, 121 institutional) operating in 44
countries.

As of June 30, 2009, the Company had $270.4 million in total
assets and $288.5 million in total liabilities, resulting in
$18.1 million in stockholders' deficit.

As reported by the Troubled Company Reporter on July 6, 2009,
Standard & Poor's Rating Services revised its rating outlook on
IMAX to positive from stable.  S&P affirmed the existing ratings
on the company, including the 'CCC+' corporate credit rating.


IMPERIAL INDUSTRIES: Wachovia Extends Credit Line Until Nov. 30
---------------------------------------------------------------
Imperial Industries, Inc., as guarantor; and its principal
subsidiaries Premix-Marbletite Manufacturing Co., DFH, Inc.,
and Just-Rite Supply, Inc.; Michael Phelan, as assignee for
Assignment for the Benefit of the Creditors of Just-Rite; and
Wachovia Bank, N.A., executed effective September 30, 2009, a
Third Amendment to Forbearance Agreement, an amendment to the
Company's Consolidating, Amended and Restated Financing Agreement
dated as of January 28, 2000.

Under the Third Amendment, the Lender agreed to extend the Line of
Credit from September 30, 2009, to November 30, 2009.

The Third Amendment to the Forbearance Agreement modified the Line
of Credit:

     -- The Lender, in its sole and absolute discretion, may
        continue to make revolving loans under the Line of Credit
        without regard to the Company's or Assignee's compliance
        with the terms of the Line of Credit, or existence of any
        Event of Default.

     -- The Lender will receive two forbearance fees equal to
        $5,000 each on October 1, 2009, and November 1, 2009,
        respectively.

     -- The Lender will reduce the existing maximum credit of
        $300,000 by $25,000 per week beginning on October 2, 2009.

     -- The elimination of a restrictive loan covenant to
        establish a borrowing availability reserve in the amount
        of 50% of any funds received from the Mississippi
        Department of Transportation.

As of the close of business on September 30, 2009, the Company and
the Assignee had a combined outstanding balance of roughly
$287,000 under the Line of Credit.  Excess availability for
borrowings under the Line of Credit at September 30, 2009 was
$13,000, after giving effect to the maximum credit of $300,000 at
that date.

On July 9, 2009, and thereafter, the Lender orally advised the
Company and the Assignee that they were not in compliance with the
borrowing formulas and certain reporting requirements under the
Forbearance Agreement and continued funding the Line of Credit in
accordance with the terms of the Forbearance Agreement.  The
Lender thereafter required the Company to enter into the First
Amendment to the Forbearance Amendment as of August 7, 2009, which
was subsequently amended by a Second Amendment as of August 28,
2009, and further amended by the Third Amendment.

The Company said there can be no assurance it will receive
additional extensions of its amended credit facility upon
termination of the Forbearance Agreement, or obtain continued
forbearance and funding from the Lender on terms acceptable to the
Company, or that such financing will be available at all at the
end of the Forbearance period.

Pompano Beach, Florida-based Imperial Industries, Inc. --
http://www.imperialindustries.com/-- a building products company,
sells products throughout the Southeastern United States with
facilities in the State of Florida.  The Company is engaged in the
manufacturing and distribution of stucco, plaster and roofing
products to building materials dealers, contractors and others
through its subsidiary, Premix-Marbletite Manufacturing Co.


IN HIS IMAGE MINISTRY: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: In His Image Ministry, Inc
        630 Kurt Drive
        Marietta, GA 30008

Bankruptcy Case No.: 09-86381

Chapter 11 Petition Date: October 5, 2009

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

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC, Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  Email: dorna.taylor@taylorattorneys.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
5 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/ganb09-86381.pdf

The petition was signed by Dr. Warren Dillon, CEO of the Company.


INFINITO GOLD: Noteholders Waive Defaults on Court Decision Delay
-----------------------------------------------------------------
Infinito Gold Ltd. on September 30 said that it has received
waivers of events of default under the outstanding C$50,500,000
Secured Convertible Notes of the Company held by Exploram
Enterprises Ltd. and Auro Investments Ltd.

When the Notes were issued, the Company and the Noteholders
expected the current Costa Rican legal challenge to the grant of a
change of land use permit for the Crucitas mine before the SALA IV
in Costa Rica would be resolved in time to permit the Company to
complete the drawdown of funds under a project debt financing
facility to finance commencement of construction at the Crucitas
project by September 30, 2009.  Consistent with this view, the
Notes provided that it would be an Event of Default if the Sala IV
proceedings had not been resolved favorably by June 30, 2009, and
if the first drawdown under a project debt financing facility did
not occur by September 30, 2009, and the first interest payment
due under the Notes was payable on September 30, 2009.

As the court proceedings have not been resolved, the Company has
not completed a drawdown under a project debt financing facility
and does not have the funds to fund payment of interest due on
September 30, 2009.  The Noteholders have granted the Company a
waiver of the events of default associated with its non-compliance
with each of these provisions until October 30, 2009.  In
addition, structuring fees of C$510,000 payable to the Noteholders
were due on September 30, 2009, and the Noteholders have agreed to
defer payment of these fees by the Company (and waived the
defaults related to non-payment) until October 30, 2009.  These
waivers represent the fourth time since June 30, 2009, the
Noteholders have waived events of default relating to the delay in
receipt of a decision by the SALA IV, each previous waiver having
been given for a period of approximately one month.

Exploram is the controlling shareholder of the Company and Auro is
a company associated with Steven Dean, the Company's Chairman.

Infinito Gold Ltd. is a gold exploration & development company
based in Calgary, Canada, in the process of transisting from
junior explorer to gold producer.


JAMES SCOTT: Diverted Charity Funds to Pay Executive Salaries
-------------------------------------------------------------
The Miami-Dade Office of Inspector General Christopher Mazzella
found that James E. Scott Community Association, Inc, aka JESCA,
under its CEO Miami-Dade Commissioner Dorrin D. Rolle's watch,
raided employee retirement accounts and diverted charity funds to
pay executive salaries and other operating costs, Miami Herald
reports.

According to Miami Herald, the questionable financial maneuvers --
prohibited under typical agreements between JESCA and public
agencies that fund its programs -- were done in 2006 and 2007,
while Mr. Rolle was earning almost $200,000 annually.  Miami
Herald says that the commingling of funds was detailed in a report
Mr. Mazzella issued on Friday and has caught the attention of
prosecutors.  Miami-Dade State Attorney Katherine Fernandez
Rundle's spokesperson, Ed Griffith, said that the office is
"presently reviewing the matter", Miami Herald states.

James E. Scott Community Association, Inc., is among South
Florida's oldest anti-poverty agencies.  JESCA was founded 84
years ago and long administered programs for infants, teens and
seniors in greater Miami's poorest neighborhoods.  The Company is
based in Miami, Florida.

JESCA filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of Florida due to
mounting debts and long-standing mismanagement that threaten its
existence.  JESCA filed for bankruptcy a day before its
headquarters in unincorporated Miami-Dade County was set to be
sold in a foreclosure auction.  JESCA listed $1.7 million in
assets against $3.35 million in liabilities.


JASON CAFFEY: Will Get $57,000 Payment From Karen Russell
---------------------------------------------------------
The Associated Press reports that U.S. Bankruptcy Judge Margaret
A. Mahoney has ordered Karen Russell to pay Jason A. Caffey
$57,470.50.  According to The AP, Judge Mahoney ruled that
Ms. Russell was personally liable for seeking child support
payments from Mr. Caffey, after determining that an arrest warrant
issued against Mr. Caffey violated rules prohibiting creditors
from seeking debt collection during bankruptcy proceedings.  The

AP relates that Penny Douglas Furr, Ms. Russell's lawyer, said
that her client plans an appeal.

Jason A. Caffey is a former Alabama and pro basketball player from
Davidson High School.  He once starred at the University of
Alabama before playing seven years in the NBA.  Lately, he's known
more for fathering 10 children by eight different women.  Many of
those women, including Ms. Russell, have sued for child support.

Mr. Caffey filed for Chapter 11 bankruptcy protection on August 3,
2007 (Bankr. S.D. Ala. Case No. 07-12132).  Irvin Grodsky, Esq.,
at Irvin Grodsky, P.C., assists the Debtor in his restructuring
efforts.  Mr. Caffey listed $1 million to $100 million in assets
and $1 million to $100 million in liabilities.  The U.S.
Bankruptcy Judge Margaret A. Mahoney dismissed the bankruptcy case
in October 2008.


JOE FORREST STAFFORD: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Joe Forrest Stafford
               Jacqueline Louise Stafford
               4309 Rio Robles Dr
               Austin, TX 78746

Case No.: 09-12810

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtors' Counsel: Mark Curtis Taylor, Esq.
                  Hohmann, Taube & Summers, LLP
                  100 Congress Ave, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  Email: markt@hts-law.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
  ------                       ---------------        ------------
Wells Fargo                                           $852,540
877 W. Main St.
Suite 500
Boise, ID 83702

H.J. Dueck Insurance Services                         $200,000
Pension Pl

Forrest/Kephart Revocable                             $667,000
Trust dated Ap                                        Value:
                                                      $500,000

Wells Fargo                                           $100,000

Wells Fargo                    Credit Card            $94,999

American Express                                      $45,738

Wells Fargo (PDI)                                     $45,517
Business Direct Operations
Attn: Customer Service

Chase Card Services (PDI)      Credit Card            $24,500

Chase Card Services (PDI)      Credit Card            $23,478

American Express (PDI)                                $23,269

Chase Card Services                                   $22,386

American Express               Credit Card            $19,800

Chase Card Services                                   $17,174

Chase Card Services (PDI)     Credit Card             $12,500

Chase Card Services                                   $12,081

Chase Card Services                                   $9,050

Chase Card Services           Credit Card             $6,700

Sears Card Services           Credit Card             $2,650

American Express (PDI)                                $1,376

Dell Financial Services       Credit Card             $778
c/o DFS Customer Care Dept.


K HOVNANIAN: Moody's Assigns 'B1' Rating on $775 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new
$775 million first lien senior secured notes due October 15, 2016,
of K. Hovnanian Enterprises, Inc., proceeds of which will be used
to retire, via tender offer, a large percentage of the company's
second lien notes and portions of its third lien notes and senior
unsecured notes.  At the same time, Moody's affirmed the company's
Caa1 corporate family and probability of default ratings, Caa2
rating on its senior unsecured notes, Caa3 rating on its senior
subordinated notes, and Ca rating on its preferred stock, while
lowering the ratings on the company's second and third lien notes
to Caa1 from B2 and B3, respectively.  The speculative grade
liquidity rating was lowered to SGL-3 from SGL-2, and the outlook
remains negative.

The Caa1 corporate family rating reflects Moody's expectation that
Hovnanian's cash flow performance, which has weakened considerably
in 2009, will be followed by an even weaker 2010.  Although
Hovnanian was the second-to-last in the industry to turn cash flow
positive on a trailing twelve month basis, it will be among the
first group of companies in the industry to once again turn cash
flow negative, beginning this year, after excluding the
contribution from tax loss refunds.  In addition, the ratings
consider the negative net worth position, which Moody's
anticipates will be further reduced by continuing operating losses
and impairment charges.  As a result, debt leverage, already
greatly elevated at an estimated 109% (pro forma for the company's
tender offers and new first lien debt), is likely to climb even
further.  Finally, Moody's is projecting that the company will
continue generating quarterly operating losses well into 2010.

The lowering of the speculative grade liquidity rating reflects
the company's reduced cash position relative to last April, the
time of Moody's last rating action, and the termination of the
revolving credit facility.

At the same time, the ratings are supported by the company's
satisfactory unrestricted current cash position of about
$546 million at July 31, 2009, the lack of any financial
maintenance covenants going forward, and absence of any material
near term debt maturities.

The negative rating outlook reflects risks associated with general
economic weakness that may continue to hamper new household
creation and new home purchases, industry-wide lack of pricing
power, and large inventory of unsold homes, including foreclosures
in most markets.

Going forward, the ratings could be lowered further if the company
were to deplete its cash reserves either through sharper-than-
expected operating losses or through a sizable investment or other
transaction.  The outlook could stabilize if the company were to
generate sizable amounts of operating cash flow, turn profitable
on an operating basis, or receive a significant infusion of equity
capital.

These ratings reflect Hovnanian's capital structure at July 31,
2009, pro forma for tender offers and new first lien debt:

* Caa1 corporate family rating affirmed;

* Caa1 probability of default rating affirmed;

* B1 (LGD2, 22%) assigned on new first lien senior secured notes
  due October 15, 2016;

* Caa1 (LGD3, 48%) assigned to second lien senior secured notes
  due May 1, 2013, lowered from B2 (LGD2, 22%);

* Caa1 (LGD3, 48%) assigned to third lien senior secured notes due
  May 1, 2017, lowered from B3 (LGD3, 40%);

* Caa2 (LGD5, 73%) on various tranches of senior unsecured notes,
  versus Caa2 (LGD4, 69%);

* Caa3 (LGD6, 95%) on various tranches of senior subordinated
  notes, unchanged;

* Ca (LGD6, 98%) preferred stock rating, unchanged; and

* SGL-3 speculative grade liquidity assessment, lowered from SGL-
  2.

The downgrade of the second lien and third lien senior secured
notes to Caa1 from B2 and B3, respectively, reflects the large
amount of first lien debt that has vaulted in front of them in the
capital structure as well as the shrinking debt cushion provided
by the senior unsecured and senior subordinated notes.

All of K. Hovnanian Enterprise's debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc., and its restricted operating
subsidiaries.

Moody's last rating action for Hovnanian occurred on April 7,
2009, at which time Moody's restored Hovnanian's probability of
default rating to Caa1 and its senior unsecured and senior
subordinated debt ratings to Caa2 and Caa3, respectively,
following completion of the company's various distressed
exchanges.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Revenues and consolidated net income for the
trailing twelve months ended July31, 2009 were approximately
$1.88 billion and ($916 million), respectively.


KIEST VILLA LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kiest Villa LLC
        PO Box 7066
        Granada Hills, CA 91344

Bankruptcy Case No.: 09-23083

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Nathan Berneman, Esq.
                  3835-R E Thousand Oaks Bl #152
                  Westlake Village, CA 91362
                  Tel: (805) 492-7045

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

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

According to the schedules, the Company has assets of at least
$1,024,500, and total debts of $1,021,100.

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

             http://bankrupt.com/misc/cacb09-23083.pdf

The petition was signed by Guy Shamis, president of the Company.


LAKE TAHOE DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Lake Tahoe Development Co., LLC
        PO Box 456
        Zephyr Cove, NV 89448

Case No.: 09-41579

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

Chapter 11 Petition Date: October 5, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Eugene K. Yamamoto, Esq.
            1555 Lakeside Dr #64
            Oakland, CA 94612
            Tel: (510) 433-9340

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

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

The petition was signed by G. Randy Lane, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
B3 Communications, Inc.        Trade Debt             $67,500

CA Dept of Transportation      Trade Debt             $5,084

CBS Outdoor                    Trade Debt             $98,760

Charter Communications         Trade Debt             $8,729

Conoco Phillips                Trade Debt             $167,609

Cox Castle                     Trade Debt             $2,979

Design Workshop                Trade Debt             $6,937

Feldman Shaw                   Trade Debt             $128,300

Goodwin Procter                Trade Debt             $73,142

Johnson Perkins                Trade Debt             $30,000

Jones Hall                     Trade Debt             $25,000

Lakeside Park Association      Trade Debt             $24,972

LMF Construction               Trade Debt             $3,750

Northcross, Hill Ach           Trade Debt             $50,375

Paradise Real Estate           Contract Debt          $50,099

PD&A                           Trade Debt             $19,267

S&P Destination                Trade Debt             $316,669
Suite 1750-1500 W. Georgia St.
Vancouver, BC Canada V6G 2Z6

South Tahoe Public             Trade Debt             $89,276
Utility Dist.

Telnes Broadband               Trade Debt             $5,805

Vail Resorts                   Contract Debt          $55,790


LAND O'LAKES: Debt Refinancing Won't Affect S&P's 'BB+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Land O'Lakes Inc.'s
(BB+/Stable/--) announcement that it intends to refinance some of
its debts will have no immediate effect on the ratings or outlook
on the company.  This includes the current 'BBB' senior secured
debt and '1' recovery rating.  Land O' Lakes is considering a
complete redemption of its 9% senior secured notes due 2010 and
its 8.75% senior notes due 2011, with up to $700 million of senior
secured debt.

The new senior secured debt would be a combination of a new term
debt and a new revolving credit facility with pari passu
collateral between the two facilities.  These facilities would
replace the company's existing $400 million revolving credit
facility and the $324 million of notes currently outstanding.

Should Land O'Lakes complete the issuance of these new senior
secured facilities, S&P would expect to assign the same 'BBB'
senior secured debt and '1' recovery ratings to these issues as
the company's existing secured debt.  This assumes that upon
completion, there will have been no material changes to the
company's existing capital structure and that Land O'Lakes
operating performance and liquidity are in-line with S&P's
expectations.  S&P would also withdraw the company's existing
'BBB' senior secured issue ratings and 'BB+' senior unsecured
issue rating upon redemption of these facilities.


LAND O' LAKES: Refinancing Won't Affect Moody's 'Ba1' Ratings
-------------------------------------------------------------
Moody's Investors Service said that Land O' Lakes, Inc.'s
announcement on October 2, 2009, of its intention to refinance
certain existing indebtedness with issuances of up to $700 million
in senior secured debt securities is not likely to affect its
ratings or outlook.  The company's current ratings include
corporate family and probability of default ratings at Ba1, a
senior secured debt rating at Baa3, and a speculative grade
liquidity rating at SGL-3.  The rating outlook is stable.

Moody's most recent rating action for Land O' Lakes on
February 26, 2009, affirmed the company's long-term ratings and
maintained its stable outlook.

Land O' Lakes, Inc., based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs.  Revenues for the last twelve months
ending June 30, 2009, were approximately $11.2 billion.


LARICH INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Larich, Inc.
        4609 Texas Blvd.
        P.O. Box 1350
        Texarkana, TX 75504

Bankruptcy Case No.: 09-50241

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Gary McDougal and Phyllis McDougal                 09-50242
Hattie Crane Scherback                             09-50243

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Texarkana)

Debtor's Counsel: Bill F. Payne, Esq.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  Email: lgarner@moorefirm.com

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

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

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

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


LAS ROSAS MEXICAN GRILL: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Las Rosas Mexican Grill, Inc.
        16646 Clay Road
        Houston, TX 77084

Bankruptcy Case No.: 09-37535

Chapter 11 Petition Date: October 5, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

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

The petition was signed by Eduardo Beltramini, president of the
Company.


LE-NATURE'S INC: 2nd Circ. Won't Revive Wachovia RICO Case
----------------------------------------------------------
Law360 reports that a federal appeals court has upheld the
dismissal of a lawsuit brought by a group of hedge funds that
alleged that Wachovia Corp. knew about and worsened the fraud at
bankrupt beverage maker Le-Nature's Inc., saying the Racketeer
Influenced and Corrupt Organization Act claims are not ripe.

The liquidation trustee for Le-Nature's Inc. filed the suit
against alleging that the bank and others aided a fraudulent
scheme piloted by Le-Nature's former CEO.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEAR CORP: May Seek $300 Million Exit Financing
-----------------------------------------------
Lear Corp. is planning a loan of about $300 million to help it
exit Chapter 11 bankruptcy protection, Dow Jones Newswires
reported, on its Web site, citing two people familiar with the
situation.

JPMorgan Chase & Co. is leading the exit financing, according to
the source.

Lear Corp has obtained approval from the Bankruptcy Court to
obtain debtor-in-possession financing of up to $500 million from a
group of lenders led by JPMorgan, as administrative agent.  The
DIP financing, which was used to fund the Chapter 11 case,
provides for a roll-over of the DIP facility into an exit facility
to ensure continued liquidity of the Debtors after they have
completed their restructuring goals and emerged from Chapter 11.

The exit loan has a three-year maturity and early price
indications suggest that the new debt will be significantly
cheaper for the company than the DIP facility, according to Dow
Jones.

                      About Lear Corporation

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LIFEMASTERS SUPPORTED: Taps Levene Neale as Bankruptcy Counsel
--------------------------------------------------------------
LifeMasters Supported SelfCare, Inc., asks the U.S. Bankruptcy
Court for the Central District of California for permission to
employ Levene, Neale, Bender, Rankin & Brill L.L.P. as counsel.

LNBRB will, among other things:

   -- advise the Debtor with regard to the requirements of the
      bankruptcy court, Bankruptcy Code, Bankruptcy Rules and the
      Office of the U.S. Trustee as they pertain to the Debtor;

   -- advise the Debtor with regard to certain rights and remedies
      of its bankruptcy estate and the rights, claims and
      interests of the creditors; and

   -- represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court involving its estate unless the Debtor is
      represented in the proceeding or hearing by other special
      counsel.

Ron Bender, Esq., a partner at LNBRB, tells the Court that pre-
bankruptcy, LNBRB received $150,000 for legal services in
contemplation and in connection with the Chapter 11 case,
exclusive of the $1,039 filing fee.  In addition, LNBRB received
$50,000 for general bankruptcy and insolvency representation.

The hourly rates of LNBRB personnel are:

     David W. Levene                 $575
     Martin J. Brill                 $575
     David L. Neale                  $575
     Mr. Bender                      $575
     Daniel H. Reiss                 $525
     Monica Y. Kim                   $525
     Beth Ann R. Young               $525
     Jacqueline L. Rodriguez         $475
     Juliet Y. Oh                    $475
     Michelle S. Grimberg            $425
     Todd M. Arnold                  $425
     Anthony A. Friedman             $395
     Tania M. Moyron                 $325
     John-Patrick m. Fritz           $325
     Krikor J. Meshefejian           $295

     Paraprofesionals                $195

Mr. Bender assures the Court that LNBRB is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

Mr. Bender can be reached at:

     Levene, Neale, Bender, Rankin & Brill L.L.P.
     10250 Constellation Blvd, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234

In separate applications, the Debtor also asks the Court for
authorization to employ Alvarez & Marsal Healthcare Industry
Group, LLC, as crisis managers and Tatum, LLC, as consultant and
financial advisor.

               About LifeMasters Supported SelfCare

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C.D.
Calif. Case No. 09-19722).  The Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


LIGHTHOUSE FINANCIAL: Taps Anthony & Partners as Bankr. Counsel
---------------------------------------------------------------
Lighthouse Financial Group, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Middle District of Florida for
authority to employ Anthony & Partners, LLC, as counsel.

Anthony & Partners will represent the Debtors and will render
extensive legal services in the reorganization.

The hourly rates of Anthony & Partners' personnel are:

     John A. Anthony, shareholder                  $350
     Cheryl Thompson, shareholder                  $250
     Stephenie Biernacki Anthony, shareholder      $250
     Loretta O' Keefe, senior associate            $185
     Alicia Thompson, bankruptcy assistant          $70
     Lori Wright, bankruptcy assistant              $70
     Lauretta Pesce, litigation assistant           $70
     Sharon Buckel, litigation assistant            $70

To the best of the Debtors' knowledge, Anthony & Partners is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Anthony & Partners, LLC
     201 N Franklin Street, Suite 1670
     Tampa, FL 33602
     Tel: (813) 273-5033
     Fax: (813) 221-4113

                 About Lighthouse Financial Group

Tampa, Florida-based Lighthouse Financial Group, Inc., and its
affiliates filed for Chapter 11 on Sept. 14, 2009 (Bankr. M.D.
Fla. Case Nos. 09-20530 to 09-20603).  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


LODGENET INTERACTIVE: Black Horse and Key Colony Disclose Stake
---------------------------------------------------------------
Black Horse Capital LP; Black Horse Capital (QP) LP; Black Horse
Capital Offshore Ltd.; Black Horse Capital Management LLC; and
Dale Chappell disclose holding 1,739,144 shares or roughly 7.5% of
the common stock of LodgeNet Interactive Corporation.

Key Colony Fund, L.P.; Key Colony Management, LLC; and Alex R.
Lieblong disclose holding 1,119,373 shares or roughly 4.97% of
LodgeNet common stock.  From August 25 to October 1, Key Colony
disposed of LodgeNet shares in open market transactions.

                    About LodgeNet Interactive

LodgeNet Interactive Corporation (Nasdaq:LNET) --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms representing 10,000 hotel
properties worldwide in addition to healthcare facilities
throughout the United States.  The Company's services include:
Interactive Television Solutions, Broadband Internet Solutions,
Content Solutions, Professional Solutions and Advertising Media
Solutions.  LodgeNet Interactive Corporation owns and operates
businesses under the industry leading brands: LodgeNet,
LodgeNetRX, and The Hotel Networks.

As of June 30, 2009, the Company had $594.8 million in total
assets and $659.6 million in total liabilities, resulting in
$64.8 million in stockholders' deficiency.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


LOUMOE LP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: LouMoe, LP
        830 South Street
        Philadelphia, PA 19147

Bankruptcy Case No.: 09-17599

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania

Debtor's Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman
                  United Plaza
                  30 South 17th Street, 19th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 564-1700
                  Fax: (267) 238-4408
                  Email: susdin@cohenseglias.com

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

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

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


LYONDELL CHEMICAL: Will Lay Off 14 Corpus Christi Facility Workers
------------------------------------------------------------------
Fanny S. Chirinos at Corpus Christi Caller-Times reports that
LyondellBasell will lay off 14 workers from its Corpus Christi
facility through March 1.  According to Caller-Times, employees
who will be let go include operations technicians, feedstock
specialist, chemist, process engineers and environmental engineer.
The layoffs started on September 15 and will continue through
spring, Caller-Times states, citing LyondellBasell.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


M&R REAL ESTATE: Chapter 11 Case Summary & Unsecured Creditor
-------------------------------------------------------------
Debtor: M&R Real Estate, LLC
        1600 Box Road
        Columbus, GA 31907

Bankruptcy Case No.: 09-41238

Chapter 11 Petition Date: October 5, 2009

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

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

Estimated Assets: $0 to $50,000

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

The Debtor identified Lula Huff, Tax Collector with property taxes
claim for $10,000 as its largest unsecured creditor.  A list of
the Company's largest unsecured creditor is available for free at:

             http://bankrupt.com/misc/gamb09-41238.pdf

The petition was signed by Robert W. Doll, president of the
Company.


MAINLINE CONTRACTING: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Mainline Contracting, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of North Carolina its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $23,027,505
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $21,393,817
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $156,141
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,730,686
                                 -----------      -----------
        TOTAL                    $23,027,505      $33,280,644

Durham, North Carolina-based Mainline Contracting, Inc., operates
a construction company.  The Company filed for Chapter 11 on Sept.
15, 2009 (Bankr. E.D. N.C. Case No. 09-07927).  Everett Gaskins
Hancock & Stevens, LLP, represents the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


MAINLINE CONTRACTING: Taps H&M and EGHS as Bankr. Co-Counsel
------------------------------------------------------------
Mainline Contracting, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ Jason
L. Hendren and the law firm of Hendren & Malone, PLLC, and William
P. Janvier and the law firm of Everett, Gaskins, Hancock & Stevens
as co-counsel.

H&M and EGHS will:

   a. prepare on behalf of Debtor necessary applications,
      complaints, answers, orders, reports, motions, notices, plan
      of reorganization, disclosure statement and other papers
      necessary in the Debtor's reorganization case;

   b. perform all necessary legal services in connection with the
      Debtor's reorganization, including Court appearances,
      research, opinions and consultations on reorganization
      options, direction and strategy; and

   c. perform all other legal services for the Debtor which may be
      necessary in the Chapter 11 case.

Mr. Janvier tells the Court that EGHS received a $50,000 retainer
from which all prepetition services were paid in full.  EGHS is
holding a $40,599 in trust as a security deposit for postpetition
service.

The hourly rates of EGHS' personnel are:

     Mr. Janvier                 $375
     Rebecca Redwine             $225

Mr. Janvier assures the Court that EGHS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Janvier can be reached at:

     Everett, Gaskins, Hancock & Stevens, LLP
     127 West Hargett Street, Suite 600
     Raleigh, NC 27601
     Tel: (919) 755-0025
     Fax: (919) 755-0009

Mr. Hendren can be reached at:

     Hendren & Malone, PLLC
     4600 Marriott Drive, Suite 150
     Raleigh, NC 27612
     Tel: (919) 573-1422
     Fax: (919) 420-0475

                     About Mainline Contracting

Durham, North Carolina-based Mainline Contracting, Inc., operates
a construction company.  The Company filed for Chapter 11 on Sept.
15, 2009 (Bankr. E.D. N.C. Case No. 09-07927).  Everett Gaskins
Hancock & Stevens, LLP, represents the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.


MBIA INSURANCE: S&P Cuts Ratings on 13 Housing Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on 13
housing bonds to 'BB+' from 'BBB' as a result of its Sept. 28,
2009, downgrade of MBIA Insurance Corp. to 'BB+' from 'BBB' .

All of the issues receive partial support in the form of
guaranteed investment contracts or investment agreements from MBIA
Insurance Corp. Should the issuer act to terminate, replace, or
guarantee the existing agreements, and to provide cash flows that
demonstrate the ability to make bond payment obligations without
relying on the interest earnings from the investment agreements,
Standard & Poor's will take


MCMORAN EXPLORATION: Moody's Affirms 'B3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed McMoRan Exploration Co.'s B3
Corporate Family Rating, B3 Probability of Default Rating and Caa1
rating on $300 million of senior unsecured notes due 2014.  Under
the Loss Given Default methodology, the LGD metrics for the notes
moved to LGD 5, 70% from LGD 5, 77%.  McMoRan's Speculative Grade
Liquidity rating is unchanged at SGL-3.  The rating outlook
remains stable.

The affirmations reflect a strong cash position that provides
ample near-term liquid capital for the reserve replacement effort,
management that is long-seasoned in the offshore regions McMoRan
operates, and Moody's view that third quarter production will have
increased modestly over reduced second quarter levels.  In light
of McMoRan's especially short proven developed producing and
proven developed reserve lives, the cash liquidity is a vital
backstop to the company's ratings and drilling program.  Unless
McMoRan mounts sustained strong sequential quarter production
gains with the drillbit, the rating outlook and possibly the
ratings could suffer if cash balances fall towards $125 million.

The ratings are restrained by inconsistent organic production
replacement momentum, repeated production losses due to shut-in
production, high reserve replacement costs, high leverage, and
minimal hedging at a time of weak natural gas prices.  The ratings
also reflect risk concentration in McMoRan's comparatively small
statistical population of high impact but high cost, high risk
ultra deep horizon Gulf of Mexico (GOM) wells drilled per year and
by the fact that a disproportionate amount of production at any
given time comes from a very small number of new wells still in
their flush production phase.  This has increased the risk of
shut-in production due to mechanical wellbore failures and
tropical storms.  It also increases the risk that the common risk
of premature reservoir water encroachment to the wellbore could
shut down a significant portion of production.

McMoRan's SGL-3 liquidity profile is supported by its second
quarter issuance of approximately $90 million in common equity and
$86 million of preferred equity, boosting June 30, 2009 cash
balances to $225 million.  Also supportive is the company's
intention to hold capital spending roughly proximate to cash flow
and not borrow under its revolver.  That reduces vulnerability to
borrowing base redeterminations this fall and minimizes liquidity
risk should prices remain weak enough long enough to breach
revolver covenants.  McMoRan's revolver is subject to a borrowing
base, which was revised from $400 million to $235 million in April
of 2009, and is undergoing another scheduled redetermination this
month at a time of low natural gas prices and minimum hedging.

The company had no borrowings under its borrowing base at June 30,
2009 but is required to maintain a $100 million letter of credit
issued to Newfield Exploration to backstop McMoRan's regulatory
plugging, abandonment, and reclamation obligations.  The letter of
credit was issued to cover McMoRan's abandonment obligations
associated with its August 2007 property acquisition from
Newfield.

Debt levels have significantly declined since McMoRan's
acquisition of Newfield's GOM properties due to equity offerings.
However, due to reduced production and reserves, leverage as
measured in terms of reserves and production has not significantly
changed.  Given McMoRan's reduced drilling program and weak
natural gas prices that impact economic thresholds of proven
reserves, Moody's believe that leverage on production and reserves
is at risk of increasing.

The ratings could be downgraded if cash balances contract to
$125 million without strong production gains, liquidity becomes
otherwise constrained, production is materially lower, or cash
flow is restrained by a longer than expected weak natural gas
prices.  High 2009 finding & development costs, poor reserve
replacement results, and materially increased leverage on
production could also put negative pressure on the ratings.

The last rating action on McMoRan was November 6, 2007, when
Moody's assigned the initial B3 CFR and Caa1 senior unsecured note
ratings in response to proposed notes offering.

McMoRan is a small independent exploration and development company
headquartered in New Orleans, Louisiana.


MEDICAL CONNECTIONS: Posts $1.7 Million in Quarter Ended June 30
----------------------------------------------------------------
Medical Connections Holdings, Inc., reported a net loss of
$1,736,503 on revenue of $1,555,315 for the second quarter ended
June 30, 2009, compared with a net loss of $1,743,423 on revenue
of $1,824,074 in the same period of 2008.  The decrease in revenue
was mainly due to the decrease in revenue from permanent placement
hires.

At June 30, 2009, the Company's consolidated balance sheet showed
$2,359,299 in total assets, $245,667 in total liabilities, and
$2,113,562 in total stockholders' equity.

Full-text copies of the Company's consolidated financial
statements for the second quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?465b

                      Going Concern Doubt

De Meo, Young, McGrath, CPA, in Fort Lauderdale, Florida,
expressed substantial doubt about Medical Connections Holdings,
Inc.'s ability to continue as a going concern after auditing the
consolidated financial statements for the year ended December 31,
2008.  The auditing firm pointed to the Company's dependence on
outside financing, lack of sufficient working capital, and
recurring losses from operations.

                   About Medical Connections

Based in Boca Raton, Florida, Medical Connections Holdings, Inc.
is an employment and executive search firm that provides
recruiting services to its clients within the healthcare and
medical industries.  The Company was formed in Florida for the
purpose of specializing in the recruitment and placement of
healthcare professionals in a variety of employment settings.

Medical Connections Holdings, Inc., is the parent company of
Medical Connections, Inc., and trades on the NASDAQ OTC B/B as a
fully reporting company under the ticker symbol MCTH.


MERISANT WORLDWIDE: Wins Support from Creditors Panel on Plan
-------------------------------------------------------------
Merisant Worldwide, Inc. announced October 6 that the Official
Committee of Unsecured Creditors has agreed to support their First
Amended Joint Plan of Reorganization filed on October 2, 2009, by
Merisant Worldwide, Inc. and its U.S. subsidiaries with the U.S.
Bankruptcy Court for the District of Delaware.

"We are encouraged that the Committee supports our Plan of
Reorganization," said Paul Block, chairman and chief executive
officer of Merisant. "The Plan will allow Merisant to exit
bankruptcy with significantly reduced debt, positioning the
company for growth in the low-calorie tabletop sweetener
category."

The Plan is also supported by Wayzata Investment Partners, which
controls two-thirds aggregate principal amount of loans
outstanding under Merisant Company's Amended and Restated Credit
Facility as well as a majority of the aggregate principal amount
of Merisant Company's 9 «% Senior Subordinated Notes due 2013.
Merisant anticipates that it will be able to obtain Bankruptcy
Court confirmation of the Plan and emerge from bankruptcy as early
as January 1, 2010.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MERRILL LYNCH: BofA Narrows List of Internal Candidates for CEO
---------------------------------------------------------------
Bank of America Corp. directors have narrowed internal candidates
to succeed Kenneth Lewis as CEO, Dan Fitzpatrick and Joann S.
Lublin at The Wall Street Journal report, citing people familiar
with the matter.

According to The Journal, the sources said that chief risk officer
Gregory Curl and consumer and small-business banking chief Brian
Moynihan are being considered for the position.  People familiar
with the matter said that 61-year-old Mr. Curl would keep the CEO
job for no more than two years, while 49-year-old Mr. Moynihan
would likely be a longer-term choice, The Journal notes.

The search committee is still considering hiring a CEO from
outside BofA, The Journal relates, citing the sources.  The
sources, according to The Journal, said that among financial-
services executives not at BofA being considered for the post is
Merrill Lynch & Co. former president and chief operating officer
Gregory Fleming -- who is now a senior research scholar and
lecturer at Yale Law School.

The search committee would meet later this week, followed by a
meeting of the full board on Friday, The Journal relates.

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.


METALINK LTD: Posts $4.4 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Metalink Ltd. posted a net loss of $4,400,000 for three months
ended June 30, 2009, compared with a net loss of $6,645,000 for
the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $7,868,000 compared with a net loss of $16,430,000 for the same
period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $14,876,000, total liabilities of $13,016,000 and a
stockholders' equity of $1,860,000.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it
incurred losses of $146,082 from operations since its inception.
The management's plans with regard to these matters include
continued development and marketing of its products as well as
seeking additional financing arrangements.  Although, the
management continues to pursue these plans, there is no assurance
that the Company will be successful in obtaining sufficient
revenues from its products or financing on terms acceptable to the
Company.  If the Company cannot raise sufficient funds or
consummate another strategic transaction on acceptable terms, the
Company may be unable to meet its business objectives and is
likely to face liquidity problems, which may force it to scale
down or even cease its operations.

                          Nasdaq Delisting

On Sept. 29, 2009, The NASDAQ Stock Market notified the Company
that, based on its Form 6-K for the period ended June 30, 2009,
the Company's stockholders' equity does not comply with the
minimum $2,500,000 stockholders' equity requirement for continued
listing on The NASDAQ Capital Market as required by NASDAQ
Marketplace Rule 5550(b)(1) nor meet alternative criteria for
continued listing on the Capital Market.

In accordance with the NASDAQ Marketplace Rules, the Company has
the opportunity to submit to NASDAQ, by Oct. 14, 2009, a specific
plan and timeline to achieve and sustain compliance.  The Company
intends to timely submit a plan to NASDAQ. Under NASDAQ
Marketplace Rules, if the plan is accepted, the Company will then
be given up to 105 calendar days from the date of the Sept. 29,
2009, letter to regain compliance.

If NASDAQ determines that the Company's plan is not sufficient,
the Company's shares would be subject to delisting from The NASDAQ
Capital Market.  At that time, the Company would have the right to
appeal the determination to a NASDAQ Listing Qualifications Panel,
which appeal would stay the delisting pending a final
determination by the panel.

There can be no assurance that the Company will be able to regain
compliance with the criteria for continued listing on the NASDAQ
Capital Market.

A full-text copy of the Company's Form 6-K is available for free
at http://ResearchArchives.com/t/s?4646

Metalink Ltd. (NASDAQ:MTLK) sells wireless local area network
chipsets and digital subscriber line chipsets used by
manufacturers of telecommunications equipment.  The Company's HT-
WLAN chipsets, commercially sold as WLANPLUS, are designed to
enable transport of digital broadband media including video, voice
and data. Its DSL chipsets enable the digital transmission of
voice, video and data over copper wire communications lines at
speeds that are up to 2,000 times faster than transmission rates
provided by conventional analog modems.


MGM MIRAGE: Cuts Prices of City Center Condo by 30%
---------------------------------------------------
Alexandra Berzon at The Wall Street Journal reports that MGM
Mirage said it is cutting the price of the condos at its
$8.5 billion City Center development by 30%, to address growing
complaints from many of the people who signed contracts on condos
in the 2,440-unit complex during the height of the Las Vegas real-
estate boom.

According to The Journal, many people had said that they would
have trouble closing on those units now that financing has become
harder to secure and the market in Las Vegas for luxury condos has
crashed.  The Journal says that the market for new residences in
Las Vegas has dropped by 40% and financing for luxury condos has
withered.

City Center CEO Bobby Baldwin said in a statement, "We believe
that in this economic climate, this price reduction is an
appropriate step to take on behalf of our buyers so as to provide
them greater flexibility in closing on their residences."  The
Journal relates that by offering up a 30% discount, MGM Mirage
expects that many more of those who put down deposits will be able
to finalize sales.

The Journal relates that MGM Mirage had hoped to sell its condos
at top-of-the-market prices, which would have brought in
$2.6 billion, but ended up getting deposits on only a portion of
the inventory.

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

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

                           *     *     *

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

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


MIDLAND WESTERN BUILDING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Midland Western Building, LLC
        c/o Trent Rosenthal
        9977 W. Sam Houston Parkway N., Suite 105
        Houston, TX 77064

Bankruptcy Case No.: 09-37546

Chapter 11 Petition Date: October 5, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

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

The petition was signed by Trent L. Rosenthal.


MOOG INC: Offering, Common Stock Sale Won't Affect S&P Ratings
--------------------------------------------------------------
Moog Inc. (BB/Stable/--) announced on Oct. 2, 2009, that it closed
its public offering and sale of common stock, with net proceeds of
about $75 million.  The company intends to use the proceeds to
repay a portion of its revolving credit facility, after drawing on
it to acquire GE Aviation Systems' flight control actuation
business.

Moog acquired this business on Sept. 28, 2009, for $90 million in
cash.  Moog had expected the acquisition to be neutral to its
earnings for (Sept. 30) fiscal 2010, assuming its funds under its
revolver completely financed the acquisition.  With Moog financing
a portion with equity, Standard & Poor's Ratings Services expects
the acquisition to be somewhat accretive to earnings.  "The
acquisition and share issuance do not affect S&P's ratings or
outlook on Moog, as the possibility of debt-financed acquisitions
and their integration risk is incorporated in S&P's ratings," said
Standard & Poor's credit analyst Betsy R. Snyder.


MORRIS PUBLISHING: Lenders Extend Waiver Until October 9
--------------------------------------------------------
Morris Publishing Group, LLC, said October 2 that its senior bank
group has agreed to extend until October 9, 2009, the waiver of
the cross defaults arising from the overdue interest payments on
its senior subordinated notes.  Morris Publishing previously
obtained forbearance until October 16, 2009, with respect to such
overdue interest payments from holders of over seventy-five
percent of the senior subordinated notes.

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

As of June 30, 2009, Morris Publishing had $167,632,000 in total
assets and $475,434,000 in total liabilities.


MXENERGY HOLDINGS: May Report Up to $105MM Fiscal Year Net Loss
---------------------------------------------------------------
MXenergy Holdings Inc. expects to report a net loss of
approximately $95 million to $105 million for the fiscal year
ended June 30, 2009, as compared with net income of $24.8 million
for the prior fiscal year.

This change primarily resulted from:

     -- Volatility in natural gas and electricity commodity prices
        resulted in significant negative fair value adjustments to
        derivative instruments utilized as economic hedges during
        fiscal year 2009.  Unrealized losses from risk management
        activities, which are non-cash items, are expected to be
        approximate $85 million to $90 million for fiscal year
        2009, as compared with unrealized gains of $67.2 million
        for the prior fiscal year.

     -- Interest expense (net of interest income) is expected to
        increase approximately $10 million to $12 million during
        fiscal year 2009, as compared with the prior fiscal year,
        primarily as a result of incremental interest and fees
        associated with numerous amendments to the Company's
        primary credit and hedge facilities during fiscal year
        2009.  These facilities were subsequently replaced in the
        restructuring.

     -- Reserves and discounts, which includes the provision for
        doubtful accounts, is expected to increase approximately
        $7 million to $9 million for fiscal year 2009, as compared
        with the prior fiscal year, due to: (1) higher revenues in
        the Company's non-guaranteed markets; (2) deterioration in
        the aging of customer accounts receivable and higher
        charge-off experience in certain of the Company's non-
        guaranteed markets; and (3) higher contractual discounts
        in markets where utilities guarantee the Company's
        customer accounts receivable.

     -- The Company has determined based on available evidence
        that it is "more likely than not" that a portion of
        deferred tax assets recorded on the consolidated balance
        sheet as of June 30, 2009 may not be recoverable in the
        future.  Accordingly, the Company recorded a valuation
        allowance of approximately $22 million as a reduction of
        tax benefit recorded for fiscal year 2009.  Including
        this adjustment, the Company expects an income tax benefit
        of approximately $25 million to $30 million for fiscal
        year 2009, as compared with income tax expense of
        $17.2 million for the prior fiscal year.

MXenergy Holdings was not able to file its Annual Report on Form
10-K for the fiscal year ended June 30, 2009, by the September 28
deadline.  The Company said it was unable to file the report
without unreasonable effort or expense as a result of its recently
completed debt and equity restructuring and the resultant changes
to the composition of its board of directors and audit committee.

MXenergy Holdings said the estimated results have not been
examined or audited by the Company's independent registered public
accounting firm and its independent registered public accounting
firm has not provided any other form of assurance on these
estimated results.  There can be no assurance that these estimated
results will not differ from the financial information to be
reflected in the Company's financial statements for the period
ended June 30, 2009, when finalized, or that these estimated
results are indicative of the Company's future performance.

                           Restructuring

MxEnergy Holdings on September 22, 2009, successfully completed
its private offer to exchange any and all of the Company's
outstanding Floating Rate Senior Notes due 2011 (CUSIP Nos. 62846X
AA3; U62432 AA4;62846X AC9) held by eligible holders, excluding
Notes held by the Company, and its corresponding solicitation of
consents from Holders of the Notes for certain amendments to the
indenture under which the Notes were issued.

The Holders tendered $158,787,000 aggregate principal amount of
Notes (representing 96.1% of previously outstanding Notes,
excluding Notes held by the Company) in the Exchange Offer in
exchange for (i) an aggregate cash payment of approximately
$28.6 million, which payment included the Early Consent Payment
and accrued and unpaid interest on the Notes up to, but not
including, the closing date, (ii) $67,751,000 aggregate principal
amount of the Company's new 13.25% Senior Subordinated Secured
Notes due 2014 and (iii) an aggregate of 33,940,683 shares of
Class A common stock of the Company, par value $0.01 per share,
representing, in the aggregate, 62.5% of the outstanding shares of
common stock of the Company, par value $0.01 per share.

In connection with the Consent Solicitation, the Company and the
guarantors of the Notes also entered into the Second Supplemental
Indenture to the Existing Indenture with the trustee, which became
effective on September 22, 2009.  The Second Supplemental
Indenture amends the Existing Indenture governing the Notes.  As a
result of the Exchange Offer and Consent Solicitation, $6,413,000
aggregate principal amount of Notes remain outstanding subject to
the Existing Indenture as amended to reflect the amendments
thereto.

As part of its restructuring, the Company also entered into new
combined supply and hedging facilities with Sempra Energy Trading
LLC, which replaced the Company's existing revolving credit
facility with a syndicate of financial institutions and existing
hedge facility with Societe Generale.  In connection with the
supply and hedging facilities with Sempra, the Company issued
4,002,290 shares of Class B common stock of the Company, par value
$0.01 per share, to Sempra, representing, in the aggregate, 7.37%
of the outstanding shares of Common Stock, for a purchase price of
$0.01 per share.

Also as part of the restructuring, the Company's outstanding
shares of Series A convertible preferred stock were converted,
together with its outstanding shares of existing common stock,
into 16,362,143 shares of Class C common stock of the Company, par
value $0.01 per share, representing, in the aggregate, 30.13% of
the outstanding shares of Common Stock.  In addition, the Company
repaid and terminated its existing $12 million credit facility
with Denham Commodity Partners LP and terminated its existing
registration rights agreement and stockholders agreement.

At the closing of the restructuring, the Company adopted a second
amended and restated certificate of incorporation and the third
amended and restated bylaws.  The Company also entered into a new
stockholders agreement and new registration rights agreement with
the holders of its Common Stock.  These organizational documents
contain customary provisions, including provisions relating to
certain approval rights, preemptive rights, restrictions on
transfer, rights of first refusal, tag-along rights, drag-along
rights and other customary provisions.  In addition, certain
holders of the Company's Class A Common Stock entered into a Class
A Voting Agreement and certain holders of the Company's Class C
Common Stock entered into a Class C Voting Agreement in connection
with the restructuring plan that govern their respective rights to
nominate and elect directors.

The Company expects to file the Annual Report no later than
October 13, 2009.

Additional discussion on the Notes restructuring is available at
no charge at http://ResearchArchives.com/t/s?4656

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving roughly 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.


MXENERGY HOLDINGS: Sempra Moves Annual Report Deadline to Oct. 13
-----------------------------------------------------------------
MXenergy Inc., a subsidiary of MXenergy Holdings Inc., entered
into the First Amendment dated as of September 28, 2009, to the
ISDA Master Agreement dated as of September 22, 2009, with the
Company and certain of its subsidiaries, as guarantors, and Sempra
Energy Trading LLC.

Pursuant to the terms of the Gas ISDA Agreement Amendment, the
deadline by which the Company must furnish audited annual
financial statements to Sempra for the fiscal year ended June 30,
2009 was amended to October 13, 2009.  Additionally, the
definition of Adjusted Consolidated Tangible Net Worth in the Gas
ISDA Agreement was amended to allow the Company to adjust for non-
cash charges associated with any deferred tax valuation
allowances.

MXenergy Electric Inc., a subsidiary of the Company, entered into
the First Amendment dated as of September 28, 2009, to the ISDA
Master Agreement dated as of September 22, 2009, with the Company
and certain of its subsidiaries, as guarantors, and Sempra.
Pursuant to the terms of the Electricity ISDA Agreement Amendment,
the deadline by which the Company must furnish audited annual
financial statements to Sempra for the fiscal year ended June 30,
2009 was amended to October 13, 2009.  Additionally, the
definition of Adjusted Consolidated Tangible Net Worth in the
Electricity ISDA Agreement was amended to allow the Company to
adjust for non-cash charges associated with any deferred tax
valuation allowances.

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving roughly 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.


MYLAN INC: Removed by Audit Integrity from Near Bankruptcy List
---------------------------------------------------------------
Audit Integrity has revised and upgraded Mylan Inc.'s bankruptcy
probability ranking.  Due to a stock pricing error made by data
provider Thomson Reuters, Mylan was erroneously placed among the
companies most likely to go bankrupt over the next twelve months.

Audit Integrity's bankruptcy model is comprised of multiple data
factors with various weightings, including the volatility of a
company's stock price.  After releasing its bankruptcy model,
Audit Integrity discovered that Thomson Reuters mistakenly applied
a dividend issue to Mylan's common stock instead of its preferred
stock.  The error significantly skewed the calculation Audit
Integrity used to determine Mylan's stock volatility.  Audit
Integrity informed Thomson Reuters of the error and it has
subsequently been corrected.

"We deeply regret our error, and we sincerely apologize to Mylan
for the inadvertent misrepresentation," said Jack Zwingli, Audit
Integrity's CEO.  "Thomson Reuters is a highly reliable and
respected supplier of stock pricing information and this error is
an aberration.  We are confident that we can continue to reliably
use the service going forward, but nevertheless we have
implemented additional data checking processes."

Audit Integrity recently released the findings of its newly
launched bankruptcy model, which calculates the statistical
likelihood that publicly-traded companies will file for
bankruptcy.  The model is designed as a risk measurement tool for
insurance companies, auditors and institutional investors, who
have a greater concern about companies' financial solvency risks
and likelihood of going bankrupt.  The model uses objective
information and a proven modeling approach that has yielded highly
predictive results.

Business bankruptcy filings during the first six months of 2009
are up more than 60 percent from a year ago.  While bankruptcy is
a relatively low incidence event, corporate stakeholders use
bankruptcy models to identify companies with financial distress
issues that fall short of bankruptcy but are still of great
concern.

Mr. Zwingli said Audit Integrity has manually re-verified the data
used to determine the pricing data and the rankings of the 19
other companies with a market capitalization in excess of
$1 billion that it previously identified as statistically most
likely to go bankrupt and stands behind its earlier findings.  One
of those companies, New Jersey-based Hertz Holdings, has sued
Audit Integrity and Mr. Zwingli for defamation and trade libel
because of its bankruptcy ranking.

"Given the 24 pages disclosing extensive financial and business
continuity risks contained in Hertz's most recent 10-K, we are
incredulous that Hertz has chosen to squander its shareholder
resources by filing a frivolous lawsuit," Mr. Zwingli said.  "Many
of the arguments it makes to support its claim of sound financial
health actually support our model's findings. Taking actions such
as accounting changes, selling assets, restructuring and
downsizing are clear warning signs of financial distress and raise
legitimate concerns about the company's well-being."

                       About Audit Integrity

Founded in 2002, serving investors, insurers, auditors and
corporate finance professionals, Audit Integrity --
http://www.auditintegrity.com/-- is a leading independent
research firm that rates more than 12,000 public companies in
North American and Europe based on their corporate integrity.  In
addition to its flagship Accounting and Governance Risk ratings,
Audit Integrity also forecasts bankruptcy risk, class action
litigation risk, material financial restatement risk, and equity
performance risk.  The statistical correlation of these ratings
has been confirmed by internal and third-party tests. Audit
Integrity has offices in Los Angeles and New York City.

                          About Mylan Inc.

Mylan Inc., formerly known as Mylan Laboratories Inc. (NYSE:
MYL) -- http://www.mylan.com/-- is a global pharmaceutical
company with market leading positions in generic pharmaceuticals,
transdermal technology and unit dose packaged products.  Mylan
operates through three principal subsidiaries: Mylan
Pharmaceuticals, a world leader in generic pharmaceuticals; Mylan
Technologies, the largest producer of generic and branded
transdermal patches for the U.S. market; and UDL Laboratories, the
top U.S.-supplier of unit dose pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories,
one of the world's premier suppliers of active pharmaceutical
ingredients.  Mylan also has a European platform through
Docpharma, a Matrix subsidiary, which is a marketer of branded
generics in Europe.  The company also has a production facility in
Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on September 25,
2009, Standard & Poor's Ratings Services said it raised its
corporate credit rating on Canonsburg, Pennsylvania-based Mylan
Inc. to 'BB' from 'BB-'.  S&P also raised the senior secured
rating to 'BB+' from 'BB', the senior unsecured rating to 'BB-'
from 'B+', and the preferred stock rating to 'B' from 'B-'.  The
outlook is stable.


NEWLOOK INDUSTRIES: Subsidiary Enters Into Settlement
-----------------------------------------------------
Newlook Industries Corp.'s majority-owned subsidiary, Wireless Age
Communications, Inc., has entered into an agreement with the
receiver and trustee in bankruptcy of its former subsidiaries,
Wireless Age Communications Ltd. and Wireless Source Distribution
Ltd.  Pursuant to the Settlement Agreement, Wireless Age agreed to
pay Wireless Communications and Wireless Source a total of
$750,000 to settle outstanding loans totaling approximately
$8.3 million provided by Wireless Communications and Wireless
Source to Wireless Age.

Pursuant to the terms of the Settlement Agreement, the Trustee has
agreed to seek court approval for the arrangement on or before
October 9, 2009.  Wireless Age has agreed to pay an initial
installment of $50,000 within two days following the expiry of the
30-day appeal period after approval of the court order.  The
remaining $700,000 will be payable on or before December 31, 2009.
If Wireless Age defaults on payment of the Settlement Amount, it
has agreed not to contest actions taken by the Trustee to recover
a reduced amount of $3.25 million, less any payments made on the
Settlement Amount, rather than the full $8.3 million amount of the
loans.

Gary N. Hokkanen, Newlook CFO stated; "The agreement is necessary
to improve Wireless Age's balance sheet.  If completed prior to
year-end, it will settle the approximately $8.3 million accrued
special charge loss provision booked in December 2008,
representing a substantial gain.  In addition, it will allow
Wireless Age to take its first steps to bring its SEC reporting
back up to date and migrate to a more senior listing."

Wireless Age agreed to provide a release to the Trustee and others
effective upon the expiry of the appeal period, and the Trustee
agreed to provide a release to Wireless Age, effective upon
payment of the Settlement Amount.  All parties to the Settlement
Agreement agreed that the exchange of releases and payment of
monies do not constitute an admission of liability, but are simply
a compromise of disputed claims.

John G. Simmonds, Newlook CEO commented; "I'm extremely pleased
with this agreement, as it allows us to arrange a restructuring
with Wireless Age and move towards a renewable energy transaction,
subject to regulatory approvals."

                    About Newlook Industries

Newlook Industries Corp., headquartered in Toronto, Ontario, is a
publicly traded company listed on the TSX Venture Exchange.
Newlook holds a 56% controlling interest in Wireless Age
Communications, Inc., (WLSA:OTCBB).  Wireless Age's retail
subsidiary, Wireless Age Communications Ltd., owns and operates
retail cellular and telecommunications outlets in cities in
western Canada.  Wireless Age's wholesale subsidiary, Wireless
Source Distribution Ltd., distributes two-way radio products and
wireless accessories to retailers, dealers, service centres,
carriers and network operators.


NEWPAGE CORP: S&P Raises Corporate Credit Rating to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miamisburg, Ohio-based coated paper manufacturer NewPage
Corp. to 'CCC+' from 'SD' (selective default).  The outlook is
negative.

S&P raised the issue-level rating on the company's second-lien
floating- and fixed-rate notes due 2012 to 'CCC-' (two notches
below the corporate credit rating) from 'D'.  The recovery rating
on these notes remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

S&P also raised the issue-level rating on the company's
subordinated notes to 'CCC-' from 'CC'.   The recovery rating is
unchanged at '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.

"The ratings upgrade follow the conclusion of S&P's review of
NewPage's business and financial prospects after S&P's
understanding that NP Investor LLC has settled its below-par
tender offer for a portion of NewPage's second-lien notes," said
Standard & Poor's credit analyst Andy Sookram.  S&P had viewed the
exchange as being tantamount to default given the company's
vulnerable business and highly leveraged financial risk profile.
NPI is an affiliate of NewPage's controlling shareholder, Cerberus
Capital Management L.P.  S&P viewed NPI in the same light as
NewPage itself acquiring the notes, given the shareholder's
majority ownership of NewPage.

The 'CCC+' rating reflects S&P's view that NewPage's ability to
adequately service its capital structure over the next few years
will be challenging, given S&P's projected cash generation.  S&P
believes that the recent repayment of the company's secured term
loan, through proceeds from recently issued secured notes due
2014, helps financial flexibility in the near term by eliminating
maintenance financial covenants that could have caused potential
liquidity pressures due to weak market conditions.

The negative outlook reflects S&P's ongoing concerns about the
company's ability to service its capital structure given the
currently challenging operating environment and S&P's cash flow
expectations.  S&P believes NewPage will have to borrow under the
revolving credit facility to fund its core requirements, including
rising interest expense.  If the operating environment does not
improve in line with S&P's expectations, liquidity declines more
than S&P anticipate, or input costs increases without a
corresponding increase in selling prices, then S&P believes the
company would have to take additional steps to restructure its
obligations over the near-to-intermediate term.  If this scenario
unfolds, S&P will likely lower ratings.

S&P could raise the ratings if, for example, an uptick in demand
results in higher EBITDA, leverage declining to upper-single-digit
levels, and EBITDA coverage of interest increases to around 1.5x.
S&P believes this could occur following a significant rebound in
the U.S. economy, which S&P is currently not anticipating to occur
in the next few quarters, that would lead to an uptick in demand
for coated paper, without a meaningful increase in input costs.


NIEUPORT 17: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Nieuport 17
        13051 Newport Blvd.
        Tustin, CA 92780

Bankruptcy Case No.: 09-20659

Chapter 11 Petition Date: October 5, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Andrew K. Mauthe, Esq.
                  7700 Irvine Center Dr., Ste. 800
                  Irvine, CA 92619-1147
                  Tel: (949) 788-2902
                  Fax: (949) 788-2903
                  Email: mauthelaw@attglobal.net

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

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

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/cacb09-20659.pdf

The petition was signed by Lisa P. Marquis, secretary-treasurer of
the Company.


NJDV HOSPITALITY: Files Chapter 11 to Stall Foreclosure
-------------------------------------------------------
NJDV filed for Chapter 11 bankruptcy protection in White Plains,
New York, on Friday to forestall foreclosure proceedings because
it could not make the October 5 payment deadline, News Channel 34
reports, citing Mayor Matt Ryan.

Channel 34 relates that NJDV bought the Regency Hotel in downtown
Binghamton from the city in February 2009 for $6.6 million.
According to the report, NJDV had made a non-refundable
$2.5 million down payment.  The remaining $4.1 million came due on
Monday.  Citing Mayor Ryan, the report says that NJDV notified the
city that it couldn't come up with the balance due to the tight
lending market, and that it turned down a payment restructuring
offer from the city.

NJDV Hospitality, Inc., filed for Chapter 11 on October 2, 2009
(Bankr. S.D.N.Y. Case No. 09-23848).  Harvey S. Barr, Esq., at
Barr, Post & Associates, represents the Debtor.  According to the
petition, assets were less than $50,000 while debts are $1,000,001
to $10,000,000.


NORTEL NETWORKS: Ciena in Talks to Buy Ethernet Assets
------------------------------------------------------
Ciena Corporation and Nortel Networks confirmed that they are in
"advanced discussions" regarding Ciena's acquisition of
substantially all of the optical networking and carrier Ethernet
assets of Nortel's Metro Ethernet Networks business.  The outcome
of these discussions is uncertain and subject to negotiation of
definitive agreements.  Any agreements would be subject to a
competitive bidding process under the United States Bankruptcy
Code and the Canadian Companies' Creditors Arrangement Act.

Nortel notes that any agreements would be subject to a competitive
bidding process to be approved by the United States Bankruptcy
Court for the District of Delaware and the Ontario Superior Court
of Justice.

Nortel has been selling certain businesses.

As reported by the TCR on Oct. 1, Nortel is selling its global
GSM/GSM-R business at an "open auction".  Nortel is a leading
supplier of GSM networks and has worked with operators worldwide
on implementing the GSM family of access technologies including
GSM/GPRS/EDGE.  Bids are due November 5.

Nortel is also auctioning its carrier Networks business associated
with the development of Next Generation Packet Core network
components.  The Packet Core Assets consist of software to support
the transfer of data over existing wireless networks and the next
generation of wireless communications technology.  Nortel proposes
an October 16 deadline for competing bids.

The U.S. and Canadian bankruptcy courts on September 16 approved
the sale of Nortel Networks' Enterprise Solutions business to
Avaya Inc.  Avaya emerged the winning bidder at the auction where
it offered to pay US$900 million in cash to Nortel, with an
additional pool of US$15 million reserved for an employee
retention program.  Avaya originally offered US$475 million.

The Bankruptcy Court and Canadian Courts on July 28, 2009,
approved the US$1.13-billion sale of a portion of Nortel's
wireless technology to Telefonaktiebolaget LM Ericsson.

                         About Ciena Corp.

Ciena Corp. specializes in practical network transition. We offer
leading network infrastructure solutions, intelligent software and
a comprehensive services practice to help our customers use their
networks to fundamentally change the way they compete.  With a
global presence, Ciena leverages its heritage of practical
innovation to deliver maximum performance and economic value in
communications networks worldwide.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 31, 2009, Standard & Poor's Ratings Services said that it
revised its outlook on Linthicum, Maryland-based Ciena Corp. to
negative from stable, based on S&P's expectation that credit
protection measures will weaken significantly, given S&P's view of
the company's near-term operating prospects.  In addition,
Standard & Poor's affirmed the corporate credit and senior
unsecured ratings at 'B+'.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers. Our next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Canada Units Have Deal With PD Kanco
-----------------------------------------------------
Nortel Networks Ltd. sought and obtained approval from the
Ontario Superior Court of Justice to execute an agreement with PD
Kanco Holdings Ltd. and Kanco-Airways Ltd.

The parties reached an agreement to terminate a lease contract
dated December 20, 2005, between NNL and PD Kanco, and to permit
NNL to ink a new lease contract with Kanco-Airways.  The Old
Contract allowed NNL to use an office building located at 195 The
West Mall, in Toronto, Ontario.

NNL made the decision to pursue the termination of the PD Kanco
Lease in light of the reduction in the number of its employees
working at the West Mall office, according to its lawyer, Derrick
Tay, Esq., at Ogilvy Renault LLP, in Toronto, Ontario.

Under the deal, the parties agreed to a termination of the Old
Contract effective November 30, 2009.  NNL agreed to abandon some
of its fixtures and furniture at the West Mall office in return
for payment of $497,000 from PD Kanco, which will be used to pay
the deposit and NNL's monthly rent under a new lease contract
with Kanco-Airways.

The new lease contract permits NNL to use for 18 months an office
building located at Airport Road, in Mississauga, Ontario.  NNL
can start its business operations at the new office on
December 1, 2009.

Under its 22nd Monitor Report, Ernst & Young Inc., the firm
appointed to monitor the assets of NNL and its Canadian
affiliates under their insolvency proceedings, says it supports
the signing of a new lease contract, acknowledging that it
provides a "significant cost saving opportunity" for NNL.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court Approves Global Knowledge Settlement
-----------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates obtained from the
Bankruptcy Court approval of an agreement they entered into with
Global Knowledge Network Inc. for the reconciliation of various
prepetition accounts receivable owed by and to NNI and GKN.

Under the parties' settlement, GKN agreed to setoff the sum of
$486,930, which it owes to NNI against the $374,368 owed by NNI
to GKN company.  The claims stemmed from various contracts and
the related invoices between the parties for the period before
the Petition Date.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court OKs Cleary Gottlieb's $17MM for May-July
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware issued an order, allowing interim compensation and
reimbursement of expenses for 17 professionals retained by the
Debtors and the Creditors Committee in these cases for services
rendered from May to July 2009.

                                         Total Amount Allowed
Professional                            for May to July 2009
------------                             --------------------
A. Debtors' Professionals

   Cleary Gottlieb Stein & Hamilton LLP        $17,826,111
   Lazard Freres & Co.                            $877,877
   Huron Consulting Group                         $668,467
   Jackson Lewis LLP                               $64,352
   Crowell & Moring LLP                            $37,768
   Ernst & Young LLP                               $39,739

B. Committee's Professionals

   Akin Gump Strauss Hauer & Feld LLP           $2,875,275
   Ashurst LLP                                  GBP215,136
   Capstone Advisory Group, LLC                 $1,843,844
   Richards Layton & Finger P.A.                   $30,097
   Jefferies & Company Inc.                       $713,202
   Capstone Advisory Group LLC                  $1,843,844
   Fraser Milner Casgrain LLP                  C$1,357,444

A breakdown of the Approved Fee Applications for May to July 2009
is available for free at:

    http://bankrupt.com/misc/NortelFeesDebtorProf.pdf
    http://bankrupt.com/misc/NortelFeesCommitteeProf.pdf

Judge Gross authorized the Debtors to promptly disburse to each
professional payment in the amount of the difference between 100%
of the total fees and expenses allowed and the actual interim
payments received by the professional for the interim period
subject to final allowance by the Court.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHCORE TECH: June 30 Balance Sheet Upside-Down by C$587,000
--------------------------------------------------------------
Northcore Technologies Inc. reported a net loss of C$433,000 for
the second quarter ended June 30, 2009, compared to a net loss of
C$575,000 in the same period last year.  Northcore reported
consolidated revenues of C$208,000 for the second quarter ended
June 30, 2009, compared to consolidated revenues of C$207,000 in
the second quarter of 2008.

The improvement in loss of C$142,000 was attributed to a
significant decline in operating expenses as a result of the
settlement of past debts, partially offset by an increase in
interest expense as a result of the secured notes issuance during
the latter half of 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
C$1.5 million in total assets and C$2.1 million in total
liabilities, resulting in a shareholders' deficiency of C$587,000.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with C$919,000 in total current assets
available to pay C$1.5 million in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the second quarted ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?4659

                     Going Concern Doubt

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Northcore Technologies Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008 and 2007.  The
auditing firm reported that the Company has suffered recurring
losses from operations and has a net capital deficiency.

Based in Toronto, Ontario, Canada, Northcore Technologies Inc.
(TSX: NTI; OTCBB: NTLNF) -- http://www.northcore.com/-- provides
a Working Capital Engine(TM) that helps organizations source,
manage and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE Capital Corporation.  Together, the companies work
with leading organizations around the world to help them liberate
more capital value from their assets.  Northcore also owns a 40%
interest in Southcore Technologies Ltd., a strategic partnership
with the Pan Pacific Group International Ltd.  Through this
collaboration, Pan Pacific markets Northcore's proven suite of
online products to its broad international business network and
connects certain assets of Pan Pacific, on an exclusive basis,
with enabling technologies from Northcore.


NORTHEAST BIOFUELS: Creditors Get Little Recovery in Plan
---------------------------------------------------------
According to Law 360, Northeast Biofuels LP, which recently sold
its assets to Sunoco Inc., has lodged a plan of liquidation and
accompanying disclosure statement that lays out very little
recovery for creditors.

NEB has received bankruptcy court approval for a sale of its
ethanol production facility in Oswego County, New York.  Sunoco
purchased the plant out of bankruptcy in an April 2009 auction for
$8.5 million, and the purchase was finalized June 15.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP which is in turn 85% owned by Permolex International,
L.P. and 15% by other project developers.

The Company and two of its affiliates filed for Chapter 11
protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-
30057).  Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., represents the Debtors in their restructuring efforts.
Blank Rome LLP will serve as the Debtors' counsel.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Sara C. Bond, Esq., and Stephen
A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debt between $100 million to
$500 million each.


NORTHSIDE MANOR: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northside Manor Apartments, LTD.,
        a Tennessee Limited Partnership
        1541 Northside Drive
        Memphis, TN 38127

Bankruptcy Case No.: 09-30980

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson, Jr.

Debtor's Counsel: Toni Campbell Parker, Esq.
                  615 Oakleaf Office Lane
                  P.O. Box 240666
                  Memphis, TN 38124-0666
                  Tel: (901) 683-0099
                  Fax: (866) 489-7938
                  Email: tparker001@bellsouth.net

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

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

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

             http://bankrupt.com/misc/txwb09-30980.pdf

The petition was signed by Robert P. Dempsey, managing general
partner of the Company.


NVT HOLDINGS: S&P Assigns Corporate Credit Rating at 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Los Angeles- and Atlanta-based TV broadcaster NVT
Holdings LLC, which is the new holder of the New Vision Television
operating entities.  The rating outlook is stable.

In addition, S&P assigned an issue-level rating of 'B+' (two
notches higher than the 'B-' corporate credit rating) to operating
subsidiary NVT Networks LLC's $28 million senior secured exit term
loan due 2012.  The recovery rating on this debt is '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for lenders in the event of a payment default.

The ratings are based on S&P's assessment of NVT's business and
financial outlook over the near-to-intermediate term subsequent to
its Sept. 30, 2009 emergence from Chapter 11 bankruptcy
protection.  The only debt on the restructured balance sheet is a
partial draw on the $28 million exit term loan due 2012.

"The 'B-' rating on NVT reflects the company's very weak operating
performance because of significant declines in ad revenue and
EBITDA, its narrow cash flow diversification, and very limited
liquidity following the Chapter 11 reorganization," said Standard
& Poor's credit analyst Deborah Kinzer.

NVT operates 16 TV stations in nine small and midsize markets
ranked from No. 22 (Portland, Ore.) to No. 189 (Bend, Ore.).  Most
of the company's stations are affiliated with the top four TV
networks.  Two markets contribute more than half of total
broadcast cash flow, which increases the potential effects of
regional economic volatility on ad demand and on the company's
financial performance.

The company has been cutting costs in response to sharp declines
in ad revenue, but these cost savings were not sufficient to stem
a severe drop in EBITDA.  For the seven months ended July 31,
2009, revenue and EBITDA declined approximately 20% and 78%,
respectively, from the same period of 2008.  S&P expects this
trend to continue for the remainder of 2009.  NVT was able to
reduce programming expenses somewhat by restructuring and
renegotiating some unprofitable contracts during the bankruptcy
process.  Despite the cost cuts and reduced programming expenses,
S&P does not expect profitability to approach the peer average
until 2012, an election year.

With its restructured balance sheet, S&P estimates NVT's lease-
adjusted debt to EBITDA will be in the 4.0x area for the 2009 full
year.  It is S&P's opinion that although the company has
significantly reduced its interest expense, discretionary cash
flow will be negative in 2009, but could turn modestly positive in
2010.


OCEAN BLUE: Court Finds Lender Made Substantial Contribution
------------------------------------------------------------
WestLaw reports that a mezzanine lender's contributions in
drafting and negotiating a joint Chapter 11 plan for debtor
companies and joint disclosure statement constituted substantial
contributions warranting an administrative expense award pursuant
to 11 U.S.C. Sec. 503(b)(3)(D).   The trustee agreed the lender
could do the work, prior attempts by debtors and equity security
holders to file plans and disclosures were contested and never
confirmed.  However, a Florida bankruptcy court held, the lender
had to more definitely prove the contribution made to the estates
in the form of tax savings for the reasonableness of the expense
claim to be determined.  In re Ocean Blue Leasehold Property LLC,
--- B.R. ----, 2009 WL 1117400 (Bankr. S.D. Fla.) (Cristol, J.).

Headquartered in Chicago, Illinois, Ocean Blue Leasehold Property
LLC owns and manages real estate.  The company and three of its
affiliates filed for Chapter 11 protection on Sept. 26, 2007
(Bankr. S.D. Fla. Case No. 07-17999).  Chad P. Pugatch, Esq.,
at Rice Pugatch Robinson & Schiller P.A. represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, it estimated assets of
$35,000,000 and debts of $23,464,750.


ON-SITE SOURCING: With Exceptions, Bankr. Court Approves 363 Sale
-----------------------------------------------------------------
WestLaw reports that a corporate Chapter 11 debtor's prepetition
sales efforts and absence of money in the credit market supported
the preconfirmation sale of substantially all of the debtor's
assets to the sole prepetition secured creditor holding a
significant undersecured claim under 11 U.S.C. Sec. 363, instead
of delaying the sale until confirmation of a Chapter 11 plan.  The
creditor and debtor were both eager for prompt consummation of the
sale.  The Virginia bankruptcy court excised two provisions: one
for a release of key employees from potential liability to the
debtor and another for a payment to a proposed general unsecured
creditors trust.  In re On-Site Sourcing, Inc., --- B.R. ----,
2009 WL 1789331, 51 Bankr. Ct. Dec. 218 (Bankr. E.D. Va.).

Los Angeles, California-based ONSITE3 -- 1-877-433-5227 or
http://www.onsite3.com/-- is widely recognized in the industry as
a top provider of electronic discovery services and has been in
the litigation support and legal discovery business since 1991.
Its innovative approach to evidence management focuses on the need
to manage both the risk and cost associated with complex
litigation and regulatory compliance. The combination of its
proprietary and integrated technology-enabled solutions enables
law firms and corporations to achieve a greater return on their
investments in evidence management.

On-Site Sourcing Inc. and two affiliates filed for Chapter 11 on
February 4, 2009 (Bankr. E.D. Va. Case No. 09-10816).  In its
bankruptcy petition, it estimated assets and debts of $10 million
to $50 million each.  Michael A. Condyles, Esq., at Kutak Rock
LLP, in Richmond, Va., handles the case.


ORANGE COUNTY: Water District Can't Remand MTBE Case
----------------------------------------------------
According to Law 360, a federal appeals court has shot down an
attempt by California's Orange County Water District to remove its
case alleging oil companies contaminated groundwater through their
mishandling of a gasoline additive from multidistrict litigation
in federal court, rejecting arguments that a May 2007 appellate
decision required a remand or that the district court should
abstain because it lacked "core" bankruptcy jurisdiction.

                About Orange County, California

Orange County -- http://egov.ocgov.com/portal/site/ocgov/-- is a
county in Southern California, United States.  Its county seat is
Santa Ana.  According to the 2000 Census, its population was
2,846,289, making it the second most populous county in the state
of California, and the fifth most populous in the United States.
The state of California estimates its population as of 2007 to be
3,098,121 people, dropping its rank to third, behind San Diego
County by 148 people.  Orange County went bankrupt in 1994.


OSCIENT PHARMA: Patent Suit Ends After Lupin Acquires Antara
------------------------------------------------------------
Law360 reports that Oscient Pharmaceuticals Corp. and Ethypharm SA
have dropped a patent infringement suit they brought against Lupin
Ltd. over the cholesterol drug Antara, less than two weeks after
Lupin announced that it had acquired the U.S. rights to Antara
from Oscient.

As reported by th TCR on Sept. 23, 2009, Oscient has obtained
Court approval to sell its cholesterol-lowering drug Antara to
Lupin Ltd. for $38.6 million.  Lupin, an Indian generic drugmaker,
outbid Akrimax Pharmaceuticals LLC at a court-supervised auction.
New Jersey based Akrimax was the lead bidder at the start of the
auction with a $20 million offer and eventually raised its offer
to $35.4 million including a break-up fee and royalty payments.

Early this month Oscient won approval from the Bankruptcy Court to
sell commercial rights to antibiotic Factive to Cornerstone
Therapeutics Inc.  Cornerstone agreed to pay $5,000,000 plus an
amount for purchased inventory.

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation (OSCIQ.PK) -- http://www.antararx.com/and
http://www.factive.com/-- marketed two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Company also has
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, Oscient's audited consolidated financial
statements reflected total assets of $174 million and total
liabilities of $255 million.

Oscient Pharmaceuticals together with an affiliate filed for
Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576).
Judge Henry J. Boroff presides over the case.  Charles A. Dale
III, Esq., at K&L Gates LLP, represents the Debtors.  The Debtors
also hired Ropes & Gray LLP as special litigation counsel, and
Broadpoint Capital Inc. as financial advisor.  In its petition,
Oscient listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $100,000,001 to $500,000,000.


PATRICK INDUSTRIES: Great Oaks, et al., Disclose Equity Stake
-------------------------------------------------------------
Great Oaks Strategic Investment Partners, LP; GOCP, LLC, which
serves as the general partner of the Great Oaks Fund; Great Oaks
Capital Management, LLC, which serves as the investment manager of
the Fund; Andrew K. Boszhardt, Jr., the managing member and
controlling person of the General Partner and the Investment
Manager; and Zoltan H. Zsitvay, the advisor of the Investment
Manager with respect to the Fund, hold in the aggregate 490,794
shares or roughly 5.4% of common stock of Patrick Industries, Inc.

The Fund is a private investment vehicle formed for the purpose of
investing and trading in a wide variety of securities and
financial instruments.  Messrs. Boszhardt and Zsitvay, the
Investment Manager and the General Partner may be deemed to share
with the Fund (and not with any third party) voting and
dispositive power with respect to the shares held directly by the
Fund.

At March 1, 2009, Patrick was in violation of the Consolidated
EBITDA financial covenant under the terms of its credit agreement.
On April 14, the Company entered into a Third Amendment to the
Company's Credit Agreement dated May 18, 2007, which, among other
things, provide that:

     (a) The lenders waived any actual or potential Event of
         Default resulting from the Company's failure to comply
         with the one-month and two-month Consolidated EBITDA
         covenants for the fiscal months ended March 1, 2009, and
         March 29, 2009.

     (b) The financial covenants were modified to establish new
         one-month and two-month minimum Consolidated EBITDA
         requirements that became effective beginning with the
         fiscal months ended June 28, 2009, and July 26, 2009,
         respectively.  Until that date, there is no applicable
         minimum Consolidated EBITDA requirement.

At June 28, 2009, the Company had $96,702,000 in total assets and
$80,792,000 in total liabilities.  The Company swung to a $666,000
net loss for the second quarter ended June 28, 2009, from net
income of $1,858,000 for the second quarter ended June 29, 2008.
The Company posted wider net loss of $4,812,000 for the six months
ended June 28, 2009, from a net loss of $12,000 for the six months
ended June 29, 2008.

                     About Patrick Industries

Patrick Industries, Inc. -- http://www.patrickind.com/-- is a
major manufacturer of component products and distributor of
building products serving the manufactured housing, recreational
vehicle, kitchen cabinet, home and office furniture, fixture and
commercial furnishings, marine, and other industrial markets and
operates coast-to-coast through locations in 13 states.  Patrick's
major manufactured products include decorative vinyl and paper
panels, wrapped moldings, cabinet doors and components, slotwall
and slotwall components, and countertops.  The Company also
distributes drywall and drywall finishing products, interior
passage doors, flooring and roofing products, vinyl and cement
siding, ceramic tile, and other miscellaneous products.


PEANUT CORP: PCA, Hartford Deal Sets Aside $12M for Tort Claims
----------------------------------------------------------------
According to Law 360, the trustee unwinding Peanut Corp. of
America has reached an agreement with Hartford Casualty Co. that
releases the insurer from future obligations to PCA creditors, in
exchange for establishing a $12 million kitty to fund tort claims
arising from the salmonella outbreak that drove the company into
liquidation earlier this year.

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.


PENTA WATER COMPANY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Penta Water Company, Inc.
        2091 Rutherford Road
        Carlsbad, CA 92008

Case No.: 09-15145

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Joseph A. Eisenberg, Esq.
            Jeffer, Mangels, butler & Marmaro
            1900 Avenue of the Stars, 7th Floor
            Los Angeles, CA 90067
            Tel: (310) 785-5375
            Email: jae@jmbm.com

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

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

The petition was signed by Gregory L. Probert, the company's chief
executive officer.

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Plainfield Asset Management    Loan                   $3,782,305
55 Railroad Avenue
Greenwich, CT 06830

Premier MGMT Group, LLC        Contract               $600,000
700 Evanvale Court
Cary, NC 27511

NBC-Biggest Loser              Contract               $204,000

West Coast Container, Inc.     Trade Payable          $192,010

Exel Transportation Services,  Trade Payable          $138,625
Inc.

JETA Realty Group, Inc.        Building Rent          $106,588

Institut Fur Umwelmedizinische Medical Studies        $68,000
Forschung

Circle One Marketing           Contract               $57,000

YAHOO!                         Ad Insertion           $52,540
Attn: Melonie Gonzelez

Pak West Paper & Packaging     Trade Payable          $51,745

Dr. Teb Jacobs                 Medical Studies        $51,157

Procopio, Cory, Hargreaves     Legal Services         $50,992
& Savitch, LLP

Vista Closures, Inc.           Trade Payable          $39,000

Department of Conservation     CRV Department         $38,911

Vividminds, Inc.               Marketing              $37,500

BIO Science/Dr. Burgert        Medical Studies        $37,500

Nutragenetics, LLC             Consulting             $35,000

FEDEX                          Trade Payable          $29,888

H.T. Hackney Co.               Trade Payable          $24,835

1st Priority Services, Inc.    Trade Payable          $23,310

North Carolina                 Medical Studies        $18,844
Department of Justice

Creative Brokers International Trade Payable          $16,666

Irwin Commercial Finance       Capital Lease          $16,452

Alfonso Tumini Consultants     Legal Services         $15,105

The Rose Group                 Trade Payable          $15,000
c/o Michael Judson

Zuckerman/Honickman            Trade Payable          $14,591

Corner Stone Staffing          Temp Agency            $10,176
Solutions, Inc.

Spins                          Marketing              $10,000

Toyota Motor Credit            Capital Lease          $9,933

Western Industrials Sales,     Trade Payable          $9,778
Inc.


PETROHUNTER ENERGY: June 30 Balance Sheet Upside-Down by $48.9MM
----------------------------------------------------------------
PetroHunter Energy Corporation reported a net loss of $826,000 on
total revenue of $8,000 for the third quarter ended June 30, 2009,
compared with a net loss of $14.2 million on total revenue of
$573,000 in the same period of 2008.

For the three months ended June 30, 2009, oil and gas revenue was
$8,000 as compared to $567,000 for the corresponding period in
2008.  The decrease in oil and gas revenue relates to the sale of
the Company's 8 producing wells effective December 1, 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
$12.3 million in total assets and $61.2 million in total
liabilities, resulting in a $48.9 million stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $11.0 million in total current
assets available to pay $59.6 million in total current
liabilities.

Full-text copies of the Company's consolidated financial
statements for the third quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?465d

                      Going Concern Doubt

Eide Bailly LLP, in Greenwood Village, Colorado, expressed
substantial doubt about PetroHunter Energy Corporation's ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended September 30,
2008.  The auditing firm said that the Company has incurred a
cumulative net loss of $149.5 million for the period from
inception to September 30, 2008, has a working capital deficit of
approximately $3.9 million as of September 30, 2008, and was not
in compliance with the covenants of several loan agreements.

As of June 30, 2009, the Company has an accumulated deficit of
$261.0 million and a working capital deficit of approximately
$48.6 million.  The Company says that it is not in compliance with
the covenants of several loan agreements, and has significant
capital expenditure commitments.  The Company adds that it
requires significant additional funding to sustain operations and
satisfy contractual obligations for its planned oil and gas
exploration and development operations.  In addition, it says it
is in default on certain obligations.

                    About PetroHunter Energy

Based in Denver, Colorado, PetroHunter Energy Corporation is a
global oil and gas exploration and production company.  As of
June 30, 2009, the Company owned properties in Rio Blanco,
Garfield and Mesa Counties, Colorado, and in the Northern
Territory, Australia.  On July 2009, the Company failed to meet
drilling obligations related to its holdings of 1,074 gross acres
and 402 net acres in Garfield and Mesa counties in Colorado.  As a
result of the failure to meet these obligations, the Company lost
its leases on this acreage.


PHOENIX PLACE LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Phoenix Place, LLC
           dba Phoenix Place Apartments
        2470 El Camino Real, Suite 210
        Palo Alto, CA 75219

Bankruptcy Case No.: 09-36755

Chapter 11 Petition Date: October 5, 2009

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

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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/txnb09-36755.pdf

The petition was signed by Jitender Makkar, managing member of the
Company.


PILGRIM'S PRIDE: FLSA Plaintiffs Support Claims Estimation
----------------------------------------------------------
To recall, Pilgrim's Pride Corp. and plaintiffs in the Fair Labor
Standard Act Multi-District Litigation file an agreed motion
asking the U.S. Bankruptcy Court for the Northern District of
Texas, Forth Worth Division, to transfer the estimation
proceedings to the U.S. District Court for the Western District of
Kansas to the Honorable Harry F. Barnes.

The Debtors have ask the Court to estimate the claims asserted by
the Fair Labor Standards Act Multidistrict Litigation Plaintiffs
and the Fair Labor Standards Act South Carolina Litigation
Plaintiffs for allowance and distribution purposes.  The Debtors
estimate the Plaintiffs' combined claims to be at least
$55,000,000.

                 FLSA Plaintiffs' Response

The Plaintiffs in the Fair Labor Standards Act multidistrict
litigation, the Plaintiffs in the Fair Labor Standards Act South
Carolina litigation, and the Plaintiffs in the Fair Labor
Standards Act litigation -- or the "Atkinson Plaintiffs" -- file
their Joint Response to the Debtors' Motion to Estimate Claims.

The Plaintiffs expressed support of the proposition and estimation
of the prepetition unsecured and priority claims as well as the
postpetition administrative claims of the plaintiffs.  The
Plaintiffs, however, proposed that these limitations on the
estimations be observed:

(a) Estimation of the claims and causes of action pled in the
     MDL Action, SC Action and Atkinson Action will be conducted
     by Judge Barnes of the U.S. District Court for the Western
     District of Arkansas, El Dorado Division, or Judge Seymour
     of the U.S. District Court for the District of South
     Carolina, Columbia Division, or other court as the parties
     and the U.S. Bankruptcy Court for the Northern District of
     Texas, Forth Worth Division, may agree;

(b) All individual proofs of claim filed for or on behalf of
     named plaintiffs in the MDL Action, SC Action and Atkinson
     Action will be consolidated for purposes of estimation with
     the appropriate proceeding;

(c) Procedures for estimation of claims will be agreed to by
     the parties, subject to approval of the Bankruptcy Court
     and the Estimation Court; and

(d) The order on the Debtors' Estimation Motion will contain:

       Ordered that to the extent the Debtors are found to have
       liability for the FLSA Claims following the estimation
       proceeding, nothing will preclude or otherwise prejudice
       the Plaintiffs from filing a motion for allowance of
       administrative claims in the Bankruptcy Court with
       respect to any portion of the FLSA Claims arising from
       and after December 1, 2008.

The FLSA MDL Plaintiffs and the Fair Labor Standards Act South
Carolina litigation have separate actions against Pilgrim's Pride
Corporation in separate Courts which the Plaintiffs assert that
the Debtors violated the Fair Labor Standards Act.  Both groups of
plaintiffs seek unpaid overtime compensation, allegedly owed to
them for all time between the first and last compensable acts of a
continuous workday.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

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


PILGRIM'S PRIDE: MPISD Wants Determination on Tax Claims
--------------------------------------------------------
The Mount Pleasant Independent School District, the City of Mount
Pleasant, Titus County, Titus County Hospital District, and Chapel
Hill Independent School District -- the "Titus County Taxing
Entities" -- ask the Court to determine and to direct the Debtors
to pay remaining interest and penalties owing on Tax Claims in the
amount of $249,587.

As earlier reported, the Debtors and the Mount Pleasant, Texas,
School District have agreed to resolve their dispute with respect
to the payment of the Debtors' 2008 property taxes, as the Debtors
owe the MPISD $1,073,888 for all taxes of 2008, except for
interest and penalties.  The Debtors have also paid the other
Titus County Taxing Entities $1,782,770 in June 2009 for 2008
taxes due.  The sum did not include the interest and penalties the
Debtors owe to the other Titus County Taxing Entities.

Kelle K. Masters, Esq., at Graves Dougherty Hearon & Moody, P.C.,
in Austin, Texas, asserts that interest and penalties to the tax
claims should accrue at the statutory at the statutory rate
because their obligations to make an essential payment was no
longer stayed awaiting court approval.  Mr. Masters points out
this breakdown of the penalty charges requested by Titus County
Taxing Entities to be paid by the Debtors:

Date                          Rate                      Amount
----                          ----                      ------
Feb. to June 2009        6% March, 1% April to
                          June statutory penalty       $160,449

Feb. to June 2009        1% per month interest
                          on delinquent tax             $89,138

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

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


PILGRIM'S PRIDE: Wants Dismissal of Suit vs. Debtors
----------------------------------------------------
Pursuant to Rule 7041 of the Federal Rules of Bankruptcy
Procedure, Wendy's International Inc. asks the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, to
dismiss, without prejudice, the adversary proceeding it filed
against Pilgrim's Pride Corp. and its units.

Wendy's International previously commenced an adversary proceeding
to extend the automatic stay to the product liability action it
co-defends with the Debtors in the Court of Common Pleas of
Westmoreland County, in Pennsylvania.  In the alternative, to the
extent the Bankruptcy Court does not extend the automatic stay,
Wendy's asked the Bankruptcy Court to lift the automatic stay to
allow it to defend itself in the Pennsylvania Litigation.

Prior to Wendy's request for the dismissal of the adversary
proceeding, Wendy's also withdrew without prejudice its motion to
show cause why Plaintiffs Lori Redmond and Lawrence Redmond and
their attorney Susan N. Williams, Esq., should not be held in
contempt of Court for violation of the automatic stay in
prosecuting their litigation filed against Wendy's and the Debtors
in the Court of Common Pleas of Westmoreland County, Pennsylvania.

According to Mark E. MacDonald, Esq., at MacDonald + MacDonald,
P.C., the Redmonds had filed a "Motion for Relief from Stay" with
the Court of Common Pleas of Westmoreland County, Pennsylvania,
despite their actual knowledge that the Bankruptcy Court has not
modified the stay on the Debtors because of the Bankruptcy
Proceeding.

In light of these, Wendy's asked the Bankruptcy Court to direct
co-defendants Lorrie and Lawrence Redmond and their attorney Susan
Williams, Esq., to Show Cause why they should not be held in
contempt of court for their violations of the automatic stay in
prosecuting the Pennsylvania Litigation.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

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


PRESSTEK INC: Lenders Extend Credit Agreement Until December 15
---------------------------------------------------------------
Presstek, Inc., has entered into an agreement with its bank
lenders to modify the Company's current credit agreement.  Under
the terms of the modification, the lenders have agreed to extend
the credit agreement from its previous expiration of November 4,
2009, until December 15, 2009.  The banks have also agreed to
forbear from exercising their rights and remedies resulting from
the Company's recently announced covenant violations under the
credit agreement.  The Company said that it expects to enter into
a new credit facility sufficient to repay the current outstanding
indebtedness on or before December 15, 2009, although there can be
no assurance that the Company will enter into a new credit
facility.

The modification lowers the Company's availability under the
revolving portion of the facility from $45 million to $27 million.
The Company said that it expects this amount to be sufficient to
satisfy its current credit needs.  The Company's term loan, in the
original amount of $35 million, has a current balance of
approximately $0.8 million, which is expected to be paid upon the
expiration of the revised credit agreement.  In addition, the
modification amends provisions of the credit agreement, including
but not limited to provisions relating to interest rate,
permissible expenditures and investments that do not require
lender approval and events of default, and also provides for the
payment of a fee to the lenders.

                          About Presstek

Presstek, Inc. -- http://www.presstek.com/-- is a manufacturer
and marketer of digital offset printing solutions.  These products
are engineered to provide a streamlined workflow that shortens the
print cycle time, reduces overall production costs.  The Company
operates in two reportable segments: the Presstek segment and the
Lasertel segment.  The Presstek segment is primarily engaged in
the development, manufacture, sales, distribution, and servicing
of digital offset printing solutions for the graphic arts
industries.  The Lasertel segment is primarily engaged in the
manufacture and development of high-powered laser diodes for a
variety of industry segments.  Presstek's subsidiary, Lasertel,
Inc. (Lastertel), manufactures semiconductor laser diodes for
Presstek and external customer applications.


PRIME GROUP REALTY: Suspends Series B Preferred Dividends for Q3
----------------------------------------------------------------
Prime Group Realty Trust's Board of Trustees determined not to
declare a quarterly distribution on its Series B Preferred Shares
for the third quarter of 2009, and that the Board is unable to
determine when the Company might recommence distributions on the
Series B Preferred Shares.  The Board is also in the process of
considering various financing and other capitalization
alternatives for the Company.

The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Board intends to review the
suspension of the Series B Preferred distributions periodically
based on the Board's ongoing review of the Company's financial
results, capital resources and liquidity needs, and the condition
of the economy and capital markets.  The Company can give no
assurances that distributions on the Company's Series B Preferred
Shares will be resumed, or that any financing or other
capitalization alternatives will be satisfactorily concluded.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago.  The
Company currently owns 8 office properties containing an aggregate
of 3.3 million net rentable square feet and a joint venture
interest in one office property comprised of roughly 101,000 net
rentable square feet. The Company leases and manages roughly
3.3 million square feet comprising all of its wholly-owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York, New York.


PSYSTAR CORP: To License Virtualization Technology
--------------------------------------------------
Jake Widman at itwire.com reports that Psystar Corp. said that it
will license its "virtualization technology" to other PC
manufacturers, resulting in Psystar-certified OS X "compatible"
computers.

Psysar has been selling PCs that runs Mac OS X since April 2008,
and has been defending itself against Apple lawsuits since July
2008.

itwire.com quoted Psystar as saying, "The licensing initiative
will allow manufacturers to have their hardware Psystar Certified
and have their computers pre loaded with our unique technology
including the Darwin Universal Boot Loader (DUBL)," which Psystar
claims supports "up to six different operating systems on a single
machine and configures itself 'automagicly' [sic] . . . . Once a
product is certified, consumers can purchase it off the shelf or
through standard channels and when labeled Psystar Certified would
allow the installation of Snow Leopard simply by inserting the
retail OS X DVD."

According to itwire.com, Psystar also offers to tailor its
technology to a manufacturer's specific "hardware profile(s)".

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


PTC ALLIANCE: Motion to Access $15-Mil. Loan from Black Diamond
---------------------------------------------------------------
PTC Alliance Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
access $15 million in postpetition financing under a superpriority
debtor-in-possession credit agreement with Black Diamond
Commercial Finance LLC, as lender and administrative agent.

On July 25, 2006, Black Diamond provided $70 million to the
Debtors, secured by a lien on substantially all of the Debtors'
assets.  As of their bankruptcy filing, the Debtors owe about
$41 million to Black Diamond.

The Debtors say they want to access $5 million of the proposed
financing on the interim basis.

All loans under the DIP facility will bear interest at alternate
base rate plus applicable margin and all DIP obligations will
incur interest at a rate per annum equal to the alternate bas rate
plus applicable margin.

The DIP facility is subject to a $250,000 carve-out to pay fees
incurred by professionals employed by the Debtors and any
statutory committee.

Proceeds of the facility will be used to finance the sale of
substantially all of the Debtors' assets, among other things.

The DIP agreement contains customary events of default.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  PTC Alliance
listed, in its petition, assets between $50 million and
$100 million, and debts between $100 million and $500 million.


PTC ALLIANCE: Wants to Hire Reed Smith as Counsel
-------------------------------------------------
PTC Alliance Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Reed Smith LLP as their counsel.

The firm has agreed to:

   a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of these Cases, including all of the
      legal and administrative requirements of operating in
      Cchapter 11, except for matters as will be handled by
      special counsel;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      the estate, and negotiations concerning all litigation in
      which the Debtors may be involved and objections to claims
      filed against the estate;

   d) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estates;

   e) appear before this Court, any appellate courts, and the U.S.
      Trustee, and protect the interests of the Debtors' estates
      before such courts and the U.S. Trustee; and

   f) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with the Chapter 11 cases.

The firm's standard hourly rates are:

      Partners        $375-$1,100
      Counsel         $360-$895
      Associates      $275-$635
      Paralegal       $100-$365

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

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  PTC Alliance
listed, in its petition, assets between $50 million and
$100 million, and debts between $100 million and $500 million.


PTC ALLIANCE: Wants Court to OK Nov. 13 Auction for All Assets
--------------------------------------------------------------
PTC Alliance Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a sale
process where Black Diamond Capital Management LLC will purchase
substantially all of their assets absent higher and better bids at
an auction.

The Debtors have entered into an asset purchase agreement with BD
PTC Acquisition Inc. on Oct. 1, 2009, wherein the purchaser agreed
to pay cash sufficient to satisfy in full the debtor-in-possession
financing payoff amount, plus the cash consideration, plus the
wind-down amount.  Under the agreement, the purchaser will credit
bid 100% of the indebtedness under the term loan credit
facilities, such that the aggregate credit bid equals $85 million.

Under the deal, BD PTC will get 3% break-up fee if the Debtors
consummate the sale to another party.

BD PTC was formed by funds managed by Black Diamond Capital
Management LLC, the pre-petition term lenders.

The Debtors have proposed this timeline for the sale of their
assets:

  * Bidding Procedures Hearing:    No later than Oct. 13, 2009

  * Submission Deadline for
    Qualified Bids:                No later than Nov. 6, 2009

  * Auction, if an auction is to
    be held:                       No later than Nov. 13, 2009

  * Proposed Sale Hearing:         No later than Nov. 23, 2009

Interested purchasers are required to submit a good faith deposit
of $5 million.

Proceeds of the sale will be used to make payroll, make capital
expenditures, satisfy other working capital and operational needs,
pay interest, fees and expenses, pay amounts approved by other
Order of this Court, provide working capital for the Debtors, and
to fund an orderly sale process.

The Company has obtained a commitment for up to $15 million in
debtor-in-possession financing, which together with cash from
operations, will be used to fund operating expenses during the
Chapter 11 pending the closing of the sale.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  Attorneys at Reed
Smith LLP represents the Debtors in their restructuring effort.
PTC Alliance listed, in its petition, assets between $50 million
and $100 million, and debts between $100 million and $500 million.


PROTECTION ONE: Jeffrey Nordhaus Steps Down From Board
------------------------------------------------------
Jeffrey S. Nordhaus resigned from the Boards of Directors of
Protection One, Inc., and Protection One Alarm Monitoring, Inc.,
and the Company's Compensation Committee, effective as of
September 28, 2009.  Mr. Nordhaus's resignation is not the result
of any disagreement with the Company or POAMI on any matter
relating to the Company's or POAMI's operations, policies or
practices.

Protection One, Inc., is principally engaged in the business of
providing security alarm monitoring services, including sales,
installation and related servicing of security alarm systems for
residential and business customers.  The Company also provides
monitoring and support services to independent security alarm
dealers on a wholesale basis.  Affiliates of Quadrangle Group LLC
and Monarch Alternative Capital LP own roughly 70% of the
Company's common stock.

Protection One posted lower net loss of $2,535,000 for the three
months ended June 30, 2009, from a net loss of $9,090,000 for the
same period a year ago.  Protection One posted a net loss of
$5,336,000 for the six months ended June 30, 2009, from a net loss
of $32,168,000 for the same period a year ago.

At June 30, 2009, the Company had $632,025,000 in total assets
against $715,763,000 in total liabilities, and $83,738,000 in
stockholders' deficiency.


PVF CAPITAL: Has Going Concern Doubt as Bank Requires More Capital
------------------------------------------------------------------
PVF Capital Corp. posted a net loss of $20,115,629 for fiscal year
ended June 30, 2009, compared with a net loss of $1,100,657 for
the same period in 2008.

The Company's balance sheet at June 30, 2009, showed total assets
of $912,208,833, total liabilities of $862,703,636 and a
stockholders' equity of $ 49,505,197.

On Sept. 28, 2009, Crowe Horwath LLP in Cleveland, Ohio, expressed
substantial doubt about PVF Capital Corp.'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 primary federal regulator of the Company's bank
subsidiary has required the Company's bank subsidiary to increase
its capital levels by Dec. 31, 2009, to amounts that are in excess
of its current actual capital levels.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4645

PVF Capital Corp. is a federal stock savings bank and a member of
the FDIC.  Although Park View Federal Savings Bank's capital
exceeded the current applicable regulatory capital measurements to
meet the definition of a well-capitalized institution at March 31,
2009, and June 30, 2008, PVF warns that additional losses could
adversely impact the Bank's regulatory capital ratios.  A failure
to be considered well-capitalized would, among other things,
affect the Bank's ability to accept brokered deposits and may
subject the Bank to increased FDIC deposit insurance assessments.


QUESTEX MEDIA: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Questex Media Group, Inc.
        aka Five Star Alliance
        aka Home Entertainment Events
        aka Imaging Network
        aka Show Management
        275 Grove Street, Suite 2-130
        Newton, MA 02466

Bankruptcy Case No.: 09-13423

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
FierceMarkets, Inc.                                09-13424
Info Trends, Inc.                                  09-13425
Info Trends Research Group, Inc.                   09-13426
Oxford Communication, Inc.                         09-13427
Oxford Publishing, Inc.                            09-13428
QMG Holdings, Inc.                                 09-13429
Questex Brazil, LLC                                09-13430
Show Events, Inc.                                  09-13431

In addition to the Debtors, these affiliated debtors will file
Chapter 11 petitions:

   * FierceMarkets, Inc.
   * InfoTrends, Inc.
   * InfoTrends Research Group, Inc.
   * Oxford Communication, Inc.
   * Oxford Publishing, Inc.
   * QMG Holdings, Inc.
   * Questex Brazil, LLC
   * Show Events, Inc.

Type of Business: The Debtors provide media and telecommunication
                  services.  The Debtors' media properties include
                  23 trade publications and 150 digital
                  publications.

                  See http://www.questex.com/

Chapter 11 Petition Date: October 5, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: James Stempel, Esq.
                  Erik Chalut, Esq.
                  Kirkland & Ellis LLP
                  300 North LaSalle Street
                  Chicago, IL 60654
                  Tel: (312) 862-2000
                  Fax: (312) 798-2200
                  http://www.kirkland.com

                  -- and --

                  Michael Nestor, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6699
                  Fax: (302) 576-3321
                  http://www.ycst.com

Claims Agent:     Epiq Bankruptcy Solutions, LLC
                  FDR Station, P.O. Box 5012
                  New York, NY 10150-5012
                  http://chap11.epiqsystems.com/

Total Assets: $299 million

Total Debts: $321 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wilmington Trust FSB           Bank Debt         $56,554,063
Attn: Jeffrey Rose
Vice President
50 South Sixth St., Ste. 1290
Minneapolis, MN 55403
Tel: (612) 217-5630
Fax: (612) 217-5651

Former Shareholders of         Shareholders      $7,533,018
FierceMarkets
c/o Goodwin Procter LLP
Attn: James O. Fleckner, Esq.
Exchange Place
53 State Street
Boston, MA 02109
Tel: (617) 570-1153
Fax: (216) 363-4588

RR Donnelley Receivables Inc.  Trade Debt        $587,114
690 E. Plumb Lane, #201
Reno, NV 89502-3597
Tel: (662) 562-5015
Fax: (630) 322-6873

Paradice Decorating Company    Trade Debt        $251,538

Cigna Healthcare               Trade Debt        $247,701

Midland Paper                  Trade Debt        $124,076

Metropolitan Exposition        Trade Debt        $118,245
Services, Inc.

DC Funding Corp.               Trade Debt        $117,742

Hallmark Data Systems, LLC     Trade Debt        $107,597

Microsoft Licensing GP         Trade Debt        $106,414

Hyatt Regency Boston           Trade Debt        $97,804

Pro Print Inc.                 Trade Debt        $92,090

Hyatt Regency San Francisco    Trade Debt        $85,486

BSI, Inc.                      Trade Debt        $58,333

Bank of America MasterCard     Trade Debt        $55,253
Corporate Credit Card Program

American Express               Trade Debt        $45,107

GetVampLLC                     Trade Debt        $37,017

Insight Direct USA, Inc.       Trade Debt        $31,576

Dell, Inc.                     Trade Debt        $28,885

MetLife                        Trade Debt        $28,616

Weiss Foodservice Visions Inc. Trade Debt        $25,466

Lambert Smith Hampton          Trade Debt        $23,922

Coach Media, Inc.              Trade Debt        $23,590

Infobeans System India Pvt Ltd Trade Debt        $23,382

Mark Facey & Company           Trade Debt        $21,856

Telenix, Inc.                  Trade Debt        $20,493

Orient Express Hotels          Trade Debt        $20,343

N-M Ventures                   Trade Debt        $19,379

NTL                            Trade Debt        $19,036

Advanstar Communications, Inc. Trade Debt        $16,570

The petition was signed by Thomas E. Caridi, executive vice
president and chief financial officer.


RADIENT PHARMACEUTICALS: May Offer to Sell Up to 5,000,000 Shares
-----------------------------------------------------------------
Radient Pharmaceuticals Corporation filed with the Securities and
Exchange Commission a prospectus related to its plan to offer up
to 5,000,000 shares of common stock, either in one or more
offerings in amounts, at prices and on the terms that the Company
will determine at the time of offering.

Each time the Company sells securities, it will provide specific
terms of the securities offered in a supplement to the prospectus.

The Company will sell the securities directly to its stockholders
or to other purchasers, through agents, dealers or underwriters as
designated from time to time, or through a combination of these
methods.  If any agents, dealers or underwriters are involved in
the sale of any of these securities, the applicable prospectus
supplement will provide the names of such agents, dealers or
underwriters and any applicable fees, commissions or discounts.

The Company will use the net proceeds received from the sale of
the shares for general corporate purposes.

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

              http://ResearchArchives.com/t/s?4664

                   Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

                   About Radient Pharmaceuticals

Headquartered in Tustin, CA with operations in China, Radient
Pharmaceuticals, along with its subsidiary, JPI, is a
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs over 510 people in the U.S. and China.  The Company had
assets of US$35,240,702 against debts of US$7,727,742 as of
June 30, 2009.

Prior to September 25, 2009, the name of the Company was AMDL,
Inc., and its common stock was traded under the symbol "ADL".  On
September 25, 2009, the Company's name was changed to Radient
Pharmaceuticals Corporation.  The common stock trades on the NYSE
Amex under the trading symbol "RPC".  On October 1, 2009, the
closing price of the common stock on the NYSE Amex was $0.58 per
share.


RADIENT PHARMACEUTICALS: Registers 2,767,579 Shares for Resale
--------------------------------------------------------------
Radient Pharmaceuticals Corporation filed with the Securities and
Exchange Commission a registration statement to register 2,767,579
shares of common stock that may be offered for sale for the
account of selling stockholder.  The selling stockholder may offer
and sell from time to time up to 2,767,579 shares of the Company's
common stock, which will be issued to the selling stockholder
pursuant to the St. George Agreements.

The selling stockholder may sell all or any portion of their
shares of common stock in one or more transactions on the NYSE
Amex, in private, negotiated transactions or a combination of such
methods.  Each selling stockholder will determine the prices at
which it sells its shares.  Although Radient will incur expenses
in connection with the registration of the common stock, it will
not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholder.  However, it will receive
gross proceeds of up to approximately $325,000 from the exercise
of outstanding warrants by the selling stockholder, if and when
they are exercised.

On October 1, 2009, there were 16,632,074 shares of common stock
outstanding.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4665

                   Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

                   About Radient Pharmaceuticals

Headquartered in Tustin, CA with operations in China, Radient
Pharmaceuticals, along with its subsidiary, JPI, is a
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs over 510 people in the U.S. and China.  The Company had
assets of US$35,240,702 against debts of US$7,727,742 as of
June 30, 2009.

Prior to September 25, 2009, the name of the Company was AMDL,
Inc., and its common stock was traded under the symbol "ADL".  On
September 25, 2009, the Company's name was changed to Radient
Pharmaceuticals Corporation.  The common stock trades on the NYSE
Amex under the trading symbol "RPC".  On October 1, 2009, the
closing price of the common stock on the NYSE Amex was $0.58 per
share.


RAMP CHEVROLET INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Ramp Chevrolet, Inc.
        1395 Route 112
        Port Jefferson Statiton, NY 11776-0710

Bankruptcy Case No.: 09-77513

Chapter 11 Petition Date: October 5, 2009

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

Judge: Robert E. Grossman

Debtor's Counsel: Eric J. Snyder, Esq.
                  Siller Wilk LLP
                  675 Third Avenue, 9th Floor
                  New York, NY 10017
                  Tel: (212) 421-2233
                  Fax: (212) 752-6380
                  Email: esnyder@sillerwilk.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Charles Rampone Jr., president of the
Company.


RESTORE SAVANNAH: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Restore Savannah Development, LLC
        3 Sedgebank Road
        Savannah, GA 31411

Bankruptcy Case No.: 09-42272

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Charles Vincent Loncon, Esq.
                  Brannen Searcy & Smith
                  22 East 34th Street
                  Savannah, GA 31401
                  Tel: (912) 234-8875
                  Fax: (912) 232-1792
                  Email: cloncon@brannenlaw.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
$4,650,400, and total debts of $4,317,813.

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

              http://bankrupt.com/misc/gasb09-42272.pdf

The petition was signed by Don E. Reinke, manager of the Company.


ROBERT STRANGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Robert F. Strange, Jr.
        5531 Cedar Creek Drive
        Houston, TX 77056-2307

Bankruptcy Case No.: 09-37417

Chapter 11 Petition Date: October 5, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@aol.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
$2,395,042, and total debts of $4,237,344.

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

The petition was signed by Robert F. Strange, Jr.


RPP CONSTRUCTORS LLC: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: RPP Constructors, LLC
        24165 I. H. 10 West, Suite 217-408
        San Antonio, TX 78257

Bankruptcy Case No.: 09-53918

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  Email: dwgreer@sbcglobal.net

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

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

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

              http://bankrupt.com/misc/txwb09-53918.pdf

The petition was signed by Mauro T. Padilla III, managing member
of the Company.


SAN BERNARDINO DESIGN CENTER: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: San Bernardino Design Center, Ltd.
        PO Box 203158
        Austin, TX 78720-3158

Bankruptcy Case No.: 09-12820

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393
                  Email: frank@franklyon.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Candice Sullivan.


SCOTT PAGE MURRAY: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Scott Page Murray
        PO Box 2572
        Surf City, NC 28445

Bankruptcy Case No.: 09-08645

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

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

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

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

             http://bankrupt.com/misc/nceb09-08645.pdf

The petition was signed by Mr. Murray.


SEA LAUNCH: Settles with XM on Satellite Launch Contract Spat
-------------------------------------------------------------
According to Law 360, bankrupt commercial satellite launcher Sea
Launch LP and XM Satellite Radio Holdings Inc. have agreed to
forgo a contract under which Sea Launch was supposed to launch an
XM Radio satellite in exchange for a $16.75 million XM Radio
unsecured claim on Sea Launch's estate.

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.


SEASONS PARTNERS: Selects DeConcini as Restructuring Counsel
------------------------------------------------------------
Seasons Partners LLC asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ DeConcini McDonald
Yetwin Lacy PC as its restructuring counsel.

The firm has agreed to:

   a) facilitate the Debtor's continued operations while it works
      to stabilize occupancy;

   b) negotiate with potential purchasers and lenders, and
      existing creditors, contracting parties, and other to
      position the Debtor for reorganization;

   c) resolve by negotiation and litigation disputed claims;

   d) work with experts and other professionals whose work and
      analyses are necessary for the success of the Debtors'
      reorganization;

   e) prepare and negotiate the Debtor's plan and disclosure
      statement; and

   f) perform or oversee numerous other tasks needed for the
      Debtor to successfully reorganize.

The firm's hourly rates of professionals and paraprofessionals:

      Nancy J. March, Esq.     $295
      Michael R. Urman, Esq.   $295
      Heather K. Gaines, Esq.  $265
      John C. Barret, Esq.     $200

      Paraprofessionals        $60-$130

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Headquartered in Tucson, Arizona, Seasons Partners LLC filed for
Chapter 11 protection on September 25, 2009 (Bankr. D. Ariz. Case
No. 09-24017).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


SEMGROUP LP: Resumes Search for Chief Financial Officer
-------------------------------------------------------
SemGroup, L.P., has resumed its search for a chief financial
officer to be part of the management team once the company
completes its reorganization.  SemGroup is expected to exit
Chapter 11 in November 2009.

The Company is continuing to work with executive search firm
Russell Reynolds Associates Inc. during this process.

SemGroup will seek confirmation of its Fourth Amended Plan of
Reorganization on October 26, 2009.  Norm Szydlowski will serve as
the Company's CEO upon emergence from Chapter 11.  Terry Ronan
will continue as president and chief executive for the remainder
of the Chapter 11 reorganization.

"We have a strong group of candidates for the position of chief
financial officer and are confident we will be able to select one
shortly.  The Company remains on track to a complete a successful
reorganization in November," Mr. Szydlowski said.

Philip J. Reedy is no longer a candidate for the position.

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)


SEQUENOM INC: Faces Probe on Trisomy 21 Program Results
-------------------------------------------------------
Sequenom, Inc., said following its announcement on September 28,
2009 regarding the completion of the independent investigation by
the special committee of its board of directors, representatives
of Nasdaq and the Office of the U.S. Attorney for the Southern
District of California separately contacted the Company to inquire
about its announcement.

Sequenom said it intends to cooperate fully with Nasdaq and with
the U.S. Attorney.

"We have met with representatives of the U.S. Attorney and the
Federal Bureau of Investigation in connection with their
investigations.  In addition, members of the special committee and
its independent counsel have met with the Enforcement Staff of the
Securities and Exchange Commission in connection with its
investigation," Clarke W. Neumann, Sequenom's Vice President and
General Counsel, said.

On September 28, 2009, Sequenom announced the completion of the
independent investigation by a special committee of independent
directors related to the test data and results for the company's
noninvasive prenatal test for Trisomy 21 (Down syndrome).  The
independent counsel engaged by the special committee interviewed
over 40 witnesses and reviewed over 300,000 documents and emails.

Based on the special committee's work and recommendations, the
independent members of the company's board of directors have
concluded that as a result of the company's attempted transition
from researching potential molecular diagnostic tests to
developing and commercializing those tests, the company failed to
put in place adequate protocols and controls for the conduct of
studies in the Trisomy 21 program at the company.  Certain of the
company's employees also failed to provide adequate supervision.
In the absence of such protocols, controls and supervision, the
test data and results in the company's Trisomy 21 program included
inadequately substantiated claims, inconsistencies and errors.
Due to deficiencies in the company's disclosure controls and
procedures, in a number of instances such test data and results
were reported to the public in the company's press releases and
other public statements.

At the recommendation of the special committee, the company's
board of directors has begun implementing a number of remedial
measures, including:

    * new disclosure controls and procedures;
    * changes in the company's organizational and reporting
      structure;
    * enhanced training in ethics and scientific processes for the
      company's employees;
    * new procedures for the conduct of research and development
      and clinical studies, including increased roles and
      responsibilities for independent third parties;
    * new procedures for the storage and management of samples for
      testing; and
    * creation of a science committee of the company's board of
      directors to oversee its research and development strategy
      and activities.

The company has terminated the employment of its president and
chief executive officer, Harry Stylli, Ph.D., and its senior vice
president of research and development, Elizabeth Dragon, Ph.D.,
effective immediately.  In connection with the termination of Dr.
Stylli's employment, the company's board of directors has
requested that he resign as a director, which he is obligated to
do under the terms of his employment agreement.  The company has
obtained the resignation of its chief financial officer, Paul
Hawran, and one other officer.  The company also terminated the
employment of three other employees.  While each of these officers
and employees has denied wrongdoing, the special committee's
investigation has raised serious concerns, resulting in a loss of
confidence by the independent members of the company's board of
directors in the personnel involved.

Members of the special committee and its independent counsel will
make a presentation on the investigation to the staff of the
Securities and Exchange Commission.

Effective September 28, the company's board of directors has
appointed chairman of the board Harry F. Hixson, Jr., Ph.D.,
former president and chief operating officer of Amgen, Inc., and
director Ronald M. Lindsay, Ph.D., to serve on an interim basis as
chief executive officer and senior vice president of research and
development, respectively.  The company's board of directors has
also designated controller Justin J. File as principal financial
and accounting officer.

The company reiterates that it is no longer relying on, and the
public should no longer rely on, any of the previously announced
test data and results for the company's noninvasive prenatal test
for Trisomy 21.

At this time the company is unable to provide guidance on the
timetable for the completion of research and development or for
the potential commercialization of its Trisomy 21 test.  However,
the company continues to believe in the science underlying the
test and is continuing its research and development program for
this test.  The release of fetal material into maternal
circulation has been validated by a number of academic
laboratories and potential competitors as well as the company.
Sequenom continues to believe that this fetal material, including
nucleic acids, will provide important information about the
genetic makeup of the fetus and that this information may become
the basis for new diagnostic tests.  As a pioneer in this area,
Sequenom intends to pursue these important developments that may
have a major impact on maternal and fetal health.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

At June 30, 2009, the Company's balance sheet showed total assets
of $113.8 million, total liabilities of $26.3 million and
stockholders' equity of $87.5 million.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SEQUENOM INC: Stylli Steps Down; Hixson Assumes Interim CEO Post
----------------------------------------------------------------
Sequenom, Inc., on September 28, 2009, terminated the employment
of its president and chief executive officer, Harry Stylli, Ph.D.,
and its senior vice president of research and development,
Elizabeth Dragon, Ph.D., effective immediately.  In connection
with the termination of his employment, the board of directors has
requested that Dr. Stylli resign as a director, which he is
obligated to do under the terms of his employment agreement. On
September 25, 2009, Paul Hawran informed the Company that he is
resigning as chief financial officer effective immediately.

The board of directors has appointed Harry F. Hixson, Jr., Ph.D.,
to serve as the Company's interim chief executive officer
effective September 28, 2009.  Dr. Hixson who is 71 years old has
been the Company's chairman of the board of directors since 2003.
He also currently serves as the chairman of the board of directors
of BrainCells, Inc., a biopharmaceutical company focused on
central nervous system drug development that he co-founded, where
he was chief executive officer from September 2004 until September
2005.  Dr. Hixson served as chief executive officer of Elitra
Pharmaceuticals, Inc., a biopharmaceutical company focused on
anti-infective drug development, from February 1998 until May
2003.  He joined Amgen, Inc. in 1985 and served as president and
chief operating officer and as a member of its board of directors
from 1988 to 1991.

Prior to Amgen, Dr. Hixson held various management positions with
Abbott Laboratories, including vice president of its diagnostic
products business group and vice president of research and
development in its diagnostics division.  Dr. Hixson also is a
director of Arena Pharmaceuticals, Inc., Infinity Pharmaceuticals,
Inc., and Novabay Pharmaceuticals. Dr. Hixson received his Ph.D.
in physical biochemistry from Purdue University and his M.B.A.
from the University of Chicago.  Dr. Hixson's annual salary for
service as the Company's interim chief executive officer has been
set at $475,000.  The target level for Dr. Hixson's annual bonus
was set at 50% of his base salary although his bonus for 2009 has
been prorated and will be paid provided he continues as chief
executive officer through the end of 2009.  Dr. Hixson has been
added to the Company's change in control severance benefit plan as
a Tier I participant.  Dr. Hixson has not been granted an equity
award in connection with his appointment, but the Company
anticipates that the compensation committee of the board of
directors will meet to consider and approve an equity award no
later than the next regularly scheduled meeting of the board of
directors in October.

The board of directors has appointed Ronald M. Lindsay, Ph.D., to
serve as the Company's interim senior vice president of research
and development effective September 28, 2009.  Dr. Lindsay who is
61 years old has been a director since 2003.  He currently
operates Milestone Consulting, a biopharmaceutical consulting
firm. Dr. Lindsay served as vice president, research and
development, and chief science officer of diaDexus Inc., a
biotechnology company, from 2000 to January 2004.  From 1997
through 2000, Dr. Lindsay served in various senior management
roles with Millennium Pharmaceuticals, Inc., a biopharmaceutical
company.  From 1989 to 1997, Dr. Lindsay served in various roles
with Regeneron Pharmaceuticals Inc., of which he was a founding
scientist.  He is a director of Arqule Inc., and HistoRx Inc.  Dr.
Lindsay received his Ph.D. in biochemistry from the University of
Calgary.  Dr. Lindsay's annual salary for service as the Company's
interim senior vice president of research and development has been
set at $325,000.  The target level for Dr. Lindsay's annual bonus
was set at 25% of his base salary although his bonus for 2009 has
been prorated and will be paid provided he continues as senior
vice president of research and development through the end of
2009.  Dr. Lindsay has been added to the Company's change in
control severance benefit plan as a Tier II participant.  Dr.
Lindsay has not been granted an equity award in connection with
his appointment, but the Company anticipates that the compensation
committee will meet to consider and approve an equity award no
later than the next regularly scheduled meeting of the board of
directors in October.

The Company's board of directors has designated Justin J. File as
principal financial and accounting officer effective September 28,
2009.  Mr. File who is 39 years old has been controller since
March 2007.  He was assistant controller at Applied Micro Circuits
Corporation, a communications semiconductor company, from November
2005 until March 2007.  Mr. File was employed by Siegfried
Resources, LLC, a provider of accounting and finance professionals
on a temporary basis, from January 2005 until November 2005.  He
was controller, manager of finance and administration and
treasurer of ESI U.S. Holdings, a provider of digital simulation
software for prototyping and manufacturing processes, from July
2003 until January 2005.  Mr. File is a certified public
accountant.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

At June 30, 2009, the Company's balance sheet showed total assets
of $113.8 million, total liabilities of $26.3 million and
stockholders' equity of $87.5 million.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SMURFIT-STONE: Agrees to Allow Certain Administrative Claims
------------------------------------------------------------
Smurfit-Stone Container Corp. and its units tell the Bankruptcy
Court that they agree to the allowance of the administrative
expense claims of:

  * Keller Lumber & Loggings, Inc.;
  * Northwest Industrial Supply Co., Inc.;
  * South Paw Forest Products, Inc.;
  * Virginia Cartridge Recyclers;
  * Bocks Board Packaging;
  * ChemAction;
  * Crown Controls, Inc.;
  * Divicell, Inc.;
  * Douglas Barwick, Inc.;
  * Filtramax, Inc.;
  * Kissner Milling Co. Ltd.;
  * Kroot Corporation (Liquidity Solutions, Inc.);
  * Pallet King (2008) Ltd.;
  * Service Oil Co. Inc.;
  * Taylor-Made Labels, Inc.;
  * Wainbee Ltd.; and
  * Pentalift Equipment Corporation.

However, they contend that 73 of the administrative expense
claims should not be allowed.

The Disputed Claims include claims filed by:

  Claimants                                            Amount
  ---------                                            ------
  Colonia Oil Industries, Inc.                       $235,735

  Southern Electric Supply Co., Inc.                   89,384
  d/b/a Rexel, Inc. and Summers Group, Inc.
  d/b/a Rexel

  Special Response Corporation                         64,640

  Controlworx, Inc.                                    35,502

  All-Connect Logistical Services, Inc.                29,956

  John H. Carter Company, Inc.                         25,097

  Amwax, Inc.                                          21,224

  Inland Timber Co., Inc.                              16,203

  Bric, Ivan Janez                                     14,381

  Meyer Laboratory, Inc.                               13,562

  Schawk Canada, Inc.                                  10,013

  Great West Distribution Ltd.                          8,528

A complete list of the Disputed Claims is available for free at:

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

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Agrees to U.S. Bank Access to Indenture Funds
------------------------------------------------------------
On behalf of Smurfit-Stone Container Corp., James F. Conlan, Esq.,
at Sidley Austin LLP, in Chicago, Illinois, tells the Court that
the Debtors and U.S. Bank Trust National Association entered into
discussions regarding U.S. Bank's request to confirm that the
automatic stay is not applicable to certain indenture funds.

As a result of the discussions, the Parties agreed that U.S. Bank
will only be authorized to apply or disburse any monies or other
proceeds held as indenture funds for the payment of interest on
certain bonds and U.S. Bank's costs and expenses, including, but
not limited to fees and expenses of counsel and other
professionals.

The Parties' agreement is incorporated in a proposed order which
is available for free at http://bankrupt.com/misc/SmrfPropUSB.pdf

                        U.S. Bank's Request

Prior to discussions with the Debtors, U.S. Bank Trust National
Association, as Indenture Trustee for the Village of Hodge
Louisiana Combined Utility System Bonds, filed a request with the
Court, asking for confirmation that the automatic stay is not
applicable to certain indenture funds.

In the alternative, U.S. Bank asked that the automatic stay be
terminated to permit the use of the Indenture Funds in accordance
with the bond documents.

According to Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris
Glovsky and Popeo P.C., in Boston, Massachusetts, U.S. Bank's
request is filed against a backdrop of various defaults under the
relevant documents that relate to the Indenture Funds, including,
without limitation, a default in the payment of amounts.

Pursuant to the documents underlying the Bonds, the Indenture
Trustee has rights to apply the Indenture Funds to satisfy
amounts due and payable on account of the Bonds, Mr. Bleck
relates.  He notes that U.S. Bank files its request as a
precaution as the Indenture Funds are held in trust and are not
otherwise "property of the estate" and are not protected by the
automatic stay.

The Bonds were issued by the Village of Hodge, Louisiana, which
operates a combined water, sewerage and electric utility system
in Louisiana.  The Debtor's Hodge, Louisiana manufacturing
facility is the largest single user of these outputs and
services.

Mr. Bleck contends that U.S. Bank's request should be allowed
because the Indenture Funds are not property of the Debtors'
estate and are only held in trust.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: No Objections to Georgia-Pacific Settlement
----------------------------------------------------------
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, certifies that there are no objections or responses to
Smurfit-Stone Container Corp.'s request for approval of a
settlement with Georgia-Pacific Corrugated I LLC.

Georgia-Pacific and the Debtors previously entered into an
agreement wherein the Debtors agreed to purchase a certain parcel
of real property located at 210 Grove Street, Franklin, Norfolk
County, Massachusetts and certain personal property associated the
property for $15 million.

In connection with the Purchase Agreement, the Debtors entered
into an escrow agreement and deposited $1 million with
LandAmerica Title Insurance Company as earnest money to be
applied against the Purchase Price at closing.  However, the
Parties never closed the transaction contemplated in the Purchase
Agreement.

On January 15, 2009, Georgia-Pacific filed a complaint for breach
of contract in the Superior Court of Fulton County, Georgia
against the Debtors but the State Court Action was stayed because
of the Debtors' Chapter 11 cases.

On June 1, 2009, Georgia-Pacific instituted an adversary
proceeding by filing a complaint for breach of contract and
seeking declaratory and injunctive relief.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, tells the Court that the Parties have discussed a
resolution and, following good faith negotiations, have reached
an agreement resolving all issues relating to the Purchase
Agreement, the Escrow Funds, the State Court Action and the
Adversary Proceeding.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement and authorize them to carry out the terms,
and take all other actions necessary or desirable to implement
the Settlement Agreement's provisions.

The material terms of the Settlement Agreement are:

  * Nothing contained in the Settlement Agreement will
    constitute an admission (i) by the Debtors as to the facts
    alleged in the State Court Action or the Adversary
    Proceeding or (ii) by either the Debtors or Georgia-Pacific
    as to whether or not the Escrow Funds are property of the
    bankruptcy estate.

  * Upon the Court's approval of the Settlement Agreement, the
    Debtors and Georgia-Pacific agree that they will promptly
    provide written instructions to the Escrow Agent directing
    the disbursement of the Escrow Funds:  $700,000 of the
    Escrow Funds will be paid to Georgia-Pacific, and the
    balance of the remaining Escrow Funds, including any accrued
    interest held by the Escrow Agent, will be paid to the
    Debtors.

  * After receipt of the disbursements, the Parties agree that
    they, and their officers, directors, agents, subsidiaries,
    and affiliates, will waive and release any and all claims
    they may have against the other Parties with respect to the
    Purchase Agreement, the Settlement Agreement, the Property,
    the Escrow Agreement, and the Escrow Funds, provided that
    nothing in the Settlement Agreement is intended to waive,
    release, or otherwise settle any other claims between or
    among the Parties including, but not limited to, those
    currently pending in the Debtors' bankruptcy proceeding.

    The Debtors agree that Georgia-Pacific has the right to
    receive the Escrow Funds without holdback, set-off,
    limitation or any other impairment of Georgia Pacific's
    rights to the payment, regardless of any other claims, debts
    or liabilities between the Debtors and Georgia-Pacific,
    including, without limitation, any claims (a) arising under
    or related to Sections 502(d), 544, 547, 548, 549, and 550
    of the Bankruptcy Code and (b) any and all avoidance,
    preference, fraudulent conveyance, and similar actions under
    bankruptcy and state law.

  * Upon the Escrow Agent making the disbursements, Georgia-
    Pacific will take the appropriate actions to dismiss the
    State Court Action and the Adversary Proceeding with
    prejudice.

Mr. Conlan contends that the Settlement Agreement is the product
of extensive good faith negotiations and arm's length bargaining
among the Parties.  Accordingly, the Debtors believe that the
Settlement Agreement is within the Debtors' sound business
judgment and should, therefore, be approved.

Furthermore, the Debtors and Georgia-Pacific have a complex
business relationship and each Party is a customer of the other,
Mr. Conlan notes.  He reasons that approval of the Settlement
Agreement would allow the Debtors and Georgia-Pacific to avoid
contentious litigation which, in turn, would help preserve the
valuable relationship between the Patties.

                       About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SNOW CANYON: Wants to Hire Snell & Wilmer as General Counsel
------------------------------------------------------------
Snow Canyon Golf Partners LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Utah for authority to
employ Snell & Wilmer L.L.P. as their general bankruptcy counsel.

The firm has agreed to assist the Debtors in, among other thing:

   a) the preparation of their schedules and statement of
      financial affairs;

   b) legal aspects of compliance with the rules of the Office
      of the United States Trustee;

   c) defense of motions for relief from stay, where
      appropriate;

   d) post-petition borrowing, if appropriate, and motions
      concerning the same; and

   e) preparing motions and other pleadings concerning the
      use of cash collateral.

Papers filed with the Court did not disclose the firm's standard
hourly rates for its professionals.

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

Based in Saint George, Utah, Snow Canyon Golf Partners LLC and two
of its affiliates filed for Chapter 11 protection on September 25,
2009 (Bankr. D. Utah Lead Case No. 09-30444).  In its petition,
the Debtor listed assets between $10 million and $50 million, and
debts of less than $50,000.


SOLUTIA INC: Moody's Assigns 'B2' Rating on $300 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to a proposed
$300 million, unsecured note due 2017 of Solutia Inc.  Moody's
also affirmed Solutia's existing ratings and assigned ratings to a
shelf.  The B2 rating assigned on the proposed notes is subject to
a review by Moody's of the note documents and is also subject to
the transaction being closed in a manner and with terms that are
substantially identical to those that have been shared with
Moody's.  Moody's also raised Solutia's Speculative Grade
Liquidity rating to SGL-2 from SGL-3.  The ratings outlook is
stable.

Upgrades:

Issuer: Solutia Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Assignments:

Issuer: Solutia Inc.

  -- Senior Unsecured Regular Bond/Debenture, due 2017 Assigned a
     B2, LGD5, 73%

  -- Senior Unsecured Shelf, Assigned (P)B2

  -- Subordinate Shelf, Assigned (P)B3

  -- Preferred Stock Shelf, Assigned (P)B3

The B1 Corporate Family Rating reflects the company's high
leverage and weak, but improving, credit metrics along with the
uncertainty surrounding its environmental remediation activities.
An additional concern centers on the high proportion of Solutia's
revenue base that is concentrated in the auto related and
construction industries, 59% and 19% respectively in 2008.
Solutia's sale of its low margin commodity nylon businesses is
viewed as a credit positive.  Nineteen months after emerging from
bankruptcy, Solutia remains highly leveraged even after reducing
balance sheet debt by $700 million.  Leverage remains high,
particularly after adjusting debt for rent and pensions, which
adds roughly $120 million and $401 million, respectively.  Moody's
project coverage for fiscal year 2009 (based on Moody's adjusted
debt model), as measured by EBITDA/Interest, at about 2.0 times
while projected leverage as measured by adjusted Debt/EBITDA is
just over 5.0 times.  In Moody's projections, adjusted debt is
estimated at about $1.8 billion and pro forma adjusted debt to
book capital would be just above 70% at December 31, 2009.
Moody's note that even with fresh start accounting, tangible net
worth is a negative $775 million.

While Moody's recognizes that good progress has been made in the
elimination, classification and/or sharing of environmental, legal
and pension liabilities, there remains a level of uncertainty as
to the ultimate scope of these liabilities, particularly the
environmental liabilities.  Moody's believe that these
environmental liabilities are subject to changing governmental
policy and regulations, discovery of unknown conditions, judicial
proceedings, method and extent of remediation, existence of other
potentially responsible parties and future changes in both
measurement and remediation technologies.

Additional positive factors supporting the ratings include:

     -- strong geographic, product and operational diversity;

     -- sizeable market leadership in the markets Solutia serves;

     -- sizeable revenue base -- projected to exceed $1.5 billion
        in 2009; amd

     -- the ability to share on a 50/50 basis with Monsanto
        environmental liabilities at certain sites if the costs
        exceed $325 million.

Moody's views management's track record and actions to effectively
cut costs and to improve Solutia's business profile during the
bankruptcy period as positive factors supporting the ratings and
outlook.  Moody's also believe that the acquisition of Flexsys was
a logical and strong strategic fit for the company.  Moody's
believe that a continued focus on efficiencies and maintaining
market share is critical to succeeding in the company's highly
competitive markets, which Moody's expect may face some pricing
pressures in the face of a potentially weaker global market,
particularly in the construction and automotive markets.

The Ba1 rating recognizes that the asset-based credit facilities
are secured by a first lien on inventory and receivables and a
second lien on assets securing the term loan.  The Ba3 rating on
the term loan recognizes the high proportion of the term loan in
Solutia's capital structure and the limited security provided the
first lien on assets not securing the asset-based credit facility
and the second lien on inventories and receivables.  In Moody's
opinion the collateral package for the term loan may not
adequately cover the loan in a default scenario.  The B2 rating on
the proposed unsecured notes reflects their junior position in the
capital structure and the prospect of limited protection after the
first and second lien lenders have been provided for in a
distressed scenario.

The speculative grade liquidity SGL-2 rating is raised from SGL-3
reflecting the company's improved liquidity and Moody's
expectation of reasonable retained cash flow, in excess of
$200 million, for the fiscal year ending 2009.  The rating is
supported by Solutia's favorable debt maturity profile and
improved flexibility under the financial covenants for the
company's asset backed credit facility.  A factor limiting the SGL
rating is that the only external source of liquidity is the
revolving credit facility, although the size is $400 million the
effective borrowing base has been reduced by the sale of the nylon
business; at the same time Solutia's borrowing needs have also
been reduced.  Moody's anticipate that this facility will have
modest borrowings in 2010.  Revolver borrowings are dictated by a
borrowing base formula.

The stable outlook reflects the high leverage Moody's expect in
the next 18 months that will remain close to 5 times,
notwithstanding the company's reduction in balance sheet debt
since the end of February 2008.  Much of the cash for the debt
reduction came from equity issuance as opposed to free cash flow.
Moody's also view Solutia's recent amendments to its credit
facility where leverage covenants were relaxed as a modest
positive development.  In addition, Moody's concerns over
Solutia's prior business profile were addressed with the sale of
the low margin integrated nylon business, a sector that is under
going a fair amount of turmoil.  With the sale of this business
Solutia's remaining businesses are both higher margin and less
exposed to volatile raw material prices.  Moody's also note that a
significant percentage of EBITDA is derived from a single
reasonably stable product line, Crystex(R), that also has a high
degree of customer concentration with the bulk of EBITDA being
derived from tire manufacturers.

Solutia's stable outlook also considers the strength of its
franchise in terms of its market positions and long-lived customer
relationships.  If operating performance is weaker than
anticipated or material increases in environmental liabilities
were to occur, the outlook or rating could turn negative.  To the
extent that Solutia reduces debt faster than expected, such that
debt/EBITDA metrics improve to less than 4.0 times on a permanent
basis or if environmental liabilities were deemed to be much
improved a positive change in outlook or rating could occur.

Moody's most recent announcement concerning the ratings for
Solutia was on February 28, 2008, when Moody's assigned a B2
rating to a $400 million, unsecured bridge facility.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals.  End markets for Solutia's products include automotive,
architectural (residential and commercial), aerospace, process
manufacturing, construction, electronic/electrical, and
industrial.  Net sales for the LTM period ending June 30, 2009,
were $1.8 billion.  Solutia filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
January of 2004 and emerged from bankruptcy February 2008.


SOLUTIA INC: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on St. Louis-based Solutia Inc., including the corporate credit
rating, to 'B+' from 'B'.  The outlook is positive.

Standard & Poor's also said that it assigned a 'B' rating and a
'5' recovery rating to the company's proposed $300 million senior
unsecured notes, due 2017.  The '5' recovery rating indicates an
expectation of modest (10%-30%) recovery in the event of a payment
default.

S&P's ratings are based on preliminary terms and conditions.
Solutia will use about $200 million of proceeds from the proposed
notes to pay down part of its $1.2 billion term loan, and it will
use the balance for general corporate purposes.  Pro forma for the
transaction (including the debt paydown), as of June 30, 2009, the
company had about $1.8 billion in adjusted debt.  S&P adjust debt
to include the present value of capitalized leases, tax-adjusted
underfunded post retirement obligations, and tax-adjusted
environmental liabilities.

"The upgrade reflects S&P's expectation that Solutia will sustain
the recent improvements to its earnings, benefit from improved
demand in its end markets, and gradually improve leverage over the
next two years," explained Standard & Poor's credit analyst Paul
Kurias.  "The upgrade also recognizes the relative stability of
earnings and cash flow that Solutia's businesses have demonstrated
in the recessionary environment and the company's improved
business profile following the recent divesture of its large and
cyclical nylon 6.6 business."

S&P expects that Solutia's specialty businesses will benefit from
a global economic recovery underway and generate improved earnings
and cash flow in 2010.  S&P believes that Solutia, which generates
only 25% of revenues from domestic markets, is well positioned to
benefit from global growth in demand, especially in high-growth
markets such as Asia.  S&P's expectation for 2009 EBITDA is
$340 million-$360 million, which is consistent with the upwardly
revised guidance the company issued recently, with prospects for
further improvement in 2010.

S&P's rating factors in a continuation of the ongoing trend of
improvement in EBITDA.  The company's second-quarter 2009 EBITDA
of $102 million was a meaningful improvement over first-quarter
EBITDA of about $70 million.  In addition, Solutia recently
reported higher monthly average EBITDA for the first two months of
the third quarter of 2009 relative to the second quarter.  As a
result, S&P expects that the ratio of funds from operations to
total debt, which is currently at 6% on a last-12-month basis,
will improve to more than 12% over the next year, with prospects
for further improvement beyond that.  The ratings also factor in
management's commitment to maintain a prudent financial policy for
the current ratings, including appropriate leverage and
satisfactory liquidity.

Solutia's earnings have been relatively resilient during the
recent severe industry downturn that drove year-on-year quarterly
volumes down by 29%-36% in various business segments in the second
quarter of 2009.  Despite this meaningful decline, quarterly
EBITDA for the second quarter declined only 7% relative to the
previous year.  Bolstering the company's earnings were cost-
restructuring actions, some easing in raw material costs, and
pricing improvements that reflected Solutia's favorable market
position in specialty businesses.  Quarterly operating margins
(before depreciation and amortization) increased in the second
quarter of 2009 to 25% from about 11% in second-quarter 2008
(including nylon).

"The positive outlook reflects S&P's expectation that the
sequential improvement in earnings that Solutia reported in the
first two months of the third quarter, and demonstrated in the
second quarter of 2009, will continue," Mr. Kurias added.
Although S&P's ratings factor in a gradual improvement in credit
metrics, including leverage ratios, the outlook recognizes the
potential that the improvement could support higher ratings.  This
could happen if Solutia's end markets recover faster than
anticipated, resulting in prospects for meaningful improvements in
2010 EBITDA over the expected 2009 levels of $340 million-
$360 million, and if the company maintains or lowers its current
debt levels.  S&P's outlook does not factor in meaningful
acquisitions.  Although S&P think it unlikely, S&P could revise
the outlook to stable or lower ratings if large debt-financed
acquisitions result in a meaningful increase in leverage so the
ratio of funds from operations remains at less than 10% instead of
the steady improvement to 12%-20% as S&P expects at the current
rating.


SOUTHEAST PLUMBING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southeast Plumbing & Electrical, LLC
        2410 Vail Drive
        P.O. Box 640
        Denham Springs, LA 70727

Bankruptcy Case No.: 09-11552

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  Steffes, Vingiello & McKenzie, LLC.
                  13702 Corsey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: avingiello@steffeslaw.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/lamb09-11552.pdf

The petition was signed by Jeff Meades, designated member of the
Company.


SPANSION INC: Discloses Terms of 3-Year Operating Plan
------------------------------------------------------
During the course of negotiations by Spansion Inc. and its units
with certain of their creditors under the Chapter 11 Cases,
relates Spansion Inc. Executive Vice President and chief Financial
Officer Randy Furr, the Debtors furnished to certain creditors
information with respect to the Debtors' three-year operating plan
-- the Operating Plan Base Case -- including certain financial
projections.

Mr. Furr informs the Securities and Exchange Commission that
following dissemination of the Operating Plan Base Case,
representatives of the Debtors had meetings with a committee of
the Company's unsecured creditors and certain holders of the
Company's Senior Secured Floating Rate Notes due 2013.

Advisors to the Creditors' Committee and the FRN Consortium
requested more information from the Company's management on the
potential risks that the Debtors would not be able to perform
consistent with the Operating Plan Base Case, and, in those
circumstances, quantification of the potential downsides to the
Debtors' financial forecast for fiscal year 2010 included in the
Operating Plan Base Case, Mr. Furr says.

The Company thereafter considered the extent to which certain
issues could result in potential downside risks to the Company's
ability to perform consistent with the Operating Plan Base Case
and created an alternate scenario -- the Contingency Case.

As background, Mr. Furr says, the Debtors have considerable sales
and operating presence in Japan, through the Company's
subsidiary, Spansion Japan Limited.  Spansion Japan is a key
element in the distribution channel for the Debtors' sales of
products in Japan which currently represents a material portion
of the Debtors' revenues.  Spansion Japan also manufactures and
tests a significant portion of the Debtor's silicon wafers.

As previously disclosed, Spansion Japan entered into a proceeding
under the Corporate Reorganization Law (Kaisha Kosei Ho) in Japan
on February 9, 2009, and is proceeding on its own course of
reorganization under the jurisdiction of the Japanese court.
Spansion Japan's creditors have been seeking the Debtors' support
for their recoveries from Spansion Japan in the Spansion Japan
Proceeding.  While it would be costly for the Debtors to support
Spansion Japan's reorganization, the Debtors are concerned that
lack of support could generate ill-will in Japan and in
particular negatively impact the Company's sales in Japan, Mr.
Furr says.  Moreover, the Debtors are concerned that their supply
of silicon wafers from Spansion Japan could be interrupted if
Spansion Japan has difficulty in emerging or is unable to
successfully emerge from the Spansion Japan Proceeding.  As a
result of the range of possible outcomes associated with the
Spansion Japan Proceeding, Spansion Inc.'s management has
developed a wide range for the potential effects of those
outcomes on the Operating Plan Base Case's projected 2010 EBITDA,
and has established $29 million as its best point estimate.

As a result of the Chapter 11 Cases, Spansion Inc. believes that
certain customers have sought second sources for the products
they purchase from the Debtors, and some of the Company's
competitors have increased efforts to displace the Debtors in
customer relationships.

The Debtors believe that the largest single impact from
bankruptcy-related market share loss relates to its gaming
business in Japan, says Mr. Furr.  Various gaming machines are
built using significant quantities of NOR Flash memory chips.
Certain competitors have recently gained market share versus the
Debtors with customers that design and manufacture gaming
machines in Japan.  The Debtors believe that this market share
loss could result in a $29 million impact on the Operating Plan
Base Case's projected 2010 EBITDA -- in addition to the estimated
potential $29 million EBITDA shortfall associated with the
Spansion Japan Proceeding-- although management is continuing to
take remedial actions to mitigate this potential impact.

"Similar bankruptcy-related effects across a range of the
Debtors' other product areas could also negatively affect the
Operating Plan Base Case's projected 2010 EBITDA by as much as an
additional $15 million," explains Mr. Furr.  "Management is also
working to ameliorate these potential effects."

In addition, Mr. Furr continues, the Company's management has
identified other competitive issues and product delays that could
have additional adverse impacts on the Operating Plan Base Case's
projected 2010 EBITDA.  Consequently, the aggregate potential
negative impact to the Operating Plan Base Case's projected 2010
EBITDA that management identified and other potential risks is
estimated to be $88 million -- $58 million of which is
attributable to the Spansion Japan Proceeding and gaming.
Management remains committed to achieving the Operating Plan Base
Case and has initiatives in place to address each of these
potential downside contingencies and is hopeful that these
initiatives can significantly mitigate their overall effect, Mr.
Furr maintains.

A chart showing the Operating Plan Base Case for fiscal year
2010, reduced by the downside contingencies reflected in the
Contingency Case reveals:

                                           Year Ended
                                           December 31, 2010
  Contingency Case                         (dollars in millions)
  ----------------                         ---------------------
Base Case - Revenue                                     $1,208
Contingency                                               (160)
                                                      --------
Contingency Case - Revenue                               1,048

Base Case - Gross margin                                  $399
Contingency                                                (90)
                                                      --------
Contingency Case - Gross margin                            309

Base Case - Operating income                              $165
Contingency                                                (88)
                                                      --------
Contingency Case - Operating income                         77

Base Case - EBITDA                                        $290
Contingency                                                (88)
                                                      --------
Contingency Case - EBITDA                                  202

"Management believes that these downside contingencies could
continue to negatively affect results of operations in subsequent
years but that the degree of impact will decline over time,"
explains Mr. Furr.

In addition, as part of the discussions with the Creditors'
Committee and the FRN Consortium, the Company provided
projections for results of operations for the second quarters of
fiscal 2009: revenue of $377 million, gross margin of $88 million
and operating income of $15 million and also provided projections
for results of operations for the second quarter of fiscal 2010:
revenue of $295 million, gross margin of $91 million and
operating income $33 million.  The Company also disclosed that as
of the end of August 2009, it had consolidated cash balances
(excluding Spansion Japan) of approximately $240 million.

The Operating Plan Base Case, the Contingency Case and the Q2
Projections, including the financial projections contained
therein, were not prepared with a view to public disclosure or
compliance with published guidelines of the Securities and
Exchange Commission or the American Institute of Certified Public
Accountants regarding prospective financial information, notes
Mr. Furr.  In addition, the Operating Plan Base Case, the
Contingency Case and the Q2 Projections were not prepared with
the assistance of or reviewed, compiled or examined by the
Company's independent auditors.  Rather, the Company is providing
this information pursuant to terms of non-disclosure agreements
with certain FRN Consortium members, he says.

The Operating Plan Base Case, the Contingency Case and the Q2
Projections reflect numerous assumptions, all made by the
Company's management, with respect to industry performance,
general business, economic, market and financial conditions and
other matters, all of which are difficult to predict and many of
which are beyond the Company's control, Mr. Furr relates.  The
base assumptions and the projections in the Operating Plan Base
Case, the Contingency Case and the Q2 Projections, based on
management's projections at the time of preparation, are not
facts.  Accordingly, there can be no assurance that the
assumptions made in preparing the projections set forth in the
Operating Plan Base Case, the Contingency Case or the Q2
Projections will prove accurate, and actual results could be
materially greater or less than those contained in the Operating
Plan Base Case, the Contingency Case or the Q2 Projections,
including the Company's results for its second fiscal quarter
ended June 28, 2009, he says.

According to Mr. Furr, various factors could cause the Company's
actual results to differ materially from the financial
projections in the Operating Plan Base Case, the Contingency Case
or the Q2 Projections, including those discussed in the section
entitled "Risk Factors: in the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 2008, filed with the
SEC on May 13, 2009, and the Company's ability to:

  * narrow its strategic focus primarily to the embedded portion
    of the Flash memory market, focusing on major application
    segments including portions of the Company's previous
    wireless business, in an effective and timely manner;

  * improve its gross margins and to continue to implement
    successfully its cost reduction efforts;

  * control its operating expenses, particularly its sales,
    general and administrative costs;

  * obtain materials in support of its business at terms
    favorable to the Company;

  * retain and expand its customer base in its focus markets,
    and retain and grow its share of business within its
    customer base;

  * successfully introduce its next generation products to
    market in a timely manner;

  * effectively and timely achieve volume production of its next
    generation products;

  * penetrate further the integrated category of the Flash
    memory market with its high density products and expand the
    number of customers in emerging markets;

  * successfully develop and transition to the latest
    technologies, introduce new products based on new or
    innovative architectures and achieve customer acceptance of
    new products;

  * develop systems-level solutions that provide value to
    customers of its products; and

  * negotiate successfully patent and other intellectual
    property licenses and patent cross-licenses and acquire
    additional patents.

Moreover, the instability of the global economy and tight credit
markets could continue to adversely impact the Company's business
in several respects, including adversely impacting credit quality
and insolvency risk of the Company and its customers and business
partners, including suppliers and distributors, as well as
reductions and deferrals of demand for the Company's products,
Mr. Furr says.

According to Mr. Furr's disclosure, these risks and uncertainties
relating to the Chapter 11 Cases may cause the Company's actual
results to differ materially from the projections in the
Operating Plan Base Case, the Contingency Case and the Q2
Projections:

  * the Company's ability to depend on Spansion Japan for wafer
    production and distribution of products in Japan, due to
    actions taken by either (i) Spansion Japan -- at the
    direction of the Spansion Japan trustee or pursuant to
    orders of the Japanese court in the Spansion Japan
    Proceeding or otherwise, or (ii) the Company or Spansion LLC
    pursuant to the orders of the Bankruptcy Court or
    otherwise;

  * the Company's ability to transfer wafer production capacity
    to another location or to a third party foundry, or to find
    alternative methods of distributing and selling its
    products, in the event that Spansion Japan is not successful
    in, or has difficulties in reorganizing;

  * any other actions or orders taken by the Bankruptcy Court
    that may impact the Company's operations;

  * any negative impacts on the Company's business, results of
    operations, financial position or cash management
    arrangements;

  * the inability to freely deploy cash resources throughout the
    Company's various geographical locations as all or part of
    the total worldwide cash may not be available in either the
    United States or for working capital as a result of
    limitations inherent in the Chapter 11 proceedings in the
    United States or Spansion Japan's corporate reorganization
    proceeding in Japan or as a result of various restrictions
    in certain geographies;

  * the negative impact on relationships with employees,
    customers, suppliers and contract manufacturers and other
    stakeholders;

  * the failure of the Company to obtain the Bankruptcy Court
    orders substantially on the terms applied for;

  * the adequacy of the Company's cash on hand to fund its
    ongoing operations; and

  * the failure of the Company to obtain the requisite approvals
    of affected creditors or the courts for any plan or
    reorganization, or to successfully implement such a plan or
    obtain sufficient exit financing, if required, within the
    time granted by any court, leading to the likely liquidation
    of the Company's assets.

Mr. Furr points out that the Operating Plan Base Case, the
Contingency Case and the Q2 Projections should not be regarded as
an indication that the Company or any of its representatives,
officers or directors, consider such information to be an
accurate assessment of prior results or accurate prediction of
future events or necessarily achievable.  In light of the
uncertainties inherent in forward-looking information of any
kind, the Company cautions against undue reliance on these
information, he says.

The Company does not intend to update or revise the Operating
Plan Base Case, the Contingency Case, the Q2 Projections or any
information contained therein to reflect circumstances existing
after the date when prepared or to reflect the occurrence of
future events, unless required by law, Mr. Furr adds.

                       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: Fee Auditor Recommends $1.5MM for KPMG for March-May
------------------------------------------------------------------
Warren H. Smith & Associates, P.C., acting in its capacity as fee
auditor, submitted with the Court its final report regarding the
interim fee applications of Spansion Inc.'s professionals:

                                   Recommended    Recommended
Professional           Period           Fees         Expenses
------------          ---------    -----------    -----------
Gordian Group, LLC    3/01/09-
                       5/31/09        $225,000        $45,898

Duane Morris, LLP     3/01/09-
                       5/31/09         277,048         11,344

KPMG LLP              3/01/09-
                       5/31/09       1,537,091        105,443

Latham & Watkins LLP                3,206,272         79,382

Gordian's recommended fees reflects a reduction by $788.  Duane
Morris' recommended fees reflects a reduction by $3,875.  Duane
Morris' recommended expenses represents a reduction by $693.
KPMG's fees reflects a reduction by $5,425 and the firm's
recommended expenses reflects a reduction by $496.  Latham &
Watkin's fees reflects a reduction by $13,495 while its expenses
has been reduced by $10,885.

                       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: Files Draft Plan of Reorganization
------------------------------------------------
Spansion Inc., Spansion Technology LLC, Spansion LLC, Cerium
Laboratories LLC, and Spansion International, Inc., ask Judge
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware, to issue an order allowing them to file a plan of
reorganization without simultaneously filing a disclosure
statement for that Plan.

The Debtors ask the Court to establish the first business day
that is 30 days after entry of the Court's order granting their
request as their deadline to file a disclosure statement for the
Plan.

The Debtors relate that since April 2009, they have had on-going
discussions with the Official Committee of Unsecured Creditors
and the ad hoc consortium of holders of the Debtors' Senior
Secured Floating Rate Notes due 2013, the two primary creditor
constituencies in their Chapter 11 cases, concerning the
administration, business restructuring strategies, future
prospects, challenges and opportunities and various options for
the formulation of the Plan.  According to the Debtors, those
discussions have intensified and become more focused over the
past two months.  Ultimately, the Debtors note, those discussions
led to the negotiation of the business terms reflected in the
Plan.

The Debtors inform the Court that both the Ad Hoc Consortium and
the Committee support that general economic terms and
substantially support the other terms of the Plan, although they
continue to negotiate and refine certain terms.  The Debtors
maintain that they are continuing to have discussions with both
the Committee and the Ad Hoc Consortium in an effort to reach
final agreement as to the remaining terms.

The Debtors aver that even before reaching an agreement with the
Ad Hoc Consortium and the Committee, they have received inquiries
from various media outlets concerning a potential deal.  Since
that time, the Debtors note, they understand that there have been
a number of rumors and significant speculation concerning the
terms of the Plan.

In addition, the Debtors relate, they are parties to several non-
disclosure agreements with certain members of the Ad Hoc
Consortium.  Pursuant to the Non-Disclosure Agreements, these
members of the Ad Hoc Consortium have agreed not to sell or trade
their floating rate notes for a period of time, in exchange, the
Debtors have agreed to give these members certain non-public
information that they could, among other things, negotiate the
terms of the Plan.  These Non-Disclosure Agreements terminated on
September 30, 2009.  The Debtors are required to disclose
publicly any material non-public information that was provided to
these members of the Ad Hoc Consortium immediately upon
termination but in any event within one business day.  Thus,
under the Non-Disclosure Agreements, the Debtors are obligated to
disclose the material terms of the Plan.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, asserts that it is critical that the Plan be filed
immediately in order to quell the rumor mill, comply with the
Debtors' obligations under the Non-Disclosure Agreements and
ensure that all creditors and other interested parties have a
full and accurate understanding of the proposed terms of the
Plan.  According to Mr. Lastowski, while the Debtors ideally
would have a disclosure statement ready to file simultaneously
with the Plan, the preparation of the Disclosure Statement
continues to be a work in progress.

The Debtors believe that, instead of filing an incomplete
disclosure statement now that would need to be significantly
modified and supplemented, it is in the best interest of their
estates and creditors that they delay filing the Disclosure
Statement until they are in a position to file a Disclosure
Statement that is substantially complete.

"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," Mr. Kispert said, adding
that their motion is another important milestone towards
completing the company's Chapter 11 restructuring.

Spansion says it 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.

A full-text copy of the Draft Plan is available for free at:

         http://bankrupt.com/misc/Spansion_Oct1Plan.pdf

The Debtors also filed with the Court their:

(a) Secured Bond Term Sheet, a full-text copy of which is
     available for free at:

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

(b) Convertible Note Term Sheet, a full-text copy of which is
     available for free at:

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

               Spansion's Draft Chapter 11 Plan

The Debtors' Draft Joint Plan of Reorganization dated October 1,
2009, provides for the resolution of the outstanding Claims
against and Interests filed against the Debtors.

The Draft Plan provides for the terms of the Debtors' emergence
from the Chapter 11 Cases, and provides for the receipt by the
holders of the FRNs of $100 million in cash plus accrued and
unpaid postpetition interest, shares of common stock of the
Company representing approximately 14.5% of the Company's
outstanding common stock, $250 million aggregate principal amount
of 4.75% convertible senior secured notes due 2016 and
$225 million aggregate principal amount of 10.75% senior secured
notes due 2014, and provides for the receipt by the holders of
unsecured claims of an aggregate of shares of common stock of the
Company representing approximately 85.5% of the Company's
outstanding common stock.  An additional pool of shares of common
stock will be reserved for issuance under an employee equity
incentive plan.

       Classification and Treatment of Claims and Interest

Under the Plan, all claims against the Debtors, other than
Administrative Expense Claims, Professional Claims, Priority Tax
Claims and Trust Fund Claims, are classified into 13 classes:

                                                       Entitled
Class  Designation                      Impairment     To Vote
-----  -----------                      ----------     --------
  1    Secured Credit Facility Claims   Impaired         Yes
  2    UBS Credit Facility Claims       Unimpaired       No
  3    FRN Claims                       Impaired         Yes
  4    Other Secured Claims             Unimpaired       No
  5    General Unsecured Claims         Impaired         Yes
  6    Convenience Class Claims         Unimpaired       No
  7    Non-compensatory Damages Claims  Impaired         No
  8    Interdebtor Claims               Impaired         No
  9    Old Spansion Interest            Impaired         No
10    Other Old Equity                 Unimpaired       No
11    Other Old Equity Rights          Impaired         No
12    Securities Claims                Impaired         No
13    Non-Debtor Intercompany Claims   Impaired or
                                        Unimpaired       No

Classes 2, 4, 6, and 10 are deemed to accept the Plan and are not
entitled to vote to accept or reject the Plan.

Classes 8, 9, 11, 12, and 13 will receive no distribution under
the Plan, and are deemed to have rejected the Plan. Consequently,
Holders of Claims in these Classes may not vote on the Plan.

Classes 1, 3, and 5 are Impaired and are entitled to vote on the
Plan.

According to the Plan, all rights of the Debtors to receive
additional loan advances or further credit under the Secured
Credit Facility will be cancelled as of the Effective Date.
Claims held by the Holders of Class 1 Claims based on any
contingent or other obligations will be extinguished.  Prior to
the commencement of the Confirmation Hearing, the Debtors will
enter into documentation with the Holder of the Class 1 Claims
reflecting the post-Effective Date relationship between the
parties, which treatment and documentation will be satisfactory
to the Ad Hoc Consortium and the Creditors' Committee. The
obligations of the Reorganized Debtors on account of the Allowed
Class 1 Claims will be secured by the Class 1 Collateral.

The legal, equitable and contractual rights of the Holders of
Allowed Class 2 Claims are unaltered by the Plan and the UBS
Credit Facility will remain in place and be secured by the same
collateral that secured the facility immediately prior to the
Petition Date.

FRN Claims are deemed Allowed by the Plan in the aggregate
amount of $625 million of principal, plus accrued and unpaid --
as of the Effective Date -- interest and reasonable professional
fees.  Subject to a right of election, each Holder of an Allowed
Class 3 Claim is entitled to receive as of the Effective Date in
full and final satisfaction and discharge of and in exchange for
each Allowed Class 3 Claim, the Holder's Pro Rata share of (a)
Cash in the amount of $100 million plus the amount of all accrued
and unpaid interest accruing from the Petition Date to the
Effective Date, (b) $225 million of New Senior Notes,
(c) $250 million of New Convertible Notes; and (d) 6,703,933
shares of New Spansion Common Stock.  In the event the
Confirmation of the Plan occurs and the Plan becomes effective,
for purposes of Distributions under the Plan, the Holders of
Allowed Class 3 Claims will not be entitled to the benefit of the
subordination of the Exchangeable Debenture Claims to the FRN
Claims.

Each Other Secured Claim will be treated as a separate Class for
purposes of voting on the Plan and receiving Distributions -- to
be designated as Class 4A, 4B, 4C, etc.  At the option of the
Debtors, in full and final satisfaction of the Claim, (i) each
Allowed Other Secured Claim will be Reinstated, (ii) each holder
of an Allowed Other Secured Claim will receive Cash in an amount
equal to the Allowed Other Secured Claim in full and complete
satisfaction of the Allowed Other Secured Claim on the later of
the Distribution Date and the date the Other Secured Claim
becomes an Allowed Other Secured Claim, or as soon thereafter as
is practicable, or (iii) each holder of an Allowed Other Secured
Claim will receive the collateral securing its Allowed Other
Secured Claim in full and complete satisfaction of the Allowed
Other Secured Claim on the later of the Distribution Date and the
date the Other Secured Claim becomes an Allowed Other Secured
Claim, or as soon thereafter as is practicable.  The Debtors and
any Holder of an Allowed Other Secured Claim may also agree to
any alternate treatment for the Other Secured Claim, provided
that the treatment will not provide a Distribution to the Holder
having a present value as of the Effective Date in excess of the
amount of the Holder's Allowed Other Secured Claim.  In the event
Other Secured Claims are Allowed in an amount in excess of
$1 million for any one Claim, or for more than $3 million in the
aggregate, then the consent of the Ad Hoc Consortium and
Creditors' Committee for the treatment of the Claim in excess of
$1 million or all Claims in excess of $3 million will be required
for any treatment of any Claims other than pursuant to clause
(i), (ii) or (iii).

The Senior Notes Claims -- all of which Claims are included in
Class 5 -- are deemed Allowed by the Plan in the aggregate amount
of $250 million of principal, plus accrued and unpaid interest as
of the Petition Date, for an aggregate amount of $251,133,413.
The Exchangeable Debentures Claims -- all of which Claims are
included in Class 5 -- are deemed Allowed by the Plan in the
aggregate amount of $207 million of principal, plus accrued and
unpaid interest as of the Petition Date, for an aggregate amount
of $207,998,036.  Each Holder of an Allowed Class 5 Claim will
receive a Pro Rata share of 39,546,691 shares of New Spansion
Common Stock.

Each Holder of an Allowed Class 6 Claim will receive Cash
equal to 100% of the Claim in full satisfaction of the Claim not
to exceed $2,000, which Cash will be paid by the later of (a) on
or as soon as practicable after the Effective Date, and (b)
promptly following the allowance of the Claim.

No Holder of a Class 7 Claim will receive or retain any
property of the Debtors under the Plan on account of the Claim
and all Non-Compensatory Damages Claims will be cancelled as of
the Effective Date.

Interdebtor Claim, including any Interdebtor Claims that are
Administrative Expense Claims, will, solely for purposes of
receiving Distributions, be deemed resolved as a result of a
settlement and compromise and, therefore, not entitled to any
Distribution.

On the Effective Date, all Class 9 Interests will be cancelled,
and each Holder of an Old Spansion Interest will not be entitled
to any Distribution.

Each Holder of an Allowed Class 10 Interest will be unimpaired
under the Plan, and all of the legal, equitable, and contractual
rights to which the Class 10 Interests entitle the Holder in
respect of the Class 10 Interests will be fully Reinstated and
retained on and after the Effective Date.

On the Effective Date, all Other Old Equity Rights and any
Interests or Claims arising from or relating to Other Old Equity
Right will be cancelled, and each holder of a Class 11 Claim or
Interest will not be entitled to any Distribution.

All Holders of any Class 12 Claim will not receive or retain any
property of the Debtors under the Plan on account of the Claim
and all Securities Claims will be cancelled as of the Effective
Date.

The treatment of each Allowed Class 13 Claim will be disclosed
prior to the commencement of the hearing for approval of the
Debtors' Disclosure Statement, notes Mr. Lastowski.  Each Allowed
Class 13 Claim will be treated in one of these ways, subject to
the consent of the Ad Hoc Consortium and Creditors' Committee:

  (a) the Holder of the Class 13 Claim will not receive or
      retain any property of the Debtors under the Plan on
      account of the Claim and the Non-Debtor Intercompany Claim
      will be cancelled as of the Effective Date, or

  (b) the Class 13 Claim will be left Unimpaired pursuant to the
      Plan.

For each Allowed Class 13 Claim that is treated under option (a),
the Class 13 Claim will receive no Distribution under the Plan.
Holders of these Allowed Class 13 Claims will be conclusively
deemed to have rejected the Plan and, therefore, are not entitled
to vote to accept or reject the Plan.  For each Allowed Class 13
Claims that is treated under option (b), the Class 13 Claim is
Unimpaired and the Holder of Allowed Class 13 Claim is
conclusively deemed to have accepted the Plan. Therefore under
option (b), Holders of the Allowed Class 13 Claims are not
entitled to vote to accept or reject this Plan.

               Treatment of Unclassified Claims

Pursuant to Section 1123(a)(1) of the Bankruptcy Code,
Administrative Expense Claims and Priority Tax Claims against the
Debtors are not classified for purposes of voting on, or
receiving distributions under the Plan.  Holders of those Claims
are not entitled to vote on the Plan.

The Reorganized Debtors will pay to each Holder of an Allowed
Administrative Expense Claim, Cash equal to the Allowed
amount of the Administrative Expense Claim on the Effective Date
or as soon as practicable, unless the Holder and Reorganized
Debtors agree in writing to other treatment of the Claim.

Effective October 1, 2009, the Debtors will not pay any
Administrative Expense Claim in excess of $100,000 other than any
Administrative Expense Claims for Professional Compensation,
liabilities incurred by any of the Debtors in the ordinary course
of the conduct of its business, the Ad Hoc Consortium's
professionals, compensation or expenses to the Indenture Trustee
or Indenture Trustee's professionals, without the prior consent
of the Ad Hoc Consortium and the Official Committee of Unsecured
Creditors.

          Treatment of Executory Contracts and Leases

On or before the date that is the fifth day before the Voting
Deadline, the Debtors will file a Contract/Lease Schedule.  The
monetary cure amounts owed under each executory contract and
unexpired lease to be assumed pursuant to the Plan will be
satisfied pursuant to Section 365(b)(1) of the Bankruptcy Code.

Prior to the payment of any monetary cure amounts under the
executory contracts or unexpired leases to be assumed that
exceed:

   (i) $750,000 for any individual executory contract or
       unexpired lease; or

  (ii) $3,000,000 in the aggregate for all executory contracts
       and unexpired leases,

the Debtors must obtain the prior consents of the Ad Hoc
Consortium and the Committee.

All executory contracts or unexpired leases of the Reorganized
Debtors not set forth on the Contract/Lease Schedule that were
not previously rejected will be deemed rejected as of the
Effective Date pursuant to Sections 365 and 1123 of the
Bankruptcy Code.

                Means for Implementation of Plan

After the Effective Date, each Reorganized Debtors will continue
to exist in accordance with the law in the jurisdiction in which
it is incorporated or organized and pursuant to its certificate
of incorporation and bylaws or other applicable organizational
documents in effect prior to the Effective Date, except to the
extent those certificate of incorporation and bylaws or other
organizational documents are amended or restated under the Plan
and as provided in the New Governing Documents.

On and after the Effective Date, all assets of the estates,
including all claims, rights and causes of action and any assets
acquired by any Debtor or Reorganized Debtor under or in
connection with the Plan, will vest in the Reorganized Debtors
free and clear of all claims, liens, charges, other encumbrances
and interests.

There are certain Non-Debtor Affiliates of the Debtors that are
not Debtors in the Chapter 11 cases.  The continued existence,
operation and ownership of those Non-Debtor Affiliates are a
material component of the Debtors' businesses.  All of the
interest and other property interest in the Non-Debtor Affiliates
held by any Debtor on the Petition Date will vest in the
applicable Reorganized Debtor or its successor on the Effective
Date free and clear of all claims, liens, charges, other
encumbrances, and interest.

All cash necessary for the Debtors or Reorganized Debtors to make
payments required by the Plan will be obtained from existing cash
balances, the operations of the Debtors or Reorganized Debtors,
the Exit Financing Facility, and other cash available.

          Corporate Governance of Reorganized Debtors

The New Governing Documents of each of the Reorganized Debtors
will be adopted as may be required in order to be consistent with
the provisions of the Plan and the Bankruptcy Code.  The New
Governing Documents of the Reorganized Debtors will, among other
things:

  (a) authorize the issuance of New Spansion Common Stock in
      amounts not less than the amounts necessary to permit the
      distributions required or contemplated by the Plan; and

  (b) provide, pursuant to Section 1123(a)(6) of the Bankruptcy
      Code, for:

         (i) a provision prohibiting the issuance of non-voting
             equity securities; and

        (ii) to the extent necessary, a provision setting forth
             an appropriate distribution of voting power among
             classes of equity securities possessing voting
             power, including, in the case of any class of
             equity securities having a preference over another
             class of equity securities with respect to
             dividends, adequate provisions for the election of
             directors representing that preferred class in the
             event of default in the payment of those dividends.

The initial board of directors of Reorganized Spansion Inc. will
consist of nine persons.  The Ad Hoc Consortium will be entitled
to designate three directors, the Committee will be entitled to
designate four members, and the Ad Hoc Consortium and the
Committee, together, will be permitted to jointly designate the
remaining two directors, one of which will be the chief executive
officer of the Reorganized Debtors.  The identity of the Persons
selected for the Initial Board will be included in the Plan
Supplement.  The Initial Board will choose the members of the
Boards of Directors of each of the other Reorganized Debtors on
the Effective Date or as soon as practicable thereafter.

             Effect of Plan on Claims and Interests

On the Effective Date, each Reorganized Debtors will be deemed
discharged and released from all claims and interests, including
demands, liabilities, claims and interests that arose before the
Effective Date and all debts of the kind specified in Sections
502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not:

  (A) a proof of claim or proof of interest based on that debt
      or interest is filed or deemed filed pursuant to Section
      501 of the Bankruptcy Code;

  (B) a claim or interest based on that debt or interest is
      allowed pursuant to Section 502 of the Bankruptcy Code;

  (C) the Holder of a claim or interest based on that debt or
      interest has accepted the Plan; or

  (D) that claim is listed in the Schedules of Assets and
      Liabilities.

All entities will be precluded from asserting against the
Reorganized Debtor, its successors, or its assets any other or
further claims or interests based upon any act or omission,
transaction or other activity of any kind or nature that occurred
prior to the Effective Date.

                    Employee Incentive Plan

Reorganized Spansion Inc. will reserve 9,714,291 shares of New
Spansion Common Stock for issuance under an equity incentive plan
for employees, management and the directors of Reorganized
Spansion Inc. and the other Reorganized Debtors, provided,
however, that grants of no more than 3,749,375 shares of New
Spansion Common Stock may be issued for an exercise, conversion
or purchase price below (i) in the 90 days following the
effective date, the greater of (A) the value per share of New
Spansion Common Stock issued under the Plan or (B) the fair
market value per share of New Spansion Common Stock at the
time of issuance and (ii) thereafter, the fair market value per
share of New Spansion Common Stock at the time of grant.  The
exact terms of and distribution under the equity incentive plan
will be determined by Reorganized Spansion Inc.'s Initial Board
within 90 days after the effective date of the Plan.

Reorganized Spansion Inc. will use good faith efforts to list the
New Spansion Common Stock on a national securities exchange or
over-the-counter trading market within 90 days of the Effective
Date.  Except as set forth in the New Senior Notes Documents and
the New Convertible Notes Documents, Reorganized Spansion Inc.
will have no liability if it is unable to list the New Spansion
Common Stock.  Entities receiving Distributions of New Spansion
Common Stock, by accepting the Distributions, will have agreed to
cooperate with the Reorganized Debtors' reasonable requests to
assist Reorganized Spansion Inc. in its efforts to list the New
Spansion Common Stock on a securities exchange or over-the-
counter trading market to the extent necessary, provided that the
cooperation will not require them to incur more than immaterial
expense.

On the Effective Date, all Old Spansion Interests and all
Other Old Equity Rights will be cancelled.

The initial Distribution to Holders of Allowed Class 5 Claims of
shares of New Spansion Common Stock will be made on the Effective
Date or as soon as practicable after that date.  Thereafter, the
Reorganized Debtors or any Disbursing Agents employed by the
Reorganized Debtors will make a supplemental Distribution to
Holders of Allowed Class 5 Claims who have previously received a
Distribution not less frequently than quarterly provided that
there are not less than 100,000 shares available for a
Distribution as of the end of the previous calendar quarter.

                      Plan Supplement

Mr. Lastowski notes that a Plan Supplement in form and substance
satisfactory to each of the Debtors, the Ad Hoc Consortium and
the Creditors' Committee, and will be filed with the Bankruptcy
Court seven days prior to the Voting Deadline.  The Plan
Supplement will contain, among other things, (a) forms of the New
Governing Documents, (b) a form of the indenture for the New
Senior Notes and the form of New Senior Note, (c) a form of the
indenture for the New Convertible Notes and the form of New
Convertible Notes, (d) a list of the Persons who will serve on
the Initial Board, (e) the Contract/Lease Schedule, (f) the
identity of the Claims Agent and (g) the proposed Confirmation
Order.

Spansion Inc. Executive Vice President and Chief Financial
Officer Randy Furr disclosed with the Securities and Exchange
Commission that although the material economic terms of the Draft
Plan of Reorganization have been agreed upon by the Debtors, the
FRN Consortium and the Creditors' Committee, there are items in
the Draft Plan of Reorganization still being finalized, and the
Company expects to file shortly a revised Plan of Reorganization
that will likely differ from the Draft Plan of Reorganization.
"The revised Plan of Reorganization will be subject to the
approval of the Bankruptcy Court and will remain subject to
ongoing revision," Mr. Furr says.

The Court will convene a hearing on October 27, 2009, at
10:00 a.m., Eastern Time, to consider the Debtors' request.
Parties have until October 20, 4:00 p.m., to file objections.

                       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: U.S. Judge Rules Samsung Violated Automatic Stay
--------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey concludes that Samsung
Electronics Co., Ltd., violated the automatic stay of Section 362
of the Bankruptcy Code by filing a suit to enforce postpetition
patent infringement claims against Spansion Inc. and its units.
Judge Carey held that the Samsung Action does not fall within the
police and regulatory powers exception to the automatic stay.
Judge Carey found that the Samsung Action should be enjoined as it
is disruptive to the Debtors' reorganization efforts and Samsung
is not entitled to relief from automatic stay because the hardship
to the Debtors' Chapter 11 Debtors and the Foreign Debtor in
litigating the patent infringement action before different
tribunals outweighs any hardship to Samsung, which already had
permission to litigate in the District Court Action.

Accordingly, Judge Carey granted the Ad Hoc Consortium of
Floating Rate Noteholders' request and stayed the Samsung Action.

Samsung Electronics Co., Ltd., filed a complaint on July 31,
2009, against Spansion International, Inc., and Dr. Reinhard
Weigl, in his capacity as business representative of the German
branch of Spansion International.  Samsung's claims in the German
Action concern alleged patent infringements arising out of the
manufacture and sale of flash memory chips.  Samsung alleges that
Spansion International's infringing conduct began on March 2,
2009, the day after the Petition Date.

The Debtors aver that they did not begin any infringing conduct
on March 2, 2009.  The Debtors maintain that they did not
introduce any new or modified products on that day or engage in
any new or different business activities from those activities
that they had engaged in prior to the Petition Date.  According
to the Debtors, their conduct that is the alleged basis for the
German Complaint predated March 2, 2009, by months.

Thus, the Debtors ask the Court to, among other things, enforce
the automatic stay against Samsung with respect to the prosecution
of the German Complaint.

                       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)


SPARTON CORP: Advised by NHB in Arranging Credit With Nat'l City
----------------------------------------------------------------
NachmanHaysBrownstein, Inc., served as financial advisor to
Sparton Corporation in arranging a revolving line of credit
facility of up to $20 million with National City Business Credit,
Inc., to support the Company's working capital needs and other
general corporate purposes.  It is secured by substantially all
assets of the Company, and has a term of three years.

"Given the restrictive credit markets of today and the company's
past performance over several years, the new financing agreement
validates Sparton's restructuring actions as further evidence of
the Company's future vitality," said Cary Wood, President & CEO of
Sparton.  "Through our rigorous turnaround activities, we have
been able to raise more than enough cash to pay down the previous
credit facility and will not have to draw down on the new line of
credit at this time," added Mr. Wood.

                   About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc. -- http://www.nhbteam.com-- is a
turnaround and crisis management firm, and has been included among
the ten or so "Outstanding Turnaround Firms" in Turnarounds &
Workouts for the past fourteen consecutive years.  NHB
demonstrates leadership in corporate renewal by creating value and
preserving capital through turnaround and crisis management,
financial advisory, investment banking and fiduciary services to
financially challenged companies throughout America, as well as
through their investors, lenders and trade creditors.  NHB focuses
on producing lasting performance improvement, and maximizing the
business' value to stakeholders by providing the leadership and
credibility required to reconcile the client's objectives,
economic reality and available alternatives to establish an
achievable goal.

NHB professionals have assisted businesses in nearly every
industry, and provides services for out-of-court turnarounds and
workouts, crisis and interim management, sale of businesses,
refinancing, recapitalization, restructuring, litigation support
and expert testimony, and -- where necessary -- bankruptcy
planning and reorganization advisory and management services.
NHB's clients have ranged from a few million dollars in sales to
nearly $2 billion, and have included both publicly held and
privately owned companies, however, most clients are middle market
businesses with sales between $25 million and $500 million.

NHB professionals consist of seasoned executives who have in-depth
experience in diverse fields including finance, operations,
engineering and systems.  Every NHB engagement is led by one of
the Principals of NHB, and NHB's practice takes its professionals
throughout North America and abroad.  NHB's referral sources
consist of the top lenders, equity and venture firms, and law
firms in the country. Headquartered in Philadelphia, NHB also
maintains offices in Dallas, Boston, Los Angeles, New York and
Wilmington, Delaware.

                          About Sparton

Sparton Corporation provides design and electronic manufacturing
services, which include a complete range of engineering, pre-
manufacturing and post-manufacturing services.  Products and
services include complete "Device Manufacturing" products for
Original Equipment Manufacturers, microprocessor-based systems,
transducers, printed circuit boards and assemblies, sensors and
electromechanical devices.  The Company also develops and
manufactures sonobuoys, anti-submarine warfare devices, used by
the U.S. Navy and other free-world countries.  The Company had
$135,719,388 in total assets and $73,424,306 in total liabilities
as of March 31, 2009.


SPRINT NEXTEL: Judge Nixes $1.9BB in Sprint Claims in DBSD Ch. 11
-----------------------------------------------------------------
Law 360 reports that a federal judge has shot down Sprint Nextel
Corp.'s bid to hold the debtors in the DBSD North America Inc.
bankruptcy jointly liable for $1.9 billion to cover reimbursements
for clearing spectrum band.

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

                           *     *     *

All three rating agencies rate Sprint's senior unsecured debt
below investment grade.  On May 1, 2008, Standard & Poor's lowered
Sprint's rating to BB.  On April 3, 2009, they changed Sprint's
outlook to negative from stable.  On December 10, 2008, Moody's
Investors Service lowered Sprint's rating to Ba2.  At the same
time, they raised Sprint's amended bank credit facility rating to
Baa2.  They rate Sprint's outlook as negative.  On February 19,
2009, Fitch Ratings lowered Sprint's rating to BB.  They rate
Sprint's outlook as negative.


STARTRANS INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: StarTrans, Inc.
        P.O. Box 580
        Holly Hill, SC 29059

Case No.: 09-07468

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Daniel J. Reynolds Jr., Esq.
            McCarthy Law Firm, LLC
            1715 Pickens St. (29201)
            PO Box 11332
            Columbia, SC 29211-1332
            Tel: (803) 771-8836
            Email: dreynolds@mccarthy-lawfirm.com

            G. William McCarthy Jr., Esq.
            1715 Pickens St. (29201)
            PO Box 11332
            Columbia, SC 29211-1332
            Tel: (803) 771-8836
            Email: bmccarthy@mccarthy-lawfirm.com

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

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

The petition was signed by Victory W. Thompson, the company's vice
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Navistar Financial Group                              $2,107,906
PO Box 96070                                          Secured
Chicago, IL 60693                                     Value:
                                                      $1,673,294

Synovus Capital Finance                               $440,221
Remittance Processing                                 Secured
PO Box 23020                                          Value:
Columbus, GA 31902                                    $1,276,900

Paccar Financial Corp                                 $373,644
PO Box 530491                                         Secured
Atlanta, GA 30353                                     Value:
                                                      $496,695

Key Equipment Finance                                 $344,729
PO Box 74737                                          Secured
Cleveland, OH 44194                                   Value:
                                                      $1,219,684

DCFS USA LLC                                          $312,429
Payment Processing Center
PO Boxx 3198
Milwaukee, WI 53201-3198

Great West Casualty Co                                $300,500
1100 West 29th Street
South Sioux City, NE 68776

Center Capital Corporation                            $299,142
PO Box 330                                            Secured
Hartford, CT 06141-0330                               Value:
                                                      $614,206

AJG Risk Management Services                          $139,600
c/o Harris Bank

Bank of the West                                      $128,167
                                                      Secured
                                                      Value:
                                                      $414,000

Great West                     Credit Card            $125,000

All Points Capital Corp                               $105,388
                                                      Secured
                                                      Value:
                                                      $467,708

Trinity                                               $82,503
                                                      Secured
                                                      Value:
                                                      $293,482

Dixon Hughes PLLC                                     $63,700

Michelin North America Inc.                           $62,924

Carolina International Trucks                         $50,803

Financial Federal Credit Inc.                         $46,157
                                                      Secured
                                                      Value:
                                                      $4,703,684

Polar Service Centers                                 $34,517

Carrier Web LLC                                       $30,302

Aflac                                                 $26,000

ZForce Transportation                                 $21,058


STRIDER INVESTMENTS II: Case Summary & 16 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Strider Investments II, LLC
        2603 Icard Ridge Road
        Granite Falls, NC 28630

Bankruptcy Case No.: 09-51438

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  Email: rmmatty@mitchellculp.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
16 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ncwb09-51438.pdf

The petition was signed by James W. Meyers, manager of the
Company.


SUMMIT BUILDERS: Selects Krigel & Krigel as Attorney
----------------------------------------------------
Summit Builders Inc. asks the U.S. Bankruptcy Court for the
Western District of Missouri for authority to employ the law firm
of Krigel & Krigel, P.C., as its attorney.

The firm has agreed to:

   a) advise the Debtor with respect to its powers and duties as
      Debtor and Debtor-in-Possession in the continued management
      and operation of its businesses;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the
      estate, including the prosecution of actions on its behalf,
      the defense of any actions commenced against the Debtor's
      estate, and objections to claims filed against the estate;

   d) prepare on behalf of Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   e) negotiate and prosecute on the Debtor's behalf all contracts
      for the sale of assets, plan of reorganization, disclosure
      statement, and all related agreements and documents, and
      take any action that is necessary for the Debtor to obtain
      confirmation of its Plan of Reorganization;

   f) appear before this Court and the United States Trustee; and
      protect the interests of the Debtor's estate before the
      Court and the U.S. Trustee; and

  g) perform all other necessary legal services and provide all
     other necessary legal advice to the Debtor in connection with
     this Chapter 11 proceeding.

The firm's professionals and their standard hourly rates:

     Sanford P. Krigel, Esq.       $275
     Erlene W. Krigel, Esq.        $200
     Carol Katzer, Esq.            $200
     Karen Rosenberg, Esq.         $175
     Robert Gaines, Esq.           $175
     Steve Braun, Esq.             $175
     Kelsey Nazar, Esq.            $175
     Dana Wilders, Esq.            $175

     Legal Assistant               $75

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Based in Lee's Summit, Missouri, Summit Builders Inc. filed for
Chapter 11 protection on September 25, 2009 (Bankr. W.D. Miss.
Case No. 09-44674).  In its petition, the Debtor listed assets
between $10 million and $50 million, and debts between $1 million
and $10 million.


SUNGARY DONUTS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sungary Donuts, Inc.
           dba Dunkin Donuts
        2302 Knapp Street
        Brooklyn, NY 11229

Bankruptcy Case No.: 09-48700

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Tim & Tab Donuts, Inc.                             09-48701

Chapter 11 Petition Date: October 2, 2009

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

Judge: Carla E. Craig

Debtor's Counsel: Mitchell J. Carlinsky, Esq.
                  Carlinsky, Dunn & Pasquariello
                  8 Duffy Avenue, 1st Floor
                  Hicksville, NY 11801
                  Tel: (516) 622-0099
                  Fax: (516) 622-9280
                  Email: cdplaw@msn.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/nyeb09-48700.pdf

The petition was signed by Manickawas Subramaniam, president of
the Company.


SYNAGRO TECHNOLOGIES: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family and
Probability of default ratings at Synagro Technologies, Inc., and
revised the ratings outlook to stable from negative.  In a related
action Moody's lowered Synagro's first lien revolver and term loan
to B3 from B2 and its second lien term loan to Caa3 from Caa2 to
reflect changes in the company's capital structure that increase
Moody's expectation for the instruments' loss given default.  The
company's rating outlook was changed to stable from negative.  The
company's Caa1 corporate family and probability of default ratings
were affirmed.

The rating affirmation and change of outlook to stable reflects
the company's recent financial performance and in particular the
improvement in its credit metrics due in part to stronger
revenues, margin expansion, and the repurchase of debt at a
discount that has occurred in recent months.  The downgrade in the
company's instrument ratings reflect the reduction in the
company's second lien debt due to repurchases which results in a
reduced level of debt cushion in the event of default.  The change
in ratings is per Moody's Loss Given Default (LGD) ratings
methodology.

The stable outlook also reflects the expectation that the
company's product offerings will allow its EBITDA to interest to
remain over 1.4 times over the intermediate term and that free
cash flow to debt should remain positive.  Additionally, Synagro's
sizable portfolio of long tenured municipal service contracts and
leading market position should support revenue and margin
stability over the near to intermediate term.  Liquidity is
adequate due in part to meaningful availability under the
company's revolving credit facility.

The outlook could be changed to positive if Synagro were to
improve the room under its financial covenants, while maintaining
meaningful borrowing capacity under the revolving credit facility.
The ratings could be upgraded if Synagro was to sustain Debt to
EBITDA below 6.5 times and EBIT to Interest was to approach 1.5
times on a sustainable basis.  The ratings could be downgraded if
Synagro were to sustain Debt to EBITDA above 8.0 times or EBIT to
Interest below 0.8 times.

The last rating action was February 5, 2009 when Moody's
downgraded the corporate family and probability of default ratings
to Caa1 from B3.  The existing first senior secured credit
facilities were downgraded to B2 from B1 and the second lien
senior secured credit facility rating was affirmed at Caa2.
Moody's also assigned a negative rating outlook.

Downgrades:

Issuer: Synagro Technologies, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to B3, LGD5,
     85% from B2, LGD5, 83%

Outlook Actions:

Issuer: Synagro Technologies, Inc.

  -- Outlook, Changed To Stable From Negative

Synagro Technologies, Inc., based in Houston, Texas, is the
largest recycler of bio-solids and other organic residuals
including water and wastewater residuals, in the U.S.


TELETOUCH COMMUNICATIONS: Unit Seeks Arbitration With AT&T
----------------------------------------------------------
Progressive Concepts, Inc., a Texas corporation and a wholly owned
subsidiary of Teletouch Communications, Inc., commenced an
arbitration proceeding against New Cingular Wireless PCS, LLC, and
AT&T Mobility Texas LLC, seeking at least $100 million in damages.

The binding arbitration was commenced to seek relief for damages
incurred when AT&T prevented the Company from selling the popular
iPhone and other "AT&T exclusive" products and services that PCI
is contractually entitled to provide to its customers.  In
addition, the Company's Initial Statement of Claim alleges, among
other things, that AT&T has violated the longstanding non-
solicitation provisions of a certain distribution agreement by and
between the companies by actively inducing customers to leave PCI
for AT&T and employing predatory business practices.  PCI is
represented in this matter by Bracewell & Giuliani, LLP.

A full-text copy of the Notice and Initial Statement of Claims is
available at no charge at http://ResearchArchives.com/t/s?4651

"AT&T has been trying to deliver a one-two punch in an attempt to
run us out of business for some time," said T. A. "Kip" Hyde, Jr.,
PCI's chief executive officer.  "The first punch came when AT&T
prevented us from selling the iPhone and other 'exclusive'
products and services.  The second punch came when AT&T began
aggressively marketing and reaching out to our customers.
However, the unique nature of our contract and strong relationship
with our customers allows us to fight this predatory Goliath.  We
tried to negotiate in good faith with AT&T, but are now forced to
fight back. We initiated this legal action not only to stand up
for our company and protect our customers, but also to make a
positive impact on the wireless industry as a whole. The anti-
competitive and predatory practices of AT&T must end."

In June 2007, Apple, Inc. (NASDAQ: AAPL) introduced the iPhone to
the North American market and named AT&T as the only authorized
carrier provider in an exclusive agreement between them that has
never been made public.  Although a distribution agreement was in
place with PCI by which the Company was entitled to sell the
iPhone and the other "exclusive" products and services, AT&T has
actively and aggressively prevented PCI from selling such products
as the iPhone, U-verseSM TV, Netbooks, bundled billing and a
variety of other products and services.  In fact, AT&T has gone so
far as to prevent PCI from providing to its customers important
wireless safety and protection services such as Family Mapping, a
family/child location service, and Smart Limits, a cellular
parental control feature.

"For more than 25 years, our various distribution agreements have
called for and require exclusivity with AT&T.  In exchange, we are
entitled to sell everything they sell.  It's that simple,"
explained Mr. Hyde.  "By preventing us from selling the iPhone and
other new products and services, AT&T has interfered with our
customer relationships and is determined to damage our business.
Plus, the required binding arbitration provides certainty to the
outcome -- they lose, they pay.  There is no appeal."

PCI's position is that the non-solicitation provision in its
primary distribution agreement has been systematically violated by
AT&T, which is specifically prohibited from targeting or inducing
existing PCI customers to switch to AT&T's billing and customer
support services.

"Many smaller AT&T agents and even some of their larger
distributors and retailers are impacted by AT&T's ruthless
tactics, and PCI is one of the few companies in a position to do
something about it," said Mr. Hyde.  "It's our duty to fight
AT&T's anti-competitive business practices -- for our customers,
for our employees, for our shareholders, and on general business
principles.  This is America.  Monopolies and unfair competition,
especially against smaller businesses, are not well-regarded
here."

        About Progressive Concepts Inc. dba Hawk Electronics

Progressive Concepts, Inc., operates retail stores known locally
as Hawk Electronics.  The company's primary business is the sale
and service of cellular services and products under its
distribution agreements with AT&T.  PCI sells cellular telephones,
cellular telephone accessories, cellular service plans, along with
proprietary warranty programs and third-party insurance plans
which it directly bills to individual consumers, businesses, and
government agencies.  PCI is a billing services operating company
which performs a variety of management services for its customers,
including accounting, collections, staffing, payroll and marketing
services.

                  About Teletouch Communications

For over 40 years, Teletouch Communications, Inc. --
http://www.teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.

As of May 31, 2009, the Company had $24,356,000 against total
liabilities of $34,807,000, resulting in shareholders' deficit of
$10,451,000.  The Company's May 31 balance sheet showed strained
liquidity with $16,899,000 in total current assets against total
liabilities of $19,704,000.


THE VUE: Forced Into Bankruptcy by Lenders
------------------------------------------
Jason Garcia at Orlando Sentinel reports that a group of banks and
other lenders have filed a petition asking a federal judge to
declare bankruptcy on the Vue at Lake Eola, claiming that they are
cumulatively owed $14.6 million.

According to Orlando Sentinel, the creditors include:

     -- Sovereign Bank,
     -- Comerica Bank,
     -- Charter One Bank N.A.,
     -- Mega International Commercial Bank Co.,
     -- Great American Insurance Co., and
     -- Great American Financial Resources.

Beth Kassab at Orlando Sentinel relates that the creditors want to
force The Vue into Chapter 7 bankruptcy.  According to the report,
The Vue's lawyer, Scott Shuker, said that the Company's principals
knew it was coming and that they don't plan to fight it, only
convert the bankruptcy from a Chapter 7 to a Chapter 11.

Citing Mr. Shuker, Orlando Sentinel says that The Vue's financial
troubles started in 2008, when sales slowed considerably and the
building's cash flow couldn't keep up with its loans.  Mr. Shuker
said that the developer owes a little more than $82 million on the
property, the report states.  Mr. Shuker, according to the report,
The Vue ran out of money to defend itself from lawsuits, which
resulted in judgments against the project that prevented it from
selling more units.

The Vue at Lake Eola is a blue-tinted condo 36-story tower in
downtown Orlando, which opened in late 2007 and has approximately
375 units.


THORNBURG MORTGAGE: Objects to Appointment of Ch. 11 Trustee
------------------------------------------------------------
Reuters reports that Thornburg Mortgage Inc.'s new management has
opposed a request by a federal official to appoint a trustee to
oversee the Company.

As reported by the TCR on September 24, 2009, the U.S. Trustee for
the District of Maryland sought the bankruptcy court's approval to
appoint a Chapter 11 bankruptcy trustee or examiner for Thornburg
Mortgage.  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 Reuters, Thornburg Mortgage said that a trustee was
unnecessary, because it had already replaced Chief Executive Larry
Goldstone and Chief Financial Officer Clarence Simmons, who both
resigned in September.  "Appointing a Chapter 11 Trustee now to do
what TMST's independent directors have already done would be
superfluous, not to mention an unnecessary and unwarranted
expenditure of time and resources," Thornburg Mortgage said in
court documents.

Reuters relates that Credit Suisse Securities LLC, the collateral
agent in the case and the committee of unsecured creditors support
the appointment of a trustee.  The committee said that the
Adfitech unit should remain under current management, Reuters
states.

The court will hold a hearing on the plea to appoint a trustee on
Wednesday, Reuters says.

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.


TLCVISION CORP: Obtains Credit Facility Waiver Until October 13
---------------------------------------------------------------
TLCVision Corporation said October 1 that it has secured from its
lenders holding a majority amount of its secured credit facility,
an extension to October 13, 2009, of the previously announced
limited waiver with respect to its credit facility that expired on
September 30, 2009, along with a forbearance with respect to
certain payment obligations under the facility.

The credit agreement, dated June 21, 2007, as amended, provides
for a $85 million term loan and a $25 million revolving credit
line.  As of September 30, 2009, the principal amount outstanding
under the credit facility was approximately $100.1 million.

The extension and forbearance agreement is contained in the
limited waiver, dated as of September 30, 2009, which, among other
things, provides a limited waiver through October 13, 2009, of
specified defaults and extends to October 14, 2009, the time for
payment of certain principal, interest and other payments
previously due, provided, however, that in the event that the
limited waiver is executed by less than 100% of the lenders, the
limited waiver provides that lenders will, until October 13, 2009,
forbear from exercising their rights arising out of the non-
payment of certain principal, interest and other payments
previously due.  The limited waiver provides that lenders holding
a majority amount of the secured credit facility may, in their
sole discretion, extend the waiver period to October 30, 2009.

The agreement also provides for the Company to negotiate in good
faith and use its best efforts to agree by October 26, 2009 to (i)
documentation for additional debt financing acceptable to lenders
representing a majority of the outstanding debt under the credit
agreement, and (ii) documentation for an overall debt and/or
equity restructuring acceptable to the credit agreement lenders
under applicable law.

A copy of the limited waiver will be included as an exhibit to a
Form 8-K to be filed promptly by the Company.

TLCVision Corporation (NASDAQ:TLCV; TSX:TLC) --
http://www.tlcv.com/and http://www.lasik.com -- is North
America's premier eye care services company, providing eye doctors
with the tools and technologies needed to deliver high-quality
patient care.  Through its centers' management, technology access
service models, extensive optometric relationships, direct to
consumer advertising and managed care contracting strength,
TLCVision maintains leading positions in Refractive, Cataract and
Eye Care markets.


TONGLI PHARMACEUTICAL: Earns $633,908 in 1st Quarter Ended June 30
------------------------------------------------------------------
Tongli Pharmaceutical (USA), Inc., reported net income of $633,908
on revenue of $2.3 million in the first quarter ended June 30,
2009, compared with net income of $504,985 on revenue of
$1.7 million in the same period of 2008.

The revenue increase was mainly attributable to the increase in
sales of the product Yufang Anti-Bacterial Mouth Wash.

At June 30, 2009, the Company's consolidated balance sheet showed
$10.5 million in total assets, $2.0 million in total liabilities,
and $8.5 million in total stockholders' equity.

Full-text copies of the Company's consolidated financial
statements for the first quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?4658

                    Going Concern Doubt

As reported in the TCR on July 21, 2009, Paritz & Company, P.A. in
Hackensack, New Jersey expressed substantial doubt about Tongli
Pharmaceuticals' ability to continue as a going concern after
auditing the financial results for the years ended March 31, 2009,
and 2008.  The auditors related that the Company has a working
capital deficit of $275,450 and had minimum cash or available
borrowing capacity as of March 31, 2009.

As of June 30, 2009, the Company's working capital has improved to
$478,656 and the operating results for the three months ended
June 30, 2009, reflect profitability.

Tongli Pharmaceuticals (USA), Inc., through a wholly owned
subsidiary, Harbin Tianmu Pharmaceuticals Co., Ltd., develops,
produces and sells a wide variety of Chinese drugs and healthcare
products in The Peoples Republic of China.  TP was formerly known
as American Tony Pharmaceutical, Inc.  The name change became
effective on October 30, 2008, and was done to better represent
the origin and ongoing business of the company.

On August 12, 2008, American Tony completed a reverse merger with
Aim Smart Corporation, a dormant public shell.  Under the terms of
the merger agreement, the former American Tony shareholders
exchanged their shares for Aim Smart shares so that, upon the
closing of the merger, the former American Tony shareholders owned
96.7% of the outstanding shares of Aim Smart.  Aim Smart changed
its name to American Tony prior to the change to TP.


TOUSA INC: Parties Agree Not to File Reorg. Plans Until October 31
------------------------------------------------------------------
TOUSA Inc. and its debtor affiliates presented to the United
States Bankruptcy Court for the Southern District of Florida a
stipulation they entered into with Citicorp North America, Inc.,
as administrative agent under the Debtors' prepetition Revolving
Credit Facility and First Lien Term Loan; the First Lien Lenders;
Wells Fargo Bank, N.A., as successor administrative agent under
the Second Lien Term Loan; the Second Lien Term Loan Lenders; and
the Official Committee of Unsecured Creditors, with respect to
the exclusive periods during which only the Debtors may file a
Chapter 11 plan and solicit acceptances of that plan.

The Debtors' Exclusive Plan Filing Period expired on July 29,
2009, while their Exclusive Solicitation Period expired on
September 27, 2009.  The Debtors, the Secured Lenders and the
Creditors Committee previously executed a stipulation, agreeing
that none of them will file a reorganization plan and vote on any
plan until after 30 days of the final outcome of the action
commenced by the Creditors Committee against the Debtors'
Prepetition Lenders, but in no event later than September 15,
2009.

The Committee Action began trial on July 13, 2009, and concluded
on August 28, 2009.  The Court, however, has not yet rendered its
decision in the Committee Action.

By their current stipulation, the Debtors, the Secured Lenders
and the Committee agree that none of them will propose a Chapter
11 plan or vote in favor of or support any Chapter 11 plan until
30 days from the earlier of:

  -- the conclusion of the trial in the Committee Action,
     including any post-trial submissions;

  -- the entry of any order or series of orders approving the
     settlement of, or disposing of, the entirety of the
     Committee Action; or

  -- a determination in the appeal of the Creditors Committee
     from Judge Olson's order dismissing the Creditors
     Committee's claims under the Revolver Credit Facility
     entered on February 25, 2009, pending before the United
     States District Court for the Southern District of Florida;

but in any event no later than October 31, 2009.

Accordingly, the Debtors ask the Court to approve the latest
Exclusivity Stipulation with the Committee and the Lenders.

Judge Olson also has yet to schedule a hearing to consider
adequacy of the Disclosure Statement accompanying the Debtors'
First Amended Joint Chapter 11 Plan.

To recall, the Creditors Committee has commenced an adversary
proceeding against the Debtors' prepetition lenders.  It claims
that Tousa's operating subsidiaries were required to guarantee and
pledge their assets for an $800 million loan that gave them no
benefit.  The Committee alleged that certain TOUSA Subsidiaries
were rendered insolvent by agreeing to guarantee the loans TOUSA
obtained and used to acquire the homebuilding assets of
Transeastern Properties, Inc, in July 2007.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: Court OKs Sale of Hicksville Property for $4.65 Mil.
----------------------------------------------------------------
Bankruptcy Judge Kevin Carey authorized Debtor Tribune NM, Inc.,
to sell the property located at Hicksville, New York, to Steel
Tribune, LLC, for $4,650,000.

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objections were filed as to their request.

The Hicksville Property is a commercial property consisting of
approximately 88,000 feet over 5.24 acres, located 30 miles from
Manhattan.  Historically, the Hicksville property housed
newspaper inserting equipment used in connection with Newsday, a
Long Island, New York-based newspaper that was formerly owned
indirectly by Tribune Company.  The Debtor began marketing the
Hicksville Property for sale in November 2006, and it has
remained on the market continuously since that time.  In mid-
2007, the inserting equipment was moved to another Newsday
facility, leaving the Hicksville Property vacant.

The Debtor initially attempted to market the Hicksville Property
on its own.  When those efforts failed to generate appropriate
offers for the Hicksville Property, in an effort to invigorate
the sale process, TNM re-listed the Hicksville Property with
prominent commercial real estate broker Cushman & Wakefield in
April 2008.  The Broker has actively and aggressively marketed
the Hicksville Property, including distributing approximately
1,000 pieces of direct mail advertising, 500 email brochures, and
500 print flyers to potential users and investors, and sending a
"broker email blast" once every three weeks.

TNM relates that it received three offers from prospective
buyers, including that of the Purchaser.  The first offer was for
$8,300,000 and was received in August 2008, but later withdrawn
due to lack of financing.  The second offer was for $9,000,000
and was also received in August 2008.  The offer was also
subsequently withdrawn due to financing issues.

Of the Purchase Price, $1,000,000 will be due in cash from the
Purchaser immediately upon the closing date for the sale of the
Hicksville Property and the balance will be financed by TNM over
a one-year term, with a balloon payment due at maturity.  The
Purchaser's obligation will be secured by a mortgage on the
Hicksville Property in favor on TNM.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on 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.
Landis Rath & Cobb LLP serves as counsel to the unsecured
creditors committee.

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)


TRIBUNE CO: Wants 3 Bonus Programs Treated as a Whole
-----------------------------------------------------
On September 28, 2009, Tribune Company and its debtor affiliates
filed a letter in answer to the question asked of them by Judge
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware at the conclusion of the September 25, 2009, hearing on
their request for the approval of the proposed 2009 Management
Incentive Plan.  The Court posed the question of whether the
Debtors seek independent rulings on each of the three components
of the Plan -- the historical Management Incentive Program, the
Transition MIP and the Key Operators Bonus -- or whether they seek
a single ruling on the entire Plan as an integrated whole.

The Debtors, in the September 28 Letter, assert that it is
critical that the MIP be judged and ruled upon as an integrated
whole, not in parts.

According to the Debtors, the MIP emanates from the Tribune
Company Incentive Compensation Plan, as implemented in 1997 and
amended and restated in 2004, which, consistent with the Debtors'
historical practices, allows for and contemplates a variety of
annual incentive compensation plan components.  The Debtors add
that the MIP was exhaustively and thoughtfully assessed and
negotiated as an integrated whole over four months with both the
Official Committee of Unsecured Creditors and the steering
committee of the Debtors' senior lenders, and was also carefully
scrutinized as a whole by the independent Compensation Committee
of Tribune Company's Board of Directors.

The Debtors maintain that the MIP cannot be viewed as a mere
collection of parts.  The three integrated Plan components also
operate together to ensure that, in aggregate, all participants
have market-median-based compensation opportunities at all
performance levels, a fact that Mercer (US) confirmed.

The Debtors assert that a decision to approve only certain
components of the MIP could do significant and lasting damage to
themselves, to the motivation and cohesiveness of their management
team, to their success and initiatives in an incredibly
challenging environment, and to the interest of their
constituencies and estates.  The Debtors note that the MIP
represents a consensus that was achieved after combined efforts to
arrive at a balanced approach reflecting the perspectives being
negotiated and compromised.

Pursuant to the Court's directive during the September 25 Hearing,
the Debtors, in a separate filing, submitted with the Court a
proposed form of order providing that they are authorized to pay
earned by unpaid 2008 MIP awards to eligible top 10 executives.
Moreover, the Proposed Order provides that the Debtors are
authorized to make payouts totaling $3.101 million in earned but
unpaid 2008 MIP awards to nine of the Top 10 executives.

The Creditors' Committee filed a separate letter expressing its
support to the Debtors' 2009 Management Incentive Plan.

                          WBNG Responds

On behalf of the Washington-Baltimore Newspaper Guild and in
response to the Debtors' letter, Christopher P. Simon, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware, points out that the
Debtors provide their answer to the Court's question in the first
sentence of the second paragraph of their September 28 Letter --
"the Debtors respectfully state that it is critical that the Plan
be judged and ruled upon as an integrated whole, not in parts."

Mr. Simon complains that beyond that response, the Debtors use
their correspondence as an inappropriate opportunity to offer
further argument.  He avers that the Court did not solicit post-
hearing submissions from the parties and thus Mr. Simon asks the
Court to strike the remainder of the Debtors' letter.

                         *     *     *

After determining that payment of the earned but unpaid 2008 MIP
awards to the eligible Top 10 executives is in the best interest
of the Debtors' estates, their creditors, and other parties-in-
interest, and after due deliberation, Judge Carey authorized the
Debtors to pay the 2008 MIP awards.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on 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.
Landis Rath & Cobb LLP serves as counsel to the unsecured
creditors committee.

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)


TRIPLE CROWN MEDIA: Delays Annual Report; Sees $17.9MM Net Loss
---------------------------------------------------------------
Triple Crown Media Inc. said it is not in a position to file its
Periodic Report on Form 10-K for the fiscal year ended June 30,
2009.

On September 14, 2009, Triple Crown Media filed a voluntary
petition for relief under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court in the District
of Delaware (Case Number 09-13181).  During its chapter 11
proceeding, the Company will not have financial or human resources
to prepare the Form 10-K, as they will be needed to meet
administrative and operating expenses and to provide substantial
information to the Court and others.  During the pendency of the
chapter 11 proceeding, the Company intends to file copies of each
of the monthly financial reports it files with the Bankruptcy
Court.

Triple Crown said operating income for the year ended June 30,
2009 (unaudited) is preliminarily estimated to be $6,294,000
compared to operating income of $1,444,000 for the year ended
June 30, 2008.  The Company currently believes that a goodwill
impairment charge for the year ended June 30, 2009 will not be
required, but incurred a goodwill impairment charge of $5,803,000
for the year ended June 30, 2008.  Net loss from continuing
operations for the year ended June 30, 2008 was $17,994,000
compared to a preliminarily estimated net loss (unaudited) of
$5,183,000 for the year ended June 30, 2009.  The decreased loss
was principally due to an anticipated lower effective tax rate and
the absence of the goodwill impairment charge and the adjustment
to the income tax valuation allowance account that were included
in the net loss for June 30, 2008.

                       About Triple Crown

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations.  The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising.  TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising.  TCM sold its GrayLink
Wireless segment on June 22, 2007.  The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007.  TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008, of approximately 131,850.  Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TROPICANA ENT: Adamar of NJ Wants $14.8MM Tax Claim Expunged
------------------------------------------------------------
Pursuant to Section 502(b) of the Bankruptcy Code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, Adamar of New Jersey,
Inc., and its affiliates ask the Court to expunge Claim No. 710,
whose claim has been asserted by the State of New Jersey, Division
of Taxation with priority status.

The New Jersey Debtors note that Claim No. 710 alleges liability
on the part of Adamar of New Jersey, Inc., for $11,800,000, but
states that an "Arbitrary Assessment Audit [is] still in
progress."  The Claim does not attach any documentation or
include any explanation as to how the amount of the alleged
liability was derived, Ilana Volkov, Esq., at Cole, Schotz,
Meisel, Forman & Loenard, P.A., in Hackensack, New Jersey, tells
the Court.

The New Jersey Debtors also contend that the Claim does not
comport with their books and records.

Accordingly, the Claim should be disallowed and expunged in its
entirety, Mr. Volkov asserts.

In a recently filed supplement to the Motion, the Debtors note
that Claim No. 710 was filed for $14,800,000.

                    NJ Tax Division Objects

On behalf of the New Jersey Tax Division, Ramanjit K. Chawla,
deputy attorney general, asks the Court to deny the Debtors'
Expungement Motion.  Among other things, Mr. Chawla contends (i)
that Rule 7001(2) of the Federal Rules of Bankruptcy Procedure
requires that any proceeding to determine the validity, priority,
or extent of a debt be brought as an adversary proceeding, and
(ii) that under Section 502(a) of the Bankruptcy Code, a proof of
claim is deemed allowed unless an objection is filed by the
debtor or another party-in-interest.  He adds that the Bankruptcy
Code contemplates a taxing authority conducting an audit during
the pendency of an ongoing bankruptcy.

The Debtors have failed to present any evidence overcoming the
prima facie validity of the New Jersey Tax Division's priority
claims for the audited periods, Mr. Chawla argues.  Instead, the
Debtors merely state that the Claim "does not attach any
documentation or include any explanation as to how the audit
amount is derived," he says.

Mr. Chawla asserts that the Debtors' request sets forth no basis
to reduce or expunge Claim No. 710.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Icahn Group Buys $52 Million in Claims
-----------------------------------------------------
The Clerk for the U.S. Bankruptcy Court for the District of
Delaware recorded the transfer of 23 claims against Tropicana
Entertainment LLC and its debtor affiliates from SPCP Group,
L.L.C., as agent for Silver Point Capital Fund, L.P., and Silver
Point Capital Offshore Fund, Ltd., to Icahn Partners L.P., Icahn
Partners Master Fund L.P., Icahn Partners Master Fund II L.P.,
and Icahn Partners Master Fund III L.P.

The Claims are Claim Nos. 1425, 1426, 1428, 1429, 1430, 1431,
1432, 1433, 1435, 1436, 1517, 1518, 1519, 1520, 1521, 1522, 1523,
1524, 1525, 1526, 1527, 1528, and 2090.

The Claims have each been asserted for $26,184,326, but only
certain amounts of each claim are transferred to each Transferee:

    Transferee                Amount of Claim Transferred
    ----------                ---------------------------
    Icahn Partners                       $9,209,303
    Icahn Master Fund                   $11,304,931
    Icahn Master Fund II                 $4,096,647
    Icahn Master Fund III                $1,573,445

                       New Jersey Debtors

The Clerk of the U.S. Bankruptcy Court for the District of New
Jersey also recorded the transfer of Claim Nos. 588 and 589 from
SPCP Group, L.L.C., as agent for Silver Point Capital Fund, L.P.,
and Silver Point Capital Offshore Fund, Ltd., to Icahn Partners
L.P., Icahn Partners Master Fund L.P., Icahn Partners Master Fund
II L.P., and Icahn Partners Master Fund III L.P.

Claim Nos. 588 and 589 are each in the amount of $26,184,326, and
have been filed against Adamar of New Jersey, Inc., and
Manchester Mall, Inc.  The Claims were transferred to the
Transferees at these amounts:

    Transferee                Amount of Claim Transferred
    ----------                ---------------------------
    Icahn Partners                       $9,209,303
    Icahn Master Fund                   $11,304,931
    Icahn Master Fund II                 $4,096,647
    Icahn Master Fund III                $1,573,445

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: LandCo Notes of Undeliverable Distributions
----------------------------------------------------------
In a notice filed with the Court, M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates
that the LandCo Debtors, the group of Tropicana entities which
own Tropicana casino property in Las Vegas, have distributed New
LandCo Securities to various holders of LandCo Credit Facility
Claims.  However, the Liquidating LandCo Debtors have been unable
to distribute New LandCo Securities to certain entities, which
have not executed and returned their copy of a Stockholders'
Agreement -- a condition precedent to the receipt of any
distribution pursuant to the LandCo Plan -- despite repeated
notification and attempts at contact by the Liquidating LandCo
Debtors.  The entities are:

  (a) CSAM Funding 1
      c/o The Bank of New York
      601 Travis Street, 17th Floor
      Houston, Texas
      Attn: Jennifer Basso

  (b) Credit Suisse Candlewood Special Situations Master Fund,
      Ltd.
      c/o CS Alternative Capital, Inc.
      Eleven Madison Avenue
      New York
      Attn: Peter Dowling

Mr. Cleary notes that pursuant to the LandCo Plan, any of the
holders of undeliverable distributions who fail to notify the
Liquidating LandCo Debtors of its valid distribution address and
to execute the Stockholders' Agreement by December 28, 2009, will
forfeit its right to a distribution of the New LandCo Securities
held for distribution on account of its LandCo Credit Facility
Claim, and that Claim will be discharged and expunged.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Noteholders to Appeal Denial of Allowance of Fees
----------------------------------------------------------------
Bankruptcy Judge Kevin Carey has denied the Application of the Ad
Hoc Consortium of senior subordinated noteholders for allowance of
administrative expenses.

Pursuant to Sections 503(b)(3)(D) and (b)(4) of the Bankruptcy
Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure,
the members of the former Ad Hoc Consortium of Senior Subordinated
Noteholders sought he allowance of fees for professional services
rendered and reimbursement of allowable expenses incurred in
connection with its motion for an appointment of a Chapter 11
trustee.

The Consortium sought the allowance of an administrative expense
claim, aggregating $2,434,474.  The professional fees amount to
$2,188,995, and expenses incurred total $245,479.

The Consortium, in prosecuting the Trustee Motion, provided a
textbook substantial contribution in these Chapter 11 cases,
David B. Stratton, Esq., in Pepper Hamilton LLP, in Wilmington,
Delaware, asserted.

The Ad Hoc Noteholders Consortium recently notified the Bankruptcy
Court of its intent to appeal, pursuant to Section 158(a)(1) of
the Judiciary and Judicial Procedures Code and Rule 8001(a) of the
Federal Rules of Bankruptcy Procedure, to the U.S. District Court
for the District of Delaware Judge Carey's ruling denying the
Consortium's Administrative Expense Application.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: OpCo Units Seek More Time for Plan Consummation
--------------------------------------------------------------
The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana, seek
to extend the deadline by which all conditions to the consummation
of the OpCo Chapter 11 Plan must be satisfied or waived through
and including January 31, 2010.

The OpCo Debtors have made significant headway in satisfying the
conditions precedent to the consummation of the confirmed OpCo
Plan, Zachary I. Shapiro, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, tells the Court.  In particular,
he points out, the OpCo Debtors are working with their counsel
and key constituents to complete the process for the registration
of the securities to be issued under the OpCo Plan, to obtain all
necessary regulatory approvals in the jurisdictions in which they
operate, and to finalize the terms of their exit facility.
Indeed, the OpCo Debtors aver that they anticipate completing
those tasks and emerging from Chapter 11 protection in the coming
months.

However, the period provided under the OpCo Plan for the
satisfaction or waiver of all conditions to Consummation of the
OpCo Plan will expire on November 1, 2009.  Despite the OpCo
Debtors' moving expeditiously to consummate the OpCo Plan, they
will not be in a position to declare the OpCo Plan effective by
the Current Effective Date Deadline, Mr. Shapiro tells the Court.

Mr. Shapiro notes that the OpCo Debtors recently negotiated and
obtained Court approval for a third amendment to their
postpetition credit facility, which will allow them to extend
maturity of the DIP Facility through January 31, 2010, if
necessary.

While the amendment of the DIP Facility gives the OpCo Debtors
the financial flexibility they need to consummate the OpCo Plan,
the looming Current Effective Date Deadline threatens to
jeopardize the OpCo Debtors' efforts to consummate the OpCo Plan,
Mr. Shapiro contends.  Under the current circumstances,
therefore, the OpCO Debtors believe it is in the best interests
of their creditors and estates to extent the Current Effective
Date Deadline through January 31, 2010.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRUDY CORPORATION: March 31 Balance Sheet Upside-Down by $1.3MM
---------------------------------------------------------------
Trudy Corporation's balance sheet at March 31, 2009, showed total
assets of $4,208,485 and total liabilities of $5,541,556,
resulting in a stockholders' deficit of $1,333,071.

For fiscal year ended June 30, 2009, the Company posted a net loss
of $1,291,602 compared with a net loss of $775,255 for the same
period in 2008.

on Sept. 30, 2009, M&K CPAS, PLLC in Houston, Texas, expressed
substantial doubt about Trudy Corporation's ability to continue as
a going concern after auditing the Company's financial statements
for the fiscal year ended March 31, 2009.  The auditor noted that
the Company suffered a net loss from operations and has a net
capital deficiency.

The Company filed with the Securities and Exchange Commission an
amendment to its annual report on Form 10-K as a result of
typographical errors in the original filing.

A full-text copy of the Company's Form 10-K/A is available for
free at http://ResearchArchives.com/t/s?4648

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?4647

Trudy Corporation (OTC:TRDY) publishes children's books, books
with read and sing-along audio tapes and compact disks, and
designs, manufactures and markets children's musical instruments,
electronics and plush stuffed animals for sale to domestic and
international retail and wholesale customers on a returnable and
non-returnable basis.  The Company's products are sold under the
trade names of Studio Mouse, Soundprints, Little Soundprints,
Music for Little People and Fetching Books.  The Company holds a
publishing license with Disney Licensed Publishing, an imprint of
Disney Children's Book Group, LLC for the territories of North
America.


UNISYS CORP: Board Approves 1-For-10 Reverse Stock Split
--------------------------------------------------------
Unisys Corporation on Tuesday said its Board of Directors has
approved a one-for-ten reverse stock split of Unisys common stock.
The Company anticipates the stock split will be effective on or
about October 26, 2009.  Unisys stockholders had authorized the
Board of Directors to approve a reverse stock split at a ratio of
between one-for-five and one-for-twenty at the company's 2009
Annual Meeting in May.

When the reverse stock split becomes effective, every 10 shares of
issued and outstanding Unisys common stock will automatically be
combined into one issued and outstanding share of common stock
without any change in the par value of the shares.  The number of
authorized shares of the company's common stock will also be
proportionately reduced from 720 million to 72 million.

No fractional shares will be issued in connection with the reverse
stock split.  Following the completion of the reverse stock split,
the company's transfer agent will aggregate all of the fractional
shares that otherwise would have been issued as a result of the
reverse stock split and sell those shares. Stockholders who would
otherwise hold a fractional share of the company's common stock
will receive a cash payment in lieu of such fractional share equal
to their pro rata share of the proceeds received by the transfer
agent from such sale.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- is a worldwide information technology
company.  It provides a portfolio of IT services, software, and
technology that solves critical problems for clients.  With more
than 27,000 employees, Unisys serves commercial organizations and
government agencies throughout the world.

As of June 30, 2009, Unisys had $2.72 billion in total assets;
$1.35 billion in total current assets, $965.2 million in total
long-term debt, $1.45 billion in long-term postretirement
liabilities, $302.2 million in other long-term liabilities;
$1.344 billion in stockholders' deficit.

As reported by the Troubled Company Reporter on August 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Unisys Corp. to 'B' from 'SD'.  S&P also raised its
rating on Unisys' unsecured notes due 2016 to 'B' from 'D'.  S&P
withdrew the rating on Unisys' unsecured notes due October 2015.
In addition, S&P revised its recovery rating on Unisys' unsecured
debt to '4' from '3', reflecting the addition of secured debt to
Unisys' capital structure.  The '4' recovery rating indicates
expectations for average (30%-50%) recovery in the event of
payment default.  The outlook is stable.


UNISYS CORP: Loses TSA's IT Infrastructure Program Contract
-----------------------------------------------------------
Unisys Corporation reports that on September 28, 2009, it was
informed that it was not selected by the U.S. Transportation
Security Administration to continue as the prime contractor on the
TSA's Information Technology Infrastructure Program contract after
the current contract expires in February 2010.  Unisys plans to
review its options.

Unisys began working for TSA shortly after the agency was
established and was instrumental in creating and managing the IT
infrastructure that enabled the TSA to meet its November 2002
deadline to become mission-ready.  Since then, Unisys has
supported TSA in its efforts to improve the protection of
passengers, cargo, people and physical assets at U.S. airports.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- is a worldwide information technology
company.  It provides a portfolio of IT services, software, and
technology that solves critical problems for clients.  With more
than 27,000 employees, Unisys serves commercial organizations and
government agencies throughout the world.

As of June 30, 2009, Unisys had $2.72 billion in total assets;
$1.35 billion in total current assets, $965.2 million in total
long-term debt, $1.45 billion in long-term postretirement
liabilities, $302.2 million in other long-term liabilities;
$1.344 billion in stockholders' deficit.

As reported by the Troubled Company Reporter on August 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Unisys Corp. to 'B' from 'SD'.  S&P also raised its
rating on Unisys' unsecured notes due 2016 to 'B' from 'D'.  S&P
withdrew the rating on Unisys' unsecured notes due October 2015.
In addition, S&P revised its recovery rating on Unisys' unsecured
debt to '4' from '3', reflecting the addition of secured debt to
Unisys' capital structure.  The '4' recovery rating indicates
expectations for average (30%-50%) recovery in the event of
payment default.  The outlook is stable.


UNITED AIRLINES: Reaches Global Settlement With LAWA
----------------------------------------------------
The Los Angeles Board of Airport Commissioners approved a Global
Settlement Agreement and Release among Los Angeles World Airports;
United Airlines, Inc.; and UMB Bank, N.A., as successor indenture
trustee; with regard to $59.3 million in outstanding principal for
bonds that were issued to finance construction at Terminals 7 and
8 at Los Angeles International Airport (LAX) in connection with
the 1984 Olympics.

Under the terms of the settlement agreement, bondholders will
receive $75 million as settlement for all of their claims, which
exceed $94 million.  The $75 million will be funded first from
$22 million that is in a disputed rent credit escrow, secondly
from the sale of 579,348 shares of United stock, and thirdly from
a LAWA payment of up to $52.7 million.  Depending upon the value
of the United stock at the time it is sold, LAWA expects to pay
approximately $49 million in this settlement.

In exchange for its payment under the settlement, United and LAWA
will amend and restate United's Terminal 7 and 8 Lease.  Under the
amended lease, United's rents will increase significantly.
Through a phased approach, the rental rates in the lease will
ultimately result in United paying full tariff maintenance and
operations charges by 2014 and will also permit LAWA to implement
a unified capital charge methodology.

The settlement is contingent upon approval of the amended lease by
both the Board and the Los Angeles City Council, as well as by the
U.S. Bankruptcy Court.

According to LAWA officials, the benefits of the settlement
agreement include the transfer of control of Terminals 7 and 8
back to LAWA and a significant financial future return to LAWA.
The settlement also supports LAWA's strategic goal of implementing
a unified capital charge for terminal facilities that will create
a more sustainable approach to financing future capital
improvements.  Finally, the negotiated amendment of United's lease
will allow LAWA to recover a higher level of its future
maintenance and operating costs without the risks and expense of
litigation.

                     About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on June 12, 2009,
Fitch Ratings has downgraded the debt ratings for UAL Corp. and
its principal operating subsidiary United Airlines, Inc.:

UAL

  -- Issuer Default Rating (IDR) to 'CCC' from 'B-'.

United

  -- IDR to 'CCC' from 'B-';

  -- Secured bank credit facility (Term Loan and Revolving Credit
     Facility) to 'B+/RR1' from 'BB-/RR1';

  -- Senior unsecured debt to 'C'/RR6 from 'CCC'/RR6.


UNIVERSAL SOLAR: June 30 Balance Sheet Upside-Down by $169,639
--------------------------------------------------------------
Universal Solar Technology, Inc., reported a net loss of $92,448
for the second quarter ended June 30, 2009, compared with a net
loss of $172,483 in the same period last year.  The Company
reported zero sales in both periods.

At June 30, 2009, the Company's consolidated balance sheet showed
$1,246,989 in total assets and $1,416,628 in total liabilities,
resulting in a $169,639 stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $545,294 in total current assets
available to pay $1,394,143 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the second quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?4662

                     Going Concern Doubt

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about Universal Solar's ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended December 31, 2008.  The auditing
firm said that the Company has sustained a loss since inception
and at December 31, 2008, the Company's current liabilities
exceeded its current assets by $506,057 and the Company has not
earned any revenues from operations since inception.

                     About Universal Solar

Based in Zhuhai City, Guangdong Province, The People's Republic of
China, Universal Solar Technology, Inc. was incorporated in the
State of Nevada on July 24, 2007.  It operates through its wholly
owned subsidiary, Kuong U Science & Technology (Group) Ltd., a
company incorporated in Macau, Special Administrative Region of
the People's Republic of China on May 10, 2007.

The Company is focusing on becoming a vertically integrated
designer, manufacturer, and distributor of silicon ingots, wafers
and high efficiency solar PV products.  Currently the Company
markets high efficiency solar PV modules and solar lighting
systems while outsourcing the current production of these products
to a related third party.


VALLEY FORGE: June 30 Balance Sheet Upside-Down by $31,531
----------------------------------------------------------
Valley Forge Composite Technologies, Inc., reported a net loss of
$607,596 on sales of $315,000 for the second quarter ended
June 30, 2009, compared with a net loss of $238,143 on sales of
$132,000 in the same period last year.

At June 30, 2009, the Company's consolidated balance sheet showed
$1,006,326 in total assets and $1,037,857 in total liabilities,
resulting in a $31,531 stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $600,936 in total current assets
available to pay $709,318 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the second quarter ended June 30, 2009, are
available for free at http://researcharchives.com/t/s?465f

                       Going Concern Doubt

Hawkins Accounting, in Los Angeles, expressed substantial doubt
about Valley Forge Composite Technologies, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for the year ended December 31, 2008.  The auditing
firm said that the Company has incurred net losses since
inception.

                  About Valley Forge Composite

Valley Forge Composite Technologies, Inc., was incorporated in
Pennsylvania on November 21, 1996, and re-domiciled as a Florida
corporation on August 7, 2007.  It changed its name to Valley
Forge Detection Systems, Inc.  Simultaneously, the business
segments of the former Pennsylvania company were split into new
Florida corporations, with VFDS' aerospace segment assigned to
Valley Forge Aerospace, Inc.; VFDS' personnel screening
technologies assigned to Valley Forge Imaging, Inc., and VFDS'
development and commercialization of potential new product lines
assigned to Valley Forge Emerging Technologies, Inc.  The Company
is the 100% shareholder of its four subsidiaries.


VERO FASHION OUTLETS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Vero Fashion Outlets, LLC
        1824 94th Drive
        Vero Beach, FL 32966

Case No.: 09-31344

Chapter 11 Petition Date: October 4, 2009

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

Judge: Erik P. Kimball

Debtor's Counsel: Charles W. Throckmorton, Esq.
            2525 Ponce De Leon Blvd, #9th Flr
            Miami, FL 33134
            Tel: (305) 377-0655
            Fax: (305) 372-1800
            Email: cwt@kttlaw.com

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

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

The petition was signed by Irwin Tauber, the company's managing
member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Akerman Senterfit                                     $50,635

Cintas Corporation                                    $343

Complete Electric, Inc.                               $500

Florida Power & Light                                 $9,714

Grainger                                              $230

Greenberg Traugrig, P.A.                              $1,908

United Health Care Insurance,                         $2,225
Co. Dept.

Indian River Chamber of Commerce                      $120

James M. Barb Construction                            $230,450

Koniver Stern Group                                   $11,558

M Berggreen Painting                                  $54,922
Decorating, Inc.

PAETEC                                                $817

Soma Creative, LLC                                    $2,100

Stephens Studio                                       $2,500

Muzak of West Palm Beach                              $396

Treasure Coast Inside Track                           $1,118

UPS                                                   $514

U.S. Security Associates, Inc.                        $787

WGF Consulting, LLC                                   $4,000

Ikon Financial Services                               $195


VISTEON CORP: $1.4M Deal Approved In Graphite Antitrust Suit
------------------------------------------------------------
Law360 reports that a bankruptcy judge has signed off on a
$1.4 million settlement in an antitrust suit brought by bankrupt
auto parts supplier Visteon Corp. against French carbon and
graphite company Le Carbone Lorraine SP, which has pled guilty to
price-fixing allegations from U.S., European and Canadian
officials.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WCI COMMUNITIES: Asks Court to Block Drywall Class Action
---------------------------------------------------------
According to Law 360, WCI Communities Inc. has filed a lawsuit
asking a bankruptcy court to stop a class action filed in state
court by homeowners who accuse associations WCI created for its
real estate developments of hiding problems with defective Chinese
drywall from potential homebuyers.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.

With WCI's emergence from bankruptcy, the Troubled Company
Reporter concludes coverage of WCI Communities until facts and
circumstances, if any, emerge that demonstrate financial or
operational strain or difficulty at a level sufficient to warrant
renewed coverage.


WEBSTER PROPERTIES LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Webster Properties, LLC
        2911 Clydedale
        Dallas, TX 75220

Bankruptcy Case No.: 09-36729

Chapter 11 Petition Date: October 5, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Susan B. Hersh, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 503-7070
                  Email: susan@susanbhershpc.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Dr. Jerry Yang, managing member of the
Company.


WILLIAM HOWE: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: William R. Howe
               Mary L. Howe
               PO Box 1779
               Arvada, CO 80001-1779

Bankruptcy Case No.: 09-30947

Chapter 11 Petition Date: October 5, 2009

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

Judge: A. Bruce Campbell

Debtors' Counsel: Harvey Sender, Esq.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  Email: Sendertrustee@sendwass.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
$2,049,250, and total debts of $1,948,319.

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

            http://bankrupt.com/misc/cob09-30947.pdf

The petition was signed by the Joint Debtors.


WIRELESS AGE: Enters Into Settlement With Receiver and Trustee
--------------------------------------------------------------
Wireless Age Communications, Inc. has entered into an agreement
with the receiver and trustee in bankruptcy  of its former
subsidiaries, Wireless Age Communications Ltd. and Wireless Source
Distribution Ltd.  Pursuant to the Settlement Agreement, Wireless
Age agreed to pay Wireless Communications and Wireless Source a
total of CAD$750,000 to settle outstanding loans totaling
approximately CAD$8.3 million provided by Wireless Communications
and Wireless Source to the company.

Pursuant to the terms of the Settlement Agreement, the Trustee has
agreed to seek court approval for the arrangement on or before
October 9, 2009.  The company has agreed to pay an initial
installment of CAD$50,000 within two days following the expiry of
the 30-day appeal period after approval of the court order.  The
remaining CAD$700,000 will be payable on or before December 31,
2009.  If the company defaults on payment of the Settlement
Amount, it has agreed not to contest actions taken by the Trustee
to recover a reduced amount of CAD$3.25 million, less any payments
made on the Settlement Amount, rather than the full
CAD$8.3 million amount of the loans.

Gary N. Hokkanen, Wireless Age CFO stated; "The agreement is
necessary to improve the company's balance sheet.  If completed
prior to year-end, it will settle the approximately
CAD$8.3 million accrued special charge loss provision booked in
December 2008, representing a substantial gain.  In addition, it
will allow Wireless Age to take its first steps to bring its SEC
reporting back up to date and migrate to a more senior listing."

Wireless Age agreed to provide a release to the Trustee and others
effective upon the expiry of the appeal period, and the Trustee
agreed to provide a release to the Company, effective upon payment
of the Settlement Amount.  All parties to the Settlement Agreement
agreed that the exchange of releases and payment of monies do not
constitute an admission of liability, but are simply a compromise
of disputed claims.

John G. Simmonds, Wireless Age CEO commented; "I'm extremely
pleased with this agreement, as it allows us to arrange a
restructuring with our controlling shareholder and move towards a
renewable energy transaction, subject to regulatory approvals."

                        About Wireless Age

Newlook Industries Corp., headquartered in Toronto, Ontario, is a
publicly traded company listed on the TSX Venture Exchange.
Newlook holds a 56% controlling interest in Wireless Age
Communications, Inc., (WLSA:OTCBB).  Wireless Age's retail
subsidiary, Wireless Age Communications Ltd., owns and operates
retail cellular and telecommunications outlets in cities in
western Canada.  Wireless Age's wholesale subsidiary, Wireless
Source Distribution Ltd., distributes two-way radio products and
wireless accessories to retailers, dealers, service centres,
carriers and network operators.

In January 2009, Saskatchewan Telecommunications served Wireless
Ltd. and Wireless Source with a Notice of Intention to Enforce
Security under the Bankruptcy and Insolvency Act, and also
obtained a Court Order to immediately appoint an interim receiver.
The Court of Queen's Bench for Saskatchewan, Canada, dismissed the
challenge by Wireless Age Communications of the receivership Order
obtained by SaskTel, thus allowing the receiver to retain control
of the assets.


VOUGHT AIRCRAFT: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Irving, Texas-based Vought Aircraft Industries Inc. to
'B' from 'B-'.  S&P also raised the issue-level rating on Vought's
senior secured debt to 'BB-' (two notches above the corporate
credit rating) from 'B-' and raised the recovery rating to '1'
from '3', indicating expectations of very high (90%-100%) recovery
of principal and prepetition interest in a payment default
scenario.  In addition, S&P raised the issue-level rating on the
company's 8% senior unsecured notes due 2011 to 'CCC+' (two
notches below the corporate credit rating) from 'CCC'.  The
recovery rating remains unchanged at '6', indicating expectations
of negligible (0%-10%) recovery of principal and prepetition
interest in a payment default scenario.  S&P removed all the
ratings from CreditWatch, where S&P had placed them with positive
implications on July 7, 2009.

"We are basing S&P's upgrade of the corporate credit rating on
meaningful improvements in Vought's liquidity and leverage from
the sale of its 787 aircraft manufacturing business and operations
at the North Charleston, S.C. facility (including the payment of
work performed over the life of the contract) to Boeing Co.
(A/Stable/A-1) for about $580 million in cash," said Standard &
Poor's credit analyst Roman Szuper.  Vought used about
$490 million of proceeds to repay bank debt, including
$135 million outstanding under the revolving credit facility.
"Vought intends to use the balance of the proceeds for an
additional $50 million pension contribution and to increase cash
balances," he continued.

Improved liquidity, lower debt leverage, and expected profitable
operations should allow the company to maintain a financial
profile appropriate for the ratings.  A downgrade could result
from renewed deterioration in credit markets, causing increased
concerns about Vought's ability to refinance the $270 million
unsecured notes, or operational shortfalls due to further weakness
in civil aviation markets.  Improved cash generation, successful
refinancing of the notes and extension of the revolver, and
stabilization in commercial aerospace and business jet sectors
could warrant a ratings upgrade over the next 12 to 18 months.


WOODSIDE GROUP: Wachovia, Wells Fargo Object to Plan
----------------------------------------------------
Law360 reports that several Woodside Group LLC creditors,
including Wachovia Bank NA, Wells Fargo NA and Zions First
National Bank, have objected to the bankrupt real estate
developer's latest reorganization plan, which they claim doesn't
adequately protect their rights.

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On August
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Harry D. Hochman, Esq., Jeremy V. Richards, Esq., Linda F. Cantor,
Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtors as counsel.

During 2007, the Woodside entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


W R GRACE: Calif.'s $1300-Mil. Asbestos Case Revived
----------------------------------------------------
Law 360 reports that a federal judge has overturned a ruling by a
bankruptcy court that barred the state of California's building
management department from recovering $130 million in asbestos
damages from W.R. Grace & Co., on the basis of the statute of
limitations.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


X-RITE INC: Seeks Shareholder OK of Debt-for-Equity Swap
--------------------------------------------------------
A special meeting of the shareholders of X-Rite, Incorporated,
will be held October 28, 2009, at 8:00 a.m., Central Time, at the
offices of McDermott Will & Emery LLP, 227 West Monroe Street,
Chicago, Illinois.

X-Rite entered into an exchange agreement with certain of its
existing institutional investors:

     -- OEPX, LLC, a Delaware limited liability company managed by
        One Equity Partners,
     -- Sagard Capital Partners, L.P., and
     -- Tinicum Capital Partners II, L.P., Tinicum Capital
        Partners II Parallel Fund, L.P. and Tinicum Capital
        Partners II Executive Fund L.L.C.

On August 18, 2009, the Company issued to the Investors (i) an
aggregate of 41,561.22312 shares of newly created Series A
Preferred Stock, par value $0.10 per share, and (ii) warrants
exercisable for an aggregate of 7,500,000 shares of the Company's
common stock, par value $0.10 per share, at an initial exercise
price of $0.01 per share, subject to receipt of shareholder
approval, in exchange for the cancellation of $41,561,223.12
principal amount of loans under the Company's second lien credit
agreement that were acquired by the Investors from one of the
Company's second lien lenders immediately prior to the exchange.

At the special meeting, shareholders will have the opportunity to
vote on a proposal to authorize the issuance of the Warrant Shares
upon the exercise of the Warrants.  The approval of the Proposal
by X-Rite shareholders is sought in accordance with NASDAQ listing
rules.  Each of the Investors has separately entered into a voting
agreement with X-Rite, whereby the Investor has agreed to vote any
shares of X-Rite common stock it owns on the date of the meeting
"FOR" the approval of the Proposal.  The aggregate number of
shares of X-Rite common stock owned by the Investors as of the
record date collectively represented 65.2% of the shares of common
stock eligible to vote at the special meeting.  To approve the
Proposal, a majority of the votes cast in person or by proxy at
the special meeting must be voted "FOR" the Proposal.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4669

As of July 4, 2009, the Company had $494.5 million in total assets
and $40.9 million in total current liabilities and $256.4 million
in total long-term liabilities.

On April 3, 2008, the Company said it was not in compliance with
certain covenants under its secured credit facilities.  As a
result of the defaults, borrowings on the Company's revolving line
of credit were frozen and default interest was charged on the
first lien loan.  On August 20, 2008 the Company entered into
forbearance and amendment agreements with the first and second
lien lender groups, that provided for forbearance on the defaults
through the closing of the Company's recapitalization at which
time the lenders agreed to amend the credit facilities to provide
new financial covenants and interest rates, with the amendments
effective on the date of closing of the Corporate Recapitalization
Plan.  As of July 4, 2009, the Company was in compliance with the
financial covenants contained in its first and second lien credit
agreements, as amended.

                           About X-Rite

Based in Grand Rapids, Michigan, X-Rite Incorporated (NASDAQ:XRIT)
-- http://www.xrite.com/-- is the global leader in color science
and technology.  The Company, which now includes color industry
leader Pantone, Inc., develops, manufactures, markets and supports
innovative color solutions through measurement systems, software,
color standards and services. X-Rite's expertise in inspiring,
selecting, measuring, formulating, communicating and matching
color helps users get color right the first time and every time,
which translates to better quality and reduced costs.  X-Rite
serves a range of industries, including printing, packaging,
photography, graphic design, video, automotive, paints, plastics,
textiles, dental and medical.


Y.B. & S.J. ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Y.B. & S.J. Enterprises, Inc.
        c/o Trent Rosenthal
        9977 W. Sam Houston Parkway N., Suite 105
        Houston, TX 77064

Bankruptcy Case No.: 09-37540

Chapter 11 Petition Date: October 5, 2009

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

Judge: Letitia Z. Paul

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

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

The petition was signed by Trent L. Rosenthal.


YRC WORLDWIDE: Wachovia, JPMorgan et al. Amend ABS Facility
-----------------------------------------------------------
YRC Worldwide Inc., reports that on September 22, 2009, the
Company, as Performance Guarantor, and the parties to the Third
Amended and Restated Receivables Purchase Agreement, dated as of
April 18, 2008, among Yellow Roadway Receivables Funding
Corporation, as Seller; Falcon Asset Securitization Company LLC,
Three Pillars Funding LLC and Amsterdam Funding Corporation, as
Conduits; the financial institutions party thereto, as Committed
Purchasers; Wachovia Bank, National Association, as Wachovia Agent
and LC Issuer, SunTrust Robinson Humphrey, Inc., as Three Pillars
Agent; The Royal Bank of Scotland plc (successor to ABN AMRO Bank
N.V.), as Amsterdam Agent; and JPMorgan Chase Bank, N.A., as
Falcon Agent and Administrative Agent, entered into an amendment
to the ABS Facility.

Together with the Wachovia Agent, the Three Pillars Agent and the
Amsterdam Agent are referred to as Co-Agents.

The ABS Amendment amends certain calculations under the ABS
Facility to reduce the impact of certain negative effects that the
integration of Yellow Transportation and Roadway has had on those
calculations, due to rating adjustments and the timing of customer
payments.  As a result of the ABS Amendment, the obligation to
repay outstanding amounts under the ABS Facility due to those
integration effects will be reduced or eliminated.  The Co-Agents
have completed preliminary work to verify the related integration
adjustments; however, further substantiation by the Co-Agents as
part of their annual audit of the ABS Facility is required
pursuant to the ABS Amendment.

In addition, the Co-Agents suspended the due date until
October 13, 2009, of the $10.0 million fee that was originally due
on September 30, 2009.  This fee will be payable to the Co-Agents
under the ABS Facility if the ABS Facility has not been terminated
by October 13, 2009, and the Company does not have a corporate
credit rating of B/B2 or better from Standard & Poor's and Moody's
Investors Service, Inc., respectively, by such date.

As reported by the Troubled Company Reporter on September 3, 2009,
YRC Worldwide and certain of its subsidiaries on August 28,
entered into Amendment No. 10 to their Credit Agreement dated as
of August 17, 2007, with JPMorgan Chase Bank, National
Association, as agent, and the other lender parties.

The Credit Agreement continues to provide the Company with a
$950 million senior revolving credit facility, including sublimits
available for borrowings under certain foreign currencies and for
letters of credit, and a senior term loan in an aggregate
outstanding principal amount of roughly $111.5 million.
Financial Covenants

The Credit Agreement Amendment suspends the requirement that the
Company maintain liquidity equal to or greater than $100 million
at all times until October 13, 2009.

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

As of June 30, 2009, the Company had $3.41 billion in total
assets, including $164.5 million in cash and cash equivalents;
$1.72 billion in total current liabilities, $832.9 million in
long-term debt, $126.5 million in deferred income tax liabilities,
$380.7 million in pension and post-retirement liabilities, and
$423.1 million in claims and other liabilities; resulting in
$72.9 million in shareholders' deficit.

As reported by the Troubled Company Reporter on August 18, 2009,
Standard & Poor's Ratings Services affirmed its 'CCC' long-term
corporate credit rating on YRC Worldwide.  S&P removed the ratings
from CreditWatch, where S&P had placed them with negative
implications on April 24, 2009.


* Mylan Cut from AI's Near Filers List; Hertz, 18 Others Still In
-----------------------------------------------------------------
Audit Integrity has revised and upgraded Mylan Inc.'s bankruptcy
probability ranking.  Due to a stock pricing error made by data
provider Thomson Reuters, Mylan was erroneously placed among the
companies most likely to go bankrupt over the next twelve months.

Audit Integrity's bankruptcy model is comprised of multiple data
factors with various weightings, including the volatility of a
company's stock price.  After releasing its bankruptcy model,
Audit Integrity discovered that Thomson Reuters mistakenly applied
a dividend issue to Mylan's common stock instead of its preferred
stock.  The error significantly skewed the calculation Audit
Integrity used to determine Mylan's stock volatility.  Audit
Integrity informed Thomson Reuters of the error and it has
subsequently been corrected.

"We deeply regret our error, and we sincerely apologize to Mylan
for the inadvertent misrepresentation," said Jack Zwingli, Audit
Integrity's CEO.  "Thomson Reuters is a highly reliable and
respected supplier of stock pricing information and this error is
an aberration.  We are confident that we can continue to reliably
use the service going forward, but nevertheless we have
implemented additional data checking processes."

Audit Integrity recently released the findings of its newly
launched bankruptcy model, which calculates the statistical
likelihood that publicly-traded companies will file for
bankruptcy.  The model is designed as a risk measurement tool for
insurance companies, auditors and institutional investors, who
have a greater concern about companies' financial solvency risks
and likelihood of going bankrupt.  The model uses objective
information and a proven modeling approach that has yielded highly
predictive results.

Business bankruptcy filings during the first six months of 2009
are up more than 60 percent from a year ago.  While bankruptcy is
a relatively low incidence event, corporate stakeholders use
bankruptcy models to identify companies with financial distress
issues that fall short of bankruptcy but are still of great
concern.

Mr. Zwingli said Audit Integrity has manually re-verified the data
used to determine the pricing data and the rankings of the 19
other companies with a market capitalization in excess of
$1 billion that it previously identified as statistically most
likely to go bankrupt and stands behind its earlier findings.  One
of those companies, New Jersey-based Hertz Holdings, has sued
Audit Integrity and Mr. Zwingli for defamation and trade libel
because of its bankruptcy ranking.

"Given the 24 pages disclosing extensive financial and business
continuity risks contained in Hertz's most recent 10-K, we are
incredulous that Hertz has chosen to squander its shareholder
resources by filing a frivolous lawsuit," Mr. Zwingli said.  "Many
of the arguments it makes to support its claim of sound financial
health actually support our model's findings. Taking actions such
as accounting changes, selling assets, restructuring and
downsizing are clear warning signs of financial distress and raise
legitimate concerns about the company's well-being."

Firms that are still in Audit Integrity's list of publicly traded
firms with more than $1 billion market capitalizations that have
the highest probability of declaring bankruptcy are:

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

                    About Audit Integrity

Founded in 2002, serving investors, insurers, auditors and
corporate finance professionals, Audit Integrity --
http://www.auditintegrity.com/-- is a leading independent
research firm that rates more than 12,000 public companies in
North American and Europe based on their corporate integrity.  In
addition to its flagship Accounting and Governance Risk ratings,
Audit Integrity also forecasts bankruptcy risk, class action
litigation risk, material financial restatement risk, and equity
performance risk.  The statistical correlation of these ratings
has been confirmed by internal and third-party tests. Audit
Integrity has offices in Los Angeles and New York City.


* Unemployment Rate Rises to 9.8% in September
----------------------------------------------
ABI reports that the U.S. Labor Department reported that the
American economy lost 263,000 jobs in September and the
unemployment rate rose to 9.8%.


* Public Private Investment Partnership to Start Next Week
----------------------------------------------------------
Liz Rappaport and Craig Karmin at The Wall Street Journal report
that the Public Private Investment Partnership rescue effort is
ramping up.  The Journal relates that five investment funds that
raised $1.94 billion in private capital to acquire troubled assets
through PPIP can start buying next week.

The PPIP was designed to boost demand for toxic securities backed
by residential and commercial mortgage loans.  The Journal relates
that the Treasury pledges to match the funds raised by approved
money-management firms and provide leverage, or loans, to the
fund, equal to the full amount of the fund -- doubling its
spending power.  Citing the Treasury, The Journal states that so
far, with the potential leverage on offer, the funds that are
launching could put $12.27 billion to work.  The program,
according to the report, would ultimately reach $40 billion,
including both private and public financing.

The Journal, citing people familiar with the matter, reports that
more than a dozen corporate and public pension funds have made
commitments to PPIP, including:

     -- the Connecticut state pension fund, which committed
        $100 million to Invesco's fund, which offers a 25%
        expected return, and another $50 million has been
        committed to an AllianceBernstein fund, which is
        projecting a 10% to 17% return, before using any leverage;
        and

     -- the $1.8 billion fund of the Metropolitan Government of
        Nashville and Davidson County is planning to invest
        $40 million in PPIP, half with Marathon Asset Management
        and the other half with a joint venture between GE Capital
        and private investor Angelo Gordon & Co.;

According to The Journal, Invesco and other firms are offering a
more attractive fee structure than is typical with many long-term
private investments, which won't charge fees on capital committed
to their funds, only on money that has been invested.

The Journal states that public funds are also considering
investing in the program, while others have indicated they won't
be participating, including The California Public Employees'
Retirement System.


* Cadwalader's Rapisardi Says BAPCPA Pushes Firms to Rush Ch. 11
----------------------------------------------------------------
The 2005 amendment to the Bankruptcy Code limiting the debtor's
exclusive period to file a plan of reorganization to 18 months has
led companies to rush through Chapter 11 without adequate time to
address key operational issues, says John J. Rapisardi, co-chair
of Cadwalader Wickersham & Taft LLP's financial restructuring
department.

Congressman Jerrold Nadler (NY-08), Chairman of the House
Judiciary Subcommittee on the Constitution, Civil Rights and Civil
Liberties, on April 2 introduced the Business Reorganization and
Job Preservation Act of 2009, which would amend the federal
bankruptcy code to repeal provisions of the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005.

Mr. Nadler said in a statement, "As BAPCPA currently stands, many
businesses nationwide have been unable to reorganize successfully
in bankruptcy and have been pushed into liquidation, at the cost
of thousands of jobs.  Circuit City, for example, was unable to
secure financing to complete its reorganization last year and was
forced to liquidate, sacrificing 34,000 jobs across the country."

                           The BAPCPA

In April 2005, Congress revised the Bankruptcy Code to counter
abuses in the bankruptcy system.  The Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 shortened debtors' time to
decide on whether to assume or reject leases to a mere seven
months, disallowed periodic extensions of the debtors' exclusive
periods to file a plan of reorganization, and limited bonuses to
managers through the key employee retention programs.

"BAPCPA's numerous creditor-friendly amendments and modifications
have profoundly impacted the Chapter 11 process, to the point that
it is nearly impossible for retailers to reorganize, regardless of
the prevailing national and international economic conditions,"
said Lawrence C. Gottlieb, Michael Klein, Ronald R. Sussman, in an
article titled BAPCPA's Effects on Retail Chapter 11s Are
Profound.

The article notes that BACPCA amended Section 365(d)(4) to require
debtors to assume or reject their real property leases within 120
says of filing, subject to an additional 90-day court-approved
extension.  Extensions beyond this initial 210-day period cannot
be granted without the consent of the landlord, regardless of the
size of the retailer.

The mere 210-day period to decide on the leases, among other
changes, provided by the BAPCPA is viewed in some quarters as
causing retailers to begin liquidating unnecessarily within three
months into Chapter 11.


* Gov't Pay Czar to Clamp Down on Bailed Out Firms' Compensation
----------------------------------------------------------------
The government pay czar Kenneth Feinberg will tighten up annual
cash salaries for many of the top employees at companies receiving
large sums of government aid, Deborah Solomon at The Wall Street
Journal reports, citing people familiar with the matter.

According to The Journal, the sources said that Mr. Feinberg will
shift a chunk of an employee's annual salary into stock that can't
be accessed for several years, instead of awarding large cash
salaries.

The Journal relates that Mr. Feinberg would issue by mid-October
his determination on compensation packages for 175 of the most-
highly compensated executives and employees at the seven firms he
oversees:

     -- American International Group Inc.,
     -- Bank of America Corp.,
     -- Citigroup Inc.,
     -- General Motors Co.,
     -- GMAC Financial Services Inc.,
     -- Chrysler LLC, and
     -- Chrysler Financial.

The Journal notes that the issue could be particularly acute for
BofA, which is searching for a successor to retiring CEO Kenneth
Lewis.  "We have been in close communication with Feinberg and our
compensation going forward is very much in line with his
guidance," The Journal quoted a BofA spokesperson as saying.


* TMA Says Suppliers Need Shock Absorbers Amid Restructurings
-------------------------------------------------------------
Now that several auto companies have gone through restructuring,
the shock waves are being felt throughout the manufacturing and
distribution channels that supply this industry.  Turnaround
Management Association's next Webinar examines the impact of
recent changes on the internal supply chain and within the
supplier base.

"Pressure on the Supply Chain - Beginning of the End or End of the
Beginning?" will be held from 12:00 noon to 1:00 p.m. (EDT) on
Tuesday, October 20, 2009.

This webinar will offer insights and perspectives from the
following senior members of the industry and within the
professional service ranks:

Moderator:

    --  Benjamin Mann, director, Huron Consulting Group, is a
        senior finance and operations professional with nearly
        20 years of experience providing innovative solutions
        for pre-bankruptcy restructuring, financial turnarounds
        and complex business issues to manufacturing and
        wholesale/distribution companies.

Panelists:

    --  John C. DiDonato, CTP, managing director and national
        practice leader, Huron Consulting Group, has more than
        20 years of experience providing guidance to financially
        challenged businesses maneuvering through out-of-court
        and court-supervised restructurings, and whose industry
        expertise includes automotive original equipment and
        aftermarket suppliers, among other industries.

    --  Heather Lennox, partner, Jones Day, has represented
        significant debtor and creditor groups in many of the
        nation's largest in-court and out-of-court corporate
        restructurings and has represented a number of
        businesses in the structuring and consummation of spin-
        offs, secured financings, distressed sales and
        acquisitions and other out-of-court restructuring
        transactions.

    --  Justin E. Mirro, managing director, Moelis & Co., has
        more than 13 years of automotive investment banking
        experience, most recently at Jefferies & Company where
        he built a leading franchise advising automotive
        assemblers, suppliers, the aftermarket and dealerships
        on mergers and acquisitions, debt and equity financings,
        restructurings and leveraged buyouts.  He began his
        automotive career as a test driver for Car and Driver
        magazine and was an engineer for General Motors in
        Detroit and for Toyota in Japan.

    --  William Strong, manager of supplier analysis, Corporate
        Finance and Global Purchasing, Ford Motor Company,
        started his career with Ford just after he completed
        his MBA in finance.  Subsequently, he chose to be
        part of the spin-off with Visteon where he rose to the
        position of financial strategy manager for North
        America and Asia Pacific.  After returning to Ford to
        work in financial systems development, he moved into
        his present position where, for the past two years,
        he and his group have handled all North American
        supplier bankruptcies.

The Chicago-based Turnaround Management Association has more than
9,000 members in 45 regional chapters who comprise a professional
community of turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.


* Credit Solutions Settles US$23.3MM in Debt at 42.6% in September
------------------------------------------------------------------
Credit Solutions settled $23,353,425.15 in consumer debt during
September 2009, saving $13,404,866 on 3,936 client accounts at a
42.6% average settlement offer percentage rate.

In other words, consumers for whom Credit Solutions negotiated
$23,353,425.15 in settlement offers with creditors last month paid
off their credit cards at 42.6% -- less than half of the total
amount of debt they owed.  For instance, if a consumer owed
$10,000, he would have opportunity to settle the account for
$4,260, a $5,740 savings.

"For the third month in a row, Credit Solutions' settlement
percentage rate has been lower than our advertised rate of 50%,"
said Credit Solutions CEO Doug Van Arsdale.

Settlement companies like Credit Solutions act on consumers'
behalf, negotiating directly with creditors to facilitate
repayment of consumer debts at a reduced percentage of the total
owed. Upon completing a debt settlement program, all of the
consumers' debts included in the program are "settled," or
resolved with zero balances.

Two recently published academic studies found that debt settlement
provides the greatest consumer welfare of any debt-relief
approach, calling it part of the healing process to get distressed
U.S. households back on sound financial footing.

Since its 2003 inception, Credit Solutions has assisted more than
250,000 U.S. clients in becoming debt-free, settling more than $1
billion total of consumer debt.  Debt settlement increasingly
offers benefits to consumers as the most immediate form of debt
relief available in today's tenuous economy.

                   About Credit Solutions

The nation's debt settlement industry leader, Credit Solutions is
recognized by the American Business Awards for the "Best Customer
Services Department in Financial Services" and won a 2009 Red
Herring 100 North America Award for its custom online technology.
A charter policy partner of the United States Organization for
Bankruptcy Alternatives (USOBA), Credit Solutions is certified by
BSI Management Systems for USOBA best-practice compliance.


* Honigman Forms Int'l Automotive Legal Team with Faegre & Benson
-----------------------------------------------------------------
Detroit-based Honigman Miller Schwartz and Cohn LLP (Honigman) and
Minneapolis-based Faegre & Benson LLP have formed an International
Automotive Legal Team spanning the U.S., China and the U.K.  The
collaboration is an outgrowth of the China-related work the firms
have been doing together and reflects their focus on assisting
automotive companies with strategic cross-border transactions
involving these three critically important jurisdictions.

"Faegre & Benson and Honigman have a remarkably talented cross-
functional team of attorneys dedicated to handling complex
automotive deals involving these three countries.  We share high
standards for legal excellence, client service and value.  This is
a great fit for both firms," said Honigman Chairman and CEO David
Foltyn.

Honigman brings more than 50 years of experience in the automotive
industry, including acquisitions, purchasing, insolvency and
troubled supplier legal services.  Faegre & Benson supports
clients in China-related transactions through a dedicated group of
lawyers with more than 40 collective years of experience in China.
These lawyers work in collaboration with the firm's lawyers in the
U.S. and London.

Thomas G. Morgan, Chair of the Faegre & Benson Management
Committee, observed that "Our combined industry experience, China
market knowledge and collaborative working styles help our clients
take full advantage of the significant automotive industry growth
involving China."

The International Automotive Legal Team will be led by Robert B.
Weiss, Commercial Law, Bankruptcy and Reorganization Department
Chair for Honigman, and George D. Martin, Head of Faegre &
Benson's Corporate Group and Co-chair of its Greater China
Practice, based in Minneapolis.

Other legal team members include from Honigman:

   * David Foltyn, Chairman, CEO and Partner, Corporate and
     Securities Department

   * John P. Kanan, Partner, Corporate and Securities
     Department

   * Jonathan P. O'Brien, Intellectual Property Practice
     Group Chair

   * Artis M. Noel, Of Counsel and former Chief of Export
     Compliance for General Motors

From Faegre & Benson:

   * John V. Grobowski, Co-chair of the firm's Greater
     China practice and Managing Partner of its Shanghai
     office

   * Yiqiang Li (Lee), Partner, Corporate Practice, Shanghai

   * Wendy Yan, Special Counsel, Shanghai

   * Melanie Wadsworth, Solicitor, Corporate Practice,
     England

   * William K. Weimer, Partner, Intellectual Property Practice

                       About Honigman

Celebrating its 60th year, Honigman -- http://www.honigman.com/--
is a leading Michigan-based business law firm with an
international practice.  Headquartered in Detroit with offices in
Lansing, Oakland County, Ann Arbor and Kalamazoo, the firm has
attorneys practicing in more than 40 different areas of
concentration. Honigman's highly-credentialed attorneys and staff,
along with its customer-service focus, provide clients in a wide
variety of industries timely and cost-effective counsel.

In 2009, Honigman received a No. 1 ranking within the state of
Michigan from Chambers USA in three key practice areas.  In
addition, 76 of its attorneys have been named in the 2010 edition
of Best Lawyers((R)), a respected peer-review publication in the
legal profession.  Honigman also received recognition for 59 of
the firm's attorneys in the 2009 edition of Michigan Super
Lawyers, leading for the third consecutive year with more
attorneys in the "Top 100" than any other law firm in the state of
Michigan.  The publication also recognized 39 of the firm's
attorneys under the age of 40 as Rising Stars.  Honigman also was
named in 2008 and 2009 as one of the "50 Best Law Firms for Women"
by Working Mother magazine and Flex-Time Lawyers, LLC.

                     About Faegre & Benson

Faegre & Benson LLP -- http://www.faegre.com.-- offers a full
complement of legal services to clients ranging from emerging
enterprises to multinational companies.  Its 500 lawyers handle
complex transactions and litigation matters throughout the United
States, Europe and Asia. Established in Minneapolis in 1886, the
firm is one of the 100 largest law firms in the United States.
From its offices in Minnesota, Colorado, Iowa, London and
Shanghai, Faegre & Benson has served clients in more than 60
countries.


* ICR Appoints New Senior Team Members
--------------------------------------
ICR disclosed the addition of several new strategic hires.  The
new additions are in direct response to the increase in new
business activity the firm has experienced recently, as well as
ICR's continuing commitment to attracting and retaining
individuals with deep industry expertise and relationships, a
superior understanding of the capital markets, and the ability to
develop and execute financial communications programs for clients.

The new senior team members include:

                   Investor Relations Practice

   -- Sherry Bertner, Managing Director for Medical Technology
      and Pharmaceutical Services, joined ICR in September with
      12 years of experience as a Senior Health Care Equity
      Research Analyst on the buy-side, both with long only
      institutions and long/short hedge funds.

   -- Jennifer Gordon, Managing Director for Energy, joined ICR
      in September with 15 years of experience as an analyst,
      institutional salesperson and trader in the energy sector.
      Ms. Gordon had most recently been a Director and Senior
      Trading Analyst at Deutsche Bank covering energy equities
      and commodities.

   -- Evelyn Infurna, Managing Director for Real Estates and
      REITs, joined ICR in June with nine years of experience
      on the buy-side at both a dedicated REIT long-only firm
      followed by 5 years managing REIT and real estate
      securities portfolios at several hedge funds.

   -- Donald Ellis, Managing Director for Bio Pharmaceuticals,
      joined ICR in early 2009 with 15 years of senior-level
      Wall Street experience covering Specialty Pharmaceuticals
      as a Partner and Senior Equities Research Analyst at
      Thomas Weisel Partners and Managing Director and Senior
      Pharmaceutical Analyst with Robertson Stephens and
      Montgomery Securities.

   -- Michael Tieu, Managing Director for Asia, joined ICR in
      January with eight years of investment banking experience
      and more than ten years of management experience.  Mr. Tieu
      is a sought-after adviser to a wide network of Chinese
      senior executives, as well as U.S. fund managers and
      industry professionals.

               Corporate Communications Practice

   -- Bo Park, Managing Director for Corporate Communications,
      joined ICR in September to focus on corporate
      communications practice and corporate reputation.  She
      previously held senior positions at top global PR
      agencies and Fortune 500 companies, providing services
      related to corporate communications; media relations;
      crisis and issues management; internal communications and
      brand marketing.

                       Restructuring

   -- John Sorensen, Chief Financial Officer and Managing
      Director for Bankruptcy & Restructuring Communications,
      joined ICR in early 2009 with 25 years of financial and
      operating experience with both private equity and public
      companies.  Mr. Sorensen will oversee the company's
      Corporate Services team, including finance, IR and HR, and
      assist the senior managing partners with the day-to-day
      operation of the business.  Mr. Sorensen will also add
      depth to ICR's financial crisis communication advisory
      services to clients in the area of bankruptcy and
      restructuring.

Tom Ryan and Chad Jacobs, Co-CEOs of ICR, stated, "We are in a
period where the strongest brands in our industry will get
stronger by gaining market share and investing in the future and
that's exactly what we've done thus far in 2009.  We recognize our
greatest asset is the caliber of people we attract and these
recent additions are of exceptionally high quality, allowing ICR
to broaden its capabilities into new industry sectors.  We are
excited to diversify and expand our practice groups, continually
finding new ways to bring our value to our clients."

                        About ICR

ICR is a leading financial communications firm specializing in
investor relations and corporate communications.  Established in
1998, ICR represents more than 200 companies and has significant
industry expertise and relationships in retail, apparel, footwear,
gaming, lodging, transportation, restaurants, software, IT
infrastructure, telco, energy, aerospace & defense, real estate
and REITs, biopharmaceuticals, medical technology and
pharmaceutical services, and automotive parts & services. ICR
maintains offices in Westport, Conn., New York, Los Angeles,
Boston and Beijing and has been one of the industry's fastest
growing consultancies over the past decade.


* Keathing Muething Elects Four New Partners for Firm
-----------------------------------------------------
Keating Muething & Klekamp PLL has elected Charles M. Miller,
Michael J. Moeddel, Jennifer J. Morales, and W. Jeffrey Sefton as
partners of the firm.

Charles (Chip) M. Miller, a litigator with KMK, is particularly
adept at fast paced, legally intensive cases and matters that
present novel issues of law.  Mr. Miller has successfully handled
expedited elections cases, challenges to state legislation, and
injunction matters.  Mr. Miller regularly returns to the Ohio
Supreme Court as counsel for appellate litigants.  Mr. Miller has
represented parties in nine cases in front of the Ohio Supreme
Court.  In addition to traditional engagements, Mr. Miller has
been appointed by the Court to represent pro se parties in merit
cases on which the Court has ordered briefing and oral argument.
Mr. Miller acutely understands the types of arguments that have
the highest likelihood to persuade -- or dissuade -- the Supreme
Court of Ohio to decide a case.

Mr. Miller clerked for two years with the Supreme Court of Ohio
and worked closely with the justices and the staff involved with
the operations of the Court.  Through this experience, Mr. Miller
gained a level of familiarity with the institution and the
justices that few practitioners have achieved.  Prior to joining
KMK, Mr. Miller served as a law clerk to the Honorable Justice
Maureen O'Connor, Supreme Court of Ohio (2003--2005) and as a
litigation associate at Gallagher, Sharp, Fulton & Norman in
Cleveland, Ohio (2002-2003).  Mr. Miller earned his J.D. from
Boston University School of Law (2001) and his B.A. from The Ohio
State University (1998).

Michael J. Moeddel has a breadth of experience in structuring and
negotiating complex business transactions.  Mr. Moeddel has
represented both publicly-held and privately-owned companies in
acquisitions and divestures of existing businesses and structuring
joint ventures and other strategic alliances.  Mr. Moeddel
regularly represents investors in structuring and negotiating
private placements of securities, including venture capital and
private equity transactions.  Mr. Moeddel has represented venture
capital firms, private equity investors, and mezzanine lenders in
structuring investments in start-up and existing businesses.  In
addition, Mr. Moeddel has worked with a number of distressed
business owners in the restructuring of their businesses.  Mr.
Moeddel also has represented a number of investors in structuring
investments in or acquiring distressed businesses.  Mr. Moeddel
earned his J.D. from the University of Cincinnati College of Law
(2002) where he was a Corporate Law Fellow and graduated Order of
the Coif.  Mr. Moeddel earned his B.A. from The Ohio State
University, cum laude (1999).  Mr. Moeddel also serves as an
Adjunct Professor of Law at the University of Cincinnati College
of Law.

Jennifer J. Morales practices primarily in the areas of business
litigation, mass tort bankruptcy, and mass tort settlement trusts.
Morales has litigated before various state trial and appellate
courts, as well as federal bankruptcy, district, and circuit
courts.  While in law school, Ms. Morales served as a judicial
intern in the chambers of the Honorable Sonia Sotomayor, then of
the United States Court of Appeals for the Second Circuit.  Ms.
Morales is a member of KMK's diversity and hiring committees.
Morales earned her J.D. from New York University School of Law
(2002) and her A.B. from Harvard University, magna cum laude
(1999).

W. Jeffrey (Jeff) Sefton is a trial lawyer with extensive
experience at both the trial and appellate levels in state and
federal courts throughout the United States.  Mr. Sefton has
obtained successful decisions, verdicts, and results for his
clients at the trial level as well as through the appellate
process.  Mr. Sefton specializes in highly complex, highly
contentious litigation, including multidistrict litigation, class
action litigation, complex product liability and personal injury
litigation, financial and tax litigation, and antitrust
litigation.  Prior to joining KMK, Mr. Sefton served as a Judicial
Law Clerk for The Honorable S. Arthur Spiegel, U.S. District Court
for the Southern District of Ohio (2003-2005) and for The
Honorable Terence P. Kemp, U.S. District Court, Southern District
of Ohio (2000-2002).  Mr. Sefton was also an Associate with Sebaly
Shillito + Dyer in Dayton, Ohio (2000, 2002-2003).  Among Mr.
Sefton's professional activities, he routinely teaches in the
areas of taxation, fraud, and antitrust, including teaching
antitrust law at the University of Cincinnati College of Law.
Mr. Sefton earned his J.D. from Capital University Law School,
summa cum laude (2000), his LL.M. from Capital University Law
School (2003), and his B.A. from The Ohio State University (1999).

              About Keating Muething & Klekamp PLL

The law firm of Keating Muething & Klekamp PLL (KMK(R)) --
http://www.kmklaw.com.-- based in Cincinnati, was founded in
1954.  KMK has approximately 115 lawyers and a support staff of
150 employees.  For the past 55 years, KMK has contributed to the
success of many businesses, from Fortune 500 corporations to
start-up companies.  KMK's mission is to provide high-quality
legal counsel to business clients by meeting their identified
needs and developing appropriate solutions.


* Resilience Capital Forms North Coast Minerals
-----------------------------------------------
Resilience Capital Partners, a Cleveland-based private equity
firm, has formed platform company North Coast Minerals to invest
in the debt, mezzanine and equity of industrial minerals, mining,
natural resources, and related businesses.  The strategy of North
Coast Minerals will be led by Chairman Michael Lundin, currently
Operating Partner at Resilience Capital Partners and former CEO of
Oglebay Norton.

"Although in a cyclical downturn, we believe operations properly
capitalized and strategically located can be valued assets.  As we
look to build this company we will look for companies that can
grow and be expanded as the global economy recovers," said Michael
Lundin.

The North American mining and natural resource marketplace remains
highly fragmented and consists of hundreds of entities throughout
the country serving the industrial, agricultural, building
materials, construction and environmental end markets.

"The capital spending and working capital required in this
industry tends to be high and in this challenging economy capital
is not readily available.  We are fully aware capital is a
requirement to properly manage these assets and we will look to
make capital available to owners and managers looking for a
quality strategic investment partner," added Steven Rosen, Co-CEO
of Resilience Capital.

                 About Resilience Capital Partners

Headquartered in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com-- is a leading private equity
firm specializing in investing in lower middle market companies in
a broad range of industries.  Resilience's value oriented
investment strategy is to acquire companies with solid business
prospects in a wide variety of special situations including
underperformers, corporate divestitures, turnarounds and orphan
public companies.  Since its inception in 2001, Resilience has
acquired 16 companies with total revenue in excess of
$1.5 billion.  In January 2009, Resilience won the 2008 Private
Equity Firm of the Year Deal Makers Award from the Association for
Corporate Growth.


* Seabury Group Taps Lorie R. Beers as Managing Director
--------------------------------------------------------
Seabury Group LLC has appointed of Lorie R. Beers as Managing
Director, Investment Banking and Restructuring with responsibility
for non-aviation and aerospace restructuring.  The addition of Ms.
Beers supports Seabury's interest in building on its successes in
non-aviation fields including apparel, consumer services,
distribution, financial services, gaming and manufacturing
concerns.

A recognized financial industry leader, Ms. Beers had more than 20
years of corporate restructuring and insolvency experience
representing companies on distressed M&A transactions,
refinancing, recapitalizations, and debt renegotiations.  Ms.
Beers is familiar with a wide range of industries and has driven
both in-court and out-of-court restructuring successes and is
credited with developing the Complex Financial Restructuring
Program for the American Bankruptcy Institute (ABI).

"We are thrilled that a leader of Lorie's caliber has joined our
company to add momentum to our expanding efforts beyond our core
aviation and aerospace work," said John E. Luth, Chairman,
President, and Chief Executive Officer, Seabury Group LLC.
"Increasingly today our customers represent a variety of business
categories as our competencies and range of services around
corporate recovery and organization has become even more critical.
Lorie brings top-tier expertise that will benefit clients and
expand our industrial base," he added.  Ms. Beers will report to
Mr. Luth and will be responsible for Seabury's restructuring
practices for all industry segments outside of the aviation and
aerospace sectors.

Prior to joining Seabury, Ms. Beers was Managing Director for
KPMG's Special Situations Advisory Group in New York.  Her
previous experience also includes working with the investment bank
of Gordian Group LLC, as well as having been a partner in the
bankruptcy and insolvency practice at Kasowitz, Benson, Torres,
and Friedman LLP.

Ms. Beers sits on the board of directors of the ABI and is co-
chair of its Investment Banking Committee.  She also is a member
of the Turnaround Management Association.  She holds a JD from the
University of Pittsburgh, and earned a BA in economics at
Dickinson College.  She is a FINRA registered representative, with
Series 7, 24, and 63 securities licenses.

                      About Seabury Group

The Seabury Group is a global advisory and investment management
group with over 200 professionals providing investment banking,
restructuring/corporate recovery, management consulting, IT
development, and human capital advisory services.

Seabury professionals have in depth experience in providing
advisory services to a broad range of industries including
aerospace, automotive, aviation, cargo, consumer products,
distribution, financial services, gaming, infrastructure (ports
and airports), logistics and maritime and manufacturing.  Seabury
has advised over 400 clients spanning Africa, Australia, Asia,
Europe, the Middle East, and the Americas with principal offices
in New York, London, Amsterdam, Hong Kong, Los Angeles, Toulouse,
and Washington, D.C., and additional offices in Fort Lauderdale,
Houston, and Singapore.

Seabury is the leading global advisor to the aviation industry,
having successfully managed seven of the 10 largest airline
restructurings or corporate recoveries in the world, and raised
over $30 billion of capital financing, including over $3.5 billion
of equity financings.


* Weinstein Seeks Dorsey's Attorney Fee Info
--------------------------------------------
According to Law 360, bankruptcy firm Weinstein & Riley PS wants
Dorsey & Whitney LLP to reveal the amount of fees it billed to a
client in a pair of contract and malpractice lawsuits, saying the
information is relevant to a related suit Weinstein filed against
its insurer.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: August 10, 2009



                           *********

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.

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