TCR_Public/091009.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 9, 2009, Vol. 13, No. 279

                            Headlines

1031 TAX: Settlements-Based Ch. 11 Plan Gets Approval
945 DEVELOPMENT GROUP: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Mill Production Cuts to Affect 1,500 Jobs
ABITIBIBOWATER INC: Paul Weiss Charges $3.3MM for 3.5 Months' Work
ABITIBIBOWATER INC: Sierra Liquidity Buys $21,000 Claims

ACCURIDE CORP: Files Chapter 11 with Restructuring Plan
AEP INDUSTRIES: Moody's Upgrades Corporate Family Rating to 'B1'
AIRTRAN HOLDINGS: S&P Assigns 'CCC-' Rating on $75 Mil. Notes
ALASKA LODGES: Fishing Lodge to Be Sold to Pay KeyBank
AMAPOLA ORANGE: Voluntary Chapter 11 Case Summary

AMERICAN COMMUNITY: Chapter 11 Case Dismissed by Judge
AMERICAN REPROGRAPHICS: S&P Affirms 'BB-' Corporate Credit Rating
AMERICAN TREE CO: Voluntary Chapter 11 Case Summary
AMERITYRE CORP: Auditors Express Going Concern Opinion
ANGIOTECH PHARMACEUTICALS: S&P Raises Corp. Credit Rating to 'CCC'

ASARCO LLC: Parent Renews Request for Stay of SCC Reimbursement
ASARCO LLC: Plan Solicitation Deadline Moved to Dec. 31
ASARCO LLC: Sterlite, Union Oppose Recommendation on Grupo Plan
AURA SYSTEMS INC: Case Summary & 20 Largest Unsecured Creditors
AVIS BUDGET: Offers $300MM of 3.50% Convertible Senior Notes

BABUSKI LLC: Trustee May be Appointed to Liquidate Assets
BARZEL INDUSTRIES: Auction of Assets to Proceed October 28
BARZEL INDUSTRIES: Wins Final Approval of $30MM DIP Financing
BARZEL INDUSTRIES: U.S. Trustee Forms Three-Member Committee
BASSADOUR BUTLER: Files for Chapter 7 Bankruptcy Protection

BATTLE CREEK MUTUAL: A.M. Best Affirmed FSR of 'C++'
BEACH PHAM LLC: Chapter 11 Case Summary & Unsecured Creditor
BENJAMIN BRASHEN: Case Summary & 7 Largest Unsecured Creditors
BERNARD MADOFF: Sterling Didn't Lose Money, May be Clawback Target
BLOCKBUSTER INC: Lonestar Partners Discloses 6.0% Equity Stake

BOSQUE POWER: Moody's Downgrades Rating to 'B3' From 'B2'
BOWMAN INC: Case Summary & 20 Largest Unsecured Creditors
BRENT THEODORE BARKER: Case Summary & 10 Largest Unsec. Creditors
BRUCE ALLEN: Case Summary & 12 Largest Unsecured Creditors
BUILDING MATERIALS: Plan Outline Hearing Moved to Oct. 22

CALIFORNIA COASTAL: KeyBank Agrees to Forbear Until Nov. 1
CALYPTE BIOMEDICAL: Posts $829,000 Net Loss in 2009 Second Quarter
CANWEST GLOBAL: Releases Financial Projections
CANWEST GLOBAL: Says It Won't Liquidate Assets
CANWEST GLOBAL: Wants Canada as Site of Main Bankr. Proceedings

CANYON RIVER CENTER: Case Summary & 2 Largest Unsec. Creditors
CAPMARK FINANCIAL: Contributes $600MM of Capital to Bank Unit
CARIBE MEDIA: S&P Junks Corporate Credit Rating From 'B'
CASCADE GRAIN: Ethanol Plant Will be Sold Off to Pay for Debts
CHEROKEES OF ALABAMA: Chief Denies Bankruptcy Rumors

CHIPOLA RIVER LLC: Case Summary & 8 Largest Unsecured Creditors
CHRYSLER LLC: Amends Complaint against Daimler AG
CHRYSLER LLC: Anchor Group Drops Claims vs. New Chrysler
CHRYSLER LLC: U.S. DOL OKs Transfer of Note Stock to VEBA
CHRYSLER LLC: Won't Oppose Dealer Direct Appeals Certification

CIENA CORP: S&P Puts 'B+' Corp. Rating on CreditWatch Negative
CIRCUIT CITY: To Present Liquidating Plan for Confirmation Nov. 23
CIRCUIT CITY: Douglas County Objects to Confirmation of Plan
CIRCUIT CITY: Proposes Settlement Agreement With PBGC
CIRCUIT CITY: Proposes to Reject Safeco Surety Bonds

CIRCUIT CITY: Objection to Employees' Time Off Claims Overruled
CITIGROUP INC: Execs Reshuffling May Be Needed, Says Egon Zehnder
CLARIENT INC: Deloitte Replaces KPMG as Outside Auditors
CLEAR CHANNEL: Denies Loan Restructuring Talks with Banks
CLEARPOINT BUSINESS: ComVest Appointees to Serve Until Dec. 27

COLLINS & AIKMAN: Visteon Reliance on Lawyer Not Excusable Neglect
COMSTOCK RESOURCES: Moody's Assigns 'B2' Rating on $200 Mil. Notes
COMSTOCK RESOURCES: S&P Assigns 'B' Rating on $200 Mil. Notes
CONVERGYS CORPORATION: Fitch Assigns ' BB+' Rating on Junior Bonds
CONVERGYS CORP: S&P Assigns 'BB-' Rating on $125 Mil. Junior Notes

COOPER-STANDARD: Cooper Tire Allowed to Sue Applicant in U.S.
COOPER-STANDARD: Cooper Tire Amends Suit to Include Canadian Unit
COOPER-STANDARD: CS Automotive's Schedules of Assets & Debts
COOPER-STANDARD: CS Automotive's Statement of Fin'l Affairs
CORUS BANKSHARES: Starwood/TPG's $2.77-Bid Wins Assets Auction

CR NEVADA ASSOCIATES-AVE: Voluntary Chapter 11 Case Summary
CRYOPORT INC: Expects to Raise $8.8MM by Issuing Common Shares
CRYOPORT INC: Restructures Obligations to Debenture Holders
CYNERGY DATA: Lenders Balk At $21M Transfer to Harris
DAN KOOSH: Case Summary & 10 Largest Unsecured Creditors

DANA HOLDING: Achieves Full Compliance with NYSE Listing Standards
DANA HOLDING: Goldman Sachs Picks Option to Purchase Shares
DANIEL FLORES: Voluntary Chapter 11 Case Summary
DEL FRISCO: S&P Changes Outlook to Stable, Affirms 'B-' Rating
DELAMORE ELIZABETH: Files Chapter 11 in Dayton, Ohio

DELPHI CORP: Businesses Split Into 3 After Emergence
DELPHI CORP: Ace American Sues for Scope of Coverage for Claims
DELPHI CORP: Renames Steering Biz as Nexteer Automotive
DELPHI CORP: 2nd Amendment to ERISA Settlement Has Interim Nod
DENNIS WILLIAMS: Case Summary & 4 Largest Unsecured Creditors

DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating
EDGE PETROLEUM: Disclosure Statement Hearing on Nov. 10
EDGE PETROLEUM: Gets Approval on All "First-Day Motions"
EDGE PETROLEUM: Case Summary & 30 Largest Unsecured Creditors
EMPIRE RESORTS: Special Stockholders' Meeting on November 10

ENERGY FUTURE: Has $4-Bil. 'Distressed Exchange' Offer
ENRON CORP: Two Ex-Merrill Execs Set for Retrial in February
ERIK BRIONES: Case Summary & 20 Largest Unsecured Creditors
EXCO RESOURCES: S&P Raises Corporate Credit Rating to 'BB-'
EXTENDED STAY: Opposes $1.03 Mil. Fees of McKenna Long

EZ LUBE: Creditors Want to Probe Bruckmann for LBO Role
FANNIE MAE: Preparing Program to Aid Mortgage Banks
FIRST BANCORP: Fitch Downgrades Issuer Default Rating to 'B-'
FLORIDA PLANT: Case Summary & 20 Largest Unsecured Creditors
FLYING J: Denies Rumors on Truck Stop Sale, Restaurant Closing

FONAR CORPORATION: Marcum LLP Raises Going Concern Doubt
FREDDIE TARVER: Case Summary & 5 Largest Unsec. Creditors
FREEDOM COMMUNICATIONS: Committee Balks Bid to Use Cash Collateral
FREEDOM COMMUNICATIONS: Has Until November 16 to Files Schedules
FREEDOM COMMUNICATIONS: U.S. Trustee Forms Five-Member Committee

FREEDOM COMMUNICATIONS: Creditors Blast Houlihan Lokey Involvement
GARY MCDOUGAL: Voluntary Chapter 11 Case Summary
GENTA INC: Amends Lease Agreement with Connell Company
GENERAL MOTORS: Penske Ends Talks to Buy Saturn Brand
GREEN WAY DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors

GREENWOOD ENTERPRISES: Case Summary & 12 Largest Unsec. Creditors
GROUND & POUND LLC: Voluntary Chapter 11 Case Summary
GTC BIOTHERAPEUTICS: Board Appoints Four New Directors
HATTIE CRANE SCHERBACK: Voluntary Chapter 11 Case Summary
HAYES LEMMERZ: Creditors Try to Shred Chapter 11 Plan

HERTZ CORP: Audit Integrity Wants SEC to Probe Hertz
HOVNANIAN ENTERPRISES: Fitch Affirms 'CCC' Issuer Default Rating
INNOVATIER INC: Emerges From Chapter 11; Creditor Recovery at 100%
INSIGNIA SOLUTIONS: Files DollarDays' Business Presentation
INTERDENT SERVICE: Loan Maturity Won't Move Moody's 'Caa2' Rating

IRIDIUM COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating
IRON HORSE GROUP: Voluntary Chapter 11 Case Summary
ISOLAGEN INC: Reorganizes as Fibrocell Science
J.D II INC: Case Summary & 10 Largest Unsecured Creditors
JAMES GLENN HARDY: Voluntary Chapter 11 Case Summary

JOSEPH ZAPATA: Case Summary & 20 Largest Unsecured Creditors
JUPITER FAMILY: Case Summary & 20 Largest Unsecured Creditors
KANSAS CITY SOUTHERN: S&P Gives Stable Outlook, Affirms 'B' Rating
KENT ALAN GARDELLA: Case Summary & 20 Largest Unsecured Creditors
KOCH GROUP: Owner Fighting Suit, Tries to Take Co. Out of Ch 11

LAURIE SOLLER D.D.S.: Case Summary & 2 Largest Unsecured Creditors
LE TAP OF ST. GEORGE: Voluntary Chapter 11 Case Summary
LEAR CORP: Judge Opens Door to Patent Suit Against Firm
LEWIS EQUIPMENT: Taps Munsch Hardt as General Bankruptcy Counsel
LIGHTHOUSE FINANCIAL: Files List of 20 Largest Unsecured Creditors

LOCAL INSIGHT: Projected Weak Credit Cues S&P's Junk Ratings
LPATH INC: Extends ASONEP(TM) Collaboration with Merck Serono
LYONDELL CHEMICAL: Trustee Joins Calls for Chapter 11 Examiner
MACLOVIO MARTINEZ: Case Summary & 3 Largest Unsecured Creditors
MARGAUX WESTOVER: Case Summary & 17 Largest Unsecured Creditors

MERISANT WORLDWIDE: Seeks Approval of Newport Global Agreements
MICHAEL WRAY: Files for Chapter 11 Bankruptcy Protection
MIDWEST HOTEL: Case Summary & 2 Largest Unsecured Creditors
MOSHE SEGEV: Case Summary & 20 Largest Unsecured Creditors
NATIONAL DATACOMPUTER: Berens Resigns; Bucacci Assumes CEO Post

NATIONAL PROCESSING: S&P Raises Corporate Credit Rating to 'B'
NBC ACQUISITION: Moody's Gives Stable Outlook; Affirms 'B1' Rating
NEWPAGE CORP: Completes $1.7BB 11.375% Sr. Secured Notes Offering
NEXT 1: Posts $985,000 Net Loss in First Quarter Ended May 31
NORTEL NETWORKS: Ciena Signs $521MM Deal to Buy Ethernet Assets

NORTEL NETWORKS: Has Interim Resolution With IRS on $3BB Tax Claim
NORTHEAST NEUROSURGERY LLC: Voluntary Chapter 11 Case Summary
NOVA CHEMICALS: S&P Puts 'B-' Ratings on CreditWatch Positive
PARKLANE INC: Voluntary Chapter 11 Case Summary
PARMALAT SPA: Bondi to Appeal Dismissal of Suit vs. Grant, Banks

PARMALAT SPA: Completes $100 Mil. Settlement With BofA
PARMALAT SPA: Irish High Court OKs deal With Eurofood IFSC
PARLUX FRAGRANCES: Reports 8% Increase in Q2 Net Sales
PARRISH STROUD: Voluntary Chapter 11 Case Summary
PEANUT CORP: Ron Simon to File 55 Claims for Compensation

PENN TREATY: May Need $1.3 Bil. for Reserves for Claims
PENSKE AUTOMOTIVE: S&P Affirms Corporate Credit Rating at 'B+'
PETROQUEST ENERGY: Moody's Retains 'B3' Corporate Family Rating
PETRORIG: Sells Two Rigs for $950 Mil. to Diamond Offshore
PILGRIM'S PRIDE: Argo Partners, et al., Buy $1.59MM in Claims

PILGRIM'S PRIDE: To Open 150 New Jobs in Suwannee County
PLAINFIELD APARTMENTS: Hearing on PMUA Claim Moved to Oct. 6
PLIANT CORP: Judge Approves Apollo-Backed Chapter 11 Plan
PRESSTEK INC: Lender Group Forbears Until November 30
PROMETRIC INC: Moody's Gives Positive Outlook, Affirms 'B2' Rating

PTC ALLIANCE: Gets Nod to Use $5-Mil. DIP Loan from Black Diamond
PTC ALLIANCE: Wants to Hire Messana Rosner as Del. Special Counsel
PTC ALLIANCE: Wins Approval of 'First Day' Motions
QUIKSILVER INC: Moody's Downgrades Rating on Senior Note to 'Caa2'
RAFAEL ALMONTE RAMIREZ: Case Summary & 20 Largest Unsec. Creditors

RANCHO PACIFIC: Case Summary & 20 Largest Unsecured Creditors
RAPTOR PHARMACEUTICAL: To Issue Up to $30,000,000 in Securities
RAWHIDE OPERATING: Case Summary & 20 Largest Unsecured Creditors
RESERVE PRIMARY: WilmerHale Withdraws Representation in SEC Suit
ROCKWOOD SPECIALTIES: Fitch Affirms Issuer Default Rating at 'B'

RONALD EBBERTS: Case Summary & 5 Largest Unsecured Creditors
ROYAL HAWAIIAN: Case Summary & 20 Largest Unsecured Creditors
RPM INTERNATIONAL: Moody's Assigns 'Ba1' Subordinate Shelf Rating
RRI ENERGY: Increases Size of Cash Tender Offer
SJT VENTURES LLC: Voluntary Chapter 11 Case Summary

SMURFIT-STONE: Appoints Tom Gibson as VP of Sheet Feeder Region
SMURFIT-STONE: Asks Court to Allow Insurer to Pay Defense Costs
SMURFIT-STONE: Canada Hearing on Finance II Interests on Oct. 7
SMURFIT-STONE: CCAA Stay for SSC Canada Extended to Dec. 24
SPANSION INC: Apple Serves Notice to Retain Rights to Spansion IP

SPANSION INC: Gets Nod to Continue Ernst & Young's Services
SPANSION INC: Giles Delfassy, Director, Acquires Stock
SPANSION INC: Jefferies Leveraged Buy Claims
SPECTRUM BRANDS: Moody's Assigns Corporate Family Rating at 'B3'
STALLION OILFIELD: Reaches Deal in Principle With Working Group

STALLION OILFIELD: To File Chapter 11 with Plan to Cut $515MM Debt
STANDARD MOTOR: Registration of Securities Declared Effective
STANT CORP: Manufacturing Plant May be Sold Next Week
STELOR PRODUCTIONS: Case Summary & 20 Largest Unsecured Creditors
STEPHEN JOSEPH MAZZERA: Case Summary & 10 Largest Unsec. Creditors

SUNBRIDGE PATIO VILLAS: Case Summary & 20 Largest Unsec. Creditors
SUN-TIMES MEDIA: Court Approves Sale of Assets to Tyree
SUN-TIMES MEDIA: Ritchie Capital Gives Way for Union/Tyree Deal
TANA SEYBERT: Proposes to Sell Certain Assets to Unimac Tana
TERRI LYNN POLHERT: Case Summary & 20 Largest Unsecured Creditors

TETON ENERGY: Forbearance Pact Extended to October 16
THERMOENERGY CORP: Kemp & Company Raises Going Concern Doubt
THERMOENERGY CORP: Auditor Raised Going Concern in 2008 Results
THORNBURG MORTGAGE: Seeks to Recover Funds From 2 Former Officials
TRUE TEMPER: Files Prepackaged Chapter 11 Plan

TRUMP ENTERTAINMENT: Competing Plans to Be Sent to Creditors
U.S. DEVELOPMENT LAND: Voluntary Chapter 11 Case Summary
UAL CORP: Inks Common Stock Underwriting Deal with JPMorgan, et al
UAL CORP: Says EETC Offering to Generate $90MM in New Liquidity

UTGR INC: Seeks February 28 Extension for Plan Filing
UVRP LLC: Files to Reorganize in Reno
VALCOM INC: Posts Revised Net Loss of $1.3MM 3rd Quarter
VELOCITY EXPRESS: U.S. Trustee Forms Three-Member Committee
VERASUN ENERGY: Gets Court Nod to Assign Pact to RBF Acquisition

VERASUN ENERGY: Gets Court Nod to Solicit Votes on Plan
VERASUN ENERGY: Motion to Approve Sourcegas & Valero Settlement
VERTEBRON INC: Cardo Medical Acquires All Assets for $1.3 Million
VIASYSTEMS INC: Merix Corp. Deal Won't Affect Moody's 'B3' Rating
VIASYSTEMS GROUP: Merix Corp. Deal Won't Affect S&P's B+ Ratings

VYTERIS INC: Has Restructuring Deal with Spencer Trask
VYTERIS INC: Inks Settlement and Release with Landlord
WABASH NATIONAL: Cautiously Optimistic About 2010 Demand Recovery
WARNER CHILCOTT: S&P Withdraws 'B+' Rating on $450 Mil. Notes
WASHINGTON MUTUAL: Gets Court Nod for Bingham as Tax Counsel

WASHINGTON MUTUAL: JPMorgan Gets OK to Intervene in FDIC Suit
WATER PIK: Moody's Upgrades Corporate Family Ratings to 'B2'
WEATHERSFIELD: Case Summary & 20 Largest Unsecured Creditors
WEST CORPORATION: Public Offering Won't Affect Moody's Ratings
WESTFALL TOWNSHIP: Board of Supervisors Block 1% Income Tax

WOODY HARRELL MEDLOCK: Case Summary & 11 Largest Unsec. Creditors
YOURDAY INC: Case Summary & 16 Largest Unsecured Creditors
ZUPEK'S INC: Case Summary & 20 Largest Unsecured Creditors

* Bank Failures Drive Record Mortgage-Related Closings
* Debt-Market Paralysis Deepens Credit Drought
* Fed Scrutinizes Effects of Commercial Real Estate Downturn
* SEC Says Frank's Derivatives Plan May Leave "Regulatory Gaps"

* Clear Thinking Group LLC Partner Resigns
* Goldman Sachs Assistant Gen. Counsel Joins Chadbourne & Parke
* Sage Holdings Acquires Donlin Recano
* SecondMarket Acquires InsideVenture
* Thomas Walper Rejoins Munger, Tolles & Olson Bankruptcy Group

* BOOK REVIEW: Unique Value: The Secret of All Great Business
               Strategies

                            *********

1031 TAX: Settlements-Based Ch. 11 Plan Gets Approval
-----------------------------------------------------
The Bankruptcy Court approved the Chapter 11 plan for 1031 Tax
Group LLC and, according to the Chapter 11 trustee, distributions
of $50 million could being by year's end, Law360 reports.

The Bankruptcy Court held a hearing on October 7 to consider
approval of the Plan, proposed by Gerard A. McHale, the Chapter 11
trustee.  The Plan is built around five groups of settlements with
insurers, former 1031 attorneys, former owners of 1031
intermediaries and Wachovia Bank NA, which will provide a total of
$92 million in funding for 1031 Tax's Chapter 11 plan.

As reported by the TCR on Sept. 4, 2009, under the Plan, holders
of general unsecured claims aggregating $150 million will recover
35% of their claims.  Holders of these claims identified as
"exchangers" will recover up to 44% after giving effect to a class
action agreement.  Creditors that have higher rank to unsecured
creditors will receiver full recovery.  Holders of equity
interests won't get anything.

On the effective date, a liquidating trust will be formed to
implement the settlement agreements, and to pursue causes of
action.  The projected cash balance of the Liquidation Trust as of
the effective date is $78,970,000.  This amount will be funded by
the $70,277,500 collectively payable under the settlement
agreements plus cash on hand of $5,897,000 and an anticipated tax
refund of $2,800,000.

The Plan is being co-proposed by debtor IPofA Shreveport
Industrial Park, LLC.  The Plan also provides for the
reorganization of IPofA Shreveport, which owns the Mineral
Servitude (the below-ground rights to exploit the shale gas
deposits in a property in Shreveport, LA).  The Liquidating
Trustee will be the sole member of IpofA Shreveport.  Reorganized
IPofA Shreveport's activities will relate solely to maximizing any
revenues that may be potentially generated or derived from the
Mineral Servitude.

The Chapter 11 trustee said in its plan that it has pending
lawsuits against, or possible settlements with, JPS NH LLC,
Boulder Capital LLC, WH Hialeah Investors V, LLC, and Citibank,
N.A.  The Chapter 11 trustee has also commenced an action against
Mr. Okun seeking a judgment in the amount of $150 million.

A copy of the August 12 Plan and Disclosure Statement is available
for free at http://bankrupt.com/misc/1031_Tax_DS_Plan.pdf

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.

The Company and 15 of its affiliates filed for Chapter 11
protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447
through 07-11462).  Gerard A. McHale, Jr., was appointed Chapter
11 trustee.  Jonathan L. Flaxer, Esq., and David J. Eisenman,
Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, represent the
Chapter 11 trustee.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud, among other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


945 DEVELOPMENT GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: 945 Development Group LLC
        11000 N Scottsdale Rd Suite 270
        Scottsdale, AZ 85254

Bankruptcy Case No.: 09-25101

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
IDG Innovative Development Group LLC               09-25104

Chapter 11 Petition Date: October 6, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima PLC
                  4000 N Scottsdale Rd, Suite 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.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 Michael A. Lanning, president of the
Company.


ABITIBIBOWATER INC: Mill Production Cuts to Affect 1,500 Jobs
-------------------------------------------------------------
AbitibiBowater related mid-September that it will "suspend
production indefinitely" at three Canadian mills and four other
mills, including one in the United States, affecting 1,500
Canadian workers, Tara Brautigam of the Canadian Press reported.

The cuts, which will begin on October 31, are part of the
corporate streamlining implemented by AbitibiBowater, in its
restructuring efforts under the bankruptcy protection laws in
Canada and the United States, according to the report.

Specifically, AbitibiBowater will completely shut down operations
at (i) a digital printing paper plant in Beaupre, Quebec, leaving
340 workers without jobs, (ii) one of two newsprint machines in
Clermont, Quebec, laying off 120 workers, and (iii) a commercial
printing paper machine in Fort Frances, Ontario, rendering 75
people jobless.

The Company will also cut half of its production at a newsprint
plant in Brooklyn, Nova Scotia, which will result in reduced work
hours for 300 employees.  Production will also be interrupted in
Coosa Pines, Alabama, where the Company will lay off 85 workers,
the report further specified.

Dave Coles, president of the Communications, Energy and
Paperworkers Union of Canada said the closures were preventable
and union members were "angry with the company and cynical about
their governments," noting that the cuts are "disasters of
historical proportions for communities that have been a mainstay
of the Canadian forest industry."

"The Canadian government had only to put in place a program of
loan guarantees for forest companies forced into CCAA protection
because of the credit crisis.  But clearly, when it comes to our
forest industry, nothing is too large to fail, and no economic
disaster is too large for government to ignore," Mr. Coles said
in a statement, according to The Canadian Press.

Pierre Choquette, a spokesman for the AbitibiBowater, attributed
the production cuts to "lessening demand."  He specified, among
other things, that there had been a 30% drop in demand in
newsprint since the beginning of the year.

Mr. Choquette told the newspaper that it is unclear when the
operations would resume.

                     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: Paul Weiss Charges $3.3MM for 3.5 Months' Work
------------------------------------------------------------------
Ten professionals retained by AbitibiBowater Inc. and its
affiliates filed with the Court their interim quarterly requests
for the allowance of fees and reimbursement of expenses for
services rendered in these Chapter 11 cases for April through July
2009:

Professional              Fee Period        Fees       Expenses
------------              ----------      --------     --------
Paul, Weiss, Rifkind,     4/16/09 to   $3,314,539     $183,216
Wharton & Garrison LLP    7/31/09

Blackstone Advisory       4/16/09 to    1,574,000       21,023
Services L.P.             6/30/09

Deloitte Tax LLP          4/16/09 to      726,986       33,647
                           7/31/09

Huron Consulting LLC      4/16/09 to      715,602      144,724
                           7/31/09

Troutman Sanders LLP      4/16/09 to      520,639       21,118
                           7/31/09

Ernst & Young LLP         4/16/09 to      359,174        4,776
                           6/30/09

PricewaterhouseCoopers    5/11/09 to      305,992            0
LLP, U.S.                 7/31/09

Young Conaway Stargatt    4/16/09 to      339,619       90,181
& Taylor, LLP             7/31/09

Hogan Hartson LLP         7/14/09 to       55,325           63
                           7/31/09

Direct Fee Review LLC     7/14/09 to        2,590        2,072
                           7/31/09

The Court will consider approval of the Quarterly Fee
Applications on November 24, 2009.  Objections, if any, must be
filed by October 5.

                     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: Sierra Liquidity Buys $21,000 Claims
--------------------------------------------------------
In separate statements, these entities notified the Court and
parties-in-interest that for the period from May 7, 2009 to
August 18, 2009, they absolutely and unconditionally sold,
conveyed and transferred all their right, title, benefit and
interest in these claims, totaling $21,292, to Sierra Liquidity
Fund LLC:

                                                        Claim
Transferor                             Claim No.       Amount
----------                             ---------       ------
Ceramic and Metal Coatings Company     undisclosed    $14,598
Hach Company                           undisclosed      1,212
Hach Company                           undisclosed      1,553
Hach Company                           undisclosed      1,935
Hach Company                           undisclosed         26
Industrial Components Co.              undisclosed      2,118
Piney Creek Logging                    undisclosed      4,781
Piney Creek Logging                    undisclosed      3,549
Ridge Line Timber, Inc.                undisclosed        698
Valwood Corporation                    undisclosed        822

                     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).


ACCURIDE CORP: Files Chapter 11 with Restructuring Plan
-------------------------------------------------------
Accuride Corporation on October 8 said it has agreed to a balance
sheet restructuring with the ad hoc committee of holders of its
8-1/2 percent senior subordinated notes and the steering committee
of senior lenders under its credit agreement.

In the proposed debt restructuring transaction:

    * Accuride will amend its existing credit agreement to modify
      certain financial covenants and extend its maturity through
      June 30, 2013.

    * The Notes will be cancelled and noteholders will receive 98%
      of the common stock of the reorganized Accuride, subject to
      dilution, including dilution for stock issued upon
      conversion of the new notes and warrants described below.

    * The reorganized Accuride will complete a $140 million rights
      offering of new senior unsecured convertible notes to
      current noteholders.  The rights offering is fully
      backstopped by certain current Noteholders. The new notes
      will be convertible into 60 percent of the common stock of
      the reorganized Accuride.  A portion of the proceeds from
      the rights offering will be used to repay the "last-out"
      term loan currently held by an affiliate of Sun Capital
      Partners, with the remainder to provide on-going liquidity
      for Accuride's business.

    * Unsecured trade creditors will be unimpaired and their
      claims will be paid in full.

    * Current stockholders will receive 2 percent of the common
      stock of the reorganized Accuride and two-year warrants
      exercisable for 15 percent of the common stock of the
      reorganized Accuride, subject to dilution, including
      dilution for stock issued upon conversion of the new notes.
      The warrants provide the opportunity for an additional
      recovery to the prepetition equity holders in the event that
      the Company reaches certain equity value targets during the
      two years following the warrants' issue.

To complete the proposed restructuring, Accuride's U.S. entities
filed a voluntary petition for protection under Chapter 11 of the
U.S. Bankruptcy Code and are seeking approval for the proposed
plan of reorganization. Accuride's Canadian and Mexican
subsidiaries are not included in the bankruptcy filing. All
operations will continue to operate "business as usual." With the
prearranged agreement Accuride is hopeful that it will be able to
emerge from bankruptcy on an expedited basis with a confirmed plan
of reorganization.

To ensure that Accuride will continue conducting its business in
the ordinary course without interruption, the Company has secured
a $50 million "debtor-in-possession" credit facility to be
provided by certain of its senior lenders and noteholders.  The
financing will provide peace of mind to Accuride's customers and
suppliers and allow the Company to maintain or restore normal
trade terms with suppliers.

"Accuride's debt restructuring efforts are designed to create a
sustainable capital structure that will support greater
profitability and solidify the Company's position as the market
leader in its product categories," said Bill Lasky, Accuride's
President, CEO, and Chairman of the Board. "Accuride expects to
quickly emerge from Chapter 11 having rationalized its capital
structure and de-levered its balance sheet. I believe this
restructuring transaction maximizes our financial flexibility and
positions Accuride for future growth."

                        About Accuride Corp.

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

As of June 30, 2009, the Company had $704.7 million in total
assets; $732.0 million in total current liabilities and $114.0
million in other liabilities; and $141.4 million in stockholders'
deficiency.

As reported by the TCR on September 7, 2009, Moody's Investors
Service lowered Accuride's Probability of Default Rating and
Corporate Family Rating to Ca\LD and Ca, respectively.  Moody's
believes that the company's continued financial difficulties
increase the likelihood of a distressed exchange or a bankruptcy
filing as the company seeks to restructure its business


AEP INDUSTRIES: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
AEP Industries Inc to B1 from B2 and revised the rating outlook to
stable from negative.  Other instrument ratings are detailed
below.

The upgrade reflects the significant improvement in operating
performance, credit metrics and liquidity over the last twelve
months.  AEP has successfully integrated the Atlantis acquisition,
cut costs and executed in a challenging competitive environment.
The dedication of free cash flow to debt reduction has returned
debt to the pre-acquisition level while cash flow continues to
benefit from incremental sales and synergies from the acquisition.
The repayment of revolver borrowings used to finance the
acquisition has significantly improved liquidity as well.  While
continued softness may drag on operating performance over the near
term, the company's low leverage and strong interest coverage,
free cash flow and liquidity provide some cushion to the rating.
Additionally, AEP's continuing focus on rational pricing, cost
cutting and debt reduction also support the rating.

The rating on the $160 million senior secured notes due 2013 is
sensitive to an increase in the borrowing base under the asset
based revolver (not rated by Moody's).  Any increase in the
borrowing base beyond the modeled amount could cause the
instrument to be notched down to B3 according to the Loss Given
Default methodology.

Moody's took these rating actions for AEP:

* Upgrade $160 million senior notes, due 2013, B2 (LGD 5, 75%)
  from B3 (LGD 5, 76%)

* Upgrade corporate family rating, B1 from B2

* Upgrade probability of default rating, B1 from B2

The ratings outlook is revised to stable from negative.

Moody's last rating action on AEP occurred on January 22, 2009
when Moody's downgraded the corporate family rating to B2 from B1
and revised the outlook to negative from stable.

AEP Industries Inc is a producer of polyethylene, polyvinyl
chloride and polypropylene flexible packaging products for
transportation, food and beverage, automotive, pharmaceutical,
chemical, electronics, construction, agriculture and textile
industries.  Headquartered in South Hackensack, N.J., AEP had
consolidated revenues of approximately $753 million in the twelve
months ended July 31, 2009.


AIRTRAN HOLDINGS: S&P Assigns 'CCC-' Rating on $75 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
senior to Orlando, Florida-based AirTran Holdings Inc.'s
(CCC+/Positive/--) $75 million convertible senior notes due 2016.
S&P also assigned its '6' recovery rating, indicating negligible
(0-10%) recovery in a payment default to the notes.  At the same
time, S&P affirmed its 'CCC+' long-term corporate credit rating on
AirTran and revised the outlook to positive from stable.

"The outlook revision reflects improved liquidity and continuing
satisfactory operating performance in a difficult airline industry
environment," said Standard & Poor's credit analyst Philip
Baggaley.  "The notes and a concurrent offering of nine million
shares of common stock (about $45 million) provide a material
boost to AirTran's liquidity (unrestricted cash and short-term
investments were $387 million as of June 30, 2009)," he continued.

The ratings on AirTran reflect a modest competitive position in
the U.S. airline industry and a highly leveraged financial
profile.  The ratings on AirTran also incorporate benefits of its
relatively low operating costs.

Continued profitability that results in funds flow to total debt
consistently above 10% could result in a modest upgrade over the
next year.  If unrestricted cash and credit line availability
decline to below $250 million, or if S&P believes that earnings
and the cash flow outlook are likely to lead to such a result, S&P
could lower the ratings.  S&P would consider a stable outlook if
operating results lead to funds flow to debt in the mid-single-
digit percent range.


ALASKA LODGES: Fishing Lodge to Be Sold to Pay KeyBank
------------------------------------------------------
James Thorner at St. Petersburg Times reports that Alaska Lodges
Inc.'s Merrill Wood has proposed selling an Alaskan fishing lodge
property to fend off bankruptcy creditors.  Mr. Wood bought
Fishing Unlimited Lodge in Port Alsworth, Alaska, in 2000.  He
suggested clearing more than $1 million in debts to Alaska's
KeyBank by selling off his nine-cabin lodge 160 miles southwest of
Anchorage, St. Petersburg Times states.

St. Petersburg, Florida-based Alaska Lodges, Inc., dba Alaska's
Fishing Unlimited Lodge filed for Chapter 11 bankruptcy protection
on July 13, 2009 (Bankr. M.D. Fla. Case No. 09-14966).  Camille J.
Iurillo, Esq., at Iurillo & Associates PA, assists the Company in
its restructuring efforts.  The Company listed $3,146,712 in
assets and $1,732,462 in liabilities.


AMAPOLA ORANGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Amapola Orange, LLC
        317 Mahogany St.
        Hemet, CA 92543

Bankruptcy Case No.: 09-28798

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Charles M. Damus, Esq.
                  Damus & Associates
                  624 S 6th St
                  Las Vegas, NV 89101
                  Tel: (702) 382-5034
                  Fax: (702) 384-9289
                  Email: c.damus@damuslaw.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
$6,793,264, and total debts of $5,000,000.

The Company says it does not have unsecured creditors who are non
insiders when it filed its petition.

The petition was signed by Edith Cserni, managing member of the
Company.


AMERICAN COMMUNITY: Chapter 11 Case Dismissed by Judge
------------------------------------------------------
According to Michael Bathon at Bloomberg News, the Bankruptcy
Court Judge Kevin Carey has ordered the dismissal of the Chapter
11 cases of American Community Newspapers LLC, after creditors
said there was no possibility of rehabilitation.

The Bank of Montreal, Chicago Branch, has objected to the request
to dismiss American Community's Chapter 11 bankruptcy case.  Bank
of Montreal argued that dismissal of the Chapter 11 case is not in
the best interests of the approximately 3% of remaining general
unsecured creditors, who would benefit more from "conversion
rather than dismissal" of the Debtor's case.

As reported by the TCR on August 6, 2009, the official committee
of unsecured creditors of American Community Newspapers has asked
the Bankruptcy Court to dismiss the Chapter 11 case.  The
Committee argues that "the [D]ebtors' cases were never commenced
with the intention or purpose of pursuing a Chapter 11 plan
process."

American Community had earlier asked the Court to convert its
bankruptcy case to a liquidation under Chapter 7.  The Debtor says
that it has no funds to maintain its Chapter 11 case.

American Community sold its assets in June.  The secured lenders,
owed $107 million on a term loan and revolving credit, acquired
the assets for a $32 million credit against the loan.  They also
agreed to pay the cost of curing defaults on contracts they took
over plus whatever was outstanding on the $5 million credit for
Chapter 11 case that required a quick sale.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- had 86
newspapers, 14 other publications, and 85 Web sites serving
Minneapolis-St. Paul, Dallas, suburban Washington and Columbus,
Ohio.  The Company's award winning group of 86 newspapers and
fourteen niche publications reached approximately 1.4 million
households in the suburban communities surrounding these major
cities and enjoys market leading circulation penetration in all of
its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  When the Debtors
filed for protection from their creditors, they listed assets
between $50 million and $100 million, and debts between
$100 million and $500 million.


AMERICAN REPROGRAPHICS: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB-' corporate credit rating, on Walnut Creek, California-
based American Reprographics LLC, the largest U.S. provider of
outsourced reprographics and related business services.  The
rating outlook remains negative.

The ratings affirmation follows the company's announcement
yesterday that it had successfully negotiated an amendment to its
senior secured credit facility, which included several provisions
that, in S&P's view, moderately improve ARC's credit profile.  The
company also announced that it has revised its 2009 earnings per
share guidance downward to the range of $0.27 to $0.33 (excluding
one-time charges related to the amendment) from a range of $0.50
to $0.70.  Management suggested that the revised earnings guidance
points to a 2009 revenue range of $485 million to $495 million,
which is somewhat worse than S&P's previous expectation of about
$520 million.  Given trends this year and Standard & Poor's
economists' expectations for nonresidential construction spending
to decline by another 17% in 2010, S&P has revised its estimates
and now expect American Reprographics' revenue to decline by about
30% (from S&P's previous expectation of about 25%) in 2009, and in
the low-teens percentage area next year.

"Despite S&P's lowered expectations for 2009 and 2010 performance,
S&P anticipate that credit measures will remain in line with the
'BB-' rating," said Standard & Poor's credit analyst Liz
Fairbanks.  "We expect that EBITDA declines will be limited to the
high-30% area in 2009 and the mid-teens area in 2010, due to
successful cost-cutting measures that the company has already
implemented."

The company prepaid $35 million of its term loan in conjunction
with the amendment announced yesterday, and S&P expects ARC to
continue to use free cash flow to repay debt as long as the
operating environment continues to be weak.  For the 12 months
ended June 2009, S&P's measure of total lease-adjusted debt to
EBITDA was 3.0x.  With about $55 million of total debt repayment
expected this year, which includes the $35 million prepayment and
about $20 million of scheduled amortization, S&P expects leverage
to increase to the low- to mid-3x area by December and to peak in
the mid-3x area in 2010.  With the announced 200-basis-point
increase in interest costs, partially offset by the lower debt
balances, S&P expects its measure of adjusted coverage to remain
in the mid- to high-3x area over the intermediate term.


AMERICAN TREE CO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Tree Co., Inc.
        663 St. Rt. 149
        PO Box 786
        Lake George, NY 12845

Bankruptcy Case No.: 09-13753

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Christian H. Dribusch, Esq.
                  Patroon Building
                  5 Clinton Square
                  Albany, NY 12207
                  Tel: (518) 436-1662
                  Fax: (518) 432-1996
                  Email: cdribusch@nycap.rr.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 $2,668,173,
and total debts of $1,362,390.

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Daniel Stranahan, president of the
Company.


AMERITYRE CORP: Auditors Express Going Concern Opinion
------------------------------------------------------
Amerityre Corporation said on Oct. 5, as required by Nasdaq
Marketplace Rule 5250(b)(2), its previously filed consolidated
financial statements for the fiscal year ended June 30, 2009,
included in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on September 28, 2009,
contained a going concern qualification from its independent
registered public accounting firm.  Nasdaq Marketplace Rule
5250(b)(2) requires separate public disclosure of a previously
issued audit opinion that contains a going concern qualification.

Amerityre Corporation (Nasdaq: AMTY) -- http://www.amerityre.com/
-- is engaged in the research and development of technologies
related to the formulation of polyurethane compounds and the
manufacturing process for producing tires from polyurethane. The
Company's polyurethane material technology is based on two
formulations: the closed-cell polyurethane foam, which is a
lightweight material with high load-bearing capabilities for
light-use applications, and Elastothane, a polyurethane elastomer
with high load-bearing capabilities suitable for heavy-use
applications. The Company is developing tires and treads for tires
using Elastothane for a range of applications. In March 2008, the
Company acquired molds and models from a manufacturer of
polyurethane foam tires, Kik Technology, Inc.


ANGIOTECH PHARMACEUTICALS: S&P Raises Corp. Credit Rating to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Vancouver-based Angiotech
Pharmaceuticals Inc. by two notches to 'CCC' from 'CC'.  The
outlook is negative.

At the same time, S&P raised its rating on the company's
US$325 million senior unsecured notes two notches to 'CCC' (the
same as the corporate credit rating on Angiotech) from 'CC'.  The
recovery rating on the unsecured notes is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in a
default scenario.  Furthermore, S&P raised its rating on the
company's US$250 million senior subordinated notes to 'CC' (two
notches below the corporate credit rating) from 'C'.  The recovery
rating on the subordinated notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in a default
scenario.

Finally, S&P removed all the ratings from CreditWatch with
positive implications, where they were placed June 25, 2009.

"The upgrade reflects what S&P considers to be Angiotech's reduced
risk of default in the near term because of the improvement in its
liquidity position, which has enabled the company to continue
operations," said Standard & Poor's credit analyst Lori Harris.

Earlier this year, Angiotech received US$25 million as
consideration for the Amended and Restated Distribution and
License Agreement with Baxter International Inc. (A+/Positive/A-
1).  In addition, the company obtained a new US$25 million
revolving credit facility due 2013.  As a result, Angiotech had
US$52 million in cash/short-term investments and no drawings under
the revolving credit facility at June 30, 2009.  Still, despite
management's efforts to cut costs, the company remained cash flow
negative for the 12 months ended June 30.

"The ratings on Angiotech reflect S&P's view of the company's
limited financial flexibility, highly leveraged capital structure,
tightening financial covenants, and uncertainty regarding the
timing and extent of revenue growth from new products," Ms.
Harris added.

Angiotech is a specialty pharmaceutical company whose core
strength is adding pharmaceutical compounds to medical devices
used by surgeons.  The company's business is largely broken down
into two segments: medical products and pharmaceutical
technologies.

The negative outlook reflects Standard & Poor's expectation that
Angiotech's financial flexibility and credit ratios will remain
weak in the next year, driven by elevated debt levels and negative
free cash flow.  S&P could lower the ratings if the company's
liquidity position weakens or if it does not comply with its
financial covenants and is unable to obtain an amendment or waiver
to rectify the situation.  Conversely, S&P could revise the
outlook to stable if the contribution from new products or
divestment of assets leads to an improvement in free cash flow
generation.


ASARCO LLC: Parent Renews Request for Stay of SCC Reimbursement
---------------------------------------------------------------
Americas Mining Corporation and Asarco Incorporated further renew
their request to stay, pending appeal, the order entered on
April 15, 2009, by the U.S. District Court for the Southern
District of Texas, Brownsville Division, approving the expense
reimbursement in connection with the auction and proposed sale in
favor of ASARCO LLC, in the litigation against AMC relating to
shares of Southern Peru Copper Company, now known as Southern
Copper Corporation.

On September 17, 2009, the District Court ruled "that all
appellate briefing is stayed pending entry of a Final Confirmation
Order" in the Debtors' bankruptcy cases.  The Parent now requests
that the stay of the Reimbursement Order be extended through the
pendency of its appeal of the Reimbursement Order -- as originally
contemplated in the Original Stay Motion.  In the alternative, the
Parent seeks that the stay be extended pending entry of a Final
Confirmation Order.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, relates that since the Original Stay Motion was
approved, Judge Schmidt has entered reports all recommending that
the District Court enter a Final Confirmation Order confirming the
Parent's Plan.

For the same reasons that the Bankruptcy Court entered the initial
Stay Order and the renewed Stay Order, a further stay of the
Reimbursement Order is warranted, Mr. Beckham contends.  "Such a
stay would be consistent with the District Court's order staying
all appellate briefing pending entry of a Final Confirmation
Order," he points out.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Plan Solicitation Deadline Moved to Dec. 31
-------------------------------------------------------
Judge Richard Schmidt has granted an extension of the exclusive
period to solicit acceptances of plans of reorganization for
Asarco LLC through December 31, 2009.  The exclusive period will
continue as to ASARCO LLC, Grupo Mexico's Asarco Incorporated and
Americas Mining Corporation, and Harbinger Capital Partners Master
Fund I, Ltd., to allow them to pursue confirmation of their
competing plans and solicit acceptances of those plans.

              Bankruptcy Judge Favors Grupo Plan

As reported by the TCR on Sept. 25, 2009, Bankruptcy Judge Richard
Schmidt stuck with his original decision that ASARCO LLC should
emerge from bankruptcy with Grupo Mexico LLC's proposed Chapter 11
plan and bid to regain control of its unit.

On August 31, Judge Schmidt issued a decision that Grupo's Mexico
offer was superior to Asarco LLC's plan, which was built around a
sale of the business to Sterlite Industries (India) Ltd., a unit
of India's Vedanta Resources Plc.

But after Judge Schmidt entered an decision recommending to
District Court Judge Andrew S. Hanen to recommend Grupo's plan,
Sterlite beefed up its offer for the business and stated that it
would release Grupo from a $8 billion liability in connection with
the $9.13 billion judgement against Grupo in connection with the
suit that it forced its unit to sell shares in Southern Peru
Copper Company, now known as Southern Copper Corporation.

In a September 24 ruling, Judge Schmidt, however, rejected
Sterlite's request that its bid, made after he made his Aug. 31
decision, should be considered by the federal judge who will
decide which company gets Asarco.  Letting Sterlite revise its bid
would be "fundamentally unfair," he said.

Judge Schmidt also said that Grupo's failure to reach an agreement
with the United Steel Workers does not render its plan unfeasible.
He said that the risk of a union strike is overstated.

Grupo Mexico and Sterlite have filed full-payment plans, each
promising to return full principal and interest to the creditors.
ASARCO LLC's plan sells the assets to Sterlite for $1.44 billion
in cash plus $722 million to monetize the SCC Litigation Trust.
In its plan, Grupo Mexico will contribute to the Debtor
$2.2 billion cash.

A copy of Judge Schmidt's latest recommendation to the District
Court is available for free at:

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

District Judge Hanen is expected to rule on the Plan in November
2009.  The Debtors are expected to emerge from bankruptcy by the
end of 2009 should Judge Hanen accept the Bankruptcy Court's
recommendation, Grupo Mexico SAB said.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Sterlite, Union Oppose Recommendation on Grupo Plan
---------------------------------------------------------------
Several key parties of the Debtors' bankruptcy cases filed
separate supplemental objections against Judge Richard S.
Schmidt's report and recommendation to District Court Judge Andrew
S. Hanen (i) not to consider the Post-Recommendation Plan of
Reorganization filed by the Debtors on September 10, 2009, or (ii)
in the alternative, if the District Court considers the Post-
Recommendation Plan, to confirm the Plan proposed by Asarco
Incorporated and Americas Mining Corporation.

The objecting parties are:

   -- ASARCO LLC and its Subsidiary Debtors;
   -- Sterlite (USA), Inc., and Sterlite Industries (India) Ltd.;
   -- the state of Arizona; and
   -- the United Steel, Paper and Forestry, Rubber,
      Manufacturing, Energy, Allied Industrial and Service
      Workers International Union AFL-CIO.

As previously reported, Judge Schmidt has recommended the
confirmation of the Parent Plan saying that it achieves good
objective consequences because it provides a cash recovery in full
satisfaction of creditor's claims, the greatest immediate recovery
to various constituencies, and certainty of funding.  The Parent's
Plan, valued at $3.6 billion, complies with all of the
requirements of the Bankruptcy Code and should be confirmed, Judge
Schmidt opined in a 137-page report and recommendation dated
August 31, 2009.

Certain parties supporting the Debtors' Plan have filed objections
to the original recommendation.  The Debtors eventually filed
their Post-Recommendation Plan on September 10, 2009, to further
compete with the Parent Plan.

Full-text copies of the objections are available for free at:

    * http://bankrupt.com/misc/ASARCO_Obj_2ndReport_Debtors.pdf
    * http://bankrupt.com/misc/ASARCO_Obj_2ndReport_Sterlite.pdf
    * http://bankrupt.com/misc/ASARCO_Obj_2ndReport_Arizona.pdf
    * http://bankrupt.com/misc/ASARCO_Obj_2ndReport_USW.pdf

                     Supplemental Objections

A. Debtors

Although Sterlite made its proposal to give the U.S. Bankruptcy
Court for the Southern District of Texas and creditors the benefit
of additional consideration after Judge Schmidt's Original
Recommendation, ASARCO LLC and its debtor affiliates say the
District Court should still consider the ASARCO-Sterlite Post-
Recommendation Plan.

The competition in these bankruptcy cases has led to the proposal
of two full payment plans filed by the Debtors and the Parent,
Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
notes.  That continued competition, he asserts, will best assure
that both Plans remain for the District Court to consider and that
the Plan chosen by the District Court actually closes.  In this
light, the Debtors object to the Bankruptcy Court's Second
Recommendation and urge the District Court to consider their Post-
Recommendation Plan.

Aside from providing greater immediate cash recoveries to certain
creditors, the Post-Recommendation Plan also ensures the continued
viability of the Sterlite option not to terminate the New Plan
Sponsor Purchase and Sale Agreement under the Debtors' Plan if the
District Court does not adopt the Bankruptcy Court's
recommendation, or if the Parent fails to close its Plan if
confirmed, Mr. Kinzie points out.

The filing of the Post-Recommendation Plan serves a necessary
purpose and is not a product of gamesmanship, Mr. Kinzie contends.
The Post-Recommendation Plan will not cause delay for the Debtors
do not seek to reopen the evidence, otherwise alter the schedule
for review by the District Court, or delay resolution of the
bankruptcy cases, he maintains.

B. Sterlite Entities

Douglas P. Bartner, Esq., at Shearman & Sterling LLP, in New York,
tells Judge Schmidt that Sterlite and the Debtors submitted the
Post-Recommendation Plan for further review by the District Court
with the aim of clarifying and resolving a limited set of errors
and disputes regarding the consideration provided under the
Debtors' Original Plan.  Similarly, he adds, the stipulations made
by Sterlite in its supplemental brief are intended to further
minimize disputed issues and to eliminate potential delays in the
confirmation process.

Accordingly, Mr. Bartner asserts, the Stipulations and the Post-
Recommendation Plan will facilitate the District Court's decision-
making process and will expedite confirmation by resolving factual
disputes that were not addressed by the Bankruptcy Court, and
doing so in a manner that is not prejudicial to any party
involved.

Consideration of the Stipulations and the Post-Recommendation Plan
is permitted under applicable law and is in the best interests of
the Debtors' creditors and other stakeholders, Mr. Bartner argues.
He adds that the consideration will conserve judicial resources by
narrowing the disputes truly at issue at this point to a pair of
critical legal questions:

   (1) Can the Parent's Plan be confirmed notwithstanding the
       Parent's failure to negotiate an agreement with the United
       Steel Workers and in light of the plain language and clear
       intent of the Special Successorship Clause, which require
       the Parent to have done so?

   (2) Does the Bankruptcy Code provide that a bid supported by
       an equity holder must be confirmed if the bid provides for
       payment of allowed claims of creditors in full,
       notwithstanding that the creditors overwhelmingly prefer
       an alternative bid that provides them superior economic
       and non-economic treatment?

Mr. Bartner further argues that the Post-Recommendation Plan
should be considered because it was submitted to address errors,
will not result in delay, and is permitted under the plain
language of Section 1127(a) of the Bankruptcy Code.  It should
also be considered along with the Stipulations to expedite the
confirmation process and eliminate judicial errors, he adds.

C. USW

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO adopts by reference the supplements to the objections
filed by the Debtors, Sterlite (USA), Inc., Sterlite Industries
(India) Ltd., and the state of Arizona.

The USW says it recognizes the Bankruptcy Court's obvious concern
with an expeditious exit from bankruptcy, often expressed as a
concern regarding a delay in confirmation of the Parent's Plan.
However, the USW argues that as the Supreme Court has warned,
while "[o]ne can easily sympathize with the desire of a Court to
terminate bankruptcy reorganization proceedings, for they are
frequently protracted," the "need for expedition" is "not a
justification for abandoning proper standards," citing Protective
Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v.
Anderson, 390 U.S. 414, 450 (1968).

A philosophical view as to whether ASARCO's employees have been
treated equitably, or whether the Parent has offered to pay a
sufficient amount to recompense for its misdeeds, is not a
substitute for conclusions mandated by an appropriate analysis of
the facts and controlling law, Patrick M. Flynn, Esq., in Houston,
Texas, contends.  He points out that USW's objection raise several
issues, including the concern that the Parent Plan cannot be
confirmed because it is in violation of the Special Successorship
Clause of the 2007 collective bargaining agreement between the USW
and the Debtors, which constitutes the law of the case.

The facts and law mandate that the District Court honor the
requirements of the SSC, confirm that Debtors' Plan, and thereby
bring about a successful culmination of the bankruptcy that is
both expeditious and consistent with the law, Mr. Flynn asserts.

D. State of Arizona

The state of Arizona alleges that in coming to his findings, Judge
Schmidt did not adequately consider the long-term feasibility of
Parent's Plan and its ability to successfully carry out ASARCO's
operations without returning to the shelter of the Bankruptcy
Court.  Arizona insists that the Debtors' Plan provides the
greatest opportunity for long-term financial success of the new
operating company.

At Arizona's behest, Judge Hanen has allowed the State to file a
late objection to the Bankruptcy Court's Recommendation.

Rick Zeise, Esq., of the Office of the Arizona Attorney General,
in Phoenix, Arizona, asserts that the Bankruptcy Court must
consider whether confirmation of a plan is likely to be followed
by the need for further financial reorganization of the debtor.
He argues that the capital structure under the Parent's Plan
proposes a capital structure that saddles the Reorganized ASARCO
with a $1.3 billion borrowing, which will require quarterly
payments of $45 million beginning six months after closing,
increasing to $98 million per quarter beginning one year after
closing.

The Parent's Plan also overloads Reorganized ASARCO with the
repayment of the $280 million Asbestos Note within one year after
closing, Mr. Zeise contends.  He cites that the Parent's Plan
leaves Grupo Mexico and AMC highly leveraged; there is no
certainty that either will be able to fund the $200 million
working capital facility or fund the employees' pension and
retirees' medical benefits as the amounts become due in the
future.

"The proposed Capital Structure saddles the reorganized Debtor
with obligations requiring it to upstream dividends and sale
proceeds to the Parent to pay off the borrowing facility used to
fund the Plan," Mr. Zeise tells Judge Schmidt.  "The Debtor would
also be responsible to insure that all creditors are paid in
full," he adds, among other things.

The District Court will commence a hearing on October 19, 2009, to
consider the objections.  Judge Hanen says that anyone who wishes
to be heard with respect to the confirmation of the Plans must be
in court because the District Court will not allow telephonic
participation.

                         Parent Responds

ASARCO Incorporated and Americas Mining Corporation submitted to
the Court a 63-page brief in support of, and in response to the
objections filed to, Judge Schmidt's Report and Recommendations
favoring the Parent's Plan.

The Parent asserts that the issues in the matter are whether the
District Court should:

   (i) adopt the Bankruptcy Court's recommended findings of fact
       and conclusions of law;

  (ii) overrule objections to the Bankruptcy Court's
       Recommendation, and

(iii) reject the Debtors' Plan and confirm the Parent's Plan.

Based on the law and evidence, and extensive supplemental briefing
and argument invited by the Bankruptcy Court, Judge Schmidt has
now twice recommended confirmation of the Parent's Plan, which
will pay all creditors in full in cash, including postpetition
interest, and allow the current equity holder to retain its
interest in ASARCO, relates Charles A. Beckham, Jr., Esq., at
Haynes and Boone, LLP, in Houston, Texas.  He notes that in
recommending the Parent's Plan for confirmation, the Bankruptcy
Court provided extensive findings and conclusions, explaining the
reasons for preferring the Parent Plan over the Debtors' Plan.

Specifically, the Bankruptcy Court found that the Parent's Plan is
feasible and proposed in good faith, and that the Parent has
demonstrated its full commitment to consummating the Parent's Plan
by, among other things, transferring cash and securities with a
value of $2.9 billion into a forfeitable escrow account to support
its funding obligations, Mr. Beckham contends.  Most importantly,
he asserts, the Bankruptcy Court concluded that the Parent Plan is
superior to the Debtors' Plan, and that the confirmation of the
Parent Plan, "will culminate perhaps the most successful major
bankruptcy reorganization in history."

The Parent, hence, asks the District Court to adopt the findings
of fact and conclusions of law contained in Judge Schmidt's
Recommendation, confirming the Parent's Plan and denying
confirmation of the various iterations of the Plan filed by the
Debtors, at least one of which was filed after the closing of the
Confirmation Hearing trial.

"The Bankruptcy Court's recommended findings of fact should be
reviewed only for 'clear error,'" Mr. Beckham tells the District
Court.  "The Bankruptcy Court is entitled to great deference in
judging the credibility of witnesses, and in interpreting the
meaning and intent of its own orders."

Mr. Beckham argues that none of the Objecting Parties has
identified any new issues of law or fact that were not before the
Bankruptcy Court prior to the issuance of the Plan
Recommendation, and none of the evidentiary complaints undermine
the Bankruptcy Court's findings, based on the substantial evidence
presented at the Confirmation Hearing, in support of confirmation
of the Parent's Plan.  Instead, he alleges, the Objecting Parties
attempt to rehash arguments the Bankruptcy Court already has
rejected in two separate recommendations and ask the District
Court to substitute their views of the record and the law for the
Bankruptcy Court's sound judgment.

In doing so, Mr. Beckham contends, the Objecting Parties ignore
direct evidence and reasonable inferences that support the
Bankruptcy Court's extensive findings and conclusions in favor of
the confirmation of the Parent's Plan, and the standards by which
the Recommendation should be reviewed.  He argues that the
Objections are meritless, and the District Court should not allow
the Objecting Parties to thwart the successful confirmation and
consummation of the Parent's Plan.

"Ironically, of the few remaining [Objecting Parties], the most
persistent appears to be Sterlite, a disgruntled third party
bidder and a stranger to these Chapter 11 cases that is not a
'party in interest' and has no standing to object to confirmation
of the Parent's Plan," Mr. Beckham points out.  "Sterlite's
objections should not be considered."

Mr. Beckham notes that despite the Bankruptcy Court's
Recommendation that the untimely Debtors' Post-Recommendation Plan
should not be considered and that it remains inferior to the
Parent's Plan, certain of the Objecting Parties now attempt an
end-run around the Bankruptcy Court's clear rulings and ask the
Bankruptcy Court to consider the Post-Recommendation Plan, despite
the fact that it was not subject to discovery or other testing
before the Bankruptcy Court.  Mr. Beckham maintains that Judge
Schmidt thoroughly reviewed the Post-Recommendation Plan and the
circumstances of its submission, and found no legal authority or
reason to consider that Plan.

Mr. Beckham reiterates that the Bankruptcy Court noted that
consideration of the Debtors' Post-Recommendation Plan, filed
after the Debtors' Plan had been rejected as inferior and
inconsistent with the objectives of the Bankruptcy Code, would
require reopening the confirmation trial to afford the Parent due
process, and would threaten to delay or derail the orderly
confirmation process that the District Court envisioned and to
which the Parent, the Debtors, and Sterlite agreed.  He adds that
the Bankruptcy Court found that even if the Post-Recommendation
Plan were considered, the Parent's Plan remains the superior plan
and should be confirmed.

Accordingly, the Parent asks the District Court to adopt the
Bankruptcy Court's Recommendation, and to confirm the Parent's
Plan to bring the Debtors' bankruptcy cases to a prompt
conclusion.

              Bankruptcy Judge Favors Grupo Plan

As reported by the TCR on Sept. 25, 2009, Bankruptcy Judge Richard
Schmidt stuck with his original decision that ASARCO LLC should
emerge from bankruptcy with Grupo Mexico LLC's proposed Chapter 11
plan and bid to regain control of its unit.

On August 31, Judge Schmidt issued a decision that Grupo's Mexico
offer was superior to Asarco LLC's plan, which was built around a
sale of the business to Sterlite Industries (India) Ltd., a unit
of India's Vedanta Resources Plc.

But after Judge Schmidt entered an decision recommending to
District Court Judge Andrew S. Hanen to recommend Grupo's plan,
Sterlite beefed up its offer for the business and stated that it
would release Grupo from a $8 billion liability in connection with
the $9.13 billion judgement against Grupo in connection with the
suit that it forced its unit to sell shares in Southern Peru
Copper Company, now known as Southern Copper Corporation.

In a September 24 ruling, Judge Schmidt, however, rejected
Sterlite's request that its bid, made after he made his Aug. 31
decision, should be considered by the federal judge who will
decide which company gets Asarco.  Letting Sterlite revise its bid
would be "fundamentally unfair," he said.

Judge Schmidt also said that Grupo's failure to reach an agreement
with the United Steel Workers does not render its plan unfeasible.
He said that the risk of a union strike is overstated.

Grupo Mexico and Sterlite have filed full-payment plans, each
promising to return full principal and interest to the creditors.
ASARCO LLC's plan sells the assets to Sterlite for $1.44 billion
in cash plus $722 million to monetize the SCC Litigation Trust.
In its plan, Grupo Mexico will contribute to the Debtor
$2.2 billion cash.

A copy of Judge Schmidt's latest recommendation to the District
Court is available for free at:

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

District Judge Hanen is expected to rule on the Plan in November
2009.  The Debtors are expected to emerge from bankruptcy by the
end of 2009 should Judge Hanen accept the Bankruptcy Court's
recommendation, Grupo Mexico SAB said.

                        About ASARCO LLC

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

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

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

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

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

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

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

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


AURA SYSTEMS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aura Systems Inc.
        2345 E. Garfield Ave.
        Decatur, IL 62526

Bankruptcy Case No.: 09-72982

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Andrew Bourey, Esq.
                  101 S Main, St. #501
                  Decatur, IL 62523
                  Tel: (217) 422-2400
                  Email: bkmail@boureylaw.com

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

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

According to the schedules, the Company has assets of $94,722, and
total debts of $1,258,804.

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/ilcb09-72982.pdf

The petition was signed by Mark L. Sadorus, president of the
Company.


AVIS BUDGET: Offers $300MM of 3.50% Convertible Senior Notes
------------------------------------------------------------
Avis Budget Group, Inc., intends to offer $300 million aggregate
principal amount of 3.50% convertible senior notes due 2014.  The
notes were offered and sold solely to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended.  The offering is expected to close on October 13, 2009.

Avis Budget has also granted the initial purchasers of the notes
the right to purchase up to an additional $45 million aggregate
principal amount of notes solely to cover over-allotments.

In an earlier release, Avis Budget Group said it intended to offer
$250 million aggregate principal amount of convertible senior
notes; and grant the initial purchasers of the notes the right to
purchase up to an additional $37.5 million aggregate principal
amount of notes to cover overallotments.

The initial conversion rate for the notes is 61.5385 shares of
common stock per $1,000 principal amount of the notes, which is
equal to an initial conversion price of approximately $16.25 per
share, representing a 30% conversion premium above the October 7
closing price of Avis Budget's common stock of $12.50 per share.
The notes mature October 1, 2014.  Avis Budget will settle any
conversion of the notes through the delivery of shares of its
common stock.

Avis Budget intends to simultaneously enter into a warrant
transaction and to purchase a convertible note hedge.  The Company
intends to use approximately 10% of the net proceeds from the
offering to pay the cost of the convertible note hedge (after such
cost is partially offset by the proceeds from the warrant
transaction) and to use the balance for general corporate
purposes, including the repayment of debt.  The effect of the
convertible note hedge and warrant transaction, or "call spread",
will be to increase the effective conversion premium of the notes
from the Company's perspective to 80% above today's closing price
of Avis Budget's common stock.  Avis Budget has been advised by
the counterparties to the call spread that they intend to hedge
their exposure under the call spread by entering into various
derivative transactions concurrently with pricing of the offering,
which may have an effect on the market price of Avis Budget's
common stock.

                      About Avis Budget Group

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

                           *     *     *

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


BABUSKI LLC: Trustee May be Appointed to Liquidate Assets
---------------------------------------------------------
Steve Green at Las Vegas Sun reports that U.S. Bankruptcy Judge
Linda Riegel said that she might appoint a trustee to liquidate
Jean Marc El Jwaidi's Babuski LLC.  According to Las Vegas Sun,
Judge Riegel has set an October 22 evidentiary hearing on
competing appraisals that may determine whether creditors other
than Vestin Mortgage -- which is seeking to foreclose on land
Babuski holds at Russell Road -- have any stake in the land.  Las
Vegas Sun states that Judge also set an October 14 hearing on her
own motion that Babuski show cause why the Chapter 11 case should
not be converted to a Chapter 7 liquidation in which the Company
assets would be sold by a trustee.

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


BARZEL INDUSTRIES: Auction of Assets to Proceed October 28
----------------------------------------------------------
The Bankruptcy Court has approved Barzel Industries Inc.'s request
to sell its assets at an auction where Chriscott USA Inc. is lead
bidder, despite objections by some parties.  Chriscott will buy
the assets absent higher and better bids at the auction or absent
any competing bids.

The Court rejected objections to the terms of the auction and
sale.  The Official Committee of Unsecured Creditors had sought to
delay the auction by a month.  The Committee asserted, "the
timeline of the sale, the proposed bid protections, and the terms
of the debtors' postpetition financing together yield cases that
are set up to fail."

Both the Creditors Committee and the U.S. trustee administering
the Chapter 11 bankruptcy case had sought to eliminate a breakup
fee proposed for the stalking bidder.  The Committee proposed the
bid protections to be limited to an expense reimbursement of up to
$750,000.  Despite the objections, the Court approved the break-up
fee equal to 3% of the cash portion of the purchase price and
expense reimbursement of up to $750,000.

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

According to the order signed by the Court, competing bids are due
October 26.  An auction will be held on October 28 if competing
bids in addition to Chriscott's will be received by the bid
deadline.

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

The sale of Barzel to Chriscott would constitute a sale to an
insider.  Barzel acquired all of the stock of Barzel Industries
canada Inc., formerly Novamerican Steel Canada Inc., and formerly
Novamerican steel on November 2007.  The controlling shareholder
of Chriscott was the majority owner of Novamerican Steel Inc.

The Committee also filed an objection to Barzel Industries' motion
to obtain post-petition financing.  The Committee asserts, "The
DIP Lenders and the prepetition Lenders are attempting to improve
their lien position, charge the estates significant interest and
fees and leave the estates with nothing to distribute to other
creditors."

                       About Barzel Industries

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

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). On the same
day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Judge Christopher S. Sontchi presides over the Chapter 11 cases.
J. Kate Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
in Wilmington, Delaware, and Karen M. McKinley, Esq., and Norman
L. Pernick, Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in
Wilmington, Delaware, serve as legal counsel.  Logan & Company
serves as claims and notice agent.  Houihan Lokey Howard & Zukin
Capital, Inc., has been tapped to help the Debtors with the sale
process.


BARZEL INDUSTRIES: Wins Final Approval of $30MM DIP Financing
-------------------------------------------------------------
The Bankruptcy Court has granted final approval to Barzel
Industries Inc.'s request to obtain financing for its U.S. and
Canadian units from lenders led by JP Morgan Chase N.A., as
administrative agent.

The DIP Lenders have agreed to provide financing in an amount no
to exceed $30,000,000 at any one time outstanding.  The loans will
be divided between the Debtors and Barzel Canada.

The JPMorgan led-lenders were the same lenders that provide the
Debtors with $175,000,000 in revolving loans prepetition.  Only
$18,439,000 of those loans are outstanding as of the Petition
Date.  The prepetition obligations will be rolled up in to the DIP
facility.

About $2,250,000 of the DIP financing is budgeted for the winding-
down of the Debtors' estate following the sale of substantially
all its assets under 11 U.S.C. Sec. 363.  Up to $500,000 of the
wind-up amount can be spent for any key employee incentive plan or
related severance to participants in the plan.

The DIP financing requires the Debtors to complete the sale of
their assets within two months form the Petition Date.

The Committee filed an objection to Barzel Industries' motion to
obtain post-petition financing.  The Committee asserts, "The DIP
Lenders and the prepetition Lenders are attempting to improve
their lien position, charge the estates significant interest and
fees and leave the estates with nothing to distribute to other
creditors."

                     About Barzel Industries

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

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). On the same
day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Judge Christopher S. Sontchi presides over the Chapter 11 cases.
J. Kate Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
in Wilmington, Delaware, and Karen M. McKinley, Esq., and Norman
L. Pernick, Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in
Wilmington, Delaware, serve as legal counsel.  Logan & Company
serves as claims and notice agent.  Houihan Lokey Howard & Zukin
Capital, Inc., has been tapped to help the Debtors with the sale
process.


BARZEL INDUSTRIES: U.S. Trustee Forms Three-Member Committee
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors for Barzel Industries Inc. and its debtor-
affiliates.

The members of the Committee:

  a) Severstal Sparrows Point LLC
     Attn: Dawn A. Hlavaty
     14661 Rotunda
     Dearborn, MI 48121
     Tel: (313) 310-6374
     Fax: (313) 337-9362

  b) Northstar Bluescope Steel
     Attn: Joesph Budion
     6767 County Road #9
     Delta, OH 43560
     Tel: (419) 822-2205
     Fax: (419) 822-2276

  c) Ansonia Copper & Brass, Inc.
     Attn: Stephen Turner
     725 Bank Street
     Waterbury, CT 06708
     Tel: (203) 755-6057 x 107
     Fax: (203) 756-1330

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

                     About Barzel Industries

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

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

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). On the same
day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Judge Christopher S. Sontchi presides over the Chapter 11 cases.
J. Kate Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
in Wilmington, Delaware, and Karen M. McKinley, Esq., and Norman
L. Pernick, Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in
Wilmington, Delaware, serve as legal counsel.  Logan & Company
serves as claims and notice agent.  Houihan Lokey Howard & Zukin
Capital, Inc., has been tapped to help the Debtors with the sale
process.


BASSADOUR BUTLER: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------------
David Bracken at News & Observer reports that Bassadour Butler &
Eugene has filed for Chapter 7 bankruptcy protection.

Bassadour Butler & Eugene is a Raleigh-based real estate
development company.  BB&E started in 1994.  The Company provided
design, construction, and consulting services to residential and
commercial projects.


BATTLE CREEK MUTUAL: A.M. Best Affirmed FSR of 'C++'
----------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
C++ (Marginal) and issuer credit rating (ICR) of "b" of Battle
Creek Mutual Insurance Company (Battle Creek) (Battle Creek, NE).
The outlook for both ratings is negative.

Concurrently, A.M. Best has withdrawn the ratings and assigned a
category NR-4 to the FSR and an "nr" to the ICR.  These rating
actions reflect Battle Creek's decision to withdraw from A.M.
Best's interactive rating process.

The ratings reflect Battle Creek's unfavorable operating
performance and deteriorating level of surplus, which negatively
impacted its risk-adjusted capitalization.

Offsetting these negative rating factors is Battle Creek's
longstanding local market presence and management's strategies
designed to improve operating performance.


BEACH PHAM LLC: Chapter 11 Case Summary & Unsecured Creditor
------------------------------------------------------------
Debtor: Beach Pham LLC
        1738 44th Avenue
        San Francisco, CA 94122

Bankruptcy Case No.: 09-20761

Chapter 11 Petition Date: October 6, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Jeffrey B. Smith, Esq.
                  301 E Ocean Blvd, Suite 1700
                  Long Beach, CA 90802
                  Tel: (562) 624-1177
                  Fax: (562) 624-1178
                  Email: jsmith@cgsattys.com

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

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

The Debtor identified SunAmerica Life Insurance Company with a
bank loan debt claim for $2,850,000 (Collateral: $6,500,000;
Unsecured: $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/cacb09-20761.pdf

The petition was signed by Phuong Pham.


BENJAMIN BRASHEN: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Benjamin D. Brashen
        930 1st St. S.
        Kirkland, WA 98033

Bankruptcy Case No.: 09-20406

Chapter 11 Petition Date: October 6, 2009

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

Judge: Thomas T. Glover

Debtor's Counsel: Christina Latta Henry, Esq.
                  Seattle Debt Law LLC
                  705 2nd Ave, Suite 501
                  Seattle, WA 98104
                  Tel: (206) 324-6677
                  Email: chenry@seattledebtlaw.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 $1,342,807,
and total debts of $1,558,120.

A full-text copy of Mr. Brashen's petition, including a list of
his 7 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/wawb09-20406.pdf

The petition was signed by Mr. Brashen.


BERNARD MADOFF: Sterling Didn't Lose Money, May be Clawback Target
------------------------------------------------------------------
Sterling Equities didn't lose money from the Bernard Madoff fraud
and was able to withdraw $50 million over what it invested with
the Madoff firm, Anthony M. Destefano at Newsday reports, citing
people familiar with the matter.

Newsday relates that the court-appointed trustee recovering assets
for Bernard Madoff's fraud victims, could seek to claw back money
from Sterling or others took out in excess of deposits, but Mr.
Picard seems to be going after high rollers like Jeffry Picower,
who is being sued for $7.2 billion.

Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities LLC, 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 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 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.).


BLOCKBUSTER INC: Lonestar Partners Discloses 6.0% Equity Stake
--------------------------------------------------------------
Lonestar Partners, L.P., Lonestar Capital Management LLC, Peter
Levinson, Jerome L. Simon, and Yedi Wong disclose holding
4,331,900 shares or roughly 6.0% of the common stock of
Blockbuster Inc.

Lonestar Capital Management is the investment adviser to and
general partner of Lonestar, with respect to the Shares held by
Lonestar.  Mr. Simon and Mr. Levinson are managing members of LCM.
Mr. Wong is the chief financial officer of LCM.

                         About Blockbuster

Blockbuster, Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
roughly 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BOSQUE POWER: Moody's Downgrades Rating to 'B3' From 'B2'
---------------------------------------------------------
Moody's Investors Service has downgraded the rating of Bosque
Power Company, LLC, to B3 from B2.  The outlook remains negative.

The downgrade reflects the company's failure to achieve
substantial completion on its combined cycle expansion project.
Construction and start up delays now exceed six months.  As a
result of these delays, the project's cash flows and level of debt
repayment this year are now expected to be even further below
initial forecasts than was anticipated when the project's rating
was downgraded to B2 and the outlook revised to negative last
fall.  The downgrade also incorporates the implications for the
project's future cash flows of the requirement that it extend its
existing energy hedge and enter into an additional hedge by the
middle of January 2010 in the midst of a very weak market.  The
negative outlook considers the possibility that the project could
face a default under its financial covenants when its third
quarter financial results are published.  Furthermore, it is
possible that Bosque may be required to make a payment to its EPC
contractor depending on the outcome of the upcoming arbitration
procedure to resolve the dispute between the two parties, each of
which has lodged claims against the other in regards to the
construction delays and associated costs.

The project consists of one 1x1 combined cycle generating unit and
two simple cycle combustion turbines which are in the process of
being converted to a 2x1 combined cycle unit.  Construction is
being undertaken by Lauren Engineers & Constructors pursuant to a
fixed-price, date-certain EPC contract.  The steam turbine and the
heat recovery steam generators were separately procured in the
grey-market and were included in the facility's acquisition price
when it was purchased from a subsidiary of LS Power.  If Lauren is
at fault for the delay in completion, it must pay liquidated
damages up to 5% of the contract price.  However, the level of
operating performance of the converted units is not guaranteed,
exposing the project to a degree of operating risk.

Substantial completion was originally scheduled for March 30, 2009
and was guaranteed by April 22, 2009, but the project has
encountered repeated delays.  Most recently, substantial
completion was expected to be achieved on September 30, 2009.
However, the project failed the last remaining portion of the
acceptance test.  It is not yet clear when the project will be
ready to complete the final portion of the test, but even in a
best case scenario it will be a minimum of one to two weeks.

The project asserts the delays are the fault of the EPC
contractor.  As a result, it has been assessing delay liquidated
damages and other backcharges against Lauren, some of which have
been withheld as offsets from payments due to the contractor.
Based upon these withholdings, the project remains within budget.
However, the project and Lauren are disputing responsibility for
the delays and various cost overruns, as well as the EPC
Contractor's claims that it was required to perform work outside
the scope of its contract.  The two parties are expected to go to
arbitration in December.

Depending upon the outcome of the arbitration, the project may
either be required to make a payment to or entitled to receive
payment from Lauren.  However, there may not be sufficient
operating cash flows to make such a payment if one is required.
Additional equity could potentially be provided, but it is
uncertain if the sponsor would be willing or able to provide
further support.  Moody's notes the project has benefited from
strong sponsor support in the past, evidenced by two equity cures
totaling $15 million and the capitalization of the replacement
hedge counterparty at a cost of $33 million last year, in addition
to a sizeable initial equity contribution.

At a total of less than $1 million, operating cash flows during
the first and second quarter this year were insufficient to pay
debt service even net of capitalized interest on the $203 million
construction loan sub-amount.  Instead, the project relied on an
$11.5 million equity cure it made after the fourth quarter last
year in order to avoid a financial covenant default together with
proceeds from the May sale of its $49 million claim against Lehman
Brothers for an undisclosed amount.  The rest of the proceeds were
used to repay a draw on the revolver and replenish the debt
service reserve fund, the balance of which currently stands at
$20.3 million, slightly below the target level of nine months of
debt service, which is currently equal to approximately
$21 million.

Third quarter results have not been published, but capitalized
interest was initially expected to be fully expended in May, which
would cause a significant increase in the project's net interest
expense.  If there was not an offsetting increase in operating
cash flows, the project may have been forced to rely on some of
the proceeds of a $10 million draw it made on its revolver (as a
result of which the revolver is now fully drawn) in July, which
would leave it with very little liquidity going into the fourth
quarter.  In addition, the project faces the prospect of a
potential default under its financial covenants when its third
quarter financial results are published and no further equity
cures are permitted until the fourth quarter according to the
credit agreement.  Third quarter cash flows are expected to have
been well below previous expectations with the new unit
unavailable to be dispatched during the peak summer season due to
the construction delays.  This risk is heightened by the current
weakness in the ERCOT market coupled with extremely low gas prices
and possible limits on the simple cycle units' availability due to
ongoing construction.  However, management asserts that it
benefited from some price spikes and Moody's notes that thanks to
the loose covenants the project does not need to have generated a
significant level of cash flow to avoid a default.

In the sponsor base case from the time of financing, the project
was projected to have repaid $55 million by the end of 2009,
leaving it with just $267 million funded debt outstanding.
Including draws on the revolver, however, the project had
$335 million outstanding as of June 30, approximately $10 million
more than it had when the transaction closed.  With limited cash
flows likely to be generated during the fourth quarter even if the
substantial completion is achieved in a timely manner, and the
remaining revolver balance drawn in July, this figure is unlikely
to decline significantly by the end of the year in Moody's view.

Per the credit agreement, the project is required to extend the
hedge on its existing 1x1 combined cycle unit for another year and
put in place a new hedge for 50% of the capacity of the new 2x1
CCGT for a term of at least four years within 24 months of
financial close, or mid-January 2010.  Management has indicated
that its efforts are currently focused on achieving substantial
completion and it has not yet begun detailed negotiations with any
potential counterparties.  This will force it to negotiate an
agreement on short notice in a down market, which limits its
flexibility to obtain favorable terms.  In light of the current
market conditions, the terms of any new hedge agreements are
likely to be considerably poorer than originally anticipated.
Combined with the lower than anticipated debt paydown, this is
expected to result in significantly weaker financial metrics than
initially forecast.

Given the negative outlook, the rating is unlikely to be upgraded
in the near to medium term.  However, the outlook could be revised
to stable if the project successfully achieves substantial
completion without significant further delay, avoids a default
under its financial covenants, prevails in its dispute with its
EPC contractor, and enters into new hedging agreements prior to
the deadline in January on terms that will enable it to service
its debt.  The rating will face downward pressure if the project
is unable to achieve substantial completion or defaults under its
financial covenants, if the arbitrators rule against it in its
dispute with its EPC Contractor, or if payments under its new
hedge agreements are not sufficient to allow the project to
support its debt.

The last rating action on the company was on November 7, 2008,
when it was downgraded to B2 and its outlook was revised to
negative.

Bosque Power Company, LLC, is a special purpose entity whose sole
asset is the Bosque generating facility, which is located in
Laguna Park, Texas, and dispatches into the ERCOT North zone.  The
existing generation facility consists of two simple cycle GE 7FA
CT units totaling 325 MW (Units 1 & 2) and one GE 7FA unit with an
output of 245 MW in 1x1 combined cycle configuration (Unit 3).
The simple cycle units are currently being converted into a
nominal 557 MW 2x1 combined cycle facility.  Bosque is 97.85%
owned by Arcapita, a private equity firm, and its affiliates and
2.15% by Fulcrum Power Services, an energy services and investment
company that also serves as asset and energy manager for the
project.


BOWMAN INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bowman, Inc.
           dba Bowman Lumber Co.
        P.O. Box 54270
        Lubbock, TX 79453

Bankruptcy Case No.: 09-50468

Chapter 11 Petition Date: October 6, 2009

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

Judge: Robert L. Jones

Debtor's Counsel: Robert W. St. Clair, Esq.
                  Harding, Bass, Fargason, Booth et al
                  P.O. Box 5950
                  Lubbock, TX 79408-5950
                  Tel: (806) 744-1100
                  Email: rstclair@hardlaw.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/txnb09-50468.pdf

The petition was signed by Donald L. Smith Jr., president of the
Company.


BRENT THEODORE BARKER: Case Summary & 10 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Brent Theodore Barker
        13035 E Turquoise Ave
        Scottsdale, AZ 85259

Bankruptcy Case No.: 09-25107

Chapter 11 Petition Date: October 6, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Nasser U. Abujbarah, Esq.
                  The Law Offices Of Nasser U. Abujbarah
                  10654 N. 32nd St
                  Phoenix, AZ 85028
                  Tel: (602) 493-2586
                  Fax: (602) 923-3458
                  Email: NUALegal@yahoo.com

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

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

According to the schedules, the Company has assets of at least
$1,012,750, and total debts of $2,470,483.

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

             http://bankrupt.com/misc/azb09-25107.pdf

The petition was signed by Mr. Barker.


BRUCE ALLEN: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bruce Lee Allen
           dba Bruce Allen Construction
        PO Box 3609
        Hailey, ID 83333-3609

Bankruptcy Case No.: 09-41567

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Email: btr@idlawfirm.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. Allen's petition, including a list of his
12 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/idb09-41567.pdf

The petition was signed by Mr. Allen.


BUILDING MATERIALS: Plan Outline Hearing Moved to Oct. 22
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has moved
to October 22 the hearing to consider the adequacy of the
disclosure statement explaining the proposed Chapter 11 plan of
Building Materials Holding Corp.

The official committee of unsecured creditors sought the
continuance of the hearing saying that it didn't have time to
evaluate the latest changes to the Plan as the second amendments
to the Plan and Disclosure Statement were filed three business
days prior to the hearing scheduled for October 7.  The creditors'
panel sought a November 22 continuance.

The Second Amended Plan provides for BMHC's secured lenders to
convert debt into equity, becoming majority owners of the Company
upon emergence.  BMHC has secured a commitment for $83.5 million
of exit financing that will be available to the Company upon its
emergence from Chapter 11 to help meet its operating needs and
grow its business.  The agreement includes an option to expand the
facility by up to $20 million, for a total of $103.5 million,
subject to certain conditions.  The facility will be provided by a
group of lenders led by Wells Fargo.  BMHC expects to emerge from
Chapter 11 before the end of the year.

BMHC notes that in a hypothetical Chapter 7 liquidation unsecured
creditors won't receive any distributions.  However, if they vote
for the Second Amended Plan, they will receive their pro rata
share from the $5 million allocated for the unsecured cash fund
and the proceeds from the sale of insurance policies.  They are
expected to recover 13.1% of their claims under this scenario.
Any unsecured creditor class that rejects the Plan won't receive
distributions.

BMHC's existing common shares held by shareholders will be
extinguished and these shareholders will not receive any
distributions.

Under the Second Amended Plan, the Debtors are projected to emerge
from Chapter 11 with approximately $131 million of net debt, which
will be reduced to $62 million by December 12.

Copies of the Second Amended Plan and Disclosure Statement are
available free of charge at:

           http://bankrupt.com/misc/BMHC_Amended_DS.pdf
           http://bankrupt.com/misc/BMHC_AmendedPlan.pdf

                     About Building Materials

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci, at Peter J. Solomon Company, serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


CALIFORNIA COASTAL: KeyBank Agrees to Forbear Until Nov. 1
----------------------------------------------------------
California Coastal Communities, Inc., said in a regulatory filing
that on October 1, 2009, it entered into:

   (i) a Senior Secured Revolving Loan Forbearance Agreement
       with KeyBank National Association as a lender and as
       syndication agent under that certain Senior Secured
       Revolving Credit Agreement dated as of September 15, 2006
       as amended from time to time; and

  (ii) a Senior Secured Term Loan Forbearance Agreement with
       KeyBank as a lender and as syndication agent under that
       certain Senior Secured Term Loan Agreement dated as of
       September 15, 2006 as amended from time to time.

KeyBank has advised the Company that it has received the consent
of various other lenders, who together with KeyBank hold over
66.66% of the principal amount outstanding under each of the Loan
Agreements, to enter into the forbearance contained in the
Forbearance Agreements.

The Forbearance Agreements terminate on November 1, 2009 or upon
such earlier date as any further defaults may occur.

On September 28, 2009, the Company received a notice of an event
of default from KeyBank with respect to the loan-to-value covenant
of the Revolving Loan Agreement which, but for the Forbearance
Agreements, would give rise to the right to accelerate the
indebtedness under each of the Loan Agreements.  As of
September 30, 2009, approximately $81.7 million of principal was
outstanding under the Revolving Loan Agreement and approximately
$99.8 million of principal was outstanding under the Term Loan
Agreement.

On October 1, 2009, the Company received a notice of an event of
default from KeyBank with respect to the Company's nonpayment of
approximately $1.7 million of principal that was due on
September 30, 2009, under the terms of the Revolving Loan
Agreement which, but for the Forbearance Agreements, would give
rise to the right to accelerate the indebtedness under each of the
Loan Agreements.

As a result of not having received a waiver from, or an amendment
by, all of the lenders under the Revolving Loan Agreement with
respect to the Company's nonpayment of $1.7 million of principal
that was due on September 30, 2009, a triggering event has
occurred which could give rise to the immediate acceleration of
the payment of all outstanding principal and accrued interest
under both of the Loan Agreements.

The Forbearance Agreements provide that the Agent and Lenders will
not seek to enforce any remedies with regard to this payment
default during the forbearance period ending November 1, 2009.
The Company believes that any efforts to enforce such payment
obligations, or otherwise accelerate the indebtedness under either
of the Loan Agreements, would be automatically stayed under
Chapter 11 of the United States Bankruptcy Code in the event that
the Company elected to file for protection under such laws.

The Company intends to use the forbearance period to negotiate a
restructuring of its obligations under the Loan Agreements.

Copies of the Forbearance Agreements are available for free at:

              http://researcharchives.com/t/s?4671
              http://researcharchives.com/t/s?4672

                       Home Sales Update

During the quarter ended September 30, 2009 the Company's
Brightwater project in Huntington Beach, California generated 15
net new sales orders compared with six net new orders in the
comparable quarter of 2008, 11 net new orders in the second
quarter of 2009 and five net new orders in the first quarter of
2009.  Ten of the 15 net new orders during the quarter were
generated over the last five weeks.  The Company delivered seven
and 21 homes at Brightwater in the third quarter of 2009 and the
first nine months of 2009, respectively, compared with the
delivery of seven and 16 homes during the comparable periods of
2008.  The Company has 17 Brightwater homes in backlog with an
aggregate sales value of $21.4 million as of September 30, 2009.

                     About California Coastal

California Coastal Communities, Inc. is a residential land
development and homebuilding company with properties owned or
controlled primarily in Orange County, California, and also in two
other Southern California counties (Los Angeles and Riverside).
The Company's principal activities include obtaining zoning and
other entitlements for land that it owns; improving the land for
residential development, and designing, constructing and selling
single-family homes in Southern California. The Company's primary
asset is a 356-home luxury coastal community known as Brightwater.
The Company's homebuilding operations include projects in the
Huntington Beach, the Inland Empire (Beaumont), and Lancaster
areas of Southern California. During the year ended December 31,
2008, the Company delivered 55 homes. Its homebuilding subsidiary,
Hearthside Homes, Inc., has delivered over 2,100 homes to families
throughout Southern California.


CALYPTE BIOMEDICAL: Posts $829,000 Net Loss in 2009 Second Quarter
------------------------------------------------------------------
Calypte Biomedical Corporation reported a net loss of $829,000 on
sales of $202,000 for the the second quarter ended June 30, 2009,
compared with a net loss of $3,460,000 on sales of $95,000 in the
same period of 2008.

Sales of AwareTMBED Incidence Test accounted for 92% of sales in
the second quarter of 2009, compared with 73% in the second
quarter of 2008.  Revenue from the sales of the AwareTMBED
Incidence Test increased by 170% in 2009 compared with 2008.
Sales of AwareTM HIV-1/2 rapid tests accounted for 7% and 27% of
sales in the second quarter of 2009 and 2008, respectively.
Second quarter 2009 revenues from the sale of rapid tests
decreased by 46% compared with rapid test revenues in the second
quarter of 2008.

Selling, general and administrative costs decreased by $1,926,000,
or 77%, from $2,501,000 in the second quarter of 2008 to $575,000
in the second quarter of 2009.

Loss from operations for the second quarter of 2009, at $484,000,
reflects a reduction of 83% compared with the loss of $2,853,000
reported for the second quarter of 2008.

The Company recorded interest expense of $456,000 for the second
quarter of 2009 compared with $607,000 of net interest expense in
the second quarter of 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
$6,003,000 in total assets and $19,754,000 in total liabilities,
resulting in a $13,751,000 stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $711,000 in total current assets
available to pay $16,369,000 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the quarter ended June 30, 2009, are available for
free at http://researcharchives.com/t/s?4695

                      Going Concern Doubt

As reported in the TCR on August 26, 2009, Odenberg, Ullakko,
Muranishi & Co. LLP, in San Francisco, California, expressed
substantial doubt about Calypte Biomedical Corporation's ability
to continue as a going concern after auditing the Company's
financial statements fro the fiscal years ended Dec. 31, 2008, and
2007.  The auditor noted that the Company suffered recurring
operating losses and negative cash flows from operations, and
management believes that the Company's cash resources will not be
sufficient to sustain its operations through 2009 without
additional financing.

Based in Portland, Oregon, Calypte Biomedical Corporation (OTCBB:
CMBC) develops, manufactures, and distributes in vitro diagnostic
tests, primarily for the diagnosis of Human Immunodeficiency Virus
("HIV") infection.  Through its 51%-owned joint ventures, the
Company has manufacturing and marketing operations in Beijing,
China.


CANWEST GLOBAL: Releases Financial Projections
----------------------------------------------
In June 2009, Canwest Global Communications Corp. and Canwest
Media Inc. entered into confidentiality, non-disclosure and non-
use agreements with certain members of an ad hoc committee of
holders of 8% senior subordinated notes of CMI in order to
facilitate the discussion of a possible recapitalization
transaction.

The Confidentiality Agreements require Canwest to now disclose
publicly certain of the Non-Public Information.

According to Canwest's projections, it expects total receipts of
C$124.7 million for three months ended Nov. 30, 2009, and
C$127 million for three months ended Feb. 28, 2010.  It sees a
positive net cash flow of C$144.6 million for the November quarter
while a negative cash flow of C$11.88 million in the February
quarter.

The projections contemplate Canwest's emergence from CCAA on
Feb. 28, 2010.  It expects unrestricted cash at C$11.4 million and
proceeds from equity of C$65 million at that time.

Canwest projects revenues of C$557.7 million for fiscal year
ending August 31, 2010, and C$565.5 million in the following
fiscal year.

                      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.

Canwest Global Communications Corp., and affiliates, including
Canwest Media Inc., 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.

FTI Consulting Canada Inc., is serving 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.

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

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 15 proceedings and the proceedings under the Companies'
Creditors Arrangement Act in Canada undertaken by Canwest Global
Communications Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Says It Won't Liquidate Assets
----------------------------------------------
Harold (Hap) Stephen, chief restructuring advisor to Canwest
Global Communications Corp., issued a statement in response to
media commentary suggesting that the financial restructuring of
certain businesses of Canwest involves a liquidation of assets.

According to Mr. Stephen, "The goal of the financial restructuring
is to create a recapitalized Canwest that will be a stronger
industry competitor with a renewed financial outlook by means of a
recapitalization transaction involving a conversion of debt to
equity.  This recapitalization is supported by the members of the
ad hoc committee of 8% senior subordinated notes of Canwest Media
Inc. holding more than 70% of the outstanding amount of 8% notes.
This pre-packaged financial restructuring is intended to minimize
business disruption and preserve the value of these business
operations which will continue uninterrupted during the
recapitalization process."

Canwest also confirmed that the businesses included in the october
6 filing for creditor protection are made up of Canwest Global
Communications Corp., Canwest Media Inc., Canwest Television
Limited Partnership including Global Television, MovieTime,
DejaView and Fox Sports World as well as The National Post
Company. Collectively, these businesses account for approximately
30% of the Company's revenues. Excluded from the filing are the CW
Media stable of specialty channels, TVtropolis, Mystery TV and Men
TV. Canwest Limited Partnership - the Canadian publishing and
associated online and mobile operations - is also excluded as it
continues to work with its senior lenders on its own financial
restructuring. The recapitalization of the CMI group of companies
may include the transfer of the National Post to Canwest Limited
Partnership if an agreement with its senior lenders can be
reached.

                      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.

Canwest Global Communications Corp., and affiliates, including
Canwest Media Inc., 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.

FTI Consulting Canada Inc., is serving 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.
At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 15 proceedings and the proceedings under the Companies'
Creditors Arrangement Act in Canada undertaken by Canwest Global
Communications Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Wants Canada as Site of Main Bankr. Proceedings
---------------------------------------------------------------
Canwest Global Communications Corp. said FTI Consulting Canada
Inc., the Canadian Court-appointed Monitor in the proceedings
commenced yesterday by the Company and certain of its subsidiaries
under Canada's Companies' Creditors Arrangement Act), sought
protection yesterday in the United States Bankruptcy Court for the
Southern District of New York under Chapter 15 of the United
States Bankruptcy Code for certain of the entities involved in
Canwest's television business that filed for protection under the
CCAA, including Canwest, Canwest Media Inc. and Canwest Global
Broadcasting Inc./Radiodiffusion Canwest Global Inc.

The Monitor also obtained an immediate temporary restraining order
from the United States Bankruptcy Court to protect Canwest and
Canwest Television Limited Partnership, one of Canwest's principal
broadcasting subsidiaries.  Canwest's day-to-day operations and
television programming are expected to continue without
interruption during its restructuring. Hearings before the United
States Bankruptcy Court to continue the temporary restraining
order and to recognize the Chapter 15 Application are scheduled
for October 15, 2009, and November 3, 2009, respectively.

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

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

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

                  Conrad Black Blames Financing

According to Bloomberg News, Conrad Black, who sold his newspapers
to CanWest Global Communications for C$3.2 billion in 2000, said
he isn't responsible for the bankruptcy filing of the media
company.  "I had nothing to do with the CanWest problems,"
Mr. Black wrote October 7 in an e-mail from a federal prison
outside Orlando, Florida, where he is serving a 6 1/2-year
sentence for fraud.  "The acquisition from us was not financed
properly."

                      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.

Canwest Global Communications Corp., and affiliates, including
Canwest Media Inc., 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.

FTI Consulting Canada Inc., is serving 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.
At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 15 proceedings and the proceedings under the Companies'
Creditors Arrangement Act in Canada undertaken by Canwest Global
Communications Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CANYON RIVER CENTER: Case Summary & 2 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Canyon River Center, LC
        727 North 1550 East, Suite 400
        Orem, UT 84097

Bankruptcy Case No.: 09-30944

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Charles W. Hanna, Esq.
                  727 North 1550 East, Suite 490
                  Orem, UT 84097
                  Tel: (801) 868-3838
                  Fax: (801) 868-3842
                  Email: c.hannalaw@gmail.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
2 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/utb09-30944.pdf

The petition was signed by L. Wayne Ross, manager of the Company.


CAPMARK FINANCIAL: Contributes $600MM of Capital to Bank Unit
-------------------------------------------------------------
Capmark Bank, the wholly-owned Utah industrial bank subsidiary of
Capmark Financial Group Inc., agreed with each of the Federal
Deposit Insurance Corporation and the Utah Department of Financial
Institutions to the entry of Orders to Cease and Desist, dated and
effective October 2, 2009.

The Orders require Capmark Bank to maintain a Tier 1 leverage
ratio of at least 8% and a Total Risk-Based Capital ratio of at
least 10%.  Within 45 days of the issuance of the Orders, Capmark
Bank must submit a capital plan to the FDIC and UDFI.  In
addition, without the prior written consent of the FDIC and UDFI,
Capmark Bank may not make any extensions of credit to the Company
or any of its affiliates, declare or pay dividends or increase the
amount of its brokered CDs in excess of the amount held on the
date of the Orders.  Under applicable regulations, the inclusion
of a capital requirement in the FDIC Order will require Capmark
Bank to obtain the approval of the FDIC for the issuance of
brokered CDs.

In order to support the capital position of Capmark Bank,
the Company made a capital contribution in the amount of
$600.0 million to Capmark Bank on September 30, 2009. The
capital contribution consisted of $494.2 million in cash and
$105.8 million in servicing advances.

Capmark Bank and the Company are working with the FDIC and the
UDFI to satisfy all of the requirements of the Orders. The Company
does not expect the Orders to have a material impact on its
existing lending commitments and deposits or its ability to
conduct trust services and intends to continue to serve its
customers.  Capmark Bank's deposits remain insured by the FDIC to
the maximum limits allowed by law.  The Orders did not impose any
monetary penalties.

                           Restructuring

Capmark Financial 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,
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.


CARIBE MEDIA: S&P Junks Corporate Credit Rating From 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Caribe Media Inc. to 'CCC+' from 'B'
and removed them from CreditWatch, where they were placed with
negative implications Sept. 9, 2009.  The rating outlook is
negative.

The recovery rating on the company's senior secured credit
facilities remains at '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.

The ratings on Caribe are based on the consolidated credit quality
of the Local Insight Media family of companies.  Caribe is
indirectly owned by Local Insight Media Holdings L.P., which, in
turn, is owned by certain funds of Welsh, Carson, Anderson &
Stowe, Spectrum Equity Investors, and certain members of
management.  LIMH, along with other WCAS funds, owns Local Insight
Media Holdings Inc. Holdings indirectly owns Local Insight Regatta
Holdings Inc. and the whole business securitization, consisting of
ACS Media (the incumbent yellow page publisher in Alaska), CBD
Media (the incumbent yellow page publisher in Cincinnati), and HYP
Media (the incumbent yellow page publisher in Hawaii).  Given the
strategic relationships between, and common management and
ownership of, the various operating entities, S&P view the rating
of each individual entity based on a global view of the
creditworthiness of all other entities.  S&P expects decisions in
support of the owners' operating and financial strategies to be
made with a view toward the collective group of companies.

Caribe owns 60% of the incumbent directory publisher in Puerto
Rico (Axesa), 100% of the incumbent directory publisher in the
Dominican Republic, and the right to receive a directory
publishing rights payment from Puerto Rico Telephone Co.  This
payment is based on the core print directory advertising revenues
generated at Axesa.

"The ratings downgrade of Caribe reflects S&P's belief that credit
measures of the consolidated group of Local Insight Media
companies will continue to weaken over the intermediate term, as
S&P does not expect that EBITDA generation will be sufficient to
reduce leverage," said Standard & Poor's credit analyst Ariel
Silverberg.  "This stems from a combination of cyclical and what
S&P believes are secular trends affecting the yellow page
directory business."

On the cyclical side, S&P expects that pressure on small
businesses, including increased bankruptcies, will continue to
reduce advertising budgets for the next several quarters.  On the
secular side, S&P believes that consumer preferences will continue
to shift toward online local search tools and away from print-
based directories.  S&P believes the digital search market is more
highly competitive and, therefore, S&P does not expect any
increase in revenue from the sale of digital products to be
sufficient to offset print revenue declines over the next several
quarters.  As a result of these factors -- and notwithstanding
reductions to LIM's cost structure that management has already
achieved -- S&P believes that, over the rating horizon, credit
measures will deteriorate at a more rapid pace than S&P had
previously expected.


CASCADE GRAIN: Ethanol Plant Will be Sold Off to Pay for Debts
--------------------------------------------------------------
Cascade Grain Products LLC's ethanol plant near Clatskanie will be
sold off to pay the Company's debts, Erik Olson at The Daily News
Online reports, citing JH Kelly, a Longview contractor that built
the plant and is one of the Company's largest creditors.  JH Kelly
President Mason Evans said in a statement that interested buyers
have approached JH Kelly about buying the plant at auction, and it
could restart in 2010.  According to TDN, Cascade Grain took out a
$20 million loan from the Oregon Department of Energy to help
construct the $200 million plant.  Citing Cascade Grain's lawyer,
TDN relates that the Company owes the state and other lenders
$124 million.  According to the report, JH Kelly claims that it's
owed as much as $33 million for construction of the plant, though
Cascade Grain disputes part of that claim.  Cascade Grain, court
documents say, owes at least $3.6 million to 20 other creditors.

Cascade Grain Products LLC -- http://www.cascadegrain.com/-- is a
member of a family of companies ultimately controlled by Berggruen
Holdings Ltd.  Cascade Grain Products has a 113.4-million gallon
ethanol plant in Oregon.

Cascade Grain Products filed for Chapter 11 on January 28, 2009
(Bankr. D. Ore. Case No. 09-30508).  Douglas R. Pahl, Esq., at
Perkins Coie LLP, represents the Debtor.  The petition says that
assets and debts range $100 million to $500 million.

The U.S. Bankruptcy Court for the District of Oregon converted
Cascade Grain's Chapter 11 reorganization case to Chapter 7
liquidation.


CHEROKEES OF ALABAMA: Chief Denies Bankruptcy Rumors
----------------------------------------------------
Andy Powell at the Gadsden Times reports that Bobby Sterling,
chief of The Cherokees of Alabama, has denied rumors that the
tribe is going bankrupt.

Citing Mr. Sterling, Gadsden Times relates that the Cherokees
hasn't made a payment on the River Trace Golf Course that was due
October 1 to the First Jackson Bank of Stevenson, but that group
has assured that it will be paid.  According to the report,
Mr. Sterling said that an interest payment of $178,000 is due and
the group owes $2.35 million on the note it assumed when it bought
the 103-acre property in May 2009 for $13.1 million from the
shareholders of River Trace Golf Course.  "We're going to try to
pay the whole thing, and transfer the note to somewhere else," the
report quoted Mr. Sterling as saying.

According to Gadsden Times, Mr. Sterling said that the Cherokees
could borrow against the value of the property, which is
$14 million, and there have been talks with other investors.  The
Cherokees will start paying River Trace shareholders by the first
of the year, the report states, citing Mr. Sterling.

The Cherokees of Alabama bought the River Trace Golf Course in May
2009.


CHIPOLA RIVER LLC: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chipola River, LLC
        10086 Griffin Road
        Fort Lauderdale, FL 33328

Bankruptcy Case No.: 09-50689

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456
                  Email: woodylaw@embarqmail.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 $2,100,000,
and total debts of $1,298,761.

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/flnb09-50689.pdf

The petition was signed by Doug Mitchell, CEO of the Company.


CHRYSLER LLC: Amends Complaint against Daimler AG
-------------------------------------------------
Chrysler Group LLC and Old Carco LLC file with the Court an
amended complaint against Daimler AG.

Gregory P. Joseph, Esq., at Gregory P. Joseph Law Offices LLC, in
New York, contends that a controversy exists between the parties
with respect to:

  -- their rights and obligations under the Court's previous
     orders, including the bidding procedures order and sale
     order in connection with the sale of the Debtors' assets to
     Fiat S.p.A.;

  -- Section 365 of the Bankruptcy Code;

  -- the assumed and assigned prepetition agreement dated
     April 17, 2009, that settled a number of disputes between
     Daimler and Old Chrysler; and

  -- Old Chrysler and Daimler's contracts for the development
     and supply of OM 651 diesel engines.

Mr. Joseph argues that Daimler continues to seek EUR55 million
from Chrysler in volume shortfall payments relating to the OM 651
diesel engines, despite the fact that those shortfall payments (i)
were expressly waived and eliminated in the April Settlement
Agreement, and (ii) are impermissible cure costs that are barred
by the Bidding Procedures Order, Sale Order and Section 365.

Daimler has improperly threatened to suspend negotiations for, and
the continued supply of, key parts and has refused to assure the
performance of its contractual obligations unless Chrysler accedes
to Daimler's impermissible demand that Chrysler pay volume
shortfall payments for OM 651 engines, thereby threatening
Chrysler's production, Mr. Joseph alleges.

As a result, Old Chrysler and Chrysler seek a judicial declaration
from the Court that:

  (a) Daimler has no entitlement to volume shortfall payments
      under the OM 651 Contracts, having waived any right to
      those payments in Section 6 of the April Settlement
      Agreement;

  (b) the Section 365 cure amount with respect to the OM 651
      Contracts is $0; and

  (c) pursuant to the Sale Order and other Orders applying to
      the assumption and assignment of the contracts entered by
      the Court, Daimler is barred from, directly or indirectly,
      attempting to recoup these waived volume shortfall
      payments or cure costs in, or in connection with, any
      current or future parts supply agreement.

Chrysler intends to seek an order permitting an expedited trial,
subject to the Court's availability, because Daimler's actions
threaten harm to Chrysler and the Court's carefully structured
bankruptcy plan, Mr. Joseph also says.

                      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: Anchor Group Drops Claims vs. New Chrysler
--------------------------------------------------------
In a Bankruptcy Court-approved stipulation, Anchor Tool & Die Co.,
doing business as Anchor Manufacturing Group, Inc., Chrysler Group
LLC and Old Carco LLC, formerly known as Chrysler LLC, have agreed
to settle and voluntarily dismiss with prejudice all claims
asserted by Anchor against New Chrysler, and all claims and
counterclaims asserted by New Chrysler and Old Chrysler against
Anchor upon the execution of the "Settlement Transaction
Documents," which are composed of a certain Asset Purchase
Agreement, a certain Secured Loan Agreement, a certain Operating
and Maintenance Agreement, a certain Landlord Consent and
Acknowledgment, and all exhibits, schedules and addendums.

The parties have executed the Settlement Transaction Documents,
and hence, they agreed that all claims asserted by Anchor against
New Chrysler will be dismissed without costs and with prejudice,
pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil
Procedure, as made applicable by Rule 7041 of the Federal Rules of
Bankruptcy Procedure.

All claims, including counterclaims, asserted by New Chrysler and
Old Chrysler will be dismissed without costs and with prejudice,
pursuant to Rules 41(a)(1)(A)(ii) and 41(c).

The stipulation signed by the parties relate to a lawsuit was
filed by Anchor Tool in the U.S. District Court for the Northern
District of Ohio.  The suit sought an order in favor of its
decision to terminate its agreements, in the form of purchase
orders, with Chrysler Group LLC.  The lawsuit, however, was
transferred to the New York Bankruptcy Court on July 28, 2009,
upon request by Chrysler Group on grounds that it is related to
the bankruptcy case of its predecessor, Chrysler LLC.

After the case was transferred to the NY Bankruptcy Court, Judge
Gonzalez issued a ruling directing Anchor Tool to continue
supplying parts to Chrysler Group LLC under the purchased orders
until September 30, 2009.

                      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: U.S. DOL OKs Transfer of Note Stock to VEBA
---------------------------------------------------------
The U.S. Department of Labor's Employee Benefits Security
Administration (EBSA) announced a proposed exemption that, if
granted, would allow the New Chrysler Corp. to transfer
approximately $4.59 billion promissory note and company securities
to a Voluntary Employees Benefit Association (VEBA) Plan
established to provide health benefits for the company's retirees.
The retiree health plan would cover about 120,000 retirees and
dependents when it becomes effective on Jan. 1, 2010.

New Chrysler requested an exemption under the Employee Retirement
Income Security Act (ERISA) to allow the VEBA plan to hold stock
and debt of New Chrysler in order to facilitate the sale of the
company to Fiat North America LLC.  ERISA prohibits certain plans
from holding large percentages of plan assets in the form of
employer securities.  The law gives the department authority,
however, to grant exemptions that protect the interests of plan
participants and beneficiaries.

On May 31, 2009, the bankruptcy court issued an opinion allowing
old Chrysler to sell substantially all of its assets to New
Chrysler.  New Chrysler is headquartered in Auburn Hills, Mich.,
and employs 55,000 employees.  New Chrysler is owned by the
Canadian Government, the U.S. Treasury, Fiat and the VEBA plan.

The exemption would allow the securities transfer, permit New
Chrysler and its health plans to reimburse each other for benefit
payments mistakenly paid by the wrong entity during the transition
to the new plan, and permit the automaker to recover mistaken
deposits to the plan.

The assets of the VEBA plan will be held by the same trust that
holds the assets of the plans established by Ford and General
Motors for their respective retirees.  There will be separate
accounting for each plan maintained by the three companies that
are now funded through a single trust.

The primary condition of the proposal is the appointment of an
independent fiduciary to represent the plan with regard to New
Chrysler securities transactions.  The independent fiduciary will
determine in advance of taking any action regarding the securities
that the action is in the interests of the plan and its
participants and beneficiaries.  The proposed exemption also
requires the review of benefit payments by an independent third
party administrator and auditor for each of the plans and an
objective dispute resolution process.  In addition, the proposal
sets time limits for the return of mistaken deposits and an
objective dispute resolution process.

                      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: Won't Oppose Dealer Direct Appeals Certification
--------------------------------------------------------------
Several dealers whose contracts were not assigned to Fiat S.p.A.-
owned Chrysler Group LLC ask Bankruptcy Judge Arthur Gonzalez to
immediately certify their appeal from Judge Gonzalez's ruling
enforcing automatic stay on certain of the Debtors' dealers to the
United States Court of Appeals for the Second Circuit.

The Affected Dealers are:

  -- Boucher Imports, Inc.;
  -- Braeger Chrysler Jeep;
  -- Quaden Motors, Inc., also known as Quaden Dodge, Inc.;
  -- Johnson Motors of St. Croix Falls, Inc.;
  -- Mueller Chrysler, Inc.;
  -- Wolf's Motor Car Company, Inc.; and
  -- Lakeland Pontiac-GMC-Jeep, Inc., also known as Lakeland
     Oldsmobile-Pontiac-GMC;

Another appellant, Crain CDJ LLC, previously asked the Court for
the same certification.

Paul R. Norman, Esq., at Boardman, Suhr, Curry & Field LLP, in
Madison, Wisconsin, relates that the Appeal presents (i) the
question of the extent of a bankruptcy court's power to enjoin
actions between non-debtor parties when those actions have no
tangible effect on a debtor's bankruptcy estate, (ii) due-process
issues relating to the extent of notice required when a bankruptcy
court clarifies an ambiguous order to enjoin an action between two
non-debtor parties, and (iii) the issue whether a bankruptcy court
can clarify a prior ambiguous order in a manner that is beyond the
scope of the Bankruptcy Code.

The Appeal will materially advance the progress of the bankruptcy
cases, Mr. Norman asserts.  He points out that resolution of the
Appeal will determine whether the Affected Dealers can enforce New
Chrysler's obligations under Wisconsin law.

Although the Affected Dealers dismissed their legal action
commenced against New Chrysler in the Dane County Circuit Court,
state of Wisconsin, and their administrative complaint against New
Chrysler filed with the Division of Hearings and Appeals, state of
Wisconsin, to enforce New Chrysler's obligation to continue their
franchises under Section 218.0116(1)(i)2 of the Wisconsin
Statutes, Mr. Norman reveals that the Affected Dealers intend to
refile the Wisconsin Actions if the resolution of the Appeal does
not prohibit them from doing so.

The prompt resolution of the Appeal would prevent further
irreparable harm to the Affected Dealers by expediting their
ability to pursue preliminary injunctions by refiling the
Wisconsin Actions, Mr. Norman further contends.  Given the
substantial likelihood that the Appeal will ultimately be brought
to the Second Circuit Court of Appeals, immediate certification
would promote judicial efficiency, he adds.

Mr. Norman notes that since the Crain CDJ Appeal and this Appeal
involve similar facts and issues, if either appeal is certified,
both should be certified so that they may be consolidated to
further promote judicial efficiency.

                        Chrysler Responds

Old Carco LLC, formerly known as Chrysler LLC, and New Chrysler
jointly argue that the Appellants' stated grounds for seeking
certification are inaccurate or overstated.  The Court's
Enforcement Order is a straightforward application of settled law
and the Court's prior orders, Corinne Ball, Esq., at Jones Day, in
New York, contends.

"There are no unsettled questions or exigent circumstances that
require certification of the Appellants' appeals of the
Enforcement Order," Ms. Ball tells Judge Gonzalez.  "Although
certification may promote judicial economy by eliminating one step
in the appellate process, the weight of that factor also depends
on the Appellants' intentions with regard to any subsequent
appeals," she points out.

The weight of that factor is for the Bankruptcy Court to
determine, Ms. Ball says.  Accordingly, the Debtors and New
Chrysler defer to the Bankruptcy Court as to whether certification
is appropriate, and they inform Judge Gonzalez that they neither
request nor oppose certification.

In the event that the Court elects to certify the Appeals, the
Debtors and New Chrysler object to the Appellants' proposed orders
since the orders contain proposed findings that are both
inaccurate and prejudicial on the merits, Ms. Ball asserts.  She
insists that nothing in any certification order should decide the
merits or prejudice any party with regard to the merits.

                      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: S&P Puts 'B+' Corp. Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit and senior unsecured ratings on Linthicum,
Maryland-based Ciena Corp. on CreditWatch with negative
implications.

"The rating action reflects S&P's concerns that liquidity will be
significantly depleted over the next 12 months," said Standard &
Poor's credit analyst Lucy Patricola.  S&P expects the acquisition
and integration costs to be $570 million.  Further, it remains
uncertain if the structure of the transaction, whereby Ciena has
agreed to extend offers to at least 2,000 Nortel employees and
enter into transition services agreements for about $100 million
annually, eliminates or reduces historical operating losses that
were generated when Nortel owned the assets.


CIRCUIT CITY: To Present Liquidating Plan for Confirmation Nov. 23
------------------------------------------------------------------
Judge Kevin Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia issued an official order on
September 24, 2009, approving the disclosure statement explaining
the First Amended Joint Plan of Liquidation filed by Circuit City
Stores, Inc., its affiliated debtors, and its Official Committee
of Unsecured Creditors.

To recall, the Court approved the Debtors' Disclosure Statement
at a hearing held September 22, 2009, noting that "a proposed
order approving disclosure statement" is to be submitted by the
Debtors' counsel.

In his Sept. 24 order, Judge Huennekens held that the Disclosure
Statement complies with the requirements of the Bankruptcy Code
and the Federal Rules of Bankruptcy Procedure, and contains
adequate information as the term is defined in Section 1125 of the
Bankruptcy Code.

The Plan Proponents also filed on September 24, 2009, clean and
final version of their Disclosure Statement and First Amended
Plan, a full-text copy of which is available at no charge at:

       http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf

The hearing to consider confirmation of the First Amended Joint
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors, as may be further modified or amended, will
commence on November 23, 2009.

The deadline for filing objections to the confirmation of the Plan
is November 16, 2009, at 4:00 p.m., Eastern Time.

A full-text copy of the Disclosure Statement Order, including
exhibits, is available at no charge at:

   http://bankrupt.com/misc/CC_OrdDisclosureStatement092409.pdf

                       Confirmation Schedule

In an order dated September 24, 2009, Judge Kevin Huennekens
approved the Plan Proponents' proposed solicitation, voting and
tabulation procedures.

The Court approved the establishment of:

   September 22, 2009  Voting Record Date
   September 30, 2009  Solicitation Mailing Date
   September 30, 2009  Deadline to Publish Confirmation Hearing
                      Notice
   October 20, 2009   Deadline for Debtors to Object to Claims
                      For Voting Purposes
   November 5, 2009   Exhibit Filing Deadline
   November 10, 2009  Voting Deadline
   November 10, 2009  Rule 3018(a) Motion Deadline
   November 16, 2009  Confirmation Objection Deadline
   November 23, 2009  Confirmation Hearing

The Plan Proponents will give supplemental publication notice of
the Confirmation Hearing by causing the Confirmation Hearing
Notice to be published before, or as soon as practicable after
September 30, 2009, but in any event not fewer than 25 days before
the Confirmation Hearing in the Wall Street Journal (Global
Edition), the New York Times and the Richmond Times Dispatch.

Kurtzman Carson Consultants, LLC is authorized to be Debtors'
solicitation and noticing agent to assist the Plan Proponents in
mailing Solicitation Packages and notices, receiving and
tabulating Ballots cast on the Plan, and certifying to the Court
the results of balloting.

The Plan Proponents will file all exhibits and schedules to the
Plan and appendices to the Disclosure Statement with the Court on
or before November 5, 2009.

                       The Liquidating Plan

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Douglas County Objects to Confirmation of Plan
------------------------------------------------------------
Sharon K. Jones, treasurer of Douglas County, Colorado, objects to
confirmation of Circuit City Stores Inc.'s Joint Plan of
Liquidation because:

   (a) the Plan ignores the priority of Douglas County's
       statutory property tax lien, which is senior to all other
       liens; and

   (b) the Plan fails to pay interest on Douglas County's
       statutory tax claim, as required by Sections 506(b) and
       511(a) of the Bankruptcy Code.

Ms. Jones asserts that the Plan should provide that (i) in the
event there is insufficient available cash to pay all Allowed
Miscellaneous Secured Claims in full, Allowed Miscellaneous
Secured Claims will be paid in the order of their lien priorities,
and (ii) interest will be paid on all property tax claims at the
rate determined under applicable non-bankruptcy law until the
property tax claims are paid in full.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Proposes Settlement Agreement With PBGC
-----------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, the Debtors ask
the Court to approve the settlement agreement and stipulation with
Pension Benefit Guaranty Corporation.

The Debtors previously maintained the Retirement Plan of Circuit
City Stores, Inc., as amended, to provide retirement benefits for
certain of its employees.  On March 31, 2009, the Pension Plan was
terminated and PBGC was appointed statutory trustee of the Pension
Plan pursuant to Section 1342 of the Labor Code.  As a result,
PBGC assumed the assets and liabilities of the Pension Plan and is
responsible for paying benefits under the Pension Plan, up to the
levels permitted by law, Douglas M. Foley, Esq., at McGuireWoods
LLP, in Richmond, Virginia, the Debtors' counsel, relates.

The Pension Plan had approximately 22,000 participants on the
Termination Date.  No due and unpaid contributions were owed to
the Pension Plan, but PBGC estimated that the difference between
the present value of the Pension Plan assets on March 31, 2009,
and the value of benefit liabilities under the plan as determined
under Title IV of ERISA as of March 31, 2009, was $36,900,000,
according to Mr. Foley.

                           PBGC Claims

On January 30, 2009, PBGC filed three proofs of claim, which
claims it later amended, in each of the Debtors' cases -- the PBGC
Claims.  Specifically, the PBGC filed amended proofs of claim
number (i) 14470 -- Minimum Funding Claim, (ii) 14491 -- Unfunded
Benefit Liabilities Claim, and (iii) 14471 -- Premium Claim.  The
PBGC also contends that the Debtors are jointly and
severally liable for all of the PBGC Claims, according to Mr.
Foley.

The Minimum Funding Claim was filed on account of minimum
contributions allegedly due, but unpaid, under the Pension Plan.
The PBGC filed that Claim in the amount of $0, but reserved its
right to further amend the proof of claim.

The Unfunded Benefit Liabilities Claim asserts liability for the
Pension Plan's alleged Unfunded Benefit Liabilities measured as of
March 31, 2009.  Based on PBGC's calculation under ERISA and its
accompanying regulations, PBGC alleges that the Pension Plan's
Unfunded Benefit Liabilities are $36,900,000.

The Premium Claim was bifurcated into two claims -- the Annual
Premium Claim and the Termination Premium Claim.  The Annual
Premium Claim was filed as an administrative expense and seeks
payment of annual flat rate and variable-rate premiums allegedly
arising under Section 1306(a)(3) of the Labor Code after the
Petition Date.

The flat-rate premium is a flat dollar amount per participant per
year, which is currently $33.  The variable-rate premium is $9 for
each $1,000 of the plan's unfunded vested benefits each year.
PBGC asserts that the total amount of unpaid flat-rate and
variable-rate premiums for the Pension Plan equals $159,076.

The Termination Premium Claim was filed on account of termination
premiums allegedly due under Section 1306(a)(7) of the Labor Code.
Termination Premiums total $1,250 for each participant in a
pension plan immediately before the plan termination, and are due
for a period of three years.  In the case of the Pension
Plan, there were approximately 22,000 participants before its
termination.  Based on these figures, PBGC asserts that the
Debtors are liable for Termination Premiums totaling $82,091,250.

The Debtors assert that each of the PBGC Claims should be
disallowed, reclassified as a general unsecured claim, or allowed
in a significantly reduced amount pursuant to applicable law.

                       Settlement Agreement

Rather than engage in protracted litigation with PBGC and in light
of the costs, risks and delays associated with litigating the
outstanding disputes between the parties, the Debtors determined
to settle the disputes with PBGC.  After arm's-length
negotiations, the Debtors and PBGC have agreed to resolve their
disputes in accordance with the terms of the Settlement Agreement,
which include:

   (a) PBGC will have an allowed claim equal to $33,500,000 in
       Case No. 08-35653, which will be paid in the full amount.

   (b) PBGC will neither vote to accept nor reject the First
       Amended Joint Plan of Liquidation of the Debtors and the
       Official Committee of Unsecured Creditors, which was filed
       on September 29, 2009.

   (c) The Debtors will add certain language to the Plan with
       respect to PBGC.

       PBGC also provides certain release to the Debtors.

   (d) Except with regard to any preserved claim, upon payment of
       the Settlement Payment, the PBGC Claims, together with any
       other claims obligations, suits, judgments, damages,
       demands, debts, rights, causes of action, and liabilities
       against the Debtors held by PBGC, will be deemed fully and
       finally satisfied.

A copy of the Settlement Agreement is available at no charge at

       http://bankrupt.com/misc/CC_PBGCsettlement100509.pdf

In a separate filing, the Debtors ask the Court to approve
shortened and limited notice of the Motion.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Proposes to Reject Safeco Surety Bonds
----------------------------------------------------
Circuit City Stores Inc. and its affiliates, pursuant to Sections
105(a), 362(d)(1), and 365(a) of the Bankruptcy Code, Rules 4001
and 6006 of the Federal Rules of Bankruptcy Procedure, and Rule
4001 of the Local Bankruptcy Rules for the United States
Bankruptcy Court for the Eastern District of Virginia, ask the
Court (i) for authority to reject certain surety bonds, (ii) to
modify the automatic stay for the limited purpose of allowing
Safeco Insurance Company of America to commence cancellation of
surety bonds, and (iii) to establish a surety bond claim deadline.

Circuit City Stores, Inc., executed an agreement dated July 9,
1992, pursuant to which it, as principal, agreed to indemnify
Safeco, as surety, from all losses and expenses in connection with
any surety bonds for which Safeco agreed to become a surety.
Safeco issued numerous Surety Bonds on behalf of the Debtors after
Circuit City executed the General Indemnity Agreement, Douglas M.
Foley, Esq., at McGuireWoods LLP, in Richmond, Virginia, relates.

To secure their obligations under the General Indemnity Agreement,
the Debtors arranged for a letter of credit in favor of Safeco
through Bank of America, N.A.  The Safeco LC was scheduled to
expire on  July 11, 2009, and Bank of America was unwilling to
extend the Safeco LC.  As a result, on June 16, 2009, Safeco drew
down the remaining amount of the Safeco LC in the amount of
$4,700,000, which it is currently holding or has used to pay
Surety Bond Claims, according to Mr. Foley.

The Debtors are principals, and Safeco is surety to more than 100
Surety Bonds at present.  A list of the Debtors' outstanding
Surety Bonds is available at no charge at:

        http://bankrupt.com/misc/CC_SuretyBonds092509.pdf

Mr. Foley relates that the Surety Bonds were issued for "myriad
purposes, including but not limited to, securing the payment of
utility services, taxes, importer duties, various state licenses
and fees, and pursuant to various statutes."

Under the Surety Bonds, the Debtors and Safeco have potential
joint or several liability in excess of $5,000,000.  In addition,
pursuant to the General Indemnity Agreement, the Debtors may also
be liable to Safeco for other amounts, Mr. Foley informs the
Court.

He says that since the Petition Date, Safeco has received over 40
prepetition claims and several postpetition claims against the
Debtors' outstanding Surety Bonds.  The aggregate amount of the
Surety Bond Claims is, presently, in excess of $1,000,000.

Because the Debtors are in the process of liquidating their assets
for the benefit of their creditors, and the Debtors have closed
and vacated the premises of all of their retail stores, the Surety
Bonds are no longer necessary for the Debtors to carry on their
businesses and they are burdensome to the Debtors'
bankruptcy estates, Mr. Foley tells the Court.

The Debtors also wish to exercise their rights and abilities to
cancel many, if not all, of the Surety Bonds.  Many of the Surety
Bonds authorize Safeco, either pursuant to the terms of the Surety
Bonds, or by relevant statute or regulation, to provide
a notice of the cancellation of the Surety Bonds to the applicable
Surety Bond's obligees effective as of a certain date.

The Debtors and Safeco have agreed to cooperate in the process of
canceling the Surety Bonds, whether it is by the Debtors' actions
or Safeco's actions.  Although the Debtors believe that they are
permitted to cancel the Surety Bonds without violating the
automatic stay, out of an abundance of caution and to ensure that
Safeco does not run afoul of the automatic stay, the Debtors and
Safeco have determined that modifying the automatic stay would be
prudent before any cancellations are commenced.  Once the stay is
modified, either the Debtors or Safeco, or both, will take all
necessary and appropriate actions to cancel the Surety Bonds,
according to Mr. Foley.

                     Cancellation Procedures

To streamline the claims process, the Debtors propose these
procedures:

   (a) To commence cancellation of any Surety Bond, Safeco will
       provide a written notice to the Debtors of its intent to
       take actions to cancel one or more specific Surety Bonds.

       The Debtors may provide their written consent to Safeco
       within 10 business days after receipt of the notice.  The
       Debtors' failure to respond within 10 business days will
       be deemed to be the Debtors' written objection, in which
       case Safeco will not be permitted to take any further
       action without either the Debtors' subsequent written
       consent or pursuant to a subsequent Court order.

   (b) In the event they consent to Safeco's cancellation of any
       Surety Bond, the Debtors will file a notice with the Court
       of Safeco's intent to cancel certain Surety Bonds.

       The date set forth in the Cancellation Notice as the date
       the Surety Bond will be deemed canceled is the
       Cancellation Effective Date.  The Cancellation Effective
       Date will occur 60 days after the Cancellation Notice is
       filed with the Court.

       In the event a Surety Bond, by its terms, requires more
       than 60 days' notice before cancellation will be
       effective, the last day of the term prescribed by the
       Surety Bond will be its Cancellation Effective Date.

The Debtors request that the Court establish a Surety Bond Claim
deadline of no later than 60 days after the applicable
Cancellation Effective Date for each Surety Bond Obligee to file a
Surety Bond Claim with Safeco on account of any and all claims
arising from or related to its canceled Surety Bond.

The failure of a Surety Bond Obligee to file a Claim will release
and discharge the Debtors and Safeco from any Surety Bond Claim
that could have been made by the Obligee, and any Surety Bond
Claim will be barred against the Debtors and Safeco forever by
Court order.

In the event any Surety Bond Claim is less than the total penal
sum of the applicable canceled Surety Bond, the Debtors request
that any order entered direct Safeco to return a portion of the
Safeco LC, which portion will be equal to the total penal sum of
the canceled Surety Bond less any Surety Bond Claim made against
the Surety Bond.

                        About Circuit City

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

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

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

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

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


CIRCUIT CITY: Objection to Employees' Time Off Claims Overruled
---------------------------------------------------------------
The Bankruptcy Court has overruled Circuit City Stores Inc.'s
attempts to discard former employees' claims for payment of
accrued time off.

In their 25th Omnibus Claims Objection, the Debtors sought to
disallow 500 claims, aggregating $534,423, asserted by former
employees of the Debtors for paid time off under a corporate
policy that was amended prepetition.  The Debtors related that
they have amended the Paid Time Off Policy on the Petition Date,
eliminating the accrual of Paid Time Off.  The Debtors tell the
Court that the employees were no longer entitled to Paid Time Off,
under the new policy, at the termination of their employment.  The
employees have been advised of the change, according to the
Debtors.

A list of the Paid Time Off Claims is available for free at

          http://bankrupt.com/misc/CC_Omni25Claims.pdf

These creditors responded to the Objection: Kenneth Robert Porter;
Jose A. Garcia; Amy Fiaa; Joseph M. Stroh; Hillsborough County,
Florida; Ann M. Karr; Deborah J. Koeneman; Joshua G. Bowden;
Robert Conat; Kevin J. Stephens; Suzanne Laxson; Bryan Seymour;
Jason L. Binkley; George H. Burns; Mary A. Garza; Wendy T.
Housden; David M. Anderson; Andrew F. Belovich; Thomas Fox; John
L. Morrison II; John W. Walker; Robert M. Sayen; Joshua L. Adams;
Christopher E. Gibson; Sheila Lewis; Terrell A. Woods; Mayda
Racines; and James P. Moran.

In accordance with the Memorandum Opinion dated October 6, 2009,
the Court found that the Debtors failed to effectively communicate
their policy change regarding Paid Time Off to their employees.
The Court has concluded that those Claimants who timely responded
to Debtors' Twenty-fifth Omnibus Objection are entitled to assert
a priority claim in accordance with Section 507(a)(4)(A) of the
Bankruptcy Code.

The Debtors' Objection is overruled with respect to the Responding
Claimants and their claims will be allowed.  Otherwise, the
Objection is sustained, and the remaining claims are dismissed.

                        About Circuit City

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

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

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

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


CITIGROUP INC: Execs Reshuffling May Be Needed, Says Egon Zehnder
-----------------------------------------------------------------
A review conducted by recruiting and consulting firm Egon Zehnder
International on Citigroup Inc.'s management team concluded that
it is generally in good shape but that some shuffling of senior
executives might be needed, David Enrich and Joann S. Lublin at
The Wall Street Journal report, citing people familiar with the
matter.

The Journal relates that the review was due to the government's
stress tests of top banks last spring, as companies found to need
more capital were required to hire outside firms to conduct
assessments of their management and report the findings to federal
regulators.

According to The Journal, the sources said that Egon Zehnder's
report awarded strong overall marks to Citigroup's management team
and to its CEO, Vikram Pandit, in particular.  The report says
that the Federal Deposit Insurance Corp. has had concerns about
the qualifications of Mr. Pandit and his top management.

Citing people familiar with the matter, The Journal states that
Egon Zehnder's report provided less-favorable assessments of at
least two of Mr. Pandit's lieutenants, Vice Chairman Lewis Kaden -
- whose responsibilities include Citigroup's legal, human-
resources and government-relations departments -- and Chief
Administrative Officer Don Callahan, who is in charge of
Citigroup's operations and technology.

                      Review Questioned

Some Federal Deposit Insurance Corp. staff doubt recruiting and
consulting firm Egon Zehnder International's generally positive
conclusions in a government-mandated review of Citigroup Inc.'s
top management, David Enrich and Randall Smith at The Wall Street
Journal report, citing people familiar with the matter.

The Journal notes that the skeptical reaction could cause the FDIC
to give the report little weight during the next regulatory
assessment of Citigroup's management.  According to The Journal,
the sources said that the report was based partly on interviews of
Citigroup executives who were asked to rate the effectiveness of
their colleagues.

                       About Citigroup Inc.

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

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

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

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


CLARIENT INC: Deloitte Replaces KPMG as Outside Auditors
--------------------------------------------------------
The Audit Committee of the Board of Directors of Clarient, Inc.,
recently conducted a competitive process to determine Clarient's
independent registered public accounting firm for its 2009 fiscal
year.  The Audit Committee invited three national accounting firms
to participate in this process, including KPMG LLP, Clarient's
current independent registered public accounting firm.  As a
result of this process, the Audit Committee approved, on behalf of
Clarient, the dismissal of KPMG as Clarient's independent
registered public accounting firm, effective September 22, 2009.

KPMG's audit reports on Clarient's consolidated financial
statements as of and for the years ended December 31, 2008, and
December 31, 2007, did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
audit scope or accounting principles, except as follows:

     -- KPMG's audit reports on Clarient's consolidated financial
        statements as of and for the years ended December 31, 2008
        and 2007 contained a separate paragraph stating that, "the
        Company [Clarient] has suffered recurring losses from
        operations and negative cash flows from operations and has
        working capital and net capital deficiencies.  In
        addition, it is not probable that the Company [Clarient]
        can remain in compliance with the restrictive financial
        covenants in its bank credit facilities.  These matters
        raise substantial doubt about the Company's [Clarient's]
        ability to continue as a going concern. . . ."  The audit
        reports also refer to Clarient's change in its method of
        accounting for uncertainties in income taxes in 2007.

     -- During the two fiscal years ended December 31, 2008, and
        the subsequent interim period through September 22, 2009,
        there were no disagreements between Clarient and KPMG on
        any matter of accounting principles or practices,
        financial statement disclosure, or auditing scope or
        procedure which, if not resolved to KPMG's satisfaction,
        would have caused KPMG to make reference to the subject
        matter of the disagreement in connection with its report
        for such years within the meaning of Item 304(a)(1)(iv) of
        Regulation S-K.  In addition, during the period
        identified, there were no reportable events as defined in
        Item 304(a)(1)(v) of Regulation S-K, except such material
        weaknesses identified by Clarient in Item 9A. Controls and
        Procedures within its Annual Report on Form 10-K for the
        fiscal years ended December 31, 2008 and 2007.

As a result of the auditor search, the Audit Committee approved,
on behalf of Clarient, the engagement of Deloitte & Touche LLP to
serve as Clarient's independent registered public accounting firm
for fiscal 2009.

During the two fiscal years ended December 31, 2008, and the
subsequent interim period through September 22, 2009, neither
Clarient, nor anyone acting on its behalf, consulted with D&T
regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on Clarient's financial
statements, or (ii) any of the matters or events set forth in Item
304(a)(2)(ii) of Regulation S-K.

                       About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

At June 30, 2009, Clarient had $54.3 million in total assets;
$13.8 million in total current liabilities, $982,000 in long-term
capital lease obligations and $3.75 million in deferred rent and
other non-current liabilities; and $35.6 million in stockholders'
equity.


CLEAR CHANNEL: Denies Loan Restructuring Talks with Banks
---------------------------------------------------------
Clear Channel Communications Inc.'s owners -- Bain Capital LLC and
THL Partners -- denied a media report that the private equity
firms have contacted banks in an effort to restructure Clear
Channel loans, the New York Times reported.  A spokesman for the
partnership told the NYT that no effort to restructure the
company's debt is currently under way.

The New York Post reported that Clear Channel's private equity
owners had approached banks to help them keep Clear Channel from
defaulting on its loans.  Citing sources, The NY Post stated that
Clear Channel may default by year-end or early in 2010.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion

Clear Channel carries a 'Caa3' probability-of-default rating from
Moody's.


CLEARPOINT BUSINESS: ComVest Appointees to Serve Until Dec. 27
--------------------------------------------------------------
ClearPoint Business Resources, Inc., on August 14, 2009, entered
into an Amended and Restated Revolving Credit Agreement with
ComVest Capital, LLC.  The Loan Agreement provided that the
Company's Board of Directors should, on or prior to September 28,
2009, include two members designated by ComVest, each to be placed
within separate classes of the Board and each of whom will be
unaffiliated with and independent of ComVest.

On October 7, 2009, the Company and ComVest entered into a Letter
Amendment to the Loan Agreement pursuant to which the parties
agreed to extend the Company's obligation to have such directors
serve on the Board until December 27, 2009.

                       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.


COLLINS & AIKMAN: Visteon Reliance on Lawyer Not Excusable Neglect
------------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, U.S. District Judge
Gerald E. Rosen affirmed a ruling by the bankruptcy court
presiding over Collins & Aikman Corp.'s case that denied a set-off
request by Visteon Corp.

Visteon said its lawyer reached an agreement with a Collins &
Aikman lawyer regarding a set-off of the company's claims against
each other.  The deal, however, was not made in writing and was
not presented to the court for approval.

As reported in the Troubled Company Reporter on July 22, 2005,
Visteon asked the U.S. Bankruptcy Court for the Eastern District
of Michigan to lift the automatic stay to set off its mutual
prepetition debt with the Debtors.  Prior to C&A's Chapter 11
petition date, Visteon provided component parts to Collins for
which it remains unpaid.  Collins allegedly owed Visteon
$2,217,171.  The Debtors also provided component parts to Visteon
for which they remain unpaid.  The amount owing from Visteon total
$43,667.

Visteon later said that it has agreed with Collins regarding a
withdrawal of the lift stay request.

However, at the time when Collins & Aikman's Chapter 11 plan was
already implemented, Visteon went to the bankruptcy court to seek
approval of the set-off.  The bankruptcy court denied the
proposal, noting that it was already enjoined by confirmation of
the plan.

On appeal Judge Rosen ruled that "another party's assurances,
standing alone, cannot defeat a party's obligation to meet a court
ordered deadline."  The judge said that reliance on another party
is not excusable neglect overcoming the failure to meet a
deadline.

The case is Visteon Corp. v. Collins & Aikman Corp. (In re Collins
& Aikman Corp.), 07-13714, U.S. District Court, Eastern District
Michigan (Bay City).

                      About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich.
Case No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, represents C&A in its restructuring.  Lazard Freres & Co.,
LLC, provides the Debtors with investment banking services.
Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan which became effective on
Oct. 12, 2007.


COMSTOCK RESOURCES: Moody's Assigns 'B2' Rating on $200 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Comstock
Resources, Inc.'s proposed offering of $200 million senior
unsecured notes due 2017.  Moody's also affirmed Comstock's B1
Corporate Family Rating and the B2 rating on the company's
existing $175 million senior unsecured notes due 2012.  The
outlook is stable.

"This bond offering refinances outstanding revolver borrowings and
provides additional cash to fund planned Haynesville development,"
commented Pete Speer, Moody's Vice President.  "While this will
increase Comstock's debt levels, it entered 2009 with low leverage
metrics relative to similarly rated peers."

Pro forma for the notes offering, Comstock's adjusted debt/PD and
adjusted debt/average daily production were under $6/boe and
$12,500/boe at September 30, 2009.  These leverage metrics are
elevated from the beginning of the year but remain meaningfully
below B1 peer averages.  This lower leverage somewhat offsets
Comstock's smaller reserve and production scale relative to peers
and its growing concentration in the Haynesville shale play.

However, Comstock has been and plans to continue outspending cash
flow over the coming year to develop its Haynesville acreage and
achieve a high level of sequential quarterly production growth.
The resulting increases in debt will require a commensurate
increase in production and proved developed reserves to avoid a
further escalation in leverage metrics that could pressure the
ratings.  If Comstock does not meet its production growth
forecasts and/or the resulting proved reserves additions are not
achieved at competitive costs, the ratings outlook could be
changed to negative or the ratings downgraded.

The proceeds from the new notes offering will be used to pay down
approximately $165 million of borrowings outstanding on Comstock's
senior secured revolving credit facility.  Following the notes
offering, Comstock will have around $30 million of cash and a
fully un-drawn revolver with a borrowing base estimated to be
$500 million.  This provides Comstock with sound liquidity through
the end of 2010 even with the company's expected negative free
cash flow, full exposure to natural gas price fluctuations and the
potential for negative borrowing base re-determinations in the
future.

The B2 senior unsecured note rating reflects both the overall
probability of default of Comstock, to which Moody's assigns a PDR
of B1, and a loss given default of LGD 5 (75%).  The $500 million
borrowing base is still large enough to result in a double
notching of the senior unsecured notes down from the B1 CFR under
Moody's Loss Given Default Methodology.  However, Moody's has
affirmed the existing B2 notes rating based on the revolver
borrowings being refinanced with unsecured debt and expected
utilization of the revolver over the coming year.

The last rating action was on July 20, 2009, when Moody's affirmed
Comstock's B1 CFR and the B2 rating on the company's $175 million
senior unsecured notes.

Comstock Resources, Inc., is an independent exploration and
production company headquartered in Frisco, Texas.


COMSTOCK RESOURCES: S&P Assigns 'B' Rating on $200 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned issue-
level and recovery ratings to Comstock Resources Inc.'s proposed
$200 million senior unsecured notes due 2017.  The issue-level
rating is 'B' (two notches below the corporate credit rating).
The recovery rating is '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

"S&P's recovery analysis incorporates the proposed notes offering
and the expected reduction in the company's borrowing base as a
result of the note offering," said Standard & Poor's credit
analyst Amy Eddy.

The Frisco, Texas-based natural gas and crude oil exploration and
production company intends to use the proceeds from the issue to
pay down debt outstanding under its revolving credit facility.
Pro forma for the notes issuance, S&P expects that Comstock will
have full availability under an approximate $500 million borrowing
base revolving credit facility due 2011 as well as about
$30 million in cash.

The corporate credit rating on Comstock is 'BB-', and the outlook
is stable.

                           Ratings List

                      Comstock Resources Inc.

      Corporate credit rating                  BB-/Stable/--

                            New Rating

                      Comstock Resources Inc.

           $200M senior unsecured notes due 2017    B
            Recovery rating                         6


CONVERGYS CORPORATION: Fitch Assigns ' BB+' Rating on Junior Bonds
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Convergys
Corporation's new 5.75% junior subordinated convertible debentures
due 2029 issued in conjunction with the company's debt exchange
that concluded on Oct. 6, 2009.

Fitch has also affirmed the company's existing ratings:

  -- Long-term Issuer Default Rating at 'BBB-';
  -- Senior unsecured revolving credit facility at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Commercial paper program at 'F3'.

Approximately $610 million of debt is affected by Fitch's action.
The Rating Outlook is Negative.

Fitch's rating concerns and Negative Outlook center on Convergys':

  -- Continued implementation challenges and free cash flow
     pressure relating to two significant Human Resources
     Management contracts, as well as uncertainty regarding the
     timing and ultimate resolution of ongoing client negotiations
     to restructure these contracts;

  -- Continued revenue pressures expected in the second half of
     2009 due primarily to lower than expected call volume under
     existing Customer Management contracts, partially offset by
     revenue from new contract signings;

  -- Continued decline in funds flow from operations, defined as
     cash flow from operations minus the change in working
     capital, as the increase in CFO in the last 12 months ended
     June 30, 2009, was driven entirely by significant working
     capital improvements, primarily accounts receivable.  Since
     Fitch believes further improvement in the company's cash
     conversion cycle is limited, CFO going forward will
     approximate FFO, resulting in lower free cash flow in the
     absence of increases in FFO.  In the LTM ended June 30, 2009,
     FFO was approximately $165 million, representing declines of
     14% and 54% compared with the corresponding periods in 2008
     and 2007, respectively.

The ratings are supported by Convergys':

  -- Strengthened liquidity position from the aforementioned debt
     exchange;

  -- Significant profitability improvement in CM (70% of total
     revenue) with gross margin increasing by 7.4 percentage
     points to nearly 38% in the quarter ended June 30, 2009, the
     highest in the last five years;

  -- Significant recurring revenue base primarily from long-term
     CM contracts partially offset by fluctuations in call volumes
     with existing clients;

  -- Long-term customer relationships.

Negative rating actions could occur if:

  -- Funds flow from operations continues to deteriorate,
     resulting in a material decline in liquidity.

  -- Convergys ceases to provide CM services to any of its largest
     customers, including AT&T Inc. (rated 'A', Stable Outlook by
     Fitch), Comcast Corporation (rated 'BBB+', Stable Outlook) or
     DirecTV, which Fitch views as unlikely in the absence of an
     acquisition given the significant switching costs of
     transitioning customer care either in-house or to an
     alternate third-party vendor, and considering the company's
     established, long-term relationships with its largest
     customers.

Positive rating actions could occur if Convergys:

  -- Achieves a favorable resolution with respect to ongoing
     client negotiations to restructure two HRM outsourcing
     contracts, resulting in lower implementation costs and
     greater and more consistent FFO;

  -- The company continues to expand into new industries, enabling
     greater diversity of its revenue base by further reducing
     customer (AT&T/Sprint) and industry concentration
     (communications).

Under the terms of the debt exchange, Convergys offered up to
$125 million of new 5.75% junior subordinated convertible
debentures due Sept. 15, 2029, in exchange for up to
$122.5 million of its 4.875% senior notes due Dec. 15, 2009
($193 million outstanding at June 30).  Approximately $171 million
of existing senior notes were tendered (oversubscribed), thereby
reducing remaining debt maturities in 2009 by nearly $123 million
to approximately $70 million in exchange for $125 million of new
2029 debentures.  Fitch assigns zero equity credit to the junior
subordinate convertible debentures primarily due to a lack of
coupon deferral or mandatory equity conversion, which limit the
company's financial flexibility in times of financial duress.  The
indenture governing the debentures has no financial covenants, but
includes a change of control.

Fitch believes the debt exchange will not have a material effect
on the company's credit metrics.  Excluding special charges, Fitch
projects leverage (total debt/operating EBITDA) will decline to
1.8 times from 2.1x as of June 30, 2009 and 2.2x at year-end 2008.
Fitch believes interest coverage (EBITDA/gross interest expense)
will decline to 10x in 2009 from approximately 13x in 2008.
However, Fitch estimates the inclusion of $88 million of cash
charges relating to excess HRM implementation costs incurred in
second-quarter 2009 increases projected year-end 2009 leverage to
2.6x and reduces interest coverage to 7x.

Convergys' liquidity position pro forma for the debt exchange has
strengthened markedly to nearly $619 million as of June 30, 2009
after reaching a five-year low of $122 million as of year-end
2008.  Fitch derives one-year liquidity based on the difference
between liquidity sources (cash + revolver availability +
securitization availability + trailing 12 months [TTM] CFO + any
other sources) and required liquidity uses (TTM capital
expenditures + current debt maturities + TTM dividends + any other
uses).  The improved liquidity position primarily reflects a
significant improvement in free cash flow to nearly $236 million
in the LTM ended June 30, 2009 compared with $91 million in 2008,
albeit primarily reflecting a nearly nine-day reduction in days
sales outstanding, a new undrawn $125 million A/R securitization
facility and $180 million reduction in near-term debt maturities
since year-end 2008, primarily reflecting prepayment of the 4.875%
senior notes due in December 2010 through cash prepayments
($58 million) and the debt exchange ($122 million).  Fitch
anticipates free cash flow of approximately $200 million in 2009
compared with $92 million in 2008, excluding $42 million of
dividends received from investments in cellular partners that are
included in cash flow from investing.

Pro forma for the debt exchange, Convergys' total debt is
approximately $610 million, primarily consisting of:

  -- $70 million of 4.875% senior unsecured notes due on Dec. 15,
     2009;

  -- $400 million revolving credit facility borrowings due on Oct.
     20, 2011;

  -- $125 million of 5.75% junior subordinated convertible
     debentures due in October 2029.


CONVERGYS CORP: S&P Assigns 'BB-' Rating on $125 Mil. Junior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level and '6' recovery ratings to Convergys Corp.'s
$125 million of 5.75% junior subordinated convertible debentures
due 2029.  The '6' recovery rating indicates expectations of
negligible (0%-10%) recovery in the event of a payment default.

The company issued the new debenture under a debt-for-debt
exchange offer that it launched on Sept. 9, 2009.  The company
offered to the holders of its 4.875% senior unsecured notes that
mature on Dec. 15, 2009, the option to exchange that bond for new
5.75% junior subordinated convertible debentures that mature on
Sept. 15, 2029.  Convergys capped the exchange offer at
$122.5 million of the 4.875% senior notes, though $192.6 million
was outstanding as of June 30, 2009.  Pro forma for the exchange,
$70 million of the 4.875% notes remain outstanding.  S&P will
withdraw the ratings on those notes when the bond matures in
December 2009.

S&P also affirmed the 'BB+' corporate credit rating on Cincinnati-
based Convergys.  The outlook on the company is negative.

"We expect that Convergys will continue to experience operational
challenges across all business segments over the intermediate
term," said Standard & Poor's credit analyst Naveen Sarma.
Besides resulting in little or no revenue growth, these challenges
will continue to affect profitability.  Consolidated operating
margins, which were about 9.0% two years ago, have declined to
7.3% for the second quarter of 2009, excluding restructuring costs
and one-time items.


COOPER-STANDARD: Cooper Tire Allowed to Sue Applicant in U.S.
-------------------------------------------------------------
The Ontario Superior Court of Justice issued an endorsement
lifting the stay of proceedings in the insolvency case of Cooper-
Standard Automotive Canada Ltd., allowing Cooper Tire Rubber
Company to commence proceedings against CSA Canada in the U.S.
Bankruptcy Proceedings.

Cooper Tire asserts ownership of about $60 million in tax
refunds, which CS Canada received from the Canada Revenue Agency,
based on the terms of a stock purchase agreement between Cooper
Tire and Cooper-Standard Holdings Inc.  Under the agreement,
Cooper Tire is reportedly entitled to all refunds of taxes and
interest received by CS Holdings or any of its units including
CSA Canada.  Cooper Tire also wants to recover $42.5 million in
additional Canadian tax refunds yet to be received.

To recall, Cooper Tire sought permission from Judge Peter J.
Walsh in the U.S. Bankruptcy Court for the District of Delaware
to commence proceedings in Ontario to determine the issue of
entitlement to the anticipated tax refunds and interest.
However, that request was refused.

Cooper Tire, hence, seeks to have the ultimate issue of the
entitlement to the refunds and interest determined by the U.S.
Bankruptcy Court by amending its present complaint against CSA
and CSA Holdings in the U.S. Court to include CSA Canada.  To do
so requires that the stay of proceedings be lifted in the CCAA
proceedings.

CSA Canada, RSM Richter Inc. as Monitor, and the DIP Lender
opposed the lift stay request.

In a 7-page document dated September 29, 2009, the Canadian Court
held that Cooper Tire would face "significant risk" because of
CSA Canada's refusal to segregate future tax refunds it would
receive pending adjudication of Cooper Tire's claims.

The Canadian Court cited in particular an incident where CSA
Canada used the tax refunds it received on July 27, 2009, for
working capital, which contravened the terms of the Stock
Purchase Agreement.

"While CSA Canada is not a party to the agreement, it seems the
handling of the July 27, 2009 refunds was in derogation of the
obligation of [CS Holdings] under the agreement which had
committed itself to remitting to Cooper Tire the tax refunds and
interest," the Canadian Court said.

"Cooper Tire is put to significant risk and possible prejudice if
its claimed right to the refunds is not adjudicated upon
expeditiously," the Canadian Court further said.

The Canadian, therefore, ordered that all tax refunds and
interest received by CSA Canada be segregated immediately upon
receipt and not be disbursed or encumbered or otherwise dealt
with in any way until further Court order.

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

      http://bankrupt.com/misc/CooperEndorsementSept29.pdf

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: Cooper Tire Amends Suit to Include Canadian Unit
-----------------------------------------------------------------
Cooper Tire & Rubber Company filed an amended complaint in the
U.S. Bankruptcy Court for the District of Delaware, naming
Cooper-Standard Automotive Canada Ltd., the Canadian unit of
Cooper-Standard Holdings Inc., as one of the defendants.

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

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

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

The move to file an amended complaint came after the Ontario
Superior Court of Justice, which oversees the insolvency case of
CSA-Canada, issued an endorsement on September 29, 2009, lifting
the stay in the Canadian unit's case.  The Canadian Court's
decision permits Cooper Tire to file legal actions against CSA
Canada in the Chapter 11 cases of CS Holdings and its U.S.-based
affiliates.

Cooper Tire earlier urged the U.S. Bankruptcy Court to approve
its motion for preliminary injunction that would compel CS
Holdings and Cooper-Standard Automotive Inc. to put funds in an
exclusive escrow account until a ruling is issued on the merit of
its claims against the companies.  Cooper Tire argued there is a
strong probability that it would win the case, pointing out that
the tax refunds are property of the company as provided by a
stock purchase agreement with CS Holdings.

CS Holdings and CS automotive, however, countered that Cooper
Tire cannot obtain approval of its motion because the company
failed to show that it has a likelihood of success on the merits
of its claims.  The defendants also said that there is no need
for Cooper Tire's motion to be heard before the U.S. bankruptcy
Court since CSA Canada has not received any additional tax
refunds.

Cooper Tire asserts ownership of about $60 million in tax
refunds, which CS Canada received from the Canada Revenue Agency,
based on the terms of a 2004 stock purchase agreement that was
executed in connection with the transfer of its stock to CS
Holdings.  Under the agreement, Cooper Tire is reportedly
entitled to all refunds of its taxes and interest received by CS
Holdings or any of its units.

Cooper Tire also wants to recover $42.5 million in additional
Canadian tax refunds yet to be received.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: CS Automotive's Schedules of Assets & Debts
------------------------------------------------------------
A.     Real Property
      Plant  (El Dorado, Arkansas)                   $1,700,000
      Plant  (Surgoinsville, Tennessee)               1,467,827
      Plant  (Auburn, Indiana)                        8,856,584
      Office (Auburn, Indiana)                          914,459
      Plant & Offices (Auburn, Indiana)               2,869,027
      Plants (Gaylord, Michigan)                      1,629,159
      Plants (Goldsboro, North Carolina)              3,516,502
      Plant (Spartanburg, South Carolina)             1,565,332
      Plants (Fairview, Michigan)                     1,259,331

B.     Personal Property
B.1    Cash on hand                                       7,315
B.2    Bank Accounts                                 18,653,861
      See http://bankrupt.com/misc/CSAutomotiveAccounts.pdf
B.3    Security Deposits                                201,709
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             Undetermined
B.10   Annuities                                              0
B.11   Interests in an education IRA                          0
B.12   Interests in IRA, ERISA or other Pension Plans         0
B.13   Business Interests and stocks
      CS Automotive FHS Inc.                        120,596,412
      CS Automotive Brasil Sealing Ltda.             87,780,195
      CSA International Holdings CV                  81,674,112
      Others                                        224,843,829
      See http://bankrupt.com/misc/CSAutomotiveStock.pdf
B.14   Interests in partnerships                     13,145,750
B.15   Government and Corporate Bonds                         0
B.16   Accounts Receivable
      Intercompany Note - CSA Canada Limited        148,844,198
      Intercompany Balance - CS Automotive OH LLC   104,581,472
      Others                                        228,335,762
      See http://bankrupt.com/misc/CSAutomotiveReceivable.pdf
B.17   Alimony, support                                       0
B.18   Other Liquidated Debts                           298,249
B.19   Equitable or future interests, life estates            0
B.20   Contingent & noncontingent interests                   0
B.21   Other contingent, unliquidated claims       Undetermined
B.22   Patents                                     Undetermined
      See http://bankrupt.com/misc/CSAutomotivePatents.pdf
B.23   Licenses                                       1,182,173
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     7,687,478
B.29   Machinery                                     55,919,198
B.30   Inventory                                     26,698,612
B.31   Animals                                                0
B.32   Crop                                                   0
B.33   Farming equipment & implements                         0
B.34   Farm supplies                                          0
B.35   Other Personal Property                       17,718,375

       TOTAL SCHEDULED ASSETS                    $1,161,946,922
       ========================================================

C.   Property Claimed as Exempt                   Not Applicable

D.   Secured Claim
    Deutsche Bank Trust Company Americas           $567,040,287
    Others                                           67,310,216

E.   Unsecured Priority Claims                                0

F.   Unsecured NonPriority Claims                 1,394,016,731
    See http://bankrupt.com/misc/CSAutomotive_schedf.pdf

       TOTAL SCHEDULED LIABILITIES               $2,028,367,234
       ========================================================

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: CS Automotive's Statement of Fin'l Affairs
-----------------------------------------------------------
Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings Inc., informed the U.S. Bankruptcy Court
for the District of Delaware Southern District of New York that
Cooper-Standard Automotive Inc. recorded income from the
operation of its business within two years prior to the petition
date:

   Period                                    Amount
   ------                                    ------
   Fiscal YTD 2009                        $226,607,918
   Fiscal 2008                            $508,211,455
   Fiscal 2007                            $591,773,159

CS Automotive also generated $77,582,614 from other sources
during the same period.

Mr. Campbell disclosed that within 90 days before its bankruptcy
filing, CS Automotive paid $ 135,840,252 to creditors.  A list of
the 90-day prepetition payments is available without charge at:

     http://bankrupt.com/misc/CSAPaymentCreditors_90days.pdf

Within one year before its bankruptcy filing, CS Automotive made
payments to insiders, a list of which is available without charge
at http://bankrupt.com/misc/CSAPaymentInsiders.pdf

CS Automotive also paid $5,816,994 to these firms related to debt
counseling or bankruptcy within the same period:

    Firms                                    Amount
-----------                                --------
Alvarez & Marsal                         $1,260,020
Davies Ward Phillips & Vineberg            $250,000
Fried Frank Harris Shriver & Jacobson    $3,203,300
Lazard Freres & Co LLC                     $838,673
Richard Layton & Finger                    $125,000
Sitrick and Company                        $140,000

Within one year before the petition date, CS Automotive made
gifts and charitable contributions aggregating $81,269, which
include:

  Person/Organizations           Amount
  --------------------           ------
  S.A.Y. Detroit                $28,764
  United Way                    $10,000
  Focus Hope                    $10,000
  United Way of Wayne County     $5,000
  March of Dimes                 $4,000
  Otsego Club                    $3,200
  United Way of the Piedmont     $3,000
  American Cancer Society        $2,500
  MDA                            $1,600

Mr. Campbell disclosed that the company lost $8,000 from fire
incident at its facility in Gaylord, Michigan, in February 2009.

CS Automotive and its affiliated debtors engage in asset sales of
aged equipment or property of a de minimis nature from time to
time, according to Mr. Campbell.  He did not provide details but
said that additional information about the transfers would be
available upon request.

CS Automotive is or was a party to 15 lawsuits within the year
immediately before the petition date, a list of which can be
accessed for free at http://bankrupt.com/misc/CSA_lawsuits.pdf

From September 29, 2007, to June 6, 2009, the company conducted
inventories supervised by these personnel:

   Dates       Supervisor          Amount of Inventory
----------   ------------         -------------------
  09/29/07   Duane Knueve         $1,879,719 - Standard cost
  10/27/07   Matthew Sterling     $2,226,726 - Standard cost
  10/27/07   Victor Guardado      $2,120,991 - Standard cost
  10/27/07   Victor Guardado      $1,991,317 - Standard cost
  10/28/07   Gary Cobb            $4,207,128 - Standard cost
  11/30/07   Jerry Karabinos      $969,861 - Cost
  11/30/07   Julie Knox           $1,361,464 - Cost
  11/30/07   Doug Carrier         $771,224 - Standard cost
  11/30/07   Jerry Karabinos      $114,913 - Cost
  12/01/07   Mark Cavanaugh/
             Dave Schober         $1,032,833 ? Cost

  10/24/08   Lee/Barylski         $8,323,644 - Standard cost
  10/31/08   Lisa Wheeler         $3,172,403 - Standard cost
  10/31/08   Janice Kwapis        $1,144,612 - Standard Cost
  12/18/08   Nancy Garcia Rojas    $768,460 - Standard cost
  10/24/08   Lee/Barylski         included in Auburn, Indiana ?
                                  Standard Cost

  02/20/09   Blanca Suarez        $1,996,688 - Cost
  04/07/09   Nancy Garcia Rojas   $859,341 - Standard cost
  04/28/09   Janice Kwapis        $1,539,362 - Standard Cost
  04/30/09   Lisa Wheeler         $3,016,841 - Standard cost
  06/06/09   Blanca Suarez        $1,963,189 ? Cost
  03/13/09   Lee/Barylski         $0.00 - included in
                                  Auburn, Indiana

CS Automotive closed its two bank accounts with JP Morgan Chase,
two with National City and one with RBS/ABN within the year prior
to its bankruptcy.

Mr. Campbell disclosed that within two years prior to CS
Automotive's bankruptcy filing, these firms audited the company's
books of account and records or prepared its financial
statements:

   Firms                           Dates Services Rendered
---------                         -----------------------
Ernst & Young, LLP                August 2007 to August 2009
FTI                               May 2009 to June 2009

Cooper-Standard Holdings Inc. has 100% stock ownership in CS
Automotive, according to Mr. Campbell.

                       About Cooper-Standard

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

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

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

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

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


CORUS BANKSHARES: Starwood/TPG's $2.77-Bid Wins Assets Auction
--------------------------------------------------------------
Nick Timiraos at The Wall Street Journal relates Barry
Sternlicht's Starwood Capital Group, along with private-equity
firm TPG, made the winning bid of about $2.77 billion for Corus
Bankshares unit Corus Bank's condo assets, which have a face value
of $5 billion.  According to The Journal, the deal would be
disclosed by the Federal Deposit Insurance Corp. soon, and will
give Starwood Capital the Corus portfolio of 112 construction
loans, more than two-thirds of which are in default or are in
foreclosure.  Citing Mr. Sternlicht, The Journal relates that the
FDIC's offer of 0% financing means that "you can afford to hold
these properties and sell them at the right pace in difficult
markets".  The FDIC is providing financing and taking a 60% equity
stake in the Starwood partnership, The Journal says.

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.


CR NEVADA ASSOCIATES-AVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: CR Nevada Associates-Ave. K, LLC
        2413 Avenue K
        Galena Park, TX 11111

Bankruptcy Case No.: 09-37615

Chapter 11 Petition Date: October 6, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: James B. Jameson, Esq.
                  Attorney at Law
                  3355 West Alabama, Suite 1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710
                  Email: jbjameson@jamesonlaw.net

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

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

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

The petition was signed by Marc A. Cooke, president of the
Company.


CRYOPORT INC: Expects to Raise $8.8MM by Issuing Common Shares
--------------------------------------------------------------
Cryoport Inc. filed with the Securities and Exchange Commission a
preliminary prospectus in connection with its public offering of
2,040,816 units, consisting of an aggregate of 2,040,816 shares of
common stock and warrants to purchase an additional 2,040,816
shares of common stock.  Each unit consists of one share of common
stock and a warrant to purchase one share of common stock at an
exercise price of 110% of the public offering price of the units
in this offering.  The common stock and warrants are immediately
separable and will be issued separately.

The Company estimates that the net proceeds from the sale of the
units being offered will be approximately $8.8 million, based on
an assumed public offering price of $4.90 per unit, after
deducting underwriting discounts and commissions and estimated
offering expenses that the Company must pay.  The Company intends
to use those net proceeds primarily to build up inventory, for
capital expenditures, including establishing selected global
staging and refurbishing sites, and for working capital and
general corporate purposes.  The Company may also use the proceeds
to finance the acquisition of complimentary businesses or
services.  The Company said it currently has no agreements or
commitments for any specific acquisitions at this time.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol CYRX.  Prior to the effectiveness of the
registration statement of which the prospectus is a part, the
Company will effect a reverse stock split anticipated to be on a
10-to-1.  On September 30, 2009, the last reported sale price for
the common stock was $4.90 per share (giving effect to the
anticipated 10-to-1 reverse split).

The Company intends to apply for listing of the common stock and
warrants on the Nasdaq Capital Market under the symbol "COLD" and
"COLDW," respectively, which the Company expects to occur
immediately prior to the date of the prospectus.  No assurance can
be given that the application will be approved.  If the
application is not approved, the Company will not complete the
offering and the shares of common stock will continue to be traded
on the OTC Bulletin Board.

Rodman & Renshaw, LLC, serves as underwriter.

                        About Cryoport Inc.

Cryoport Inc. provides an innovative cold chain frozen shipping
system dedicated to providing superior, affordable cryogenic
shipping solutions that ensure the safety, status and temperature,
of high value, temperature sensitive materials. Cryoport has
developed a line of cost effective reusable cryogenic transport
containers capable of transporting biological, environmental and
other temperature sensitive materials at temperatures below zero
degrees centigrade.  These dry vapor shippers are the first
significant alternative to using dry ice and achieve 10+ day
holding times compared to 1-2 day holding times with dry ice.

The Company has incurred recurring losses and negative cash flows
from operations since inception and has a working capital deficit
of $3,693,015 and a cash and cash equivalents balance of $249,758
at March 31, 2009.  Management has estimated that cash on hand,
including cash borrowed under convertible debentures issued in the
first quarter of fiscal 2010, will be sufficient to allow the
Company to continue its operations only into the third quarter of
fiscal 2010.  In its June 30, 2009 report, KMJ Corbin & Company
LLP, the Company's outside auditors, said these matters raise
substantial doubt about the Company's ability to continue as a
going concern.

As of March 31, 2009, the Company had $1,572,556 in total assets
against $6,348,460 in total liabilities, resulting in $4,775,904
in stockholders' deficit.


CRYOPORT INC: Restructures Obligations to Debenture Holders
-----------------------------------------------------------
CryoPort, Inc., on September 17, 2009, entered into an Amendment
to Debentures and Warrants, Agreement and Waiver with Enable
Growth Partners LP, Enable Opportunity Partners LP, Pierce
Diversified Strategy Master Fund LLC, Ena, and BridgePointe Master
Find Ltd., who are the Holders the Company outstanding Original
Issue Discount 8% Senior Secured Convertible Debentures dated
September 27, 2007, and Original Issue Discount 8% Secured
Convertible Debentures dated May 30, 2008, as such Debentures and
Warrants have been amended to date.   The effective date of the
Amendment is September 1, 2009.

The purpose of the Amendment was to restructure the Company's
obligations under the outstanding Debentures to reduce the amount
of the required monthly principal payment and temporarily defer
the commencement of monthly principal payments -- which was
scheduled to commence September 1, 2009 -- and ceases the
continuing interest payments for a period time.

A summary of the material terms of the Amendment:

     1. The Company must obtain stockholder approval of an
        amendment to its Amended and Restated Articles of
        Incorporation to increase the number of authorized shares
        of its common stock to 250,000,000, and file the
        amendment with the Nevada Secretary of State, by
        December 31, 2009.  If the Company fails to obtain
        stockholder approval and file the amendment by
        December 31, 2009, the Company will be in default under
        the Warrants which will trigger a Holder's option to cause
        the Company to redeem all or a portion of a given
        outstanding Warrant by paying to the Holder an amount
        equal to the greater of (i) the Black-Scholes value of the
        amount of the Warrant being redeemed as of the date the
        Holder delivers the required default notice and (ii) the
        highest Black-Scholes value of the amount of the Warrant
        to be redeemed from the date of the notice of redemption
        through the trading day that the redemption amount is paid
        to the Holder.  Any unpaid redemption amount due to a
        Holder will bear interest at the rate of 18% per annum.

     2. The principal amount of each outstanding debenture is
        increased as of September 1, 2009, by an amount equal to
        all accrued and unpaid interest as of such date, plus all
        interest that would have accrued on the principal amount
        (as increased as of September 1, 2009, to reflect the then
        accrued but unpaid interest) from September 1, 2009, to
        July 1, 2010 (the maturity date of the Debentures).  The
        Company shall have no obligation under the Debentures to
        make further payments of interest, and interest will
        cease to accrue, during the period September 1, 2009, to
        July 1, 2010.

     3. The conversion price of the Debentures was decreased from
        $0.51 per share to $0.45 per share.

     4. The commencement of the Company's obligation to make
        monthly payments of principal is deferred from
        September 1, 2009, to January 1, 2010, at which time the
        Company will make monthly pro rata payments to the Holders
        in the aggregate amount of $200,000 with a balloon payment
        due on the maturity date of July 1, 2010.  Prior to the
        Amendment, the Company was obligated to repay the entire
        outstanding principal amount of the debentures in 12 equal
        monthly payments commencing on August 1, 2009.

     5. The Holders' existing right to maintain a fully diluted
        ownership equal to 31.5% has been increased by the
        Amendment to a fully diluted ownership of 34.5%.

     6. The exercise price of the outstanding Warrants was
        decreased from $0.51 per share to $0.45 per share, which
        also resulted in a corresponding pro rata increase in the
        number of shares that may be purchased upon exercise of
        such Warrants as a result of the existing adjustment
        provision contained in each Warrant.

     7. Additional covenants were added to the Debentures
        (replacing similar covenants which had terminated as of
        June 30, 2009) and shall remain in full force so long as
        any of the Debentures remain outstanding:

        a. The Company will maintain a total cash balance of no
           less than $100,000 at all times during the Covenant
           Period;

        b. The Company will have an average monthly operating cash
           burn of no more than $500,000 during the Covenant
           Period.  Operating cash burn is defined by taking net
           income (or loss) and adding back all non-cash items,
           and excludes changes in assets, liabilities and
           financing activities;

        c. The Company will have a minimum current ratio of
           0.5 to 1 at all times during the Covenant Period.  This
           calculation is to be made by excluding the current
           portion of the convertible notes payable and accrued
           interest, and liability from derivative instruments
           from current liability for the current ratio;

        d. Accounts payable will not exceed $750,000 at any time
           during the Covenant Period;

        e. Accrued salaries will not exceed $350,000 at any time
           during the Covenant Period; and

        f. The Company will not make any revisions to the terms
           of the existing contractual agreements for the Notes
           Payable to Former Officer, Related Party Notes Payable
           and the Line of Credit; other than the previous
           amendment to the payment terms of a note payable to the
           Company's former CEO.

The Company may not deliver a redemption notice with respect to
the outstanding Debentures until such time as the closing price of
the Company's common stock will have exceeded $0.70 (as adjusted
for stock splits or similar transactions) for 10 consecutive
trading days prior to the delivery of the redemption notice.

                        About Cryoport Inc.

Cryoport Inc. provides an innovative cold chain frozen shipping
system dedicated to providing superior, affordable cryogenic
shipping solutions that ensure the safety, status and temperature,
of high value, temperature sensitive materials. Cryoport has
developed a line of cost effective reusable cryogenic transport
containers capable of transporting biological, environmental and
other temperature sensitive materials at temperatures below zero
degrees centigrade.  These dry vapor shippers are the first
significant alternative to using dry ice and achieve 10+ day
holding times compared to 1-2 day holding times with dry ice.

The Company has incurred recurring losses and negative cash flows
from operations since inception and has a working capital deficit
of $3,693,015 and a cash and cash equivalents balance of $249,758
at March 31, 2009.  Management has estimated that cash on hand,
including cash borrowed under convertible debentures issued in the
first quarter of fiscal 2010, will be sufficient to allow the
Company to continue its operations only into the third quarter of
fiscal 2010.  In its June 30, 2009 report, KMJ Corbin & Company
LLP, the Company's outside auditors, said these matters raise
substantial doubt about the Company's ability to continue as a
going concern.

As of March 31, 2009, the Company had $1,572,556 in total assets
against $6,348,460 in total liabilities, resulting in $4,775,904
in stockholders' deficit.


CYNERGY DATA: Lenders Balk At $21M Transfer to Harris
-----------------------------------------------------
Law360 reports that a group of lenders to bankrupt credit card
processor Cynergy Data LLC has objected to $21 million in cure
payments the company is proposing to transfer to Harris Bank N.A.,
claiming the Debtor is taking sides between creditors and the
bank.

Launched in 1995, Cynergy Data is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  Aside from Nixon peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel.  Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to Cynergy Holdings, LLC, an affiliate of The
ComVest Group, which will serve as stalking horse bidder in an
auction.


DAN KOOSH: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Dan Koosh
        3470 Ranchita Canyon Road
        San Miguel, CA 93451

Bankruptcy Case No.: 09-14126

Chapter 11 Petition Date: October 6, 2009

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

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  7 W Figueroa 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  Email: cheryl@msmlaw.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. Koosh's petition, including a list of his
10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-14126.pdf

The petition was signed by Mr. Koosh.


DANA HOLDING: Achieves Full Compliance with NYSE Listing Standards
------------------------------------------------------------------
Dana Holding Corporation has received notice from the New York
Stock Exchange informing the company that it has achieved full
compliance with all NYSE quantitative listing standards.

In December 2008, Dana received a letter of non-compliance from
the NYSE notifying the company that it had fallen below both the
minimum share price and market capitalization requirements for
continued listing on the exchange.

On May 29, 2009, Dana satisfied the minimum share price
requirement of maintaining a 30-day average share price of greater
than $1.00 and had a closing price of at least $1.00 on that date,
which was the last trading day of the calendar month.  Compliance
for the market capitalization standard, and restoration of full
compliance with NYSE listing standards, required that Dana
maintain an average market capitalization of greater than $100
million for two consecutive quarterly review periods.  The company
has exceeded this requirement since May 2009.

The company recently completed a successful public offering of
common stock that raised approximately $250 million.

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.


DANA HOLDING: Goldman Sachs Picks Option to Purchase Shares
-----------------------------------------------------------
Dana Holding Corporation on October 6, 2009, said Goldman, Sachs &
Co., as representative of the underwriters in Dana's recent common
stock offering, has exercised the option to purchase 5,083,100
additional shares of Dana common stock.  The sale of the option
shares closed October 6 and the net proceeds to Dana are
approximately $32.6 million.

In connection with Dana's common stock offering, which closed on
September 29, the underwriters were granted a customary 30-day
option to purchase up to 5,100,000 additional shares of common
stock.

"We are pleased that we have the opportunity to raise additional
funds," said Dana CEO Jim Sweetnam. "We believe these additional
proceeds will help provide continued flexibility for future growth
and restructuring of operations."

Copies of the prospectus supplement and accompanying base
prospectus related to the offering may be obtained from Goldman,
Sachs, & Co. via telephone at: (866) 471-2526; via facsimile at:
(212) 902-9316; via e-mail at: prospectus-ny@ny.email.gs.com; or
via standard mail at Goldman, Sachs, & Co., Prospectus Department,
85 Broad Street, New York, N.Y. 10004.

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.


DANIEL FLORES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Daniel R. Flores
               Abelina Herrera Flores
               54-353 Avenida Vallejo
               La Quinta, CA 92253

Bankruptcy Case No.: 09-33642

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtors' Counsel: Leonard J. Cravens, Esq.
                  POB 2714
                  Indio, CA 92202-2714
                  Tel: (760) 342-1810
                  Email: cravenslaw@dslextreme.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.


DEL FRISCO: S&P Changes Outlook to Stable, Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B-' corporate
credit rating on Southlake, Texas-based Del Frisco's Restaurant
Group LLC and revised the outlook to stable from negative.  The
outlook revision comes after the company executed an amendment
that among other things reset financial covenants for the life of
the loan.  Based on that amendment, S&P believes the company can
remain covenant-compliant in the near term, and thus maintain
adequate liquidity.  The company likely will generate positive
free cash flows going forward.  The amendment also set
restrictions on capital spending, increased the interest rate
margin and tightened the excess cash flow sweep.  S&P expects that
the lower capital spending will more than offset the increased
interest costs and allow the company to reduce debt and have
adequate cash balances.

"The ratings on Del Frisco's reflect its highly leveraged capital
structure and the significant challenges it will face as an
operator of high-end steakhouse restaurants given the weak
consumer and business spending trends," said Standard & Poor's
credit analyst Charles Pinson-Rose.

The company has faced acute sales pressure over the past year as
consumer and business spending are down dramatically.   Year to
date, same-store sales have been down double digits at both of the
company's concepts, Del Frisco's and Sullivan's.

Overall margins have been strained as the company has deleveraged
administrative, labor, occupancy, and utility costs as a result of
the sales declines.  This has been somewhat offset by lower food
costs, but overall operating margins and company-wide
profitability are down in each of the last three quarters, despite
restaurant growth last year.

S&P expects Del Frisco's to have weak same-store sales for the
balance of the year.  This may moderate in the fourth quarter,
given the decline in the quarter last year, but will still be
significant.  In 2010, S&P still expects same-store sales to be
pressured, but to decelerate considerably and likely be down in
the low single digits for at least the first part of the year.
S&P expects Del Frisco's to reduce debt through free cash flows
next year.  Credit metrics may deteriorate in the next two or
three quarters, but may stabilize beyond that point.


DELAMORE ELIZABETH: Files Chapter 11 in Dayton, Ohio
----------------------------------------------------
Delamore Elizabeth Place LP filed a Chapter 11 petition in Dayton
Ohio.  It filed for Chapter 11 on Sept. 30 (Bankr. S.D. Ohio Case
No. 09-36187).  The petition says assets are less than $50 million
while debts exceed $50 million.

Delamore Elizabeth is the owner of the Elizabeth Place medical and
office building in Dayton, Ohio.  The project is a development by
the Delamore Cos.  Delamore's Web site says it acquired over
one million square feet of commercial space in the first half of
2007, which means they bought at the top of the market.


DELPHI CORP: Businesses Split Into 3 After Emergence
----------------------------------------------------
To recall, on October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization.

A Master Disposition Agreement executed among Delphi Corporation,
Motors Liquidation Company, General Motors Company, GM Components
Holdings LLC, and DIP Holdco 3, LLC divides Delphi's business
among three separate parties -- DPH Holdings LLC, GM Components,
and DIP Holdco 3.

Under the Master Disposition Agreement, GM effectuated purchase
of Delphi's global steering business and certain United Auto
Workers under GM's control, including facilities located in Grand
Rapids, Michigan; Rochester, New York; Kokomo, Indiana; and
Lockport, New York.  For its part, DIP Holdco 3 took Delphi's
U.S. and non-U.S. businesses going forward with $3.6 billion in
emergence capital and capital commitments but without the labor-
related legacy costs associated with the North American sites,
which were acquired by GM Components.

Upon consummation of the transactions under the Master
Disposition Agreement, on October 6, 2009, a new private company
known as Delphi Holdings LLP is created and owned by GM and the
DIP Lenders.

GM is renaming Delphi Global Steering Business as Nexteer
Automotive upon acquisition.  Robert Remener is to remain as
president of the Steering Business.

Delphi and its debtor affiliates will be known as DPH Holdings
Corporation and affiliates.  They will retain certain residual
non-core and non-strategic assets and liabilities of the Old
Delphi that will be divested over time.  DPH Holdings will also
be responsible for the administration of the Debtors' Chapter 11
cases.

Delphi is exiting bankruptcy with fewer plants and workers.
Delphi has downsized its operations in the United States
throughout the bankruptcy process from more than 40 plants to
only four plants, with the factory in Clinton, Mississippi, also
set to close by December 31, 2009, the Free Press related.
Similarly, Delphi's workforce in the U.S. has shrunk from 50,600
in 2005, to 14,000 as of June 2009, the Free Press disclosed.
Overall, Delphi has trimmed its global workforce from 180,000 to
100,000 workers since 2005, the Financial Times related in a
separate report.

As previously reported, the Modified First Amended Joint Plan of
Reorganization of Delphi and its affiliates was confirmed by
Judge Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York on July 30, 2009.

The confirmed Delphi Modified Plan has been declared effective as
of October 6, 2009.  The Modified Plan was substantially
consummated at a closing that occurred at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP in New York; provided however
that all the transactions contemplated by the Master Disposition
Agreement and related agreements to occur at the closing are
effective for tax and accounting purposes as of 11:58 p.m.,
Eastern Time, on the closing date pursuant to the Master
Disposition Agreement.

          Claims Discharge, Injunction, Plan Releases

Due to the occurrence of the Effective Date, the Confirmation
Order is deemed a judicial determination of the discharge of all
Claims against and Interests in the Debtors.

Moreover, the satisfaction, release, and discharge pursuant to
the Modified Plan will act as an injunction against any Person
commencing or continuing any action, employment of process, or
act to collect, offset, or recover any Claim, Interest, or Cause
of Action satisfied, released, or discharged under the Modified
Plan.  By accepting distributions pursuant to the Modified Plan,
each Holder of an Allowed Claim will be deemed to have
specifically consented to the injunctions set forth under the
Modified Plan.

As of the Effective Date, each Debtor is deemed to release and
discharge all "Released Parties" for and from any and all claims
or Causes of Action existing as of the Effective Date.  The
Reorganized Debtors, including Reorganized DPH Holdings, and any
newly formed entities that will be continuing the Debtors'
businesses after the Effective Date, will be bound, to the same
extent the Debtors are bound, by the releases and discharges.

Similarly, as of the Effective Date, each Person who has voted to
accept the Modified Plan and each entity which holds a claim or
interest in the Debtors will have irrevocably and forever
released and discharged all "Released Parties" for and from any
claim or Cause of Action existing as of the Effective.

                  Establishment of Bar Dates

Also reflected in Delphi's Notice of Effective Date is the
establishment of an Administrative Bar Date, a Final Fee
Applications Deadline, and a Substantial Contribution Bar Date.

A. Administrative Claims Bar Date

  Requests for payment of an Administrative Claim must be filed
  with Kurtzman Carson Consultants, the Debtors' claims and
  notice agent, and served on counsel for the Debtors and the
  Creditors' Committee no later than November 5, 2009, or will
  be disallowed automatically without the need for any objection
  from the Debtors or Reorganized Debtors.

  Unless the Debtors or the Reorganized Debtors object to an
  Administrative Claim on or prior to May 4, 2010, the
  Administrative Claim will be deemed allowed in the amount
  requested.  In the event the Debtors or the Reorganized
  Debtors object to an Administrative Claim, the Bankruptcy
  Court will determine the allowed amount of that Administrative
  Claim.

B. Professional Claims and Final Fee Applications Deadline

  All final requests for payment of Professional Claims and
  requests for reimbursement of expenses of members of the
  Statutory Committees must be filed no later than December 31,
  2009.  After notice and a hearing pursuant to Court-approved
  procedures, the allowed amounts of the Professional Claims and
  expenses will be determined by the Bankruptcy Court.  Pursuant
  to the Bankruptcy Court's prior orders, any requirement that
  Professionals comply with Sections 327 through 331 of the
  Bankruptcy Code in seeking retention or compensation for
  services rendered terminated on the Confirmation Date, and the
  Reorganized Debtors have employed and paid Professionals in
  the ordinary course of business.

C. Substantial Contribution Bar Date

  Any Person who requests compensation or expense reimbursement
  for making a substantial contribution in the Debtors' Chapter
  11 cases pursuant to Sections 503(b)(3), (4), and (5) of the
  Bankruptcy Code will file an application with the clerk of the
  Bankruptcy Court on or before November 20, 2009, and serve
  that application on counsel for the Debtors, the Creditors'
  Committee, the United States Trustee for the Southern District
  of New York, and other parties as may be decided by the
  Bankruptcy Court and the Bankruptcy Code on or before Nov. 20,
  2009, or be forever barred from seeking compensation or
  expense reimbursement.

                 Delphi's Bankruptcy Timeline

Delphi's four-year bankruptcy stint has not been without hitches.
The Company sought bankruptcy protection in October 2005 amidst
the deterioration of its financial performance.  At that time,
Delphi was heavily burdened with legacy liabilities and was
challenged with a poor automotive industry market.

The Company filed its first Chapter 11 plan as it was approaching
two years into bankruptcy in September 2007, as to which Plan the
Court confirmed in January 2008.  By April 2008, however,
consummation of the Delphi Plan was halted when plan investors
led by Appaloosa Management L.P. backed out of a $2.5 billion
equity financing commitment under the Confirmed Plan.  The
parties are currently involved in a contested litigation in light
of the failed financing deal.  Delphi thus turned to its former
parent, GM, for liquidity support.  Delphi's problems were
aggravated by a global economic crisis that threatened big
companies, including GM, in 2008.

Delphi also had its share of clashes with its labor unions.
Eventually though, the Company was able to obtained Court
authority to terminate retiree benefits, thereby eliminating more
than $1 billion in liabilities.

Finally, more than four months ago, on June 1, 2009, Delphi
presented to the Bankruptcy Court modifications to the Confirmed
Plan, embodying a Master Disposition Agreement the Company
entered into with GM, GM Components, and Parnassus Holdings, LLC,
an affiliate of Platinum Equity Capital Partners, L.P, that
contemplates that sale of Delphi assets to GM and Parnassus.  The
DIP Lenders opposed the modifications and thus, the asset sale
was subjected to bidding procedures.  Delphi got a pure credit
bid notice from JPMorgan Chase Bank, N.A., as administrative
agent to the DIP Lenders.  It also reached accord with the DIP
Lenders, the Official Committee of Unsecured Creditors and the
Pension Benefit Guaranty Corporation with respect to the Plan
Modifications.  In an auction held July 24, 2009, JPMorgan's Pure
Credit Bid emerged as the successful bid.  Subsequently, General
Motors Company, as assignee of General Motors Corporation, GM
Components and DIP Holdco 3 LLC entered into an amended Master
Disposition Agreement for the purchase of Delphi's assets.  The
Modified Plan was further revised to reflect the July 2009
developments.  Accordingly, the Court confirmed the revised
Modified Plan on July 30, 2009.

Professional bankruptcy fees under the Delphi cases since 2005
may be up to nearly $500 million, according to the Free Press.

                         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: Ace American Sues for Scope of Coverage for Claims
---------------------------------------------------------------
ACE American Insurance Company and Pacific Employers Insurance
Company filed a complaint against Delphi Corporation, the State
of Michigan Workers' Compensation Insurance Agency, and the State
of Michigan Funds Administration, seeking declaratory judgment on
the scope of insurance coverage for workers' compensation claims
under multi-state insurance policies.

ACE issued nine Specific Excess Workers' Compensation and
Employers Liability Policies, which contain a substantial self-
insured retention, with excess insurance for the Underlying Self-
Insured Michigan Workers' Compensation Claims.  ACE or Pacific
Employers also issued nine Workers' Compensation and Employers
Liability Policies that are applicable to certain workers'
compensation claims arising in Michigan against certain of the
Debtors, but are not applicable to any of the Self-Insured
Michigan Workers' Compensation Claims against Delphi.

ACE relates that since 1999, workers' compensation claims
asserted against Delphi in Michigan were defended, covered, and
paid by Delphi as a self-insured employer and not by ACE or
Pacific Employers under the Deductible Policies.

Lawrence J. Kotler, Esq., at Duane Morris LLP, in New York,
discloses that on July 15, 2009, the Director of the Agency sent
a letter to ACE erroneously concluding that Delphi Automotive
Systems Corporation and Delphi have been insured for all workers'
compensation liability in Michigan with Pacific Employers and
ACE.  In August 2009, he points out, ACE and Pacific Employers
began receiving notices of workers' compensation hearings for
numerous Underlying Self-Insured Michigan Workers' Compensation
Claims, which are not covered by the Deductible Policies, but are
only covered by Delphi as an authorized self-insured employer.

Against this backdrop, Mr. Kotler asserts that the Deductible
Policies do not afford coverage for the Underlying Self-Insured
Michigan Workers' Compensation Claims against Delphi.  Rather, he
explains, the Deductible Policies only provide insurance coverage
for workers' compensation claims arising in Michigan against
certain subsidiaries or divisions of Delphi that were not
approved by the Agency as self-insured employers.  He argues that
the Deductible Policies do not provide insurance coverage for
self-insured workers' compensation claims, including claims
covered by the Retention Policies.  He adds that the Retention
Policies only provide that insurance coverage in excess of the
Retention Policies' applicable self-insured retentions.  "Thus,
ACE and Pacific Employers have no insurance coverage obligations
to Delphi with respect to the Underlying Self-Insured Michigan
Workers' Compensation Claims under the Deductible Policies," Mr.
Kotler maintains.

In the event the Deductible Policies are determined to provide
insurance coverage to Delphi for the Underlying Self-Insured
Michigan Workers' Compensation Claims due to a scrivener or
mutual mistake of ACE or Pacific Employers and Delphi, the
Deductible Policies must be reformed to reflect the mutual
understanding and intent of the parties, Mr. Kotler says.

Thus, ACE and Pacific Employers ask the Court to declare that:

(a) they owe no duty to defend Delphi under the Deductible
     Policies for the Underlying Self-Insured Michigan Workers'
     Compensation Claims;

(b) ACE owes no duty to defend any insured under the Retention
     Policies for the Underlying Self-Insured Michigan Workers'
     Compensation Claims;

(c) ACE owes no duty to provide insurance under the Retention
     Policies until the applicable retentions are exceeded; and

(d) ACE and Pacific Employers are entitled to the fees and
     costs arising from their action, including reasonable
     attorney's fees.

In the alternative, if the Deductible Policies as written are
somehow determined to provide insurance coverage for the
Underlying Self-Insured Michigan Workers' Compensation Claims,
ACE and Pacific Employers ask the Court to enter an order
reforming the Deductible Policies to reflect the mutual
understanding, intent and agreement of the parties that the
Deductible Policies do not afford coverage to Delphi for the
Underlying Self-Insured Michigan Workers' Compensation Claims.

                         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: Renames Steering Biz as Nexteer Automotive
-------------------------------------------------------
Effective with the closing of the sale of Delphi's global steering
business to GM Global Steering Holdings LLC, it was announced the
new company will go to market under the Nexteer Automotive brand
name and will be the only global Tier One automotive supplier
exclusively focused on advanced steering and driveline technology.

"We wanted a name with a dynamic look and feel that not only
reflects our 100-year heritage of industry-leading innovation,
hard work and quality products, but also signals the opportunities
we see as a revitalized business with a great future," said Robert
J. Remenar, president of the new company and former president of
Delphi Steering.

Remenar will continue as president of Nexteer Automotive following
the anticipated launch next month.

Already well established with a strong, diverse and global
customer base, the new positioning reinforces Nexteer Automotive's
transition to a stand-alone and separate entity as a GM
subsidiary.  Similar to any automotive supplier in the industry
that serves multiple OEM customers, the appropriate technology,
product, cost and pricing firewalls will continue to be
implemented to ensure all Nexteer Automotive's customers are
protected and supported while it is under GM ownership.

"We believe a product strategy focused exclusively on Electric
Power Steering, Hydraulic Power Steering, driveline and
steer-by-wire will give us an edge on innovation as we place all
of our resources behind bringing to market new technologies that
are valued by our customers," said Remenar.

Nexteer Automotive will begin life as a multi-billion dollar
global steering and driveline business solely dedicated to
electric and hydraulic steering systems, steering columns and
driveline products for original equipment manufacturers.  Nexteer
Automotive's 6,200 employees will serve more than 60 customers in
every major region of the world with 15 manufacturing plants, six
engineering and 14 customer service centers strategically located
in North and South America, Europe and Asia.  The current Delphi
Steering headquarters in Saginaw, Mich., remains global
headquarters for Nexteer Automotive.

Nexteer Automotive's customers include GM, Fiat, Ford, Toyota,
Chrysler, and PSA Peugeot Citroen, as well as automakers in India,
China and South America.

Over the course of the last century, Nexteer Automotive's
industry-leading engineering and product development capabilities
have consistently pioneered new steering technologies that have
enhanced safety, fuel efficiency, comfort and convenience.  This
includes hydraulic assisted steering, tilt wheel steering columns
including power tilt, active and energy absorbing columns, front-
wheel drive and rear-wheel drive halfshafts, the premium
performance TriGlide halfshaft joint, Electric Power Steering,
Quadrasteer(TM) active vehicle dynamic control, and steer-by-
wire.

For more information on Nexteer Automotive, please visit:

                      http://www.nexteer.com/

                         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: 2nd Amendment to ERISA Settlement Has Interim Nod
--------------------------------------------------------------
Bernstein Litowitz Berger & Grossmann, LLP; Grant & Eisenhofer
P.A.; Nix, Patterson & Roach, L.L.P. and Barroway Topaz Kessler
Meltzer & Check, LLP said that in connection with the Delphi
Corporation Securities DERIVATIVE & "ERISA" Litigation, a proposed
second modification to the terms of the settlement with certain
defendants Delphi Securities Action has been presented to, and
tentatively approved by, the Court.

The Second Modification amends the settlement terms set forth in
the Stipulation and Agreement of Settlement With Certain
Defendants dated August 31, 2007, as amended on January 11, 2008,
which was approved by the Court on January 23, 2008 following a
fairness hearing and notice to the Class.  Unless stated
otherwise, all terms capitalized herein are as defined in the
Stipulation, as modified by the First Modification and the Second
Modification.

The proposed Second Modification accelerates the timing and
assures the payment of the Class's recovery but decreases the
consideration received by the Class.  The salient terms of the
proposed modifications are:

  1. The Settlement will become effective independent of the
     occurrence of the Bankruptcy Effective Date and/or the
     substantial consummation of any Delphi plan of
     reorganization, and thus, the $90.1 million in cash (plus
     interest), less Court-approved attorneys' fees and expenses,
     currently being held in escrow will be distributed pursuant
     to the terms of the Stipulation, as modified by the First
     Modification and the Second Modification, regardless of when
     or whether Delphi emerges from bankruptcy.

  2. The Section 510(b) Claim granted to the Class pursuant to the
     Stipulation and the First Modification will remain allowed in
     the same aggregate face amount as set forth in the First
     Modification, but will not be guaranteed any particular
     treatment or classification in any plan of reorganization
     that ultimately may be consummated. Under the terms of
     Delphi's new plan of reorganization confirmed by the
     Bankruptcy Court in July 2009, the Section 510(b) Claim has
     no value.

  3. The $15 million cash payment which Delphi originally agreed
     to cause to be paid by a third party in the First
     Modification will not be paid.

The parties disagree on the amount of damages, if any, that could
have been recovered if the Class prevailed on each claim at trial.
As the Section 510(b) Claim has no value under the plan of
reorganization confirmed in July 2009, the aggregate amount of the
settlement consideration is no less than $90.1 million.  Based
upon the claims submitted by Class Members to date, Co-Lead
Counsel estimate that the average payment to Class Members would
be no less than $0.13 per share of Delphi common stock, after
taking into consideration the relative average payment that would
be paid to Authorized Claimants who purchased Delphi Notes during
the Class Period.

Co-Lead Counsel were previously awarded attorneys' fees of 18% of
the Gross Settlement Fund and reimbursement of costs and expenses
in the amount of $1.3 million. The average reduction to the
recovery per share of Delphi common stock attributable to the
Court-awarded attorneys' fees and expenses is approximately $0.02.

Lead Plaintiffs and Co-Lead Counsel have determined that, based
upon (i) the dramatic change in Delphi's circumstances since they
entered into the First Modification, including the catastrophic
downturn in the economy, and in the auto industry in particular,
and (ii) the fact that the Bankruptcy Effective Date will not
occur with respect to the plan of reorganization that was the
subject of the Confirmation Order entered by the Bankruptcy Court
in January 2008, it is in the best interest of the Class to allow
the Settlement to become effective without regard to the
occurrence of the Bankruptcy Effective Date and/or consummation of
Delphi's plan of reorganization in the bankruptcy proceeding.

A hearing will be held before the Honorable Gerald E. Rosen in the
United States District Court for the Eastern District of Michigan,
Southern Division, Theodore Levin U.S. Courthouse, 231 W.
Lafayette Blvd., Detroit, Michigan 48226, in Courtroom 733, at
1:00 p.m., on November 16, 2009, to determine whether: (1) the
Second Modification should be approved by the Court as fair,
reasonable and adequate; (2) Judgment should be entered pursuant
to the Second Modification; and (3) such other matters as the
Court deems appropriate to rule upon.

Plaintiffs may object to the proposed Second Modification or
request exclusion from the Settlement, as modified by the First
Modification and the Second Modification.  Any objection or
request for exclusion must be properly submitted by November 2,
2009.

                         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.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP

Holdco 3, LLC divides Delphi's business among three separate
parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3.

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)


DENNIS WILLIAMS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dennis D. Williams
        3806 Lamb Drive
        Marietta, GA 30064

Bankruptcy Case No.: 09-86563

Chapter 11 Petition Date: October 6, 2009

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

Debtor's Counsel: Patrick L. Flanagan, Esq.
                  Suite 1, 4246 Peachtree St., NE
                  Atlanta, GA 30319
                  Tel: (404) 890-7400

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

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

According to the schedules, the Company has assets of at least
$1,550,000, and total debts of $123,717.

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

            http://bankrupt.com/misc/ganb09-86563.pdf

The petition was signed by Mr. Williams.


DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Developers
Diversified Realty Corporation:

  -- Issuer Default Rating at 'BB';
  -- $1.325 billion unsecured revolving credit facilities at 'BB';
  -- $1.6 billion unsecured medium-term notes at 'BB';
  -- $536 million convertible unsecured notes at 'BB';
  -- $555 million preferred stock at 'B+'.

The Rating Outlook is Negative.

The 'BB' IDR and senior unsecured debt ratings continue to reflect
DDR's leverage and risk-adjusted capitalization, unencumbered
asset coverage ratios, and challenging operating conditions for
the portfolio, even as conditions in the capital markets and the
broader economy have improved.

DDR's leverage ratio, defined as net debt divided by recurring
operating EBITDA, was 10.9 times for the trailing 12 months ended
June 30, 2009, which Fitch believes is consistent with a 'BB' IDR.
When adjusted for funds from operations in DDR's joint ventures
and certain non-cash general and administrative expenses, leverage
was 9.4x for TTM.  In addition, Fitch believes that DDR has a
modest level of risk-adjusted capitalization for the 'BB' rating
category.  However, Fitch anticipates that the company's leverage
ratio will improve slightly as of Sept. 30, 2009 given the impact
of the $60 million equity sale to the Otto family and the sale of
$157 million of stock through the company's common equity program
in August and September.

As of June 30, 2009, the company's portfolio of 682 shopping
centers and six business centers included 264 unencumbered
consolidated operating properties, but the company's unencumbered
asset coverage ratio of 167% remains close to a financial covenant
under DDR's revolving credit agreement and is more consistent with
a 'BB' IDR.  Though equity raises and the recently executed cash
tender offers have improved unencumbered asset coverage, Fitch
anticipates DDR continuing to operate relatively close to its 160%
covenant limit absent more significant deleveraging events.

With respect to portfolio performance, following the pressure on
the portfolio following tenant bankruptcies and subsequent store
closings of Circuit City, Linens 'N Things, Goody's and Steve &
Barry's, DDR's portfolio occupancies have stabilized, but Fitch
believes that the company's earnings power remains challenged.
For example, in the second quarter of 2009, the core portfolio
leased percentage was 90.7%, consistent with the level at
March 31, 2009, but base rental rates on new leases and renewals
decreased 4.7% on a cash basis during the quarter.

Given these market dynamics, for the TTM ended June 30, 2009, the
company's fixed charge coverage ratio (defined as recurring EBITDA
less capital expenditures less straight-line rents divided by cash
interest expense, capitalized interest and preferred stock
dividends) was 1.5x.  However, after adjusting for certain non-
cash general and administrative expenses and joint venture income,
fixed charge coverage was 1.8x.  Looking forward, Fitch's base
case analysis assumes further pressure on same-store net operating
income throughout the remainder of 2009 and into 2010, whereby
fixed charge coverage remains above 1.5x.  Fitch's stress case
assumes pressure in 2009 beyond that which was experienced in the
first half of 2009 and continuing declines in 2010. Under this
scenario, which Fitch believes to be less likely, fixed charge
coverage would fall below 1.5x.

The ratings take into consideration other credit strengths and
offsetting factors.  For example, the company exhibits a broad
tenant roster, deep joint venture platform, and diffuse
geographical footprint.  However, it continues to face future
development funding needs and impairments on both consolidated and
joint venture property holdings.

Although DDR's liquidity position has improved since the second
quarter of 2009, the Rating Outlook remains Negative.  The
company's recent 9.625% coupon rate $300 million par value
unsecured note transaction that was priced at 99.72% to yield
9.75% (rated 'BB' by Fitch) demonstrates access to unsecured debt
capital, but the company still has substantial amounts outstanding
under its revolving credit facilities.  In addition, though DDR
has also recently raised equity, sold shopping center properties,
reduced indebtedness through tender offers, and is exploring other
capital market transactions including financings through the
Federal Reserve's Term Asset Backed Securities Loan Facility, the
company continues to have a liquidity shortfall assuming no
additional asset sales, debt refinancings and capital raises.

The two-notch differential between DDR's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BB'.  Based on Fitch's criteria report,
'Equity Credit for Hybrids & Other Capital Securities,' available
on Fitch's web site, the company's preferred stock is 75% equity-
like and 25% debt-like since it is perpetual and has no covenants
but has a cumulative deferral option.  Net debt plus 25% of
preferred stock to recurring operating EBITDA and debt plus 25% of
preferred stock to undepreciated book capital were 11.1x and
59.3%, respectively, as of June 30, 2009.

These factors may have a positive impact on DDR's ratings and/or
Rating Outlook:

  -- A liquidity coverage ratio of over 1.0x, which would be
     driven by TALF transactions, additional equity or unsecured
     debt issuances, and/or asset sales (as of June 30, 2009 pro
     forma for recent capital markets transactions including the
     unsecured bond offering, asset sales, and equity issuances,
     Fitch estimates that the company's liquidity coverage ratio
     through Dec. 31, 2011 is 0.7x assuming no additional asset
     sales, debt refinancings and capital raises);

  -- Net debt to recurring operating EBITDA sustains below 10.0x
     (for the TTM ended June 30, 2009, leverage was 10.9x, but
     after certain non-cash adjustments, leverage was 9.4x).

These factors may have a negative impact on DDR's ratings:

  -- Availability under the company's revolving credit facilities
     reverts to levels maintained earlier this year, when over 90%
     of the revolver was drawn;

  -- Fixed charge coverage sustains less than 1.5x, which is below
     Fitch's expectations.

Developers Diversified Realty Corporation is a REIT headquartered
in Cleveland, Ohio in the business of acquiring, developing,
redeveloping, leasing and managing shopping centers and other
retail properties such as power centers.  As of June 30, 2009,
DDR's 682-property portfolio was situated across 45 states as well
as Puerto Rico and Brazil.


EDGE PETROLEUM: Disclosure Statement Hearing on Nov. 10
-------------------------------------------------------
Edge Petroleum Corp. on November 10 will seek approval of the
disclosure statement explaining the Chapter 11 plan of
reorganization that it filed together with its Chapter 11
petition.

The reorganization plan is built upon the sale of the Company's
assets.  The Chapter 11 plan and sale are supported by the holders
of at least two-thirds of the $227.5 million debt under the
secured credit agreement, according to Edge.  The disclosure
statement says the secured lenders are to receive almost all
proceeds from the sale and Edge's cash.  The lenders are to make a
$350,000 "gift" to be shared by unsecured creditors.  In addition,
unsecured creditors can receive collections from preference suits.
The "gift" and lawsuit collections may be used also to pay
expenses of the Chapter 11 case.

Edge Petroleum has received the Bankruptcy Court's approval to
auction off its assets.  It has signed a certain Purchase and Sale
Agreement dated September 30, 2009 with PGP Gas Supply Pool No. 3,
who will purchase the assets absent higher and better bids at the
auction.

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

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

                        About Edge Petroleum

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

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

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


EDGE PETROLEUM: Gets Approval on All "First-Day Motions"
--------------------------------------------------------
Edge Petroleum Corporation has received the approval of all of its
first-day motions by the United States Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division.

Edge, which filed for Chapter 11 protection on October 1, 2009,
submitted a number of motions requesting approvals and received,
among other things, authorization to continue to pay pre-petition
and post-petition claims of certain suppliers, lien holders, pump
operators, and royalty owners.  Edge also received authorization
to pay employee wages and provide healthcare and related benefit
plans on an interim basis.

The Court also granted interim approval for Edge to maintain its
cash management systems and for the use of its cash collateral.
At the time of filing, Edge had in excess of $12 million in cash
on hand.  As it proceeds with its financial restructuring, the
Company expects, based on current commodity prices, that its cash
on hand and cash from operating activities will be adequate to
fund its projected cash needs, including the payment of operating
costs and expenses.

In addition, the Court granted the Company's motion for authority
to sell the stock of its subsidiaries, to establish bidding and
auction procedures pursuant to Bankruptcy Code Sections 105, 363,
365 and 1123(b), designating its proposed purchaser as the
"stalking horse bidder" and approving the related break-up fee and
expense reimbursement.  Edge intends to engage in an auction
process with any and all interested parties and to request that
the Bankruptcy Court approve the sale to the highest and best bid
at the auction.

"We are pleased that the Court has granted these approvals so
quickly," said John W. Elias, Chief Executive Officer.  "Gaining
these approvals will allow us to continue to operate in the
ordinary course as we proceed through our restructuring process as
planned.  In addition, the approval of the bidding procedures will
allow us to begin the process of soliciting bids in connection
with the Bankruptcy Court supervised auction that we intend to
hold.  We expect to work closely with all of our constituencies to
facilitate a controlled and expeditious process in the Bankruptcy
Court and to successfully implement our proposed plan of
reorganization."

                        About Edge Petroleum

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

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

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


EDGE PETROLEUM: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edge Petroleum Corp.
        1301 Travis, Suite 2000
        Houston, Texas 77002

Bankruptcy Case No.: 09-20644

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Edge Petroleum Exploration Co.                     09-20643
Edge Petroleum Production Co.                      09-20645
Edge Petroleum Operating Co., Inc.                 09-20646
Miller Oil Co.                                     09-20647
Miller Exploration Co.                             09-20648

Type of Business: The Debtors are independent energy companies
                  engaged in exploration, development, acquisition
                  and production of natural gas, liquids and crude
                  oil with operations focused onshore in the
                  United States, primarily along the Gulf Coast of
                  Permian Basin of Texas and New Mexico.

                  See http://www.edgepet.com

Chapter 11 Petition Date: October 1, 2009

Court: Southern District of Texas

Debtor's Counsel: Charles R. Gibbs, Esq.
                  Sarah L. Schultz, Esq.
                  Yewande Akinwolemiwa, Esq.
                  Akin Gump Strauss Hauer & Feld LLP
                  1700 Pacific Avenue, Suite 4100
                  Dallas, TX 75201
                  Tel: (214) 969-2800
                  Fax: (214) 969-4343
                  http://www.akingump.com

Local Counsel:    Shelby A. Jordan, Esq.
                  Nathaniel P. Holzer, Esq.
                  Harlin C. Womble, Esq.
                  Jordan, Hyden, Womble, Culbreth & Holzer, P.C.
                  500 North Shoreline Blvd., Suite 900
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

Claims Agent:     Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (866) 967-1788

The Debtors' financial condition as of June 30, 2009:

Total Assets: $264,030,000

Total Debts: $234,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Chisos Ltd.                    trade debt        $19,445
670 Dona Ana Road, SW
Deming, NM 88030


Roland Gonzalez Contract       trade debt        $18,880
Gauging
PO Box 117
Hebbornville, TX 78361

Murphy Energy Services LP      trade debt        $13,483
19167 FM 787
Saratoga, TX 77585

LXC Energy LLC                 trade debt        $12,961

Mo-Vac Service Inc.            trade debt        $9,652

Coastal Flow Field Services    trade debt        $9,298
Inc.

Multi-Chem                     trade debt        $8,559

Great Guns Inc.                trade debt        $7,470

BTA Oil Producers              trade debt        $6,761

Jack Cowley Supply Co.         trade debt        $6,027

Champion Technologies Inc.     trade debt        $6,014

Dayton Lease Service           trade debt        $4,984

American Express Co.           trade debt        $4,947

Medina Electric                trade debt        $4,526

Interim Compensation Source    trade debt        $4,035
Inc.

Stringer's Oilfield Services   trade debt        $2,825
Inc.

Texas Energy Services LP       trade debt        $2,706

Pressure Services Inc.         trade debt        $2,470

Lone Star Industries           trade debt        $2,243

EFM Technical Services Inc.    trade debt        $1,894

PC Connection                  trade debt        $1,746

De Lage Landen Financial       trade debt        $1,536
Services

Advances Fabrication &         trade debt        $1,536
Measurement LLC

Southern Flow Companies Inc.   trade debt        $1,372

D&J Trucks                     trade debt        $1,343

Curtis Oilfield Services LLC   trade debt        $1,288

Warner Oil Company Distributor trade debt        $1,090

Western Thunderhorse Vac       trade debt        $1,018
Truck Services

Merril Corporation             trade debt        $877

M&R Oilfield                   trade debt        $892

The petition was signed by John W. Elias, chairman, president and
chief executive officer.


EMPIRE RESORTS: Special Stockholders' Meeting on November 10
------------------------------------------------------------
A special meeting of stockholders of Empire Resorts, Inc., will be
held at the offices of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, located at Park Avenue Tower, 65 East 55th Street, New York,
New York 10022, on November 10, 2009, at 10:00 a.m., local time,
for these purposes:

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

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

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

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

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

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

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

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

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

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

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

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

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

The notice and proxy statement are first being mailed to
stockholders by October 9, 2009.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4698

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

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

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

                       About Empire Resorts

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

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


ENERGY FUTURE: Has $4-Bil. 'Distressed Exchange' Offer
------------------------------------------------------
Energy Future Holdings Corp. announced October 5 that it and its
direct, wholly owned subsidiary, Energy Future Intermediate
Holding Company LLC, and EFIH's direct, wholly owned subsidiary,
EFIH Finance Inc., are commencing exchange offers to exchange
outstanding debt securities for up to $4.0 billion of new senior
secured notes to be issued by EFH Corp. and/or EFIH and EFIH
Finance, upon the terms and subject to the conditions set forth in
the prospectus relating to the Exchange Offers and the related
Consent and Letter of Transmittal.  The purpose of the Exchange
Offers is to reduce the outstanding principal amount and extend
the weighted average maturity of the long-term debt of EFH Corp.
and its subsidiaries.

Concurrent with the Exchange Offers, and upon the terms and
subject to the conditions more fully described in the Prospectus
and the related Consent and Letter of Transmittal, EFH Corp. is
soliciting consents from holders of Consent Notes to certain
proposed amendments.

If the requisite Consents with respect to the 2017 Notes Indenture
are received, the Offerors will issue and exchange in the Exchange
Offers up to $4.0 billion aggregate principal amount of 9.75%
Senior Secured Notes due 2019 of EFH Corp. and/or 9.75% Senior
Secured Notes due 2019 of the EFIH Offerors.  If the requisite
Consents with respect to the 2017 Notes Indenture are not
received, the Offerors will issue and exchange in the Exchange
Offers up to $3.0 billion aggregate principal amount of New Senior
Secured Notes.  The maximum principal amount of New Senior Secured
Notes issuable in the Exchange Offers, in either case, is referred
to herein as the "Maximum Exchange Amount."
                                             Consideration Per
                Outstanding                  $1,000 Principal
                Principal;                   ----------------
                Issuer;       Acceptance    Prior to     After
                 Title of     Priority   Early Tender    Early
  CUSIP/ISIN    Old Notes      Level        Date    Tender Date
  ----------    -----------  ---------      ----    -----------
873168 AL2 /    $1 billion        1         $710         $680
US873168 AL29   EFH Corp
                5.55% Series P
                Senior Notes
                due 2014

873168 AN8 /    $750 million      1         $475         $445
US873168 AN84   EFH Corp.
                6.50% Series Q
                Senior Notes
                due 2024
873168 AM0 /
US873168 AM02

873168 AQ1 /    $750 million      1         $465          $435
US873168 AQ16   EFH Corp.
                6.55% Series R
                Senior Notes
                Due 2034

292680 AD7 /    $2.65 billion      1        $660          $630
US292680 AD70   EFH Corp.
                Senior Toggle
                Notes
                11.250%/12.000%
                due 2017

292680 AC9 /    $2 billion         1        $745          $715
US292680 AC97   EFH Corp.
                10.875% Senior
                Notes due 2017
292680 AA3 /
US292680 AA32

882330 AF0 /     $3 billion         2       $720          $690
US882330 AF05    TCEH LLC &
                 TCEH Finance Inc.
                 10.25% Senior
                 Notes due 2015
U88235 AC7 /
USU88235 AC76

882330 AG8 /     $2 billion         2        $720          $690
US882330AG87     TCEH &
                 TCEH Finance
                 10.25% Senior
                 Notes due
                 2015, Series B
882330 AC7 /
US882330 AC73

Upon the terms and subject to the conditions of the Exchange
Offers, including the acceptance priority levels described herein,
the Maximum Exchange Amount and the Priority Level 2 Cap and the
possible prorations resulting therefrom, in exchange for each
$1,000 principal amount of Old Notes validly tendered (and not
validly withdrawn), the participating holders of Old Notes will be
eligible to receive the applicable consideration provided in the
table above.  The applicable consideration will be payable 45% in
New EFH Senior Secured Notes and 55% in New EFIH Senior Secured
Notes unless the requisite Consents with respect to each of the
Legacy Notes Indentures are received, in which case, the
applicable consideration will be payable entirely in New EFH
Senior Secured Notes.  The Offerors will not accept any tender of
Old Notes that would result in the issuance of less than $2,000
principal amount of New EFH Senior Secured Notes or New EFIH
Senior Secured Notes to a participating holder.  Furthermore, the
aggregate principal amount of New EFH Senior Secured Notes or New
EFIH Senior Secured Notes issued to each participating holder for
all Old Notes validly tendered (and not validly withdrawn) will be
rounded down, if necessary, to $2,000 or the nearest whole
multiple of $1,000 in excess thereof.  The rounded amount will be
the principal amount of New Senior Secured Notes a participating
holder will receive, and no additional cash will be paid in lieu
of any principal amount of New Senior Secured Notes not received
as a result of such rounding down.

1. Terms of the Consent Solicitations

a. The Consent Notes

EFH Corp. is soliciting Consents with respect to:

  -- the Indenture, dated as of November 1, 2004, by and between
     EFH Corp. and The Bank of New York Mellon, as trustee,
     pursuant to which the 5.55% Series P Senior Notes due 2014
     were issued;

  -- the Indenture, dated as of November 1, 2004, by and between
     EFH Corp. and BONYM, as trustee, pursuant to which the 6.50%
     Series Q Senior Notes due 2024 were issued;

  -- the Indenture, dated as of November 1, 2004, by and between
     EFH Corp. and BONYM, as trustee, pursuant to which the 6.55%
     Series R Senior Notes due 2034 were issued; and

  -- the Indenture, dated as of October 31, 2007, by and among EFH
     Corp., the guarantors named therein and The Bank of New York
     Mellon Trust Company, N.A., as trustee, pursuant to which the
     10.875% Senior Notes due 2017 and the 11.250%/12.000% Senior
     Toggle Notes due 2017 were issued, as amended and
     supplemented by the first and second supplemental indentures
     thereto.

In this press release, the Legacy Notes and the 2017 Notes are
collectively referred to as the "Consent Notes," and the Legacy
Notes Indentures and the 2017 Notes Indenture are collectively
referred to as the "Consent Notes Indentures."

Consent Notes validly tendered pursuant to the Exchange Offers
(and not validly withdrawn) at or prior to the Consent Date (as
defined below) will be deemed to include Consents to the Proposed
Amendments.  Holders may not validly tender Consent Notes in the
Exchange Offers at or prior to the Consent Date without delivering
the related Consents in the Consent Solicitations, but holders may
tender Consent Notes after the Consent Date and at or prior to the
Expiration Date without delivering Consents with respect to such
Consent Notes.  Holders tendering Consent Notes after the Early
Tender Date will not be eligible to receive the applicable Total
Consideration for such Consent Notes.  Likewise, holders of
Consent Notes may not deliver Consents in the Consent
Solicitations without validly tendering their Consent Notes in the
Exchange Offers at or prior to the Consent Date and may only
validly revoke Consents by validly withdrawing the previously
tendered related Consent Notes at or prior to the later of the
Consent Date and the execution of the supplemental indentures as
to which such Consents relate.

b. Proposed Amendments; Waiver

The Proposed Amendments would eliminate substantially all of the
restrictive covenants and references thereto contained in the
Consent Notes Indentures and the Consent Notes, eliminate certain
events of default, modify covenants regarding mergers and
consolidations, and modify or eliminate certain other provisions,
including the limitation on the incurrence of secured indebtedness
in the Legacy Notes Indentures and the limitation on the
incurrence of indebtedness and liens in the 2017 Notes Indenture,
such that an unlimited amount of secured debt could be issued by
EFH Corp. under the terms of the Consent Notes Indentures, and
certain provisions relating to defeasance contained in the 2017
Notes Indenture and the 2017 Notes which would otherwise prevent a
defeasance without, among other things, delivery of an opinion of
counsel confirming such defeasance does not constitute a taxable
event.  In addition to the foregoing, execution and delivery of
the Consent and Letter of Transmittal will constitute an express
waiver by a consenting holder of the Consent Notes with respect to
all claims against the Offerors and certain affiliates of the
Offerors of any breach, default or event of default that may have
arisen under the Consent Notes Indentures.

c. Requisite Consents

In order to be adopted with respect to a particular issue of
Consent Notes, the applicable Proposed Amendments must be
consented to by the holders of at least a majority of the
outstanding aggregate principal amount of such issue of Consent
Notes, each voting as a separate class.  However, the holders of
both series of the 2017 Notes will vote together as a single
class, and, as a result, the Proposed Amendments to the 2017 Notes
Indenture must be consented to by the holders of at least a
majority of the outstanding aggregate principal amount of both
series of the 2017 Notes, voting together as a single class. EFH
Corp. will pay cash consideration for Consents.

d. Consent Date

To deliver Consents pursuant to the Consent Solicitations, holders
must validly tender (and not validly withdraw) their Consent
Notes, and thereby deliver Consents related to such Consent Notes,
at or prior to 5:00 p.m., New York City time, on October 19, 2009.
If the requisite Consents with respect to an issue of the Consent
Notes are received and a supplemental indenture for such Consent
Notes is executed, EFH Corp. will pay to each holder that validly
delivers and does not validly revoke Consents in respect of such
Consent Notes, in addition to any applicable consideration payable
to such holder pursuant to the Exchange Offers, a cash consent
payment of $2.50 per $1,000 principal amount of such Consent
Notes.  Consent payments are not subject to proration.  EFH
Corp.'s obligation to make consent payments is not conditioned
upon consummation of the Exchange Offers.  However, the Proposed
Amendments in any executed supplemental indenture relating to the
Consent Notes that were the subject of a terminated exchange offer
will not become operative with respect to such issue of Consent
Notes.

2. Terms of the Exchange Offers

a. Maximum Exchange Amount and Priority Level 2 Cap

The maximum aggregate principal amount of New Senior Secured Notes
issuable in the Exchange Offers will not exceed $4.0 billion;
provided that if the requisite Consents with respect to the 2017
Notes Indenture are not received, the maximum aggregate principal
amount of New Senior Secured Notes issuable in the Exchange Offers
will not exceed $3.0 billion.  In addition, the aggregate
principal amount of New Senior Secured Notes issuable in the
Exchange Offers for the Priority 2 Notes (as defined below) will
not exceed $1.5 billion.  Subject to applicable law, the Offerors
reserve the right, but are not obligated, to increase or decrease
the Maximum Exchange Amount and/or the Priority Level 2 Cap.  The
terms of the Exchange Offers are described more fully in the
Prospectus and the related Consent and Letter of Transmittal.

b. Acceptance Priority

Subject to the terms and conditions of the Exchange Offers
described in the Prospectus, including the Maximum Exchange Amount
and the Priority Level 2 Cap, Old Notes validly tendered at or
prior to the Early Tender Date will have no priority in acceptance
by the Offerors over Old Notes validly tendered after the Early
Tender Date and at or prior to the Expiration Date (as defined
below) other than pursuant to the following acceptance priority
levels:

  -- First, all validly tendered (and not validly withdrawn) Old
     Notes designated in the table above as having an Acceptance
     Priority Level of 1 will be accepted unless doing so would
     cause the Maximum Exchange Amount to be exceeded, in which
     case such Priority 1 Notes will be accepted on a pro rata
     basis up to the greatest aggregate principal amount
     practicable that does not cause the Maximum Exchange Amount
     to be exceeded, and no Priority 2 Notes (as defined below)
     will be accepted for exchange; and

  -- Second, if the aggregate principal amount of Old Notes
     validly tendered (and not validly withdrawn) by holders of
     Priority 1 Notes would not cause the Maximum Exchange Amount
     to be exceeded, all validly tendered (and not validly
     withdrawn) Old Notes designated in the table above as having
     an Acceptance Priority Level of 2 will be accepted unless
     doing so, when taking into account the accepted Priority 1
     Notes, would cause the Maximum Exchange Amount or the
     Priority Level 2 Cap to be exceeded, in which case such
     Priority 2 Notes will be accepted on a pro rata basis up to
     the greatest aggregate principal amount practicable that,
     together with the Priority 1 Notes accepted for exchange,
     does not cause the Maximum Exchange Amount or the Priority
     Level 2 Cap to be exceeded.

The Offerors reserve the right to change the Acceptance Priority
Levels in the event that the requisite Consents are not received
or for other reasons, subject to applicable law.

c. Early Tender Date

Upon the terms and subject to the conditions of the Exchange
Offers described in the Prospectus, including the Acceptance
Priority Levels, the Maximum Exchange Amount and the Priority
Level 2 Cap and the possible prorations resulting therefrom, (i)
participating holders who tender their Old Notes at or prior to
5:00 p.m., New York City time, on October 19, 2009, and whose Old
Notes are accepted by the Offerors in the Exchange Offers will be
eligible to receive the applicable consideration set forth in the
table above under the heading "Total Consideration if Tendered at
or Prior to the Early Tender Date" in respect of each $1,000
principal amount of Old Notes tendered, and (ii) participating
holders who validly tender their Old Notes after the Early Tender
Date and at or prior to the Expiration Date and whose Old Notes
are accepted by the Offerors in the Exchange Offers will be
eligible to receive the applicable consideration set forth in the
table above under the heading "Exchange Consideration if Tendered
After the Early Tender Date and at or Prior to the Expiration
Date" in respect of each $1,000 principal amount of Old Notes
tendered.

d. Expiration Date

Each of the Exchange Offers will expire at 5:00 p.m., New York
City time, on November 3, 2009.

3. Important Information Regarding the New Senior Secured Notes

a. Accrued Interest

The New Senior Secured Notes will accrue interest from and
including the settlement date for the Exchange Offers. Holders who
receive New Senior Secured Notes in exchange for Old Notes that
pay cash interest will also receive, with respect to any such Old
Cash-Pay Notes accepted for exchange, an amount equal to accrued
and unpaid interest, if any, in cash, from the last applicable
interest payment date to, but not including, the settlement date.
Holders who receive New Senior Secured Notes in exchange for EFH
Corp.'s 11.250%/12.000% Senior Toggle Notes due 2017 will also
receive in the Exchange Offers, with respect to any such Old
Toggle Notes accepted for exchange, in lieu of accrued and unpaid
payment-in-kind interest with respect to such Old Toggle Notes, if
any, from the last applicable interest payment date to, but not
including, the settlement date, additional New Senior Secured
Notes paid in accordance with the applicable consideration listed
in the table above.

b. Guarantees and Security

The New EFH Senior Secured Notes will be guaranteed by Energy
Future Competitive Holdings Company (a subsidiary of EFH Corp. and
the parent of TCEH) on a senior unsecured basis and EFIH (the
parent of Oncor Electric Delivery Holdings Company LLC ("Oncor
Holdings")) on a senior secured basis.  EFIH's guarantee of the
New EFH Senior Secured Notes will be secured by EFIH's pledge of
all of the membership interests in Oncor Holdings and the other
investments it owns in Oncor Holdings and its subsidiaries on a
senior basis.  The New EFIH Senior Secured Notes will not be
guaranteed.  However, the New EFIH Senior Secured Notes will be
secured by the Collateral on a senior basis.

4. Conditions to the Exchange Offers

The Exchange Offers are not conditioned on any minimum principal
amount of Old Notes being tendered or the issuance of a minimum
principal amount of New Senior Secured Notes.  However, the
Exchange Offers are subject to certain other conditions, including
the conditions (which conditions cannot be waived) that the
Registration Statement, of which the Prospectus forms a part, has
been declared effective by the Securities and Exchange Commission
and that each series of the New Senior Secured Notes to be issued
in the Exchange Offers are approved for listing on the New York
Stock Exchange, subject to notice of issuance, each as more fully
described in the Prospectus. Subject to applicable law, the
Offerors have the right to amend, terminate or withdraw any of the
Exchange Offers and the Consent Solicitations, including without
limitation the acceptance priority levels, the Maximum Exchange
Amount and/or the Priority Level 2 Cap, at any time and for any
reason, including if any of the conditions described in the
Prospectus are not satisfied.

5. Additional Information

The Offerors filed a registration statement on Form S-4 relating
to the Exchange Offers and the Consent Solicitations with the SEC
on October 5, 2009.  The Registration Statement has not yet become
effective and the New Senior Secured Notes may not be issued, nor
may the Exchange Offers be completed, until such time as the
Registration Statement has been declared effective by the SEC and
is not subject to a stop order or any proceedings for that
purpose.

Copies of the preliminary prospectus relating to the Exchange
Offers and the Consent Solicitations, which is contained in the
Registration Statement, and the related Consent and Letter of
Transmittal will be made available to all holders of Old Notes
free of charge and may be obtained from Global Bondholder Services
Corporation, the Information Agent for the Exchange Offers, at
(866) 387-1500 (U.S. toll free) or (212) 430-3774.  Citigroup
Global Markets Inc. and Goldman, Sachs & Co. are acting as the
lead dealer managers in connection with the Exchange Offers and
the lead solicitation agents in connection with the Consent
Solicitations, and Banc of America Securities LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc., KKR Capital
Markets LLC and Morgan Stanley & Co. Incorporated are also acting
as dealer managers and solicitation agents, in each case, as
described in the Prospectus.  For additional information, you may
contact Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll
free) or (212) 723-6106 (collect) or Goldman, Sachs & Co. at (800)
828-3182 (U.S. toll free) or (212) 357-4692 (collect).  The
Prospectus and the related Consent and Letter of Transmittal will
also be available free of charge at the SEC's website at
http://www.sec.gov/

                        About Energy Future

Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas.  Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas.  The company delivers electricity to
approximately three million delivery points in and around Dallas-
Fort Worth.

                           *     *     *


Moody's Investors Service downgraded the probability of default
rating for Energy Future 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 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.


ENRON CORP: Two Ex-Merrill Execs Set for Retrial in February
------------------------------------------------------------
Judge Ewing Werlein Jr., of the U.S. Bankruptcy Court for the
Southern District of Texas ordered a retrial of two former Merrill
Lynch & Co., executives, Daniel Bayly and Robert S. Furst
beginning February 8, 2010.

Messrs. Bayly and Furst, and a third executive, James A. Brown,
were convicted in 2004 of conspiracy and wire fraud related to
Enron's sham sale to Merrill Lynch of three power barges off the
Nigerian coast in 1999.  The deal, according to the Associated
Press, was struck to make the earnings of Enron's energy division
appear larger.

Judge Werlein, however, encouraged prosecutors and defense
attorneys to resolve the long-running case before it goes to re-
trial, the AP added.

According to the report, the 5th U.S. Circuit Court of Appeals in
New Orleans threw out the convictions in 2006 after finding fault
with the prosecution's legal theory known as "honest services."
The court said the executives were doing what Enron wanted them to
do and did not profit at its expense.  As a result, the Circuit
Court ruled, they did not deprive Enron of "honest services."

                            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).


ERIK BRIONES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Erik M. Briones
        5371 Cody Road
        Rio Rancho, NM 87144

Bankruptcy Case No.: 09-14576

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Chris W. Pierce, Esq.
                  Hunt & Davis, P.C.
                  P.O. Box 30088
                  Albuquerque, NM 87190-0088
                  Tel: (505) 881-3191
                  Fax: (505) 881-4255
                  Email: cpierce@hrd-law.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
$1,847,258, and total debts of $2,295,239.

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

             http://bankrupt.com/misc/nmb09-14576.pdf

The petition was signed by Mr. Briones.


EXCO RESOURCES: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Dallas-based EXCO Resources Inc. to 'BB-' from 'B+'.
The outlook is stable.  At the same time, S&P raised the issue-
level rating on EXCO's $450 million senior unsecured notes due
2011 from 'B-' to 'B' (two notches below the corporate credit
rating of 'BB-') and removed the rating from CreditWatch, where it
was placed with positive implications on June 30, 2009.  S&P also
revised the recovery rating on the senior unsecured notes to '6'
from '5', indicating the expectation of negligible recovery (0% to
10%) in the event of a payment default.

The upgrade on the corporate credit rating follows EXCO's recent
announcement of two additional asset sales (one with EV Energy
Partners L.P. and affiliates of EnerVest Ltd. for $145 million and
the other with Sheridan Holding Co.  I LLC for $540 million),
which conclude a series of deleveraging transactions over the past
few months.  As a result of these new asset sales, which are set
to close in November, EXCO has again materially reshaped and
delevered its balance sheet, substantially improved its coverage
measure, and strengthened its liquidity.  S&P, however, continues
to remain concerned about the company's acquisitive growth
strategy which historically has been very aggressive.

"The rating on EXCO reflects the company's historically
acquisitive growth strategy; a midsize, predominantly natural gas
reserve base; and the weak outlook for near-term natural gas
prices," said Standard & Poor's credit analyst Patrick Lee.  These
weaknesses are partially offset by EXCO's promising growth
prospects in the emerging Marcellus and Haynesville Shale; its
reduced capital expenditures in the near term due to the BG Group
joint venture announced earlier this year; its meaningful hedge
protection in 2009 and 2010; good liquidity; and expectations of
free cash flow over the intermediate term.

The stable outlook is based on improved credit metrics and
expectations of free cash flow generation in the intermediate
term, partly due to meaningful hedge protection in the oil and
natural gas markets for 2009 and
2010.

S&P could revise the outlook to negative if EXCO were to revert to
a more aggressive financial policy with regard to financing
acquisitions or increased its adjusted debt to EBITDA above 3.5x.
Although the company's reduced size, scope, and diversity of
operations suggest limited prospects in the near term for a
positive rating action, S&P could see a positive outlook if the
company were to see increased reserve growth and production while
maintaining a moderate financial policy over a sustained period of
time.


EXTENDED STAY: Opposes $1.03 Mil. Fees of McKenna Long
------------------------------------------------------
Extended Stay Inc. and its debtor affiliates oppose the payment
of fees, aggregating $1,031,357, to McKenna Long & Aldridge and
Latham & Watkins LLP.

McKenna and Latham & Watkins were employed by TriMont Real Estate
Advisors Inc. in connection with the Debtors' bankruptcy cases.
TriMont is the special servicer of the Debtors' $4.1 billion
mortgage loan.

The Debtors' attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, contends the aggregate fees of McKenna
and Latham for July 2009 are more than twice the fees of the
Debtors' attorneys and that there is "no apparent division of
responsibility" between the two law firms.

"The Debtors submit that the combined fees of McKenna and Latham
are patently unreasonable and should not be reimbursed to the
special servicer," Ms. Marcus says.

                        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).


EZ LUBE: Creditors Want to Probe Bruckmann for LBO Role
-------------------------------------------------------
Law360 reports that creditors of EZ Lube LLC are seeking to
examine the role that private equity firm Bruckmann Rosser
Sherrill & Co. LLC played in a 2005 leveraged buyout that
allegedly overloaded the company with secured debt.

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/-- provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.

On December 9, 2008, EZ Lube together with Xpress Lube-Tech, Inc.,
filed for Chapter 11 (Bankr. D. Del., Lead Case No. 08-13256).
The company's attorneys are Curtis A. Hehn, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP.  Broadway
Advisors LLC has been tapped as financial advisor, and
Coffey Management Company as chief restructuring advisor.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
In its petition EZ Lube estimated assets and debts of $100 million
to $500 million each.

As reported in the December 10 issue of the Troubled Company
Reporter, EZ Lube along with its affiliate, Xpress Lube-Tech Inc.,
filed for bankruptcy to facilitate a sale transaction with EZ Lube
Acquisition Company LLC, an affiliate of its existing lenders,
funds managed by GSO Capital Partners LP.  However, the sale di
not push through.


FANNIE MAE: Preparing Program to Aid Mortgage Banks
---------------------------------------------------
ABI reports that Fannie Mae and Freddie Mac are preparing to
introduce a program aimed at helping independent mortgage banks
acquire the short-term credit they need to make home loans.

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.


FIRST BANCORP: Fitch Downgrades Issuer Default Rating to 'B-'
-------------------------------------------------------------
Fitch Ratings has downgraded First BanCorp's long-term Issuer
Default Ratings to 'B-' from 'BB' and Individual ratings to 'D/E'
from 'C/D'.  Fitch also downgraded the ratings of FBP's
subsidiary, FirstBank of Puerto Rico to 'B' from 'BB' and the
Individual rating to 'D' from 'C/D'.  The Rating Outlook is
Negative.

The ratings downgrade reflects Fitch's view that FBP's earnings
pressure will be prolonged and impacted mainly by higher credit
costs.  Asset quality performance has been severely weakened due
to the real estate market in South Florida and the weak economic
conditions in Puerto Rico.  The level of non-performing loans is
expected to remain elevated, which may also require additional
provisions.  Fitch is also concerned with the tangible common
equity ratio, which has trended down in recent periods and was
4.44% at June 30, 2009.  As such, a future net loss of similarly
size to the second-quarter period could cause the company to fall
below 4%, although regulatory capital levels have remained
adequate to date.

Given recent financial performance, FBP has suspended its
preferred, including Capital Purchase Program preferred, and
common stock dividends.  As of June 30, 2009, preferred stock
outstanding totaled $926.3 million, of which $400 million related
to the government's CPP.  Fitch estimates that annual debt service
approximates to $70 million per year and the company had
$83.4 million of holding company cash.

Fitch also acknowledges recent management changes at both the CEO
and CFO level, which underscores FBP's operating challenges.

Fitch assigns Recovery Ratings to individual security issues where
the IDR of the issuer is rated in the 'B' or below category.  As
such, Fitch has assigned a Recovery Rating of 'RR2' to the
uninsured long-term deposits of FirstBank Puerto Rico, which
implies a recovery between 71%-90% on these instruments in the
event of failure or default by the issuer.

Fitch has downgraded these ratings:

First BanCorp

  -- Long-term IDR to 'B-' from 'BB';
  -- Short-term IDR to 'C' from 'B';
  -- Individual to 'D/E' from 'C/D'.

FirstBank Puerto Rico

  -- Long-term IDR to 'B' from 'BB';
  -- Long-term deposit obligations to 'BB-/RR2' from 'BB+';
  -- Individual to 'D' from 'C/D'.

Fitch has affirmed these ratings:

First BanCorp

  -- Support '5';
  -- Support Floor 'NF'.

FirstBank Puerto Rico

  -- Short-term deposit obligations at 'B';
  -- Short-term IDR at 'B';
  -- Support at '5';
  -- Support Floor 'NF'.


FLORIDA PLANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Florida Plant Specialists, LLC
        874 Commerce Blvd.
        Crawfordville, FL 32327

Bankruptcy Case No.: 09-40930

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Allen Turnage, Esq.
                  Law Office of Allen Turnage
                  P.O. Box 15219
                  2344 Centerville Road, Suite 101
                  Tallahassee, FL 32317
                  Tel: (850) 224-3231
                  Fax: (850) 224-2535
                  Email: service.attyallen@embarqmail.com

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

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

According to the schedules, the Company has assets of at least
$838,550, and total debts of $1,192,273.

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/flnb09-40930.pdf

The petition was signed by Edward Ronald Fox, president of the
Company.


FLYING J: Denies Rumors on Truck Stop Sale, Restaurant Closing
--------------------------------------------------------------
Matthew Perenchio at Jackson County Chronicle reports that Flying
J Travel Plaza general manager Greg Patterson has denied rumors on
the Black River Falls Flying J truck stop being sold and replacing
the Flying J Country Market Restaurant with an International House
of Pancakes or a Denny's restaurant.

Jackson County Chronicle relates that the rumors come amid an
ongoing merger between Flying J Inc. and Pilot Travel Centers LLC.
According to the report, Flying J spokesperson Peter Hill said
that the Company's reorganizing plan has led to various rumors
regarding its Travel Plazas, but changes wouldn't occur until
after a merger with Pilot is completed, which could be finalized
by year-end.

According to Jackson County Chronicle, some changes might be
possible in the future.  The report quoted Mr. Patterson as
saying, "There is some long-term plan of changing over the
restaurant into something different, but the company has assured
us they will let us know what that situation will be.  Right now,
nothing is changing."

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

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

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

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


FONAR CORPORATION: Marcum LLP Raises Going Concern Doubt
--------------------------------------------------------
Marcum LLP, in New York, N.Y., expressed substantial doubt about
FONAR Corporation's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended June 30, 2009.  The auditing firm said that the Company
has suffered recurring losses from operations, continues to
generate negative cash flows from operating activities, has
negative working capital at June 30, 2009, and is dependent on
asset sales to fund its shortfall from operations.

The Company reported net income of $1.1 million on total net
revenues of $39.7 million for the year ended June 30, 2009,
compared with a net loss of $13.5 million on total net revenues of
$35.6 million in fiscal 2008.  Included in net income for fiscal
2009 is a gain of $1.4 million recognized by the Company on the
sale of a consolidated subsidiary.

Product sales revenues increased 51.6% from $11.3 million in
fiscal 2008 to $17.2 million in fiscal 2009.  Related management
fees decreased by 11.9%.  In addition, total costs and expenses
decreased by 23.0%.  Consolidated operating results improved to an
operating loss of $703,937 for fiscal 2009 as compared to an
operating loss of $16.9 million for fiscal 2008.

At June 30, 2009, the Company's consolidated balance sheet showed
$28.4 million in total assets, $31.2 million in total liabilities,
and $63,815 in minority interest, resulting in a $2.9 million
stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $18.3 million in total current
assets available to pay $29.1 million in total current
liabilities.

                           Liquidity

Net cash used in operating activities for the year ended June 30,
2009, was approximately $6.1 million.  The Company funded its cash
flow deficit from operations for the year ended June 30, 2009,
through cash provided from the sale of marketable securities of
approximately $1.1 million, proceeds from notes receivable of
$2.0 million, loans from life insurance policies of apProximately
$1.3 million, and proceeds from the sale of its subsidiary of
approximately $2.3 million.

Full-text copies of the Company's consolidated financial
statements for the year ended June 30, 2009, are available for
free at http://researcharchives.com/t/s?468a

Based in Melville, New York, FONAR Corporation --
http://www.fonar.com/-- is engaged in the research, development,
production and marketing of medical scanning equipment, which uses
principles of Magnetic Resonance Imaging ("MRI") for the detection
and diagnosis of human diseases.  In addition to deriving revenues
from the direct sale of MRI equipment, revenue is also generated
from its installed-base of customers through its service and
upgrade programs.

FONAR, through its wholly-owned subsidiary Health Management
Corporation of America, provides comprehensive management services
to diagnostic imaging facilities.  The services provided by the
Company include development, administration, leasing of office
space, facilities and medical equipment, provision of supplies,
staffing and supervision of non-medical personnel, legal services,
accounting, billing and collection and the development and
implementation of practice growth and marketing strategies.  As of
June 30, 2009, HMCA manages 10 diagnostic imaging facilities
located in the states of New York, Georgia and Florida.


FREDDIE TARVER: Case Summary & 5 Largest Unsec. Creditors
---------------------------------------------------------
Joint Debtors: Freddie Norwood Tarver
               Vera Lee Tarver
               614 Jackson
               P.O. Box 891
               Edna, TX 77957

Bankruptcy Case No.: 09-60172

Chapter 11 Petition Date: October 5, 2009

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

Judge: Wesley W. Steen

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

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

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

A list of the Company's 5 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/txsb09-60172.pdf

The petition was signed by the Joint Debtors.


FREEDOM COMMUNICATIONS: Committee Balks Bid to Use Cash Collateral
------------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to Freedom
Communications Inc.'s request to use cash collateral of its
prepetition lenders.

The Committee said in a filing with the U.S. Bankruptcy Court for
the District of Delaware that the plan support agreement reached
with lenders imposes onerous terms that have less to do with
providing adequate protection than with gaining leverage over the
Committee in an inevitable confirmation fight over a
discriminatory and unconfirmable plan.  It ties the use of cash
collateral to fast-track confirmation proceedings on a plan that
hands over the company to the lenders while conferring significant
benefits on existing shareholders and management, even as it pays
almost nothing to most creditors, except those hand-picked by the
Debtors, to receive payment in full, the Committee adds.

The agreement requires the Debtors to file a plan that would give
prepetition lenders secured claims of about $325 million and 98%
of the equity of the reorganized Debtors, among other things.

According to the Committee, the terms of the cash collateral
request require the Debtors to make impermissible payments of pre-
and post-petition interest and fees to the lenders on putatively
undersecured claims and grant liens on presently unencumbered
valuable assets, while imposing severe constraints on the ability
of creditors to investigate or challenge the lenders' claims and
draconian punishments for any acts of disobedience.

The Debtors ask the Court to deny approval of the Debtors' request
to use their lenders' cash collateral.

A hearing is set for Oct. 14, 2009, at 10:00 a.m., to consider the
Committee's request.

A full-text copy of the Committee's objection is available for
free at http://ResearchArchives.com/t/s?468d

                   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: Has Until November 16 to Files Schedules
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Freedom Communications Holdings Inc. and
its debtor-affiliates can file their schedules of assets and
liabilities, and statements of financial affairs until Nov. 16,
2009.

The Court ruled that the extension of time is in the best interest
of the Debtors, their estates, creditors and other parties-in-
interest.

                   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: U.S. Trustee Forms Five-Member Committee
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors for Freedom Communications Holdings Inc. and
it's debtor-affiliates.

The members of the Committee:

   a) Pension Benefit Guaranty Corporation
      Attn: Craig Yamaoka
      1200 K. Street, N.W.
      Washington, DC 20005
      Tel: (202) 326-4070 ex. 3614
      Fax: (202) 842-2643

   b) Nelson Gonzalez
      c/o Callahan & Blaine, APLC
      3 Hutton Centre Drive, Ninth Floor
      Santa Ana, CA 92707
      Tel: (714) 241-4444
      Fax: (714) 241-4445

   c) Telerep LLC
      Attn: Pamela D' Elia
      1 Dag Hammarskjold Plaza
      New York, NY 10017
      Tel: (212) 759-8787
      Fax: (212) 486-0811

   d) Pitman Co.
      Attn: Eileen Mezzo, VP Finance
      721 Union Blvd.
      Totowa, NJ 07512
      Tel: (973) 890-8519
      Fax: (973) 237-9101

   e) Alan J. Bell
      428 Paseo Miramar
      Pacific Palisades, CA 90272
      Tel: (310) 503-5544
      Fax: (310) 459-8739

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

                   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 Blast Houlihan Lokey Involvement
------------------------------------------------------------------
Law360 reports that Freedom Communications Holdings Inc.'s
unsecured creditors have lambasted Houlihan Lokey Howard & Zukin
Capital Inc., claiming the investment banking firm should not be
allowed to continue serving the Debtor during a restructuring that
has so far produced a skewed and costly Chapter 11 plan.

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.


GARY MCDOUGAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Gary McDougal
               Phyllis McDougal
               11 Knotty Pine Place
               Texarkana, TX 75503

Bankruptcy Case No.: 09-50242

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Texarkana)

Judge: Brenda T. Rhoades

Debtors' 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 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.


GENTA INC: Amends Lease Agreement with Connell Company
------------------------------------------------------
Genta Incorporated on October 1, 2009, entered into an Amendment
of its Lease Agreement with The Connell Company, a corporation
based in New Jersey.

The Company extended its lease of office space in Berkeley
Heights, New Jersey, for an additional six months until August 31,
2010.

A full-text copy of the Lease Agreement is available at no charge
at http://ResearchArchives.com/t/s?469a

                     About Genta Incorporated

Genta Incorporated -- http://www.genta.com/-- is a
biopharmaceutical company with a diversified product portfolio
that is focused on delivering innovative products for the
treatment of patients with cancer.  Two major programs anchor the
Company's research platform: DNA/RNA-based Medicines and Small
Molecules.  Genasense(R) (oblimersen sodium) Injection is the
Company's lead compound from its DNA/RNA Medicines program.  The
leading drug in Genta's Small Molecule program is Ganite(R)
(gallium nitrate injection), which the Company is exclusively
marketing in the U.S. for treatment of symptomatic patients with
cancer related hypercalcemia that is resistant to hydration.  The
Company has developed G4544, an oral formulation of the active
ingredient in Ganite, which has recently entered clinical trials
as a potential treatment for diseases associated with accelerated
bone loss.  The Company is also developing tesetaxel, a novel,
orally absorbed, semi-synthetic taxane that is in the same class
of drugs as paclitaxel and docetaxel.  Ganite and Genasense are
available on a "named-patient" basis in countries outside the
United States.

At June 30, 2009, Genta had $10.2 million in total assets; and
$12.1 million in total current liabilities and $2.46 million in
total long-term liabilities, resulting in $4.33 million in
stockholders' deficit.

In its second quarter 2009 report on Form 10-Q, the Company said
its recurring losses and negative cash flows from operation raise
substantial doubt about its ability to continue as a going
concern.


GENERAL MOTORS: Penske Ends Talks to Buy Saturn Brand
-----------------------------------------------------
Penske Automotive Group, Inc. has terminated its discussions with
General Motors Company to acquire the Saturn brand, citing
concerns directly related to the future supply of vehicles beyond
the supply period it had negotiated with GM.

Since announcing the talks in June, Penske has been in the due
diligence process to determine the feasibility of developing an
independent distribution model for Saturn-branded products and
service parts in the United States, including the sourcing of
vehicles from GM and other potential suppliers.  The company had
negotiated a definitive agreement with GM to source vehicles on a
contract-manufactured basis for a period of time.  After this
period, the company would have been required to source vehicles
from another third party under a similar contract-manufacturing
agreement.

According to reports, Penske was in talks with a South Korean
subsidiary of Renault SA to build Saturn cars but the deal failed
to push through.  Penske, in a statement, said it negotiated the
terms of manufacturing contract but that agreement was rejected by
that manufacturer's board of directors.  "Without that agreement,
the company has determined that the risks and uncertainties
related to the availability of future products prohibit the
company from moving forward with this transaction."

                     About Penske Automotive

Penske Automotive Group, Inc. (NYSE: PAG) --
http://www.penskeautomotive.com/-- headquartered in Bloomfield
Hills, Michigan, operates 310 retail automotive franchises,
representing 40 different brands and 25 collision repair centers.
Penske Automotive, which sells new and previously owned vehicles,
finance and insurance products and replacement parts, and offers
maintenance and repair services on all brands it represents, has
160 franchises in 17 states and Puerto Rico and 150 franchises
located outside the United States, primarily in the United
Kingdom. Penske Automotive is also the exclusive distributor of
the smart fortwo through its wholly owned subsidiary smart USA
Distributor LLC.  smart USA supports 78 smart retail centers in
the United States.  Penske Automotive is a member of the Fortune
500 and Russell 1000 and has approximately 14,000 employees.
smart and fortwo are registered trademarks of Daimler AG.

                       About General Motors

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

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

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

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

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

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


GREEN WAY DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Green Way Developers, Inc.
        7370 Hodgson Memorial Drive, Suite D-10
        Savannah, GA 31406

Case No.: 09-42296

Chapter 11 Petition Date: October 7, 2009

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

Debtor's Counsel: James L. Drake Jr., Esq.
            P.O. Box 9945
            Savannah, GA 31412
            Tel: (912) 790-1533
            Email: jdrake7@bellsouth.net

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

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

According to the schedules, the Company has assets of at least
$18,262,083, and total debts of $12,964,070.

The petition was signed by Louis C. Young Jr., the company's
president and treasurer.

Debtor's List of 4 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
McLendon Enterprises, Inc.     Trade Debt             $155,936

Lovins Branch & Co. PC         Accounting Services    $8,167

Pela Design Group              Engineering Services   $2,459

ADI-Advertising by Design,     Advertising            $1,644
Inc.


GREENWOOD ENTERPRISES: Case Summary & 12 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Greenwood Enterprises, L.L.C.
        5081 Baker Blvd., Suite B
        Baker, LA 70714

Bankruptcy Case No.: 09-11568

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Gary K. McKenzie, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: gmckenzie@steffeslaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/lamb09-11568.pdf

The petition was signed by Deionna Richardson, manager of the
Company.


GROUND & POUND LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Ground & Pound, LLC
        4506 Sherwood Lane
        Houston, TX 77092

Bankruptcy Case No.: 09-37609

Chapter 11 Petition Date: October 6, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Reese W. Baker, Esq.
                  Baker Assoc LLP
                  5151 Katy Freeway Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  Email: reese.baker@bakerassociates.net

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

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 Arnold, authorized member of the
Company.


GTC BIOTHERAPEUTICS: Board Appoints Four New Directors
------------------------------------------------------
GTC Biotherapeutics, Inc., reports that on October 1, 2009, its
Board of Directors appointed William Heiden, Evelyne Nguyen,
Bertrand Merot, and Jean-Fran‡ois Prost M.D. as directors.  The
directors were nominated by LFB Biotechnologies S.A.S. in
accordance with its right under GTC's funding agreements to
appoint a number of directors to the Board commensurate with LFB's
ownership percentage of GTC.

To accommodate LFB's plan not to increase the size of the
Company's Board, Robert Baldridge, Kenneth Bauer M.D., Mary Ann
Gray and Marvin Miller resigned as directors, effective
immediately.  Dr. Prost will serve in the class of directors whose
terms expire at the 2010 annual meeting of shareholders, Mr.
Heiden will serve in the class of directors whose terms expire at
the 2011 annual meeting of shareholders, and Ms. Nguyen and Mr.
Merot will serve in the class of directors whose terms expire at
the 2012 annual meeting of shareholders.  The incoming directors
were not appointed to any Board committees.

As employees of LFB or their subsidiaries, Mr. Merot, Ms. Nguyen,
and Dr. Prost and will not be eligible for any compensation for
their services on the Board.  In exchange for his services, Mr.
Heiden will be eligible to participate in the Company's current
standard compensation arrangements for non-employee directors.
Accordingly, the Company issued Mr. Heiden, pursuant to the
Company's amended and restated 2002 Equity Incentive Plan, an
option to purchase 3,000 shares of the Company's common stock,
half of which vested upon his election and half of which will vest
at the Company's annual meeting of shareholders in 2010.  Mr.
Heiden will also receive an annual retainer fee of $20,000,
payable in quarterly installments and applicable attendance fees.
All of the Company's directors will receive reimbursement of
reasonable expenses incurred in connection with board-related
activities and will also be entitled to indemnification under the
terms of the Company's standard form of director indemnification
agreement.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com/-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The Company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.

At June 28, 2009, GTC had $29.0 million in total assets and
$53.0 million in total liabilities, resulting in $23.9 million in
stockholders' deficit.


HATTIE CRANE SCHERBACK: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Hattie Crane Scherback
           fka Hattie Maye Reed
           fka Hattie Maye Crane
        111 West Grizzly
        DeKalb, TX 75559

Case No.: 09-50243

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Texarkana)

Judge: Brenda T. Rhoades

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

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

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

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


HAYES LEMMERZ: Creditors Try to Shred Chapter 11 Plan
-----------------------------------------------------
Law360 reports that creditors have pelted Hayes Lemmerz
International Inc. with objections to a broadly supported amended
plan of reorganization they say is amiss, not least because Hayes
failed to obtain consent from certain lenders before arranging
debtor-in-possession financing.

The hearing to confirm the Plan has been scheduled for October 15,
2009.

As reported by the TCR on Sept. 4, 2009, Hayes Lemmerz has reached
an agreement among its DIP lenders, prepetition secured lenders
and the Official Committee of Unsecured Creditors on the terms of
a plan of reorganization.  Under the Revised Plan, certain of the
Debtors' prepetition secured lenders, which funded the operations
of the Debtors through a $200 million of debtor-in-possession
financing, will receive majority ownership of the reorganized
Company upon emergence from Chapter 11.  Unsecured noteholders are
expected to recover 5% of their allowed claims.

A copy of the Revised Disclosure Statement is available for free
at http://bankrupt.com/misc/Hayes_Revised_DS_Blacklined.pdf

                        About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HERTZ CORP: Audit Integrity Wants SEC to Probe Hertz
------------------------------------------------------
Audit Integrity has asked the Securities and Exchange Commission
to investigate Hertz Global Holdings, Inc.'s "blatant" attempts to
induce 19 companies to consider filing lawsuits because of the
firm's recently issued bankruptcy model.

In an October 5 letter sent via overnight delivery to SEC Chairman
Mary L. Schapiro, Audit Integrity Chairman and founder James A.
Kaplan disclosed that Hertz sent his firm a threatening letter
signaling its possible intent to sue his company unless it
retracted a critical report identifying Hertz and 19 other
publicly traded companies as being statistically more at risk than
their peers to file bankruptcy in the next 12 months.  The letter
was signed by Jeffrey Zimmerman, General Counsel and Secretary of
Hertz, and the corporate counsels of the other 19 companies
identified in the report were copied.

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.
The model uses objective information and a proven modeling
approach that has yielded highly predictive results.

Hertz on September 25 sued Audit Integrity in Superior court of
New Jersey for defamation and trade libel.  Although no other
companies have sued Audit Integrity for its bankruptcy risk
report, a Hertz spokesman was quoted in a September 30 Dow Jones
story as saying it's "still early."

"As Hertz's ultimate goal was to silence an independent research
firm calling regulatory and investor attention to the company's
real and material financial risk, the matter warrants an
investigation by the Securities and Exchange Commission," Mr.
Kaplan says.  "Hertz's lawsuit is frivolous and without merit, and
we are confident it will be dismissed.  Our findings are objective
and verifiable, and we stand by them."

Audit Integrity is an independent firm that focuses on developing
quantitative risk models for the financial markets.  Its
statistical models are entirely objective and use publicly-
available data.  The firm receives no compensation for its
ratings.  Its clients are highly-regarded firms in the investment
industry, national regulatory agencies in the U.S. and Canada, the
largest pension plans, several of the "Top Four" auditing firms,
and the largest insurance companies.  Its quantitative research
has proven to be quite useful to its clients.  Audit Integrity was
among the first to issue warnings about Bank of America, Lehman
Brothers, Bear Stearns, and Countrywide Financial.  It also warned
about Huron Consulting, a company founded by former Arthur
Andersen employees, whose recently issued major restatement has
provoked an SEC investigation.

"Mr. Zimmerman has offered no evidence of factual errors or
inaccuracies in our analysis," Mr. Kaplan says.  "In maligning our
research, Mr. Zimmerman also charges that we "ignored qualitative
information" and notes that various equity analysts support his
company.  The fact that analysts who make qualitative judgments
support his company is meaningless since in fact we intentionally
do not engage in this type of analysis."

Mr. Kaplan notes that Hertz's most recent 10-K contains two dozen
pages of financial and business continuity warnings.

Research firm Audit Integrity, in a Sept. 16 report, identified 20
corporations, with $1 billion or more in market capitalization,
that have the highest probability of declaring bankruptcy in the
next twelve months.  The list included Hertz Global.

                      About Hertz Corporation

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc. (NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

The Hertz Corporation, is the primary operating company and a
direct wholly-owned subsidiary of Hertz Investors, Inc., which is
wholly-owned by Hertz Global Holdings.

Hertz Global and its subsidiaries had total assets of
$15,650,038,000 against total debts of $13,856,915,000 as of June
30, 2009.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's Investors Service
lowered Hertz's Corporate Family Rating and Probability of Default
to 'B1' from 'Ba3'.  Hertz carries 'B' issuer credit ratings from
Standard & Poor's.


HOVNANIAN ENTERPRISES: Fitch Affirms 'CCC' Issuer Default Rating
----------------------------------------------------------------
Fitch has assigned a 'B-/RR3' rating to Hovnanian Enterprises,
Inc.'s $785 million, 10.625% senior secured notes due Oct. 15,
2016.  Proceeds from the notes offering will be used to fund the
previously announced tender offer for its outstanding senior
secured notes and certain of its senior unsecured notes.

Fitch affirms HOV's ratings:

  -- Issuer Default Rating at 'CCC';
  -- Senior subordinated notes at 'C/RR6';
  -- Series A perpetual preferred stock at 'C/RR6'.

Fitch has also downgraded these ratings:

  -- Senior secured notes (second lien) to 'C/RR6' from 'B+/RR1';
  -- Senior secured notes (third lien) to 'C/RR6' from 'B+/RR1';
  -- Senior unsecured notes to 'C/RR6' from 'CC/RR5'.

The Rating Outlook is Negative.

Fitch's Recovery Rating of '3' on HOV's senior secured notes
indicates good (50%-70%) recovery prospects for holders of these
debt issue.  The 'RR6' on HOV's senior unsecured notes, senior
subordinated notes and preferred stock indicates poor (0%-10%)
recovery prospects in a default scenario.  The downgrade of the
existing senior secured notes (second and third lien) as well as
the unsecured senior notes reflects lower recovery prospects as a
result of the new first lien secured debt that is ranked ahead of
these debt issues in the capital structure.  HOV's exposure to
claims made pursuant to performance bonds and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  Fitch applied a liquidation value
analysis for these RRs.

The ratings and Outlook for HOV reflect the current very difficult
U.S. housing market and Fitch's expectations that the housing
environment remains challenging into 2010.  Nevertheless, there
are more positive signals and developments for housing and related
industries now than at any time previously in the downturn.  Of
course, challenges remain or are on the horizon that may not
prevent a near-term bottom, but are likely to meaningfully
moderate the early stages of a recovery.

Over the past few quarters, HOV has lowered its absolute debt
level through the repurchase of debt in open market transactions
and cash tender offers.  Total homebuilding debt declined from
$2.6 billion at Oct. 31, 2008 to $1.8 billion at July 31, 2009.
The issuance of the new senior secured notes and the consummation
of the previously announced tender offers also extend the
company's debt maturities.

HOV also announced that it expects to terminate its existing
$300 million revolving credit facility, which provided
$100 million of borrowings for general corporate purposes and
$200 million for the issuance of letters of credit.  The company
intends to enter into new agreements for the issuance of letters
of credit.  Consistent with Fitch's comment on certain
homebuilders' termination of revolving credit facilities, in the
absence of a revolving credit line, a consistently higher level of
cash and equivalents than was typical should be maintained on the
balance sheet, especially in these still uncertain times.

Fitch will continue to monitor broad housing market trends as well
as company-specific activity, such as land and development
spending, general inventory levels, speculative inventory
activity, gross and net new-order activity, debt levels (including
the potential for additional debt repurchases) and especially free
cash flow trends and uses and the company's cash position.


INNOVATIER INC: Emerges From Chapter 11; Creditor Recovery at 100%
------------------------------------------------------------------
Innovatier Inc. said its confirmed reorganization plan became
effective September 23, 2009.  It said that all creditors will be
paid 100% of the amount owed at the time of the initial filing,
February 3, 2009.

During the reorganization, Innovatier was able to continue the
implementation of its business plan to deliver new innovative
cards to the market place, and as in 2Q09, again delivered in
excess of 1MM powered and gift cards in 3Q09.

"Once again, our accomplishment over the last two quarters
validates the capabilities of our high speed manufacturing line,"
stated Robert Singleton, President. "During this start up phase we
have been able to exceed our targeted manufacturing rates and
efficiencies."

"Our customers and majority of our creditors provided us the time
and opportunity to prove ourselves," stated Lawrence J. Keim, CFO.
"We have attained profitability and positive EBITDA within a very
short time and expect continued growth throughout 4Q09 and 2010."

                    About Innovatier Inc.

Innovatier offers superior and cost-effective packaging solutions
at low temperature and low pressure for active RFID  and powered
cards. In addition to manufacturing, it assists customers with
product development for a multitude of applications such as
financial transaction cards, display technology, novelty/gift
cards and security credentials using various sensor technologies.

Innovatier Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. M.D.
Fla. Case No. 09-01981).  Alberto F. Gomez, Jr., Esq., represented
the Debtor in its restructuring effort.  The petition says assets
and debts were between $1 million and $10 million at the time of
the filing.


INSIGNIA SOLUTIONS: Files DollarDays' Business Presentation
-----------------------------------------------------------
Insignia Solutions PLC reports that on September 24, 2009, Marc
Joseph, President of DollarDays International, Inc., a wholly
owned subsidiary of the Company, made a presentation regarding the
business and operations of DollarDays International to various
parties.

DollarDays is an online wholesale distributor and closeout company
helping small businesses and entrepreneurs survive and thrive
against larger enterprises.  There are currently 1,431,494
registered users and DollarDays averages 30,000 new registrations
a month.

A full-text copy of the slide show presented at the Marketing
Sherpa Conference in San Francisco is available at no charge at
http://ResearchArchives.com/t/s?4699

At June 30, 2009, the Company's balance sheet showed total assets
of $1,937,390, total liabilities of $1,608,652 and stockholders'
equity of $328,738.

On March 30, 2009, Malone & bailey, PC in Houston, Texas,
expressed substantial doubt about Insignia Solutions plc's ability
to continue as a going concern after auditing the Company's
financial statements for fiscal years ended December 31, 2008, and
2007.  The auditor noted that the Company has suffered an
accumulated deficit.

The Company also state that it has a recent history of operating
losses and operating cash outflows.

                   About Insignia Solutions plc

Headquartered in Fremont, California, Insignia Solutions plc, dba
DollarDays International, Inc., develops software programs and
provides general merchandise for resale to businesses through its
Web site at http://www.DollarDays.com/


INTERDENT SERVICE: Loan Maturity Won't Move Moody's 'Caa2' Rating
-----------------------------------------------------------------
Moody's Investors Service commented that InterDent Service
Corporation's ratings and outlook, including the Caa2 corporate
family rating and negative outlook, remain unaffected by the
upcoming maturity of its revolving credit facility.

The last rating action was on January 10, 2008, when the ratings
of InterDent were lowered, including the corporate family rating
which was lowered to Caa2.

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

Headquartered in El Segundo, California, InterDent provides
practice management services to multi-specialty group dental
practices in the United States.  InterDent had revenues of
approximately $222 million for the twelve month period ended
June 30, 2009.


IRIDIUM COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Bethesda, Maryland-based satellites
services provider Iridium Communications Inc., formerly known as
GHL Acquisition Corp.  At the same time, S&P withdrew the
corporate credit rating on wholly owned subsidiary Iridium
Satellite LLC and removed it from CreditWatch with positive
implications, where it was placed on Sept. 25, 2008.  The 'B'
rating is one notch higher than the previous corporate credit
rating of 'B-' that was assigned to Iridium Satellite.  The rating
action, which is in line with S&P's March 17, 2009, CreditWatch
update on Iridium Satellite LLC, is due to the Sept. 29
consummation of the merger between Iridium Satellite LLC and GHL
Acquisition Corp., a special-purpose acquisition company sponsored
by Greenhill & Co.  Inc. As a result of the merger, the company
fully repaid its credit facility, leaving the company with
essentially relatively little outstanding debt.  The 'B' rating
does incorporate S&P's expectations for the addition of
significant new debt to finance the Iridium NEXT satellite
constellation.  The outlook is stable.

In addition, S&P withdrew its ratings on Iridium Satellite's
amended credit facility.  Under the terms of this facility, the
company was required to prepay a portion of its credit facility
upon the close of the transaction.  The company repaid the entire
credit facility on Sept. 30, 2009.

Finally, S&P assigned a preliminary 'B/CCC+' rating to Iridium's
shelf registration.  These ratings are preliminary and will be
revised to reflect the company's capital structure when the
company issues from this shelf.

Iridium provides mobile communications services to about 315,000
commercial customers and 32,000 Department of Defense users as of
June 30, 2009.  It operates 73 low-earth orbit satellites
(including seven orbiting spares) and estimates that this
constellation will provide full voice and data capability until at
least 2014, based on expected degradation.  To maintain the
current level of service beyond 2014, the company needs to invest
substantially in a second-generation replacement fleet as the
existing constellation degrades.  S&P estimate the cost through
deployment to be more than $2 billion.  Migrating to the new
constellation provides both financial and operational challenges.
The company's acquisition by GHL Acquisition Corp., a publicly
traded company, which closed Sept. 29, 2009, could provide it with
better access to capital to partially fund this second-generation
satellite fleet.

"With the close of the GHL Acquisition Corp. transaction and the
repayment of the entire credit facility, the company will have
relatively little debt," said Standard & Poor's credit analyst
Naveen Sarma.  With this transaction completed, S&P expects the
company to accelerate its efforts to design and develop its
second-generation satellite constellation, Iridium NEXT.  However,
cash on hand and future cash flow generation is far short of the
approximately $2.7 billion cost to construct and launch the new
satellites.  "We expect the company will finance its future
capital needs through both the equity and broader debt markets,"
added Mr. Sarma.  The 'B' corporate credit rating incorporates
S&P's expectations for significant future debt financings and a
highly leveraged capital structure in the future.


IRON HORSE GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Iron Horse Group, Inc.
        4535 Wedge Drive
        Atlanta, GA 303314

Bankruptcy Case No.: 09-86516

Chapter 11 Petition Date: October 6, 2009

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

Debtor's Counsel: Wanda S. Jackson, Esq.
                  Bldg. 1200 - Suite 150
                  3800 Camp Creek Parkway
                  Atlanta, GA 30331
                  Tel: (404) 344-4421

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 Hershell Holliday, CEO of the Company.


ISOLAGEN INC: Reorganizes as Fibrocell Science
----------------------------------------------
Isolagen, Inc., has reorganized and emerged from bankruptcy as
Fibrocell Science, Inc.  The company has named a new Board of
Directors.  The Food and Drug Administration is currently
reviewing the biologics license application for Fibrocell
Science's lead therapy, azfibrocel-T, in development to treat
nasolabial fold wrinkles.  Azfibrocel-T is the sole topic for
discussion at the Cellular, Tissue and Gene Therapies Advisory
Committee Meeting on October 9, 2009, in Bethesda, MD.

                Fibrocell Science Names New
                     Board of Directors

Fibrocell Science appointed a new Board of Directors and named
David Pernock as chairman.  Mr. Pernock joins Fibrocell Science
with extensive commercial experience, most recently as senior vice
president, Pharmaceuticals and Vaccines at GlaxoSmithKline.  New
Fibrocell Science board members named to date are Paul A. Hopper,
managing director of Cappello Group, who has more than 20 years
experience in international public company markets -- primarily in
the medical, healthcare and biotechnology sectors; Kelvin D.
Moore, consultant sales director for Seaborne Group with extensive
experience in project leadership, business strategy, finance,
business consultancy, new ventures, management and executive
development; and Robert S. Langer, Ph.D., professor, chemical &
biomedical engineering, Massachusetts Institute of Technology, and
distinguished leader in the field of biomedical engineering.

Declan Daly, who was instrumental in the company's reorganization
and had served as an executive at Isolagen, will continue to lead
Fibrocell Science as interim chief executive officer.  The Board
intends to name a CEO in the near future, and at that time, Declan
Daly will continue to serve as chief operating officer and chief
financial officer.

"We welcome our new Board members and value their contributions
during this transformational time for the Company," said Declan
Daly.  "We have a major near-term company milestone this week when
the FDA advisory committee will review azfibrocel-T, our lead
investigational cell therapy for the treatment of nasolabial fold
wrinkles.  We look forward to gaining Committee input, and working
with the FDA as we seek to bring this novel aesthetic therapy to
the market in 2010."

                     BLA Review Underway;
               FDA Advisory Committee Scheduled

In May 2009, the FDA accepted for full review the BLA of
azfibrocel-T for the treatment of moderate to severe nasolabial
fold wrinkles.  The Prescription Drug User Fee Act target date for
FDA response is January 4, 2010.

The azfibrocel-T pivotal Phase III safety and efficacy studies
evaluated a total of 421 individuals at 13 clinical sites across
the United States.  Study results demonstrated a significant
difference in therapy results compared to placebo.  No serious
adverse events were reported.

The Cellular, Tissue and Gene Therapies Advisory Committee Meeting
will be held on October 9, 2009 in Bethesda, Maryland.

                        About Azfibrocel-T

Azfibrocel-T, proposed brand name Laviv(TM), is an investigational
autologous cell therapy.  In the Fibrocell Science patented
process, a patient's own natural fibroblasts are extracted,
multiplied and re-injected as personalized therapy.  Fibroblasts
are cells which contribute to the formation of connective tissue
fibers.  The therapy is currently under review by the FDA for the
treatment of nasolabial fold wrinkles.  Fibrocell Science, Inc. is
planning to continue studies for additional aesthetic and
therapeutic indications for azfibrocel-T.

                About Fibrocell Science, Inc.

Fibrocell Science, Inc., is a biotechnology company focused on
developing regenerative fibroblast cells for aesthetic, medical
and scientific applications.  Fibrocell Science is committed to
advancing the scientific, medical and commercial potential of
autologous skin and tissue, as well its innovative cellular
processing technology and manufacturing excellence.

                        About Isolagen

Based in Exton, Pennsylvania, Isolagen(TM), Inc., is an aesthetic
and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The Company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in development.  Isolagen also
commercializes a scientifically-advanced line of skincare systems
through its majority-owned subsidiary, Agera(R) Laboratories, Inc.

Isolagen, Inc., and its wholly owned subsidiary, Isolagen
Technologies, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on June 15,
2009 (Bankr. D. Del. Case Nos. 09-12072 and 09-12073).  Mary E.
Augustine, Esq., at Ciardi Ciardi & Astin, P.C., in Wilmington,
Delaware, represents the Debtors.  The Debtors disclosed
$1,000,001 to $10,000,000 in estimated assets and debts.


J.D II INC: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.D II, Inc.
        6320 Windpatterns Trail
        Fairfax Station, VA 22039

Bankruptcy Case No.: 09-28984

Chapter 11 Petition Date: October 5, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Bruce E. Gardner, Esq.
                  1101 Pennsylvania Ave., N.W., Suite 600
                  Washington, DC 20004
                  Tel: (202) 271-0552
                  Email: beegard@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
$4,808,500, and total debts of $3,056,363.

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/mdb09-28984.pdf

The petition was signed by Charles Jenkins, president of the
Company.


JAMES GLENN HARDY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors: James Glenn Hardy
                  aka Ole Counrty Smokehouse
                  aka Glenn Hardy
               Sherry Lynn Hardy
               1415 Keone Circle
               Williamston, SC 29697-9246

Bankruptcy Case No.: 09-07527

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtors' Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Email: bknotice@thecooperlawfirm.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.


JOSEPH ZAPATA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Joseph V. Zapata
               Merih O. Zapata
                  aka Mary Zapata
               12716 Cutten Road
               Houston, TX 77066

Bankruptcy Case No.: 09-37614

Chapter 11 Petition Date: October 6, 2009

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

Judge: Letitia Z. Paul

Debtors' Counsel: Corey L. Mills, Esq.
                  Mills & Henshaw, PLLC
                  11767 Katy Freeway, Suite 820
                  Houston, TX 77079
                  Tel: (281) 497-2650
                  Fax: (281) 497-2690
                  Email: ecfdocs@yahoo.com

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

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

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

            http://bankrupt.com/misc/txsb09-37614.pdf

The petition was signed by the Joint Debtors.


JUPITER FAMILY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jupiter Family Entertainment, LP
           dba Jupiter Bowl
           dba Jupiter Lanes
        1136 Jupiter Road
        Dallas, TX 75218

Bankruptcy Case No.: 09-36793

Chapter 11 Petition Date: October 6, 2009

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

Debtor's Counsel: Gerald Philip Urbach, Esq.
                  Hiersche, Hayward, Drakeley & Urbach
                  15303 Dallas Parkway, Suite 700
                  Addison, TX 75001
                  Tel: (972)701-7026
                  Fax: (972)701-8765
                  Email: gurbach@hhdulaw.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/txnb09-36793.pdf

The petition was signed by Charels S. Lande.


KANSAS CITY SOUTHERN: S&P Gives Stable Outlook, Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kansas
City Southern to stable from negative.  At the same time, S&P
affirmed its ratings on the company, including the 'B' long-term
corporate credit rating.

The rating action reflects KCS' improved liquidity position
following an equity issuance, diminishing capital-spending needs,
and modest debt maturities over the next few years.  During the
second quarter, KCS issued 4.3 million shares, raising net
proceeds of $74 million.  Also in the quarter, the company
announced the completion of a $174 million track project in Texas.
S&P expects capital expenditures to be moderate for the duration
of the year, at about $100 million.

Standard & Poor's expects modest improvement in credit metrics and
liquidity position over the next few quarters as volume declines
moderate.  Still, earnings and cash flow will remain under
pressure in the near term.  Given KCS' relatively limited scale
and end-market diversity, its earnings stability is somewhat
weaker than its Class 1 peers.  The company's Mexican operations,
which represented 44% of consolidated revenues in 2008, have
experienced pressure due to weakness in the automotive- and
manufacturing-related sectors.  KCS has partially offset the
declines through aggressive cost savings from furloughing workers
and idling equipment.

The ratings on KCS reflect its highly leveraged capital structure,
substantial capital-spending requirements, and challenges
associated with Kansas City Southern de Mexico S.A. de C.V.
(KCSM), the Mexican railroad company it acquired in April 2005.
The favorable characteristics of the U.S. freight railroad
industry and the company's strategically located rail network
partly offset these risks.

"Standard & Poor's expects KCS' operating results, credit
measures, and liquidity position to strengthen by early 2010,"
said Standard & Poor's credit analyst Anita Ogbara.  S&P could
raise the ratings if earnings improvement bolsters liquidity and
the company consistently maintains total debt to EBITDA below 5x.

"Although less likely, S&P could lower the ratings if liquidity
falls below $75 million and remains at this level over the near
term," she continued.


KENT ALAN GARDELLA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Kent Alan Gardella
                 dba Napa Valley Jewelers
               Theresa Anne Gardella
               16 Joshua Ct.
               Napa, CA 94558

Bankruptcy Case No.: 09-13287

Chapter 11 Petition Date: October 5, 2009

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

Judge: Alan Jaroslovsky

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

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

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

According to the schedules, the Company has assets of at least
$2,584,600, and total debts of $3,196,077.

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

            http://bankrupt.com/misc/canb09-13287.pdf

The petition was signed by the Joint Debtors.


KOCH GROUP: Owner Fighting Suit, Tries to Take Co. Out of Ch 11
---------------------------------------------------------------
Frederick Melo at Pioneer Press reports that David Koch is
struggling to keep his home in Mendota Heights and keep his
restaurants Seven Steakhouse and Seven Sushi emerging from
bankruptcy and attracting clients.

Pioneer Press relates that Mr. Koch is in a legal battle involving
Debra Thul, the mother of longtime associate Carey Thul, for
alleged breach of contract.  Pioneer Press states that Ms. Thul's
civil lawsuit against Mr. Koch and her son moved forward with a
pre-trial hearing in Dakota County District Court.  The report
says that a three-day trial is set for November 2.

Ms. Thul said in court documents that Mr. Koch and her son Carey
persuaded her six years ago to help them launch two of Mr. Koch's
now-defunct businesses, the Escape Ultra-Lounge and the Bellanotte
Italian restaurant, by selling her home.  According to Pioneer
Press, Ms. Thul argued that the two then stiffed her on almost
$100,000 in house payments.  Ms. Thul, according to court
documents, said that she's on the verge of eviction because of it.

Ms. Thul and her son were eager investors in the Escape club,
which failed in July 2007, and knew the risks, Pioneer Press says,
citing Mr. Koch.  According to the report, Mr. Koch said that
neither Ms. Thul nor her son ever invested in Bellanotte, which
closed in July 2009.

"Right now, my biggest plan is to finish taking Seven out of
bankruptcy," Pioneer Press quoted Mr. Koch as saying.

Mendota Heights, Minnesota-based Koch Group Mpls, LLC, dba Seven,
owns and operates the Seven steakhouse and sushi restaurant in
downtown Minneapolis.  The Company filed for Chapter 11 bankruptcy
protection on April 14, 2009 (Bankr. D. Minn. Case No. 09-42227).
Lynn J.D. Wartchow, Esq., at Morris Law Group, P.A., assists the
Company in its restructuring efforts.  The Company listed $100,001
to $500,000 in assets and $1,000,001 to $10,000,000 in debts.


LAURIE SOLLER D.D.S.: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Laurie A. Soller D.D.S., P.A.
        8170 Maple Lawn Boulevard, Suite 150
        Fulton, MD 20759

Bankruptcy Case No.: 09-29023

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Soller, LLC                                        09-29024
Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Karen H. Moore, Esq.
                  10211 Wincopin Circle, 6th Floor
                  Columbia, MD 21044
                  Tel: (410) 309-0505
                  Email: kmoore@darslaw.com

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

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

A list of the Company's 2 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/mdb09-29023.pdf

The petition was signed by Dr. Laurie A. Soller, D.D.S., sole
owner of the Company.


LE TAP OF ST. GEORGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Le Tap of St. George, Inc.
        104 Interstate Drive
        Saint George, SC 29477

Bankruptcy Case No.: 09-07486

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Felix B. Clayton, Esq.
                  Law Office of Felix B. Clayton
                  P.O. Box 1044
                  Beaufort, SC 29901
                  Tel: (843) 379-9363
                  Fax: (843) 379-9844
                  Email: butch@butchclaytonlaw.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Ramesh D. Patel, president of the
Company.


LEAR CORP: Judge Opens Door to Patent Suit Against Firm
-------------------------------------------------------
Law360 reports that a bankruptcy judge has allowed Chamberlain
Group Inc. and Johnson Controls Interiors to go ahead with a
patent suit over garage door openers against Lear Corp.

Chamberlain and JCI asked the Bankruptcy Court to modify the
automatic stay to permit them to bring and continue their claims
against Debtor Lear Corporation for prepetition and postpetition
patent infringement in the U.S. District Court for the Northern
District of Illinois.

On July 13, 2005, Chamberlain filed a patent infringement action
against Lear in the case currently styled as The Chamberlain
Group, Inc. and Johnson Controls Interiors LLC v. Lear
Corporation, in the Illinois District Court.

On August 19, 2009, Chamberlain and Johnson filed an adversary
proceeding in the U.S. Bankruptcy Court for the Southern District
of New York seeking determination that the infringing technology
being used by Lear is not property of its bankruptcy estate;
determination and allowance of administrative expense claim as a
result of Lear's postpetition infringement; an injunction against
Lear's ongoing infringing conduct; and liquidation and allowance
of a prepetition claim for money damages caused by Lear's
prepetition infringement.

Chamberlain and Johnson sought relief from automatic stay to seek
in the Illinois Action all relief, other than allowance of their
claims and administrative expenses under Sections 502 and 503 of
the Bankruptcy Code, that they may be entitled to assert as a
result of or in connection with Lear's infringement of the
"patents-in-suit."

Chamberlain and Johnson assert that "cause" exists because Lear
is continuing its infringement of the patents-in-suit.  According
to Chamberlain and Johnson, the automatic stay does not and
should not protect Lear from litigation regarding its
postpetition violations of the rights of others.

Lear Corp. objected to the proposal, saying it will be prejudiced
if it is forced to deal with the Illinois District Court Action at
this time, during the critical period of its Chapter 11 cases.

                         About Lear Corp.

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)


LEWIS EQUIPMENT: Taps Munsch Hardt as General Bankruptcy Counsel
----------------------------------------------------------------
Lewis Equipment Company, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ Munsch, Hardt, Kopf & Harr as general
bankruptcy counsel.

Munsch Hardt will, among other things:

   a. serve as attorneys for the Debtors in all aspects, including
      any adversary proceedings commenced in connection with the
      Chapter 11 cases and provide representation and legal advice
      to the Debtors throughout the Bankruptcy Cases;

   b. assist the Debtors in carrying out their duties under the
      Bankruptcy Code, including advising the Debtors of the
      duties, their obligations, and their legal rights;

   c. consult with the U.S. Trustee, any statutory committee that
      may be formed, and all other creditors and parties in
      interest concerning administration of the Bankruptcy Cases;

The hourly rates of Munsch Hardt's personnel are:

     Shareholders                       $570
     Paralegals                         $180

The principal attorneys and paraprofessionals designated to
represent the Debtors, and their hourly rates, are:

     Davor Rukavina, shareholder        $330
     Kathleen M. Patrick, associate     $275
     Audrey Monlezun, paralegal         $180

Munsch Hardt received a $100,000 retainer on the account of Lewis
Equiment Company.  After the application of fees and expenses, the
firm holds, as of the petition date, a $30,552 retainer.

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

The firm can be reached at:

     Munsch, Hardt, Kopf & Harr
     500 N. Akard Street, Suite 3800
     Dallas, TX 75201-6659
     Tel: (214) 855-7587
     Fax: (214) 978-5359

                About Lewis Equipment Company, Inc.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LIGHTHOUSE FINANCIAL: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Lighthouse Financial Group, Inc., and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the Middle District of Florida
a list of its largest unsecured creditors, disclosing:

   Entity                                         Claim Amount
   ------                                         ------------
Tim Pruban                                        $1,300,000
6585 N. Avondale
Chicago, IL 60631

Andrew J. May                                       $994,143
301 Platt Street, Suite 259
Tampa, FL 33606

Colonial Realty Limited Partnership                 $805,769
P.O. Box 55379 Dept. No. 9425
Birmingham, AL 35255

Tim Pruban, IRA                                     $328,978
6585 N. Avondale
Chicago, IL 60631

Tom & Lorraine Poe                                  $275,000
21420 Stratford Avenue
Rocky River OH 44116

L.P., a minor child                                 $243,900
by Lucy Pruban, parent

G.P., a minor child,                                $216,000
by Lucy Pruban, parent

Gulf Coast Signs of Sarasota, Inc.                  $200,000

HaackP/S Plan                                       $200,000

Richard and Vanessa Freund                          $179,167

DM Direct, Inc.                                     $153,478

Christopher Reiser                                  $150,000

Estate of Dorothy Pruban                            $150,000

Citi Advantage Business Card                        $148,461

Gene and Karen Pruban                               $100,000

Hidayet Kutat                                       $100,000

James Silovich trust                                $100,000

Nancy Rubdgren Trust                                 $80,000

Susan M. Davis, IRA                                  $75,000

Katherine Leska                                      $65,300

                 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.


LOCAL INSIGHT: Projected Weak Credit Cues S&P's Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Englewood, Colorado-based Local Insight Regatta Holdings Inc. to
'CCC+' from 'B' and removed the ratings from CreditWatch, where
they were placed on Sept. 9, 2009.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on LIRH's
senior secured credit facilities to 'B-' (one notch higher than
the 'CCC+' corporate credit rating on the company) from 'B+'.  The
recovery rating on these loans remains a '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.

S&P also lowered its issue-level rating on LIRH's senior
subordinated notes to 'CCC-' (two notches lower than the 'CCC+'
corporate credit rating) from 'CCC+'.  The recovery rating on
these securities remains a '6', indicating S&P's expectation of
negligible (0%-10%) recovery for lenders in the event of a payment
default.

"The rating downgrade reflects S&P's belief that credit measures
of the consolidated group of Local Insight Media companies will
continue to weaken over the intermediate term, as S&P does not
expect that EBITDA generation will be sufficient to reduce
leverage," said Standard & Poor's credit analyst Ariel Silverberg.

This stems from a combination of cyclical, and what S&P believes
are secular trends impacting the yellow page directory business.
On the cyclical side, pressure on small businesses, including
increased bankruptcies, are expected to continue to reduce
advertising budgets for the next several quarters.  On the secular
side, S&P believes that consumer preferences will continue to
shift toward online local search tools, and away from print-based
directories.  S&P believes the digital search market is more
highly competitive, and therefore, S&P does not expect any
increase in revenue from the sale of digital products will be
sufficient to offset print revenue declines over the next several
quarters.  As a result of these factors, and otwithstanding
reductions to LIM's cost structure that management has already
achieved, S&P believes that over the rating horizon, credit
measures will deteriorate at a more rapid pace than S&P previously
expected.

The ratings on LIRH are based on the consolidated credit quality
of the Local Insight Media family of companies.  LIRH is
indirectly owned by Local Insight Media Holdings Inc. (Holdings),
who also indirectly owns entities that participate in the whole
business securitization, consisting of ACS Media (the incumbent
yellow page publisher in Alaska), CBD Media (the incumbent yellow
page publisher in Cincinnati), and HYP Media (the incumbent yellow
page publisher in Hawaii).  Holdings is owned in part by certain
funds of Welsh, Carson, Anderson & Stowe, and in part by Local
Insight Media Holdings, L.P., which in turn is owned by separate
WCAS funds, Spectrum Equity Investors, and certain members of
management.  LIMH is the indirect parent of Caribe Media Inc. (the
incumbent yellow page publisher in Puerto Rico and the Dominican
Republic).  Given the strategic relationships between, and common
management and ownership of, the various operating entities, S&P
view the rating of each individual entity based on a global view
of the creditworthiness of all other entities.  S&P expects
decisions in support of the owners' operating and financial
strategies will be made with a view toward the collective group of
companies.

S&P believes that the attributes of LIM's markets have helped
insulate the company somewhat from experiencing the high-teens,
low 20% decline in ad sales that some of the other yellow page
publishers have experienced during 2009 (ad sales for the LIM
markets in the first half of 2009 were down in the low single-
digit percentage area).  The relatively positive attributes of the
IM markets include their smaller size (which tends to provide for
more efficient distribution of the book and therefore greater
value to the advertiser), the geographic isolation of several of
its markets (which provides somewhat of a barrier to new
entrants), and the incumbent positions LIM holds in many of its
markets.  In addition, given LIM's sales force is nonunionized, it
affords the company the ability to better customize sales
campaigns to specific regions.  S&P believe, however, that in the
next several quarters, the impact of negative secular trends will
be more pronounced in certain of LIM's larger markets, such as
Cincinnati given it is a larger, metro market.

Given S&P's belief that cyclical pressure will continue to
exacerbate negative secular trends over the next several quarters,
S&P's ratings incorporate the expectation that print ad sales, for
the consolidated group of LIM companies, will decline in the high-
single digit percentage area, and low-teens percentage area in
2010 and 2011, respectively.  Given the deferral and amortization
nature of revenue recognition (revenue is recognized ratably over
the life of a directory, beginning with the month of delivery), ad
sales in one period are generally indicative of future revenue.
Therefore, S&P's expectation for ad sales would result in revenue
declines during 2011 and 2012 of similar magnitudes.  S&P expects
this will further result in EBITDA declines in the high single-
digit and low-teens percentage area in 2011 and 2012,
respectively.  In turn, it would result in consolidated leverage
increasing to the high 9x area and high 10x area by 2011 and 2012,
respectively, and interest coverage falling to the mid 1x area and
low 1x area in 2011 and 2012, respectively.  These measures are in
line with the new rating.


LPATH INC: Extends ASONEP(TM) Collaboration with Merck Serono
-------------------------------------------------------------
Lpath, Inc., reports that September 24, 2009, it has been advised
by Merck Serono, a division of Merck KGaA, (Darmstadt, Germany)
that Merck Serono has exercised its right to extend the "initial
development period," the period during which Lpath is responsible,
in close collaboration with Merck Serono, for development of
ASONEP(TM).  While the ASONEP license agreement provided Merck
Serono the right to extend this period to April 28, 2010, the
parties agreed upon a revised date of June 27, 2010, to complete
the Phase 1 study and various non-clinical studies undertaken to
further the development of ASONEP as contemplated in the License
Agreement.

Lpath will continue to receive the previously agreed upon monthly
research and development funding from Merck Serono until April 28,
2010.  In addition, Lpath remains eligible to earn development
milestone payments during the extension period.

Lpath is nearing completion of its ASONEP Phase 1 clinical trial
in cancer patients.  The drug candidate was well tolerated at all
tested dose levels, and there have been no drug-related Serious
Adverse Events reported.  Lpath expects to complete enrollment in
its Phase I trial within a few weeks, but dosing of these patients
may continue for several months.

In a September 24 press statement, Scott Pancoast, Lpath's CEO,
commented: "We expect the additional insights gleaned from the
remaining Phase I patients and the extended collaboration will be
extremely valuable in designing Phase 2 clinical trials for
ASONEP.  We continue to work hand-in-hand with Merck Serono in a
collaborative effort to advance the ASONEP program to the next
level."

                            About Lpath

San Diego-based Lpath, Inc. (OTC BB: LPTN) --
http://www.Lpath.com/-- is a biotechnology company focused on the
discovery and development of lipidomic-based therapeutics.
Lipidomics is an emerging field of medical science whereby
bioactive signaling lipids are targeted to treat important human
diseases.

As of June 30, 2009, the Company had total assets of $7,027,751
and total liabilities of $12,457,882, resulting in stockholders'
deficit of $5,430,131.  As of June 30, 2009, Lpath had an
accumulated deficit of approximately $39.8 million.

Lpath has incurred significant net losses since its inception.
Lpath expects its operating losses to increase for the next
several years as it pursues the clinical development of its
product candidates.

In the six months ended June 30, 2009, Lpath incurred an operating
loss and utilized net cash in operating activities of $323,642 and
$2,055,719, respectively.  In the year ended December 31, 2008,
the company incurred an operating loss and utilized net cash in
operating activities of $11,735,235 and $6,192,041, respectively.
Lpath said these conditions raise substantial doubt about the
company's ability to continue as a going concern.


LYONDELL CHEMICAL: Trustee Joins Calls for Chapter 11 Examiner
--------------------------------------------------------------
The U.S. trustee in Lyondell Chemical Co.'s bankruptcy proceedings
has backed up the official committee of unsecured creditors in its
call to appoint an examiner in the Chapter 11 cases.

The Creditors Committee has asked the Bankruptcy Court to order
the appointment of an examiner to investigate whether Len
Blavatnik and lenders from the chemical maker's 2007 buyout are
unfairly influencing its bankruptcy.

The Creditors Committee asserts that Lyondell needs an independent
examiner because Blavatnik, chairman of Access Industries Holding
LLC, still controls the Company.  The examiner, according to the
panel, should probe why the Company wouldn't refinance its
$8 billion bankruptcy loan, and how Mr. Blavatnik and lenders who
worked with him in 2005 will also fund a rights offering that
includes a "forced settlement" of the creditors' lawsuit against
them.

Meanwhile, the hearing that had been scheduled for Oct. 14 to
approve the disclosure statement explaining the Plan was moved to
Nov. 4.  Creditors cannot vote on the plan until the explanatory
disclosure statement is approved.

The Creditors Committee has already commenced a lawsuit against
Citibank N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.

U.S. Bankruptcy Judge Robert Gerber will hear the examiner request
on Oct. 14.  The Company's disclosure statement to its
reorganization plan must be approved by Oct. 15 in order for the
company to keep current terms of its $8 billion loan, creditors
noted.

Noteholders led by the Bank of New York Mellon and Bank of New
York Mellon Trust Company, as indenture trustees, have asked the
Bankruptcy Court to compel Lyondell Chemical Co. to refinance the
secured lending package that matures Dec. 15, two weeks before
commencement of a trial where the Creditors Committee is
attempting to void the lenders' security interests based on a
theory that the 2007 leveraged buyout amounted to a fraudulent
transfer.

BNY, the indenture trustee for the 8.375 percent senior notes, has
also filed a separate lawsuit against the secured lenders, arguing
that it suffered unique damages because the LBO violated covenants
in the senior note indenture and also violated an inter-creditor
agreement.

                      About Lyondell Chemical

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)


MACLOVIO MARTINEZ: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Maclovio C. Martinez
           dba Ademar Construction
           dba El Hornito
        12632 East Frontage Road
        Longmont, CO 80504

Bankruptcy Case No.: 09-31045

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Aaron A. Garber, Esq.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: aag@kutnerlaw.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 3 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/cob09-31045.pdf

The petition was signed by Mr. Martinez.


MARGAUX WESTOVER: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Margaux Westover Partners, Ltd.
        14900 Landmark Blvd., Suite 610
        Dallas, TX 75254

Case No.: 09-46378

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
North Partners, Ltd.                               09-46379

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge D. Michael Lynn

Debtor's Counsel: Vickie L. Driver, Esq.
                  Pronske & Patel, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: vdriver@pronskepatel.com

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

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

The petition was signed by Donald L. Silverman, the company's
president.

Margaux Westover Partners' List of 17 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Margaux Texas Ventures         Reimbursements         $123,859

AECOM USA, Inc.                Civil Engineering      $104,161

Party City                     Tenant Improvements    $75,000

Archstone Dental               Tenant Improvements    $52,200

Today Realty Advisors          Management Fee         $27,000

Falcon Development &           Construction           $12,018
Construction                   Management

Chiodini Associates            Architect              $6,564

TXU Energy                     Utility                $4,810

Gambit Realty, Inc.            Leasing Commissions    $4,049

The Retail Connection, LP      Leasing Commissions    $3,915

Alliance Geotechnical Group,   Engineering            $3,915
Inc.

MDC Services Corporation       Reimbursements         $3,346

Hal Construction LLC           Landscaper             $635

AT&T                           Utility                $474

Corner Real Estate Services    Reimbursement for      $183
Inc.                           September Payroll,
                               Copies and Po

Commonwealth Title of Dallas   Endorsement for        $50
                               Bank Draw

Bill Kinard                    Mileage Reimbursement  $37


MERISANT WORLDWIDE: Seeks Approval of Newport Global Agreements
---------------------------------------------------------------
Merisant Worldwide Inc. asks the Bankruptcy Court for approval of
agreements with Newport Global Advisors LP.

Pursuant to a backstop commitment and stock purchase agreement,
Newport has agreed to provide at least $10 million which will be
available to pay down secured bank debt when its reorganization
plan is effective.  Under the plan, Newport will purchase
$7.5 million in convertible preferred stock and backstop
$2.5 million out of a $5 million in a rights offering.

Merisant will be seeking approval of the Newport Agreements and
the disclosure statement explaining its Plan on October 19.

The Plan accomplishes a deleveraging of the Debtors' capital
structure by removing approximately $400 million in indebtedness,
including approximately $45 million of secured indebtedness, from
the Debtors' balance sheet.  Under the Plan, holders of bank
claims aggregating $205 million will recover 100% of their claims
in the form of new notes, cash and majority of the preferred
stock.  Holders of unsecured claims aggregating $235.3 million
against Merisant Company will recover 5.5% in the form of new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash.  Holders of unsecured claims
aggregating $137.1 million against Merisant Worldwide will receive
distributions in the form of "contingent value rights" if they
vote in favor of the Plan.

Merisant's Chapter 11 plan is supported by the Official Committee
of Unsecured Cerditors and 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 9.5% 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.


MICHAEL WRAY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Michael Wray has filed for Chapter 11 bankruptcy protection.  Mike
Copeland at Tribune-Herald reports that Mr. Wray reportedly owes
more than $30,000 in back lease payments on the Square Bar &
Kitchen he was operating on the first floor of the Flats.
Tribune-Herald says that State District Judge Matt Johnson signed
a temporary restraining order forbidding Mr. Wray from removing
any furnishings and fixtures from the bar.  Tribune-Herald states
that the Square Bar & Kitchen at South Third Street and Austin
Avenue is closed, and a sign posted on the front says the door
locks have been changed and will remain that way until Mr. Wray
makes good on back lease payments.

Michael Wray resigned as general partner of the Austin Avenue
Flats project in downtown Waco in July 2009.


MIDWEST HOTEL: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Midwest Hotel Developers, LLC
        1580 S. Hamilton Circle
        Olathe, KS 66061

Bankruptcy Case No.: 09-23348

Chapter 11 Petition Date: October 7, 2009

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

Judge: Dale L. Somers

Debtor's Counsel: Neil S. Sader, Esq.
                  The Sader Law Firm, LLC
                  4739 Belleview, Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  Email: nsader@saderlawfirm.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
$3,221,042, and total debts of $4,956,072.

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/ksb09-23348.pdf

The petition was signed by Shaunak Patel, authorized officer of
the Company.


MOSHE SEGEV: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Moshe Segev
               Michelle M. Cohen
               6067 Calmfield Avenue
               Agoura Hills, CA 91301

Bankruptcy Case No.: 09-23222

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtors' Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.com

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

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

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

            http://bankrupt.com/misc/cacb09-23222.pdf

The petition was signed by the Joint Debtors.


NATIONAL DATACOMPUTER: Berens Resigns; Bucacci Assumes CEO Post
---------------------------------------------------------------
The Board of Directors of National Datacomputer, Inc., accepted
the resignation of William B. Berens as Director, President and
Chief Executive Officer of the Company, effective September 29,
2009.  Mr. Berens indicated that his resignation was due to a
personal decision to pursue other interests and was not the result
of any disagreements with the Company's management or Board of
Directors.

Also on September 29, 2009, the Board of Directors appointed Bruna
Bucacci as the Company's President and Chief Executive Officer.
Ms. Bucacci was also appointed as a Director of the Company.
These appointments were effective as of September 29.

Ms. Bucacci has served as the Company's Chief Operating Officer
since March 2007 and Chief Accounting Officer since November 2005.
Ms. Bucacci joined the Company in May 1996 as Controller.  Prior
to joining the Company, Ms. Bucacci was Corporate Controller for
Thermedics Detection, Inc. and held various managerial positions
for Thermo Electron, Inc.  Ms. Bucacci is a graduate of Boston
College where she received a BS degree in Mathematics and a
graduate of Bentley College where she received a BS degree in
Accounting.

Founded in 1986, Billerica, Massachusetts-based National
Datacomputer, Inc. (OTC Bulletin Board: NDCP) markets, sells, and
services computerized systems used to automate the collection,
processing and communication of information related to product
sales and distribution.  The Company's products and services
include data communication networks, application-specific
software, hand-held computers and related peripherals, as well as
associated training and support services.

As of June 30, 2009, the Company had $523,879 in total assets and
$1,552,176 in total liabilities, resulting in $1,028,297
stockholders' deficit.  The Company has an accumulated deficit of
roughly $17,100,000 through June 30, 2009.  As a result of the
Company's deficit and cash position, the report of its independent
registered public accounting firm relating to the financial
statements as of and for the year ended December 31, 2008,
contains an explanatory paragraph regarding substantial doubt
about the Company's ability to continue as a going concern.  As of
June 30, 2009, the Company had $191,000 in cash and negative
working capital of $768,000.  The Company said in the event that
it cannot generate sufficient cash for working capital, it may
have to reduce its level of operations, which will make it more
difficult for the Company to continue its business as a going
concern.

The Company continues exploring all opportunities to improve its
financial condition by pursuing potential revenues sources through
increased marketing efforts.  The Company warned there is a
possibility that it may not realize adequate revenues in the near
future to meet cash flow requirements, and therefore might require
it to implement further cost saving actions or attempt to obtain
additional financing.  The Company believes that based on current
revenue expectations, the expected timing of such revenues, and
its current level of expenses the Company has sufficient cash to
fund operations through the end of 2009.  There can be no
assurance that such financing, if required, will be available on
reasonable terms, if at all.


NATIONAL PROCESSING: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Louisville, Kentucky-based National Processing
Co. Group Inc. to 'B' from 'B-'.  S&P has also removed all the
ratings from CreditWatch with developing implications, where they
were placed on Sept. 14, 2009.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on NPC's
senior secured term loan and revolver to 'B+' (one notch above the
corporate credit rating on the company) from 'B'.  The recovery
rating on the debt remains unchanged at '2', indicating
expectations for substantial (70%-90%) recovery in the event of
payment default.

S&P also raised the issue-level rating on NPC's second-lien term
loan one notch to 'CCC+' (two notches below that corporate credit
rating) from 'CCC'.  The recovery rating on the loan remains
unchanged at '6', indicating expectations for negligible (0%-10%)
recovery in the event of a payment default.

"The upgrade reflects NPC's improved liquidity profile following
the recent amendment of its senior secured credit facility, which,
among other things, revised required financial maintenance
covenant ratios to provide greater headroom," said Standard &
Poor's credit analyst Susan Madison.  Prior to the amendment,
headroom under the covenants was minimal, and the required ratios
stepped down sharply at Dec. 31, 2009.  The revised covenant
ratios are sufficient to withstand a 15% decline from the current
latest-12-month EBITDA levels over the next year.

"Despite S&P's expectations for lower transaction volumes and
increased merchant attrition rates over the next year to due weak
economic conditions," added Ms.  Madison, "we believe NPC will be
able to moderate the impact of these trends on revenue and EBITDA
through merchant price increases, new product revenues, and lower
processing costs." Furthermore, NPC generates modest discretionary
cash due to low working capital and capital expenditure
requirements, which it could use to pay down debt, further
strengthening the company's credit profile.


NBC ACQUISITION: Moody's Gives Stable Outlook; Affirms 'B1' Rating
------------------------------------------------------------------
Moody's Investors Service revised NBC Acquisition Corp (parent
company of Nebraska Book Company) rating outlook to stable from
negative.  All other ratings were affirmed.

The revision of the rating outlook to stable from negative
reflects the closing of (a) a new $200 million senior secured note
which is due in December, 2011 and (b) a new $75 million asset
based revolver that will effectively expire in September, 2011
absent a refinancing or other extention of the senior secured
notes.

The affirmation of NBC's B3 Corporate Family Rating reflects its
highly leveraged capital structure, competition in the textbook
market, and the significant seasonality of the company's business.
The ratings also take into consideration the relatively stable
demand for used and new college textbooks and the company's high
share of the used textbook market.  While the recently closed
revolver and senior secured notes addressed near term maturities,
the company will still face significant refinancing requirements
in late 2011.

These ratings were affirmed:

Nebraska Book Company

* $200 million senior secured notes due December 2011 at B1 (LGD
  2, 25%)

* $175 million Senior Subordinated Notes due March 2012 at Caa1
  (LGD 5, 70%)

NBC Acquisition Corporation

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* $77 million Sr. Discount Debentures due 2013 at Caa2 (LGD 6,
  94%)

Moody's last rating action on NBC Acquisition Corporation was on
September 21, 2009, when a B1 rating was assigned to the company's
proposed senior secured notes due December 2011.

NBC Acquisition Corp., headquartered in Lincoln, Nebraska, is a
holding company whose sole asset is Nebraska Book Company, Inc.
Nebraska Book Company, Inc., is a leading wholesaler of used
textbooks and operates approximately 275 college bookstores across
the United States.  Revenues for the LTM period ended June 30,
2009, were approximately $608 million.


NEWPAGE CORP: Completes $1.7BB 11.375% Sr. Secured Notes Offering
-----------------------------------------------------------------
NewPage Corporation said it completed on September 30, 2009, its
private placement offering of $1.7 billion in aggregate principal
amount of 11.375% Senior Secured Notes due 2014.

The net proceeds of the Notes Offering, together with
approximately $5 million of borrowings under NewPage's revolving
credit facility, were used to repay all amounts outstanding under
NewPage's term loan and to pay fees and expenses of the Notes
Offering.

The Notes were issued under an Indenture among the Company, the
guarantors party thereto and The Bank of New York Mellon, as
trustee.  Interest is payable semi-annually on December 31 and
June 30 of each year, beginning on December 31, 2009.

The Notes mature on the earlier of (i) December 31, 2014 or (ii)
the date that is 31 days prior to the maturity date of (a) any
existing second lien notes then outstanding, (b) any existing
senior subordinated notes then outstanding, (c) any NewPage
Holding Corporation notes then outstanding or (d) any refinancing
of any indebtedness included in items (a), (b) or (c) above.  At
any time on or after March 31, 2012, the Company may redeem some
or all of the Notes at specified redemption prices, plus accrued
and unpaid interest and special interest, if any, to the
redemption date.  In addition, at any time prior to March 31,
2012, the Company may, on one or more occasions, redeem some or
all of the Notes at a redemption price equal to 100% of the
principal amount of the Notes redeemed, plus a "make-whole"
premium as of, and accrued and unpaid interest and special
interest, if any, to, the applicable redemption date.

At any time before March 31, 2012, the Company may, on one or more
occasions, redeem up to 35% of the outstanding aggregate principal
amount of the Notes with the net cash proceeds of one or more
qualified public equity offerings at 111.375% of the principal
amount of the Notes plus accrued and unpaid interest and special
interest, if any, to the redemption date. At any time prior to
March 31, 2012, but not more than once in any 12-month period, the
Company may redeem up to 10% of the original aggregate principal
amount of the Notes at a redemption price of 103%, plus accrued
and unpaid interest and special interest, if any, to the
redemption date, subject to certain rights of holders of the
Notes.  Upon a change of control of the Company, each holder of
Notes may require the Company to repurchase all or any part of
that holder's Notes for a payment equal to 101% of the aggregate
principal amount of the Notes repurchased plus accrued and unpaid
interest and special interest, if any, to the date of repurchase.

The Notes are guaranteed by all of the Company's domestic
restricted subsidiaries and NewPage Port Hawkesbury Corp., a
Canadian entity.  The Notes are secured on a first-priority basis
by substantially all of the Company's, the Company's domestic
restricted subsidiaries' and NewPage Port Hawkesbury Corp.'s
present and future property and assets, other than cash, deposit
accounts, accounts receivables, inventory, the capital stock of
the Company's subsidiaries and intercompany debt.  The Notes are
secured on a second-priority basis by substantially all of the
Company's, the Company's domestic restricted subsidiaries' and
NewPage Port Hawkesbury Corp.'s present and future cash, deposit
accounts, accounts receivables and inventory.

The Indenture, among other things, limits the Company's ability
and the ability of its restricted subsidiaries to: incur
additional indebtedness or issue disqualified stock or preferred
stock; create liens; pay dividends or make other sorts of
restricted payments; make investments; sell assets; consolidate,
merge, sell or otherwise dispose of all or substantially all of
the Company's assets; enter into transactions with the Company's
affiliates; and designate the Company's subsidiaries as
unrestricted subsidiaries.  These covenants are subject to a
number of exceptions, which are described in the Indenture.

In connection with the Notes Offering, the Company entered into an
Exchange and Registration Rights Agreement, dated September 30,
2009, among the Company and Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co. and Citigroup Global Markets Inc., as
representatives of the initial purchasers of the Notes.  Pursuant
to the Registration Rights Agreement, the Company has agreed to
file a registration statement as soon as practicable, but no later
than 120 days after September 30, 2009 relating to an offer to
exchange the Notes for debt securities issued by the Company which
are substantially identical in all material respect to the Notes,
to use all commercially reasonable efforts to cause such
registration statement to be declared effective by the Securities
and Exchange Commission as soon as reasonably practicable, but no
later than 210 days after September 30, 2009, to use all
commercially reasonable efforts to commence the exchange offer
promptly, but no later than 45 business days after such
registration statement has become effective, and to hold the
exchange offer open for at least 20 business days.  If the Company
fails to satisfy these obligations, subject to certain exceptions,
special interest will accrue and be payable with respect to the
Notes.

The Notes offered by NewPage in the Notes Offering have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.  The Notes
were offered only to qualified institutional buyers under Rule
144A and outside the United States in compliance with Regulation S
under the Securities Act.

                           About NewPage

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
largest coated paper manufacturer in North America, based on
production capacity, with $4.4 billion in net sales for the year
ended December 31, 2008.  The Company's product portfolio is the
broadest in North America and includes coated freesheet, coated
groundwood, supercalendered, newsprint and specialty papers.  The
papers are used for corporate collateral, commercial printing,
magazines, catalogs, books, coupons, inserts, newspapers,
packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  The mills have a
total annual production capacity of roughly 4.4 million tons of
paper, including roughly 3.2 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

As of June 30, 2009, NewPage Holding had $4.141 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $3.145 billion, and other long-term obligations of
$618 million; resulting in $97 million total deficit.

As of June 30, 2009, NewPage Corp. had $4.140 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $2.953 billion, and other long-term obligations of
$618 million; resulting in $94 million total deficit.

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on 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.


NEXT 1: Posts $985,000 Net Loss in First Quarter Ended May 31
-------------------------------------------------------------
Next 1 Interactive, Inc., reported a net loss of $985,031 on total
revenues of $191,415 for the first quarter ended May 31, 2009,
compared with a net loss of $576,496 on total revenues of $780,442
in the corresponding period ended May 31, 2008.

The Company attributed the decrease in total revenues from 2008 to
2009 to a general decline in the travel and leisure industry.

At May 31, 2009, the Company's consolidated balance sheet showed
$8,114,625 in total assets, $2,747,683 in total liabilities, and
$5,366,942 in total stockholders' equity.

The Company's consolidated balance sheet also showed strained
liquidity with $229,631 in total current assets available to pay
$2,069,486 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the three months ended May 31, 2009, are available
for free at http://researcharchives.com/t/s?4688

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 1, 2009,
Kramer, Weisman and Associates, LLP, in Davie, Florida, expressed
substantial doubt about Next 1 Interactive, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended February 28,
2009.  The auditing firm said that the Company had an accumulated
deficit of $6,081,214 and a working capital deficit of $1,582,950
at February 28, 2009, net losses for the year ended February 28,
2009, of $1,843,567 and cash used in operations during the year
ended February 28, 2009, of $1,704,195.

                        About Next 1

Based in Weston, Florida, Next 1 Interactive, Inc. --
http://www.n1ii.com/-- is an emerging interactive media company
whose focus is in video and rich media advertising delivered over
internet and television platforms.  The Company addresses
advertisers' needs to provide compelling content in the emerging
convergent landscape of Internet, television and mobile platforms.
Next 1 Interactive accomplishes this goal by the synergistic
strength of its companies and media channels.
Since inception, the Company has been focused on the travel
industry solely through the Internet.  The Company has changed its
current business model from a company that generates nearly all of
its revenues from its travel divisions to a media company focusing
on Interactive Media advertising platforms utilizing the Internet,
Internet Radio and Cable Television.


NORTEL NETWORKS: Ciena Signs $521MM Deal to Buy Ethernet Assets
---------------------------------------------------------------
Ciena(R) Corporation, the network specialist, on October 7
announced that it has entered into agreements with Nortel to
purchase substantially all of the optical networking and carrier
Ethernet assets of Nortel's Metro Ethernet Networks (MEN) business
for $390 million in cash and 10 million shares of Ciena common
stock.  The product and technology assets to be acquired include
Nortel's long-haul optical transport portfolio; metro optical
Ethernet switching and transport solutions; Ethernet transport,
aggregation and switching technology; multiservice SONET/SDH
product families; and network management software products.

The proposed transaction would strengthen Ciena's global presence
and bring together complementary technologies in switching and
transport that will offer customers a practical path for
transitioning to automated, optical Ethernet-based networking.
Based on the closing price of Ciena's stock on Tuesday, October 6,
2009, the aggregate value of the shares to be issued by Ciena is
approximately $131 million, bringing the value of the
consideration to approximately $521 million.  The assets to be
acquired generated approximately $1.36 billion in revenue for
Nortel in 2008 and $556 million (unaudited) in the first six
months of 2009.

"This is a unique and exciting opportunity for us to accelerate
our existing strategy and the pace of our growth plans by two to
three years," said Gary Smith, Ciena's CEO and president.  "We
believe this transaction will position us for faster growth by
giving us greater geographic reach, broader customer relationships
and a deeper portfolio of solutions. We believe we are best
positioned to leverage these assets, thereby creating a
significant challenger to traditional network vendors."

He continued: "We have tremendous respect for the talented people
at Nortel and for their track record of innovation, and we look
forward to the opportunity to build on our existing presence in
Canada, where we have operated an R&D center of excellence since
2003.  Should the transaction be completed, we will be disciplined
in integrating the acquired assets on an aggressive timeframe. We
will draw from the best in our respective organizations, cultures
and expertise to ensure that we deliver continuity of supply and
innovation for our customers and meet shareholder expectations."

Ciena is expected to make employment offers to at least 2,000
Nortel employees to become part of Ciena's global team of network
specialists.  The proposed acquisition would significantly enhance
Ciena's existing Canadian-based development resources, making
Ottawa the company's largest product and development center.
Ciena currently has development facilities in Alpharetta, Georgia;
Linthicum, Maryland; Ottawa, Ontario; San Jose, California;
Spokane, Washington; and Gurgaon, India. As of July 31, 2009, the
end of its fiscal third quarter, Ciena employed 2,110 employees
globally.

Given the structure of the transaction as an asset carve-out,
Ciena expects to incur integration-related costs of approximately
$180 million.  Based on current expectations of deal timing, Ciena
anticipates that the majority of the integration-related costs
will be incurred in 2010 and expects the transaction to be
significantly accretive to Ciena's results of operations in fiscal
2011.

As a result of Nortel's restructuring process, the transaction is
subject to a competitive bidding process and requires the approval
of the United States Bankruptcy Court for the District of Delaware
and the Ontario Superior Court of Justice.  Ciena expects hearings
before those courts to approve bidding procedures, break-up fee
and expense reimbursement will be held within the next several
weeks, followed by a bid period and a potential auction, with
final sale hearings to be held thereafter.

In the Europe, Middle East and Africa (EMEA) region, Ciena has
entered into an agreement with the Joint Administrators, on behalf
of the Nortel EMEA entities participating in the transaction for
which they have been appointed, and where applicable, the
transaction is subject to statutory information-sharing and
consultation processes with the relevant employee representatives,
as well as approval of the court in Israel.

The transaction is also subject to customary closing conditions,
including receipt of necessary regulatory approvals.

Deutsche Bank Securities Inc. and Foros Securities LLC served as
financial advisors to Ciena on this transaction.

                     About Ciena Corp.

Ciena Corp. (NASDAQ: CIEN) 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. We routinely
post recent news, financial results and other important
announcements and information about Ciena on our website. For more
information, visit www.ciena.com.


NORTEL NETWORKS: Has Interim Resolution With IRS on $3BB Tax Claim
------------------------------------------------------------------
Steven Church at Bloomberg News reports that Nortel Networks Corp.
and the U.S. tax officials resolved a $3 billion bill from the
Internal Revenue Service, according to a court filing by Nortel.
Details of the settlement were not yet disclosed but Nortel said
that in an agenda for a court hearing next week that it had come
to "an interim resolution" that it would detail on Oct. 13.

According to Bloomberg, Nortel also said in a related court filing
the IRS agreed not to try to hold Avaya Inc. responsible for any
of Nortel's unpaid taxes.  Avaya is buying Nortel's telephone-
service unit for $915 million.

As reported by the TCR on Oct. 1, 2009, Bankruptcy Judge Kevin
Gross will convene a hearing on October 13 on the $3 billion tax
claim submitted by the IRS against Nortel.

According to Bloomberg, the tax claim was filed last month, weeks
before Nortel held an auction to sell its telephone-service unit.
The action forced the Toronto-based company, once the largest
maker of telecommunications equipment, to rewrite part of the $915
million sale contract with the winning bidder, Avaya Inc.

In a court filing, Nortel Networks asked the Bankruptcy
Court to disallow a $3,016,650,830 tax claim asserted by the
Internal Revenue Service.

The $3 billion Claim consists of $1,804,637,586 in unsecured
priority claim against Nortel Networks Inc. for income taxes for
the tax years 1998 to 2007; accrued interest on the income taxes
as of the Petition Date in the sum of $1,162,748,632; and an
unsecured non-priority claim for penalties to date for
$49,264,612.  The Claim has been recorded in the Debtors' claim
list as Claim No. 1935.

Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, argues that Claim No. 1935 must be
disallowed in full as the IRS has yet to explain the basis for it.

"IRS overstates the amount of income of [NNI and its subsidiaries]
that could be subject to U.S. federal income tax, and thus
erroneously asserts a claim for income tax due," Ms. Cordo
contends.  She maintains that NNI's financial records show that
there is no "reasonable or realistic basis" for the amount the IRS
seeks.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers. Our next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHEAST NEUROSURGERY LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Northeast Neurosurgery, LLC
        63 Shaker Road, Suite 201
        Albany, NY 12204

Bankruptcy Case No.: 09-13749

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Richard Croak, Esq.
                  314 Great Oaks Blvd
                  Albany, NY 12203
                  Tel: (518) 690-4410
                  Fax: (518) 690-4435
                  Email: richardcroak@richardcroak.com

Estimated Assets: $0 to $50,000

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Deborah Hrustich MD, president of the
Company.


NOVA CHEMICALS: S&P Puts 'B-' Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B-' long-term corporate credit rating, on commodity
chemical producer NOVA Chemicals Corp. on CreditWatch with
positive implications.

"The CreditWatch placement reflects S&P's view that, if
successful, the proposed debt issuance will significantly reduce
the amount of debt the company will need to refinance by the end
first-quarter 2010," said Standard & Poor's credit analyst
Jatinder Mall.

The ratings on NOVA Chemicals reflect what Standard & Poor's views
as the company's highly leveraged capital structure, upcoming
large debt maturity, exposure to volatile commodity chemicals, and
weak styrene business.  These weaknesses are counterbalanced in
S&P's opinion by NOVA Chemicals' cost-competitive
olefins/polyolefins business, which generates good cash flow
through the cycle, and the one-notch increase in the corporate
credit rating on the company based on parental support from
International Petroleum Investment Co. (AA/Stable/A-1+).

NOVA Chemicals produces commodity chemicals and plastics used in
consumer, industrial, and packaging products.  The company has an
annual production capacity of 6,600 million pounds of ethylene and
3,620 million pounds of polyethylene.  It also produces a small
amount of performance styrenics, which includes expandable
polystyrene and styrenic polymer performance products.  Nova
Chemicals' Ineos Nova joint venture produces styrene monomer and
solid polystyrene in North America and Europe.

S&P's ratings on NOVA Chemicals factor in the one-notch upgrade
for IPIC ownership.  The company is the only 100%-owned company in
the IPIC investment portfolio.  The strategic importance of NOVA
Chemicals is evident from IPIC's long-term strategy of developing
investments in the petrochemical industry and potential for
sharing technologies among other chemical companies in its
investment portfolio.  IPIC has demonstrated its support of NOVA
Chemicals by helping it pay April 2009 bonds with a US$150 million
backstop facility, which was converted into equity in July; at
that same time, IPIC also converted an additional US$200 million
credit facility into equity.

Standard & Poor's will likely resolve this CreditWatch once NOVA
Chemicals has successfully refinanced the upcoming debt
maturities.


PARKLANE INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Parklane, Inc.
        7 Broad Avenue, Suite 305-A
        Palisades Park, NJ 07650

Bankruptcy Case No.: 09-36812

Chapter 11 Petition Date: October 7, 2009

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

Debtor's Counsel: John Sywilok, Esq.
                  Godlesky & Sywilok
                  51 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 487-9390
                  Email: sywilokattorney@sywilok.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Chun Sik Pak, president of the Company.


PARMALAT SPA: Bondi to Appeal Dismissal of Suit vs. Grant, Banks
----------------------------------------------------------------
Judge Lewis A. Kaplan of the U.S. District Court for the Southern
District of New York granted defendants Grant Thornton
International, Grant Thornton LLP, and Bank of America
Corporation, et al.'s request for summary judgment and for
dismissal, with prejudice, pursuant to the in pari delicto
defense, of all claims asserted against Grant Thornton and BofA by
Plaintiffs Dr. Enrico Bondi and Parmalat Capital Finance Ltd.

Judge Kaplan related in his 45-page opinion dated September 18,
2009, that there is no dispute that Parmalat Finanziaria, S.p.A.,
Parmalat S.p.A., their affiliates and PCFL officers engaged in a
massive fraud that ended in the collapse of Parmalat.

The allegedly dishonest Parmalat and PCFL officers were doing
corporate business in obtaining financing from BofA and in
providing fraudulent financial statements to auditors and others,
Judge Kaplan noted.  Whether and to what extent they also stole or
embezzled money from their corporations for their own benefit if
therefore of no consequence for purposes of the in pari delicto
defense except to the extent, if any, that there is evidence of
culpable participation by defendants in those thefts, he further
pointed out.

Judge Kaplan held that the Plaintiffs are incorrect in contending
that the Court must look primarily to the intent of the agents
while ignoring or discounting evidence that the agents acted for
the benefit of the company.

Judge Kaplan related that Dr. Bondi and PCFL rely for their
proposition that Parmalat insiders stole from the company on a
report by the Guardia di Finanza that concluded that more than
EUR943 million was "diverted" from Parmalat between 1992 and 2003.
But, Judge Kaplan noted, Guardia officer Pietro Curia testified
that the definition of "diversion" used in the report included
money paid to Parmalat subsidiaries to cover their debt.  Thus,
Judge Kaplan opined, the Guardia Report, even if it were
admissible, would not support the Plaintiffs' contention that
corrupt insiders stole the EUR943 million or used it in some other
way for their personal benefit and against the interests of
Parmalat.

"The report, of course, is hearsay -- an out of court statement
offered to prove the truth of the matters asserted," Judge Kaplan
said.  "It is admissible only if plaintiffs have offered
sufficient evidence to bring it within an exception to the hearsay
rule," he maintained.  Accordingly, Judge Kaplan granted GTI and
BofA's Summary Judgment Motion dismissing the complaints.

A full-text copy of Judge Kaplan's Opinion is available for free
at http://bankrupt.com/misc/Parmalat_Order_BofA_SJ_091809.pdf

Judge Kaplan vacated the September 18 Opinion, and entered a
revised one to correct certain language, including footnotes.  A
full-text copy of the corrected opinion is available for free
at http://bankrupt.com/misc/Parmalat_Order_BofA_SJ_092109.pdf

                     Parmalat's Response

Parmalat, however, believes that Judge Kaplan's decision to grant
the Summary Judgment Motion is erroneous, and intends to appeal
that decision, a company statement revealed.

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Completes $100 Mil. Settlement With BofA
------------------------------------------------------
Parmalat S.p.A. said in a press release dated October 5, 2009,
that its settlement with Bank of America was completed with BofA's
payment of $100 million.

One of the conditions set for the consummation of the Settlement
is the entry of the U.S. District Court for the Southern District
of New York of a "Good Faith Order."  The Settlement provides that
it is conditioned on the entry of a contribution bar order.  The
Releases executed by the parties in connection with the
Settlements become null, void and of no effect if either:

   (i) a bar order is not entered by October 13, 2009; or

  (ii) if BofA provides notice of its rejection of an entered
       contribution bar order that differs materially from the
       parties proposed order, and either party thereafter
       terminates the Agreement.

To effectuate the settlement, on September 16, 2009, at BofA's
behest, District Court Judge Kaplan issued the good faith
determination, bar order and final judgment.

The BofA Defendants are Bank of America Corporation, Bank of
America, N.A., Bank of America National Trust and Savings
Association, Banc of America Securities, LLC, Banc of America
Securities Limited, Bank of America International Limited, and
their various subsidiaries and affiliates.

In the order, the Court finds and determines that the Settlements
made, and the releases being exchanged pursuant to the Settlements
were given and received in good faith.  The BofA Releasees are
discharged from any liability to any other person for contribution
or indemnity that relates to, or is in any way based upon or
arises from or is in any way connected with any Released Claim.

All persons, including the Non-Settling Parties, are permanently
barred, enjoined and restrained from commencing, prosecuting or
asserting any claim for contribution or indemnity against any BofA
Releasee that arises out of a judgment or settlement obtained by
any of the Parmalat Releasors against that person that relates to,
or is in any way based upon or arises from or is in any way
connected with, any Released Claim.

The BofA Releasees are permanently barred from commencing any
claim for contribution or indemnity against any other person whose
liability is not extinguished by the Settlements that arises out
of a judgment or settlement obtained by any of the Parmalat
Releasors against that BofA Releasee that relates to any Released
Claim.

To the extent any person, including any of the Non-Settling
Parties, is entitled to a settlement credit, it will be calculated
using a "capped proportionate share" formula, pursuant to which,
for common damages, the credit given for the settlement will be
the greater of the settlement amount or the proportionate share of
the BofA Releasees' fault as proven at trial.

Judge Kaplan, however, ruled that his Good Faith Order does not
bar or release the claims owned by (i) Food Holdings Limited,
Dairy Holdings Limited, Parmalat Capital Finance Limited, and
their joint official liquidators, G. James Cleaver and Gordon I.
MacRae; Gerald K. Smith, as the Litigation Trustee of the Farmland
Dairies LLC Litigation Trust; (ii) G. Peter Pappas, as the Plan
Administrator of the Plan of Liquidation of Parmalat - USA
Corporation; and (iii) current or former holders of bonds, shares
or securities of Parmalat Finanziaria S.p.A., or its affiliates or
subsidiaries against the BofA Releasees, including all claims they
may own or hold that relate to, or that are in any way based upon
or arise from or are in any way connected with, any services
provided by any BofA Releasee to any Parmalat Releasor prior to
July 28, 2009.

As of July 28, 2009, all litigation between Parmalat and BofA,
acting directly or through their subsidiaries and affiliates, has
been discontinued.

Parmalat, Dr. Enrico Bondi, and the BofA Defendants have agreed,
in two separate stipulations, to dismiss with prejudice all their
claims asserted against each other relating to any matter up to
and including July 28, 2009.  Each party will bear its own fees
and costs.

A full-text copy of the Good Faith Order is available for free
at http://bankrupt.com/misc/Parmalat_Order_BofA_Settlement.pdf

In support of their request for the Bar Order and Judgment, the
BofA Defendants asserted that the Settlement was the product of
extensive arm's length negotiations, including mediation before
former California Superior Court Judge Daniel Weinstein, and that
they resolve all claims between them and Parmalat through the
exchange of reciprocal releases.  Dr. Bondi joined in and
supported the BofA Defendants' request.  A full-text copy of the
Proposed Order is available for free at:

   http://bankrupt.com/misc/Parmalat_ProposedOrder_081909.pdf

In a separate letter addressed to the Court, counsel for both BofA
and Dr. Bondi asked Judge Kaplan to extend the present stay of
proceedings in Dr. Bondi's action against BofA until further Court
order, or, in the alternative, until October 13, 2009, in
furtherance of and to assist in the consummation of the parties'
Settlement.  Judge Kaplan, however, did not grant the extension
request.  The stay expired on September 16, 2009.

           Court Questions Indemnification Provision

Prior to entry of the September 16 Order, Judge Kaplan objected to
the Proposed Order filed by the BofA Defendants complaining that
the Proposed Bar Order would bar claims for contribution and
indemnification with respect to the released claim.  He pointed
out that Sections 15 to 108 of the New York General Obligations
Law does not authorize orders barring claims for indemnification,
as distinguished from contribution, citing Gibbs-Alfano v. Burton,
281 F.3d 12, 20 (2d Cir. 2002), among others.

Accordingly, Judge Kaplan invited the BofA Defendants and other
interested party to brief the question whether the Court may and
should include a bar on indemnification claims in any bar order
that may be entered.

In response, the BofA Defendants submitted a supplemental
memorandum of law in further support of their request, and to
address Judge Kaplan's question.

The Proposed Order did not specify a governing law because in
BofA's view, whether regarded as governed by Italian law, federal
common law, or New York law, the Proposed Order can and should
include an indemnification bar because that provision is
consistent with the prior Deloitte Bar Order entered in the MDL
proceeding, and with prior rulings of the Second Circuit and of
New York federal and state courts, the BofA Defendants explained.
The Italian law governs the Deloitte Bar Order entered by Judge
Cote in connection with the Parmalat-Deloitte Settlement.

The BofA Defendants said they would not apply the indemnification
bar in the Proposed Order to void its obligations to current and
former Bank employees with valid indemnification claims relating
to the Parmalat matter.  They added that the language also would
not bar independent claims that do not arise from the non-settling
defendant's liability to the plaintiff, but it would bar
indemnification claims of third parties, whose rights would be
protected by the proposed capped proportionate judgment credit
provision of the Proposed Order.

             BofA Seeks Revision of Good Faith Order

Due to an inadvertent error, the private placement parties that
have filed lawsuits against BofA were not included in the list of
parties whose claims were not barred or released by the bar order.
Accordingly, BofA and the Private Placement Parties reached
agreement on the language to be used in a revised bar order, but
unfortunately was not filed with the Court immediately.

The agreed revisions to the Good Faith Order include the addition
of names in the Private Placement Parties.  In addition, the
handwritten changes by the Court on the Good Faith Order have been
incorporated in the typewritten text.

A redlined copy of the Good Faith Order containing the revisions
can be obtained for free at:

   http://bankrupt.com/misc/Parmalat_Order_Redlined_091809.pdf

BofA assures the Court that the revision is a ministerial change,
as it simply adds names of additional parties to that portion of
the bar order listing third parties, whose claims are not affected
by the bar order.

The Court granted BofA's request to revise the Good Faith Order,
and ruled that the Order is modified accordingly.

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT SPA: Irish High Court OKs deal With Eurofood IFSC
----------------------------------------------------------
Parmalat S.p.A. said in a company statement that the High
Court of Ireland has, on September 3, 2009, approved its
settlement with Eurofood IFSC Limited resolving all reciprocal
claims.

Under the agreement, in return for the issuance of 9,000,000
shares of Parmalat stock, Eurofood will waive and release all
claims that it has asserted against Parmalat, withdraw its
demands, and assign to Parmalat S.p.A. all rights and claims it
has against Parmalat de Venezuela and Indulac, including the claim
arising from a loan of $80 million plus interest.

Eurofood is a subsidiary of Parmalat S.p.A. that provides
financing facilities for companies in the Parmalat group.
Eurofood is incorporated and registered in Ireland.

To recall, the European Court of Justice gave the Irish High Court
jurisdiction over the liquidation proceedings of Eurofood in a
ruling on May 2, 2006.

Bank of America previously asked the Irish High Court in 2004 for
the winding up of Eurofood, and sought the appointment of a
provisional liquidator.  BofA alleged that Eurofood was insolvent,
and that Eurofood owed BofA in excess of $3.5 million.

                     About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The Company's U.S. operations filed for Chapter 11 protection on
February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARLUX FRAGRANCES: Reports 8% Increase in Q2 Net Sales
------------------------------------------------------
Parlux Fragrances, Inc., said unaudited net sales for the quarter
ended September 30, 2009, were estimated to be $56.5 million, an
8% increase over $52.4 million reported for same period of the
prior year, while net sales results for the six months ended
September 30, 2009, were estimated at $80.1 million, compared to
$75.7 million for the comparable prior year period, an increase of
approximately 6% over the prior year.  During the current quarter,
the Company launched products under three new licenses, which
included Queen, by Queen Latifah, Natori, and, most recently, Ecko
by Marc Ecko.  In addition, new fragrances were launched under
existing licenses with Paris Hilton (Siren) and Jessica Simpson
(Fancy Love).

Mr. Neil J. Katz, Chairman and CEO, noted, "We are very pleased
that our new product launches have been so positively embraced by
both our retail partners and the consumer. The results for the
first six months are indicative of our efforts to introduce our
new brands while continuing to control our expenses. Our domestic
department store business continued to grow during a time when
retailers were drastically reducing inventory levels and consumer
traffic had significantly declined. We are continuing to work
towards securing permanent financing, and believe these results
should assist us in that effort."

Mr. Katz continued, "We remain cautiously optimistic that, with
our new product launches, we will continue to see positive results
during the upcoming holiday season."

The Company anticipates reporting its earnings for the three and
six months ended September 30, 2009, during the week of November
2, 2009.

                  Annual Meeting of Stockholders

The Company will hold its Annual Meeting of Stockholders on
Tuesday, October 13, 2009, at 11:00 a.m., at The Westin Diplomat
Resort & Spa, 3555 S. Ocean Drive, Room 303, Hollywood, Florida
33009.  In addition, the Company will host a conference call
during its 2009 Annual Meeting.  This will allow its shareholders,
who cannot be present at this year's Meeting, to listen in.
Shareholders listening by telephone or Internet will not be deemed
to be in attendance, will not be permitted to vote, and will not
be part of the quorum at the Meeting.  Shareholders must be
present, in person or by proxy, to be considered part of the
quorum at the Meeting and to vote at the Meeting.  To participate,
please call Toll Free: 888-595-5338 or International: 201-526-
1830.  A digital replay of the conference call will be available
from Tuesday, October 13, 2009 after 3:00 p.m., until midnight
October 20, 2009.  To access the rebroadcast, Toll Free: 1-888-
632-8973 or via International: 201-499-0429. Replay Code:
30765206.  The Company is now offering its shareholders access to
its conference calls via audio webcast link directly on its Web
site http://www.parlux.com/and click on the red link, "Parlux
Webcast Site".

                     Regions Bank Forbearance

As reported by the Troubled Company Reporter, Parlux Fragrances
and its subsidiary, Parlux Ltd., as borrowers, on August 31, 2009,
entered into a Forbearance Agreement regarding its Loan and
Security Agreement, dated as of July 22, 2008, with Regions Bank,
as lender.  The current outstanding principal balance under the
Credit Agreement is $6,680,612.  Pursuant to the Forbearance
Agreement, Regions Bank has agreed to forbear from the exercise of
certain rights and remedies that it has under the Credit Agreement
and supporting documents until the earlier of (1) an additional
event of default under the Credit Agreement, (2) an event of
default under the Forbearance Agreement, or (3) October 28, 2009.

The Company is currently negotiating replacement financing with
several potential sources and expects to have a new financing
arrangement in place in the near future.  No assurance can be
given that the Company will be able to enter into a new financing
arrangement.

                      About Parlux Fragrances

Based in Fort Lauderdale, Florida, Parlux Fragrances, Inc.
(Nasdaq:PARL) is a manufacturer and international distributor of
prestige products. It holds licenses for Paris Hilton, Jessica
Simpson, GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc
Ecko, Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.


PARRISH STROUD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Parrish D. Stroud
               Angie J. Stroud
               738 E. NC 24
               Kenansville, NC 28349

Bankruptcy Case No.: 09-08659

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: Michael P. Peavey, Esq.
                  PO Box 1115
                  Wilson, NC 27894-1115
                  Tel: (252) 291-8020
                  Fax: (252) 291-8309
                  Email: mpeavey@peaveylaw.com

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

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

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.


PEANUT CORP: Ron Simon to File 55 Claims for Compensation
---------------------------------------------------------
The Associated Press reports that Ron Simon, the lawyer
representing people sickened by the salmonella outbreak linked to
Peanut Corp. of America, will file 55 claims for compensation.
According to The AP, Mr. Simon said that he will file his clients'
claims by next week.  Many more claims could be filed by the
October 31 deadline, The AP states, citing Mr. Simon.

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

As reported in the Troubled Company Reporter on March 31, 2009,
Federal Insurance Co. provides Peanut Corp. of America with
$1 million of insurance coverage and initiated the interpleader
action in the Bankruptcy Court to help figure out how to divide
the insurance proceeds as claims exceed the amount of coverage.


PENN TREATY: May Need $1.3 Bil. for Reserves for Claims
-------------------------------------------------------
Penn Treaty Network American Insurance Co. may need $1.3 billion
to have "appropriate reserves" for claims, the company's state
regulator said in its petition for liquidation of PTNA.

An "evaluation has shown that PTNA is far more insolvent than
originally believed," Pennsylvania Insurance Commissioner
Joel Ario's office said in the document.

Penn Treaty American Corp., the parent of the insurer, included
the petitions for liquidation of PTNA and unit American Network
Insurance Company in a regulatory filing October 7.

A copy of the petition for liquidation for PTNA is available at:

             http://researcharchives.com/t/s?4686

A copy of the petition for liquidation for ANIC is available at:

             http://researcharchives.com/t/s?4687

As reported by the TCR on Oct. 5, 2009, the Pennsylvania Insurance
Department on October 2 filed petitions that seek orders of
liquidation for PTNA and ANIC.  The petitions are subject to the
approval of Commonwealth Court.

"We have been on-site analyzing the organizations' assets,
liabilities, reserves and surpluses since we began our
rehabilitation action in January," Insurance Commissioner Joel
Ario said.  "Our comprehensive, independent evaluation has
determined that the companies do not have the ability to pay
future claims without significant rate increases that would have
to be requested and approved in all 50 states. In the current
circumstances, those rate increases simply would not be fair to
policyholders.

"We have instead petitioned for an orderly liquidation of all
company assets in which policyholders' claim payments are our
number one priority.  Additionally, active long-term care policies
will not be canceled, except by the policyholder, so they will be
transitioned to the states' guaranty funds once an order takes
effect.  Guaranty funds have the right to assess other insurance
companies to cover policyholder claims up to coverage limits that
vary by state."

Penn Treaty Network America, headquartered in Allentown, and its
subsidiary, American Network, provide long-term care insurance to
more than 120,000 policyholders. Together, the companies offered
long-term care insurance in all 50 states and the District of
Columbia.


PENSKE AUTOMOTIVE: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B+'
corporate credit and 'B-' issue ratings on Penske Automotive Group
Inc. and removed the ratings from CreditWatch, where they had been
placed on June 5, 2009, with negative implications.  The outlook
is negative.

The rating action follows Penske's recent announcement that it has
terminated its discussions with General Motors Co.  to acquire the
Saturn brand.  S&P placed the ratings on CreditWatch with negative
implications when Penske announced its plans to acquire the Saturn
brand.  Penske is the second-largest of several large
consolidators in the highly competitive U.S. auto retailing
industry.  The retailer had lease-adjusted debt of $2.7 billion as
of June 30, 2009.

"Termination of the transaction eliminates the risks that Penske
would have faced if it had completed its original announced
intention to acquire the Saturn unit," said Standard & Poor's
credit analyst Nancy Messer.  "One of these risks was that Penske
might have taken on additional debt and reduced liquidity to
effect the transaction.  S&P believes the transaction would also
have involved significant execution risk if Penske had assumed
responsibility for future vehicle product selection and
manufacturing strategy," she continued.

The ratings on Penske reflect the aggressive financial risk
profile and a fair business risk profile.  Continuing economic
weakness in the U.S. has caused a decline in North American sales
of light vehicles and, to some extent, has caused consumers to
defer discretionary spending on auto maintenance.  S&P expects
U.S. sales of new light vehicles to drop about 22% in 2009 from
2008 levels, to 10.3 million units, including the effect of the
"Cash for Clunkers" program.  S&P estimate new-vehicle sales will
improve to 10.9 million units in 2010, but this would still be
well below the weak levels of 2008.  S&P view the financial effect
of the General Motors Corp. and Chrysler LLC bankruptcies on
Penske as relatively benign because of the speed with which the
two automakers exited bankruptcy.  Penske had franchise rights
terminated at one GM dealership as a result of this process.

Penske's credit measures are weak for the rating.  Lower EBITDA,
resulting from the weak economy, combined with stable debt have
led to aggressive leverage.   S&P assumes the company will report
free cash flow in the year ahead because capital investments
should be lower than in the recent past, when the company was
building several auto malls.  Still, in S&P's view, leverage will
remain high in the year ahead because cash flow generation--
although positive after capital investment--will be insufficient
to meaningfully reduce permanent debt.  Recovery in EBITDA is
important for a reduction in leverage.  S&P also expect Penske to
achieve and maintain lease-adjusted total debt to EBITDA of no
more than 6x for the rating and to generate free cash after
capital spending.

Penske's total revenue for the second quarter of 2009 fell 24%
year over year, excluding the favorable effect of foreign
exchange, as new- and used-vehicle sales (including fleet and
wholesale sales) declined.  Gross profit declined 21% in the
second quarter because the company experienced weakness in all its
business segments, but gross margin increased by 210 basis points,
to 17%, as a result of the higher proportion of P&S revenue in
overall sales and improvement in used-vehicle margins.

S&P believes Penske's liquidity is adequate for the near term.
The company derives some financial flexibility from its many
dealerships, which could be sold with lender approval, although
market transactions have been limited in the ongoing economic
weakness.

The negative outlook reflects Penske's aggressive leverage and
S&P's view that the company may not be able to meaningfully reduce
lease-adjusted leverage from the 8.1x indicated as of June 30,
2009.  The primary reason in S&P's view would be because of the
ongoing economic weakness constraining EBITDA and cash generation.

S&P could lower the rating if S&P believed the company's reported
EBITDA would fall short of S&P's 2009 estimate of $200 million by
10% or more and if debt remains at current levels, so that lease-
adjusted leverage remains at 8x or higher.  This could occur with
a continuing weak U.S. economy and the company's inability to
reduce its cost base to fit the reduced revenue.

Alternatively, S&P could revise the outlook to stable if Penske
can offset difficult auto sales through its revenue diversity and
focus on operating efficiencies combined with generating positive
free cash and material debt reduction.  Specifically, this would
mean the company would have to generate EBITDA over any four
consecutive quarters of about $260 million, which could be
sufficient to lower leverage to about 6.5x.  Also, S&P could
revise the outlook to stable if Penske were to access the capital
markets, perhaps including issuing common equity and using the
proceeds to permanently reduce debt such that S&P believed lease-
adjusted leverage could reach 6x in the next two years.


PETROQUEST ENERGY: Moody's Retains 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service commented that PetroQuest Energy, Inc.'s
recent announcement regarding its borrowing base re-determination
will not impact its ratings or stable rating outlook at this time
(B3 Corporate Family Rating, B3 Probability of Default Rating,
Caa1 senior unsecured note rating, and SGL-3 rating).

The last rating action on PetroQuest was on December 5, 2007, when
Moody's upgraded the company's ratings.

PetroQuest Energy, Inc., is headquartered in Lafayette, Louisiana.


PETRORIG: Sells Two Rigs for $950 Mil. to Diamond Offshore
----------------------------------------------------------
Subsidiaries of Norway-based PetroMena ASA have sold two of their
three ultra-deepwater semi-submersible harsh environment drilling
rigs through the Chapter 11 process, even though the companies
have few if any connections to the U.S., Bill Rochelle at
Bloomberg reported.

The PetroMena subsidiaries obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to auction
of their oil rigs.  According to Bill Rochelle, two vessels were
purchased for $950 million by affiliates of Diamond Offshore
Drilling Inc.

After paying Jurong Shipyard Pte Ltd., the shipyard in Singapore
where the rigs were being built, the sales generated a total of
some $440 million for the PetroMena subsidiaries in bankruptcy.
One rig remains to be sold.

PetroRig I Pte Ltd, PetroRig II Pte Ltd, and PetroRig III Pte Ltd.
entered into agreements to construct three drilling rigs with
Singapore's Sembcorp Marine.  The rigs were scheduled for delivery
from Sembcorp's Jurong Shipyard in April 2009, September 2009, and
January 2010.  PetroMENA, the parent company, struggled to put
together financing to complete construction of the rigs and was
unable to make final installments on the construction contracts
The PetroMena units filed for bankruptcy when Jurong was on the
brink of foreclosing one of the drilling rigs.

The three rigs were being built for a total cost of almost
$1.5 billion.  Almost $750 million remained unpaid on the
construction contracts.

About PetroMena ASA

PetroMENA ASA -- http://www.petromena.no/-- is a Norway-based
company engaged in the ownership and operation of drilling rigs
and vessels, as well as in the construction of off-shore drilling
platforms and facilities for the oil industry.  The Company is
operational through its three wholly owned Singapore-based
subsidiaries: PetroRig I Pte Ltd, PetroRig II Pte Ltd and PetroRig
III Pte Ltd.  The Company's rigs are designed for drilling in
ultra deep waters, in such areas as the Mexican Gulf, Brazil, West
and South Africa, among others.  Additionally, the Company's
subsidiaries are engaged in the construction of semi submersible
drilling rigs at the Jurong shipyard in Singapore.  As of
December 31, 2008, the Company held management and operational
agreements with Larsen Oil & Gas Ltd and Larsen Oil Gas AS. The
Company's majority shareholder is Petrolia Drilling ASA, with
51.47% of its interests.

Headquartered in Singapore, PetroRig I Pte Ltd, PetroRig II Pte
Ltd, and PetroRig III Pte Ltd are rig-owning Singapore
subsidiaries of Norwegian oilfield driller PetroMENA ASA.
PetroRig I Pte. Ltd. and its affiliates filed for Chapter 11 on
May 17, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13083).  Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP represents
the Debtors in their restructuring efforts.  The Debtors listed
between $100 million and $500 million each in assets and debts.


PILGRIM'S PRIDE: Argo Partners, et al., Buy $1.59MM in Claims
-------------------------------------------------------------
Thirty-three trade creditors, from September 22 to October 1,
2009, transferred claims totaling $1,597,633 to:

Transferee                                        Amount
----------                                        ------
Argo Partners                                    $78,529
ASM Capital III, L.P.                           $308,850
Blue Heron Micro Opportunities, Fund, LLP         $5,488
Creditor Liquidity, L.P.                          $1,466
Debt Acquisition Company of America V, LLC          $690
Fair Harbor Capital LLC                          $17,642
Hain Capital Holdings, Ltd.                     $140,839
Jefferies Leveraged Credit Products, LLC        $116,737
Liquidity Solutions Inc.                         $29,120
Marblegate Special Opportunity Master Fund, LP  $818,856
U.S. Debt Recovery                                $7,031
U.S. Debt Recovery III, LLC                      $72,385

A list of the names of the transferors is available for free at

http://bankrupt.com/misc/PPC_ClaimsTransfrslst_Sep22_Oct01.pdf

                     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: To Open 150 New Jobs in Suwannee County
--------------------------------------------------------
Pilgrim's Pride Corporation, which is expected to emerge from
bankruptcy by year-end, has said that its Suwannee County poultry
plant will resume full operation in the coming weeks, Jeff Waters
of the Suwannee Democrat reported September 29.

Pilgrim's Pride director for corporate communications, Ray
Atkinson said that about 150 new jobs will be added to boost
second shift operations at the plant which will soon be back
around the end of November.

To recall, Pilgrim's Pride had laid off some 500 positions after
the company filed for bankruptcy in December.

As part of its Plan of Reorganization, Pilgrim's Pride has agreed
to a merger with Brazilian beef producer JBS and allowing JBS to
purchase 64% of its stock.

                     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)


PLAINFIELD APARTMENTS: Hearing on PMUA Claim Moved to Oct. 6
------------------------------------------------------------
Mark Spivey at MyCentralJersey.com reports that U.S. Bankruptcy
Judge Morris Stern has postponed a hearing regarding a total of
$449,581 Plainfield Apartments LLC allegedly owed to the
Plainfield Municipal Utilities Authority, or PMUA, to
October 26, as the authority's council, Ted Del Guercio III at
attorney McManimon & Scotland, was struck by an illness.  Judge
Stern bestowed in August 2009 priority status on the debts owed to
PMUA.  Plainfield Apartments owes PMUA some $357,819 and has a
balance due of another $91,762, MyCentralJersey.com relates,
citing a letter sent to Judge Stern by Mr. Del Guercio.  According
to the report, Mr. Del Guercio said in the letter that much of the
debt, which the authority states in court documents accumulated
due to unpaid sewer and solid-waste services, has been
"outstanding for well over a year".

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company listed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).


PLIANT CORP: Judge Approves Apollo-Backed Chapter 11 Plan
---------------------------------------------------------
According to Law360, the bankruptcy judge overseeing the
Chapter 11 case of plastics company Pliant Corp. has signed off on
a reorganization plan offered by the debtor and creditor Apollo
Management VI LP that gives more recovery to first-lien lenders
than previously expected.

The Court held a hearing Oct. 6, 2009, at 2:00 p.m. (Prevailing
Eastern Time), to consider confirmation of the joint plan of
reorganization for the Debtors.

On the Plan Effective Date, Reorganized Pliant and Berry Plastics
Corporation -- which is 79%-owned by Apollo Investment Fund VI,
L.P. and Apollo Investment Fund V, L.P. collectively -- will enter
into an Intercompany Services Agreement.  Berry will contribute
assets related to its Stretch Films business to the applicable
Reorganized Debtors in exchange for (a) the issuance to Berry or
its designated subsidiary of 20% of Reorganized Pliant Common
Stock and (b) subject to the satisfaction of certain performance-
based thresholds, the obligation to issue to Berry or its
designated subsidiary additional shares of New Common Stock
representing 5% of the New Common Stock on a fully-diluted basis.

The Stretch Films business produces both hand and machine-wrap
stretch films, which are used by end users to wrap products and
packages for storage and shipping.  The stretch films products are
sold to distributors and retail and industrial end users under the
MaxTech(R) and PalleTech(R) brands.

Under the Plan, holders of first lien notes will recover 89% of
their claims, while unsecured creditors will recover 17.5 cents on
the dollar.

A full-text copy of the Joint Plan proposed by Apollo is available
at no charge at http://ResearchArchives.com/t/s?43b9

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?43b8

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PRESSTEK INC: Lender Group Forbears Until November 30
-----------------------------------------------------
Presstek, Inc. and certain of its affiliated U.S. companies,
including Lasertel, Inc., Precision Lithograining Corp., Precision
Acquisition Corp., SDK Realty Corp., ABD International, Inc.,
Presstek Capital Corp., Presstek Overseas Corp., ABD Canada
Holdings , Inc. and Presstek New York, Inc. on October 1, 2009,
entered into a Forbearance and Amendment Agreement with its bank
lending group consisting of RBS Citizens, National Association, as
Administrative Agent and Lender, Keybank National Association and
TD Bank, N.A.  The Amendment amends an Amended and Restated Credit
Agreement, dated as of November 5, 2004, as amended, among the
Company and the Lenders.

The terms and conditions of the Amendment are:

    1. The expiration date of the Credit Agreement has been
       extended from November 4, 2009, to December 15, 2009.  The
       Forbearance Termination Date will be November 30, 2009, if
       the Company elects not to pay a fee of $20,000 to the
       Lenders to extend the Forbearance Termination Date from
       November 30, 2009, to December 15, 2009.

   2. Through the Forbearance Termination Date, the Administrative
      Agent and the Lenders agree to forbear from exercising their
      rights and remedies under the Credit Agreement, including
      commencing legal action to enforce the Company's
      obligations, until the earlier of:

       (a) the occurrence or continuance of any Event of Default
           other than the Events of Default occurring in the
           Company's second fiscal quarter of 2009 as a result of
           a violation of certain covenants and Events of Default
           that may arise as a result of the violation of certain
           covenants during the Company's third fiscal quarter of
           2009;

       (b) the failure of any Obligor to comply with any term or
           condition set forth in the Amendment;

       (c) the occurrence after the Forbearance Effective Date of
           any event or circumstance that has, or could be
           reasonably expected to have, a Material Adverse Effect;

       (d) any Obligor or any Affiliate of any Obligor shall
           commence any litigation or other proceeding against the
           Administrative Agent or any Lender or any Affiliate of
           the Administrative Agent or any Lender in connection
           with any of the transactions contemplated by any of the
           Loan Documents, including the Amendment;

       (e) the failure of actual cash flow, as projected in the
           projections to be delivered by the Company pursuant to
           the Amendment for any month, commencing with the month
           ended September 30, 2009, to be at least 80% of the
           amount of cash flow projected for such month by such
           projections; and

       (f) the Forbearance Termination Date.

   3. On and after the Forbearance Termination Date, the
      Administrative Agent in its sole and absolute discretion (or
      as directed by the Requisite Lenders in their sole and
      absolute discretion) may proceed to enforce any or all of
      its and the Lenders' rights under or in respect of the Loan
      Documents and applicable law.

   4. The aggregate Revolving Loan Commitment of the Lenders has
      been reduced to $27,000,000 from $45,000,000.

   5. From the Forbearance Effective Date through the Forbearance
      Termination Date, the interest rate applicable to all Loans
      shall be the Prime Rate plus 4% per annum; on and after the
      Forbearance Termination Date the definition of "Default
      Rate" under the Credit Agreement shall mean the Prime Rate
      plus 6% per annum.  From the Forbearance Effective Date
      through the Forbearance Termination Date, the Company shall
      not have the right to elect to pay interest on any Loan
      based on the LIBOR rate.

   6. Borrower shall pay to Administrative Agent, for the pro rata
      accounts of the Lenders in accordance with the aggregate
      amount of Obligations owed to each of them, a forbearance
      fee in the amount of $250,000.  Although the entire $250,000
      Forbearance Fee is deemed to have been earned and
      irrevocably due as of the Forbearance Effective Date,
      $125,000 of the Forbearance Fee shall be due and payable on
      the Forbearance Effective Date and $125,000 of the
      Forbearance Fee shall be due and payable on the earlier of
      the consummation of a refinancing and repayment of the
      Obligations and the Forbearance Termination Date.

   7. The Company is required to provide certain consolidated and
      consolidating financial information to the Administrative
      Agent, as well as rolling thirteen (13) week cash flow
      statements, cash flow reports and financial projections.

   8. The Company shall hire a consultant or employee to review
      all documents and information to be delivered to the
      Administrative Agent and to provide advice to management on
      the structure of the business until the Forbearance
      Termination Date.

   9. The dollar limitations under the Credit Agreement for
      certain types or ordinary course transactions, without
      obtaining the consent of the Administrative Agent or
      Requisite Lenders, have been reduced for the following types
      of transactions: loans and advances; incurrence of
      indebtedness; employee loans and affiliate transactions;
      permitted liens; and the sale of assets or subsidiary stock.

  10. Certain definitions under the Credit Agreement have been
      added to reflect definitions contained in the Amendment.

Presstek, Inc., 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.

The Company had $118,224,000 in assets against debts of
$55,046,000 as of July 4, 2009.


PROMETRIC INC: Moody's Gives Positive Outlook, Affirms 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service changed Prometric Inc.'s ratings outlook
to positive from stable.  Concurrently, Moody's affirmed the
company's B2 corporate family rating and the Ba3 rating on its
senior secured credit facilities.  The outlook revision reflects
Prometric's positive organic sales/earnings growth trends and debt
reduction that has resulted in improvements in credit metrics
since its acquisition by Educational Testing Service in 2007.  The
outlook revision is also supported by Moody's expectation for
improved cash flow generation following the completion of a one-
time excess working capital payment made earlier in 2009.
Although Prometric's credit metrics are strong for the B2 rating
category, Moody's remains concerned over the limited cushion under
one of the financial covenants governing its credit facilities,
which restrains the ratings.  Absent an exogenous event, Moody's
could upgrade the ratings to the extent the company is able to
improve the cushion under the financial covenant through debt
reduction and organic earnings growth.

These ratings were affirmed:

* Corporate family rating at B2;

* Probability-of-default rating at B2;

* $25 million senior secured revolving credit facility due 2012 at
  Ba3.  Point estimate revised (LGD2, 24%) from (LGD2, 26%);

* $159 million first lien senior secured term loan due 2013 at
  Ba3.  Point estimate revised (LGD2, 24%) from (LGD2, 26%).

The last rating action was on July 27, 2007, when Moody's assigned
Ba3 ratings to Prometric's then proposed senior secured
facilities.  Concurrently, Moody's assigned B2 corporate family
and probability-of-default ratings.  The ratings outlook was
stable.

Headquartered in Baltimore, Maryland, Prometric Inc. is a leading
provider of technology-based assessment solutions including test
development and delivery for government entities, professional
organizations, academic institutions, corporations and information
technology clients.


PTC ALLIANCE: Gets Nod to Use $5-Mil. DIP Loan from Black Diamond
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
PTC Alliance Corp. and its debtor-affiliates to access, on an
interim basis, $5 million in postpetition financing under a
superpriority debtor-in-possession credit agreement with Black
Diamond Commercial Finance LLC, as lender and administrative
agent.

The DIP lender has agreed to provide $15 million in financing on
the final basis.

A hearing is set for Oct. 27, 2009, at 9:00 a.m., to consider
final approval of the Debtors' request.  Objections, if any, are
due Oct. 20, 2009.

According to the Troubled Company Reporter on Oct. 7, 2009, Black
Diamond provided $70 million to the Debtors, secured by a lien on
substantially all of the Debtors' assets n July 25, 2006.  As of
their bankruptcy filing, the Debtors owe about $41 million to
Black Diamond.

The Debtors said 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.

                        About PTC Alliance

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 Messana Rosner as Del. Special Counsel
------------------------------------------------------------------
PTC Alliance Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Messana Rosner & Stern LLP as their Delaware special
counsel.

The firm has agreed to:

   a) advise the Debtors as local Delaware counsel and assisting
      DLA Piper LLP (US), which the Debtors seek to retain as
      their primary special debtor-in-possession finance counsel,
      in connection with the Debtors' debtor-in-possession
      financing;

   b) prepare, present and respond to, on behalf of the Debtors,
      as debtors in possession, necessary applications, motions,
      objections, orders, reports, filings and other legal papers
      in connection with the Debtors' debtor-in-possession
      financing and cash collateral arrangements during the
      pendency of these chapter 11 cases;

   c) consulting with the Debtors' management and other advisors
      in connection with the Debtors' efforts to obtain debtor-in-
      possession financing and cash collateral arrangements;

   d) attend meetings and negotiating with representative of the
      Debtors' prepetition lenders and other third parties and
      participating in negotiations with respect to the above
      matters; and

   e) perform any other necessary legal services normally
      associated with the above matters, as the Debtors' Delaware
      Special DIP Counsel during the pendency of these chapter 11
      cases.

The firm's professionals and their standard hourly rates:

      Frederick B. Rosner, Esq.    attorney    $450
      Kenneth L. Dorsney, Esq.     attorney    $350
      Elizabeth M. O'Byrne         paralegal   $195

The Debtors assure the Court that the firm is a "disinterested
person" as defined in 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).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


PTC ALLIANCE: Wins Approval of 'First Day' Motions
--------------------------------------------------
PTC Alliance and its U.S. subsidiaries received court authority to
continue business operations without interruption during their
Chapter 11 proceedings.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court in
Wilmington, Del. granted the company interim authority to access
up to $2.5 million in debtor-in-possession financing.  The company
will use the financing, along with cash from operations, to fund
operating expenses as it pursues a sale under Section 363 of the
U.S. Bankruptcy Code.  PTC Alliance will seek final authority to
access up to $15 million in debtor-in-possession financing at a
court hearing on October 27.

Additionally, Judge Sontchi granted the company authority to
continue paying employee salaries and benefits and to maintain its
cash management system.

"Approval of the 'first day' motions ensures PTC Alliance can
continue normal business operations and serve our customers while
we pursue the sale of substantially all of the company's assets,"
said Peter Whiting, the company's Chairman and Chief Executive
Officer.  "Products will continue to be shipped, suppliers will be
paid on time and our employees will continue to receive salary and
benefits."

As previously announced, PTC Alliance has entered into an asset
purchase agreement with funds managed by Black Diamond Capital
Management LLC, the pre-petition term lenders, to act as a
"stalking horse" bidder for the sale of substantially all of the
company's assets.  Judge Sontchi will consider approval of the
sale procedures, including the deadline to submit bids and a date
to hold an auction, at the October 27 hearing.

PTC Alliance and its U.S. subsidiaries filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code on Oct. 1,
2009 in the U.S. Bankruptcy Court, District of Delaware. The cases
are jointly administered at Case No. 09-13395.

                        About PTC Alliance

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).  The Debtors
selected Reed Smith LLP as their counsel.  The Debtors listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million.


QUIKSILVER INC: Moody's Downgrades Rating on Senior Note to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service lowered Quiksilver Inc.'s senior
unsecured note rating to Caa2 from Caa1.  The company's B3
Corporate Family and Probability of Default ratings were affirmed.
Moody's also upgraded Quiksilver's Speculative Grade Liquidity
Rating to SGL-3 from SGL-4.  The rating outlook is negative.

The one-notch downgrade of Quiksilver's senior unsecured note
rating to Caa2 reflects the granting of liens over a substantial
portion of the company's European assets to secure its new
European credit facilities.  Quiksilver recently closed on
EUR318 million of new secured credit facilities in Europe, which
replaced a substantially similar amount of unsecured credit
facilities.  As a result, recovery prospects are now weaker for
the senior unsecured noteholders in a default scenario.

Quiksilver's B3 Corporate Family Rating reflects the company's
high financial leverage, thin levels of interest coverage, and
weak trends in sales and operating margins.  Positive rating
consideration is given to the company's global diversification and
ownership of a portfolio of well known apparel and footwear brands
and its adequate liquidity profile.

The negative rating outlook reflects concerns that debt/EBITDA --
already high at almost 6.0 times -- could increase further if the
company's operations do not stabilize.

The upgrade of Quiksilver's Speculative Grade Liquidity Rating to
SGL-3 from SGL-4 reflects the execution of the aforementioned
EUR318 million in new credit facilities.  Closing of these new
facilities, coupled with Quiksilver's previously closed
$153 million five-year secured term loan and a new US$200 million
three-year asset-based revolving credit facility, has
significantly extended the company's debt maturity profile and
providing higher levels of committed longer term availability.

This rating was downgraded:

* $400 million senior unsecured notes due April 2015 to Caa2 (LGD
  5, 80%) from Caa1 (LGD 4, 66%)

These ratings were affirmed:

* Corporate Family Rating at B3
* Probability of Default Rating at B3

This rating was upgraded:

* Speculative Grade Liquidity rating to SGL-3 from SGL-4

Moody's last press release on Quiksilver Inc. was on August 5,
2009, when Moody's commented that the company's B3 Corporate
Family Rating was not immediately impacted by its announced
refinancing plans actions.

Quiksilver, Inc., is a designer and distributor of branded
apparel, footwear, accessories, and related products under brands
including Quiksilver, Roxy, and DC.  The company generates annual
revenue of about $2.0 billion.


RAFAEL ALMONTE RAMIREZ: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Rafael Almonte Ramirez
           dba Ra Fragance & Perfums
           dba Monalisa
           dba Fragance Desing
        1040 Avenida Jesus T Pineiro
        San Juan, PR 00921

Bankruptcy Case No.: 09-08581

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co
                  Centro Internacional De Mercadeo
                  Rd 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  Email: wlugo@lugomender.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
$2,491,377, and total debts of $3,158,938.

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

            http://bankrupt.com/misc/prb09-08581.pdf

The petition was signed by Mr. Ramirez.


RANCHO PACIFIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rancho Pacific Telecommunications, Inc.
        26160 Jackson Avenue
        Murrieta, CA 92563

Bankruptcy Case No.: 09-33785

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Stuart J. Wald, Esq.
                  36154 Coffee Tree Pl
                  Murrieta, CA 92562
                  Tel: (310) 429-3354
                  Email: stuart.wald@gmail.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/cacb09-33785.pdf

The petition was signed by Edward Ellis, president of the Company.


RAPTOR PHARMACEUTICAL: To Issue Up to $30,000,000 in Securities
---------------------------------------------------------------
Raptor Pharmaceutical Corp., from time to time, may offer, issue
and sell up to $30,000,000 of any combination of the securities,
either individually or in units.  Raptor may offer common stock or
preferred stock upon conversion of debt securities, common stock
upon conversion of preferred stock, or common stock, preferred
stock or debt securities upon the exercise of warrants.

Raptor Pharmaceutical filed a shelf registration statement on Form
S-3 under the Securities Act of 1933.

Raptor's common stock is traded on the NASDAQ Capital Market under
the symbol "RPTPD."  On October 6, 2009, the sale price of its
common stock on the NASDAQ Capital Market was $3.25.

As reported by the Troubled Company Reporter, Raptor
Pharmaceuticals and TorreyPines Therapeutics, Inc., completed
their merger on September 30, 2009.  The combined company is named
"Raptor Pharmaceutical Corp." and commenced trading on the NASDAQ
Capital Market under the ticker symbol "RPTP" on September 30.
Pursuant to NASDAQ's regulations, for the first 20 trading days
the ticker symbol will be "RPTPd".  The Companies' stockholders
approved the proposals to complete the merger at its annual
meeting of stockholders held September 28, 2009.

The aggregate market value of Raptor's outstanding common equity
held by non-affiliates on October 6, 2009, was approximately
$55.5 million.

The combined company is headquartered in Novato, California, and
managed by Raptor's existing management team.

On July 27, 2009, Raptor and TorreyPines entered into a definitive
merger agreement.  Under terms of the merger agreement, Raptor
will be merged with and into a wholly owned subsidiary of
TorreyPines upon closing.  TorreyPines will issue, and Raptor
stockholders will receive, shares of TorreyPines common stock such
that Raptor stockholders will own 95%, and TorreyPines
stockholders will own 5%, of the combined company.

                         About TorreyPines

TorreyPines Therapeutics, Inc. -- http://www.tptxinc.com/-- is a
biopharmaceutical company that aims to develop product candidates
each capable of treating a number of acute and chronic diseases
and disorders such as migraine and chronic pain.  The company
currently has two ionotropic glutamate receptor antagonist
clinical stage product candidates.

As of June 30, 2009, TorreyPines had $1.42 million in total assets
and $149,000 in total liabilities.  As of June 30, 2009, the
Company's accumulated deficit was $121.9 million.  Without
additional sources of cash, it said existing working capital is
not sufficient to meet the cash requirements necessary to fund its
planned operating expenses and working capital requirements
through December 31, 2009.

TorreyPines had indicated if it cannot complete the merger with
Raptor in a timely manner, or otherwise obtain sufficient funding
in the short-term, it may be forced to file for bankruptcy, cease
operations or liquidate and dissolve the Company.

The audit report of Ernst & Young LLP, independent registered
public accounting firm, included in TorreyPines Therapeutics'
Annual Report on Form 10-K for the year ended December 31, 2008,
contained an explanatory paragraph describing conditions that
raise substantial doubt about TorreyPines Therapeutics' ability to
continue as a going concern.

                    About Raptor Pharmaceutical

Based in Novato, California, Raptor Pharmaceutical Corp. --
http://www.raptorpharma.com/-- is dedicated to speeding the
delivery of new treatment options to patients by working to
improve existing therapeutics through the application of highly
specialized drug targeting platforms and formulation expertise.
The Company focuses on underserved patient populations where it
can have the greatest potential impact and currently has product
candidates in clinical development designed to treat nephropathic
cystinosis, non-alcoholic steatohepatitis, Huntington's Disease,
aldehyde dehydrogenase deficiency and a non-opioid solution
designed for chronic pain.

The Company's preclinical programs are based upon bioengineered
novel drug candidates and drug-targeting platforms derived from
the human receptor-associated protein and related proteins that
are designed to target cancer, neurodegenerative disorders and
infectious diseases.

The audit report of Burr, Pilger & Mayer, LLP, independent
registered public accounting firm, included in Raptor
Pharmaceuticals' Annual Report on Form 10-K for the year ended
August 31, 2008, contained an explanatory paragraph describing
conditions that raise substantial doubt about Raptor's ability to
continue as a going concern.


RAWHIDE OPERATING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rawhide Operating, Inc.
        P.O. Box 700
        Telferner, TX 77908

Bankruptcy Case No.: 09-53953

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: R. Glen Ayers, Jr., Esq.
                  Langley and Banack, Inc
                  745 E Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: gayers@langleybanack.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/txwb09-53953.pdf

The petition was signed by Bennie Sparkman, president of the
Company.


RESERVE PRIMARY: WilmerHale Withdraws Representation in SEC Suit
----------------------------------------------------------------
According to Law360, Reserve Management Co. Inc. and its two top
executives have given their consent for WilmerHale LLP to stop
representing them in a suit brought by the U.S. Securities and
Exchange Commission accusing them of hiding their fund's exposure
to Lehman Brothers Holdings Inc.

As previously reported by the TCR, U.S. District Judge Paul
Gardephe in New York said at a hearing on Sept. 23 that he will
consider a plan by the Securities and Exchange Commission that may
lead to lawsuits against investors who took money from the failed
Reserve Primary Fund before it shut off redemptions a year ago.

The report relates that part of the plan would have a court-
appointed monitor make recommendations on whether there is a basis
to file so-called clawback suits against investors whose payouts
were excessive. Under the plan, a judge would decide whether such
suits would go forward.  The SEC said it hasn't endorsed clawback
suits.

Opponents of the SEC's distribution plan include New York-based
Time Warner Inc. and the state of Massachusetts, which objects to
the potential clawback suits.

The SEC sued managers of Reserve Primary, accusing them of
misleading shareholders about the safety of the fund after it
suffered losses on Lehman Brothers Holdings Inc. debt.  The case
is SEC v. Reserve Management, 09-cv-4346, U.S. District Court,
Southern District of New York (Manhattan).

Managed by Reserve Management Company, Inc., the Reserve Primary
Fund is a large money market mutual fund that is currently in
liquidation.  On September 16, 2008, during the global financial
crisis, it lowered its share price below $1 because of exposure to
Lehman Brothers debt securities.  This resulted in demands from
investors to return their funds as the financial crisis mounted.
The Reserve had multiple other funds frozen because of this
failure.


ROCKWOOD SPECIALTIES: Fitch Affirms Issuer Default Rating at 'B'
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings on Rockwood Specialties Group, Inc.:

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior secured term loans at 'BB/RR1'.

Fitch has also downgraded the senior subordinated notes to
'B-/RR5' from 'B/RR4' given reduced recovery prospects on the
issue taking into account the 100% recovery prospects on the
senior secured facilities and carving out the Titanium Dioxide
Venture earnings and facilities.

The Rating Outlook is Negative.

Rockwood's ratings reflect leading positions in many of its
product lines, diversification by market and end-use, and good
profit margins.

Financial leverage is high and expected to remain so over the next
12-18 months given reduced earnings.  Fitch expects total
debt/Operating EBITDA (as calculated by Fitch) to exceed 5.5x for
the period.

Liquidity is quite strong with cash on hand at June 30, 2009, of
$197.7 million and $224.3 million available under the company's
$250 million revolver of which, $70 million expires July 30, 2010,
and $180 million expires in 2012.  Fitch expects cash generation
after $160-$180 million capital expenditures for 2009 to
comfortably service debt.  Fitch estimates that scheduled
amortization is moderate over the next two years.

The company has improved its liquidity through an amendment to its
senior secured credit facilities completed on June 15, 2009 where
$1.2 billion of term loans due 2012 were repaid with new notes due
2014.  The company used cash on hand to purchase $153.2 million in
principal of its subordinated notes at a discount as well as
prepaying $102.3 million of its senior secured term loans.  The
amendment of net debt/Adjusted EBITDA covenant in favor of a net
senior secured debt covenant allows for room to borrow under the
revolver.  For the twelve-month period ended June 30, 2009, the
covenant maximum was 4.40:1.00, and the actual level was
3.27:1.00.

The Negative Outlook reflects Fitch's expectations that earnings
and cash flows will continue to be impacted by exposure to
weakness in cyclical end markets such as construction and
automotives.

Rockwood has been able to generate $130.6 million of net cash
provided by operating activities that resulted in $49 million of
free cash flow after $81.2 million of capital expenditures during
the first half of 2009.  Fitch expects stronger cash generation in
the second half of 2009 given that the first quarter is seasonally
weak.  Deteriorating operating results which result in a cash
drain could result in a downgrade.

Rockwood has strong liquidity, which should benefit it over the
down-cycle.  Any acquisitions that result in materially higher
leverage or a substantial weakening of liquidity could result in a
downgrade.

Rockwood is a global developer, manufacturer and marketer of high
value-added specialty chemicals and advanced materials used for
industrial and commercial purposes.  Rockwood generated Adjusted
EBITDA of $561 million on $2,971 million in revenues for the LTM
ending June 30, 2009.


RONALD EBBERTS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Ronald R. Ebberts
                  dba Ebberts Construction
                  aka Ron R Ebberts
               Barbara A. Ebberts
                  aka Barbara Ebberts
               P.O. Box 250
               Egnar, CO 81325

Bankruptcy Case No.: 09-31076

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtors' Counsel: Guy B. Humphries, Esq.
                  1801 Broadway, Suite 1100
                  Denver, CO 80202
                  Tel: (303) 832-0029
                  Fax: (303) 382-4165
                  Email: guyhumphries@msn.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 5 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/cob09-31076.pdf

The petition was signed by the Joint Debtors.


ROYAL HAWAIIAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Royal Hawaiian Showroom LLC
        1580 Makaloa Street, Suite 1200
        Honolulu, HI 96814

Case No.: 09-02334

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Bankruptcy Judge Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
            Reinwald O'Connor & Playdon
            733 Bishop St., Fl. 24
            Honolulu, HI 96813
            Tel: (808) 524-350
            Fax: (808) 531-8628
            Email: jkg@roplaw.com

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

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

The petition was signed by Roy Tokujo, the company's manager.

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
Taisei Construction Company    Construction of        $4,648,045
680 Iwilei Road, Suite 670     Improvements
Honolulu, Hawaii 96817

Realisations                   Show Development       $543,944
7275 Saint Urbain, Suite 670
Honolulu, Hawaii 96813

Central Pacific Bank           Bank Loan, Lease,      $693,259
220 South King Street,         Line of Credit
Suite 400
Honolulu, Hawaii 96813

B.P. Bishop Estate             Lease Payments,        $693,259
2201 Kalakaua Avenue,          Utilities
Suite A500
Honolulu, Hawaii 96815

Lawrence Rodriguez, LLC        Consulting Services    $183,246

American Bar and Restaurant    Construction and       $118,253
Supply                         furniture and fixtures

Millici, Valenti, Ng, Pack     Advertising Services   $101,195

Solotech, Inc.                 Theater Equipment      $82,180
                               and Installation

First Hawaiian Bank            Bank Credit Card       $60,276

Watanabe, Ing, Kawashima       Legal Services         $57,591

Fire Fly                       Website Design and     $51,201
                               Hosting

Gilford Sato & Associates,     Accounting Services    $37,356
CPAs

Flemming Creative Concepts     Sponsorship Services   $33,118

Roy K. Yamamoto                Architect Services     $26,245

Harris Company                 Construction           $21,907
                               Consulting Services

Furitano & Sato                Legal Services         $18,186

Silver State Wire Rope         Equipment Rental/      $17,750
                               Purchase

Hawaii Stage and Lighting      Equipment Rental       $14,269
Rentals

Computant                      Equipment and          $13,697
                               Computer/Networking
                               Type Services

Progressive Telcom, LLC        Telecom Equipment      $13,102
                               and Products


RPM INTERNATIONAL: Moody's Assigns 'Ba1' Subordinate Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to RPM
International, Inc.'s proposed $250 million guaranteed senior
unsecured notes due 2019.  Proceeds from the notes will be used to
refinance $164 million of debt maturing in October 2009 along with
a portion of the $120.0 million in principal amount of short term
borrowings outstanding under an accounts receivable securitization
program, which allows for $150.0 million in borrowings through
April 6, 2012.  Moody's also affirmed RPM's existing Baa3 senior
unsecured ratings.  The outlook remains stable.

"RPM's Baa3 rating incorporates Moody's view that RPM is supported
by relatively stable financial metrics and a diverse product
portfolio," said Moody's analyst Bill Reed.

The company's credit profile continues to benefit from a diverse
portfolio of products that supply various consumer and industrial
end-markets.  Furthermore, RPM has many well-known brand names
including Rust-Oleum, Bondo, Zinsser, and DAP.  Most of RPM's
products are specialty coatings and sealants with applications in
corrosion control, waterproofing, sealing, flooring and roofing.
The ratings affirmation reflects Moody's continued belief that RPM
will meet the retained free cash flow to debt ratio and asbestos
settlement cost (including defense cost) thresholds Moody's
referenced in Moody's June 16, 2008 Issuer Comment.

This summarizes the ratings activity:

Ratings assigned:

RPM International Inc.

* Proposed senior unsecured notes due 2019 -- Baa3

Ratings affirmed:

RPM International Inc.

* Senior unsecured notes - Baa3
* Senior unsecured shelf - (P)Baa3
* Subordinate shelf - (P)Ba1

RPM United Kingdom G.P

* Guaranteed senior unsecured notes -- Baa3

The Baa3 rating reflects Moody's expectation that RPM will not
pursue large debt financed acquisitions and instead continue its
historic focus on bolt-on acquisitions and joint ventures to
augment organic growth.  Additionally, RPM's rating is tempered by
an elevated dividend and the expectation that management will
continue to raise the dividend as earnings increase.

RPM's renewal of its accounts receivable facility for three years
and the amendment to its $400 million revolver due December 2011
relaxing the covenants are, on the margin, a credit positive.  The
altered covenant definitions plus the addition of a new fixed
charge ratio covenant serve to both relax and in some ways provide
the potential for future discipline on capex and dividend cash
flows which form a portion of the denominator of the covenant.
This ratio, which is required to be 1.00 to 1.00, may exhibit some
possible tightness, given the global recession, during fiscal 2010
(ending May 31, 2010).  This tightness, however, could be remedied
with discipline in capex and dividend policies along with the
benefit of cost cutting initiatives which should bolster EBITDA.

RPM's stable outlook reflects the improved trends with regard to
its asbestos liabilities.  It appears that the decrease in new
asbestos cases filed, as well as the decrease in average dollar
value of settlements is a sustainable trend.  Further reflected in
the stable outlook is the generation of stable cash flows along
with management's record of maintaining a relatively conservative
financial profile.  If annual pre tax asbestos settlement amounts,
including defense costs, were to exceed $75 million, or if the
ratio of retained cash flow to total adjusted debt were to drop to
below 20%, on a sustained basis, or if a large debt financed
acquisition or share repurchase program were to cause this ratio
to decline to below 20% a review or lower ratings may be
triggered.  If management becomes more aggressive with its
dividend policy, significantly increases its share repurchases, or
takes other actions that are likely to materially weaken credit
metrics, Moody's could reassess the appropriateness of the
company's Baa3 ratings.

Moody's most recent announcement concerning the ratings for RPM
was on January 28, 2008, when the Baa3 ratings were affirmed and
the outlook was moved to stable from negative.

RPM International Inc., headquartered in Medina, Ohio, is a
holding company, whose subsidiaries are manufacturers of specialty
coating and other products for both industrial/professional and
retail do-it-yourself markets.  Sales on an LTM basis ending
August 31, 2009, were $3.3 billion.


RRI ENERGY: Increases Size of Cash Tender Offer
-----------------------------------------------
RRI Energy, Inc., on October 5, 2009, increased the "Maximum
Acceptance Amount" for its cash tender offer to purchase its
outstanding 6.75% Senior Secured Notes due 2014 and Pennsylvania
Economic Development Financing Authority's outstanding Exempt
Facilities Revenue Bonds (Reliant Energy Seward, LLC Project)
Series 2001A, 2002A, 2002B, 2003A and 2004A.  As contemplated in
the Offer to Purchase dated September 21, 2009, as supplemented,
RRI increased the Maximum Acceptance Amount to $200,000,000
aggregate principal amount of Notes and Bonds and is now offering
to purchase up to that aggregate principal amount of Notes and
Bonds on the terms and conditions set forth in the Offer to
Purchase.

RRI also extended the "Early Participation Deadline" for the
Tender Offer to 12:00 midnight, New York City time, on October 19,
2009, which is the expiration time of the Tender Offer.  The Early
Participation Deadline was previously set to be 5:00 p.m., New
York City time, on October 5, 2009.  As described in the Offer to
Purchase, holders of Notes or Bonds who validly tender their Notes
or Bonds at or prior to the Early Participation Deadline will be
eligible to receive the applicable "Total Consideration," which
includes an early participation payment of $20 per $1,000
principal amount of Notes or Bonds tendered and accepted for
purchase in the Tender Offer.

RRI Energy on September 21, 2009, commenced a cash tender offer to
purchase up to $150,000,000 aggregate principal amount of the
securities:

                                                        Total
                          Principal      Early          Consideration
   Title of               Amount         Participation  (Acceptable Bid
   Security               Outstanding    Payment        Price Range)
   --------               -----------    -------------  ---------------
   RRI Energy, Inc.
   6.75% Senior Secured
   Notes due 2014        $437,239,000          $20        $980 - $1,020

   Pennsylvania Economic
   Development Financing
   Authority Exempt
   Facilities Revenue
   Bonds (Reliant Energy
   Seward, LLC Project):                       $20        $960 - $1,000
      Series 2001A       $150,000,000
      Series 2002A        $75,000,000
      Series 2002B        $75,000,000
      Series 2003A       $100,000,000
      Series 2004A       $100,000,000

The Principal amount outstanding includes an aggregate of
approximately $92 million of Bonds held by the Company.

Holders who validly tender (and do not validly withdraw) Notes or
Bonds at or prior to 5:00 p.m., New York City time, on October 5,
2009 (as may be extended by the Company, the "Early Participation
Deadline") will receive the applicable "Total Consideration" (as
described below), which includes an early participation payment of
$20 per $1,000 principal amount of Notes or Bonds tendered and
accepted for payment in the Tender Offer.  Holders who validly
tender (and do not validly withdraw) Notes or Bonds after the
Early Participation Deadline and at or prior to the Expiration
Time will receive the Total Consideration minus the Early
Participation Payment.

As of 5:00 p.m., New York City time, on October 5, 2009,
$129,647,000 in aggregate principal amount of Notes and Bonds had
been validly tendered and not validly withdrawn.

The purchase price for Notes and Bonds will be determined in
accordance with a modified Dutch auction procedure on the terms
and conditions set forth in the Offer to Purchase. Holders no
longer have the right to withdraw tendered Notes or Bonds.

The Tender Offer is conditioned upon the satisfaction or waiver of
certain conditions as described in the Offer to Purchase.

RRI has retained Deutsche Bank Securities Inc. to act as the
dealer manager for the Tender Offer and has retained Global
Bondholder Services Corporation to act as the Information Agent
and Depositary for the Tender Offer.  Questions regarding the
Tender Offer should be directed to the Dealer Manager at 800-553-
2826 (toll-free) or 212-250-7772 (collect). Requests for
documentation should be directed to the Information Agent at 212-
430-3774 (for banks and brokers only) or 866-952-2200 (for all
others toll-free).

                        About RRI Energy

RRI Energy, Inc. (NYSE:RRI) -- http://www.rrienergy.com/-- based
in Houston, provides electricity to wholesale customers in the
United States.  The company is one of the largest independent
power producers in the nation with more than 14,000 megawatts of
power generation capacity across the United States.  These
strategically located generating assets use natural gas, fuel oil
and coal.


SJT VENTURES LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: SJT Ventures, LLC
        8001 LBJ Freeway
        3rd Floor
        Dallas, TX 75251

Bankruptcy Case No.: 09-36758

Chapter 11 Petition Date: October 5, 2009

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

Judge: Harlin DeWayne Hale

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 S.K. Mohan, president of the Company.


SMURFIT-STONE: Appoints Tom Gibson as VP of Sheet Feeder Region
---------------------------------------------------------------
Smurfit-Stone Container Corporation announced that Tom
Gibson has been named vice president and general manager of its
Sheet Feeder region, which includes the company's Milwaukee IPC
and Bedford Park and Hanover Park, IL, sheet feeder plants.

"Tom's industry experience and solid leadership skills will help
strengthen our industry-leading position in this important area of
our business and enhance our ability to provide exceptional
service to our customers," said Steve Strickland, senior vice
president and general manager of Smurfit-Stone's Container
division.

A 25-year industry veteran, Mr. Gibson has served in a variety of
sales and management positions throughout his career, including
area general manager of Smurfit-Stone's Springfield, Missouri,
container plants.  He most recently served as business unit sales
manager for the company's Sheet Feeder region.

                       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: Asks Court to Allow Insurer to Pay Defense Costs
---------------------------------------------------------------
Smurfit-Stone Container Corp. ask the Bankruptcy Court to lift the
automatic stay to allow Axis Insurance Company, their insurance
carrier, to advance insurance proceeds to pay defense costs of
certain insured individuals.

On July 16, 2009, an amended complaint was filed in the case of
Mark W. Mayer, Larry C. Welsh and Brandi Young, individually and
on behalf of the Smurfit-Stone Container Corporation Savings Plan,
the Jefferson Smurfit Corporation Hourly Savings Plan, the
Smurfit-Stone Container Corporation Hourly Savings Plan, and St.
Laurant Paperboard Hourly Savings Plan, against the Administrative
Committee of the Smurfit-Stone Container Corporation Retirement
Plans, Patrick J. Moore, Paul K. Kaufman, Charles Hinrichs, Ron
Hackney and Brian Gardner in the United States District Court for
the Northern District of Illinois.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
notes that the Defendants in the ERISA Litigation all are, or
were, key executives and officers of the Debtors.  He relates that
the allegations in the Complaint are extensive and complex, but
"essentially boil down to the assertion that the defendants
breached their fiduciary duties to the Plans and the individual
plaintiffs over the course of more than a year by allegedly making
imprudent investments with the Plans' assets, making
misrepresentations and failing to disclose material adverse facts
concerning the company's business conditions, debt management and
viability, and not taking appropriate action to protect the Plans'
assets."

Subsequently, on June 18, 2009, the Debtors filed a verified
complaint in the United States Bankruptcy Court for the District
of Delaware against the Plaintiffs seeking an extension of the
automatic stay and in conjunction therewith, temporary and
preliminary injunctive relief to apply to the ERISA Litigation.

The Court has not yet decided whether to grant the relief
requested in the Debtors' verified complaint.

Prior to the Petition Date, the Debtors purchased three fiduciary
insurance policies: (i) a primary policy through Axis, with a
$10,000,000 aggregate coverage maximum and a $100,000 deductible
per claim, (ii) an excess policy through the Chubb Group of
Insurance Companies that adds $10,000,000 to the available
aggregate coverage and (iii) a second excess policy through
Navigators Insurance Company that adds $5,000,000 more in
aggregate coverage.

Pursuant to the terms of the Primary Policy, coverage extends to
the Debtors and any individuals who are past, present or future
directors, officers, or trustees of the Debtors or of a Plan, in
their fiduciary or administrator capacity, with respect to a
violation of any of their responsibilities.

Mr. Conlan notes that Axis has provided the Debtors with a
reservation of rights notice with regard to the Primary Policy and
specifically the availability of coverage and the applicability of
specific retention provisions.  He adds that Axis is prepared to
advance defense costs to the defendants in the ERISA Litigation,
which are "Insureds" per the terms of Primary Policy.  However,
Axis is concerned that it may violate the automatic stay by
coverage, in the event it is determined that the insurance
proceeds under the Primary Policy are property of the Debtors'
estates.

Out of an abundance of caution, and in an effort to ease the
concerns of Axis, the Debtors have asked the Court to lift of the
automatic stay.  Mr. Conlan says that the Debtors have determined
that the benefit to their estates from distributing the proceeds
of the Primary Policy on an ongoing basis warrant lifting the
automatic stay, to the extent it may apply, without determining
whether or to what extent the proceeds of the Primary Policy may
constitute property of the Debtors' estates.

"Indeed, if such relief is not granted, and the ERISA Litigation
defendants do not receive access to the proceeds of the Primary
Policy, they may face irreparable harm," Mr. Conlan points out.

Moreover, pursuant to the terms of the Plans, the ERISA Litigation
defendants each are fully indemnified by the Debtors with respect
to their activities and good-faith decisions or actions on behalf
of the Administrative Committee of the Plans or as otherwise
relating to the administration of the plans, Mr. Conlan notes.

For these reasons, Mr. Conlan submits that it is undoubtedly in
the Debtors' best interests, and the best interests of the
Debtors' estates, to authorize Axis to advance defense costs to
the defendants in the ERISA Litigation.

                       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: Canada Hearing on Finance II Interests on Oct. 7
---------------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its sixth monitor
report to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.

The Monitor informs the Court that the purpose of the Sixth
Report is to provide an update of:

  -- the ongoing operations of the CCAA Entities;
  -- the Chapter 11 proceedings;
  -- the DIP facility;
  -- critical suppliers and pre-CCAA expenses;
  -- pension and other employee matters;
  -- the cash flow forecast and results relative to forecast;
  -- revised cash flow forecast;
  -- restructuring efforts to date;
  -- the claims process;
  -- other matters; and
  -- the Monitor's recommendations.

The Monitor relates that since January 26, 2009, the CCAA
Entities have worked diligently to stabilize their operations and
have maintained operations in the normal course during the CCAA
Proceedings.  SSC Canada continues to sell products to its
customers and has obtained the necessary supplies from its
suppliers.

On July 28, 2009, SSC Canada announced the permanent closure of
the container plant located in Edmonton, Alberta and
approximately 47 jobs were affected.

With regard to the DIP Facility, the Monitor notes that as of
September 4, 2009, there have not been any net additional
borrowings by SSC Canada.  As of September 22, 2009, SSC Canada
has outstanding borrowings of $35,000,000 under the Canadian term
loan facility.  During the week ending September 25, 2009, SSC
Canada has forecast a repayment of $27,200,000 on the DIP term
loan facility using the funds received from the sale of certain
timberland assets in the province of Quebec to Societe Generale
de Financement du Quebec in accordance with the terms of the DIP
agreement.  The Monitor further notes that there are no
outstanding borrowings under the Canadian DIP revolving facility.

SSC Canada's management has completed its review of the 2008
actual centralized services costs for the fiscal year ending
December 31, 2008, and has determined that an adjustment of the
monthly centralized services charge is required, the Monitor
tells the Court.  It notes that the estimated monthly centralized
service charge to be paid to SSC U.S. by SSC Canada on behalf of
the CCAA Entities for fiscal 2009 is $610,000.  However, SSC
Canada has been reimbursed by SSC U.S. for the overpayments made
during the CCAA period which were based on prior centralized
service charge estimates.

The Monitor reveals that SSC U.S. and SSC Canada continue to
receive payments of receivables on behalf of each other.  SSC
Canada continues to track the intercompany receivables and
payables on a daily basis and then the respective accounts are
settled once per month.  The Monitor says that the last
settlement was made on August 31, 2009, for the July intercompany
accounts.

Furthermore, the Monitor notes that Aurelius Capital Management
LP and Columbus Hill Capital Management LP have served a notice
of motion in the CCAA Proceedings which seeks, among other
things, an order declaring that the interests of the officers and
directors of Stone Container Finance Company of Canada II, the
Monitor and counsel to the CCAA Entities, conflict irreconcilably
with the interests of Finance II.  The motion is scheduled to be
heard on October 7, 2009.

A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/SSC6thMonRep.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: CCAA Stay for SSC Canada Extended to Dec. 24
-----------------------------------------------------------
Smurfit-Stone Canada Inc. and its affiliates sought and obtained
an order from the Honorable Justice J. Pepall at the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada, further extending the stay of proceedings through
December 12, 2009.

Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Ontario, Canada,
relates that since the granting of the initial order extending
the stay, they have worked diligently to stabilize their
operations and with the assistance of the DIP Credit Agreement,
they have been able to reassure customers and suppliers, and
maintain operations.

Mr. Dunphy tells the Superior Court that the CCAA Entities have
acted and continue to act in good faith and with due diligence.
He explains that an extension of the stay of proceedings to
December 24, 2009, is necessary in order to continue to ensure
stability to the CCAA Entities' business while they work
diligently on preparing a restructuring plan that will maximize
long-term value for the benefit of all stakeholders.

                       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)


SPANSION INC: Apple Serves Notice to Retain Rights to Spansion IP
-----------------------------------------------------------------
Apple Inc., provides notice of its election to retain all of the
rights to Spansion Inc.'s intellectual property provided to it
under an agreement it entered on February 10, 2009.  The notice
comes as a result of the Court's September 1, 2009 Order granting
motion by Spansion to reject the Spansion/Apple Agreement.

Pursuant to its election, Apple reserves the right to file claims
under the Spansion/Apple Agreement.

As reported by the TCR on Sept. 22, 2009, Judge Kevin Carey
authorized Spansion Inc. and its affiliates to reject their
executory contract with Apple Inc.  Judge Carey also overruled the
objection raised by Apple.  The Judge directed Apple to file
claims for damages arising as a result of the rejection of the
Agreement within 30 days after the entry of the Court's order.

Spansion Inc. entered into a Letter Agreement with Apple Inc.,
pursuant to which Spansion agreed to dismiss Apple from a
complaint it filed with the International Trade Commission.
However, in a motion filed with the Court, the Debtors sought to
reject the Letter Agreement asserting that Spansion's relationship
with Apple is not sufficiently profitable to justify dismissal in
the ITC Action.

                       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: Gets Nod to Continue Ernst & Young's Services
-----------------------------------------------------------
Spansion Inc. and its units obtained approval from Bankruptcy
Judge Kevin Carey to continue to employ Ernst & Young LLP as their
independent auditors, nunc pro tunc to August 26, 2009.  The
Debtors wish to continue Ernst & Young's services because:

  (a) Ernst & Young has extensive experience with auditing
      public companies like the Debtors;

  (b) Ernst & Young was the Debtors' prepetition auditor and is,
      therefore, familiar with the Debtors' corporate structure
      and businesses; and

  (c) Ernst & Young has developed a great deal of institutional
      knowledge regarding the Debtors' operations, finances, and
      systems.

Accordingly, the Debtors want Ernst & Young to continue to
provide them with auditing services for the 2009 fiscal year
ending on December 27, 2009.

A full-text copy of Ernst & Young's August Engagement Letter is
available for free at:

   http://bankrupt.com/misc/Spansion_E&YAugustEngagement.pdf

The Debtors will pay Ernst & Young $1,371,731 for an integrated
audit and review for each quarter for fiscal 2009.  In addition
to the Fee, Ernst & Young will charge the hourly rates in the
August Engagement Letter for special audit-related projects that
are integral to the performance of the audit services.

The Debtors will also reimburse Ernst & Young for necessary
expenses.

John Kispert, chief executive officer and President of Spansion
Inc., assures the Court that Ernst & Young is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code as modified by Section 1107(b).

                       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: Giles Delfassy, Director, Acquires Stock
------------------------------------------------------
In a Form 4 filing with the U.S. Securities and Exchange
Commission, Gilles Delfassy, a director of Spansion Inc.,
disclosed that he acquired 1,250 shares of Spansion Inc., Class A
Common Stock.  At the end of the transaction, Mr. Delfassy
beneficially owned 13,125 shares of Spansion stock.

In addition, Mr. Delfassy disclosed that he disposed of 1,250
derived Restricted Stock Units on September 20, 2009.  At the end
of the transaction, Mr. Delfassy beneficially owned 10,000
derived shares of the company.

Each restricted stock unit represents a contingent right to
receive one share of Spansion Inc. Class A Common Stock.  There
is no exercise price or expiration date.

Restricted stock units were granted to Mr. Delfassy on
September 20, 2007, and vest over a four-year period.  One quarter
of the shares subject to the award vested on the one year
anniversary date.  The remaining shares subject to the award vest
in equal installments quarterly, until 100% vested on
September 20, 2011.  Vested shares are delivered to the reporting
person on each vesting date.

                       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: Jefferies Leveraged Buy Claims
--------------------------------------------
In separate Court filings for the period from September 18, 2009,
through September 24, 2009, five of the Debtors' creditors
disclosed that they intend to transfer each of their claims
against the Debtors:

Transferor                       Transferee             Amount
----------                       ----------             ------
Semitool, Inc.                Jefferies Leveraged
                              Credit Products, LLC    $142,178

M+W Zander U.S. Ops, Inc.     Jefferies Leveraged
                              Credit Products, LLC      54,729

Brewer Science, Inc.          Argo Partners             37,515

Nationwide Hytech Equipment   Jefferies Leveraged
Consultants                   Credit Products, LLC      26,700

Keterex, Inc.                 Argo Partners        unspecified

In separate Court filings for the period September 18 to
October 1, 2009, two of the Debtors' creditors disclosed that
they intend to transfer each of their claims against the Debtors:

Transferor                       Transferee             Amount
----------                       ----------             ------
Software House Corporation    Jefferies Leveraged
                              Credit Products, LLC      14,081

Reading is Fundamental of
Austin                        Argo Partners                  -


                       About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPECTRUM BRANDS: Moody's Assigns Corporate Family Rating at 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Spectrum Brands following its recent emergence from bankruptcy
proceedings.  At the same time, Moody's assigned a B3 probability
of default rating, a B3 rating to the senior secured term loan, a
Caa2 rating to the subordinated notes and an SGL 2 liquidity
rating.  The rating outlook is stable.

The B3 corporate family rating reflects Spectrum's moderating
credit metrics highlighted by relatively high financial leverage
of around 6x and history of decreasing operating margins.  The
rating also reflects competition from well known and well
capitalized companies across most business lines and by the
company's history of operating struggles.  The rating is further
constrained by the need to refinance more than $1 billion of
maturing bank debt in less than three years and by the potential
for its new single largest equity owner, Harbinger Capital, to be
shareholder friendly with its financial policies.  The rating is
supported by Spectrum's significant size with revenue of over
$2.4 billion, diversified product offerings, portfolio of
recognized brands, strong market positions in many product
categories and its long-standing relationships with key retailers.
The ratings also benefit from Spectrum's increasing international
penetration, recent decision to exit the highly weather dependent
fertilizer and seed part of its lawn & garden business and
moderate price points of its products.

The SGL 2 speculative grade liquidity rating reflects Moody's
belief that Spectrum will possess a good liquidity profile over
the next 12 months highlighted by cash of around $60 million,
Moody's expectation of more than $50 million of free cash flow,
sufficient cushion under its financial covenants and access to a
$197 million ABL revolving credit facility, excluding the
$45 million supplemental loan.  Spectrum's liquidity profile is
constrained by the existence of quarterly maintenance leverage
financial covenant that contractually adjust over the next two
years, and by the maturity in June 2012 of the $1.3 billion term
loan.

"The stable outlook reflects Moody's expectation that Spectrum
will continue to posses a good liquidity profile and that its
profitability will likely stay at or slightly improve from its
current level over the next year" said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.  The stable outlook
also reflects Moody's expectation that Spectrum will not
materially increase debt in the near term either for acquisitions
or to fund shareholder returns.

These ratings/assessments were assigned:

* Corporate family rating at B3;

* Probability of default rating at B3;

* $1.3 billion senior secured term loan due June 2012 at B3 (LGD
  3, 49%);

* $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%);

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc., is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control.  Sales for the twelve
months ended June 30, 2009, approximated $2.6 billion.

The last rating action was taken on February 25, 2009, when
Moody's withdrew Spectrum's ratings after it filed for bankruptcy
protection.


STALLION OILFIELD: Reaches Deal in Principle With Working Group
---------------------------------------------------------------
http://www.marketwatch.com/story/stallion-oilfield-services-ltd-
reaches-agreement-in-principle-with-a-working-group-of-secured-
lenders-sub-committee-of-debtholders-and-its-key-equityholders-to-
significantly-reduce-debt-and-restructure-2009-10-07
(rousel/pr)

Stallion Oilfield Services Ltd. has reached an agreement in
principle with a working group of secured lenders, a sub-committee
of debtholders, and its key equityholders to significantly reduce
debt and restructure the company's balance sheet.

On October 7, 2009, Stallion reached an agreement in principle
with the working group of its secured lenders and a sub-committee
of its unsecured noteholders and lenders under its unsecured
bridge facility that would eliminate approximately $515 million of
the company's unsecured debt, as well as $26 million of accrued
interest.  This debt reduction would reduce annual cash interest
costs by approximately $43 million and provide Stallion with the
financial flexibility to continue providing quality customer
service while maintaining the highest level of safety in
operations through investments in people, equipment and
technology.

The company is performing well across all primary service lines
despite the overall economic downturn and the nearly 50% reduction
in the size of its market.  "We are resilient because of our
employees, our sound business model, strong leadership team and
excellent cash position," said Mr. Craig Johnson, Stallion's Chief
Executive Officer.  "We've made the right moves operationally, but
the Company has a significant debt burden that is inconsistent
with the current market trends," said Mr. Johnson.  "We are
delighted that our lenders appreciate the opportunities that exist
for Stallion in a recovering oil and gas market, and we're working
together to ensure Stallion is poised to capitalize on those
opportunities," said Mr. Johnson.

Support for the agreement is currently being solicited by the
Company from its broader lender and noteholder constituencies.  If
approved, the terms of the restructuring agreement would provide
that:

   (a) the Company's secured lenders would receive approximately
       $33 million in principal payments reducing the
       Company's obligations outstanding under the Company's
       secured credit agreement,

   (b) approximately $258 million in obligations outstanding
       under the Company's unsecured bridge loan agreement
       and approximately $283 million in obligations
       outstanding on account of the 9.75% unsecured notes
       due February 1, 2015 would be converted on a pro rata
       basis for 98% of the common equity in the reorganized
       Stallion, and

   (c) the Company's existing equityholders would receive 2%
       of the common equity and warrants to purchase 1% of the
       common equity in reorganized Stallion.

The restructuring agreement would be implemented as part of a
chapter 11 case that Stallion would file in the near future. The
proposed chapter 11 plan of reorganization will include key
initiatives to ensure the filing has little or no impact on
Stallion's operations and its employees, customers, vendors and
suppliers.  For example, Stallion will immediately seek court
approval of a motion ensuring no interruption in the payment of
employee wages and benefits, and an "all trade" motion in which
Stallion will treat all trade creditors as "unimpaired" and could
pay vendors for goods and services delivered both before and after
the filing in the normal course.

During its restructuring, Stallion will continue normal operations
under its current ownership structure and does not anticipate any
changes to its overall business or its ability to meet customer
needs.

Customers, vendors, suppliers and others seeking more information
about Stallion's restructuring may contact Stallion at 1-888-290-
6621.

                      About Stallion

Houston, Tex.-based Stallion Oilfield Services Inc. is an oilfield
service company that provides wellsite support services and
construction and logistics services to exploration and production
companies and drilling contractors throughout the United States.


STALLION OILFIELD: To File Chapter 11 with Plan to Cut $515MM Debt
------------------------------------------------------------------
Stallion Oilfield Services Ltd. on October 7 announced that it has
reached an agreement in principle with a working group of secured
lenders, a sub-committee of debtholders, and its key equityholders
to significantly reduce debt and restructure the Company's balance
sheet.

On October 7, 2009, Stallion reached an agreement in principle
with the working group of its secured lenders and a sub-committee
of its unsecured noteholders and lenders under its unsecured
bridge facility that would eliminate approximately $515 million of
the Company's unsecured debt, as well as $26 million of accrued
interest.  This debt reduction would reduce annual cash interest
costs by approximately $43 million and provide Stallion with the
financial flexibility to continue providing quality customer
service while maintaining the highest level of safety in
operations through investments in people, equipment and
technology.

The Company says it is performing well across all primary service
lines despite the overall economic downturn and the nearly 50%
reduction in the size of its market.  "We are resilient because of
our employees, our sound business model, strong leadership team
and excellent cash position," said Mr. Craig Johnson, Stallion's
Chief Executive Officer.  "We've made the right moves
operationally, but the Company has a significant debt burden that
is inconsistent with the current market trends," said Mr. Johnson.
"We are delighted that our lenders appreciate the opportunities
that exist for Stallion in a recovering oil and gas market, and
we're working together to ensure Stallion is poised to capitalize
on those opportunities," said Mr. Johnson.

Support for the agreement is currently being solicited by the
Company from its broader lender and noteholder constituencies.  If
approved, the terms of the restructuring agreement would provide
that: (a) the Company's secured lenders would receive
approximately $33 million in principal payments reducing the
Company's obligations outstanding under the Company's secured
credit agreement, (b) approximately $258 million in obligations
outstanding under the Company's unsecured bridge loan agreement
and approximately $283 million in obligations outstanding on
account of the 9.75% unsecured notes due February 1, 2015, would
be converted on a pro rata basis for 98% of the common equity in
the reorganized Stallion, and (c) the Company's existing
equityholders would receive 2% of the common equity and warrants
to purchase 1% of the common equity in reorganized Stallion.

The restructuring agreement would be implemented as part of a
Chapter 11 case that Stallion would file in the near future.  The
proposed Chapter 11 plan of reorganization will include key
initiatives to ensure the filing has little or no impact on
Stallion's operations and its employees, customers, vendors and
suppliers.  For example, Stallion will immediately seek court
approval of a motion ensuring no interruption in the payment of
employee wages and benefits, and an "all trade" motion in which
Stallion will treat all trade creditors as "unimpaired" and could
pay vendors for goods and services delivered both before and after
the filing in the normal course.

During its restructuring, Stallion will continue normal operations
under its current ownership structure and does not anticipate any
changes to its overall business or its ability to meet customer
needs.

Customers, vendors, suppliers and others seeking more information
about Stallion's restructuring may contact Stallion at 1-888-290-
6621.

                      About Stallion Oilfield

Stallion Oilfield Services Ltd. provides wellsite support services
and production & logistics services to the oil and natural gas
industry with 1,700 employees in 65 locations.  Stallion's range
of critical wellsite services include onshore and offshore
workforce accommodations and remote camp complexes, surface rental
equipment, solids control, communication services, wellsite
construction, rig relocation, heavy equipment hauling, fluids
handling and logistics.  Stallion's Everything but the Rig SM
product offerings are designed to improve living and working
conditions, safety and our customers' productivity at the
wellsite.  Stallion is headquartered in Houston, Texas and
delivers products and services in South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid Continent, Alaska's
Prudhoe Bay, the Marcellus Shale and Rocky Mountain regions as
well as to the global offshore industry. Additional information
may be found at http://www.stallionoilfield.com/


STANDARD MOTOR: Registration of Securities Declared Effective
-------------------------------------------------------------
Standard Motor Products, Inc., said Wednesday the Form S-3
Registration Statement under the Securities Act of 1933 -- in
connection with its plan to offer, from time to time, up to
$75,000,000 of any combination of the securities, either
individually or in units -- became effective.

On Monday, the Company filed with the Securities and Exchange
Commission Amendment No. 1 to the Registration Statement to amend
the Registration Statement to delay its effective date.

The Registration Statement became effective October 7, 2009, at
3:00 p.m.

The Company may offer under the Registration Statement common
stock or preferred stock upon conversion of debt securities,
common stock upon conversion of preferred stock, or common stock,
preferred stock or debt securities upon the exercise of warrants.
The securities may be offered and sold by the Company in one or
more offerings with a total aggregate principal amount or initial
purchase price not to exceed $75,000,000.

The Company intends to use the net proceeds from the sale of the
securities in the prospectus and any prospectus supplement to
repay a portion of the Company's outstanding indebtedness under
the Company's revolving credit facility.  The Company then intends
to borrow funds from time to time under the revolving credit
facility for general corporate purposes, which could include:

     -- Working capital;
     -- Capital expenditures; and
     -- Acquisitions.

The Company is currently authorized by its Restated Certificate of
Incorporation, as amended, to issue up to 30,000,000 shares of
common stock, $2 par value per share, and 500,000 shares of
preferred stock, $20 par value per share, of which 30,000 shares
of preferred stock have been designated as Series A Participating
Preferred Stock and reserved for future issuance.  As of
September 30, 2009, there were 19,060,855 shares of common stock
outstanding held of record by 544 holders of record, and no shares
of preferred stock outstanding.

The Company's common stock is traded on the New York Stock
Exchange under the symbol "SMP."  On October 2, 2009, the sale
price for the Company's common stock on the New York Stock
Exchange was $13.93 per share.

A copy of Amendment No. 1 to Form S-3 Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?468e

                       About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                           *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STANT CORP: Manufacturing Plant May be Sold Next Week
-----------------------------------------------------
Scott Loftis at pbcommercial.com reports that Stant Corp.'s Stant
Manufacturing Inc. plant will likely be sold within the next week,
after the U.S. Bankruptcy Court for the District of Delaware
approved the sale of the Company's assets to Vapor Acquisition
Corp.  According to pbcommercial.com, a company official said on
Tuesday that the sale shouldn't result in significant changes.

Stant Corp. is headquartered in Connersville, Indiana, and has
facilities in Pine Bluff, Arkansas, Mexico, China, and the Czech
Republic.  Founded in 1898, Stant has earned its reputation for
quality and innovation in the automotive industry.  Stant is
recognized as the world's leading supplier of automotive and
industrial fuel, oil and radiator caps, fuel vapor control valves
and thermostats for both the original equipment markets and the
automotive aftermarket.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647).

In its petition, Stant Corp. listed $50 million to $100 million in
debts against $50 million to $100 million in assets.

Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.


STELOR PRODUCTIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Stelor Productions, LLC
           dba Stelor Group Limited, LLC
           dba Stelor Technologies, LLC
        14701 Mockingbird Drive
        Darnestown, MD 20874

Bankruptcy Case No.: 09-13445

Chapter 11 Petition Date: October 7, 2009

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

Judge: Brendan Linehan Shannon

Debtor's Counsel: Kathleen M. Miller, Esq.
                  Smith, Katzenstein & Furlow LLP
                  800 Delaware Avenue
                  P.O. Box 410
                  Wilmington, DE 19899
                  Tel: (302) 652-8400
                  Fax: (302) 652-8405
                  Email: kmiller@skfdelaware.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/deb09-13445.pdf

The petition was signed by Steven A. Esrig, president of the
Company.


STEPHEN JOSEPH MAZZERA: Case Summary & 10 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Stephen Joseph Mazzera
        1340 Dry Creek Rd.
        Healdsburg, CA 95448

Bankruptcy Case No.: 09-13303

Chapter 11 Petition Date: October 6, 2009

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

Judge: Alan Jaroslovsky

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

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

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

A list of the Company's 10 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/canb09-13303.pdf

The petition was signed by Mr. Mazzera.


SUNBRIDGE PATIO VILLAS: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Sunbridge Patio Villas, LLC
        PO Box 1702
        Fayetteville, AR 72702

Bankruptcy Case No.: 09-75035

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Jerry Duane Jarnagan and Mary Francis Jarnagan     09-75036

Chapter 11 Petition Date: October 6, 2009

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

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

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

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

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

            http://bankrupt.com/misc/arwb09-75035.pdf

The petition was signed by Henry D. Broyles, manager of the
Company.


SUN-TIMES MEDIA: Court Approves Sale of Assets to Tyree
-------------------------------------------------------
Sun-Times Media Group, Inc., said the United States Bankruptcy
Court for the District of Delaware on October 8 approved the sale
of substantially all of the assets of Sun-Times Media Group to
STMG Holdings, LLC, a private investor group led by Chicago
businessman James C. Tyree.  The total transaction is valued at
approximately $25 million and is expected to close by the end of
October 2009.  The closing remains contingent upon approvals by
two of the Company's 16 bargaining units of amendments to their
collective bargaining agreements. Those agreements are expected to
be reached in the coming days.

"This is a very good day for our award-winning newspapers and Web
sites, for our incredibly dedicated and hard-working employees and
for the Chicago community at large," said Jeremy L. Halbreich,
Sun-Times Media Group Chairman of the Board and Interim Chief
Executive Officer. "Six months ago, the Company filed for Chapter
11 with the goal of stabilizing the business and ensuring the
long-term future of our newspapers and online products. I'm
absolutely pleased that we were able to achieve these goals with
the investors in STMG Holdings, LLC in such a timely manner."

"Mr. Tyree and his co-investors have repeatedly expressed genuine
enthusiasm for the newspapers and Web sites and the business as a
whole, and have vowed to invest in the business as the newspaper
industry continues to transform during a very challenging time.
These new owners will work hard to establish a wonderful, long
future for our publications and for our employees, and finally,
all of the legacy issues and distractions that have followed and
negatively affected our products will be put to rest."

"All of our employees -- union and non-union -- have taken
extraordinary steps to strengthen our organization to become a
more efficient Company that is capable of meeting the demand for
news and information in this increasingly digital age.  We thank
them for their sacrifices and loyalty during these tough times."

"And we are extremely grateful to our customers -- our advertisers
and our readers -- for supporting us.  Their loyalty has been
deeply appreciated, as has the loyalty of our vendors and
suppliers."

Sun-Times Media Group's legal advisor is Kirkland & Ellis and its
investment banker is Rothschild Inc. Huron Consulting Group is
acting as restructuring advisor to the Company.

                   About Sun-Times Media

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ)
-- http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SUN-TIMES MEDIA: Ritchie Capital Gives Way for Union/Tyree Deal
---------------------------------------------------------------
Chicago Newspaper Guild and the Tyree-buying group have come up
with an agreed upon plan to allow the Sun-Times publications to
continue their journalistic mission to the Illinois area, Thane
Ritchie, founder of Ritchie Capital Management of suburban Lisle,
Illinois, said in a statement.

Five unions that previously rejected concessions demanded by buyer
Jim Tyree tentatively agreed to contract changes in negotiations
with the Company.  According to The Associated Press, the rank and
file of four of the unions voted to accept the contract changes
agreed to by the Chicago Newspaper Guild and top company brass.
Citing union sources, The AP relates that a separate union
representing editorial workers at the Post-Tribune of Northwest
Indiana would likely hold its vote on Friday.

Private equity manager Thane Ritchie on Wednesday met with the
Chicago Newspaper Guild in an eleventh-hour effort to cobble
together a competing bid for the bankrupt Sun-Times Media Group
newspaper chain that Ritchie claims would be more union-friendly.

"We wanted to be helpful to the unions in this process --
ultimately it is the union members that make up the heart and soul
of this paper," said Thane Ritchie, after receiving word that the
Guild had been able to reach a deal that it could recommend to its
members tonight.

Steve Denari of Third Millennium Group strategic consultants,
Ritchie's point man looking at the distressed newspaper properties
nationwide added, "Everybody is a winner on this one, and we were
pleased to have an unexpected chance to speak directly with the
International Guild Representative about RCM's outline for a new
'coalition model' of private equity and unions."

Consulting labor counsel for Ritchie, Collins Whitfield, who set
up the meeting today with Guild leadership, noted that his firm,
Whitfield, McGann & Ketterman, has been asked to continue in this
role as RCM reviews distressed newspaper opportunities nationwide.
Ritchie stated that Denari and Whitfield would travel to
Washington, looking to present the new "coalition" transaction
options to the full leadership of the International Guild, though
no date for this has yet been set.

"We've been asked whether we have the next newspaper candidate in
sight," Thane Ritchie went on, "and I will just note that our
other hometown paper, the Chicago Tribune, is also in bankruptcy -
- although it isn't a union paper."  To which Denari quipped, ". .
. yet."

                         Tyree's Offer

Sun-Times Media won approval from the Bankruptcy Court to conduct
an auction where a group led by James C. Tyree will be the lead
bidder with an offer valued at $26.5 million.  Sun-Times Media
will sell its business to James C. Tyree-led STMG Holdings LLC,
absent higher and better bids at an auction on October 7.  The
Debtors will seek the Court's approval of the results of the
auction on Oct. 8.

Sun-Times moved for the cancellation of the auction, saying that
no qualified bids in addition to Tyree's was received by the bid
deadline.

STMG, which is under contract to buy Sun-Times absent higher and
better bids, however, conditioned its bid to approval of
amendments to the collective bargaining agreements by each of the
company's unions.  The unions, however, has opposed the CBA
changes, which requires paycuts and other concessions.

STMG said that to protect the future of the Sun-Times Media Group
business, however, it is crucial for us to achieve the union
amendments promptly for a closing as quickly as possible after the
October 8 sale hearing.

                   About Sun-Times Media

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


TANA SEYBERT: Proposes to Sell Certain Assets to Unimac Tana
------------------------------------------------------------
Tana Seybert LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to sell
certain designated assets, free and clear of claims, liens and
other encumbrances, subject to higher or better offers.

The sale will be pursuant to Section 363(b) of the Bankruptcy Code
and Rule 6004 of the Federal Rules of Bankruptcy Procedure.

Unimac Tana Seybert LLC agreed to purchase the Debtors' assets
for $679,510, cash, plus 70% of cost of usable paper stock on
hand.

The Debtors will sell, convey, assign and transfer to purchaser
all of the assets, consisting of (a) the Tradenames, the Customer
Lists, the MIS Software, the Graphics Files, the Hardware and
the Approved Vendor Terms, (b) the New York Assets, (c) the New
Jersey Assets, (d) the Mailing Equipment, and (e) Paper Assets.

The Debtors relate that the purchaser also intends to hire 42 of
the Debtors' salesforce, 16 of their administrative staff and 25
of their manufacturing personnel. In addition, Purchaser has
offered employment or consulting arrangements to five of the
Debtors' insiders: Eric Bernstein, James Nicholas, David Jurist,
Alice Jurist and Gerry Ritterman.

To fund the Debtors' operations pending the asset sale, the

Debtors are also seeking approval of the terms of a consensual
cash collateral facility with HSBC Bank USA, N.A., its prepetition
lender, which asserts a claim of $9.5 million, secured by liens in
substantially all of the Debtors' assets.

The Debtors relate that all alternative bids must be submitted to
the Debtors' counsel, Halperin Battaglia Raicht, LLP, 555 Madison
Avenue, 9th Floor, New York, New York 10022, Attn: Robert D.
Raicht, Esq. and Julie D. Dyas, Esq., by a date fixed by the
Bankruptcy Court.

The Debtors propose that the Court schedule the auction and sale
hearing during the week of Oct. 19, 2009.

                         Committee Objects

The Official Committee of Unsecured Creditors in Tana Seybert and
its debtor-affiliates' Chapter 11 cases objects to the Debtors'
sale motion, relating that:

   -- the bidding procedures are not acceptable;

   -- the bidding procedures only benefit hsbc and the insiders;
      and

   -- the proposed bid procedures must be modified.

Lowenstein Sandler PC, represented the Committee.

                   About Unimac Tana Seybert LLC

Based in Carlstadt, New Jersey, Unimac Tana Seybert LLC is a
printing company that offers services for outdoor advertising,
point of purchase displays, in-store signing, direct mail
components, pharmaceutical and healthcare inserts, catalogs, and
hang tags.

                         About Tana Seybert

New York City-based Tana Seybert LLC and its affiliates filed for
Chapter 11 on Sept. 11, 2009 (Bankr. S.D.N.Y. Case No. 09-
15478).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtors in their restructuring efforts.  The Debtor
did not file a list of its 20 largest unsecured creditors when it
filed its petition.  In their petition, the Debtors listed assets
and debts both ranging from $10,000,001 to $50,000,000.


TERRI LYNN POLHERT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Terri Lynn Polhert
        2360 Golden Gate Ave
        Summerland, CA 93067

Bankruptcy Case No.: 09-23203

Chapter 11 Petition Date: October 6, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Louis J. Esbin, Esq.
                  27201 Tourney Rd., Suite 122
                  Valencia, CA 91355-1804
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252
                  Email: Esbinlaw@sbcglobal.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 $1,435,250,
and total debts of $3,019,688.

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/cacb09-23203.pdf

The petition was signed by Terri Lynn Polhert.


TETON ENERGY: Forbearance Pact Extended to October 16
-----------------------------------------------------
Effective as of September 30, 2009, Teton Energy Corporation
entered into a letter agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and certain lenders amending the Third
Amendment to the Second Amended and Restated Credit Agreement and
Forbearance Agreement which was entered into effective as of
August 26, 2009.

JPMorgan Chase and the lenders agree to forbear from exercising
their rights and remedies as a result of the Company's failure to
repay the Borrowing Base Deficiency of $8,484,296 on August 25,
2009, until 5:00 p.m., October 16, 2009 (Dallas, Texas time).

The Company, from time to time, enters into commodity hedge
agreements to mitigate a portion of the potential exposure to
adverse market changes in the prices of oil and natural gas, with
JPMorgan Chase.

The Company is also reporting that the forbearance period related
to the interest payment due on the Company's outstanding 10.75%
Senior Secured Convertible Debentures has been extended through
and including October 16, 2009.

The Company intends to continue to work with the holders of the
Debentures towards a more permanent solution, however, there can
be no assurance that the Company will be successful in doing so,
in which case the Company may, among other options, be required to
seek protection under the United States Bankruptcy Code.

                         About Teton Energy

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties.  The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming.  Teton is headquartered in Denver, Colorado.

The Company's balance sheet at June 30, 2009, showed total assets
of $60.00 million, total liabilities of $50.90 million and
stockholders' equity of about $9.10 million.


THERMOENERGY CORP: Kemp & Company Raises Going Concern Doubt
------------------------------------------------------------
Kemp & Company, a Professional Association, in Little Rock,
Arkansas, expressed substantial doubt about ThermoEnergy
Corporation'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 reported that the Company has incurred net
losses since inception and will require substantial capital to
continue commercialization of the Company's technologies and to
fund the Company's liabilities, which included $2,022,000 of
unpaid payroll taxes, $3,478,000 of convertible debt in default
(net of debt discounts of $313,000) and $3,334,000 of contingent
liability reserves at December 31, 2008.

ThermoEnergy Corporation reported a net loss of $15,736,000 on
contract and grant income of $1,730,000 for the year ended
December 31, 2008, compared with a net loss of $17,677,000 on
contract and grant income of $622,000 in 2007.

Contract and grant income increased by $1,108,000 during 2008
compared to 2007 due primarily to an increase of $981,000 in
contract income at the CASTion subsidiary.  CASTion was acquired
by the Company on July 2, 2007, and, therefore, only six months of
its revenue were included in the year ended December 31, 2007.
Grant income increased by $127,000 during 2008 compared to 2007.

At December 31, 2008, the Company's consolidated balance sheet
showed $1,035,000 in total assets and $10,457,000 in total
liabilities, resulting in a $9,422,000 stockholders' deficit.

The Company's consolidated balance sheet at December 31, 2008,
also showed strained liquidity with $554,000 in total current
assets available to pay $10,866,000 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the year ended December 31, 2008, are available for
free at http://researcharchives.com/t/s?4692

Based in Little Rock, Arkansas, ThermoEnergy Corporation  --
http://www.thermoenergy.com/-- is a diversified technologies
company engaged in the worldwide commercialization of patented
and/or proprietary municipal and industrial wastewater treatment
and power generation technologies.  The Company was founded in
1988 and underwent a name change in December 1996.

The wastewater treatment technologies are consolidated in the
Company's majority owned subsidiary, CASTion Corporation, a
Massachusetts corporation.  CASTion is a developer and
manufacturer of innovative wastewater treatment and recovery
systems to industrial and municipal clients.

The Company is also the majority owner of a patented clean energy
technology known as the ThermoEnergy Integrated Power System
("TIPS"), which converts fossil fuels (including coal, oil and
natural gas) and biomass into electricity without producing air
emissions, and at the same time removes and captures carbon
dioxide in liquid form for sequestration or beneficial reuse.  The
TIPS technology is consolidated in the Company's majority owned
subsidiary, ThermoEnergy Power Systems, LLC ("TEPS").  On
February 23, 2009, TEPS entered into a fifty-fifty (50/50) joint
venture with Babcock Power, Inc. called Babcock-Thermo Carbon
Capture, LLC ("BTCC") to commercialize the TIPS process.  BTCC
received an exclusive worldwide license to the TIPS technology and
BTCC is currently in the process of designing a zero-air
emission/carbon capture 600 Mw TIPS fossil fuel power plant.


THERMOENERGY CORP: Auditor Raised Going Concern in 2008 Results
---------------------------------------------------------------
Kemp & Company, a Professional Association, in Little Rock,
Arkansas, expressed substantial doubt about ThermoEnergy
Corporation'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 reported that the Company has incurred net
losses since inception and will require substantial capital to
continue commercialization of the Company's technologies and to
fund the Company's liabilities, which included $2,022,000 of
unpaid payroll taxes, $3,478,000 of convertible debt in default
(net of debt discounts of $313,000) and $3,334,000 of contingent
liability reserves at December 31, 2008.

ThermoEnergy Corporation reported a net loss of $15,736,000 on
contract and grant income of $1,730,000 for the year ended
December 31, 2008, compared with a net loss of $17,677,000 on
contract and grant income of $622,000 in 2007.

Contract and grant income increased by $1,108,000 during 2008
compared to 2007 due primarily to an increase of $981,000 in
contract income at the CASTion subsidiary.  CASTion was acquired
by the Company on July 2, 2007, and, therefore, only six months of
its revenue were included in the year ended December 31, 2007.
Grant income increased by $127,000 during 2008 compared to 2007.

At December 31, 2008, the Company's consolidated balance sheet
showed $1,035,000 in total assets and $10,457,000 in total
liabilities, resulting in a $9,422,000 stockholders' deficit.

The Company's consolidated balance sheet at December 31, 2008,
also showed strained liquidity with $554,000 in total current
assets available to pay $10,866,000 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements for the year ended December 31, 2008, are available for
free at http://researcharchives.com/t/s?4692

Based in Little Rock, Arkansas, ThermoEnergy Corporation  --
http://www.thermoenergy.com/-- is a diversified technologies
company engaged in the worldwide commercialization of patented
and/or proprietary municipal and industrial wastewater treatment
and power generation technologies.  The Company was founded in
1988 and underwent a name change in December 1996.

The wastewater treatment technologies are consolidated in the
Company's majority owned subsidiary, CASTion Corporation, a
Massachusetts corporation.  CASTion is a developer and
manufacturer of innovative wastewater treatment and recovery
systems to industrial and municipal clients.

The Company is also the majority owner of a patented clean energy
technology known as the ThermoEnergy Integrated Power System
("TIPS"), which converts fossil fuels (including coal, oil and
natural gas) and biomass into electricity without producing air
emissions, and at the same time removes and captures carbon
dioxide in liquid form for sequestration or beneficial reuse.  The
TIPS technology is consolidated in the Company's majority owned
subsidiary, ThermoEnergy Power Systems, LLC ("TEPS").  On
February 23, 2009, TEPS entered into a fifty-fifty (50/50) joint
venture with Babcock Power, Inc. called Babcock-Thermo Carbon
Capture, LLC ("BTCC") to commercialize the TIPS process.  BTCC
received an exclusive worldwide license to the TIPS technology and
BTCC is currently in the process of designing a zero-air
emission/carbon capture 600 Mw TIPS fossil fuel power plant.


THORNBURG MORTGAGE: Seeks to Recover Funds From 2 Former Officials
------------------------------------------------------------------
Tom Hals at Reuters reports that Thornburg Mortgage, Inc., now
known as TMST Inc., has filed a complaint in federal court to
recover funds from the Company's former CEO Larry Goldstone and
former chief financial officer Clarence Simmons, who allegedly
used company offices, assets, and payroll to launch start-up
company SAF Financial Inc.

Reuters relates that after Thornburg Mortgage's bankruptcy,
Messrs. started founding SAF Financial.

Court documents say that former executives paid themselves and
others unauthorized bonuses, contracted with vendors and booked
trips using money from Thornburg Mortgage.  According to Reuters,
Messrs. Goldstone and Simmons got a total of $232,000 in bonuses.
Reuters states that the two paid $93,000 in bonuses to other
managers of Thornburg Mortgage who were involved in the SAF
project.

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.


TRUE TEMPER: Files Prepackaged Chapter 11 Plan
----------------------------------------------
True Temper Sports Inc. filed a prepackaged Chapter 11 plan before
the U.S. Bankruptcy Court for the District of Delaware.  True
Temper will seek confirmation of the Plan, which is already
accepted by creditors, at a confirmation hearing 45 days from now.

True Temper announced on Sept. 30 that secured lenders,
bondholders and shareholders agreed on the prepackaged plan that
would reduce funded debt by 80%, from $275 million to less than
$40 million.  The plan support agreement requires True Temper to
emerge from bankruptcy by December 15.

Debt holders and stockholders are injecting $70 million cash that
will be used pay down first-lien debt totaling $105.6 million.
The remainder of the first-lien debt will be converted into a new
term loan under the plan.

The $45 million in second-lien debt is to have 11.4% of the new
stock.  Most of the remainder goes to the investors.  While trade
suppliers are to be paid in full, other unsecured creditors are to
receive nothing.  The holders of $125 million in subordinated debt
are to receive nothing on account of the debt.  The investors
providing $70 million financing for the plan hold 45.5% of the
subordinated debt.

The Debtors have approximately $275 million of indebtedness under
the first lien credit facility, second lien credit facility, and
the senior subordinated notes.  According to Jason A. Jenne, vice
president and CFO of True Temper, a series of recent and
unforeseen events severely impacted the Debtors' ability to
continue servicing their substantial indebtedness and ultimately
led to the Debtors' decision to seek to restructure through a
prepackaged chapter 11 plan of reorganization.  Those events
include: (a) the deep recession in the United States (and
international) economy, (b) the resulting deterioration in the
Debtors' financial performance in 2009, and (c) the Debtors'
defaults under the first lien credit facility, second lien credit
facility, and the senior subordinated notes

A copy of the Plan is available for free at:

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

A copy of the disclosure statement explaining in detail the terms
of the Plan is available for free at:

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

                         About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TRUMP ENTERTAINMENT: Competing Plans to Be Sent to Creditors
------------------------------------------------------------
Creditors of Trump Entertainment Resorts Inc. will be choosing
between two competing plans.  According to Bloomberg News, Judge
Judith Wizmur gave the Donald Trump-backed Debtors and their
noteholders permission to solicit acceptances for their competing
plans, after their plan outlines were approved.

The two parties have upped their restructuring proposals for Trump
Entertainment, with Donald Trump and a bank offering to pitch in
an additional $13.9 million for creditors and the noteholders
offering $50 million more in fresh capital.

Donald Trump and Beal Bank would invest $100 million, with Beal
raising the interest rate while extending the maturity of a $486
million loan from 2012 to December 2020.

As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
original plan, Donald J. Trump and BNAC, Inc., an affiliate of
Beal Bank Nevada, will invest $100 million cash in the newly
private company and become its owners.  The original plan provides
for a 94% recovery for Beal Bank, the secured creditor, and a wipe
out for lower ranked creditors.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 filed a competing plan, which originally offered a
capital contribution of $175 million in new equity capital in the
form of a rights offering backstopped by certain holders of the
Senior Secured Notes.  That plan would allow second lien
noteholders and general unsecured claimants to receive their pro
rata share of (a) 5% of the common stock of the reorganized
Debtors, and (b) subscription rights to acquire 95% of the New
Common Stock.

The second lien noteholders are offering $225 million through a
rights offering while selling one of the three casinos for $75
million to Coastal Marina LLC, a company controlled by Richard T.
Fields.  The second lien noteholders' plan would pay the first-
lien debt in full by giving them new debt plus proceeds from the
Marina sale and cash from the rights offering.  The second lien
noteholders and allowed general unsecured creditors would receive
95% of the new stock.  The participants in the $225 million rights
offering will receive 75% of the new stock while the noteholders
who will backstop the offering will receive 25% of the new stock
as backstop fee.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


U.S. DEVELOPMENT LAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: U.S. Development Land, LLC
        15990 Greenway Hayden Loop, #600
        Scottsdale, AZ 85260

Case No.: 09-25015

Chapter 11 Petition Date: October 6, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: John J. Hebert, Esq.
                  Polsinelli Shughart, P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  Email: jhebert@polsinelli.com

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

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

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


UAL CORP: Inks Common Stock Underwriting Deal with JPMorgan, et al
------------------------------------------------------------------
UAL Corporation on October 1, 2009, entered into the Common Stock
Underwriting Agreement with J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and Goldman, Sachs & Co., on behalf of
the underwriters, relating to the sale by the Company of
19,000,000 shares of its common stock, par value $0.01 per share,
at a price to the public of $7.24 per share of Common Stock.
Delivery of the Shares was made under the Common Stock
Underwriting Agreement on October 7, 2009.  The Shares were sold
pursuant to the Equity Prospectus Supplement, dated October 1,
2009, to the Prospectus, dated December 1, 2008, which forms a
part of an automatic shelf registration statement on Form S-3
(Registration No. 333-155794) of the Company filed with the
Securities and Exchange Commission on December 1, 2008.

On October 1, 2009, the Company also entered into the Notes
Underwriting Agreement with the Underwriters, relating to the sale
by the Company of $345,000,000 aggregate principal amount of 6.0%
convertible senior notes due 2029, convertible into shares of
Common Stock, including $45,000,000 aggregate principal amount of
the Notes issued pursuant to the Underwriters' exercise of the
over-allotment option.  Delivery of the Notes was made under the
Notes Underwriting Agreement on October 7, 2009.  The Notes were
sold pursuant to the Notes Prospectus Supplement, dated October 1,
2009, to the Prospectus which forms a part of the Registration
Statement.  The Notes were issued under an indenture, dated as of
October 7, 2009, between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee.

The Notes will mature on October 15, 2029.  The interest on the
outstanding principal amount of the Notes is payable semi-annually
on April 15 and October 15 of each year, beginning April 15, 2010.
The Company may redeem for cash all or part of the Notes on or
after October 15, 2014, and the Notes are subject to mandatory
redemption in certain circumstances.  In addition, holders of the
Notes have the right to require the Company to purchase all or a
portion of their Notes on each of October 15, 2014, October 15,
2019 and October 15, 2024.  The Notes are senior unsecured
obligations of the Company and will rank senior in right of
payment to the Company's existing and future indebtedness that is
expressly subordinated in right of payment to the Notes; equal in
right of payment to the Company's existing and future unsecured
indebtedness that is not so subordinated; junior in right of
payment to any of the Company's secured indebtedness to the extent
of the value of the assets securing such indebtedness; and
structurally junior to all existing and future indebtedness
incurred by the Company's subsidiaries.

The Underwriters or their affiliates have from time to time
provided or may in the future provide investment banking,
commercial banking and financial advisory services to the Company,
for which they have received or will receive customary
compensation.

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 December 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
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

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

                           *     *     *

As reported by the Troubled Company Reporter on October 6, 2009,
Fitch Ratings has assigned a rating of 'C/RR6' to UAL Corp.'s
$300 million senior convertible note issue.  The notes, which are
guaranteed by UAL's principal operating subsidiary, United
Airlines, Inc., mature in 2029 and carry a coupon of 6%.  Holders
have the right to put the notes back to the company at par on
Oct. 15, 2014 (as well as the same date in 2019 and 2024).
Holders also have the right to require repurchase of the notes at
par if the company undergoes a fundamental change, defined to
include a change in majority ownership of the company but
excluding certain restructuring events.  The Issuer Default Rating
for both UAL and United is 'CCC'.

The TCR said October 5, 2009, that Standard & Poor's Ratings
Services assigned its 'CCC' issue-level rating and '6' recovery
rating to UAL Corp.'s $175 million convertible senior notes due
2029, which the company issued as a shelf drawdown.  The '6'
recovery rating reflects negligible recovery (0-10%) in a credit
default scenario.  In addition, S&P placed the issue-level rating
on CreditWatch with negative implications, and will review it in
conjunction with S&P's resolution of the CreditWatch listing on
UAL.  S&P placed its ratings on UAL and subsidiary United Air
Lines Inc. on CreditWatch with negative implications on July 22,
2009, due to liquidity concerns.  The company will use the
proceeds from the debt issuance, along with proceeds from the
concurrent issuance of 19 million shares, for general corporate
purposes.

In addition, S&P lowered its preliminary rating on UAL's senior
unsecured shelf to 'CCC' from 'CCC+', based on S&P's analysis of
recovery prospects for senior unsecured obligations.  This rating
is also on CreditWatch with negative implications.


UAL CORP: Says EETC Offering to Generate $90MM in New Liquidity
---------------------------------------------------------------
United Airlines, a wholly owned subsidiary of UAL Corporation, has
priced its public offering of enhanced equipment trust
certificates, to refinance an existing EETC facility that covers a
number of the airline's aircraft.

The $659 million financing has an interest rate of 10.40% and a
final expected distribution date of November 1, 2016.

United intends to use the net proceeds to repay at par all of the
$568 million aggregate principal amount related to its outstanding
2001-1 EETC, and will use the approximately $90 million of
remaining net proceeds, after accounting for all transaction-
related fees and expenses, for general corporate purposes. As a
result of this transaction, principal payment obligations will be
reduced in 2010 by approximately $215 million and in 2011 by
approximately $100 million.

J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated
are acting as joint book-running managers, with Goldman, Sachs &
Co. acting as a co-manager, for the offering.

The offering was made under the Company's effective shelf
registration statement on Form S-3 previously filed with the
Securities and Exchange Commission.

A copy of the Company's free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?4693

A copy of the Company's preliminary prospectus supplement is
available at no charge at http://ResearchArchives.com/t/s?4694

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 December 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
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

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

                           *     *     *

As reported by the Troubled Company Reporter on October 6, 2009,
Fitch Ratings has assigned a rating of 'C/RR6' to UAL Corp.'s
$300 million senior convertible note issue.  The notes, which are
guaranteed by UAL's principal operating subsidiary, United
Airlines, Inc., mature in 2029 and carry a coupon of 6%.  Holders
have the right to put the notes back to the company at par on
Oct. 15, 2014 (as well as the same date in 2019 and 2024).
Holders also have the right to require repurchase of the notes at
par if the company undergoes a fundamental change, defined to
include a change in majority ownership of the company but
excluding certain restructuring events.  The Issuer Default Rating
for both UAL and United is 'CCC'.

The TCR said October 5, 2009, that Standard & Poor's Ratings
Services assigned its 'CCC' issue-level rating and '6' recovery
rating to UAL Corp.'s $175 million convertible senior notes due
2029, which the company issued as a shelf drawdown.  The '6'
recovery rating reflects negligible recovery (0-10%) in a credit
default scenario.  In addition, S&P placed the issue-level rating
on CreditWatch with negative implications, and will review it in
conjunction with S&P's resolution of the CreditWatch listing on
UAL.  S&P placed its ratings on UAL and subsidiary United Air
Lines Inc. on CreditWatch with negative implications on July 22,
2009, due to liquidity concerns.  The company will use the
proceeds from the debt issuance, along with proceeds from the
concurrent issuance of 19 million shares, for general corporate
purposes.

In addition, S&P lowered its preliminary rating on UAL's senior
unsecured shelf to 'CCC' from 'CCC+', based on S&P's analysis of
recovery prospects for senior unsecured obligations.  This rating
is also on CreditWatch with negative implications.


UTGR INC: Seeks February 28 Extension for Plan Filing
-----------------------------------------------------
UTGR Inc. is asking the Bankruptcy Court to extend its exclusive
period to file a Chapter 11 plan until February 28, 2009, Bill
Rochelle at Bloomberg News reported.

UTGR, in its extension request, tells the Court that it has
reached a preliminary agreement to end a dispute over termination
of a contract with an association of greyhound owners.  UTGR filed
for bankruptcy protection in June 2009, citing among other issues
a contract with the Rhode Island Greyhound Owners Association that
the Company claimed cost too much money.

UTGR prior to its bankruptcy filing reached an agreement on a
restructuring for its racetrack casino with holders of half the
first-lien debt and a "substantial amount" of the second-lien
obligation.  The restructuring is dependent on assistance from the
state and action by the Rhode Island legislature.  The proposed
plan would reduce debt by $290 million, and would require
$11 million in support for promotion and marketing from the state,
among other things.

                         About UTGR Inc.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano has
been tapped as claims and notice agent.  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


UVRP LLC: Files to Reorganize in Reno
-------------------------------------
UVRP LLC filed a Chapter 11 petition in Reno, Nevada.  UVRP LLC is
the developer of the University Village master planned community
in Reno.  The petition listed assets of $9.4 million against debt
totaling $17.5 million. Secured lenders are owed $6.5 million.
The firm filed for Chapter 11 on Sept. 30 (Bankr. D. Nev. Case No.
09-53451).  William D. Cope, Esq., represents the Debtor in its
restructuring effort.


VALCOM INC: Posts Revised Net Loss of $1.3MM 3rd Quarter
--------------------------------------------------------
On October 5, 2009, ValCom, Inc., filed an amended quarterly
report for the three months ended June 30, 2009.  As explained by
the Company, on August 21, 2009, the Company filed its Form 10-Q
for the period ended June 30, 2009, without the review of its
auditors, Seale and Beers, CPAs.  The Company is filing this
10-Q/A upon the completion of the review of Seale and Beers, CPAs.

As amended, ValCom, Inc., posted a net loss of $1,268,348 on
revenues of $262,692 for the third quarter ended June 30, 2009,
compared with a net loss of $141,208 on revenues of $190,961 in
the same period in 2008.  The increase in revenue was principally
due to revenues generated by MyFamilyTV.

For the nine months ended June 30, 2009, the Company posted a net
loss of $1,506,655 on revenues of $647,896, compared with a net
loss of $501,161 on revenues of $839,918 in the same period in
2008.  The Company attributed the decrease in revenue principally
to the drop in television production and advertising revenues.

Results for both the three and nine month periods ended June 30,
2009, include a $900,262 asset impairment charge related to the
Company's acquisition of FaithTV.  While the Company anticipates
future revenues and profits from the acquisition, as of June 30,
2009, the operations and results have not been adequate to support
the book value of the assets acquired, as estimated by the
Company's management at the time of purchase.  Estimates of future
sales could not be determined, and no formal appraisals of the
acquired assets were obtained.  Based on the above factors, the
Company concluded that the net book valuation of the film library,
the equipment and intangible assets totaling $900,262 could not
be fully supported and therefore as of June 30, 2009, the Company
deemed the assets impaired and wrote them off.

At June 30, 2009, the Company's consolidated balance sheet showed
$1,495,322 in total assets and $1,884,700 in total liabilities,
resulting in a $389,378 stockholders' deficit.

The Company's consolidated balance sheet at June 30, 2009, also
showed strained liquidity with $435,899 in total current assets
available to pay $1,884,700 in total current liabilities.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 21, 2009,
Moore & Associates Chartered, in Las Vegas, Nevada, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the consolidated balance sheets of
Valcom, Inc., as of Sept. 30, 2008, and 2007, and the related
consolidated statements of operations, stockholders' equity and
cash flows for the years then ended.

The auditing firm pointed to Company's significant annual losses,
which have resulted in an accumulated deficit of $17,733,106 at
Sept. 30, 2008.

                           About Valcom

ValCom, Inc., had five subsidiaries: (1) Valencia Entertainment
International, LLC; (2) Half Day Video, Inc.; (3) ValCom Studios,
Inc. (80% Equity Interest); (4) New Zoo Revue LLC (50% Interest);
(5) ValCom Broadcasting, LLC (45% Equity Interest).  The company
is a diversified entertainment company with four divisions: studio
rental, film production division, live theatre division, TV
stations and broadcasting.

The Company filed a voluntary petition for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No.
07-15984).  Joseph L. Pittera, Esq., represented the Debtor in its
restructuring efforts.  The Hon. Ernest M. Robles of the United
States Bankruptcy Court for the Central District of California
confirmed a second amended Chapter 11 plan of liquidation filed by
Valcom Inc. on June 14, 2008.  The company emerged from bankruptcy
on August 5, 2008.


VELOCITY EXPRESS: U.S. Trustee Forms Three-Member Committee
-----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors for Velocity Express Corporation and its
debtor-affiliates.

The members of the committee:

   a) City Express Courier Service
      Attn: Michael Davidson
      6931 Arlington Road #T200
      Bethesda, MD 20814
      Tel: (240) 333-7333
      Fax: (240) 333-7334

   b) Morton West LLC
      Attn: Althie Toro
      104 Fifth Avenue
      New York, NY 10007
      Tel: (646) 237-5577

   c) American Expediting Co.
      Attn: Victor Finnegan
      2215 Arch Street
      Philadelphia, PA 19103
      Tel: (215) 751-1199
      Fax: (215) 751-0503

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

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VERASUN ENERGY: Gets Court Nod to Assign Pact to RBF Acquisition
----------------------------------------------------------------
VeraSun Energy Corp. and its affiliates obtained the Court's
authority to assume a phosphorous trading agreement with the City
of St. Peter, a municipal corporation of Nicollet County,
Minnesota, and assign the agreement to RBF Acquisition V LLC.

No objections were filed to the request to assume the contract.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that after the sale of
substantially all of the Debtors' assets, RBF Acquisition
informed the Debtors that it desired to take assignment of the
Contract because it is essential to RBF's ongoing everyday
operations of the newly acquired ethanol site from the Debtors.

Mr. Chehi notes that no cure amount is owing to the Contract and
that by assuming and assigning the Contract, the Debtors will be
relieved of the obligation to make further administrative
payments associated with the Contract.


VERASUN ENERGY: Gets Court Nod to Solicit Votes on Plan
-------------------------------------------------------
Judge Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware found the disclosure statement
explaining the Chapter 11 Plan of Liquidation filed by VeraSun
Energy Corporation's and its debtor affiliates as containing
adequate information as the term is defined in Section 1125 of
the Bankruptcy Code.

Accordingly, Judge Shannon approved on September 10, 2009, the
Disclosure Statement.

All objections to the Disclosure Statement were overruled by the
Judge, however one party, Liberty Mutual Insurance Company,
withdrew its objection after the Debtors notified Liberty of
their compliance to Liberty's request to provide certain
documents.

Before the Disclosure Statement was approved, the Debtors filed a
revised Disclosure Statement to address certain revisions asked
by certain parties-in-interest.  A blackline copy of the Revised
Disclosure Statement is available for free at:

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

                     Confirmation Schedule

The last date and time by which ballots for accepting or
rejecting the Debtors' Chapter 11 Plan of Liquidation must be
received by the Voting Agent to be counted will be October 16,
2009, at 4:00 p.m.

The last date and time for filing and serving motions pursuant to
Fed. R. Bankr. P. 30 18(a) seeking temporary allowance of claims
for voting purposes will be October 5, 2009 at 4:00 p.m.

Judge Shannon sets October 23, 2009, at 10 a.m. as the Plan
confirmation hearing.  The date is to be continued, if necessary.
October 16, 2009 is the deadline for filing confirmation
objections and the Debtors will file their responses, no later
than October 21, 2009.

                       The Liquidating Plan

VeraSun Energy Corporation, its debtor affiliates, and the
Official Committee of Unsecured Creditors submitted to the U.S.
Bankruptcy Court for the District of Delaware on July 31, 2009, a
joint Chapter 11 plan of liquidation and an accompanying
disclosure statement.

The Plan provides for the distribution of substantially all of
the assets of the Debtors to various creditors and to
subsequently wind up the Debtors' corporate affairs.

A full-text copy of the Chapter 11 Liquidation Plan is available
for free at http://bankrupt.com/misc/VerSPlan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/VerSDS.pdf

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Motion to Approve Sourcegas & Valero Settlement
---------------------------------------------------------------
VeraSun Energy Corp. and its affiliates ask the Court for
authority to enter into a settlement agreement with SourceGas
Distribution LLC and Valero Renewable Fuels Company LLC pursuant
to which the Debtors and Valero will each pay $13,500 in cure
costs to SourceGas in consideration of SourceGas' agreement on a
certain contract, which was assumed and assigned to Valero.

As previously reported, the Debtors sold substantially all of
their assets to Valero.  After the transaction, SourceGas
asserted that the Debtors owe it $32,832 under an agreement,
which ASA Albion LLC, one of the Debtors, entered into with
Kinder Morgan, Inc.  The assets relating to the Agreement was
subsequently sold by Kinder Morgan to SourceGas.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that once the agreement is approved
by the Court, both SourceGas and Valero will waive any claims
against the Debtors relating to the Agreement.  He adds that no
party-in-interest would be harmed by the Settlement but rather,
the Settlement will benefit the Debtors, their estates and their
creditors because will avoid litigation and obviate the Debtors'
need to expend the significant time and other resources on the
matter.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERTEBRON INC: Cardo Medical Acquires All Assets for $1.3 Million
-----------------------------------------------------------------
Cardo Medical has acquired substantially all of the assets of
Vertebron Inc. for $1.3 million in cash.

Cardo Medical will retain 100% ownership of all Vertebron's
implant technologies for spinal surgery.  Cardo has also acquired
all intellectual property rights owned by Vertebron which includes
over 20 U.S. issued patents and patent applications.  Through a
previous licensing agreement, Cardo Medical currently markets and
distributes the PSS Pedicle Screw and SCP Cervical Pate systems.
Cardo Medical will expand its distribution domestically with this
acquisition.

Dr. Andrew Brooks, Chairman and Chief Executive Officer of Cardo
Medical, stated, "We are pleased to have been able to extend our
licensing agreement into full ownership rights of this innovative
and solid portfolio of spinal technologies.  This acquisition will
provide a great springboard to our expanding product portfolio of
innovative spinal technologies; and we look forward to a smooth
incorporation of these significant assets in the coming quarters."

Michael Kvitnitsky, President and Chief Operating Officer of Cardo
Medical, stated, "As a company, Cardo Medical is now in unique
position to build on multiple entries in many segments of the high
growth spinal market.  We are bringing the same kind of energy and
expertise we devoted to the development of our homegrown products
to extending our competitive advantage in innovation with the
Vertebron clinically successful product portfolio."

                        About Cardo Medical

Cardo Medical (OTCBB:CDOM) develops reconstructive orthopedic and
spinal surgery products through advanced engineering and focuses
on product development, marketing and distribution within the U.S.
market.  Cardo Medical's superior engineering talent closely
collaborates with leading surgeons around the country to create
products that reduce or eliminate joint pain and allow patients to
achieve more active lives.  The Company's cutting edge products
are specifically developed with patients, surgeons and OR staff in
mind and are designed to reduce operative time, enhance surgical
technique, shorten hospital stays, reduce recovery time and
improve outcomes.  Cardo Medical's product portfolio includes
devices for knee, hip, spinal fusion and motion preservation
arthroplasty and replacement, many of which have already received
FDA clearance.  Cardo Medical has a robust and innovative product
pipeline pending both USPTO and FDA submission and clearance.

                           About Vertebron

Vertebron Inc. designs, develops, manufactures, and sells spinal
implant products focused on fusion technology for the lumbar and
cervical spine as well as motion preservation technologies.

Vertebron reported it had generated approximately $11 million in
sales for 2008.

On April 21, 2009, Vertebron filed for Chapter 11 bankruptcy
protection in the District of Connecticut.  The acquisition is the
result of a Chapter 11 auction process, approved by the United
States Bankruptcy Court for the District of onnecticut.


VIASYSTEMS INC: Merix Corp. Deal Won't Affect Moody's 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service said that Viasystems' recently announced
definitive agreement to combine with Merix Corporation in a stock-
for-stock exchange will have no impact on the company's B3
corporate family rating and negative outlook.

The last rating action was on June 30, 2009, when Moody's affirmed
Viasystems' ratings and revised the outlook to negative.

Headquartered in St. Louis, Missouri, Viasystems, Inc., is a
provider of complex multi-layer printed circuit boards and
electro-mechanical solutions utilized in a variety of applications
across the automotive, telecommunications, industrial,
instrumentation, medical, consumer, computing and data
communications end markets.  The company is a supplier to over 125
OEMs as well as several Tier 1 EMS providers.  Revenues and EBITDA
(Moody's adjusted) for the twelve months ended June 30, 2009, were
$588 million and $66 million, respectively.  Pro forma for the
acquisition, combined LTM revenues were approximately
$842 million.


VIASYSTEMS GROUP: Merix Corp. Deal Won't Affect S&P's B+ Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Viasystems Group
Inc.'s announced planned cash-based acquisition of Merix Corp.
would not immediately affect its 'B+' corporate credit rating and
stable outlook on Viasystems Inc. (B+/Stable/--), the principal
operating subsidiary of Viasystems Group.

The acquisition requires consent of Merix's shareholders and
customary regulatory approval, and is likely to close by the end
of the year.  Holders of 98% of Merix's outstanding $70 million
debt have agreed to accept about 1.4 million newly issued
Viasystems shares and $35 million in cash.  The transaction does
not affect Viasystems' outstanding debt.

Viasystems provides complex multilayer, rigid printed circuit
boards used in electronic equipment.  The company's related
businesses include systems integration, board assembly, testing,
and fulfillment, with a significant manufacturing presence in
China.  Merix also provides multilayer, rigid printed circuit
boards, although the two companies' customer bases do not
significantly overlap.  Merix has a significant North American
presence for quick-turn prototype and pre-production services, and
serves the communications, networking, computing, manufacturing,
and defense industries.

The acquisition will provide a broader operational framework than
Viasystems had on a stand-alone basis.  Still, the companies'
revenues base and profitability are materially lower than they had
been before the late-2008 industry downturn.  Viasystems' debt
leverage had deteriorated to the 5.0x area from the 2.5x area
preceding the downturn.  While S&P expects the merger to be
accretive to Viasystems from an EBITDA perspective, industry
conditions remain quite challenging.  The post-merger company will
initially have substantially smaller cash balances-about
$40 million pro forma for closing of the transaction, supplemented
by an undrawn $75 million line of credit.  The line of credit will
become available concurrent with the merger, while the company
retains about $20 million availability in the recently completed
$30 million China-based revolver.


VYTERIS INC: Has Restructuring Deal with Spencer Trask
------------------------------------------------------
Vyteris, Inc., as part of its strategy to restructure its balance
sheet, entered into a Restructuring Agreement on October 1, 2009,
with Spencer Trask Specialty Group, LLC, and certain affiliated
entities.  The principal terms of the Restructuring Agreement are:

     1. The principal amount of all indebtedness and accrued and
        unpaid interest thereon owed by the Company to STSG in
        excess of $2,000,000 -- Remaining Debt -- and all Series B
        Convertible, Mandatorily Redeemable Preferred Stock of
        Vyteris owned by STSG will be converted into common stock
        of the Company at the time of a equity related financing
        transaction entered into by the Company on or before
        December 31, 2009 in an amount of at least $1,000,000 --
        Qualified Financing.  The conversion price is 100% in
        excess of the price at which equity securities are sold in
        the Qualified Financing, or if the Qualified Financing
        involves the sale of debt or equity related securities,
        100% in excess of the conversion price of such debt or
        equity related securities.  The approximate amount of debt
        and accrued and unpaid interest that would be converted is
        $9,400,000, and the approximate conversion value of the
        Preferred Stock that would be converted is $10,500,000.

     2. The Remaining Debt shall be evidenced by a promissory note
        with a term of three years from the date of initial
        closing of a Qualified Financing (or, if debt issued in
        connection therewith has a term shorter than three years,
        it would terminate simultaneously therewith) with interest
        accruing at the rate of 6% per year.  The Note is secured
        by a lien on the Company's assets, subordinate to the lien
        of any existing creditors that have a lien senior to that
        of STSG and to any liens resulting from a Qualified
        Financing.  The Remaining Debt is to be prepaid with 50%
        of the net proceeds from any Qualified Financing or other
        sale of equity or equity related securities by the Company
        in excess of $5,000,000 during the term of the Note.

A full-text copy of the Restructuring Agreement between the
Company and Spencer Trask Specialty Group, dated October 1, 2009,
is available at no charge at http://ResearchArchives.com/t/s?4690

Vyteris, Inc., holds approximately 50 U.S. patents relating to the
delivery of drugs across the skin using a mild electric current
and operates in one business segment.  The Company is pursuing
peptide and small molecule opportunities through, among other
things, drug development partnerships.

As of June 30, 2009, the Company had $1,051,443 in total assets
and $35,151,494 in total liabilities, resulting in $34,100,051 in
stockholders' deficit.

The Company said the report of the independent registered public
accounting firm relating to the audit of the Company's
consolidated financial statements for the year ended December 31,
2008, contains an explanatory paragraph expressing uncertainty
regarding the Company's ability to continue as a going concern
because of its operating losses and its continuing need for
additional capital.  The Company said failure to obtain financing
will require management to substantially curtail, if not cease,
operations, which will result in a material adverse effect on the
financial position and results of operations of the Company.


VYTERIS INC: Inks Settlement and Release with Landlord
------------------------------------------------------
Vyteris, Inc., on September 30, 2009, entered into a Settlement
and Release Agreement with 17-01 Pollitt Drive, L.L.C., with
respect to its former leasehold at 17-01 Pollitt Drive, in Fair
Lawn, New Jersey, which is the additional leased space which the
Company previously vacated.

The Settlement Agreement calls for:

     1. The Company to pay Landlord $500,000, which is evidenced
        by the issuance of a five-year interest only balloon note
        with interest accruing at the rate of 6% per year.  If the
        Company receives its Phase III milestone payment from
        Ferring Pharmaceuticals, Inc., repayment is accelerated to
        no later than 30 business days from the date of receipt of
        the milestone payment.  Upon a default by the Company
        under this promissory note, the principal amount is
        increased to $600,000.  The note is convertible at the
        Landlord's sole discretion into unregistered common stock
        of the Company at the conversion price of $1.50 per share.

     2. The Landlord to release the Company from its obligations
        under the lease between Landlord and the Company, dated
        December 14, 2004, covering 17-01 Pollitt Drive, Fair
        Lawn, New Jersey.  Due to the lease, the Company
        previously had approximately $2,455,000 of accrued
        restructuring liability and accounts payable on its
        consolidated balance sheet as of September 30, 2009, and
        the termination of the lease is a significant next step in
        its restructuring project.

A full-text copy of the Settlement Agreement between Registrant
and 17-01 Pollitt Drive, L.L.C., dated September 30, 2009, is
available at no charge at http://ResearchArchives.com/t/s?4691

Vyteris, Inc., holds approximately 50 U.S. patents relating to the
delivery of drugs across the skin using a mild electric current
and operates in one business segment.  The Company is pursuing
peptide and small molecule opportunities through, among other
things, drug development partnerships.

As of June 30, 2009, the Company had $1,051,443 in total assets
and $35,151,494 in total liabilities, resulting in $34,100,051 in
stockholders' deficit.

The Company said the report of the independent registered public
accounting firm relating to the audit of the Company's
consolidated financial statements for the year ended December 31,
2008, contains an explanatory paragraph expressing uncertainty
regarding the Company's ability to continue as a going concern
because of its operating losses and its continuing need for
additional capital.  The Company said failure to obtain financing
will require management to substantially curtail, if not cease,
operations, which will result in a material adverse effect on the
financial position and results of operations of the Company.


WABASH NATIONAL: Cautiously Optimistic About 2010 Demand Recovery
-----------------------------------------------------------------
Management of Wabash National Corporation said the Company is well
positioned to manage through the current industry cycle and
deliver sustainable profitability over the long-term.  In a
presentation to investors, management said the Company:

   -- has strong value proposition and unmatched suite of products
      with #1 position in North American trailer market;

   -- has strong customer relationships;

   -- is implementing cost control and efficiency improvements
      while right-sizing the business to match current demand; and

   -- has a three-year revolving credit facility with capacity of
      up to $100 million and completed a $35 million preferred
      share sale.

The Company is cautiously optimistic about demand recovery in
2010.

Wabash National said 2010 total trailer shipments are expected in
the range of 88,000 to 116,000 units.  The Company expects double
digit year-over-year growth forecast through 2013, and replacement
demand is estimated at 175,000 to 200,000 trailers in a normal
year.  The Company expects 2009 trailer orders between 11,000 and
13,000.

A full-text copy of updated slides for use in connection with
investor presentations is available at no charge at:

               http://ResearchArchives.com/t/s?468f

As reported by the Troubled Company Reporter, Wabash on July 17,
2009, entered into a Third Amended and Restated Loan and Security
Agreement, which was effective August 3, 2009, with Bank of
America, N.A., as a lender and as agent and the other lender
parties. The Credit Agreement has a maturity date of August 3,
2012.  The Amended Facility has a capacity of $100 million,
subject to a borrowing base, and borrowings outstanding totaled
$25.5 million at August 3, 2009.  The lenders waived certain
events of default that had occurred under the previous credit
facility and waived the right to receive default interest during
the time the events of default had continued.

                       About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WARNER CHILCOTT: S&P Withdraws 'B+' Rating on $450 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Rating Service announced that it has withdrawn
its 'B+' issue-level and '6' recovery rating on specialty
pharmaceutical company Warner Chilcott Corp.'s proposed
$450 million of senior unsecured notes.  Warner Chilcott instead
upsized its term loan B by $450 million to $1.950 billion, from
$1.5 billion.  All other ratings remain unchanged.  Warner
Chilcott Corp. is a wholly owned subsidiary of specialty
pharmaceutical company Warner Chilcott plc.

                           Ratings List

                       Warner Chilcott Corp.

       Corporate Credit Rating                 BB/Stable/--

                         Senior Secured

         US$1.95 bil fltg rate bank ln ser due 2015    BB+
           Recovery Rating                             2

                         Rating Withdrawn

                         Senior Unsecured

                                           To                From
                                           --                ----
  US$450 mil 8.75% nts ser due 2017        NR                B+
   Recovery Rating                         NR                6


WASHINGTON MUTUAL: Gets Court Nod for Bingham as Tax Counsel
------------------------------------------------------------
Washington Mutual Inc. and its affiliates obtained approval from
the Bankruptcy Court to hire Bingham McCutchen LLP as their
special tax counsel, nunc pro tunc to August 1, 2009.

The Debtors relate that in November 2008, they were authorized to
retain McKee Nelson LLP as their special tax counsel for tax
controversy matters.  Bingham merged with McKee in August 2009.
As a result, all of McKee attorneys who previously represented
the Debtors in their Chapter 11 cases will continue to represent
the Debtors as partners or employees of Bingham.

Specifically, prior to the Petition Date, McKee represented the
Debtors in connection with tax controversy matters with the
Internal Revenue Service relating to (i) the management of tax
audit of a cross-border financing transaction within 2004 and
2005, and (ii) an audit and administrative appeal of certain
partnership tax issues within 2001 to 2003.  After the Petition
Date, McKee continued to represent the Debtors in relation to,
and became familiar with, the Debtors' tax and controversy
matters.

Given their long-standing engagement with McKee, it is
appropriate for the Debtors to engage Bingham -- in light of the
McKee-Bingham Merger -- to continue to perform legal services
pertaining to the specialized nature of the Debtors' intricate
tax issues and business operations.

The Debtors will pay Bingham's professionals in accordance with
these hourly rates:

     Designation                    Hourly Rate
     -----------                    -----------
     Partners and Of counsel        $605 - $995
     Associates and Counsel         $300 - $590
     Paraprofessionals              $215 - $305

Bingham will also be reimbursed for its necessary out-of-pocket
expenses.

Rajiv Madan, Esq., a partner at Bingham, assures the Court that
his firm does not hold or represent an interest adverse to the
Debtors' estates.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: JPMorgan Gets OK to Intervene in FDIC Suit
-------------------------------------------------------------
Law360 reports that the court overseeing Washington Mutual Inc.'s
suit against the Federal Deposit Insurance Corp. over the
$1.9 billion sale of WMI's banking operations to JPMorgan Chase &
Co. has allowed JPMorgan to intervene as a defendant in the case,
rejecting the argument that the automatic stay from WMI's
bankruptcy case barred JPMorgan from getting involved in the suit.

                     Key Lawsuits Among Parties

Washington Mutual filed a suit in March against the FDIC before
the U.S. District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

In April 2009, JPMorgan, which acquired Washington Mutual Bank,
filed in the Bankruptcy Court a complaint against Washington
Mutual and WMI Investment Corp., and Federal Deposit Insurance
Corporation, seeking (i) to ensure that it is not divested of the
assets and interests purchased in good faith from the FDIC, as
receiver for WMB; and (ii) for indemnification and recovery
against the Debtors for certain liabilities that may be asserted
against JPMorgan, as successor by merger to WMB, pursuant to a
Purchase and Assumption Agreement dated September 25, 2008, with
the FDIC.

In mid-April 2009, Washington Mutual countered with its own
lawsuit against JPM in the Bankruptcy Court, seeking recovery of
$4 billion it was holding in deposit accounts at its bank
unit when the thrift unit was taken over in September by the
FDIC and immediately transferred to JPMorgan Chase & Co.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WATER PIK: Moody's Upgrades Corporate Family Ratings to 'B2'
------------------------------------------------------------
Moody's Investors Service upgraded Water Pik, Inc.'s corporate
family and probability-of-default ratings to B2 from B3, and the
second lien term loan to Caa1 from Caa2.  Moody's also affirmed
the B1 rating on the company's first lien senior secured credit
facilities.  The upgrade of the corporate family rating reflects
Water Pik's favorable operating performance and improvements in
credit metrics since the original rating was assigned in May 2007.
The upgrade also considers the company's good liquidity profile,
which is supported by a large cash balance and meaningful cushion
under financial covenants.  Notwithstanding these positives, the
rating is restrained by the company's modest scale, niche focus,
and the continued challenging retail environment.  The ratings
outlook is stable.

These ratings were upgraded:

* Corporate family rating to B2 from B3;

* Probability-of-default rating to B2 from B3;

* $35 million second lien senior secured term loan due 2014 to
  Caa1 (LGD5, 85%) from Caa2 (LGD5, 84%).

These ratings were affirmed:

* $15 million senior secured revolving credit facility due 2013 at
  B1.  Point estimate revised to (LGD3, 34%) from (LGD3, 33%);

* $59 million first lien senior secured term loan due 2014 at B1.
  Point estimate revised to (LGD3, 34%) from (LGD3, 33%).

The last rating action was on November 4, 2008, when Moody's
changed Water Pik's ratings outlook to positive from stable and
affirmed the B3 corporate family rating.  Moody's also affirmed
the B1 rating on Water Pik's first lien senior secured credit
facilities and the Caa2 rating on its second lien term loan.

Headquartered in Fort Collins, Colorado, Water Pik, Inc., sells
dental water jets, power flossers, automatic toothbrushes,
professional dental products, and replacement showerheads through
its oral healthcare and showerhead divisions.


WEATHERSFIELD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Weathersfield Management, LLC
           fka Accuforce Staffing Services, LLC
        P.O. Box 599
        Kingsport, TN 37662

Bankruptcy Case No.: 09-52756

Chapter 11 Petition Date: October 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips

Debtor's Counsel: Dean B. Farmer, Esq.
                  Hodges, Doughty & Carson PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  Email: dfarmer@hdclaw.

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
$5,971,959, and total debts of $6,110,016.

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

          http://bankrupt.com/misc/tneb09-52756.pdf

The petition was signed by Larry Nunley, president and chief
manager of the Company.


WEST CORPORATION: Public Offering Won't Affect Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service stated that it does not expect to take
any immediate rating action following West Corporation's
announcement that it has filed for an initial public offering of
its common stock.  West indicated in its Form S-1 filing that it
intends to use part of the net proceeds from the offering to repay
or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West is a leading provider of business
process outsourcing services.  West has a B2 Corporate Family
Rating and a stable rating outlook.


WESTFALL TOWNSHIP: Board of Supervisors Block 1% Income Tax
-----------------------------------------------------------
Stephen Sacco at Times Herald-Record reports that Westfall
Township's Board of Supervisors has unanimously voted down a
proposal to examine a 1% tax on earned income after residents
objected to the tax.  According to Times Herald-Record, homeowners
are looking at a proposed 7.35% tax increase to pay off the
settlement with developer David Katz, which will come to about
$200 per homeowner.  The income tax was aimed to offset the burden
on homeowners, says Times Herald-Record.  The report states that
under the settelemtn, Westfall Township must pay Mr. Katz $300,000
per year in four quarterly installments of $75,000 for the next 20
years.

Westfall Township filed its Chapter 9 petition on April 10, 2009
(Bankr. M.D. Pa. Case No. 09-02736).

The primary purpose of Chapter 9 is to allow the municipality to
continue its operations and its provision of services while it
adjusts or restructures creditor obligations.  In a Chapter 9
case, the jurisdiction and powers of the bankruptcy court are
limited such that the court may not interfere with any of the
political or governmental powers of the municipality, or the
municipality's use or enjoyment of any income-producing property.


WOODY HARRELL MEDLOCK: Case Summary & 11 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Woody Harrell Medlock, Sr.
                  dba Murfreesboro Ambulance Services
               Kathy Diane Medlock
               4428 Lascassas Highway
               Murfreesboro, TN 37130

Bankruptcy Case No.: 09-11456

Chapter 11 Petition Date: October 6, 2009

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

Judge: Keith M. Lundin

Debtors' Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  Email: paulejennings@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
$1,302,704, and total debts of $1,680,144.

A full-text copy of the Debtors' petition, including a list of
their 11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb09-11456.pdf

The petition was signed by the Joint Debtors.


YOURDAY INC: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: YourDay, Inc.
        c/o Masud & Co.
        60 State St., Suite 700
        Boston, MA 02109

Case No.: 09-19581

Chapter 11 Petition Date: October 7, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: Robert Masud, Esq.
            Masud & Associates
            60 State Street, Suite 700
            Boston, MA 02109
            Tel: (617) 720-1100

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

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

The petition was signed by Olivery Iny, the company's president.


ZUPEK'S INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Zupek's Inc.
           aka Irvine Ranch Market
           aka Original Irvine Ranch Market
        2651 Irvine Ave J-1A1
        Costa Mesa, CA 92627

Bankruptcy Case No.: 09-20745

Chapter 11 Petition Date: October 6, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Roger J. Plasse, Esq.
                  16152 Beach Blvd, Suite 250
                  Huntington Beach, CA 92647
                  Tel: (714) 375-5898
                  Fax: (714) 375-6110

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

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

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

             http://bankrupt.com/misc/cacb09-20745.pdf

The petition was signed by Yuiko David Wong, president of the
Company.


* Bank Failures Drive Record Mortgage-Related Closings
------------------------------------------------------
Driven by nearly 100 bank failures so far this year, mortgage-
related failures and closings have already exceeded the total for
all of last year and are within two failures of a record.

From Jan. 1 through Oct. 2, there have been 164 mortgage-related
firms that have either collapsed or been shut down, according to
the Mortgage Graveyard -- a journal of failed lenders that is
maintained by MortgageDaily.com.

During all of 2008, a revised 124 mortgage-related firms either
failed or were closed down.

The increased activity is attributable to a burst of bank
failures. As of Friday, 98 federally insured institutions have
failed this year -- nearly 300 percent higher than in all of 2008.

Mortgage-Related Closures

                               2009           2008
    Company Type          (through 10/2)   (full-year)
    ------------          --------------   -----------
    non-banks                   53             85
    banks                       98             25
    credit unions               13             14
         Total                 164            124

The number of mortgage-related closings in 2007 was a revised 165,
the highest level since MortgageDaily.com began tracking failed
lenders in 1998.  But 2007's activity included only three banks.

Among this year's biggest failures have been BankUnited, FSB,
which failed in May; Guaranty Bank, which was seized in August;
and Taylor, Bean and Whitaker Mortgage Corp., which collapsed
after it was suspended by FHA, Freddie Mac and Ginnie Mae in
August.

"We are likely to see 2009's mortgage-related closings rise to
more than 200 firms by the end of the year," said
MortgageDaily.com Founder and Publisher Sam Garcia.  "Based on the
rising number of regulatory orders being issued against financial
institutions -- the pace of bank failures is likely to get worse
before improving."

Last month, MortgageDaily.com tracked more than 100 regulatory
actions against U.S. financial institutions -- including 56 cease-
and-desist orders and 27 removal-and-prohibition orders.

Because of the rapid pace of bank failures, the Federal Deposit
Insurance Corporation -- which insures bank deposits -- is
proposing to collect three years of risk-based assessments in
advance this year so that its Deposit Insurance Fund has enough
capital to handle upcoming failures.

Complete details about all failed companies are available at:

   http://www.MortgageDaily.com/MortgageGraveyard.asp?spcode=pr

                 About MortgageDaily.com

Founded in 1998, MortgageDaily.com is a dominant online source of
mortgage news for the mortgage industry.  Around 1 million news
pages are viewed monthly at MortgageDaily.com and affiliated
publications.

    CONTACT:
    Sam Garcia
    SamGarcia@MortgageDaily.com
    214.521.1300
    3811-700 Turtle Creek Blvd.
    Dallas, TX 75219


* Debt-Market Paralysis Deepens Credit Drought
----------------------------------------------
ABI reports that the continued disarray in debt-securitization
markets, which in recent years were the source of roughly 60
percent of all credit in the United States, is making loans scarce
and threatening to slow the economic recovery.


* Fed Scrutinizes Effects of Commercial Real Estate Downturn
------------------------------------------------------------
Banks in the U.S. "are slow" to take losses on their commercial
real estate loans being battered by slumping property values and
rental payments, according to a Federal Reserve presentation to
banking regulators last month.


* SEC Says Frank's Derivatives Plan May Leave "Regulatory Gaps"
---------------------------------------------------------------
ABI reports that a Securities and Exchange Commission official is
set to testify that Rep. Barney Frank's (D-Mass.) proposed
overhaul of derivatives regulation may leave gaps in oversight and
weaken the SEC's power to police fraud and manipulation.


* Clear Thinking Group LLC Partner Resigns
------------------------------------------
Joseph Myers, a Clear Thinking Group LLC Partner and leader of the
firm's Creditor Rights Services group, announced today that he
intends to retire from those roles at the end of 2009.  To ensure
a smooth transition for the firm's Creditor Rights Services
clients, Clear Thinking Group has named Dorene Robotti, Managing
Director, as leader of the group.  In her new role, Ms. Robotti
will assume the management of Clear Thinking Group LLC's Creditor
Rights Services group; effective immediately.

Mr. Myers has had a brilliant 40 year business career serving in
various managerial and executive positions, with companies such as
Warnaco, Polo Ralph Lauren, Jim Walter Corporation, AGX
Corporation, and Beach Patrol, prior to joining the Clear Thinking
Group in 2002.  Since becoming a Partner with the Clear Thinking
Group, he has served in many capacities, often being appointed as
Plan Administrator and Liquidation Trustee for bankruptcy post
confirmation assignments.  Stuart Kessler, President of Clear
Thinking Group LLC stated, "Joe has been a pivotal part of our
firm for a number of years.  We will miss his experience, his
wisdom, and his guidance as a Partner and leader of Creditor
Rights Services.  We wish him well in moving forward with this
stage of his life."

Dorene Robotti has been part of the Clear Thinking Group Creditor
Rights team since 2004.  Ms. Robotti brings over 25 years of
experience in corporate, labor and bankruptcy law to her position,
including 16 years as Vice President, Legal and Chief Labor
Counsel for Ames Department Stores. She has also served as General
Counsel and Chief Human Resources Officer for several start-up
companies.  Ms. Robotti is a member of the American Bankruptcy
Institute and the Women's Insolvency & Restructuring
Confederation, and is on the Board of Directors for the
Connecticut Turnaround Management Association.

"We are excited to have someone with Dorene's experience,
knowledge, and passion, lead this part of our practice. While she
is filling very large shoes, we are confident she will lead our
team to provide excellent service to our client base," said Stuart
Kessler.

               About Clear Thinking Group

Clear Thinking Group is a national business advisory firm, where
executive level professionals and their teams provide a unique
perspective on business opportunities and challenges in a variety
of industries such as: consumer product manufacturing,
distribution, retail, textiles, and staffing services.  Clear
Thinking Group provides the research, planning and implementation
that clients need at a moment's notice with careful, clear
thinking.


* Goldman Sachs Assistant Gen. Counsel Joins Chadbourne & Parke
---------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed
that Richard Ross has joined the Firm as counsel in the corporate
practice.  He will be located in the Firm's New York office.

Prior to joining Chadbourne, Mr. Ross was a Vice President &
Assistant General Counsel in Merchant Banking Legal for Goldman,
Sachs & Co. in New York.  While at Goldman Sachs, his work
included advising on transactions involving infrastructure and
real estate assets.

"Richard has a wide range of legal experience in the corporate,
investment banking and financial services areas that will be of
great benefit to our clients," said Chadbourne Managing Partner
Charles K. O'Neill.  "We welcome him to the Chadbourne team."

"Richard's experience with the Merchant Banking Legal team at
Goldman Sachs and his strong M&A experience will be invaluable to
Chadbourne," added Corporate Practice Head Allen Miller.

Before he joined Goldman Sachs, Mr. Ross was a senior associate in
the mergers and acquisitions practice at Skadden, Arps, Slate,
Meagher & Flom LLP.  In that capacity, Mr. Ross represented
clients in public and private company M&A matters, including
hostile and restructuring transactions.

Among the types of transactions Mr. Ross has worked on in both his
in-house and law firm positions are those in the toll roads,
ports, rails and regulated utilities sectors as well as proxy
contests, spin-offs and private equity deals.

Mr. Ross received a J.D. from Cornell Law School and an M.B.A.
from the Johnson Graduate School of Management at Cornell
University, both in 1999.  Additionally, he received his B.S. from
the University of California, Berkeley in 1984, and an M.A. from
Stanford University in 1993.

                About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com.-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia, the
Middle East and Latin America.  The Firm has offices in New York,
Washington, DC, Los Angeles, Mexico City, London (a multinational
partnership), Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai
and Beijing.


* Sage Holdings Acquires Donlin Recano
--------------------------------------
Sage Holdings has acquired Donlin, Recano & Company, Inc., a
Chapter 11 claims and noticing agent.  DRC will continue to
provide claims administration and noticing support services to its
clients, partnered with the expanded operating platform provided
by Sage Holdings and its subsidiaries, such as D. F. King & Co.,
Inc., a leading independent proxy solicitation firm with offices
in New York and London.

DRC's services include pre-Chapter 11 filing preparation, Chapter
11 noticing solutions, claims management, balloting and
distribution services.  DRC also provides information support
services to committees of unsecured creditors appointed in Chapter
11 cases.

Dr. Oliver Niedermaier, President and Chief Executive Officer of
Sage Holdings, commented: "With this acquisition, Sage Holdings
has extended its offerings to include the full range of services
required by companies at all stages of the bankruptcy process.
This is a high-growth area for our business."

Based in New York and Chicago, DRC uses proprietary technologies
to organize and guide clients through the bankruptcy process, a
service which is now enhanced by, among other things, the expanded
printing, call center and technology platforms offered by Sage
Holdings companies.

Louis A. Recano, Chief Executive Officer of DRC, commented:
"Becoming part of the Sage Holdings family will bring important
and significant benefits to our current and future clients. Our
new sister companies have tried-and-tested communications
platforms for large-scale projects, along with extensive
experience and skill in preserving brand, management and corporate
integrity on a global basis, all of which complements our
expertise in bankruptcy management services, while reinforcing our
long-standing commitments to efficiency and client service."

Peter C. Harkins, President and Chief Executive Officer of D. F.
King & Co., Inc., commented: "In addition to the experience and
skill of DRC's professionals, clients of DRC will now enjoy
immediate access to D. F. King's integrated information
technology, financial printing, material distribution and call
center services, along with our investor and creditor
identification, financial communications and vote solicitation
services, on the scale required to maximize efficiencies in the
bankruptcy process."

Media Inquiries:

    For Sage Holdings
    Michael Henson
    Telephone: +1 (212) 889-4350
    E-mail: mhenson@sageholdings.com

    For Donlin, Recano & Company, Inc.
    Scott Y. Stuart, Esq.
    Telephone: +1 212 481-1411
    E-mail: sstuart@donlinrecano.com

                    About Sage Holdings:

Sage Holdings -- http://www.sageholdings.com/--  is the leading
global financial communications and stakeholder management firm.
Formed in 2007, with private equity backing from The Riverside
Company (http://www.riversidecompany.com),Sage Holdings companies
include: Capital Precision, a capital markets intelligence
specialist (www.capitalprecision.com); M:Communications, Europe's
fastest growing financial communications consultancy
(http://www.mcomgroup.com/);Hallvarsson & Halvarsson, the top-
ranked Scandinavian financial communications firm
(http://www.halvarsson.com/);Broadgate Consultants, a Wall Street
investor and financial media relations consultancy
(http://www.broadgate.com/);D. F. King, a leader in corporate M&A
transactions, proxy solicitation and related stakeholder services
in the U.S. and Europe (http://www.dfking.com/);Donlin Recano, a
leading Chapter 11 claims and noticing agent
(http://www.donlinrecano.com/);and Taylor Rafferty, a leading
international investor relations firm with offices in New York,
Europe and Asia (http://www.taylor-rafferty.com/). With offices
in New York, London, Dubai, Munich, Stockholm and Hong Kong, Sage
Holdings serves over 1,000 public companies, mutual fund families
and private equity clients and employs over 350 professionals
supported by ~1,400 call center employees.

Sage Holdings is structured along three business segments:
consulting; analytics and technology; and stakeholder fulfillment.
Sage Holdings has built an international business of substantial
value in these areas and expects to continue growing through
further complementary acquisitions in each of the world's major
financial centers.


* SecondMarket Acquires InsideVenture
-------------------------------------
SecondMarket has acquired Menlo Park-based InsideVenture, a
facilitator of financing for late-stage private companies.  With
this announcement, SecondMarket will add a capital introduction
service to its robust secondary market for private company stock.
As part of the transaction, SecondMarket also announced the
opening of its Silicon Valley office.

"This is an exciting acquisition for SecondMarket as we look to
expand our position as the leading marketplace for private company
stock," said SecondMarket CEO Barry E. Silbert.  "InsideVenture's
ability to match exciting, venture-backed companies with
investment banks and top-tier investors adds an important capital
introduction service to SecondMarket's leading secondary program,"
added Mona DeFrawi, founder and CEO of InsideVenture.

As part of the acquisition, New Enterprise Associates, Inc. and
SVB Financial Group will both take equity stakes in SecondMarket.
The specific terms of the deal were not disclosed.

"We are thrilled to be involved with an innovative company like
SecondMarket that is bringing much-needed liquidity to venture-
backed companies and their investors," said Chuck Newhall, General
Partner and Co-Founder of NEA.  "This acquisition allows private
companies to benefit from SecondMarket's secondary expertise along
with InsideVenture's success in connecting late-stage companies to
capital from high-value investors."

Launched earlier this year, the SecondMarket private company
program, which allows companies to control the secondary market
for their own shares, has garnered significant support from both
entrepreneurs and the venture capital community.  "We have
monitored this market closely, and SecondMarket has clearly
emerged as the industry expert," said Mark Heesen, President of
the National Venture Capital Association.  "We believe that
SecondMarket has the right model to help fill the gap that exists
in the capital formation process as a result of the systemic
issues that have arisen in the public markets over the past
decade."

SecondMarket has facilitated over $1 billion in transactions in
2009, including tens of millions of dollars of transactions in
leading private companies, and nearly 20 companies have already
signed up for its private company program.  Currently SecondMarket
has over $200 million in private company stock available for sale.

"We have been extremely successful in working directly with
companies and their shareholders to facilitate secondary
liquidity," said SecondMarket's Silbert.  "With our acquisition of
InsideVenture, we are adding the primary raise piece that is so
critical for fast growing companies.  We look forward to working
with investment banking advisors, the country's top venture
capitalists and asset managers to help private companies finance
their growth and development."

In addition to private company stock, SecondMarket has established
itself as the leading centralized marketplace for a variety of
assets, including limited partnership interests, auction-rate
securities, bankruptcy claims, residential and commercial
mortgage-backed securities, collateralized debt obligations,
warrants/restricted stock in public companies and whole loans.

                       About SecondMarket

Founded in 2004, New York-based SecondMarket is the world's
largest marketplace for illiquid assets, such as auction-rate
securities, bankruptcy claims and restricted securities in public
companies. SecondMarkets online trading platform has more than
1,500 members, including global financial institutions, hedge
funds, private equity firms, mutual funds, and other institutional
and accredited investors that collectively manage over
$250 billion in assets available for investment. SecondMarket is a
wholly owned division of Green Drake, Inc. (Member FINRA/SIPC).


* Thomas Walper Rejoins Munger, Tolles & Olson Bankruptcy Group
---------------------------------------------------------------
Thomas B. Walper, a senior bankruptcy lawyer and restructuring
professional, has rejoined Munger, Tolles & Olson as a partner.
For the past two years, Mr. Walper has been head of corporate
restructuring for investment firm Plainfield Asset Management in
Greenwich, Conn. Prior to that, Mr. Walper had been a partner at
Munger, Tolles & Olson for 16 years.

"Tom's business experience and his years of bankruptcy practice
make him an invaluable addition to our bankruptcy and
reorganization practice," said Sandra Seville-Jones, co-managing
partner of Munger, Tolles & Olson.  "We are fortunate to welcome
back an MTO veteran in a critical practice area given the
difficult economy."

While at MTO, Mr. Walper played a significant role in many of the
country's largest chapter 11 cases and restructurings, including
Refco, Calpine, Pacific Gas & Electric, Southern California
Edison, Kmart, United Airlines, Southern Pacific Funding,
California Power Exchange and Coho Energy.   Mr. Walper was the
lead bankruptcy counsel for Berkshire Hathaway Inc. for several
years representing them in connection with the Enron, FINOVA
Group, Fruit of the Loom, Oakwood Homes, and USG Corporation
bankruptcy cases.  At MTO, Mr. Walper's practice will include the
representation of debtors, creditors, creditors' committees,
unsecured creditors, and boards of directors, as well as the
representation of acquirers and sellers of financially troubled
companies, both in and outside of bankruptcy.

"I am invigorated to come back to the practice of law with the
significant experiences I have gleaned from my role as a buy-side
principal," Mr. Walper said.  "The current economic conditions
have led to some of the most sophisticated and challenging
bankruptcy work the industry has seen, and I am looking forward to
helping our clients in these complex times."

At Plainfield, Mr. Walper contributed to the analysis and
underwriting of investments in distressed securities and private
transactions and developed and implemented both consensual and
litigated exit strategies for distressed private and public
investments.  In this role, he acted as a principal representative
on numerous formal and informal creditors committees.  Mr. Walper
first joined MTO in 1991, after serving as a partner in Stroock &
Stroock & Lavan's bankruptcy group.

Mr. Walper has twice been recognized by Turnarounds and Workouts
magazine as one of the country's top 12 bankruptcy lawyers.


* BOOK REVIEW: Unique Value: The Secret of All Great Business
               Strategies
-------------------------------------------------------------
Andrea Dunham and Barry Marcus, with Mark Stevens and Patrick
Barwise
Publisher: Beard Books
Softcover: 303 pages
List Price: $34.95
by Henry Berry

"Never stop leveraging what you do uniquely well," the authors
advise.  Every good manager knows how to leverage business
strengths.  The challenge is identifying a corporation's unique
value; which is, in most cases, an interrelated set of strengths.
This 1993 reprint instructs the reader on the process and method
for determining unique value: how to recognize it, how to
inculcate it into the corporate culture, and how to keep it in
focus and preserve it during changing business conditions.

Employing charts and diagrams, Ms. Dunham and Mr. Marcus
illustrate their trademarked Unique Value = ROI Model.  ROI --
return on investment -- is a familiar business ratio.  However, it
is not ordinarily linked to something called "unique value."  The
authors make a compelling argument that the two are related.  In
fact, a case can be made that nearly every business achieves its
ROI from its unique value.  With Ms. Dunham and Mr. Marcus
offering this new perspective on ROI, one quickly realizes that
unique value (and ROI) is a function of marketing, customer
relations, strategic planning, and other less tangible factors.
The reader draws the conclusion that ROI is as much a result of
image or market presence as it is financial planning and
management.

The Unique Value Model is best seen as a pyramid with the
"informing concept" of unique value at its peak.  The pyramid has
four bases: Consumer/Customer, Business Systems and Skills,
Product/Technology, and Competition.  These are the four major
interrelated factors of any business organization.  The authors
posit that each of these factors must be "analyzed, structured,
and fully understood" for the Unique Value = ROI Model to be
informative and effective.

Unique value is ultimately concerned with decision-making and
operations.  This is what Mr. Marcus and Ms. Dunham mean by their
advice to "never stop leveraging what you do uniquely well."  The
authors demonstrate how corporate leaders can apply their
knowledge of unique value to shape employee activity and
interactions with customers and clients, plan marketing campaigns,
decide upon the content and style of advertising, follow closely
what certain competitors are doing, look for profitable
acquisitions, and adroitly manage all the other activities upon
which the success of the corporation depends.  Mid- and lower-
level employees may not even know there is a core concept of
unique value; but they will be a part of its embodiment from the
leadership of executives and managers.

IBM, Frito-Lay, Seagram's, Yamaha, and Holiday Inn are some of the
prominent companies used as examples of how unique value can be
applied to ROI.  Aspects of the model are already widely practiced
by many successful corporations.  After reading this book, it's
hard to imagine how a corporation can be successful without
heeding the principles of unique value.  The challenges posed by
today's business environment are greater than ever.  Competition
is fierce, both at home and from abroad; consumer demands are
fickle; and government policy pervades everything from taxes to
the environment.  Corporations that can clearly articulate and
unerringly implement their unique value have an advantage over
their competitors.

Andrea Dunham and Barry Marcus were partners in founding the
management and marketing consulting firm Dunham & Marcus.  Mr.
Marcus is CEO of Unique Value International, a consulting firm in
the areas of marketing and brand development.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **