TCR_Public/091015.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 15, 2009, Vol. 13, No. 285

                            Headlines

ACCURIDE CORP: Seeks Approval of $50-Mil. of DIP Financing
ACCURIDE CORP: DIP Lenders Require Draft Plan by November 7
ACCURIDE CORP: Names Latham & Watkins as Attorneys
ACCURIDE CORP: Selects Goodmans LLP as Canadian Counsel
ACCURIDE CORP: Wants to Hire Young Conaway as Attorney

ADAK FISHERIES: Can Access Cash Collateral until November 9
ADVANCED CELL: Registers 145.8MM Shares Issuable Under Stock Plan
ADVANCED CELL: Registers 192.14MM Shares for Resale
AEGON NV: Raises US$650 Million for U.S. Operations
AGRIPROCESSORS INC: Case Converted to Chapter 7; Trustee Stays

ALERIS INT'L: Former Employee Wins Order Allowing Suit
ALERIS INT'L: Promotes A. Dick as Pres. for Rolled Products Biz
ALERIS INT'L: Seeks to Expand PwC Accounting Work
AMARIN CORP: Unveils $70 Million Private Placement
AMERICAN INT'L: Sells Taiwan Unit to Primus for US$2.15 Billion

AMERICAN INT'L: Pay Czar Wants Cuts, Repayment of Bonuses
AMERICAN PACIFIC: Moody's Affirms Corporate Family Rating at 'B1'
AMERICAN TOWER: Moody's Assigns Rating on $400 Mil. Senior Notes
AMERICAN TOWER: S&P Assigns 'BB+' Rating on $400 Mil. Notes
ANDERSON HOMES: Court Approves Sale of Residential Properties

APF GROUP: Wants Access to Lenders' Cash Collateral
ATTRACTIONS HIPPIQUES: To Liquidate Assets Under Canada's BIA
AUTOBACS STRAUSS: Receives Nod for Labor Union Concessions
AVENTINE RENEWABLE: Wants Excl. Plan Filing Extended Until Dec. 4
AVIS BUDGET: Closes Sale of 2014 Notes to JPMorgan et al.

BANK OF AMERICA: Hires Russell Reynolds to Seek New CEO
BARZEL INDUSTRIES: Court OKs Hiring of Cole Schotz as Counsel
BARZEL INDUSTRIES: Has Until October 30 to File Schedules
BEST BRANDS: Moody's Raises Corporate Family Rating to 'Caa1'
BOWEN BANBURY: Voluntary Chapter 11 Case Summary
CABLEVISION SYSTEMS: S&P Cuts Rating on $650 Mil. Loan to 'BB'

CALPINE CORPORATION: Moody's Affirms Corp. Family Rating at 'B2'
CANWEST GLOBAL: DBRS to Withdraw Ratings Following CCAA Filing
CATALYST PAPER: David Smales Steps Down as VP-Finance & CFO
CENTENNIAL COMMUNICATIONS: Posts $19.5-Mil. Income in Fiscal Q1
CHANA TAUB: Third Order Lifts Stay To Let Divorce Case Proceed
CHAPARRAL ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Developing

CHEMTURA CORP: Gets Nod to Examine Teamsters on Pension Plan
CHEMTURA CORP: Gets Nod to Idle Ashley, Indiana Facility
CHEMTURA CORP: Has Deal to Recover $9.2MM Paid in Securities Suit
CHEMTURA CORP: Parties Object to $14MM Fees for 2.5 Months Work
CHEMTURA CORP: Presents Postpetition CBA With USW
CITIGROUP INC: Files Financials Reflecting Nikko, Other Deals

CLEAR CHANNEL: Outdoor Unit's CEO Meyer to Retire in December
CLEARPOINT BUSINESS: Amends Prospectus to Reflect ComVest Deal
CLUB AT WATERFORD: Has Until Nov. 9 to Convert Case to Chapter 7
COLISEUM ENTERTAINMENT: Revenue Dept. Wants Conversion to Ch. 7
COLONIAL BANCGROUP: Wants Schedules Filing Extended Until Oct. 19
CONCORD STEEL: Can Use Cash Collateral until December 21

CRUSADER ENERGY: To Sell Oil & Gas Assets in Whittenburg Basin
DAUFUSKIE ISLAND: $49.5MM Lead Bid at Oct. 28 Auction
DAYTON SUPERIOR: Wins Confirmation of Reorganization Plan
DORMITORY AUTHORITY: Fitch Affirms 'BB+' Rating on $260 Mil. Bonds
DRUMMOND COMPANY: Moody's Assigns 'B1' Rating on Senior Notes
DRUMMOND CO: S&P Assigns 'BB-' Senior Unsecured Debt Rating

DRYSHIPS INC: Inks Debt Waiver with Nord LB and West LB
DUNE ENERGY: Whitebox Advisors Reports 4.3% Equity Stake
E*TRADE FIN'L: Citadel Converts $5.27MM of Debentures to Equity
EASY STREET: Can Access WestLB Cash Collateral Until October 15
EDDIE BAUER: Wants to Have Until January to File Plan

EDGE PETROLEUM: Taps Kurtzman Carson as Claims Agent
EMPIRE LAND: Homeowner Group Can Sue Developer After Stay Lifted
EMPIRE RESORTS: Park Avenue Extends Loan Maturity, Waives Default
EMPIRE RESORTS: Plainfield et al., to Withdraw Default Notices
EMPIRE RESORTS: Terminates Nima Consulting Agreement

ENRON CORP: Court Lets J. Skilling Appeal Conviction
FIRST COMMONWEALTH: Fitch Cuts Preferred Stock Rating to 'BB+'
FLEETWOOD ENTERPRISES: Wants Plan Exclusivity Until Jan. 5
FLOYD C. FISHER TRUST: Voluntary Chapter 11 Case Summary
FONTAINEBLEAU LV: Gets Nod to Reject Staging Site Leases

FONTAINEBLEAU LV: Lease Decision Period Extended Until Jan. 5
FONTAINEBLEAU LV: Proposes Nov. 6 Extension for Plan Filing
FONTAINEBLEAU LV: Gets Nod to Access $133,000 for One Week
FOOTHILLS RESOURCES: Regiment Takeover Underpins Exit Plan
FORD MOTOR: Adds 4.5MM Vehicles in Recall List Due to Fire Hazard
FREEDOM COMMUNICATIONS: Made Shady JPM Fees Deal, Says Committee

FREMONT GENERAL: Equity Holders Bash Bids for More Plan Info
FRIENDFINDER NETWORKS: To Launch IPO to Pay Debt Waiver Fees
FRUEHAUF TRAILER: Bankruptcy Court Upholds Arbitration Award
GENERAL MOTORS: Closure of Toyota JV Results to 4,700 Job Cuts
GENERAL MOTORS: DOL to Allow Transfer of Stock to Health Plan

GENERAL MOTORS: Koenigsegg Group May Drop Bid on Saab
GENERAL MOTORS: Magna to Revise Plan to Address Cost Cuts
GENMAR HOLDINGS: Settles with Committee on Nov. 4 Exclusivity
GENTEK INC: S&P Affirms Corporate Credit Rating at 'B+'
GLEN ROSE: Not In Compliance with NASDAQ Listing Rule 5605

GLOBAL POWER: Appoints Frank E. Williams, Jr. as New Director
GOLDSPRING INC: Robert Reseigh Appointed as Interim CEO
GOODY'S LLC: Plan Filing Period Extended Until Nov. 24
GP INVESTMENTS: Amendment Won't Affect Fitch's 'B+' Ratings
GUARANTY FINANCIAL: Extends WTC Deadline to Object to CRO

HEADWATERS INCORPORATED: Moody's Puts B2 Rating on $280 Mil. Notes
HEADWATERS INC: S&P Raises Corporate Credit Rating to 'B'
HERCULES CHEMICAL: Seeks Exclusivity Extension 'Just in Case'
HOLLEY PERFORMANCE: Wants to Hire Ropes & Gray as Counsel
HOLLEY PERFORMANCE: Selects Pepper Hamilton as Delaware Counsel

HOLLEY PERFORMANCE: U.S. Trustee Unable to Appoint Creditors Panel
HYPERDYNAMICS CORP: Resolves Certain NYSE Listing Deficiencies
J TOP WORLD CORP: Case Summary & 3 Largest Unsecured Creditors
IDEAL ALUMINUM: Files for Chapter 11 in Orlando
IRVINE SENSORS: To Issue Series B Convertible Preferreds

IDEAL ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
I.D.I. LLC: Case Summary & 12 Largest Unsecured Creditors
LA PAZ 540 LLC: Case Summary & 3 Largest Unsecured Creditors
LAKE AT LAS VEGAS: Panel Taps Diamond McCarthy in Suit vs. Lender
LAKE AT LAS VEGAS: Hearing on Plan Outline Today

LANDAMERICA FIN'L: Court Denies Heritage Lift Stay Plea
LANDAMERICA FIN'L: Court Approves Disclosure Statement
LANDAMERICA FIN'L: Proposes Agreements With Capital One
LANDAMERICA FIN'L: TDI Seeks Lift Stay to Pursue Suit vs. LFG
LANG HOLDINGS: No Competing Bids vs. Sun Capital & Catterton

LANG HOLDINGS: Completes Sale to Catterton, Sun Capital
LANGUAGE LINE: Moody's Assigns 'Ba3' Rating on $575 Mil. Loan
LAWRENCE CHAN: Voluntary Chapter 11 Case Summary
LEAR CORP: Citibank Allowed to Set-Off Deposits for L/Cs
LEAR CORP: JCI/Chamberlain Patent Infringement Suit to Proceed

LEAR CORP: Stipulation Granting Omega Stay Relief for PI Suit
LEHMAN BROTHERS: Court Examines Potential Preferences
LEVITT & SONS: Douglas Wilson Sells 3 Foreclosed Properties
LIONS GATE: Moody's Assigns Corporate Family Rating at 'B2'
LIONS GATE: S&P Assigns Corporate Credit Rating at 'B-'
LITHIUM TECHNOLOGY: Inks Three Consulting Agreements

LYONDELL CHEMICAL: Panel Insists on $7.1BB Fraud Claim vs. Lenders
LYONDELL CHEMICAL: Trial on Claims vs. Merger Backers in December
LYONDELL CHEMICAL: Plan Outline Hearing Adjourned to Nov. 4
LYONDELL CHEMICAL: Opposes BoNY Plea for Loan Refinancing
LYONDELL CHEMICAL: WTC Sues to Nullify Intercreditor Pact

MAGNA ENTERTAINMENT: Baltimore Objects to Auction of 2 Tracks
MAGUIRE PROPERTIES: Amends CEO's Restricted Stock Units Agreement
MARGARET KENEFICK HOFFMEIER: Voluntary Chapter 11 Case Summary
MEDICO LABS: Pillar Capital Acquires Assets
METALDYNE CORP.: BDC Got Short Shrift In Metaldyne Asset Sale
MICHAEL LEE: Case Summary & 9 Largest Unsecured Creditors

MILLER BROTHERS: Lays Off 85 Employees From Three Sites
MOUNTAIN CHASE: Case Summary & 8 Largest Unsecured Creditors
MSCI INC: Moody's Affirms Corporate Family Rating at 'Ba2'
NATIONAL AMUSEMENTS: To Pay Creditors with CBS, Viacom Stock Sale
NEW YORK SATELLITE: Joint Administration Has Limited Force, Effect

NEW YORK TIMES: Won't Sell Globe; Worcester Telegram's Fate Unsure
NEXPAK CORP: Disclosure Statement Approved; Plan Hearing on Nov. 5
NJDV HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
NORTEL NETWORKS: Court to Consider GSM Sale Rules Oct. 15
NORTEL NETWORKS: To Auction Off Next Gen. Packet Core Assets

NORTEL NETWORKS: Trial on IRS $3 Bil. Claim at Bankruptcy Court
NUVEEN INVESTMENTS: Says Progress Continues in ARPs Refinancing
ORLANDA CUNNINGHAM: Case Summary & 20 Largest Unsecured Creditors
PACIFIC ETHANOL: Han Until December 16 to File Chapter 11 Plan
PACIFIC LIFESTYLE: Can Use Cash Collateral on Songbird Project

PAETEC HOLDING: Registers 8-7/8% Notes for Exchange Offer
PALM INC: Registers 15.7MM Common Shares Under 2009 Stock Plans
PANOLAM INDUSTRIES: Weil Gotshal, Perella Weinberg on Board
PATRICIA STACY: Case Summary & 20 Largest Unsecured Creditors
PEL-TEX OIL COMPANY: Case Summary & 20 Largest Unsecured Creditors

PERSIAN GALLERIES LLC: Case Summary & 5 Largest Unsec. Creditors
PHILADELPHIA NEWSPAPERS: Appeals Court Ruling on Creditors' Bid
PHINEAS GROUP LLC: Case Summary & 7 Largest Unsecured Creditors
PIERCE COUNTY: Chapter 9 Debtor Was Insolvent on Petition Date
PILGRIM'S PRIDE: Gets Early Antitrust Clearance for Sale to JBS

PILGRIM'S PRIDE: Fee Committee Recommends Release of Holdbacks
PILGRIM'S PRIDE: Objects to Southeastern's $20.39 Mil. Claim
PILGRIM'S PRIDE: Plan Exclusivity Extended Until Dec. 31
PILGRIM'S PRIDE: Seeks to Assume GECC Leases & Schedules
PLATRONICS INC: Enters Definitive Agreement to Sell Altec Lansing

PSS WORLD: S&P Puts 'BB' Corp. Rating on CreditWatch Positive
QUALITY DISTRIBUTION: Gets Huge Support for Exchange Offers
QUESTEX MEDIA: Names Kirkland & Ellis as Attorney
QUESTEX MEDIA: Section 341(a) Meeting Set for November 4
QUESTEX MEDIA: Wants to Hire Young Conaway as Co-Counsel

R-C BUSINESS TRUST: Case Summary & 9 Largest Unsecured Creditors
R.H. DONNELLEY: Plan Exclusivity Extended to January 22
RADIENT PHARMACEUTICALS: Registers 3.6MM Shares for Resale
RADIENT PHARMACEUTICALS: To Deconsolidate JPI Venture in China
RAILAMERICA INC: Completed IPO Won't Affect S&P's 'B+' Rating

RAPTOR PHARMACEUTICAL: Register 5,557,865 Shares for Resale
RATHGIBSON INC: Plan Confirmation Hearing Tomorrow
S-TRAN HOLDINGS: Exclusive Plan Period Extended Until November 30
SALLY BEAUTY: Acquires Schoeneman in $71 Million Merger Deal
SELECT COMFORT: Files Shelf Registration Statement with SEC

SEMGROUP LP: Gives More Details to Fourth Amended Ch. 11 Plan
SEMGROUP LP: Int'l Objects to Plan, Wants Swap Claims Reclassified
SEMGROUP LP: Plan Solicitation Period Moved to Nov. 30
SEMGROUP LP: Wants $122MM in Escrowed Funds Released
SINCLAIR BROADCAST: Expects Better Q3 Net Broadcast Revenues

SINCLAIR BROADCAST: S&P Changes Outlook on B- Rating to Developing
SINCLAIR BROADCAST: To Refinance Portion of Bank Credit Facility
SINCLAIR BROADCAST: Unit to Issue $430MM in 2nd Lien Notes
SINCLAIR TELEVISION: Moody's Puts 'B3' Rating on $430 Mil. Notes
SINOENERGY CORP: Nasdaq to Delist Common Stock

SITEL WORLDWIDE: S&P Downgrades Ratings on Senior Loan to 'B'
SOUTHEAST PLUMBING: Case Summary & 20 Largest Unsecured Creditors
STONERIDGE INC: Acquires 51% of Bolton Conductive Systems
TALECRIS BIOTHERAPEUTICS: S&P Lifts Corp. Credit Rating to 'BB'
TARRAGON CORPORATION: Gets Court's OK to Sell Stake in Block 112

TOUSA INC: Court Rules Citicorp Loans Were Fraudulent Transfers
TRONOX INC: Asks for March 31 Extension to Remove Actions
TRONOX INC: Court Approves Rejectoin of Air Liquide Contract
TRONOX INC: Objects to Chatham County Ad Valorem Tax Claims
TRUE TEMPER: Can't File Schedules and Statements by Nov. 8

TRUE TEMPER: Proposes to Hire Mayer Brown as Attorney
TRUMP ENTERTAINMENT: Noteholders Files Second Amended Ch. 11 Plan
US AIRWAYS: Capt. Sully Sullenberger Flies Again
US AIRWAYS: September Traffic Shows 1.6% Drop in RPMs
US AIRWAYS: To Webcast Financial Results on October 22

UTGR INC: Takes Out Sunday Race Betting
VISTEON CORP: Resolves U.S. Trustee Objection to PwC Work
VISTEON CORP: Sierra & Fair Harbor Buy Claims
VISTEON CORP: Wins Nod to Expand Scope of E&Y Work
W R GRACE: Adage Intends to Purchase Equity Securities

W R GRACE: Court Approves Fees for January to March Work
W R GRACE: GCWW & Analytical Svcs. Transfer Claims to Fair Harbor
WCI COMMUNITIES: Exceeding Reorganization Plan Goals

* Business Bankruptcies Rising Faster Than Individuals
* Consumers Maxed Out but Debt Relief is Out There
* Equifax Says Consumer Savings Higher as Debt Declines
* Hotel Foreclosures Triple in California as Visitors Stay Home
* Unemployment Rises, September Job Losses Pass Projections

* Gary Kaplan Joins Farella Braun + Martel as Special Counsel
* Greenberg Traurig Expands Atlanta Office; Cindy Davis Joins Firm
* L.A. Construction Defect Conference Set on November 19
* Madoff Insurance Litigation Focal Point of Dec. 2 Seminar
* Omni Management Opens New Office in New York

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000

                            *********

ACCURIDE CORP: Seeks Approval of $50-Mil. of DIP Financing
----------------------------------------------------------
Accuride Corp. has asked the Bankruptcy Court to enter interim and
final orders authorizing (i) its use of the cash collateral of the
prepetition lenders and (ii) its access to postpetition financing.

Accuride has secured a $50 million nine-month debtor-in-possession
credit facility, comprised of a $25 million super-priority secured
ABL revolving credit facility from a lender group comprising GE
Capital and certain prepetition noteholders.  Deutsche Bank Trust
Company Americas is serving as administrative agent.

The ABL loans will bear interest at a rate of either Libor plus
650 bps with a floor of 2.5% or Base rate plus 550 bps with a
floor of 3.5%, at the Company's option, with interest on the term
loans at Libor plus 750 bps with a 2.5% floor or Base rate plus
650 bps with a 3.5% floor.

Aside from the DIP loans, the Debtors intend to use their lenders'
cash collateral.  The Debtors' books show a cash balance of $12
million.  The Debtors will provide the prepetition lenders with
liens, a superiority claim and reimbursement of fees and expenses
in order to protect them from any diminution in value of their
collateral.

The Bankruptcy Court has entered an interim order authorizing the
Debtors to use cash collateral and access DIP financing.  Up to
$25 million of financing will be available pending final approval
of the DIP loans.

The Bankruptcy Court will convene a hearing to consider final
approval of the DIP financing on November 2.  Objections are due
October 26.

                       About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; Goodmans LLP as
Canadian Counsel; MorrisAnderson as financial advisor; and The
Garden City Group Inc. as claims agent.

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


ACCURIDE CORP: DIP Lenders Require Draft Plan by November 7
-----------------------------------------------------------
Accuride Corporation's Senior Secured Superpriority Debtor-in-
Possession Credit Agreement with Deutsche Bank Trust Company
Americas, as administrative agent, and the other agents and
parties thereto, requires the Debtors to achieve these milestones:

     (A) by the date which is 30 days after the Petition Date,
         deliver to the Lenders a draft reorganization plan that
         meets the requirements set out in the Debtors'
         Restructuring Support Lockup Agreements and the
         Restructuring Term Sheets, and a disclosure statement;

     (B) by the date which is 55 days after the Petition Date,
         file an Approved Plan and disclosure statement with the
         Bankruptcy Court;

     (C) by the date which is 90 days after the Petition Date,
         obtain approval by the Bankruptcy Court of the disclosure
         statement, together with the solicitation, balloting and
         voting procedures and other related relief, related to
         such Approved Plan;

     (D) by the date which is 175 days after the Petition Date,
         obtain confirmation of such Approved Plan by the
         Bankruptcy Court pursuant to Section 1129 of the
         Bankruptcy Code;

     (E) by the date which is 190 days after the Petition Date,
         cause the effective date of the Approved Plan to occur;
         and

     (F) by the earlier to occur of (i) the Original Termination
         Date or (if applicable) the Extended Termination Date and
         (ii) the date which is 210 days after the Petition Date,
         consummation of the Approved Plan.

As reported by the Troubled Company Reporter, Accuride and its
domestic subsidiaries on October 9, 2009, received interim
approval from the U.S. Bankruptcy Court for the District of
Delaware and entered into the DIP Credit Agreement.  The DIP
Credit Agreement will be in effect on an interim basis until final
approval is obtained from the Court.

The DIP Credit Agreement is comprised of a superpriority secured
ABL revolving credit facility of $25 million and a term loan
first-in, last-out facility of $25 million.  The $25 million of
ABL loans will bear interest, at the election of the Company, at a
rate of LIBOR + 6.50% (with a LIBOR floor of 2.50%) or Base Rate +
5.50% (with a Base Rate floor of 3.50%), and the $25 million of
first-in, last-out term loans will bear interest, at the election
of the Company, at a rate of LIBOR + 7.50% (with a LIBOR floor of
2.50%) or Base Rate + 6.50% (with a Base Rate floor of 3.50%).
The Company will have access to the $25 million first-in, last-out
loans immediately.

Deutsche Bank Securities Inc. acts as lead arranger and lead
bookrunner; and General Electric Capital Corporation acts as
syndication agent under the DIP Facility.

Unless otherwise extended, the DIP Credit Agreement will mature
nine months from the commencement of the bankruptcy case, subject
to certain provisions that may lead to an earlier termination.
The DIP Credit Agreement includes covenants customary for this
type of agreement, including minimum cash flow and liquidity
requirements and requirements that the Debtors meet the milestone
dates with respect to the bankruptcy proceedings, and certain
events of default, including customary events of default for this
type of agreement and defaults upon termination of certain
agreements related to the implementation of the Debtors' pre-
negotiated restructuring plan.

The Debtors are also required under the DIP Facility to continue
to retain Zolfo Cooper as restructuring advisors or other
financial consultants and advisors reasonably acceptable to the
Administrative Agent and the majority lenders.  They are also
required to maintain minimum liquidity as of the close of business
on any Business Day of $25,000,000.

The use of proceeds from the DIP Credit Agreement are limited to
working capital and other general corporate purposes consistent
with a budget that the Company presented to the administrative
agent, including payment of costs and expenses related to the
administration of the bankruptcy proceedings and payment of other
expenses as approved by the Court.

The Debtors are also required to pay, among other things:

     -- the Administrative Agent's legal costs related to the case
        as well as the reasonable fees and expenses of White &
        Case LLP, special New York counsel, Stikeman Elliott LLP,
        Canadian counsel and Fox Rothschild, Delaware counsel for
        the Administrative Agent; and

     -- the reasonable and documented fees and expenses of Finn
        Dixon & Herling LLP, counsel to General Electric Capital
        Corporation, Nixon Peabody LLP, counsel to Eaton Vance
        Management, and Milbank, Tweed, Hadley & McCloy LLP,
        special New York counsel to the Last Out Term Lenders.

A full-text copy of the DIP Credit Agreement is available at no
charge at http://ResearchArchives.com/t/s?46e3

                      About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.

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


ACCURIDE CORP: Names Latham & Watkins as Attorneys
--------------------------------------------------
Accuride Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Latham & Watkins LLP as their attorneys.

The firm has agreed to:

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

     b) attend meetings and negotiating with representatives of
        creditors, interest holders and other parties in interest;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning litigation in which the Debtors
        are involved, including objections to claims filed against
        the estates;

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

     e) take necessary action on behalf of the Debtors to obtain
        approval of a disclosure statement and confirmation of a
        plan;

     f) advise the Debtors in connection with any potential sale
        of assets and taking necessary action to guide the Debtors
        through a potential sale of their assets in the Bankruptcy
        Court;

     g) appear before this Court or any Appellate Courts and
        protecting the interests of the Debtors' estates before
        those courts; and

     h) perform all other necessary legal services for the Debtors
        in connection with these Chapter 11 Cases, including (i)
        analyzing the Debtors' leases and executory contracts and
        the assumption or assignment thereof and (ii) advising on
        corporate, litigation, environmental, finance and other
        legal matters.

The firm's standard hourly rates are:

        Partners            $750-$950
        Counsel             $695-$950
        Associates          $370-$740
        Paraprofessionals   $115-$415

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

                         About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; Goodmans LLP as
Canadian Counsel; MorrisAnderson as financial advisor; and The
Garden City Group Inc. as claims agent.

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


ACCURIDE CORP: Selects Goodmans LLP as Canadian Counsel
-------------------------------------------------------
Accuride Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Goodmans LLP as their Canadian bankruptcy counsel.

The firm has agreed to:

     a) advise the Debtors with respect to their rights, powers,
        duties and obligations concerning Accuride Canada;

     b) review any motions and other court papers, documents and
        agreements, as necessary;

     c) attend meetings and negotiating with representatives of
        creditors, interest holders and other parties in interest;

     d) advise the Debtors in connection with any potential
        restructuring efforts relating to Accuride Canada; and

     e) represent the Debtors, together with the Debtors'
        bankruptcy counsel, Latham & Watkins LLP, in all aspects
        of the Chapter 11 cases related to Accuride Canada.

The firm's standard hourly rates are:

        Partners            $650-$925
        Associates          $415-$595
        Paraprofessionals   $170-$375

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

                         About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; Goodmans LLP as
Canadian Counsel; MorrisAnderson as financial advisor; and The
Garden City Group Inc. as claims agent.

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


ACCURIDE CORP: Wants to Hire Young Conaway as Attorney
------------------------------------------------------
Accuried Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor LLP as their attorney.

The firm has agreed to:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business, management of their properties and sale
      of their assets;

   b) prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and to protect the interests of the Debtors
      before this Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates are:

      Michael R. Nestor, Esq.    Partner         $560
      Kara Hammond Coyle, Esq.   Associate       $330
      Pilar G. Kraman, Esq.      Associate       $240
      Troy Bollman, Esq.         Paralegal       $135

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

                         About Accuride Corp.

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

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

The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; Goodmans LLP as
Canadian Counsel; MorrisAnderson as financial advisor; and The
Garden City Group Inc. as claims agent.

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


ADAK FISHERIES: Can Access Cash Collateral until November 9
-----------------------------------------------------------
The Hon. Donald MacDonald of the U.S. Bankruptcy Court for the
District of Alaska approved the stipulation between Adak
Fisheries, LLC, and Independence Bank, its secured creditor,
extending the Debtor's use of cash collateral until Nov. 9, 2009.

A hearing on a further use of cash collateral by the Debtor is set
for Nov. 9, 2009.  The Debtor asked for access to cash until
November 30, saying it needs the cash to hold and preserve the
assets until certain equipment can be sold to Trident Seafoods or
some other bidder.

The Debtor is also authorized to grant the secured creditors
postpetition liens equivalent to their prepetition interests.

                        About Adak Fisheries

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


ADVANCED CELL: Registers 145.8MM Shares Issuable Under Stock Plan
-----------------------------------------------------------------
Advanced Cell Technology, Inc., filed with the Securities and
Exchange Commission a Registration statement in accordance with
the requirements of Form S-8 to register 145,837,250 shares of
Common Stock issuable under the Advanced Cell Technology, Inc.
2005 Stock Incentive Plan.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?46e0

Based in Worcester, Massachusetts, Advanced Cell Technology Inc.
(OTC BB: ACTC) -- http://www.advancedcell.com/-- is a
biotechnology company focused on developing and commercializing
human embryonic and adult stem cell technology in the emerging
fields of regenerative medicine.  Principal activities to date
have included obtaining financing, securing operating facilities,
and conducting research and development.  The Company has no
therapeutic products currently available for sale and does not
expect to have any therapeutic products commercially available for
sale for a period of years, if at all.

At June 30, 2009, the Company had $6,431,749 in total assets,
including $918,575 in total current assets, against $78,661,772 in
total liabilities, including $72,472,134 in total current
liabilities, and $1,579,994 in Series A-1 redeemable convertible
preferred stock, $0.001 par value.  At June 30, 2009, the Company
had accumulated deficit of $138,254,284 and stockholders' deficit
of $73,810,017.

Advanced Cell warned in an August 2009 regulatory filing it may
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company has losses from operations,
negative cash flows from operations, a substantial stockholders'
deficit and current liabilities exceed current assets.


ADVANCED CELL: Registers 192.14MM Shares for Resale
---------------------------------------------------
Advanced Cell Technology, Inc., filed with the Securities and
Exchange Commission a preliminary prospectus relating to the
public offering of up to 192,148,119 shares of the Company's
common stock, par value $.001 per share, by selling stockholders.
The shares are issuable to the selling stockholders upon exercise
of warrants which were issued to the selling stockholders in
private placements in September 2005, August 2006, August 2007,
and March 2008, and were amended and restated on July 29, 2009.
The Amended and Restated Warrants have an exercise price of $0.10
and a termination date of June 30, 2014.

The selling stockholders may sell Common Stock from time to time
in the principal market on which the stock is traded at the
prevailing market price or in negotiated transactions.

The Company will not receive any of the proceeds from the sale of
Common Stock by the selling stockholders.  The Company will pay
the expenses of registering these shares.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board and trades under the symbol "ACTC".  The sale price
of the common stock on the Over-the-Counter Bulletin Board on
October 7, 2009, was approximately $0.12 per share.

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

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology Inc.
(OTC BB: ACTC) -- http://www.advancedcell.com/-- is a
biotechnology company focused on developing and commercializing
human embryonic and adult stem cell technology in the emerging
fields of regenerative medicine.  Principal activities to date
have included obtaining financing, securing operating facilities,
and conducting research and development.  The Company has no
therapeutic products currently available for sale and does not
expect to have any therapeutic products commercially available for
sale for a period of years, if at all.

At June 30, 2009, the Company had $6,431,749 in total assets,
including $918,575 in total current assets, against $78,661,772 in
total liabilities, including $72,472,134 in total current
liabilities, and $1,579,994 in Series A-1 redeemable convertible
preferred stock, $0.001 par value.  At June 30, 2009, the Company
had accumulated deficit of $138,254,284 and stockholders' deficit
of $73,810,017.

Advanced Cell warned in an August 2009 regulatory filing it may
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company has losses from operations,
negative cash flows from operations, a substantial stockholders'
deficit and current liabilities exceed current assets.


AEGON NV: Raises US$650 Million for U.S. Operations
---------------------------------------------------
Aegon N.V. has successfully completed a capital management
transaction that will make available approximately US$650 million
of additional regulatory capital to its US operations.  The
transaction, which has an initial size of US$900 million, serves
to realize the value of a portion of future profits associated
with an existing book of traditional life business.  The term of
the transaction between AEGON and JPMorgan Chase Bank is ten
years.

"Improving returns of AEGON's businesses continues to be one of
our key priorities," said AEGON CFO Jan Nooitgedagt.  "This latest
transaction, which is part of our capital preservation program,
will further strengthen our overall capital position and enable us
to manage our capital more effectively."

Between the third quarter of 2008 and the second quarter of 2009,
AEGON released EUR3.3 billion of capital from its businesses and
is committed to exploring additional capital preservation
initiatives.

                                (in EUR millions)
    Key figures            2nd Quarter    Full Year 2008
    -----------            -----------    --------------
    Underlying earnings
    before tax                   404           1,570
    New life sales               469           2,630
    Gross deposits             6,800          40,750
    Revenue generating
      investments             342,000         332,000
    (End of period)

Headquartered in The Hague, Netherlands, Aegon N.V. --
http://www.aegon.com/-- operates as a life insurance and pension
company.  The company's businesses focus on life insurance,
pensions, savings and investment products.  The AEGON Group is
also active in accident, supplemental health, general insurance
and some limited banking activities.  The company's major markets
are the United States, the Netherlands and the United Kingdom.  In
addition, AEGON operates in over 20 other markets in the Americas,
Europe and Asia.  The AEGON Group has four geographic segments:
the Americas (which include the United States, Canada and Mexico),
the Netherlands, the United Kingdom, and Other Countries, which
include Hungary, Spain, Taiwan, China, Poland and a number of
other countries with smaller operations.  In December 2007, AEGON
USA acquired 100% of the shares of Merrill Lynch Life Insurance
Company and ML Life Insurance Company of New York.

                           *     *     *

AEGON received EUR3 billion in aid from the Dutch government last
year to bolster capital amid the global financial crisis.

Aegon NV posted a net loss of EUR161 million in the second quarter
of 2009, its fourth straight quarterly loss.  The second-quarter
loss was driven by EUR393 million of asset writedowns as well as a
loss of EUR385 million on the sale of its Taiwanese life-insurance
unit to Zhongwei Co.


AGRIPROCESSORS INC: Case Converted to Chapter 7; Trustee Stays
--------------------------------------------------------------
Agriprocessors Inc.'s reorganization case has been converted to
liquidation under Chapter 7, at the consent of the Chapter 11
trustee appointed to take over the estate.  The Chapter 11 trustee
will now serve as trustee in the Chapter 7 case to liquidate the
Debtor's remaining assets and provide distributions to creditors,
Bill Rochelle at Bloomberg News said.

As reported by the TCR on July 27, 2009, the U.S. Bankruptcy Court
for the Northern District of Iowa, in Dubuque, approved the sale
by Joe Sarachek, the court-appointed trustee, of most of the
assets of Agriprocessors in exchange for $8.5 million in secured
debt.  The buyer purchased the two primary secured claims totaling
over $26 million.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operated a kosher meat and
poultry packing processors located at 220 North West Street.
The Company maintains an executive office with 50 employees at
5600 First Avenue in Brooklyn, New York.  The Company filed for
Chapter 11 protection on November 4, 2008 (Bankr. E.D.N.Y. Case
No. 08-47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash, represents the Company in its restructuring
effort.  In its petition, the Company listed assets of $100
million to $500 million and debts of $50 million to $100 million.


ALERIS INT'L: Former Employee Wins Order Allowing Suit
------------------------------------------------------
David Hagen, a former employee of Debtor Alchem Aluminum, Inc.,
filed an adversary proceeding against the Debtor for wrongful
discharge when the Debtor terminated Mr. Hagen's employment in
December 2008.

Mr. Hagen alleged that the termination was for reasons that were
wholly "pretextual" in nature and were in violation of the
company's policies and procedures.  He further alleged that he
was retaliated against for voluntarily reporting a supervisor's
suspected violation of company policies.

In the adversary proceeding, Mr. Hagen asked the Court to enter a
judgment in his favor, and ask for the Debtors' payment of
$25,000 in damages, including all costs and attorney's fees.

Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware rejected the Debtors' request to dismiss
the complaint filed by David Hagen.

As previously reported, Mr. Hagen commenced an adversary
proceeding in the Debtors' Chapter 11 cases, seeking to continue
to prosecute a lawsuit in a state court in Michigan seeking
damages arising out of the alleged wrongful termination.

Defendant Debtor Alchem Aluminum, Inc., sought to dismiss the
adversary proceeding on the grounds that (i) the filing of the
action violated the automatic stay, and (ii) the complaint is
facially deficient and does not state a cognizable cause of
action.

Judge Shannon held that while it appears to the Court initially
that the filing of the adversary proceeding was in fact violative
of the automatic stay, substantial recent case law supports the
proposition that a filing such as that of the Plaintiff's, made
in the Bankruptcy Court, does not implicate Section 362 of the
Bankruptcy Code.

As to the second ground for dismissal, Judge Shannon observes
that the complaint filed is notably thin on substance, and under
other circumstances, dismissal of the complaint with leave to
amend would likely be the appropriate result.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Promotes A. Dick as Pres. for Rolled Products Biz
---------------------------------------------------------------
Aleris International, Inc., announced that K. Alan Dick has been
promoted to President of its Rolled Products North America
business unit and been named an Executive Vice President of the
Company.

Mr. Dick has worked in the aluminum industry for over twenty-three
years and joined Aleris through its Commonwealth Industries
subsidiary in 1998.  He has held a number of important leadership
positions during his tenure with the Company including, executive
positions leading manufacturing and metal procurement functions.

"Alan has made significant contributions to the improved
performance and strategic repositioning of the business," said
Steve Demetriou, Chairman and CEO.  "I look forward to Alan's
continued leadership."

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Seeks to Expand PwC Accounting Work
-------------------------------------------------
Aleris International Inc. and its units seek the Court's the
authority to expand the scope of employment of
PricewaterhouseCoopers LLP pursuant to Sections 327(a) and 328(a)
of the Bankruptcy Code.  The additional services to be rendered by
PwC include:

  (a) analyzing operating results for fiscal year 2008 for the
      most recent year-to-date period in 2009;

  (b) reviewing the Debtors' corporate tax structure to evaluate
      the effects of the reorganization on the Debtors' tax
      position and to analyze the Debtors' future tax
      liabilities;

  (c) assessing the effect of the reorganization on employee-
      related obligations and treatment of those arrangements
      post-bankruptcy;

  (d) analyzing historical results and trends in the operation
      of the Debtors' businesses, including by analyzing
      revenue, materials, gross margin and EBITDA;

  (e) assessing the impact of raw materials cost on the Debtors'
      businesses;

  (f) analyzing cost saving initiatives;

  (g) analyzing the quality of earnings estimates and analysis;

  (h) analyzing the Debtors' balance sheet, debt and working
      capital; and

  (i) performing tax and employee benefits diligence.

According to the Debtors, PwC began performing the Additional
Services on September 21, 2009, at these hourly rates:

     Title                                   Range
     -----                                 ---------
     Partner and Managing Director         $775-$950
     Director                              $550-$650
     Manager                               $450-$550
     Senior Associate                      $350-$450
     Associate                             $275-$375
     Administration                        $125-$175

The Debtors will also reimburse PwC for the reasonable expenses
the firm incurred or will incur in relation to the Additional
Services.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


AMARIN CORP: Unveils $70 Million Private Placement
--------------------------------------------------
Amarin Corporation plc on October 13 said it has entered into a
definitive agreement with several existing and new institutional
and accredited investors for a $70 million private placement.

The private placement of units for $70 million consists of
$66.4 million in cash proceeds and $3.6 million from the
conversion of convertible bridge notes.  In consideration for the
$66.4 million received in cash, Amarin will issue 66.4 million
units.  Each unit has a purchase price of $1.00 and consists of
one American Depositary Share and a warrant to purchase 0.50 of an
ADS.  The warrants will have a five year term and an exercise
price of $1.50 per ADS.  In consideration for the conversion of
$3.6 million principal amount of convertible bridge notes, Amarin
will issue 4.0 million units.  In accordance with the terms of the
conversion of the bridge notes, each unit has a purchase price of
$0.90 and consists of one ADS and a warrant to purchase 0.50 of an
ADS.  The warrants will also have a five year term and an exercise
price of $1.50 per ADS.

The Company intends to use the net proceeds from this financing to
progress the Company's two Phase 3 clinical trials with AMR101 in
patients with very high triglyceride levels and mixed dyslipidemia
through to an NDA filing.  The funding will also be used for the
retirement of $1.9 million in bridge financing and for general
corporate purposes.

The financing is expected to close shortly, subject to the
fulfillment or waiver of certain closing conditions, including (i)
the Company having entered into certain employment related
arrangements and an agreement relating to the management of the
Company with certain of the investors satisfactory to the lead
investors and Abingworth, and (ii) each investor's investment
committee having approved the consummation of the private
placement if not previously approved.

Amarin separately announced changes to its board and management
team expected to take place on closing of this financing.

                   About Amarin Corporation plc

Amarin Corporation plc -- http://www.amarincorp.com/-- (NASDAQ:
AMRN) is a late-stage biopharmaceutical company with a focus on
cardiovascular disease.  The Company's lead product candidate is
AMR101, a prescription grade Omega-3 fatty acid.  Amarin
established its research and development headquarters in Mystic,
Connecticut with an experienced research and development team.
Amarin's programs capitalize on its lipid science expertise and
the known therapeutic benefits of Omega-3 fatty acids in treating
cardiovascular disease.  The pipeline also includes proprietary
next-generation lipid candidates, at preclinical stages of
development.

Amarin has a range of clinical and preclinical stage compounds to
treat central nervous system disorders, including Huntington's
disease, myasthenia gravis, Parkinson's disease and epilepsy, all
of which are available for partnering.

At December 31, 2008, the Company's balance sheet total assets of
$36.6 million, total liabilities of $7.7 million and total
stockholders' equity of $28.8 million.

                          *     *     *

As reported in the Troubled Company Reporter, on June 4, 2009, the
Company closed a $2.6 million private placement of convertible
bridge loan notes and warrants with certain existing investors in
the Company.  The bridge financing provided the Company with
sufficient funds to operate through mid July 2009, during which
time the Company will continue its discussions with potential
investors, in order to secure longer term funding.  If a
satisfactory conclusion cannot be reached regarding the long term
funding, there would be substantial doubt about its ability to
continue as a going concern, the Company previously said.


AMERICAN INT'L: Sells Taiwan Unit to Primus for US$2.15 Billion
---------------------------------------------------------------
American International Group, Inc., has agreed to sell its 97.57%
share of Nan Shan Life Insurance Company, Ltd., to a consortium
comprising Primus Financial Holdings Limited, the Hong Kong-based
financial services firm, and China Strategic Holdings Limited, the
Hong Kong Stock Exchange-listed investment company, for
approximately US$2.15 billion.

"We are pleased to have found a buyer who shares our confidence in
Nan Shan's bright future, and who has pledged to continue Nan
Shan's commitment to its policyholders, agents, and employees, as
well as to the people of Taiwan," said Robert Benmosche, AIG Chief
Executive Officer.

In acquiring Nan Shan, the Primus Financial consortium has agreed
to maintain the Nan Shan brand, the existing compensation and
benefits package for employees and the existing agency
organizational and commission structure for a minimum of two years
following the closing of the transaction.  The current Nan Shan
management team will remain in place.

Established in 1963, Nan Shan is the largest life insurer in
Taiwan by total book value and the third largest by total
premiums, serving four million policyholders via an extensive
network of 24 branches, 450 agency offices, approximately 4,000
employees, and more than 34,000 agents.

Blackstone Advisory Partners and Morgan Stanley acted as financial
advisors and Debevoise & Plimpton LLP and Lee & Li, Attorneys-At-
Law served as legal advisors to AIG on this transaction.

The transaction is subject to the satisfaction of certain
conditions, including receipt of regulatory approval.

                    About American International

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
US$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as US$182.5 billion.  AIG has sold a number
of its subsidiaries and other assets to pay down loans received,
and continues to seek buyers of its assets.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group.  AIG's subordinated debt rating has been downgraded to Ba2
from Baa1.  The rating outlook for AIG is negative.  This rating
action follows AIG's announcement of net losses of US$62 billion
for the fourth quarter and US$99 billion for the full year of
2008, along with a revised restructuring plan supported by the
U.S. Treasury and the Federal Reserve.  This concludes a review
for possible downgrade that was initiated on September 15, 2008.


AMERICAN INT'L: Pay Czar Wants Cuts, Repayment of Bonuses
---------------------------------------------------------
Kenneth Feinberg, the Treasury Department's special master for
compensation, wants American International Group Inc. to reduce or
repay $243 million in retention bonuses, Michael R. Crittenden and
Liam Pleven at The Wall Street Journal reports.  According to The
Journal, Mr. Feinberg told AIG it should cut $198 million in
promised payments for 2010 and recoup $45 million already paid.
AIG had agreed to both efforts earlier this year, but a report
from Neil Barofsky, the special inspector general overseeing the
government's bailout, says that some AIG workers are refusing to
return 2009 bonuses until they know how much they will receive in
2010.  A person familiar with the matter said that some employees
have said they will meet pledges to return the 2009 payments by
having AIG deduct the amount from promised 2010 bonuses, The
Journal states.

The Journal, citing Mr. Barofsky, says that as of August 31, 2009,
a little more than $19 million had been repaid and that and AIG
officials say that "additional progress to recoup the full amount
pledged is subject, in part, to reaching agreement on the extent
to which the second portion of the retention awards will be paid,
as promised, in March 2010."  The "uncertainty" over future pay is
complicating AIG's efforts to retain employees at its Financial
Products unit, which is in the process of being wound down, the
report says, citing Mr. Barofsky.

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group.  AIG's subordinated debt rating has been downgraded to Ba2
from Baa1.  The rating outlook for AIG is negative.  This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve.  This concludes a review for
possible downgrade that was initiated on September 15, 2008.


AMERICAN PACIFIC: Moody's Affirms Corporate Family Rating at 'B1'
-----------------------------------------------------------------
Moody's Investors Service moved American Pacific Corporation's
ratings outlook to negative from stable and the speculative grade
liquidity rating to SGL-3 from SGL-2.  The B1 Corporate Family
Rating and Probability of Default Rating as well as the B2 rating
on its notes were affirmed.  The rating actions reflect Moody's
expectations that AMPAC will continue to experience quarterly
volatility in its earnings and, as a result, its EBITDA cushion
with respect to its revolver financial covenant compliance may
decline.  This creates a greater likelihood of AMPAC breaching its
revolving credit facility's financial covenants.  This summarizes
AMPAC's ratings:

American Pacific Corporation

Ratings changes:

* Speculative grade liquidity rating -- SGL-3 from SGL-2

Ratings affirmed:

* Corporate family rating -- B1
* Probability of default rating -- B1
* $110mm Gtd senior unsecured notes due 2015 -- B2 (LGD4, 58%)
* Outlook -- negative

The move to a negative outlook and downgrade in the Speculative
Grade Liquidity Rating to SGL-3 from SGL-2 reflect AMPAC's drop in
earnings in 2009.  Moody's expectation of increased volatility in
AMPAC's quarter to quarter earnings are expected to increase the
likelihood of a decline in the EBITDA cushion under its revolving
credit facility covenants.  AMPAC is experiencing a decline in
earnings in FY2009 as a result of lower profits in its
pharmaceutical business.  LTM EBITDA (including Moody's
adjustments) as of June 30, 2009 was $10 million lower than the
fiscal year 2008 (ending September 30, 2008) results.
Additionally, the company has historically experienced uneven
operating performance from quarter to quarter, as evidenced by the
fall in EBITDA (including Moody's adjustments) from approximately
$11 million in the March 2009 quarter to $1 million in the June
2009 quarter.  Continued quarterly volatility in earnings is
expected to increase the likelihood of a lower cushion under
AMPAC's revolver financial covenants and potentially the need to
seek a waiver of the revolver financial covenants requirements.

AMPAC's SGL-3 rating is supported by its cash balances
($25 million as of June 30, 2009), expectations for positive free
cash flow in FY2010 and an undrawn $20 million revolving credit
facility ($18 million available as of June 30, 2009 after
accounting for letters of credit).  The cash and free cash flow
are expected to be more than sufficient to meet AMPAC's liquidity
needs over the next twelve months (exclusive of any potential
acquisitions); however, the lower SGL-3 rating reflects the risk
of tighter interest coverage and leverage ratios under the
revolver's two financial covenants.

The ratings could come under downward pressure if AMPAC were to
encounter difficulty complying with its financial covenants, make
significant acquisitions or if the company failed to generate free
cash flow.  The rating outlook could be moved back to stable if
AMPAC were to consistently generate greater than $50 million of
revenue per quarter or amend its financial covenants under its
revolving credit facility.

Moody's most recent announcement concerning the ratings for AMPAC
was on December 20, 2007, when Moody's upgraded the speculative
grade liquidity rating to SGL-2 from SGL-3.

American Pacific Corporation manufactures chemical and aerospace
products, including active pharmaceutical ingredients, perchlorate
chemicals used primarily in space propulsion, in-space propellant
thrusters, Halotron, a clean fire extinguishing agent, sodium
azide and water treatment equipment.  AMPAC, headquartered in Las
Vegas, Nevada, had revenues of $205 million for the LTM ending
June 30, 2009.


AMERICAN TOWER: Moody's Assigns Rating on $400 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 senior unsecured rating
to American Tower Corporation's new $400 million Senior Unsecured
Notes, due in 2015.  The company's rating outlook is stable.

Moody's most recent rating action on AMT was on October 5, 2009,
at which time Moody's upgraded the company's senior unsecured
rating to Baa3 from Ba1 and changed the outlook to stable from
positive.

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


AMERICAN TOWER: S&P Assigns 'BB+' Rating on $400 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level and '3' recovery ratings to Boston-based tower
operator American Tower Corp.'s proposal to issue $400 million of
senior unsecured notes due 2015 to be issued under Rule 144A with
registration rights.  Proceeds will be used to finance the
repurchase and/or redemption of certain outstanding debt which may
include the redemption of the 7 1/8% unsecured notes due 2012.
The '3' recovery rating indicates prospects for meaningful (30%-
50%) recovery in the event of a payment default.

At the same time, S&P affirmed the company's existing ratings,
including its 'BB+' corporate credit rating.  The outlook is
stable.  Since S&P expects proceeds from the new issue to be
primarily used for debt reduction, this transaction does not have
any material impact on the company's overall credit profile.

"We expect net free cash flow after capital expenditures to
continue to grow over the next few years because of the high
operating margin associated with anticipated increased tower
colocation," said Standard & Poor's credit analyst Catherine
Cosentino, "including new builds by the wireless sector associated
with the 2008 700 MHz auction." Yet, the company's aggressive,
shareholder-friendly financial policy-which has continued to
incorporate significant common stock repurchases-continues to
constrain the ratings.


ANDERSON HOMES: Court Approves Sale of Residential Properties
-------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Anderson Homes,
Inc., and its debtor-affiliates to sell properties and pay certain
closing costs, including broker's commissions, from the sale
proceeds, and transferring all actual or potential liens to the
proceeds of the sales.

The properties to be sold include: (i) single-family houses and
townhomes in subdivisions referred to as Edgewater, Bridgewater,
Bridgewater West, Cobblestone, Haw Village, Ridgefield, Amberlynn
Valley, Cane Creek, Muirfield Village, Pine Valley, Quail Meadows,
Thornton Commons Place, Willow Ridge, Creekside at Landon Farms,
Keystone Crossing, Sterling Ridge, Jeffries Creek, Briar Chapel,
and Villas at Forest Hills, and (ii) condominiums known as Blount
Street Commons.

The Debtors relate that in conjunction with the acquisition and
development of the sale properties, the Debtors arranged financing
with a number of lenders, each of whom hold deeds of trust to
secure the funds advanced to complete the improvements.

The Construction lenders holding liens on certain sale include:

   a. Bank of America
   b. Capital Bank
   c. KeySource Bank
   d. Paragon Commercial Bank
   e. RBC Centura Bank
   f. Regions Bank
   g. Wachovia Bank

The Debtors added that none of the construction lenders object to
the proposed sales.

The transfer of all liens to proceeds will enable the Debtors to
convey clear title and preserve the value of the sale properties
for the benefit of Debtors estates.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shareholder is David Servoss, who is also
the president.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring efforts.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


APF GROUP: Wants Access to Lenders' Cash Collateral
---------------------------------------------------
APF Group, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to:

   -- use the cash collateral of First Niagara Bank, Alliance
      Mezzanine Investors, L.P., as Collateral Agent for itself,
      Rand Capital SBIC, L.P., Advantage Capital New York Partners
      I, L.P., and Advantage Capital New York Partners II, L.P.,
      and New York Business Development Corp.; and

   -- grant adequate protection to the secured creditors.

Pursuant to various loan agreements, the Debtor owe $2,003,000 to
FN; $2,142,000 to Alliance; and $1,962,000 to NYBDC.

As adequate protection from any diminution in value of their
collateral, the claimants will receive replacement liens.  In
addition, FNB will receive monthly adequate protection payments in
an amount equal to the monthly interest due on the outstanding
sums due under the FNB Loan Agreements at the contract rate of
interest provided thereunder.

                       About APF Group, Inc.

Yonkers, New York-based, APF Group, Inc., dba APF Master
Framemakers, APF MUNN Master Framemakers and Michael Thomas
Framemakers, filed for Chapter 11 on Sept. 11, 2009 (Bankr.
S.D.N.Y. Case No. 09-23696).  Jonathan S. Pasternak, Esq., and
Julie A. Cvek, Esq., at Rattet, Pasternak & Gordon-Oliver, LLP,
represent the Debtor in its restructuring effort.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


ATTRACTIONS HIPPIQUES: To Liquidate Assets Under Canada's BIA
-------------------------------------------------------------
Attractions Hippiques said Oct. 14 that the recent unilateral
action by the Government of Quebec rendering its proposed
restructuring plan unviable leaves it with no other alternative
but to cease to operate pari-mutual activities at its Hippo Clubs
and at the Hippodrome de Montreal, the Hippodrome de Trois-
Rivieres and all horseracing activities at the Quebec City
racetrack and the video lottery terminals on its premises.

The Quebec government's decision to cease its past practice of
refunding the taxes on pari-mutual wagering and not modifying in a
timely manner its regulations in respect of wagering zones makes
any restructuring plan unviable.  Attractions Hippiques intends to
proceed with an orderly sale of its assets and use the proceeds to
pay the company's creditors with a view to filing a proposal under
the Bankruptcy & Insolvency Act.  The assets of Attractions
Hippiques will be sold under the supervision of a court appointed
trustee.

As part of its proposal to creditors Attractions Hippiques is
studying the possibility of filing legal proceedings against the
Government of Quebec for the significant monetary damages suffered
by itself, its creditors and shareholders all of whom have
suffered losses. These losses are attributable in part due to the
non fulfillment of the legitimate expectations of the parties that
the government of Quebec would act so as to maximize revenues from
the Ludoplex operations and that it would not systematically
obstruct the ability of Attractions Hippiques in its search to
relocate the Montreal hippodrome.

As a result of the above Attractions Hippiques has been deprived
of 34.1 million in annual revenues from 1,300 VLTs that were to be
operated by Loto-Quebec in this new location. Its financial
capacity was also seriously compromised by Loto-Quebec's poor
performance in the operation of the VLTs located in its Trois-
Rivieres and Quebec City Ludoplexes.

Based on the Government statements of prior performance
Attractions Hippiques had projected net revenues of $49.9 million
from VLTs at the gaming complexes built and operated by Loto-
Quebec for the year 2008. In fact, only $7.6 million was
generated, creating an annual shortfall of $42.3 million.

The Government of Quebec and its agency Loto-Quebec did nothing to
improve or correct the situation. Consequently, on June 28, 2008,
Attractions Hippiques was forced to place itself under the
protection of the Companies' Creditors Arrangement Act in order to
restructure its operations.

While it was subject to court protection Attractions Hippiques
made numerous efforts to save the industry. In February 2009, the
horsemen's associations rejected the Attractions Hippiques'
proposal to support the industry

On September 30, Attractions Hippiques provided a new
restructuring plan to its creditors to ensure the continued
existence of the company and of the industry. The plan was
formulated after lengthy detailed negotiations with and in
cooperation with the representatives of the Government of Quebec.
On October 2, Attractions Hippiques learned that the government of
Quebec would not support the industry in any manner, would not
refund pari-mutual taxes, and had not made any changes to its
regulations in order to carry on pari mutual wagering in Quebec
from one zone.

This decision has rendered Attractions Hippiques' proposed
restructuring plan unviable.


AUTOBACS STRAUSS: Receives Nod for Labor Union Concessions
----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Strauss Discount
Auto was given approval by the Bankruptcy Court for an agreement
with the union representing retail workers.  The agreement
provides that employees won't receive a general wage increase
until 2010 and must contribute more to their own health plans.

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Company operates 86 retail store locations and has about 1,450
employees.  The Company filed for Chapter 11 protection on
February 4, 2009 (Bankr. D. Del. Case No. 09-10358).  Edward J.
Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor in its restructuring efforts.  As of
January 3, 2009, the Debtor had total assets of $75,000,000 and
total debts of $72,000,000.

The Chapter 11 case is Strauss's third.  The preceding Chapter 11
case ended with confirmation of a Chapter 11 plan in April 2007.
The Company was then named R&S Parts & Service Inc.


AVENTINE RENEWABLE: Wants Excl. Plan Filing Extended Until Dec. 4
-----------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend their exclusive periods to file a Chapter 11
plan of reorganization and solicit acceptances of the Plan through
and including Dec. 4, 2009, and Feb. 1, 2010, respectively.

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Donald J. Detweiler, Esq., at
Greenberg Traurig, LLP, serves as counsel to the official
committee of unsecured creditors.  When it filed for protection
from its creditors, Aventine Renewable listed between $100 million
and $500 million each in assets and debts.


AVIS BUDGET: Closes Sale of 2014 Notes to JPMorgan et al.
---------------------------------------------------------
Avis Budget Group, Inc., reports that on October 7, 2009, it
entered into a purchase agreement under which it agreed to sell
$300.0 million aggregate principal amount of its 3.50% Senior
Convertible Notes due 2014 to initial purchasers.

     Initial Purchaser                         Principal Amount
     -----------------                         ----------------
     J.P. Morgan Securities Inc.                  $51,000,000
     Citigroup Global Markets Inc.                $51,000,000
     Merrill Lynch, Pierce,
        Fenner & Smith Incorporated               $51,000,000
     Barclays Capital Inc.                        $51,000,000
     Deutsche Bank Securities Inc.                $51,000,000
     RBS Securities Inc.                          $15,000,000
     Calyon Securities (USA) Inc.                 $15,000,000
     Scotia Capital (USA) Inc.                    $15,000,000
                                               ----------------
                  Total                          $300,000,000

The Company also granted the Initial Purchasers an option to
purchase up to an additional $45.0 million aggregate principal
amount of the Notes to cover over-allotments, if any.  The Initial
Purchasers exercised this option in full.  The Purchase Agreement
contains customary representations, warranties and covenants.
Under the terms of the Purchase Agreement, the Company has agreed
to indemnify the Initial Purchasers against certain liabilities.

A full-text copy of the Purchase Agreement is available at no
charge at http://ResearchArchives.com/t/s?46e4

The closing of the sale of the Notes occurred on October 13, 2009.
The Notes and the shares of the Company's common stock, par value
$0.01 per share, issuable upon conversion of the Notes, have not
been registered under the Securities Act of 1933, as amended.  The
Company offered and sold the Notes to the Initial Purchasers in
reliance on the exemption from registration provided by Section
4(2) of the Securities Act.  The Company relied on these
exemptions from registration based in part on representations made
by the Initial Purchasers in the Purchase Agreement.

The Initial Purchasers have engaged in, and may in the future
engage in, investment banking, commercial banking and other
commercial dealings in the ordinary course of business with the
Company. They have received customary fees and commissions for
these transactions.

The Notes were issued pursuant to an indenture, dated as of
October 13, 2009, between the Company and The Bank of Nova Scotia
Trust Company of New York, as trustee.  The Notes will bear
interest at a rate of 3.50% per year, payable semiannually in
arrears in cash on April 1st and October 1st of each year,
beginning on April 1, 2010.

Holders may convert the Notes at their option on any day prior to
the close of business on the second "scheduled trading day"
immediately preceding October 1, 2014.  The conversion rate will
initially be 61.5385 shares of common stock per $1,000 principal
amount of Notes (equivalent to an initial conversion price of
approximately $16.25 per share of Common Stock).

Subject to certain exceptions, holders may require the Company to
repurchase, for cash, all or part of their Notes upon a
"fundamental change" as defined in the Indenture at a price equal
to 100% of the principal amount of the Notes being repurchased
plus any accrued and unpaid interest. In addition, upon a "make-
whole fundamental change" as defined in the Indenture prior to the
maturity date of the Notes, we will, in some cases, increase the
conversion rate for a holder that elects to convert its Notes in
connection with such make-whole fundamental change.

The Indenture contains customary terms and covenants, including
that upon certain events of default occurring and continuing,
either the Trustee or the holders of not less than 30% in
aggregate principal amount of the Notes then outstanding may
declare the entire principal amount of all the Notes plus accrued
interest, if any, to be immediately due and payable.

A full-text copy of the Indenture is available at no charge at
http://ResearchArchives.com/t/s?46e5

In connection with the sale of the Notes, the Company entered into
convertible note hedge transactions with respect to the Common
Stock -- Call Options -- with affiliates of certain of the Initial
Purchasers -- Hedge Dealers.  The Call Options cover, subject to
adjustments, 21,230,782 shares of Common Stock.

In connection with the sale of the Notes, the Company also entered
into separate warrant transactions with affiliates of certain of
the Initial Purchasers -- Warrant Dealers -- whereby in reliance
upon the exemption from registration provided by Section 4(2) of
the Securities Act, the Company sold to the Warrant Dealers
warrants to purchase in the aggregate 21,230,782 shares of Common
Stock, subject to adjustments, at an exercise price of $22.50 per
share of Common Stock.

Avis used approximately $33.5 million of the net proceeds of the
offering for the cost of the Call Options after such cost was
partially offset by the proceeds of the Warrants.  The Call
Options and the Warrants are separate contracts entered into by
the Company with the Hedge Dealers and Warrant Dealers, are not
part of the terms of the Notes and will not affect the holders'
rights under the Notes.  The Call Options are intended to offset
the economic effect of, and reduce the net number of shares
required to be issued upon, conversion of the Notes.  The exercise
price of the Call Options is equal to the initial conversion price
of the Notes and is subject to adjustments. If, at the maturity
date of the Warrants, the price per share of the Common Stock
applicable to exercise of the Warrants is greater than the
exercise price of the Warrants, the Company will be required to
issue, without further consideration, a number of shares equal to
the aggregate value of such difference.

                      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/--).


BANK OF AMERICA: Hires Russell Reynolds to Seek New CEO
-------------------------------------------------------
Bank of America Corp.'s board has hired executive recruiter
Russell Reynolds Associates Inc. to assist with its search for a
new chief executive officer, Dan Fitzpatrick and Joann S. Lublin
at The Wall Street Journal report, citing people familiar with the
matter.  According to The Journal, the sources said that a list of
CEO candidates is expected to be submitted to the board by the end
of the month.  Two internal candidates are consumer-banking chief
Brian Moynihan -- BofA's general counsel in December when it first
considered backing away from the Merrill Lynch deal and then
secured an additional round of U.S. aid -- and Chief Risk Officer
Gregory Curl, the point person during the initial Merrill Lynch
takeover negotiations in 2008.

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BARZEL INDUSTRIES: Court OKs Hiring of Cole Schotz as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Barzel Industries, Inc., and its debtor-affiliates to employ Cole,
Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel.

Cole Schotz will, among other things:

   a. advise the Debtors of their rights, powers and duties as
      debtors-in-possession;

   b. advise the Debtors regarding matters of the bankruptcy law;
      and

   c. represent the Debtors in proceedings and hearings in the
      Court.

Norman L. Pernick, a member of Cole Schotz, told the Court that
prior to the petition date, Cole Schotz received a $604,795
retainer for the planning, preparation of documents and its
proposed postpetition representation of the Debtors, and for the
Chapter 11 petition filing fees.  After application of fees and
expenses, the remaining $254,815 constitutes an advance security
retainer.

The hourly rates Cole Schotz's personnel are:

     Member                            $300 - $725
     Special Counsel                   $335 - $415
     Associates                        $195 - $365
     Paralegals                        $140 - $230

Mr. Pernick assured the Court that Cole Schotz is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Pernick can be reached at:

     Cole, Schotz, Meisel, Forman & Leonard,
     500 Delaware Avenue, Suite 1410
     Wilmington, DE 19801
     Tel: (302) 652-3131
     Fax: (302) 652-3117

                      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). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

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

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


BARZEL INDUSTRIES: Has Until October 30 to File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Oct. 30, 2009, the period within which Barzel Industries
Inc. and its debtor-affiliates to file their schedules of assets
and liabilities and statements of financial affairs.

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

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

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

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

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


BEST BRANDS: Moody's Raises Corporate Family Rating to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service raised Best Brands Corporation's
Corporate Family Rating and Probability of Default Rating to Caa1
from Caa3.  Moody's also upgraded the first lien bank loans to B3
from Caa2 and the second lien bank loan to Caa2 from Ca.  The
rating outlook is stable.

The upgrade reflects Best Brands' continually improved credit
metrics since Moody's last rating action on April 28 of this year
when the rating outlook was changed to positive from negative.
The improvement has been largely driven by materially increased
gross margins primarily as a result of price increases and
commodity price easing earlier this year.  The better operating
performance has also resulted in enhanced liquidity, as indicated
by higher cash balance, revolver availability and expanded cushion
under bank covenants.

"While its latest margin expansion may not be sustainable and the
topline decline causes some concern, Moody's expect Best Brands'
run-rate credit metrics to be considerably stronger than their
2008 levels, when the company was in a severe financial distress,"
explained Moody's lead analyst John Zhao.  "The focus on managing
volatility in its input cost by implementing various hedging
programs, should improve its earning stability going forward."

The Caa1 CFR incorporates Best Brands' diverse product offering, a
portfolio of well known brand names and leading niche position in
the specialty bakery manufacturing and distribution.  The rating
is constrained by the company's weak interest and asset coverage,
its historically volatile earnings and management's limited post-
distress track-record.  The ratings could be under upward pressure
should the company be able to sustain its improved margins,
reverse the negative sales trend and reduce funded debt
meaningfully.

The rating action is:

* Corporate Family Rating -- upgraded to Caa1 from Caa3

* Probability of Default Rating -- upgraded to Caa1 from Caa3

* First lien revolving credit facility and term loan B -- upgraded
  to B3 (LGD3, 33%) from Caa2 (LGD3, 35%)

* Second lien term loan C -- upgraded to Caa2 (LGD5, 81%) from Ca
  (LGD5, 83%)

* Rating outlook -- stable

Headquartered in Minnetonka, Minnesota, Best Brands Corporation is
a manufacturer and distributor of specialty bakery products in the
U.S., specializing in frozen laminated dough, frozen baked cakes,
frozen muffins and bakery mixes, as well as other value-added
services sold to in-store bakeries and institutional baking
clients.  Revenues for the twelve months ending June 27, 2009,
were approximately $554 million.  Its parent company is Value
Creation Partners, Inc.


BOWEN BANBURY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bowen W. Banbury
        35 Ivy Street
        Denver, CO 80220

Bankruptcy Case No.: 09-31477

Chapter 11 Petition Date: October 12, 2009

Court: United States Bankruptcy Court
       District of Colorado

Judge:  A. Bruce Campbell

Debtor's Counsel: Peter W. Ito, Esq.
                  370 17th St, Ste. 4450
                  Denver, CO 80202
                  Tel: (303) 534-5160
                  Fax: (303) 534-5161
                  Email: pito@gordonrees.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 Mr. Banbury.


CABLEVISION SYSTEMS: S&P Cuts Rating on $650 Mil. Loan to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Cablevision Systems Corp. (BB/Negative/--) subsidiary
Newsday LLC's $650 million senior secured credit facility due
2013, which consists of a $525 million fixed-rate term loan and a
$125 million floating-rate term loan.

S&P is lowering the issue-level rating on the loan to 'BB' from
'BB+' and removed it from CreditWatch, where it was placed with
negative implications on Feb. 9, 2009.  S&P also revised the
recovery rating on the loan to '3' from '2'.  A '3' recovery
rating indicates that lenders can expect meaningful (50%-70%)
recovery in the event of payment default.  This issue rating
change does not affect the ratings on Cablevision and its other
subsidiaries.

                           Rating List

                    Cablevision Systems Corp.

         Corporate Credit Rating          BB/Negative/--

                         Ratings Lowered

                           Newsday LLC

                                      To        From
                                      --        ----
     Senior Secured Credit Facility   BB        BB+/Watch Neg
      Recovery Rating                 3         2


CALPINE CORPORATION: Moody's Affirms Corp. Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Calpine
Corporation including its Corporate Family Rating, Probability of
Default Rating, secured revolver and secured term loan at B2, its
speculative grade liquidity rating of SGL-2 as well as the B1
rating for Calpine Construction Finance Company, L.P.'s senior
secured notes.  Moody's also changed the rating outlook for
Calpine and CCFC to positive from stable, and assigned a B2 rating
to Calpine's planned issuance of up to $750 million in senior
secured notes.

The change in rating outlook and rating affirmation for Calpine
reflects the company's continuing on-target financial performance
since its February 2008 emergence from bankruptcy, and the
likelihood of similar financial performance for the foreseeable
future, given the company's hedging program and scheduled debt
reduction from the amortization of various project subsidiary
financings.  At 12 months ended June 30, 2009, Moody's calculates
the ratio of Calpine's cash flow to debt at slightly less than
10%, its cash flow coverage of interest above 2.0x and its free
cash flow to debt at 8%.  All of these metrics represent a
meaningful improvement from year-end 2008.  Moody's rating
incorporates a belief that Calpine should be able to meet or
exceed these metrics over the next 12 to 18 months.  These
financial measures, which incorporate Moody's standard
adjustments, are consistent with the financial measures of other
B-rated unregulated wholesale power companies.

The rating affirmation and positive rating outlook at CCFC
reflects the significant interrelationship between Calpine and
CCFC as more than 80% of CCFC's operating revenues are derived
through capacity payments from Calpine to CCFC under recently
executed 10 year tolling arrangements.  Through various
subsidiaries, Calpine is also responsible for the maintenance,
operation, and delivery of fuel to the CCFC plants through
bilateral agreements, all of which are guaranteed by Calpine.
Capacity payments from these 10-year tolling arrangements along
with separate contractual arrangements between subsidiaries of
CCFC and two electric cooperatives provide a high degree of
steady, predictable cash flow over the life of the debt, albeit
largely sourced from a B2 CFR counterparty.  CCFC's B1 senior
secured rating recognizes the strong collateral coverage at this
subsidiary as debt/KW is less than $300/KW providing CCFC
bondholders with substantial protection, particularly given the
age and efficiency of the CCFC assets.

The speculative grade rating of SGL-2 reflects Moody's view that
Calpine will have good liquidity over the next 12 months based
upon internal cash flow generation, balance sheet liquidity, and
headroom under the company's covenants.  During 2008, Moody's
calculates Calpine generated free cash flow of around $400 million
and expects the company's 2009 internal cash flow generation to
exceed last year's results by around 20%.  For the remainder of
2009 and into 2010, Calpine has largely mitigated its exposure to
lower natural gas prices through hedges reducing the potential for
margin and related cash flow compression, and through a natural
gas collar which provides a floor for natural gas prices but
enables Calpine's margins to benefit if natural gas prices
increase.  While future cash flow may be affected by lower market
heat rates, Moody's does not expect a decline in market heat rates
to materially impact Calpine's cash flow generation particularly
during the next four quarters.  Calpine's internal liquidity
position is aided by the company's cash position (unrestricted
cash of $1.5 billion at June 30, 2009) which was bolstered by the
October 2008 draw of $725 million under the company's $1 billion
secured revolver (matures March 2014).  Liquidity has also been
aided by the use of right-way hedges which helps reduce collateral
requirements during periods of higher natural gas prices.  Moody's
expects the company to be able to satisfy maturing debt
requirements over the next 12 months from internal sources, and
expects the company to remain comfortably in compliance with the
three financial covenants in its credit facilities.  With respect
to other forms of liquidity, virtually all of the company's assets
are pledged to creditors under either project level subsidiary
agreements or under the company's first lien credit agreements,
thereby limiting the extent to which asset sales could provide a
meaningful source of additional liquidity for the company.

The B2 rating assigned to the company's planned offering of up to
$750 million of senior secured notes reflects the pari-passu first
lien collateral position of noteholders relative to the company's
existing secured RC and term loan (rated B2) lenders.  Under the
proposed transaction, Calpine will offer existing term loan
lenders up to $750 million of secured notes in exchange for a like
principal amount of term loans.  The secured notes will have a
final maturity date of 2017 thereby reducing the size of the
material 2014 term loan maturity by more than 12.5%.  Moody's
observes that while the first lien secured note holders will share
in the collateral on a pari-passu basis, note holders will have
limits placed on its voting rights in certain circumstances until
such time as the RC and term loan has been reduced to less than
$500 million.  While these limitations serve to weaken
noteholders' position relative to the RC and term loan lenders, it
is not considered material enough to warrant a different rating on
the notes.

The rating could be upgraded if the company continues to
successfully execute on its current plan through strong plant
performance and a carefully implemented hedging strategy that
results in free cash flow generation which helps facilitate
consolidated debt reduction.  Specifically, Calpine's CFR could be
upgraded if the company's free cash flow generation remains in the
high single digits, its cash flow to debt exceeds 10%, and its
cash coverage of interest expense remains above 2.0x on a
sustainable basis.  In light of the positive rating outlook,
limited prospects exist for the rating to be downgraded in the
near-term.  However, should poor operating performance across the
fleet emerge or weaker than expected energy markets lead to a
decline in expected cash flows resulting in the ratio of cash flow
to interest expense falling below 1.5 x or cash flow to debt
declining to below 5%, the rating could be downgraded.

Moody's last rating action on Calpine and CCFC occurred on May 7,
2009, when Calpine's ratings were affirmed and when Moody's
assigned a first time B1 rating to CCFC's senior secured notes.

The ratings for Calpine's and CCFC's individual securities were
determined using Moody's Loss Given Default (LGD) methodology.
Based upon Calpine's B2 CFR and PDR, the LGD methodology suggests
a B2 rating for Calpine senior secured notes.

Assignments:

Issuer: Calpine Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 52
     - LGD4 to B2

Outlook Actions:

Issuer: Calpine Construction Finance Company, L.P.

  -- Outlook, Changed To Positive From Stable

Issuer: Calpine Corporation

  -- Outlook, Changed To Positive From Stable

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company with assets of $20.7 billion and an
aggregate generating capacity of 24,187 megawatts, including
partnership interests at December 31, 2008.  The company owns,
leases, and operates natural gas-fueled and renewable geothermal
power plants.


CANWEST GLOBAL: DBRS to Withdraw Ratings Following CCAA Filing
--------------------------------------------------------------
DBRS, in response to the recapitalization plans of Canwest Media
Inc., issued a statement on October 6, 2009, noting that
following the recent sale of its stake in Ten Network Holdings
Limited (Ten Network), the CMI Entities have $65 million in cash,
and have arranged for $100 million of debtor-in-possession
financing.  The Company's operations will continue uninterrupted
throughout this process.  Furthermore, DBRS notes that
US$398 million of Ten Network sales proceeds was placed with the
trustee for the benefit of the 8% noteholders.

DBRS downgraded the Issuer Rating of Canwest Media to D on
September 2, 2009.  This was preceded by DBRS lowering its Senior
Subordinated Notes rating on Canwest Media to D on April 15,
2009, after the Company failed to make a US$30.4 million interest
payment originally due on March 15, 2009.

Given the recapitalization agreement and the CCAA filing, DBRS
expects to withdraw its ratings of Canwest Media -- and likely
those of Canwest Limited Partnership, which is pursuing a
recapitalization of its own -- in due course.

                      About Canwest Global

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

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

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

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

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


CATALYST PAPER: David Smales Steps Down as VP-Finance & CFO
-----------------------------------------------------------
Catalyst Paper Corporation said it has accepted the resignation of
David Smales, vice president, finance and chief financial officer.
He will leave the company effective November 4, 2009, to join a
Toronto-based construction and infrastructure development firm.

The search for a successor is underway and a special committee of
the Board of Directors will review the shortlist of suitable
candidates in due course.

"David has provided strong financial oversight during a period of
significant change for our company and industry. He guided several
key business transactions to timely completion," said President
and Chief Executive Officer Richard Garneau, "and on behalf of the
Board I want to thank David for his contributions to our successes
to date."

Mr. Smales joined Catalyst in December 2005 as the vice-president,
strategy and was appointed to his current role in April 2007.

On June 23, 2009, the Company said it is reviewing alternatives
to address the maturity of its senior unsecured notes of
US$354 million, 8.625% notes and US$250 million, 7.375% notes
which mature in June 2011 and March 2014, respectively.  The
Company intends to take proactive steps towards refinancing in
light of current adverse credit conditions and the absence of any
signs of a meaningful recovery for the Company's product lines.

The Company's long-term corporate credit ratings were lowered from
B to CCC+ by Standard & Poor's Rating in June 2009 and from B1 to
B3 by Moody's Investors Service in July 2009.  The rating declines
reflect both the announced review of refinancing alternatives and
the weak market environment for the Company's products.

                       About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.  At June 30,
2009, Catalyst had C$2.2 billion in total assets and C$1.3 billion
in total liabilities.


CENTENNIAL COMMUNICATIONS: Posts $19.5-Mil. Income in Fiscal Q1
---------------------------------------------------------------
Centennial Communications Corp. reported net income of
$19.5 million, or $0.17 per diluted share, for the fiscal first
quarter of 2010 as compared to net income of $7.5 million, or
$0.07 per diluted share, in the fiscal first quarter of 2009.
Consolidated adjusted operating income (AOI)(1) was $107.2 million
for the fiscal first quarter, as compared to $101.3 million for
the prior-year quarter.

Centennial reported fiscal first-quarter consolidated revenue of
$258.9 million, which included $145.9 million from U.S. wireless
and $113.0 million from Puerto Rico operations.  Consolidated
revenue declined 2 percent versus the fiscal first quarter of
2009.  The Company ended the quarter with 1,057,500 total wireless
subscribers, which compares to 1,090,400 for the year-ago quarter
and 1,078,200 for the previous quarter ended May 31, 2009.  The
Company reported 789,100 total access lines and equivalents at the
end of the fiscal first quarter, which compares to 596,700 for the
year-ago quarter.

                         AT&T Transaction

On November 7, 2008, Centennial entered into a merger agreement
with AT&T providing for the acquisition of Centennial by AT&T.  On
October 13, 2009, AT&T and Centennial announced that they had
entered into a consent decree with the Department of Justice,
which allows the Merger to proceed, while requiring that AT&T
divest Centennial's operations in eight service areas in Louisiana
and Mississippi.  The eight service areas are Alexandria, La.,
Lafayette, La., LA-3 (DeSoto), LA-5 (Beauregard), LA-6
(Iberville), LA-7 (West Feliciana), MS-8 (Claiborne) and MS-9
(Copiah).  Under the terms of the merger agreement, Centennial
stockholders would receive $8.50 per share in cash.  The Merger
was approved by Centennial's stockholders in February 2009, but
remains subject to approval by the Federal Communications
Commission and to other customary closing conditions.  AT&T and
Centennial expect that, assuming timely satisfaction or waiver of
all remaining closing conditions, the Merger will be completed
early in the fourth quarter of calendar year 2009.

                  Centennial Segment Highlights

U.S. Wireless Operations

Revenue was $145.9 million, a 1 percent decrease from last year's
first quarter.  Retail revenue (total revenue excluding roaming
revenue) declined 6 percent from the year-ago period primarily due
to a 4 percent decrease in total wireless subscribers.  Roaming
revenue increased 36 percent from the year-ago quarter primarily
because of an increase in data roaming revenue, partially offset
by a decline in voice roaming revenue due to a 9 percent decrease
in the average voice roaming rate per minute.

Average revenue per user (ARPU) was $76 during the fiscal first
quarter, a 3 percent year-over-year increase.  ARPU included
approximately $8.70 of data revenue per user, which grew 31
percent from the year-ago period.

AOI was $65.0 million, an 11 percent year-over-year increase,
representing an AOI margin of 45 percent.  AOI benefited from
strong growth in roaming revenue and a decrease in handset
expenditures.

U.S. wireless ended the quarter with 633,100 total subscribers,
which compares to 659,800 for the prior-year quarter and to
652,000 for the previous quarter ended May 31, 2009.  Postpaid
subscribers decreased 22,100 from the fiscal fourth quarter of
2009 as postpaid churn rose to 2.8 percent.

Capital expenditures were $7.6 million for the fiscal first
quarter.

Puerto Rico Wireless Operations

Revenue was $79.7 million, a decrease of 6 percent from the prior-
year first quarter, primarily driven by a continued decline in
traditional voice revenue, partially offset by solid growth in
Instant Internet broadband data revenue.

ARPU was $63, which declined 5 percent from the year-ago period.
ARPU included approximately $11.38 of data revenue per user, which
increased 35 percent from the year-ago period.

AOI totaled $22.9 million, which was flat from the year-ago
period, representing an AOI margin of 29 percent.  AOI was stable
largely due to a decrease in handset expenditures.

Puerto Rico wireless ended the quarter with 424,400 total
subscribers, which compares to 430,600 for the prior-year quarter
and to 426,200 for the previous quarter ended May 31, 2009.
Postpaid subscribers decreased 2,300 from the fiscal fourth
quarter of 2009 due to a continued decline in traditional voice
customers, partially offset by an increase in Instant Internet
broadband data customers.  Postpaid churn rose to 3.3 percent.

Capital expenditures were $5.6 million for the fiscal first
quarter.

Puerto Rico Broadband Operations

Revenue was $36.2 million, a 2 percent year-over-year increase.
Revenue increased primarily due to solid access line growth,
partially offset by a decrease in recurring revenue per line.

AOI was $19.4 million, a 2 percent decrease from the year-ago
period, representing an AOI margin of 53 percent.  AOI declined
primarily due to increased bad debt expense.

Switched access lines totaled approximately 107,900 at the end of
the fiscal first quarter, an increase of 9,600 lines, or 10
percent from the prior-year quarter.  Dedicated access line
equivalents were 681,200 at the end of the fiscal first quarter, a
37 percent year-over-year increase.

Capital expenditures were $3.9 million for the fiscal first
quarter.

                         About Centennial

Based in Wall, New Jersey, Centennial Communications
(NASDAQ: CYCL) -- http://www.centennialwireless.com/and
http://www.centennialpr.com/-- provides regional wireless and
integrated communications services in the United States and Puerto
Rico with roughly 1.1 million wireless subscribers and 694,900
access lines and equivalents.  The U.S. business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                           *     *     *

As reported in the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services said that affected ratings,
including the 'B' corporate credit rating, on Wall, New Jersey-
based wireless services provider Centennial Communications Corp.
remain on CreditWatch with positive implications, where they were
placed on Nov. 10, 2008, pending the company's acquisition by AT&T
Inc. (A/Negative/A-1).

Centennial reported US$1.45 billion in total assets; and US$195.2
million in total current liabilities, US$2.02 billion in long-term
debt, US$155.5 million in deferred income taxes, US$31.9 million
in other liabilities, US$1.44 million in minority interest in
subsidiaries; resulting in US$949.8 million in stockholders'
deficit at May 31, 2009.


CHANA TAUB: Third Order Lifts Stay To Let Divorce Case Proceed
--------------------------------------------------------------
An estranged husband showed cause to lift the automatic stay and
permit a divorce action involving a Chapter 11 debtor to proceed
to the entry of judgment. Equitable distribution of marital
property and support issues remained to be resolved. The divorce
action had been pending for years, but the distribution and
support issues had been held in abeyance upon imposition of the
automatic stay. Creditors' rights would be protected by granting
limited relief from the stay and retaining enforcement of the
judgment in the New York bankruptcy court, where bankruptcy
priorities and non-spousal creditors could be protected.  In re
Taub, --- B.R. ----, 2009 WL 2601266 (Bankr. E.D.N.Y.).

This is Judge Stong's third order attempting to move this
contentious bankruptcy case along.  The Troubled Company Reporter
reported about Judge Stong's two earlier orders on Sept. 28, 2009,
and Oct. 5, 2009.

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


CHAPARRAL ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit and other ratings on independent exploration and production
firm Chaparral Energy Inc. on CreditWatch with developing
implications.  The CreditWatch status reflects the potential for
both positive and negative rating actions.

The rating action follows the announcement that Chaparral Energy
has entered into an agreement to merge with United Refining Energy
Co. (United Refining Energy is a separate legal entity from United
Refining Co.) "If the transaction is completed as proposed, S&P
think Chaparral's debt leverage could improve to approximately 4x
and its liquidity could exceed $100 million by year-end 2009,"
said Standard & Poor's credit analyst Paul B. Harvey.
Additionally, the added liquidity should enable Chaparral to
increase capital spending and, as a result, boost production
levels in 2010 and 2011, providing added support for near-term
cash flows.

Nevertheless, the transaction faces several hurdles.  The first,
and possibly the most challenging, is that the transaction must
meet a tight timeline.  United Refining Energy is required to
invest its capital by Dec. 11, 2009 (a six-month extension is
possible), necessitating an expedited schedule to obtain
regulatory approval, filing of proxy statements and subsequent
approval by United's shareholders, and acceptance by United's
warrant holders of a proposed redemption.  Second, Chaparral's
existing credit facility due October 2010 must be extended or
refinanced.  Finally, Chaparral must receive a minimum investment
by United Refining Energy of $250 million.  These, as well as
other conditions for the merger, pose significant challenges to
closing the transaction as planned.

The developing CreditWatch reflects the potential for positive and
negative rating actions depending on the success of the
transaction.  If completed as planned, the merger could result in
a positive rating action, given the resulting lower debt leverage
and improved liquidity mentioned above.  However, if the proposed
merger fails to close, S&P could lower its ratings on Chaparral.
S&P could do so based on its need to refinance or extend the
maturity of its credit facility due October 2010, and the
potential for diminished liquidity should the current borrowing
base be reduced and require repayment of outstanding borrowings
during the current redetermination.


CHEMTURA CORP: Gets Nod to Examine Teamsters on Pension Plan
------------------------------------------------------------
Chemtura Corp. and its units sought and obtained an order from the
U.S. Bankruptcy Court for the Southern District of New York,
directing the trustees or the actuary for the Teamsters Local 102
Pension Plan to (i) appear for oral examination as instructed
pursuant to a subpoena notice, and (ii) produce certain documents.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that Chemtura Corporation is a contributing employer to the
Pension Plan, which is a multiemployer defined benefit pension
plan that provides retiree benefits to certain union employees at
the Debtors' facility in Fords, New Jersey.  The Pension Plan is
subject to the terms and requirements of the Employee Retirement
Income Security Act of 1974.

Jones Apparel, formerly the most significant contributing
employer to the Pension Plan, withdrew or partially withdrew from
the Pension Plan effective March 31, 2009, which made Chemtura
the most significant contributing employer to the Pension Plan.

The Pension Plan's plan year ends each March 31.

As part of the Debtors' analysis of their assets and liabilities,
including their pension liability, the Debtors have reached out
to representatives of the trustee for the Pension Plan on an
informal basis to obtain specific information concerning, among
other things, estimates of termination and withdrawal liability
under the Pension Plan, Mr. Cieri tells the Court.

"The Debtors wish to better understand Chemtura's liability to
the Pension Plan in general, and, in addition, the Debtors wish
to better understand whether ERISA's rules regarding calculation
of withdrawal liability have been properly applied in the past,"
Mr. Cieri says.

Furthermore, the Debtors seek information regarding the potential
application of Section 1399 of ERISA to Jones Apparel, which
provides for a "look back" period for a mass withdrawal under a
multiemployer pension plan.

Mr. Cieri informs the Court that the Debtors, for five months,
attempted to obtain information concerning the Pension Plan on a
consensual basis.  Specifically, on or about March 18, 2009,
Kirkland & Ellis, the Debtors' counsel, asked these documents and
information regarding the Pension Plan from the Plan Trustees:

  (a) the most current Pension Plan documents with amendments;

  (b) the most current draft of the Pension Plan trust agreement
      with amendments;

  (c) the most recent Form 5500;

  (d) an estimate of the withdrawal liability for Chemtura Corp;
      and

  (e) an estimate of the termination liability for Chemtura.

After receiving none of the requested documents for more than a
month, Kirkland & Ellis again reached out to an attorney
representing the Plan Trustees on or about April 30, 2009, and
asked for the same documents.

Subsequently, the Debtors received some of the documents that
they seek, but the documents were incomplete or insufficient.

Among other things, the Debtors still seek these documents and
information from the Plan Trustees or the Actuary regarding the
Pension Plan:

  * All documents relating to the annual certification of the
    Pension Plan's actuary regarding the funded status of the
    Pension Plan prepared in accordance with Section 432(b)(3)
    of the Internal Revenue Code for the plan years beginning
    April 1, 2008, and April 1, 2009, including, but not limited
    to documentation of the assumptions and methodologies
    underlying the calculation of liabilities under the Pension
    Plan related to the certifications;

  * All documents relating to the annual funding notice required
    of the Pension Plan under Section 101(f) of ERISA prepared
    with respect to the plan year ended March 31, 2009,
    including, but not limited to, documentation of the
    assumptions and methodologies underlying the calculation of
    liabilities under the Pension Plan used for purposes of
    determining the liabilities included on the notice;

  * Each amendment, if any, to the Trust Agreement dated
    April 1, 1968;

  * All documents, whether part of the Pension Plan, Trust
    Agreement or otherwise, requiring use of the "5 year pooled
    method" as used in an electronic document labeled "L.102
    Fund Wd. Liab. calcs..PDF," provided on or about July 2,
    2009, for calculation of the liability that would attach to
    an Employer as a result of the Withdrawal of the Employer
    from the Pension Plan;

  * The financial statements for the assets of the Pension Plan
    as of March 31, 2009 and all documents relating to the
    financial statements;

  * The April 1, 2009 actuarial valuation report of the Pension
    Plan and all documents related to the preparation of the
    actuarial valuation report, including, but not limited to
    documentation and communications regarding the assumptions
    and methodologies used or to be used for purposes of such
    valuation report; and

  * All documents relating to the withdrawal of Jones Apparel
    from the Pension Plan, including, but not limited to
    documentation of the assumptions and methodologies
    underlying the calculation of the liability, the amount of
    the liability and the extent to which Jones Apparel has paid
    the liability to the Pension Plan or the schedule with
    respect to which the Trustees have demanded Jones Apparel
    pay the liability.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Gets Nod to Idle Ashley, Indiana Facility
--------------------------------------------------------
Chemtura Corp. and its units sought and obtained an order from the
Court, authorizing the long-term idling of the Debtors' Ashley,
Indiana facility and the rationalization of the workforce at the
Facility.

Debtor Bio-Lab, Inc., owns and operates a chemical manufacturing
plant in Ashley, Indiana as well as nearby warehousing and
storage space.  The Ashley Warehouse primarily houses chemicals
and finished products related to the manufacturing activities at
the Ashley Plant.  Historically, the Ashley Plant has been one of
two primary manufacturing sites for Bio-Lab's consumer liquid
products, including, most notably, "The Works."  Bio-Lab's other
main liquid-product manufacturing site is located in Conyers,
Georgia.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors are working together with their
financial advisors to analyze the manufacturing capabilities,
productivity, efficiency, maintenance requirements, labor costs
and operating costs of certain of their manufacturing facilities
in relation to the Debtors' business goals and objectives.
Through the analysis, the Debtors have taken steps to rationalize
costs relating to production and to conform their manufacturing
facilities to projected operating needs.

In this regard, the Debtors have developed a plan to consolidate
the plant footprint of their North American consumer supply chain
and as part of that plan, they have determined that the Ashley
Facility should be consolidated with the Conyers Facility in
order to ensure the efficient and cost-effective operation of
Bio-Lab's consumer liquid manufacturing lines.

The Debtors concluded that they can obtain material cost savings
and other material benefits through idling the Ashley Facility
and rationalizing the Ashley Facility workforce.

The Debtors' current expected annual fixed costs for the Ashley
Facility exceed $400,000.  Mr. Cieri says that by idling the
Ashley Facility, the Debtors expect to save most of those fixed
costs and also derive operational cost savings across both the
Ashley Facility and the Conyers Facility.  Accordingly, the
Debtors have determined that the Ashley Facility and its
workforce are no longer integral to their ongoing business and
that ongoing operations at the Ashley Facility are not beneficial
to their estates.

Under the circumstances, the Debtors intend to place the Ashley
Facility in long-term idle mode and effect a commensurate
reduction of the workforce presently employed at the Ashley
Facility to reflect future projected staffing needs.  The Debtors
intend, over the course of a nine-month period, to transition
operations and move all of Bio-Lab's liquid production lines and
equipment from the Ashley Plant to the Conyers Facility for the
termination of operations at the Ashley Plant.

To accomplish these tasks, the Debtors have developed a plan to
address environmental and workforce issues related to the long-
term idling.  The Debtors expect that they will, over time, seek
to terminate, consensually modify, or reject certain executory
contracts associated with the Ashley Facility, all consistent
with the nine-month time frame for disposition of the property
and equipment at the Ashley Facility and the consolidation of the
Ashley Facility with the Conyers Facility.

The Ashley Plant employs 48 full-time employees, comprising of
approximately 10 salaried and 38 hourly employees.  The Ashley
Warehouse employs 7 full-time employees.  In accordance with the
consolidation and idling of the Ashley Facility, those employees
will be eliminated from the Debtors' workforce in stages over a
nine-month period consistent with the timeframe for transition,
decommissioning and consolidation of the Ashley Facility and the
Conyers Facility.  In connection with the rationalization of the
Ashley Facility workforce, the Debtors estimate that about
$400,000 in severance will be paid in the aggregate to the
terminated employees pursuant to the Debtors' employee severance
plan.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Has Deal to Recover $9.2MM Paid in Securities Suit
-----------------------------------------------------------------
Chemtura Corp. and its units ask the Court for authority to enter
into a stipulation relating to the return of $9,292,500 that
Chemtura Corporation, f/k/a Crompton Corporation, transferred
prepetition in connection with a settlement of a class action
lawsuit for alleged violations of federal securities laws filed by
Pierre Brull and William Ashe, as lead plaintiffs, in the District
Court for the District of Connecticut.

The Lead Plaintiffs alleged, among other things, that during the
period between October 26, 1998 and October 8, 2002, Chemtura and
other co-defendants issued materially false and misleading
statements concerning their reported financial results and
competitions, pricing, sales and margins.

In August 2006, the Lead Plaintiffs, Chemtura and the other co-
defendants entered into mediation before Judge Daniel Weinstein,
whereby the Parties agreed to settle the Securities Action for
$20,650,000.  The Parties entered into a stipulation pursuant to
which they agreed to fully and finally dispose of the Securities
Action and any and all other claims against Chemtura and the co-
defendants.  By December 12, 2008, the Connecticut District Court
preliminarily approved the Prepetition Settlement Agreement and
scheduled a final approval and fairness hearing for June 12,
2009.

Pursuant to the Prepetition Settlement Agreement, Chemtura made
payments on December 23, 2008, and January 26, 2009, totaling
$9,292,500 in relation to the Prepetition Settlement Amount to
Murray Frank & Sailer LLP and Barroway Topaz Kessler Meltzer &
Check LLP as counsel to the Lead Plaintiffs and escrow agents for
an escrow account created under the Prepetition Settlement
Agreement.

However, on March 18, 2009, the Debtors, including Chemtura,
filed voluntary petitions for relief under the Bankruptcy Code
and as a result, the Connecticut District Court has continuously
adjourned the final approval hearing with respect to the
Prepetition Settlement.

By a letter to the Escrow Agents, Chemtura asserted that the
Prepetition Transfers are recoverable as preferential payments
pursuant to Section 547 of the Bankruptcy Code and demanded the
return of the payments.

Accordingly, as a result of arm's-length negotiations, Chemtura
and the Escrow Agents have reached an agreement for the return of
the Prepetition Transfers to Chemtura.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the proposed Settlement Stipulation provides for the
return of the funds without the expense of pursuing a preference
litigation in the Court and allows Chemtura to realize a
significant recovery for its estate.

Pursuant to the Settlement Stipulation, the Lead Plaintiffs will,
within three days after the Court's entry of an approval of the
Settlement Stipulation, cause the Escrow Agents to return the
Prepetition Transfers; and upon receipt, Chemtura will be deemed
to fully, finally and forever release and discharge the Lead
Plaintiffs and the Escrow Agents from any and all claims that
Chemtura has against the Lead Plaintiffs or the Escrow Agents
solely with respect to the Lead Plaintiffs' and the Escrow
Agents' retention of the Prepetition Transfers during Chemtura's
Chapter 11 case.

In addition, pursuant to the Settlement Stipulation, Chemtura,
the Lead Plaintiffs and the Escrow Agents fully, finally and
forever release and discharge each other from any and all costs
directly, or indirectly, related to, or in connection with, the
return of the Prepetition Transfers.

As a result of the Settlement Stipulation and the return of
funds, the Lead Plaintiffs may pursue claims against Chemtura in
the Chapter 11 cases.  However, Mr. Cieri points out that any
claims will be subject to subordination under Section 510(b) of
the Bankruptcy Code.

Mr. Cieri further notes that once Chemtura's funds are returned
from escrow, it is possible that the Lead Plaintiffs will
prosecute the Securities Action against the individual
defendants.  Should it occur, Chemtura reserves its rights to
seek a stay of the litigation from the Court.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Parties Object to $14MM Fees for 2.5 Months Work
---------------------------------------------------------------
Thirteen professionals retained or employed in Chemtura Corp.'s
Chapter 11 cases, in separate filings, submitted to the
Court applications for the allowance of fees for professional
services rendered and reimbursement of the incurrence of
reasonable expenses:

Professional                 Period           Fees      Expenses
------------               ---------       ----------   --------
Kirkland & Ellis LLP       Mar. 18 to      $5,132,958   $167,487
                           Jun. 30, 2009

Akin Gump Strauss Hauer    Mar. 29 to       2,474,449     69,639
& Feld LLP                 Jun. 30, 2009

Deloitte Tax LLP           Mar. 18 to       1,396,457     32,731
                           Jun. 30, 2009

KPMG LLP                   Mar. 18 to       1,107,935          0
                           Jun. 30, 2009

Lazard Freres & Co. LLC    Mar. 18 to         862,903     31,797
                           Jun. 30, 2009

Duane Morris LLP           Apr. 13 to         392,085     13,450
                           Jun. 30, 2009

FTI Consulting, Inc.       May 5 to          163,474        126
                           Jun. 30, 2009

DLA Piper LLP (US)         Mar. 18 to         252,708     14,244
                           Jun. 30, 2009

O'Melveny & Myers LLP      Mar. 18 to         201,229        379
                           Jun. 30, 2009

Allen & Overy LLP          Mar. 18 to         393,876      6,274
                           Jun. 30, 2009

Genetelli Consulting       Mar. 18 to         593,752     10,165
Group                      Jun. 30, 2009

Katten Muchin Rosenman     Mar. 18 to         664,646     60,991
LLP                        Jun. 30, 2009

Ogilvy Renault LLP         Mar. 18 to         497,695     39,641
                           Jun. 30, 2009

The fees sought by the 13 professionals aggregate approximately
$14 million, while the expenses aggregate approximately $440,000.

Chemtura Corp. Chief Executive Officer Craig Rogerson disclosed,
in an interview with ICIS, that legal fees and interest payments
have cost the Debtors 18% of their $400 million DIP financing.

Several parties filed responses and objections to the Chapter 11
professionals' first interim fee applications.

The Parties point out that the pending fee applications total
approximately $14.8 million in fees and expenses and the cost of
administering the Debtors' cases for the first interim period is
well over $4 million per month or $140,000 per day and that by
any standard, the professional fees are "breathtaking".

A. Company Stock Fund

The Chemtura Corporation Employee Savings Plan, with respect to
the Company Stock Fund, provides that a fee auditor or a fee
committee should be appointed to ensure the cost-effective
administration of the Debtors' Chapter 11 cases.

The Company Stock Fund asserts that any approval by the Court of
the Fee Applications should be subject to the ability of any
subsequently appointed fee auditor or fee committee to review the
first interim fee applications and to submit any findings,
recommendations, or objections to the Court for further action.

B. DIP Lenders' Agent

Citibank, N.A., as administrative agent for the lender parties to
the Senior Secured Superpriority DIP Credit Agreement, reminds
the Court that the Final DIP Order sets a limit on the fees and
expenses that may be incurred by the Official Committee of
Unsecured Creditors in its efforts to investigate the Debtors'
prepetition secured indebtedness at $200,000.

Citibank points out that the professionals the Committee
retained, namely Akin Gump Strauss Hauer & Feld LLP and FTI
Consulting, Inc., are collectively seeking fees in excess of
$1,000,000 for work related to the investigation of the Debtors'
prepetition secured indebtedness out of the firms' $2,707,739
requested fees.

For these reasons, Citibank the Court to limit the payment of any
Avoidance Action Fees to Akin Gump and FTI to $200,000 unless
they certify that the fees sought are not for Avoidance Action
Fees.

C. U.S. Trustee

The United States Trustee asks the Court to reduce any
compensation awarded to the bankruptcy professionals by a
percentage to be determined by the Court pending the final
resolution of the Debtors' Chapter 11 cases.

The U.S. Trustee points out the fee application submitted by
Kirkland & Ellis LLP sought $5,132,958 in fees and reimbursement
of out-of-pocket expenses aggregating $167,487.  The U.S. Trustee
specifically notes that (1) Kirkland sought fees, aggregating
$151,840, for services performed by four associates whose year of
admission to practice is 2010; and (2) Kirkland sought $13,920
for the services of Jonathan Kidwell, Esq., for whom no year of
admission is listed.  The hourly rates for each of the four
associates who are to be admitted to the bar in 2010 are listed
as $365 per hour, and the rate for Mr. Kidwell is listed as $320
per hour.

Kirkland needs to explain whether Mr. Kidwell and the 2010
Associates were actually attorneys licensed to practice in any
jurisdiction during the relevant compensation period, the U.S.
Trustee asserts.

If Mr. Kidwell and the 2010 Associates are law school graduates
who have not yet been admitted to practice law in any
jurisdiction during the Fee Period, then their compensation rates
should be reduced to be consistent with those of the firm's non-
attorney employees, the U.S. Trustee contends.

                 Akin Gump Responds, FTI Joins

Daniel H. Golden, Esq., at Akin Gump, in New York, argues that
the DIP Agent failed to grasp the plain language of the Final DIP
Order, which actually permits the current payment of Avoidance
Action Fees in excess of $200,000.  He elaborates that a certain
paragraph in the Final DIP Order "just makes such excess amounts
subordinate to the Superpriority Claim, the Carve-Out and the
Adequate Protection Obligations -- like every other
administrative expense incurred and paid by the Debtors during
the pendency of these chapter 11 cases."

To the extent the Court determines that the Avoidance Action Fees
are reasonable, based on paragraph 28(a) of the Final DIP Order,
the fees should be allowed and paid as administrative expenses
under Section 331 of the Bankruptcy Code, Mr. Golden asserts.  He
further adds that pursuant to the same plain language, the
Avoidance Action Fees in excess of $200,000 would be subject to
disgorgement in the event that the Superpriority Claim, the
Carve-Out or the Adequate Protection Obligations were not paid in
full as a result of the conversion of the Chapter 11 cases to
Chapter 7 and a determination that the Debtors' estates were
administratively insolvent.

With regard to the U.S. Trustee's objection, Mr. Golden contends
that representation of official committees is labor intensive and
requires the attention of a multitude of attorneys of varying
experiences from different practice sections.  He maintains that
Akin Gump has carefully reviewed the time entries for those
present at intra-office meetings and believes the level of
staffing was appropriate for the tasks involved and that Akin
Gump would not have been able to competently handle the
particular meetings or adequately analyze the issues at hand with
only one lawyer.

Mr. Golden informs the Court that Akin Gump's expenses are
available for inspection and is supported by documentation
substantiating each expense.

Furthermore, with regard to the Company Stock Fund, Mr. Golden
relates that the Committee opposes the appointment of a fee
auditor, but does not oppose the formation of a fee committee.

"As a fiduciary for unsecured creditors, the Committee has an
obligation to review all fees and expenses incurred by
professionals retained by the estates to ensure that the services
being rendered are appropriate and non-duplicative," Mr. Golden
explains.  He adds that "any fee auditor appointed
would incur substantial administrative expenses that would be
borne by the Debtors' estates."

FTI Consulting joins in the Akin Gump's response.  FTI notes that
its fees in connection with the investigation and prosecution of
claims related to Prepetition Secured Indebtedness totaled only
$26,659 and not $76,552.

                    Kirkland & Ellis Responds

After reviewing the U.S. Trustee's questions, Kirkland & Ellis
believes that the requested reduction is not warranted.  The firm
informs the Court that it is in the process of providing the U.S.
Trustee with specific information, which will address the U.S.
Trustee's concerns.  Kirkland says it is hopeful of a consensual
resolution of the objection before the hearing on its fee
application.

With regard to Company Stock Fund's response, Kirkland argues
that there is no need for the Court to appoint a fee auditor or
fee committee because the parties are still in discussions and
the professionals seek only interim fee approval, which would be
subject to further review.

                Ogilvy Renault Supplements Filing

Ogilvy Renault LLP, the Debtors' special counsel, submitted a
description of its services with further elaboration along with a
revised summary of hours.

Accordingly, Ogilvy Renault pleads that its fee application not
be reduced by $10,000.

In addition, Ogilvy Renault enclosed a detailed itemization of
expenses together with underlying documentation.

                        J. Jacks Reacts

Jon Eric Jacks, an equity holder of 800,000 shares of Chemtura
common stock, complains that Kirkland & Ellis "no longer
represents [the Debtors] as they should but rather K&E represents
K&E."  Mr. Jacks says that K&E along the way forgot that it owes
a fiduciary duty to all stakeholders and not just creditors.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Presents Postpetition CBA With USW
-------------------------------------------------
Chemtura Corp. and its units sought and obtained authority from
the Court to enter into a new collective-bargaining agreement with
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Worker International Union, Local
No. 397 for the Debtors' union employees at their facility in
Perth Amboy, New Jersey.

In the ordinary course of their business, the Debtors are party
to several collective bargaining agreements with respect to their
unionized employees.  One of the agreements is the collective
bargaining agreement between Chemtura Corporation and USW, dated
as of August 7, 2006, which governs the terms of employment of
approximately 38 employees in the bargaining unit at the Perth
Amboy Facility, which is part of the Debtors' urethane business.

Among other things, the Prepetition CBA:

  (a) recognized USW as the representative of the bargaining
      unit;

  (b) required that all employees in the bargaining unit become
      and remain members in good standing of USW;

  (c) provided details on the seniority of represented
      employees;

  (d) set requirements for employees' work week and shifts
      at the Perth Amboy Facility;

  (e) detailed the terms of call-in, overtime and holiday time
      and compensation; and

  (f) established requirements for suspension or discharge of
      represented employees.

Additionally, the Prepetition CBA provides that during its term
neither USW nor any of its members "shall strike or engage in any
strike activity against [the Debtors]" and the Debtors "will not
lock out its employees or engage in any lockout activities."


The Prepetition CBA expired by its terms on July 31, 2009.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that consistent with past practice, the Debtors and USW
entered into good faith, arm's-length negotiations concerning the
terms of a new collective bargaining arrangement in early July
2009.  Following the negotiations, the Debtors and USW reached an
agreement on the terms of the Postpetition CBA.  On August 3,
2009, USW submitted the terms of the Postpetition CBA to its
members for ratification, which they subsequently approved.

Mr. Cieri reveals that the Postpetition CBA is a three-year
agreement extending the Prepetition CBA effective as of August 1,
2009.  As with the Prepetition CBA, the Postpetition CBA will
govern the terms of employment of represented employees at the
Perth Amboy Facility, including wage increases, and time-off,
holiday and overtime pay.  The Postpetition CBA also provides
that neither USW nor its represented employees will strike or
engage in any strike activity during the duration of the
Postpetition CBA.

Additionally, the Postpetition CBA will effectuate these changes
to the Prepetition CBA:

  (a) Update or delete obsolete language;

  (b) Revise all language in the agreement to make it "gender
      neutral";

  (c) Reduce the additional amount that Chemtura will pay to an
      engineer chief with a "Gold Seal" certification level;

  (d) Permit Chemtura to use outside guard service for site
      security where the Perth Amboy Facility is operating on a
      five-day schedule; and

  (e) Provide two lump-sum payments to each union employee.

The Postpetition CBA also will provide that wages will not
increase during the first two years of the agreement, but will be
subject to re-negotiation in the third year.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CITIGROUP INC: Files Financials Reflecting Nikko, Other Deals
-------------------------------------------------------------
Citigroup Inc. on Tuesday filed a Form 8-K with the Securities
and Exchange to conform its historical consolidated financial
statements to reflect the sale of Nikko Cordial Securities,
Inc., and other organizational changes.  The Company provided
supplemental disclosure which describes how the changes impact the
historical results of operations.

On October 1, 2009, the Company closed the sale of Nikko Cordial
Securities to Sumitomo Mitsui Banking Corporation.  The
transaction has a total cash value to Citi of JPY776 billion
(US$8.7 billion at an exchange rate of JPY89.60 to US$1.00 as of
September 30, 2009).  The cash value is comprised of the purchase
price for the transferred business of JPY545 billion, the purchase
price for certain Japanese-listed equity securities held by Nikko
Cordial Securities of JPY30 billion, and JPY201 billion of excess
cash derived through the repayment of outstanding indebtedness to
Citi.  The transaction will result in Citi recognizing an
immaterial after-tax gain during the fourth quarter.  A total of
about 7,800 employees are included in the transaction.

The assets and liabilities of Nikko Cordial totaled $19.4 billion
and $12.4 billion, respectively, at June 30, 2009.

On December 5, 2008, the Company completed the sale of its German
Retail Banking Operations.  On July 31, 2008, the Company
completed the sale of CitiCapital's equipment finance unit in
North America.  On July 1, 2005, the Company completed the sale of
Citigroup's Travelers Life & Annuity, and substantially all of
Citigroup's international insurance businesses, to MetLife, Inc.
On December 1, 2005, the Company completed the sale of
substantially all of its Asset Management Business in exchange for
the broker-dealer business of Legg Mason, Inc.

                      Organizational Changes

In January 2009, Citigroup announced its new corporate
organizational structure.  The Company is now organized into four
segments -- Citicorp's Regional Consumer Banking, Citicorp's
Institutional Clients Group (Securities and Banking and
Transaction Services), Citi Holdings and Corporate/Other.

Citigroup filed with the SEC exhibits showing the results of
discontinued operations:

     -- Supplemental information of Citigroup reflecting
        discontinued operations and previously announced
        organizational changes.

        See http://ResearchArchives.com/t/s?46e8

     -- Historical audited consolidated financial statements of
        Citigroup, reflecting discontinued operations and
        previously announced organizational changes.  Also
        included is the Report of Independent Registered Public
        Accounting Firm dated February 27, 2009.

        See http://ResearchArchives.com/t/s?46e9

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.


CLEAR CHANNEL: Outdoor Unit's CEO Meyer to Retire in December
-------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., an indirect subsidiary of
Clear Channel Communications, Inc., said on October 13, 2009, that
Paul J. Meyer will retire from his current position as the
President and Chief Executive Officer -- Americas of Clear Channel
Outdoor, Inc., effective December 31, 2009.

Following December 31, 2009, Mr. Meyer has agreed to serve as an
exclusive consultant to Clear Channel Outdoor for a period
commencing on January 1, 2010, and expiring on October 15, 2012.
Mr. Meyer will focus his efforts on further developing Clear
Channel Outdoor's digital sign business.

The terms of Mr. Meyer's severance arrangements are still being
finalized.

As reported by the Troubled Company Reporter on October 9, 2009,
Clear Channel'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: Amends Prospectus to Reflect ComVest Deal
--------------------------------------------------------------
Clearpoint Business Resources, Inc., filed with the Securities and
Exchange Commission prospectus supplement to supplement
information contained in the prospectus dated October 1, 2009,
relating to the resale by selling security holders of up to
3,710,825 shares of Clearpoint common stock, $0.0001 par value,
issuable upon the exercise of warrants issued in connection with
financing transactions.

As reported by the Troubled Company Reporter, Clearpoint on
October 7, 2009, entered into a letter amendment to the Amended
and Restated Revolving Credit Agreement, dated as of August 14,
with ComVest Capital, LLC, referred to as ComVest.  The loan
agreement provided that Clearpoint'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.  Pursuant to the letter amendment, the parties agreed to
extend Clearpoint's obligation to have such directors serve on the
Board until December 27, 2009.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus.

                       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.


CLUB AT WATERFORD: Has Until Nov. 9 to Convert Case to Chapter 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
extended until Nov. 9, 2009, the deadline for The Club at
Waterford, LP to request for a conversion to a Chapter 7.

The Court said that it will dismiss the bankruptcy case unless the
Debtor files a request to convert this case to a case under
chapter 7 of the Bankruptcy Code on or before Nov. 9, 2009.

Based in Marble Falls, Texas, The Club at Waterford, LP, is a
single real estate debtor.  The Company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of between
$50 million and $100 million, and debts of between $10 million and
$50 million.


COLISEUM ENTERTAINMENT: Revenue Dept. Wants Conversion to Ch. 7
---------------------------------------------------------------
The Pennsylvania Department of Revenue has sought to convert
Coliseum Entertainment Group, Inc.'s Chapter 11 reorganization
case to Chapter 7 liquidation, after the Company failed to pay the
more than $15,000 in state taxes owed on the Coliseum
Entertainment Megaplex, court document say.

Members 1st Federal Credit Union, which owns the $6.2 million
mortgage on the megaplex, had stepped in to keep the megaplex
operating, paying off back taxes for 2007 and 2008 totaling
$120,000 in September.

Citing the revenue department, Michelle Samaad at Credit Union
Times reports that for the Coliseum Entertainment Megaplex to
emerge from Chapter 11 or be put up for sale, all taxes must be
paid first.  a sale of the business hasn't yet been approved.

Camp Hill, Pennsylvania-based Coliseum Entertainment Group, Inc.,
owns an entertainment arena.  The Company filed for Chapter 11
bankruptcy protection on August 20, 200 (Bankr. M.D. Pa. Case No.
08-02990).  Craig A. Diehl, Esq., at Craig A. Diehl Law Offices
assists the Company in its restructuring efforts.  The Company
listed $500,000 to $1,000,000 in assets and $1,000,000 to
$10,000,000 in debts.


COLONIAL BANCGROUP: Wants Schedules Filing Extended Until Oct. 19
-----------------------------------------------------------------
The Colonial BancGroup, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Alabama to extend until Oct. 19, 2009, the
time to file its schedules of assets and liabilities, schedules of
current income and expenditures, and schedules of executory
contracts and unexpired leases, and its statement of financial
affairs.

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

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

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


CONCORD STEEL: Can Use Cash Collateral until December 21
--------------------------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio approved the third stipulation between Concord
Steel, Inc., the lenders, secured creditors and parties-in-
interest, extending the limited use of cash collateral until
Dec. 21, 2009.

The Court will hold a final hearing on the Debtor's use of cash
collateral on Oct. 28, 2009, at 10:15 a.m. Eastern Time.

As of Concord Steel's petition date, the Debtor owed the lenders
$12,980,627 plus interest and costs that have accrued or may
accrue.  The Debtors remain in default of its obligations under
the loan documents.

The lenders, consisting of Bank of America, as administrative
agent, First Merit Bank, N.A., Fifth-Third Bank, and RBS Citizens,
National Association dba Charter One Bank, consented to the
limited use of cash collateral subject to the Debtor granting the
agent for the benefit of the lenders, postpetition security
interests, liens, and superpriority administrative expense claims.

The Debtors relate that its ability to continue its business and
preserve the value inherent in the Debtor as a going concern
depends upon its ability to use the cash collateral, and other
collateral subject to the prepetition security interests.

The Debtor's authorization to use cash collateral will expire on
5:00 p.m. EST on Dec. 21, 2009; its failure to sell assets; or any
other violation by the Debtor of this Order.

                     About Concord Steel, Inc.

Concord Steel, Inc., a wholly owned subsidiary of Stamford
Industrial Group (Pink Sheets: SIDG) -- http://www.Stamfordig.com/
-- acquired in October 2006, is an independent manufacturer of
steel counter-weights and structural weldments that are
incorporated into a variety of industrial equipment, including
aerial work platforms, cranes, elevators and material handling
equipment.

Concord Steel, Inc., filed for Chapter 11 on Sept. 14, 2009
(Bankr. N.D. Ohio Case No. 09-43448).  On Sept. 28, 2009, Stamford
Industrial followed Concord Steel into Chapter 11 (Bankr. N.D.
Ohio Case No. 09-43669).  Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtors in their restructuring effort.
Concord Steel's petition says assets and debts are between
$10,000,001 and $50,000,000.


CRUSADER ENERGY: To Sell Oil & Gas Assets in Whittenburg Basin
--------------------------------------------------------------
Crusader Energy Group Inc. will be offering for sale certain oil
and gas assets in the Whittenburg Basin in the Texas Panhandle.
The sale will be structured as a sale of assets under Section 363
of the Bankruptcy Code.

On September 25, 2009, Crusader filed with the Bankruptcy Court
proposed bid procedures with respect to the Whittenburg Basin
Assets.  A hearing on the motion was held on October 7, 2009.

On September 22, 2009, Crusader entered into an agreement with
SandRidge Energy, Inc., pursuant to which SandRidge Energy has
agreed to purchase all shares of common stock of Crusader that
will be issued upon the effectiveness of the reorganization of
Crusader and its wholly-owned subsidiaries under Chapter 11 of the
Bankruptcy Code.  The Whittenburg Basin Assets will not be
acquired by SandRidge Energy and are expressly excluded from the
SandRidge Energy transaction.

Jefferies & Company, Inc. is acting as financial adviser to
Crusader in its Chapter 11 reorganization and is advising Crusader
on this potential sale.  Vinson & Elkins LLP is restructuring and
reorganization counsel to Crusader.  For all sale inquiries
regarding the Whittenburg Basin Assets please contact Andy Rogers
of Jefferies & Company, Inc. at 281.774.2000.

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink
Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores,
develops and acquires oil and gas properties, primarily in the
Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth
Basin in the United States.  It has working interests in more than
1,000 wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Jefferies & Company, Inc. acts as financial
adviser to Crusader in its Chapter 11 reorganization.  BMC Group
Inc. is claims and notice agent.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors.


DAUFUSKIE ISLAND: $49.5MM Lead Bid at Oct. 28 Auction
-----------------------------------------------------
Daufuskie Island Properties LLC will sell its Daufuskie Island
Resort & Breathe Spa on Hilton Head Island in South Carolina at a
combined auction and sale-approval hearing on Oct. 28, Bill
Rochelle at Bloomberg News reported.  The Chapter 11 trustee
already has a $49.5 million offer from Montauk Resorts LLC.
Competing bids are due Oct. 21.

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operates the Daufuskie Island Resort & Breathe Spa.  The company
was owned by Gayle and Bill Dixon, a San Francisco Bay area
couple.

Daufuskie Island Properties filed for Chapter 11 in January 2009
(Bankr. D. S.C. Case No. 09-00389).


DAYTON SUPERIOR: Wins Confirmation of Reorganization Plan
---------------------------------------------------------
Dayton Superior Corporation said October 14 that the U.S.
Bankruptcy Court for the District of Delaware in Wilmington has
confirmed the Company's Plan of Reorganization.  The Plan was
accepted by an overwhelming majority of Dayton Superior's
creditors.

"We are pleased that the court has confirmed our Plan of
Reorganization, clearing the way for us to officially exit
bankruptcy on or about October 26th," said Eric R. Zimmerman,
Dayton Superior's President and Chief Executive Officer. "We want
to thank our employees, customers, distributors, and suppliers,
who supported us during this process as well as our new financial
sponsors, Oaktree Capital Management, L.P. and Solus Alternative
Asset Management LP; and our exit lenders -- Bank of America, UBS,
Key Bank, Silverpoint and Davidson Kempner."

Under the Plan as confirmed by the court, Dayton Superior will
eliminate $230 million in debt, or approximately 65% of its total
debt at filing, and annual interest payments will be reduced by
approximately $24 million. All existing common shares in the
Company are being cancelled and will receive no recovery. The
Company will emerge with a new $110 million, four-year revolving
credit facility and a $100 million term loan.

"This financial reorganization has been transformative for Dayton
Superior," said Zimmerman. "We have substantially reduced the debt
burden that the Company has labored under for nearly a decade and
positioned the Company for a bright future. The new financing will
provide more than adequate liquidity to meet all of our working
capital needs, including future capital investments, and the
capacity to endure an extended weak economic environment."

Under the confirmed Plan, $170 million prepetition senior
subordinated notes will be converted into new stock of the
reorganized Company. Qualified note holders have purchased
additional shares of stock through a $100 million rights offering
which was backstopped by Oaktree, the largest prepetition note
holder. When the Plan becomes effective, Oaktree will own a
substantial majority of the stock of the reorganized Company,
which will be privately held and operated by the current
management team.

                      Objections to Plan

Prior to the confirmation hearing, Dayton Superior received
objections to confirmation of its plan of reorganization from the
U.S. Trustee and U.S. Bank NA, the indenture trustee for the $22
million in 10% junior subordinated convertible notes.  According
to Bill Rochelle at Bloomberg News, U.S. Bank contends in
substance that the plan improperly cuts off the indenture
trustee's right to collect its fees, which it says are expenses of
the Chapter 11 case.  The indenture trustee also says its expenses
aren't subordinated.  The U.S. Trustee, an arm of the U.S. Justice
Department, says the plan improperly releases third parties,
including some with only a "remote" or "tangential" connection to
the reorganization.

                     About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and
distributes construction products.  Aztec Concrete Accessories
Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa
Inc., Southern Construction Products Inc., Symons Corporation and
Trevecca Holdings Inc. were merged with the Company December 31,
2004.

The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DORMITORY AUTHORITY: Fitch Affirms 'BB+' Rating on $260 Mil. Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately
$260 million of the Dormitory Authority of the State of New York
(Orange Regional Medical Center Project) revenue bonds, series
2008.  The Rating Outlook is Stable.

The rating affirmation reflects Orange Regional Medical Center's
dominant primary service area market share in a good location, a
replacement hospital construction project that is on time and
within budget, and improving profitability trends.  Offsetting
credit factors include significant remaining construction risk,
modest liquidity balances, and high debt position.

ORMC has a dominant primary service area market share of about 62%
in a demographically favorable location.  Its closet competitor
(Westchester County Medical Center) only captures about 6%
inpatient market share, with the rest spread among smaller
community hospitals scattered around the region.

The replacement hospital project financed with the series 2008
bonds remains on time and within budget, with only minor change
orders that are effectively being addressed by the project manager
and with contingency funds.  Regardless, Fitch remains concerned
about the project's scope and size and the potential for increased
costs and business interruptions until completion and start-up in
during the first quarter of 2011.

ORMC finished fiscal 2008 (ending Dec. 31) with an operating gain
of $9.9 million (4.3% operating margin) and operating EBITDA of
$20.7 million (6.9% operating EBITDA margin).  ORMC's results
through the first six months of fiscal 2009 remain positive with
operating and operating EBITDA margins of 4.3% and 7.6%,
respectively.  This performance is improved over the fiscal 2005-
2007 period due to good inpatient volume trends, healthy rate
increases from managed care plans, and effective cost controls for
employee benefits and purchase services.

Unrestricted cash and investments as of Dec. 31, 2008, were
$45.5 million or a modest 62 days operating expenses, down from
$53.7 million or 75 days operating expenses 12 months earlier.
The decline in cash represents part of the $18.1 million ORMC has
pledged to spend on the project through cash contributions as well
as slower receipt of grants.  Unrestricted cash and investments as
of June 30, 2009 increased to $51.7 million or 67 days cash on
hand due to improved accounts receivable collections, grant
receipts, and moderating internally funded capital expenses.
ORMC's debt position is high and remains within Fitch's below
investment grade medians, with 6.1% debt service as a percent of
revenues, 73% debt to capitalization, and only 17% cash to long-
term debt.

The Stable Outlook is based on Fitch's expectation that financial
performance remains healthy until the project is complete.  While
projected liquidity balances are below forecasted levels, they are
adequate and should not place rating pressure on the 'BB+' rating
or Outlook.

ORMC is a two-hospital system with a total of 450 licensed beds in
Middletown and Goshen, New York, located about 65 miles northwest
of New York City.  Both hospitals will be replaced by a new 374-
bed facility in 2011, which will be located in the town of
Wallkill, New York, equidistant from the existing hospitals.


DRUMMOND COMPANY: Moody's Assigns 'B1' Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 senior unsecured rating to
Drummond Company, Inc.'s proposed issue of senior unsecured notes.
At the same time, Moody's raised the ratings on Drummond's
existing $400 million 7.375% senior unsecured notes to B1 from B2
and on its senior secured revolver and term loan to Ba1 from Ba2.
Moody's also affirmed the company's Ba3 Corporate Family Rating.
The rating outlook is stable.

The assignment of the B1 rating to the new notes and raising of
the senior unsecured and senior secured ratings reflect that the
proceeds raised from the new notes issue will be used to repay
senior secured revolver drawings, thereby altering the respective
weightings of secured and unsecured debt under Moody's Loss Given
Default methodology.

Drummond's Ba3 CFR considers the concentration of revenue and cash
flow in one mining district in Colombia, with its attendant
geological, weather related and workforce challenges.  The rating
also considers the private, family controlled nature of Drummond,
its complex corporate structure and the minority interest of
approximately 20% that is held by related parties in most of the
significant operating subsidiaries of the rated entity.  The
rating is supported by Drummond's large reserve base of high Btu,
low sulfur coal, its growing production base in Colombia and
relatively moderate leverage for the rating category.  Drummond
will remain challenged by the geologic, geographic and operating
issues deriving from its concentration in open pit mining in
Colombia, but has been able to manage these challenges over time
and is comfortably positioned within the Ba3 CFR.

The stable outlook reflects Drummond's solid contracted position
for 2010, substantially reduced capex after 2009, and the increase
in overall production anticipated as the El Descanso mine ramps
up.

Upgrades:

Issuer: Drummond Company, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to Ba1, LGD2,
     23% from Ba2, LGD3, 38%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 79% from B2, LGD5, 83%

Assignments:

Issuer: Drummond Company, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned a 79 - LGD5
     to B1

  -- Senior Unsecured Regular Bond/Debenture, Assigned a 79 - LGD5
     to B1

Moody's last rating action on Drummond was the raising of its
outlook to stable on July 17, 2009.

Drummond, based in Birmingham, Alabama is a privately held company
predominantly engaged in the mining, purchasing, processing, and
marketing of coal and coal products.  Drummond had revenues in
2008 of $2.9 billion.


DRUMMOND CO: S&P Assigns 'BB-' Senior Unsecured Debt Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
senior unsecured debt rating to Drummond Co. Inc.'s (BB-/Stable/
--) proposed $250 million senior unsecured notes due 2014 based on
preliminary terms and conditions.  The recovery rating is '4',
indicating the expectation of average (30%-50%) recovery in the
event of a payment default.

S&P expects that the company will use the proceeds from the
proposed notes to repay amounts outstanding under its $500 million
revolving credit facility due 2011.  The company had about
$1.185 billion of adjusted debt outstanding as of June 30, 2009.

The rating on Birmingham, Ala.-based Drummond Co. Inc. reflects
the company's exposure to the risks of operating in Colombia,
where it derives most of its cash flows; exposure to cyclical end
markets; and limited operating diversity.  Still, Drummond
maintains a cost advantage compared with most eastern U.S. coal
companies, enjoys a strategic location as a seaborne coal
exporter, maintains good liquidity, and possesses credit measures
that S&P considers good for the rating given its weak business
profile.

                          Ratings List

                        Drummond Co. Inc.

         Corporate credit rating            BB-/Stable/--

                           New Rating

                        Drummond Co. Inc.

              $250M senior unsecured notes       BB-
               Recovery rating                   4


DRYSHIPS INC: Inks Debt Waiver with Nord LB and West LB
-------------------------------------------------------
DryShips Inc. on October 13 said that it has signed agreements
with Nord LB and West LB on waiver terms for $116 million and
$67 million respectively of our outstanding debt.

George Economou, Chairman and Chief Executive Officer, commented:
"I am pleased to report another set of waivers from our banks who
remain extremely supportive of DryShips.  We are now left with
$187.5 million of outstanding debt, where constructive discussions
with the banks continue for waivers and we expect to have those
concluded shortly."

                        About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Athens,
Greece, is an owner and operator of drybulk carriers and offshore
oil deep water drilling that operate worldwide.  DryShips owns a
fleet of 41 drybulk carriers comprising 7 Capesize, 30 Panamax, 2
Supramax and 2 newbuilding Drybulk vessels with a combined
deadweight tonnage of over 3.7 million tons, 2 ultra deep water
semisubmersible drilling rigs and 4 ultra deep water newbuilding
drillships.  DryShips Inc.'s common stock is listed on the NASDAQ
Global Market where trades under the symbol "DRYS".


DUNE ENERGY: Whitebox Advisors Reports 4.3% Equity Stake
--------------------------------------------------------
Whitebox Advisors, LLC, and various affiliated entities disclosed
holding in the aggregate 6,072,001 shares or roughly 4.3% of the
common stock of Dune Energy Inc.

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit.  The Company had
$252.0 million in accumulated deficit as of June 30, 2009.


E*TRADE FIN'L: Citadel Converts $5.27MM of Debentures to Equity
---------------------------------------------------------------
Citadel Limited Partnership reports that on October 9 and 13,
2009, the firm and its affiliates tendered $5,273,000 aggregate
face amount of E*TRADE Financial Corporation Class A Debentures
for conversion into 5,099,612 shares of Common Stock.  Following
these conversions and the sale of E*TRADE shares, Citadel will
hold a total of roughly $821,637,000 face amount of the Class A
Debentures and approximately 166,161,618 shares of Common Stock.

The Class A Debentures are convertible into E*TRADE Common Stock
at the price of $1.034 per share subject to certain limitations
upon conversion.  Pursuant to section 12.01(b)(i) of the indenture
for the Debentures, no holder may convert Debentures to the extent
that conversion would cause the holder to "beneficially own, as
defined in Rule 13d-3 of the Exchange Act, in excess of 9.9% of
the Common Stock outstanding immediately after giving effect to
such conversion."  In light of the number of shares of Common
Stock outstanding and the number of shares of Common Stock owned
by Citadel, the Debentures held by Citadel Equity Fund Ltd. are
presently convertible into 18,943,405 shares of Common Stock.

Accordingly, Citadel LP; Citadel Investment Group, L.L.C.; Kenneth
Griffin; Citadel Equity Fund Ltd.; Citadel Securities LLC, f/k/a
Citadel Derivatives Group LLC; Citadel Derivatives Trading Ltd.;
Wingate Capital Ltd.; and Citadel AC Investments Ltd. disclosed
holding in the aggregate  185,119,423 shares or roughly 9.9% of
E*TRADE's common stock.

                      About E*TRADE Financial

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

                          *     *     *

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


EASY STREET: Can Access WestLB Cash Collateral Until October 15
---------------------------------------------------------------
The Hon. R. Kimball of the U.S. Bankruptcy Court for the District
of Utah authorized, on an interim basis, Easy Street Holding, LLC,
and its debtor-affiliates to:

   -- use cash collateral, including immediate access to,
      and utilization of, the Partners' Real Estate Sale Accounts
      until Oct. 15, 2009, to finance its operations; and

   -- grant adequate protection to the Debtor's prepetition lender
      WestLB, AG;

The Debtor indebtedness includes:

   i) WestLB Senior loan amounting to $14,379,224;

  ii) BayNorth Mezzanine loan amounting to $12,045,586.

In addition, WestLB, as senior lender, and BayNorth, as mezzanine
lender, entered into an intercreditor agreement to provide, inter
alia, for the relative priority of the senior loan agreement
between WestLB and Partners, and the Mezzanine loan agreement
between BayNorth and Mezzanine, and administration of both
loans by WestLB as the administrative agreement.

The original term of the WestLB senior loan was for three years
with two one-year extensions available to Partners.  The initial
term of the WestLB senior loan ended on March 29, 2009.  On
Sept. 25, 2008, Partners formally notified WestLB of its request
for a conversion of the WestLB Senior Loan into an Interim Loan,
which would extend the WestLB Senior Loan for an additional year.

The Debtor related that it is required to deposit all operating
and other funds received into its debtor-in-possession accounts at
Zions First National Bank, N.A. subject to a security interest as
evidenced by a control agreement in favor of WestLB, AG.

As WestLB, AG is granted a replacement lien in the Debtor's assets
and proceeds thereof, to the same extent, validity and priority as
the lien held by WestLB, AG as of the petition date.

A final hearing on the cash collateral motion was set on Oct. 13,
2009.

                   General Contractor Objects

Jacobsen National Group, Inc., dba Jacobsen Construction, the
general contractor and construction manager for the construction
of the Debtors' Sky Lodge hotel and condominium project in Park
City, Utah, objected to the Debtors' cash collateral motion
relating that the Debtors failed to provide adequate protection to
Jacobsen.

Jacobsen said that the $1,700,000 Real Estate Sales Accounts
insures the full payment of its claim, including interest and
attorneys' fees and costs.

Ray Quinney & Nebeker, P.C. represents the Jacobsen.

                     About Easy Street Holding

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


EDDIE BAUER: Wants to Have Until January to File Plan
-----------------------------------------------------
Eddie Bauer Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend the exclusive periods to (i) file a Chapter 11 plan of
reorganization until Jan. 13, 2010; and (ii) solicit acceptances
of that plan until March 12, 2010.

The Debtors' initial plan filing period will expire on Oct. 15,
2009.

A hearing is set for Nov. 20, 2009, at 11:30 a.m., to consider the
Debtors' request for extension.  Objections, if any, are due
Nov. 13, 2009.

                        About Eddie Bauer

Established in 1920 in Seattle, Washington, Eddie Bauer is a
specialty retailer that sells outerwear, apparel and accessories
for the active outdoor lifestyle.  The Eddie Bauer brand is a
nationally recognized brand that stands for high quality,
innovation, style and customer service.  Eddie Bauer products are
available at 371 stores throughout the United States and Canada,
through catalog sales and online at http://www.eddiebauer.com/
Eddie Bauer participates in a joint venture in Japan and has
licensing agreements across a variety of product categories.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.

On August 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


EDGE PETROLEUM: Taps Kurtzman Carson as Claims Agent
----------------------------------------------------
Edge Petroleum Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ Kurtzman Carson Consultants LLC as their claims,
noticing, soliciting and balloting agent.

The firm has agreed to:

   a) mail notices to the estates' creditors, equity security
      holders, and parties in interest;

   b) provide computerized claims, objection, soliciting and
      balloting database services; and

   c) provide expertise, consultation, and assistance in claims
      and ballot processing and other administrative services with
      respect to the Debtors' bankruptcy cases.

The Debtors will pay $50,000 retainer to the firm for services.
Papers filed with the Court did not disclose the firm's standard
hourly rates for professionals.

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

                        About Edge Petroleum

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

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

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


EMPIRE LAND: Homeowner Group Can Sue Developer After Stay Lifted
----------------------------------------------------------------
Law360 reports that a homeowners association and the trustee
charged with liquidating the estate of developer Empire Land LLC
have agreed to modify the automatic bankruptcy stay to allow the
association to sue Empire Land for construction defects.

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.

The Company and seven of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-
14592).  James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 16 has appointed three creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.  When the Debtors filed for protection against their
creditors, they listed assets and debts between $100 million to
$500 million.


EMPIRE RESORTS: Park Avenue Extends Loan Maturity, Waives Default
-----------------------------------------------------------------
Empire Resorts, Inc., on October 9, 2009, entered into an
amendment to its Amended and Restated Loan Agreement with The Park
Avenue Bank of New York, in its capacity as assignee of Bank of
Scotland, and PAB, as assignee of Bank of Scotland, as agent.

The Amendment is intended to cure the default by the Company of
its prior failure to pay the outstanding $4,400,000 principal of
the loan on its initial maturity on July 28, 2009.  The Agent and
the Banks waive the Event of Default which has occurred as a
result of the Borrower's failure to pay principal when due on the
Short Term Maturity Date.

The Amendment reinstates the loan by extending the maturity date
of the Loan Agreement to December 31, 2009, and reduces the
interest rate on the loan from 15% to 8% per annum.  In connection
with the Amendment, the Company reduced the outstanding principal
amount of the loan by $1,000,000.

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

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

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

                       About Empire Resorts

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

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


EMPIRE RESORTS: Plainfield et al., to Withdraw Default Notices
--------------------------------------------------------------
Empire Resorts Inc. reports that on October 9 and 13, 2009, the
Company entered into a stipulation in connection with the
declaratory judgment action against the beneficial owners of the
Company's 5-1/2% senior convertible notes, as well as The
Depository Trust Company and The Bank of New York Mellon
Corporation, in the Supreme Court of the State of New York in
Sullivan County.

In the lawsuit, the Company seeks a judicial determination that
(1) no Holder, as defined under the indenture dated as of July 26,
2004, delivered an executed put exercise notice to the office of
the Trustee within the lawfully mandated time for exercise of a
Holder's put rights under the Indenture, which was prior to the
close of business on July 31, 2009, as expressly required under
the Indenture to properly exercise a put, and that, accordingly,
(2) the Notes, in the full amount of $65,000,000, continue to
mature on July 31, 2014.

Pursuant to the Stipulation, the Company agreed to discontinue its
claims against all beneficial owners of the Notes who executed the
Stipulation -- Appearing Defendants -- including Plainfield
Special Solutions Master Fund Limited, Highbridge International
LLC, Whitebox Advisors LLC, without prejudice, and Plainfield,
Highbridge and Whitebox agreed to withdraw the notices of default
and acceleration of the Notes that they sent to the Company on
August 3 and August 11, 2009.  The Appearing Defendants have
further agreed to (i) be by bound by any final non-appealable
judgment with respect to the declaratory judgment sought by the
Company against The Depository Trust Company and the Trustee, and
(ii) not to commence any action or proceeding concerning the Notes
or the Indenture until there has been a final non-appealable
judgment with respect to the declaratory judgment sought by the
Company.

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

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

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

                       About Empire Resorts

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

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


EMPIRE RESORTS: Terminates Nima Consulting Agreement
----------------------------------------------------
Empire Resorts, Inc., reports that in light of recent
announcements regarding the Company and its capitalization, the
investment of Kien Huat Realty III Limited, and the appointment of
Joseph D'Amato as Chief Financial Officer, on October 8, 2009, the
Company delivered a termination notice to Nima Asset Management
LLC, pursuant to which it provided 30 days' notice of its intent
to terminate their Amended and Restated Consulting Agreement,
dated as of April 8, 2009.

Pursuant to the Consulting Agreement, Nima provided the services
of Eric Reehl to serve as the Company's Chief Restructuring
Officer.  Accordingly, the Consulting Agreement will terminate on
November 7, 2009.  The Company has been paying Nima a $20,000
retainer per month during the term of the Consulting Agreement.

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.


ENRON CORP: Court Lets J. Skilling Appeal Conviction
----------------------------------------------------
Christopher Glynn at Hedgefund.net reports that the U.S. Supreme
Court has granted former Enron Corp. CEO Jeff Skilling a chance to
appeal his conviction and 25-year prison sentence.  According to
Hedgefund.net, Mr. Skilling is seeking to overturn his 2006 guilty
verdict.  Hedgefund.net relates Mr. Skilling was put on trial and
then imprisoned after Enron filed for bankruptcy.  He had urged
Enron personnel to invest 100% of their retirement fund in Enron
stock, and quit just before the Company collapsed, but not before
cashing out his own stake in the Company for $60 million.  The
Supreme Court, says Hedgefund.net, will hear out Mr. Skilling in
2010.

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).


FIRST COMMONWEALTH: Fitch Cuts Preferred Stock Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings for First Commonwealth Financial Corporation and its bank
subsidiary, First Commonwealth Bank at 'BBB' and 'F2',
respectively.  The Rating Outlook has been revised to Negative.

The impact of heightened credit costs has hampered the company's
financial performance during the first half of 2009 (1H'09).
Escalating provisions have been driven by deterioration in FCF's
out-of-footprint commercial real estate construction exposures.
Nonetheless, charge-offs remain moderate and lower than similarly
rated peers.  Earnings have also been pressured by OTTI charges
related to losses on pooled trust preferred collateralized debt
obligations.

FCF's overall operating performance metrics, which are supported
by a healthy net interest margin and strong deposit growth, remain
sound.  Given the recent marketplace disruption and industry
consolidation amongst the company's largest competitors in Western
Pennsylvania, FCF remains opportunistic and focused on capturing a
higher market-share in its footprint.  Although NPAs have
increased from the aforementioned CRE credits, total non-
performing loans reside at manageable levels.  Overall, the
company's out-of-market CRE exposure is a relatively low portion
of its overall balance sheet mix.  In addition, FCF's ratings
remain supported by solid capital levels, which the company has
prudently enhanced through the $115 million common equity raise in
4Q'08 and the recent dividend payout reductions.  It is worthy to
note that the company chose not to participate in the Treasury's
CPP program.

Fitch has also widened the notching on FCF's preferred stock
rating.  As discussed in Fitch's press release, 'Expectations for
Higher Loan Losses Driving U.S. Bank Ratings Review' dated May 7,
2009, an analysis of the notching between IDRs and hybrid equity
instruments has been underway, and Fitch has taken similar action
on other issuers.  Furthermore, while additional sources of
liquidity exist and holding company liquidity has been preserved
via the aforementioned dividend reduction, if the dividends from
the bank were to be stopped, Fitch believes the risk would
elevate.

As reflected in the Negative Outlook, stress is expected to
persist in the company's CRE book and investment portfolio.  In
addition, economic difficulties will likely result in rising
problems in other loan portfolio categories.  Should credit costs
become more pronounced than anticipated, creating pressure on
sound capital levels and impeding the company's financial
performance, negative rating implications could ensue.

Headquartered in Indiana, Pennsylvania with $6.4 billion in
assets, First Commonwealth Financial Corporation operates 115
branches and three loan production offices across western and
central Pennsylvania.

Fitch has affirmed these ratings with a Negative Outlook:

First Commonwealth Financial Corp.

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Individual Rating at 'B/C';
  -- Support at '5';
  -- Support Floor at 'NF'.

First Commonwealth Bank

  -- Long-term IDR at 'BBB';
  -- Long-term Deposits at 'BBB+';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Individual Rating at 'B/C';
  -- Support at '5';
  -- Support Floor at 'NF.'

Fitch has downgraded this rating:

First Commonwealth Capital Trust

  -- Preferred Stock to 'BB+' from 'BBB-'.


FLEETWOOD ENTERPRISES: Wants Plan Exclusivity Until Jan. 5
----------------------------------------------------------
Fleetwood Enterprises Inc. and its debtor-affiliates ask the
Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the Central
District of California to further extend their exclusive periods
to:

   * file a Chapter 11 plan until Jan. 5, 2010; and

   * solicit acceptances of that plan until March 8, 2010.

The Debtors tell the Court that, at present, they have been
extremely active on matters crucial to their ability to liquidate
under Chapter 11, including, but not limited to, facilitating and
completing sales of the Debtors' major business divisions.
Although additional asset sales are forthcoming, with a large part
of the Debtors' asset sales behind them, they are very close to
proposing a joint plan with the Official Committee of Creditors
Holding Unsecured Claims that will maximize value to their
creditors, according to the Debtors.

The Debtors say they need additional time to determine whether the
plan should seek to substantively consolidate all of their
estates.  Moreover, in an attempt to propose a consensual plan,
they need sufficient time to negotiate with certain stakeholders
in the hopes of resolving pending issues that could otherwise
stall the confirmation of the plan.

A hearing is set for Oct. 27, 2009, at 1:30 p.m., to consider the
Debtors' request for extension.

                   About Fleetwood Enterprises

Founded in 1950, Fleetwood Enterprises, Inc. (NASDAQ: FLE) and its
various subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood employed 2,100
people in 14 plants located in 10 states.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co.. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FLOYD C. FISHER TRUST: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Floyd C. Fisher Trust
        2250 Barrington Avenue
        Los Angeles, CA 90064

Bankruptcy Case No.: 09-37744

Chapter 11 Petition Date: October 12, 2009

Court: United States Bankruptcy Court
       Central District of California

Judge:  Sheri Bluebond

Debtor's Counsel: Anne Wells, Esq.
                  2463 Ashland Ave
                  Santa Monica, CA 90405
                  Tel: (310) 490-0290
                  Fax: (310) 450-9106
                  Email: wellsanne@earthlink.net

Estimated Assets: $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 Fisher, trustee of the Company.


FONTAINEBLEAU LV: Gets Nod to Reject Staging Site Leases
--------------------------------------------------------
The Bankruptcy Court has permitted Fontainebleau Las Vegas
Holdings LLC and its units to reject the lease entered into by and
between Sahara Las Vegas Corp. and Fontainebleau Las Vegas,
effective as of the date (a) the Debtors vacate the Premises, or
(b) in the case that another lease is entered between
Fontainebleau Las Vegas and Sahara Las Vegas Corp., the date
Fontainebleau Las Vegas removes its materials from the section of
the Premises that is not rented by Fontainebleau Las Vegas
pursuant to the Lease, whichever occurs first.

Each of the Trailer Leases is rejected as of October 7, 2009.

The Court reserves jurisdiction to interpret the Order and to
resolve any objection interposed to any proof of claim filed by
Sahara Las Vegas with respect to its rejection damages or
requests for payment of administrative claims.
site.

On April 8, 2007, Sahara Las Vegas Corp. and Fontainebleau Las
Vegas, as Tenant, entered into a Lease Agreement, as amended on
August 17, 2007, for the lease of 2601 Las Vegas Boulevard South,
in Las Vegas, Nevada.

The Premises consists of 26 acres.  During construction of the
"Tier A" casino hotel resort -- the Project -- the Premises was
used as the main staging site for materials and equipment that
were to be delivered to the Project, and a parking lot for
subcontractors and their employees.

Pursuant to the terms of the Sahara LV Lease, Fontainebleau Las
Vegas is obligated to make monthly rental payments of $350,000.
The Sahara LV Lease is scheduled to expire on November 8, 2009.

To facilitate the management of the materials and equipment
located at the Premises, Fontainebleau Las Vegas leased two on-
site mobile trailers that operated on the Premises.

Fontainebleau Las Vegas says it no longer intends to use the
Premises or the On-site Trailers as they are not necessary for an
effective reorganization of the Debtors' estates.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Lease Decision Period Extended Until Jan. 5
-------------------------------------------------------------
The Bankruptcy Court has extended the time within which
Fontainebleau Las Vegas Holdings LLC and its affiliates must
assume or reject the Unexpired Leases pursuant to Section
365(d)(4) of the Bankruptcy Code for an additional 90 days,
through and including January 5, 2010.

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

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

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

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


FONTAINEBLEAU LV: Proposes Nov. 6 Extension for Plan Filing
-----------------------------------------------------------
Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the commencement of a chapter 11 case
during which only a debtor may file a plan of reorganization.  If
the debtor files a plan within the 120-day period, Section
1121(c)(3) extends the exclusivity period to 180 days after the
commencement of a chapter 11 case to permit the debtor to garner
support for that plan.  Section 1121(d) permits a court to extend
a debtor's exclusive periods upon a demonstration of cause
subject to certain limitations.

By this motion, Fontainebleau Las Vegas Holdings LLC and its
affiliates ask the Court to extend their
exclusive period to:

(i) file a plan or plans of reorganization through and
     including November 6, 2009; and

(ii) solicit acceptances of that plan through and including
     January 6, 2010.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, in Miami, Florida, relates that the Court is well
aware of the Debtors continued efforts to forge a transaction to
facilitate completion of the "Tier A" casino hotel resort -- the
Project.  To that end, the Debtors are in the process of
negotiating the terms of debtor-in-possession financing and a
stalking horse bid to purchase the Project with Penn National
Gaming, Inc.  The major constituencies in the Cases -- the
Prepetition Term Lenders and the holders of Mechanic's Liens --
are also active participants in the discussions.

According to Mr. Baena, the extension sought by the Debtors is
short and is intended to allow the discussions to continue
without unwarranted distraction.  The discussions represent real
and good faith progress toward a viable resolution of the Cases,
which is alone sufficient to form a basis for the Court to find
that cause exists to grant the requested extension, Mr. Baena
avers.

The Court will convene a hearing on November 5, 2009, at 3:00
p.m., to consider the Debtors' request.  The hearing date was
previously set to October 28, 3:00 p.m.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Gets Nod to Access $133,000 for One Week
----------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC obtained approval from the
Bankruptcy Court to utilize approximately $133,000 of cash
collateral over a brief period ending October 13, 2009, to fund
security for the "Tier A" casino hotel resort -- the Project --
site, the Debtors' payroll, and certain pass-through salary
expenses of Turnberry West Construction, Inc.  The expenses
includes those for critical services including fire watch,
electrical monitoring, elevator, security, and water leak
monitoring, recordkeeping and maintenance of permitting records,
and liaising with Clark County officials, subcontractors, and
prospective investors, lenders, and their representatives
regarding completion issues and analysis.

In a verbal motion on October 5, 2009, the Debtors sought and
obtained from the Court an order continuing the final hearing on
the Cash Collateral Motion to later date.  The Debtors were
instructed to advise the Court when it is deemed appropriate to
reset the matters for hearing.

Fontainebleau is currently working on a contract where Penn
National Gaming Inc. would have the first bid at an auction for
the 70% completed project on the Las Vegas Strip.

                   About Fontainebleau Las Vegas

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

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

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

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


FOOTHILLS RESOURCES: Regiment Takeover Underpins Exit Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is
scheduled to convene a hearing on November 13 to consider approval
of the disclosure statement explaining the Chapter 11 plan for
Foothills Resources Inc. and its affiliates.

The Debtors may begin soliciting votes on, and then seek
confirmation of, the Plan after the Court affirms that the
Disclosure Statement contains adequate information necessary for
stakeholders to make an informed judgement of the Plan.

The Plan provides for these terms:

   -- Regiment Capital Special Situations Fund III LP, owed
      $53.9 million in secured debt, will take over ownership of
      Foothills and receive a promissory note in the amount equal
      to 50% of the prepetition claim in return for the secured
      debt.

   -- Wells Fargo Foothill LLC-led secured lenders, owed
      $24.64 million, will be paid in full in cash from the
      proceeds of the exit facility.

   -- Holders of secured mechanics' lien claims will be paid in
      full in cash over five years with interest.

   -- Secured tax claims likewise will be paid over five years
      with 12% interest per annum.

   -- Unsecured creditors are to have full payment by splitting up
      $400,000, for payment over five years with interest at 5%
      per annum.

A copy of the Plan is available for free at:

     http://bankrupt.com/misc/Foothills_Ch11Plan.pdf

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

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

                     About Foothills Resources

Foothills Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties.
The Company's operations are conducted primarily through its
wholly owned subsidiaries, Foothills California, Inc., Foothills
Texas, Inc., and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources and its wholly owned
subsidiaries, Foothills California, Foothills Oklahoma, and
Foothills Texas, filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
09-10452).  Judge Christopher S. Sontchi handles the Chapter 11
cases.  Akin Gump Strauss Hauer & Feld LLP is the Debtors' lead
bankruptcy counsel.  Norman L. Pernick, Esq., and Patrick J.
Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
represent the Debtors as Delaware counsel.  The Garden City Group,
Inc., is the claims agent for the Debtors.

The explanatory disclosure statement, filed along with Foothills'
plan, says that assets were $41 million and debt was $59.5 million
on Dec. 31.  The Chapter 11 petition and a regulatory filing
listed assets of $89.5 million and debt totaling $78.8 million as
of Sept. 30, 2008, with $71.2 million owing to secured creditors
on term loan and revolving credit agreements.


FORD MOTOR: Adds 4.5MM Vehicles in Recall List Due to Fire Hazard
-----------------------------------------------------------------
Matthew Dolan and Jeff Bennet at The Wall Street Journal report
that Ford Motor Co. said that it is expanding a recall by an
additional 4.5 million vehicles, which have a faulty cruise-
control deactivation switch made by Texas Instruments Inc., to fix
a fire hazard.  Citing the National Highway Traffic Safety
Administration, The Journal relates that a total of 16 million
Ford cars and trucks have been recalled since 1999 due to the
switch.   According to The Journal, Ford Motor spokesperson Mark
Truby said that of the 4.5 million vehicles involved in the latest
Ford Motor recall, the chief concern was with the reports of fires
among the 1.1 million Ford Windstar minivans sold from model years
1995 through 2003.  The remaining 3.4 million vehicles were being
recalled out of caution, the report says, citing Mr. Truby.

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

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

                           *     *     *

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


FREEDOM COMMUNICATIONS: Made Shady JPM Fees Deal, Says Committee
----------------------------------------------------------------
According to Law360, Freedom Communications Holdings Inc. has
drawn fire from its unsecured creditors, which claim the Debtor
entered a shady deal to pay "unprecedented" fees to JPMorgan Chase
Bank NA.

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.


FREMONT GENERAL: Equity Holders Bash Bids for More Plan Info
------------------------------------------------------------
According to Law360, claiming that recent objections from banks
and federal regulators have been adequately addressed, Fremont
General Corp.'s committee of equity holders has urged the
Bankruptcy Court to approve the latest disclosure statement for
its proposed reorganization of Fremont.

Fremont's management, the Official Committee of Unsecured
Creditors and the Official Committee of Equity Holders have each
filed a Chapter 11 plan for Fremont.

                         3 Competing Plans

In June, the Company filed a proposed Chapter 11 plan that offers
to pay 100 cents on the dollar to general unsecured creditors
through pro rata distribution of cash, until the claim has been
satisfied, including payment of post-petition interest, as
applicable.  Holders of equity interests will also receive
interests under the Plan.  A full-text copy of the disclosure
statement with respect to Fremont's Chapter 11 Plan is available
for free at http://bankrupt.com/misc/Fremont.DS.pdf

In July, the Equity Committee filed a proposed Chapter 11 plan for
the Company.  The Plan promises to pay all creditors in full with
interest, unless they elect to give up interest in return for
quicker payment.  Debt includes $63 million in unsecured claims
plus almost $274 million to holders of debt securities.  The
shareholders' plan would be financed with $27.9 million in cash
that Fremont has on hand plus cash held in a nonbankrupt
subsidiary.  After the plan becomes effective, the shareholders
say Fremont will have $90 million available.  The equity holders
intend to buy banks and use Fremont's tax loss carryforwards.

A copy of the Equity Committee's disclosure statement, as revised
September 30, is available for free at:

  http://bankrupt.com/misc/Fremont_EquityCommittee_DS_Sept30.pdf

In July, the Creditors Committee also presented its own plan for
Fremont.  Under its Plan, holders of class 3 general unsecured
claims are afforded the option of waiving their right to post-
petition interest in exchange for payment in full of the amount
owing to the holders on or before October 31, 2009, so long as
sufficient cash is then available to make such payment.  Holders
of interests in the Debtor will retain those interests in the form
of equity trust interests in an Equity Trust established under the
Plan.

A copy of the Creditors Committee's disclosure statement, as
revised September 30, is available for free at:

  http://bankrupt.com/misc/Fremont_CredCommittee_DS_Sept30.pdf

                     About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


FRIENDFINDER NETWORKS: To Launch IPO to Pay Debt Waiver Fees
------------------------------------------------------------
FriendFinder Networks Inc. on October 13 said that it has filed
Amendment No. 4 to its Registration Statement on Form S-1 with the
Securities and Exchange Commission for an initial public offering
of its common stock.  The IPO process is expected to be completed
by the end of 2009.  FriendFinder Networks Inc. intends to list
its common stock on the New York Stock Exchange under the symbol
"FFN."

FriendFinder Networks Inc. intends to use the net proceeds of the
public offering to redeem a portion of its outstanding senior
secured indebtedness and to pay waiver fees to certain
debtholders.

                  About FriendFinder Networks Inc.

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.


FRUEHAUF TRAILER: Bankruptcy Court Upholds Arbitration Award
------------------------------------------------------------
WestLaw reports that by adopting a setoff methodology that
effectively retroactively offset certain claims between a Chapter
11 debtor and its affiliated workers' compensation insurers
arising under the debtor's two insurance programs, thereby
decreasing the amount of the debtor's claim which accrued
interest, an arbitration panel did not manifestly disregard the
law or proceed in a way that permitted its arbitration award to be
vacated or modified under the Federal Arbitration Act.  The setoff
was a equitable remedy that could be calculated in the way deemed
most equitable, and the parties' underlying indemnity agreement
specifically allowed the arbitration panel to deviate from strict
rules of law.  Moreover, the arbitration panel did not commit an
egregious impropriety in calculating the setoff, which was not
completely irrational, and none of the statutory grounds for
vacating or modifying an award applied.  In re Fruehauf Trailer
Corp., --- B.R. ----, 2009 WL 3188080 (Bankr. D. Del.).

Fruehauf Trailer Corp. sought Chapter 11 protection (Bankr. D.
Del. Case No. 96-_____) in June 1996 and confirmed a liquidating
chapter 11 plan in 1998, that returned approximately $18 million
to secured bondholders owed $57.7 million.  Unsecured creditors
received less than a penny on the dollar and shareholders received
nothing.


GENERAL MOTORS: Closure of Toyota JV Results to 4,700 Job Cuts
--------------------------------------------------------------
The closure of New United Motor Manufacturing Inc., a joint
venture between Toyota Motor Corp and General Motors Corp., in
Fremont, California, will result to the shedding of 4,700 NUMMI
employees by next spring, Reuters said in a report dated
September 26, 2009.

As previously reported, Toyota had announced plans to halt
production at the NUMMI plant in March 2010, amid disagreements on
the future product to be manufactured at the facility.  NUMMI has
been run by GM and Toyota since 1984. Pontiac Vibe station wagon
for GM and the Corolla compact car and Tacoma pickup truck for
Toyota are manufactured at NUMMI.

The United Auto Workers union had called on its members to urge
U.S. lawmakers to impede the probable closure of NUMMI.  Lawmakers
in California, as well as Governor Arnold Schwarzenegger have
appealed to Toyota to save NUMMI.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: DOL to Allow Transfer of Stock to Health Plan
-------------------------------------------------------------
In a public statement dated September 17, 2009, the U.S.
Department of Labor's Employee Benefits Security Administration
proposed an exemption that, if granted, would allow the General
Motors Company to transfer its securities, including common stock,
preferred stock and a $2.5 billion promissory note, to a health
plan established for GM's retirees.  The retiree health plan will
cover about 700,000 retirees and dependents when it becomes
effective on Dec. 31, 2009, the EBSA said.

The EBSA related that while the large transfer of employer
securities to the plan violates the Employee Retirement Income
Security Act, the law gives the EBSA authority to grant exemptions
that protect the interests of plan participants and beneficiaries.

The EBSA noted that the proposed exemption would allow the
securities transfer, permit GM 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 GM to
recover mistaken deposits to the plan.  The proposal is
contingent, among others, on the appointment of an independent
fiduciary to represent the plan with regard to GM 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.  The proposal set time limits for return of mistaken
deposits and an objective dispute resolution process, the EBSA
said.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Koenigsegg Group May Drop Bid on Saab
-----------------------------------------------------
Koenigsegg Group may back out of its bid to purchase General
Motors Company's Swedish unit Saab Automobile by the end of
September if certain criteria are not met, according to a
Bloomberg News September 26, 2009 report, citing Dagens Industri.

Koenigsegg's takeover of Saab remains contingent on the European
Investment Bank's and Sweden's National Debt Office's decision on
a $318 million loan to Saab Automobile and Koenigsegg's ability to
raise about $3 billion kronor in additional financing, Bloomberg
said.

In an October 6, 2009 report from Bloomberg, the Swedish
government has filed an application seeking European Union
approval of a proposed loan guarantee to back Saab's sale to
Koenigsegg.  The Swedish Government wants the European Commission,
the EU's anti-trust regulator's opinion on the transaction before
supporting the Saab deal, Bloomberg said.

As of October 6, 2009, GM and Koenigsegg are continuing talks with
the Swedish National Debt office about the guarantee, Bloomberg
noted.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Magna to Revise Plan to Address Cost Cuts
---------------------------------------------------------
Following General Motors Company's Board of Directors' selection
of Magna International Inc., as the lead investor in buying GM's
Opel Unit, Magna will disclose its plans to present a new proposal
on cost cuts within the week of October 5, 2009, according to
Bloomberg News, citing a statement from Chema Fernando, a union
leader at the plant in Figueruelas, Spain.

Under the deal, which was reached on September 10, 2009, Magna and
Savings Bank of the Russian Federation will purchase a 55% stake
in New Opel; GM will hold a 35% stake; and employees will be
provided a 10% stake.

Spain's industry minister had criticized the Opel Sale, urging
European Union commissioners to examine "whether the deal unfairly
spares Opel's German operations from job cuts and possible plant
closures that are planned," the Wall Street Journal points out.

Opel's reorganization -- in light of the sale of GM's majority
stake in the Company to Magna and OAO Sberbank -- is said to
result to as many as 10,900 job cuts in Europe.  Magna had
revealed in its proposal in July 2009, that it would eliminate
1,672 jobs, or 23% of the workforce at Opel's Spanish plant,
Bloomberg reported.

GM has also said that Opel's plant in Antwerp, Belgium, could be
wound down and that some production in Spain could be moved to
Germany.

Unite, a trade union at Opel's Vauxhall division in the U.K., also
said it opposes Magna's plans for failing to outline investments
for its two factories in the English towns of Luton and Ellesmere
Port.  In addition, Unite argues the Magna's proposal to shut
Opel's pension plan, Bloomberg added.

"We've made it clear to Magna we can't accept their proposals,"
said Pauline Doyle, a spokeswoman for Unite, told Bloomberg.

The biggest threat to the closure of the Opel Sale, however, is
the possibility that the EU could block the government-aid-backed
deal or demand it be significantly restructured.  Government
officials in the U.K., Belgium and Spain, where Opel also keeps
factories, have asked EU officials to scrutinize whether Germany
"is engaging in protectionism in exchange for the loans," reports
the Journal.

Speaking at an antitrust conference at Fordham University, the
EU's antitrust chief, Neelie Kroes, said that the deal is being
reviewed.

                       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).


GENMAR HOLDINGS: Settles with Committee on Nov. 4 Exclusivity
-------------------------------------------------------------
Genmar Holdings Inc. reached an agreement with the Official
Committee of Unsecured creditors regarding a November 4 extension
of the Debtor's exclusive period to file a Chapter 11 plan,
Bloomberg's Bill Rochelle reported.

Genmar had asked the Bankruptcy Court for a Dec. 31 plan filing
deadline.  The Committee, however, objected to the extension.

Genmar previously said in a court filing that it intends to submit
papers by Oct. 30 setting up a sale of the business.  Genmar is
required by its lenders to pay off the borrowing by Dec. 18.

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats.  It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.


GENTEK INC: S&P Affirms Corporate Credit Rating at 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on GenTek Inc. and removed it from
CreditWatch, where it had been placed on Sept. 28, 2009, with
developing implications.  The outlook is stable.

Standard & Poor's also said that it assigned a '2' recovery rating
and a 'BB-' issue-level rating to GenTek Inc.'s proposed $330
million senior secured credit facility, which the company will
used to finance part of the approximately $668 million acquisition
of American Securities Partners LLC.

S&P had placed the rating on CreditWatch developing following the
announcement that GenTek entered into an agreement to be acquired
by ASP GT Acquisition Corp., a wholly owned subsidiary of American
Securities, a New York-based private equity firm.  "The resolution
of the CreditWatch follows S&P's meeting with management and
review of the proposed transaction details and financing plan,"
noted Standard & Poor's credit analyst Henry Fukuchi.

American Securities signed a definitive agreement to acquire the
stock of GenTek for $38.00/share, for a total equity value of
$410.5 million, a 41% premium to its previous closing price of
$27.00/share.  The total transaction consideration (including fees
and expenses) is $668.5 million, which is 5.5x pro forma EBITDA
for the 12-month period ended June 30, 2009, of $121.8 million
(pro forma to include only Gentek's Specialty Chemicals segment
except for the electronics business, which is being sold in a
separate transaction).  The acquisition will be financed with
$300.0 million of debt, $208.5 million of equity contributed by
American Securities Partners (plus cash on the company's balance
sheet), and $50 million to be contributed by American Securities
in the form of payment-in-kind notes issued by the parent of
Gentek Inc.

As part of the LBO financing deal, GenTek's auto-valve
manufacturing unit will be spun-off and operated separately by
American Securities, and the electronics chemicals business will
be sold concurrently with the closing.  The auto-valve
manufacturing business will be separated outside of the borrower
group and will have an independent management team and board of
directors.  In addition, the specialty chemicals business will
have no cross-default provisions to debt outside of the borrower
group and no upstream guarantees, and it will be structurally
separated through the formation of a separate chemical holding
company.  S&P expects that the potential future sale by American
Securities of the auto-value manufacturing business in a separate
transaction would have no credit implications for Gentek Inc.

The ratings on Parsippany, New Jersey-based GenTek Inc. reflect
the company's aggressive financial profile and weak business
profile stemming from its narrow focus and reliance on mature,
low-growth niche chemicals markets.  This is partly mitigated by
GenTek's solid market positions as an established provider in the
relatively stable and highly profitable water treatment chemicals
segment and geographic and supply chain advantages inherent in
this core businesses.

Although the proposed transaction will weaken the GenTek's
financial profile, the focus on its water treatment, chemical
processing, and pharmaceutical businesses should improve its
profitability.  Pro Forma for the transaction, the three
businesses should provide more exposure to stable end markets,
though at the expense of being more narrowly focused following the
separation of its auto-valve segment.

The outlook is stable.  S&P expects that the company will be
sufficiently profitable to support growth in its key segments
while maintaining satisfactory credit measures for the rating.
Upside rating potential is limited, especially given financial
policy concerns and the narrow focus of the business.  The current
rating is reflected by an aggressive financial profile, decent
operating results, and S&P's expectation of a ratio of funds from
operations to total adjusted debt near the 15% area through a
business cycle.  S&P expects this level of performance should
continue to provide sufficient cash flow to meet internal needs
and scheduled amortization in the next few years.

S&P could lower the ratings if the company adopted more aggressive
than expected financial policies, operating performance
deteriorates, or unfavorable trends diminish profit potential in
the key water treatment and sulfuric acid segments.  Operational
challenges could occur if the company experiences unexpected
volume declines owing to increased competition, unfavorable raw
material sourcing arrangements, or changes in the fundamentals of
how municipalities treat water and refineries source sulfuric
acid.

Based on the downside scenario analysis, S&P could lower the
ratings if operating margins weaken to less than 20% on a
consistent basis or if revenue declines by 10% or more from pro
forma levels.  In such a downside scenario, S&P would expect that
the company's credit metrics will weaken--including the FFO to
total adjusted debt ratio declining to 10% or lower.   S&P could
also lower the ratings if unexpected cash outlays or business
challenges reduce the company's liquidity position or if future
covenant compliance requirements tighten resulting in cushion
levels less than 10%.


GLEN ROSE: Not In Compliance with NASDAQ Listing Rule 5605
----------------------------------------------------------
Glen Rose Petroleum Corporation reported that NASDAQ informed Glen
Rose Petroleum Corporation in a letter dated October 8, 2009, that
it was not in compliance with NASDAQ listing rule 5605 due to the
resignation of Franz Skyranz as a director as reported on August
26, 2009 in that the Company no longer had three audit committee
members as required by NASDAQ Rule 5605(c)(2)(A).

NASDAQ also stated that should the Company regain compliance with
Rule 5605 by the earlier of the Company's next shareholder meeting
or August 25, 2010, or, alternatively, if the next annual
shareholder's meeting is held on or before February 21, 2010,
compliance with 5605 is regained by February 21, 2010, no further
delisting action will be taken.  If the Company does not regain
compliance with 5605 during this cure period, NASDAQ staff will
provide it with a delisting notice which may be appealed to the
NASDAQ Listing Qualifications Panel.

                       Going Concern Doubt

As reported in the Troubled Company Reporter, on July 11, 2008,
Hein & Associates LLP in Dallas, Texas raised substantial doubt
about its ability to continue as a going concern after auditing
the Company's financial results for the year ended March 31, 2008.
The auditors pointed that the Company has limited capital
resources and no significant revenue producing assets.

                    About Glen Rose Petroleum

Dallas-based Glen Rose Petroleum Corp. (NasdaqCM: GLRP) --
http://www.glenrosepetroleum.com/-- is an independent producer of
natural gas and crude oil.  The Company operates its business
through its wholly owned subsidiaries, UHC Petroleum Corporation
(Petroleum) and UHC Petroleum Services Corporation (Services).
Its non-operating subsidiaries are UHC New Mexico Corporation and
National Heritage Sales Corporation, which formerly sold food
products.


GLOBAL POWER: Appoints Frank E. Williams, Jr. as New Director
-------------------------------------------------------------
Global Power Equipment Group Inc. disclosed that Frank E.
Williams, Jr., has been appointed to the Board of Directors of the
company.

Mr. Williams has over 40 years of experience in corporate
management with a diverse range of companies involved in steel
fabrication, construction services, steel erection, power, and
banking.  Mr. Williams currently serves as Chairman and principal
owner of Williams Enterprises of Georgia, Inc., Chairman and Chief
Executive Officer of Bosworth Steel Erectors, Inc., Chairman of
Kaiser Group Holdings, Inc., and as a Director of Diamondhead
Casino Corporation, Verdant Power, Inc., Prudent Capital and
Capital Bank, NA.  During Global Power's bankruptcy in 2007 and
2008, Mr. Williams represented holders of Global Power's equity
securities by serving as a member of the Equity Committee and he
remains a stockholder of the company.

In announcing the appointment, Charles Macaluso, Chairman of the
Board of Directors of Global Power, commented "I welcome Frank
Williams to the Board.  With his experience in construction
services and the power industry, combined with his prior
leadership roles in other sectors, Frank will be a strong addition
to our Board.  In conjunction with the appointment of David Keller
as Global Power's new Chief Executive Officer and as a Director in
September 2009, Frank's appointment will further enhance Global
Power's ability to play a key role in the domestic and
international energy, power infrastructure, and process
industries."

                     About Global Power

Based in Oklahoma, Global Power Equipment Group Inc. (Pink
Sheets: GEGQQ) -- http://www.globalpower.com/-- is a design,
engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

Global Power filed for Chapter 11 on Sept. 28, 2006 (Bankr. D.
Del. Case No. 06-11045).  It emerged from bankruptcy January 2008.
Attorneys at White & Case LLP represented the Debtor.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
February 26, 2008, Moody's Investors Service assigned a Ba2 first
time rating to Global Power Equipment Group Inc.'s US$60 million
senior secured revolving credit facility, a B3 rating to the
company's US$90 million term loan, and a B2 Corporate Family
Rating.  The rating outlook is stable.


GOLDSPRING INC: Robert Reseigh Appointed as Interim CEO
-------------------------------------------------------
GoldSpring, Inc., reports that effective as of October 6, 2009,
Robert Reseigh, a director of the Company, was appointed as its
interim CEO.  Robert T. Faber remains as the Company's President
and CFO.

GoldSpring does not have any written or verbal compensatory
arrangements with Mr. Reseigh at this time.   Mr. Faber's
employment contract was extended on the same terms through
December 31, 2009.

GoldSpring has said as of June 30, 2009, it is in default of the
terms on several outstanding notes payable with the Winfield Group
totaling $11,869,986 of principal and $3,206,442 of interest.  The
Winfield Group consists of John V. Winfield, a major shareholder;
Santa Fe Financial Corporation; Portsmouth Square; and InterGroup
Corporation.  Combined, the Winfield Group represents the
Company's largest creditor and a significant stockholder.  Mr.
Winfield is affiliated with the Companies through a direct
controlling interest or as their Chairman of the Board.

GoldSpring acknowledged that its cash resources are limited.  In
an August regulatory filing with the Securities and Exchange
Commission, the Company said, "Our continued existence and plans
for mining production depend on our ability to obtain the capital
necessary to operate, through the issuance of additional debt,
royalty financing or equity."

During the first six months of 2009, the Company secured an
aggregate of $2,950,000 in financing.  Specifically, it raised
$950,000 through six private placements during the first calendar
quarter of 2009 and in May 2009 it secured $2 million in formal
debt commitments of which $1.5 million has been funded as of
August.

"While this additional funding may meet our immediate working
capital needs, if we are not able to generate sufficient revenues
and cash flows or obtain additional or alternative funding, we
will be unable to continue as a going concern.  We have yet to
realize an operating profit at our Company," the Company said.

GoldSpring's independent registered public accounting firm, in its
report on the Company's financial statements on Form 10-K for the
year ended December 31, 2008, said recurring losses and negative
cash flow from operations raise substantial doubt about the
Company's ability to continue as a going concern.

The Company posted a net loss of $2,362,067 for the three months
ended June 30, 2009, from a net loss of $2,333,047 for the same
quarter in 2008.  The Company posted a net loss of $6,412,171 for
the six months ended June 30, 2009, from a net loss of $3,631,374
for the same period a year ago.

As of June 30, 2009, the Company had $5,282,594 in total assets
and $31,458,557 in total liabilities.  The Company has an
accumulated deficit of $55,275,894 and stockholders' deficiency of
$26,175,963.

                         About GoldSpring

GoldSpring, Inc., is a North American precious metals mining
company, focused in Nevada, with an extensive land position of 334
claims that controls 4,300 acres comprised of 590 acres of
patented claims (private lands) and 3,710 acres unpatented claims
subject to various underlying royalties, in the historic Silver
City and Comstock mining districts, Storey County and Lyon County,
Nevada, USA.  The Company was formed in mid-2003, and during that
year acquired two properties in the Comstock Lode District. The
Company deployed several million dollars securing permits,
building an infrastructure and bringing the exploration project
into test mining production within a year of its acquisition.


GOODY'S LLC: Plan Filing Period Extended Until Nov. 24
------------------------------------------------------
The Bankruptcy Court has extended Goody's LLC and its units'
exclusive period to file a Chapter 11 plan until November 24,
2009, and their exclusive period to solicit acceptances of the
Plan until January 25, 2010.

In their request for an extension, the Debtors said they have made
substantial progress with the Official Committee of Unsecured
Creditors regarding the terms of a consensual Chapter 11 plan.
However, they need additional time to review, evaluate, and object
to claims filed against their estates to substantiate that a
chapter 11 plan can be confirmed in the cases.  To this end, the
Debtors have filed two claim objections objecting to claims with
an approximate value of over $3 billion.  In particular, the
Debtors are currently working to address certain Warn Act claims
with an asserted value of $4.3 million.  The Debtors believe that
it may be necessary to otherwise resolve certain significant
claims or have the Court estimate them in advance of filing and/or
confirming a Chapter 11 plan.

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


GP INVESTMENTS: Amendment Won't Affect Fitch's 'B+' Ratings
-----------------------------------------------------------
According to Fitch Ratings, the recent announcement that GP
Investments Ltd. has amended some of the conditions included on
its indenture of perpetual notes issued in 2007 (US$190 million in
total) has not affected Fitch's ratings or Outlook or for the
company.

Fitch currently rates GP:

  -- Foreign currency Issuer Default Rating 'B+';
  -- Senior secured 'B+/RR4'.

The Rating Outlook is Stable.

On Oct. 12, 2009, GP announced the amendment of two conditions
related to the issuance of the perpetual notes (the notes) issued
in 2007 by GP.  In general, the changes were related to the
release of the requirement of a Debt Service Reserve Account.
That Debt Service Reserve Account is a deposit account maintained
by the Trustee in which GP has deposited funds sufficient to pay
the amounts due on the notes on six consecutive Interest Payment
Dates.  Also, the possibility to redeem the issuance in part (as
opposed to in whole as originally agreed) was incorporated in the
conditions of the issuance.

Even when the rating of the issuance recognized the liquidity
implicit in the coupon reserve, augmented by substantial cash
currently on hand, the impact of such enhancement was not enough
to create a differentiation between the rating of the issuer and
its issuance, being that this operation results neutral for the
rating of the notes.

The notes have no fixed final maturity date and will be repaid
only in the event that GP redeems them or upon acceleration due to
an event of default.  The notes are general unsubordinated
obligations of the company and rank 'pari passu' with its
unsubordinated indebtedness.

GP's ratings are supported by conservative leverage levels, the
franchise of the company and the experience of the management team
which bodes well for positive prospects going forward.  The
ratings are constrained, however, by the highly concentrated
nature of its investment portfolio (by country and by individual
investment size), the volatile implied by recurring fixed expenses
(operational and debt service) versus recurring income, and the
uncertainty related to the maturation period of the investment
portfolio and GP's ability to realize investment gains.

GP is a Bermuda exempted company that consolidates the activities
of a private equity business and an asset management business in
Brazil.  The company's activities started in 1993 as an asset
manager dedicated to private equity activities, managed by
partners with substantial experience in the Brazilian market.


GUARANTY FINANCIAL: Extends WTC Deadline to Object to CRO
---------------------------------------------------------
According to Carla Main at Bloomberg News, Guaranty Financial
Group asked the Bankruptcy Court to extend to Oct. 20 the deadline
for Wilmington Trust Co. to object to court orders on the
Company's restructuring.  Guaranty seeks to allow Wilmington more
time to file objections to a temporary order appointing Lain,
Faulkner & Co. to provide a chief restructuring officer and
personnel and designating Dennis Faulkner as chief restructuring
officer, court files show.

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
$305 million in trust preferred security.


HEADWATERS INCORPORATED: Moody's Puts B2 Rating on $280 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Headwaters
Incorporated's proposed offering of $280 million of senior secured
notes due 2014, and raised the company's corporate family and
probability of default ratings to B3 from Caa1.  The company's
speculative grade liquidity rating was also raised to SGL-3 from
SGL-4 and its rating outlook was changed to stable from negative.
The rating upgrades and stable outlook primarily reflect the
benefits stemming from a series of proposed financing transactions
that would extend the company's debt maturities, eliminate near-
term refinancing risk, and provide an asset-based revolving credit
facility with few financial covenants, thus providing the company
with greater financial flexibility as it manages through a
potentially extended period of weakness for its principal
construction businesses.  The new ratings are subject to review of
the final documentation.  If the proposed transactions close in
the manner indicated, Moody's would withdraw the B1 ratings for
the company's revolving credit facility and term loan due 2011,
which would be repaid.

The one-notch upgrade of Headwaters' corporate family rating, to
B3, primarily reflects the improved debt maturity profile and more
certain liquidity that results from the new financings.  However,
the company's pro forma leverage, which will increase slightly, is
relatively high both in terms of debt to EBITDA (5.7x LTM adjusted
EBITDA) and debt to tangible assets (83%).  Also weighing on the
B3 corporate family rating are Moody's expectation of weak
operating performance and a challenging nonresidential
construction market over the next one to two years, during which
time Moody's believe the company is likely to record weak interest
coverage and cash flow to debt metrics.  Moody's also note the
seasonality of Headwaters' business and the risk that coal-related
tax credits could be disallowed by the IRS.

The ratings positively reflect the company's strong market
position in its Coal Combustion Products and Building Products
segments, its extensive national distribution networks for those
two segments, its long-term customer relationships and long-term
CCP contracts, which add stability to that business, and modest
capex requirements.  While activity in the commercial construction
market is expected to be weak into 2011, earnings pressure on
Headwaters' CCP segment should be mitigated by federal stimulus
spending on infrastructure and transportation, which accounts for
about two-thirds of the company's merchantable CCP.

The SGL-3 speculative grade liquidity rating considers the
company's weak cash flow generation over the next 12 months,
potentially limited availability under its new ABL revolver due to
seasonal borrowings for working capital needs, and the few
covenant restrictions under the ABL facility.

Moody's last rating action for Headwaters was on April 17, 2009,
when its corporate family and probability of default ratings were
lowered to Caa1 from B2.

Headwaters Incorporated, headquartered in South Jordan, Utah, is a
diversified company providing products, technologies and services
to the energy and construction materials industries.  The company
operates three principal business segments: Building Products,
Coal Combustion Products and Energy.  For the twelve months ended
June 30, 2009, Headwaters had sales of $714 million.


HEADWATERS INC: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on South Jordan, Utah-based Headwaters Inc. to 'B' from
'CCC+'.  At the same time, S&P removed all ratings from
CreditWatch, where they were placed with developing implications
on July 30, 2009.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to the company's proposed $280 million senior
secured first-lien notes based on preliminary terms and
conditions.  The issue-level rating is one notch above the 'B'
corporate credit rating.  The recovery rating of '2' indicates
S&P's expectation for substantial (70%-90%) recovery of principal
in the event of a payment default.  The company plans to use
proceeds from the new notes to repay credit facility borrowings,
its $163 million term loan, and to fund the tender offer for its
2.875% convertible subordinated notes due 2016.

S&P also raised the issue-level rating on Headwaters' convertible
subordinated notes to 'CCC+' from 'CCC' (two notches below the
corporate credit rating).  S&P revised the recovery rating to '6'
from '5', which indicates S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

"The upgrade and removal from CreditWatch follows Headwaters'
recently announced proposed refinancing, including the planned
issuance of $280 million senior secured first-lien notes, a tender
offer for its 2.875% convertible subordinated notes due 2016, and
a new $70 million asset-based-lending credit facility," said
Standard & Poor's credit analyst Tobias Crabtree.

The stable outlook indicates S&P's expectations that Headwaters'
credit measures should modestly strengthen within the next year to
appropriate levels for the rating, including debt to EBITDA of
about 5x and interest coverage of about 2x.  Furthermore, S&P
expects liquidity, in terms of cash, availability under the new
ABL facility, and cash flow from operations to remain sufficient
to service all near-term obligations, primarily consisting of
minimal working capital needs, about $30 million of expected
capital expenditures and about $50 million of cash interest
expense.

S&P could lower the ratings if Headwaters is unable to complete
the proposed refinancing.  A negative rating action could also
occur if residential construction activity or fly ash demand is
worse than expected resulting in lower sales volumes that are not
more than offset by cost reductions.  This would be expected to
result in significantly less EBITDA, leverage likely exceeding 6x
at Sept. 30, 2010, and funds from operations to total debt falling
below 10%.  Downward rating pressure could also occur if liquidity
shrinks below $30 million.

A positive rating action would be predicated on a greater-than-
expected rebound in earnings and cash flow because of a more rapid
or more robust housing recovery, an accelerated increase in
infrastructure spending, higher-than-anticipated coal prices, or
substantially larger cost savings.  Specifically, S&P would need
to expect that leverage would decline to, and be sustained closer
to 4x.


HERCULES CHEMICAL: Seeks Exclusivity Extension 'Just in Case'
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Hercules Chemical
Co. is seeking an extension until Feb. 14 of the exclusive right
to solicit acceptances of a plan.  The proposed extension will be
heard November 2.  Hercules has filed a plan but has requested for
an extension out of an abundance of caution.

The Chapter 11 plan is designed to rid the Company of present and
future asbestos personal injury claims.  The Plan will create a
trust to pay all asbestos claims.  Unsecured creditors with an
estimated $1.8 million in claims are to split $720,000, resulting
to a recovery of about 40%.  The employee stock ownership plan
trust is to remain the company's owner.

Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy
protection on September 18, 2008, with the U.S. Bankruptcy Court
for the District of New Jersey (Case No. 08-27822), blaming the
costs of asbestos-related lawsuits.  The asbestos suits arose from
a furnace cement product made between 1939 and 1983.

The Debtor first filed for bankruptcy on August 22, 2008, in the
U.S. Bankruptcy Court for the Western District of Pennsylvania
(Case No. 08-25553)) but the case was transferred to New Jersey,
where it is incorporated.

Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed
Smith LLP, represent the Debtor.  Meyer, Unkovic & Scott LLP
represents the Debtor's Future Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $10 million and
$50 million.


HOLLEY PERFORMANCE: Wants to Hire Ropes & Gray as Counsel
---------------------------------------------------------
Holley Performance Products Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Ropes & Gray LLP as counsel.

The firm has agreed to:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

   b) advise and consulting on the conduct of these chapter 11
      cases, including all of the legal and administrative
      requirements of operating in chapter 11;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors, and representing the Debtors' interests in
      negotiations concerning litigation in which the Debtors are
      involved, including objections to claims filed against the
      Debtors' estates;

   d) prepare all pleadings, including motions, applications,
      answers, orders, reports, and any other papers necessary or
      otherwise beneficial to the administration of the Debtors'
      estates; and

   e) advise the Debtors with respect to the implementation,
      closing, and consummation of any sales of assets or other
      corporate transactions in these chapter 11 cases.

The firm's professionals and their standard hourly rates:

      James M. Wilton, Esq.           $705
      James A. Wright III, Esq.       $525
      Jonathan B. Lackow, Esq.        $380
      Therese A. Scheuer, Esq.        $330
      Meir C. Weinberg                $170

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

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.


HOLLEY PERFORMANCE: Selects Pepper Hamilton as Delaware Counsel
---------------------------------------------------------------
Holley Performance Products Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Pepper Hamilton LLP as Delaware counsel.

The firm has agreed to, among other things:

   a) assist Ropes & Gray in representing the Debtors;

   b) advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   c) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest;

   d) advise and consult the Debtors regarding the conduct of the
      case, including all of the legal and administrative
      requirements of operating in chapter 11; and

   e) advise the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

The firm's standard hourly rates are:

      Partners and counsel     $380-$825
      Associates               $240-$435
      Paraprofessionals        $75-$215

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

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.


HOLLEY PERFORMANCE: U.S. Trustee Unable to Appoint Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
reports that a committee of unsecured creditors for the Chapter 11
cases of Holley Performance Products Inc. and its debtor-
affiliates has not been appointed.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.


HYPERDYNAMICS CORP: Resolves Certain NYSE Listing Deficiencies
--------------------------------------------------------------
Hyperdynamics Corporation announced October 13 the receipt of a
letter from the NYSE Amex staff stating that the Company has
resolved the continued listing deficiencies with respect to
Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE Amex LLC's
Company Guide, and it has received an extension to satisfy the
listing deficiency with respect to Section 1003(a)(iv) of the NYSE
Amex LLC's Company Guide.

As previously announced, Hyperdynamics received notice from the
NYSE Amex staff on March 17, 2009 indicating that the Company was
not in compliance with NYSE Amex LLC Company Guide continued
listing requirements as set forth in Section 1003(a)(ii), which is
related to stockholders' equity of less than $4,000,000 and losses
from continued operations and net losses in three of the Company's
four most recent fiscal years; Section 1003(a)(iii), which is
related to stockholders' equity of less than $6,000,000 and losses
from continued operations and net losses in the Company's five
most recent years; and Section 1003(a)(iv), which is related to
losses that are so substantial in relation to the Company's
overall operations or existing financial resources or financial
condition are impaired that it appears questionable, in the
opinion of the NYSE Amex LLC, as to whether the Company will be
able to continue operations and/or meet its obligations as they
mature.

The Company's Plan Period will remain open until it has been able
to demonstrate compliance with the continued listing standards for
two consecutive quarters concerning Sections 1003(a)(ii) and
1003(a)(iii).  If the Company does not demonstrate compliance for
two consecutive quarters and/or by the end of the Plan Period,
September 17, 2010, the Exchange staff may initiate delisting
procedures.

The letter received on October 9, 2009, grants the Company an
extension until March 17, 2010, to regain compliance with
standards in Section 1003(a)(iv).  The exchange stated that,
"Based on publicly available information, as well as conversations
with the Company's representatives, the Exchange has determined
that, in accordance with Section 1009 of the Company Guide, the
Company made a reasonable demonstration of its ability to regain
compliance with Section 1003(a)(iv) of the Company Guide by the
end of the revised plan period."

The Company received an audit opinion for the fiscal year ended
June 30, 2009, which included an explanatory paragraph referencing
Note 2 to the consolidated financial statements of the Company's
fiscal 2009 annual report which discusses substantial doubt about
the Company's ability to continue as a going concern.  The Company
does not have revenue and, in addition, the world economic crisis,
the depressed price for oil and the depressed price of its stock
have weakened its ability to continue to raise new capital.

Management's immediate plans, as disclosed in its Annual Report on
Form 10-K filed with the U.S. Securities and Exchange Commission
on September 30, 2009, are to focus primarily on obtaining well
capitalized joint venture partners to help it monetize a portion
of its Guinea concession.  Management is currently also evaluating
how to raise additional capital to further its business
operations.

Headquartered in Sugar land, Texas, Hyperdynamics Corporation
(AMEX:HDY) -- http://www.hypd.com/-- is an independent oil and
gas exploration and production company.  The Company owns rights
for exploration and exploitation of oil and gas in a 31,000 square
mile concession off the coast of the Republic of Guinea in West
Africa.  In addition to its Guinea concession, Hyperdynamics
holds working interests in several oil and gas properties in
Northeast Louisiana.  At June 30, 2008, Hyperdynamics had 150,435
barrel of oil equivalent of reserves related to these Louisiana
properties.  The Company's subsidiaries include HYD Resources
Corporation, Trendsetter Production Company, SCS Corporation and
SCS Corporation Guinee SARL.  Hyperdynamics has two segments: its
operations in Guinea and its domestic Louisiana operations.


J TOP WORLD CORP: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J Top World Corp
         aka J Top Group LLC
        2401 E 27th St
        Los Angeles, CA 90058

Bankruptcy Case No.: 09-36833

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Miguel Montes Jr., Esq.
                  11350 E Valley Blvd, Ste 100
                  El Monte, CA 91731
                  Tel: (626) 443-3001
                  Fax: (626) 443-3085

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
$2,170,667, and total debts of $2,962,501.

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

             http://bankrupt.com/misc/cacb09-36833.pdf

The petition was signed by Jae Soo Aoh, president of the Company.


IDEAL ALUMINUM: Files for Chapter 11 in Orlando
-----------------------------------------------
Ideal Aluminum Products LLC filed for Chapter 11 protection in
Orlando, Florida, without giving a reason.  Ideal Aluminum listed
assets between $1 million and $10 million and debts from $10
million to $50 million.  It filed for Ch. 11 on Oct. 4, 2009
(Bankr. M.D. Fla. Case No. 09-14967).  Deland, Florida-based Ideal
Aluminum is a maker of aluminum fences and railings.


IRVINE SENSORS: To Issue Series B Convertible Preferreds
--------------------------------------------------------
Irvine Sensors Corporation reports that on September 25, 2009, it
filed with the Delaware Secretary of State a Certificate of
Designations of Rights, Preferences, Privileges and Limitations of
Series B Convertible Preferred Stock that created a new Series B
Convertible Preferred Stock of the Company, authorized 10,000
shares of Series B Stock with a par value of $0.01 and designated
the rights, preferences, privileges and limitations of the Series
B Stock.

The Series B Stock is non-voting, except to the extent required by
law.  With respect to distributions upon a deemed dissolution,
liquidation or winding-up of the Company, the Series B Stock ranks
senior to the Common Stock and junior to both the Company's Series
A-1 10% Cumulative Convertible Preferred Stock and Series A-2 10%
Cumulative Convertible Preferred Stock.  The liquidation
preference per share of Series B Stock equals its stated value,
$1,000 per share. The Series B Stock is not entitled to any
preferential cash dividends; however, the Series B Stock is
entitled to receive, pari passu with the Company's Common Stock,
such dividends on the Common Stock as may be declared from time to
time by the Company's Board of Directors.

Each share of Series B Stock is convertible to Common Stock at any
time at the holder's option at the conversion price as set forth
in the Certificate of Designations.  The Series B Stock is not
redeemable by the holder thereof, but the Company will have the
right, upon 30 calendar days' prior written notice, to redeem the
Series B Stock at its stated value, $1,000 per share.  The
approval of the holders of at least a majority of the then
outstanding Series B Stock will be required for certain matters,
including to (i) amend the Certificate of Designations in a manner
which would impair the rights of the holders of the Series B Stock
or (ii) issue any shares of preferred stock with rights,
preferences or privileges senior to or pari passu with the Series
B Stock.  The Series B Stock is also subject to a blocker that
would prevent each holder's Common Stock ownership at any given
time from exceeding 4.99% of the Company's outstanding Common
Stock (which percentage may increase but never above 9.99%).

                       About Irvine Sensors

Headquartered in Costa Mesa, California, Irvine Sensors
Corporation (NASDAQ: IRSN) -- http://www.irvine-sensors.com/-- is
a vision systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating such products and research and development
related to high density electronics, miniaturized sensors, optical
interconnection technology, high speed network security, image
processing and low-power analog and mixed-signal integrated
circuits for diverse systems applications.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IDEAL ALUMINUM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ideal Aluminum Products, LLC
        2000 Brunswick Lane
        Deland, FL 32724

Bankruptcy Case No.: 09-14967

Chapter 11 Petition Date: October 4, 2009

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

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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/flmb09-14967.pdf

The petition was signed by Walter R. Lehmann, member of the
Company.


I.D.I. LLC: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: I.D.I., LLC
        P.O. Box 1190
        Ozark, MO 65721

Bankruptcy Case No.: 09-62276

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  1909 E. Bennett St.
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  Email: brenthendrix@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 at least
$7,462,205, and total debts of $7,293,243.

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

             http://bankrupt.com/misc/miwb09-62276.pdf

The petition was signed by Jack Isenberger, member/manager of the
Company.


LA PAZ 540 LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: La Paz 540, LLC
        640 E. Purdue, #102
        Phoenix, AZ 85020

Bankruptcy Case No.: 09-25664

Chapter 11 Petition Date: October 12, 2009

Court: United States Bankruptcy Court
       District of Arizona

Judge: Charles G. Case II

Debtor's Counsel: Bradley Jay Stevens, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5955
                  Fax: (602) 495-2729
                  Email: bstevens@jsslaw.com

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

Estimated Debts: $500,001 to $1,000,000

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

            http://bankrupt.com/misc/azb09-25664.pdf

The petition was signed by John Vollmecice, manager member of the
Company.


LAKE AT LAS VEGAS: Panel Taps Diamond McCarthy in Suit vs. Lender
-----------------------------------------------------------------
The official committee unsecured creditors of Lake at Las Vegas
Joint Venture LLC is hiring Diamond McCarthy LLP, as special
counsel, to prosecute a lawsuit, if necessary, to subordinate a
$622 million secured debt.

The Debtors are indebted to Credit Suisse, Cayman Islands Branch
pursuant to a series of loans in the principal amount of
$622 million plus interest through July 15, 2008 in the amount of
$4.4 million.  The Debtors also owe Credit Suisse $48.87 million
for advances made beginning in the fall of 2007.  The loans are
secured by a first priority deed of trust on the Debtors' interest
in the lake Las Vegas Resort.

The Debtors are also indebted to Credit Suisse pursuant to the up
to $127 million of DIP financing it has agreed to provide.

In the first half of 2009, the Committee began searching for legal
counsel to handle certain claims against Credit Suisse aimed at
invalidating, subordinating or avoiding the liens granted by the
pre-petition Debtors to Credit Suisse.  It initially hired
Greenberg Traurig for that matter.

In July, the Committee filed a suit against Credit Suisse,
contending that the $622 million loan was a fraudulent transfer
since $460 million from the loan immediately went to insiders,
providing the company with no commensurate benefit while leaving
behind insufficient capital and too much debt.

After the filing of the suit, Diamond McCarthy analyzed the
underlying pleadings and the allegations set forth in the
Adversary Proceeding, and addressed inquiries from the Committee 9
about Diamond McCarthy's qualifications to represent the Committee
on the Adversary Proceeding and its proposed fee structure.

Under the engagement letter signed by the parties Diamond McCarty
will serve as special counsel in connection with the Adversary
Proceeding.

The firm will be compensated for its legal services on a
contingent fee basis plus reimbursement of out-of-pocket expenses.
The firm will be paid 40% of all gross direct recoveries in the
lawsuit, plus additional fees for any recovery by creditors
pursuant to distributions in the Chapter 11 case.

The lawsuit won't be necessary if a settlement embodied in a
Chapter 11 plan goes through and the plan is confirmed.

Under the Plan, the DIP lenders are to receive 90% of the new
stock.  A minority of the new stock will go to lenders providing
$10 million in exit financing for the reorganized company.

A hearing for approval of the disclosure statement explaining the
Plan is currently set for Oct. 15.  The Plan will be presented for
confirmation, following voting, on December 15.

The complaint, Bloomberg's Bill Rochelle notes, is reminiscent of
a suit against the affiliate of Credit Suisse Group AG in the
Chapter 11 case for Yellowstone Mountain Club LLC.  In the
Yellowstone case, the bankruptcy judge wrote an opinion where he
said the lender's actions were "so far overreaching and self-
serving that they shocked the conscience of the Court."

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kurtzman Carson Consultants serves as
claims and notice agent.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAKE AT LAS VEGAS: Hearing on Plan Outline Today
------------------------------------------------
Judge Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada will convene a hearing on October 15, at 10:00
a.m., to consider approval of the disclosure statement explaining
the Chapter 11 plan proposed by Lake at Las Vegas Joint Venture
LLC.

The Plan is based upon settlements reached by the Official
Committee of Unsecured Creditors with lenders led by Credit
Suisse, as agent for prepetition lenders owed at least $622
million for loans provided prepetition and lenders who have agreed
to provide up to $127 million of DIP financing.

Under the Plan, the DIP lenders are to receive 90% of the new
stock.  A minority of the new stock will go to lenders providing
$10 million in exit financing for the reorganized company.
Portions of the DIP facility that were not expended during the
case will be contributed to the reorganized debtors and used to
fund operations.

The plan establishes two separate trusts to provide for the
payment of creditors.  The first trust is the creditor trust.  It
will hold a fund of $1 million to be used to pay certain unsecured
creditors.  It will also hold certain litigation claims that will
be transferred to it.  The proceeds of the litigation will be
allocated as follows:

   * 80% to the pre-petition lender group

   * 6-2/3% to the general unsecured creditors

   * 6-2/3% to T LID Vendors -- parties who provided goods and
     services for the project in connection with the local
     improvement district created by the City of Henderson (T-16
     LID) -- who make an opt-in elections under the Plan.

   * 6-2/3% to "phase II landowners" who execute a settlement
     agreement.

The second trust is the T-16 LID trust.  It will receive the
proceeds of a $5 million loan from the reorganized debtors to
perform work on the T-16 Lid, and is established to provide
payments to the debtors' unpaid LID vendors.

The pre-petition lender group (which was owed approximately $622
million as of the petition date), will receive only a small
percentage of the equity in the reorganized debtors and the 80%
share of the litigation proceeds from the creditor trust in
satisfaction of that debt.  Mechanics' lien holders who establish
that they have valid, perfected and enforceable liens that are
senior to the DIP Lenders' liens will either receive a note to be
paid over three years, or other treatment, at the election of the
debtors, that does not impair the rights of the mechanics' lien
holder.

General unsecured creditors will receive their ratable share of a
$1 million fund and the 6-2/3% share of the litigation recoveries
from the creditor trust.

A hearing for approval of the disclosure statement explaining the
Plan is currently set for Oct. 15.  The Plan will be presented for
confirmation, following voting, on December 15.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/LakeLV_Chapter11Plan.pdf

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

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

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kurtzman Carson Consultants serves as
claims and notice agent.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LANDAMERICA FIN'L: Court Denies Heritage Lift Stay Plea
-------------------------------------------------------
Heritage Owner, LLC, Sunburst Heritage, LLC, Heritage Center
Enterprises, LLC, Etzi Heritage, LLC, Z Heritage, LLC, and Suisun
Investments, LLC, previously filed a motion for relief from the
automatic stay to allow them to continue to prosecute an
arbitration proceeding against LandAmerica Assessment Corporation.
The Heritage Entities filed Claim No. 2291 against LAC, asserting
a general unsecured claim for $909,720.

After the Court reviewed the Motion, it found out that the
Heritage Entities' claims asserted in the Arbitration are
identical to those asserted in Claim No. 2291.  The Court further
found that the allowance or disallowance of Claim No. 2291 is a
core matter under Section 157(a)(2)(B) of the Judiciary and
Judicial Procedures and is within its core jurisdiction.  The
Court has determined that it is proper and expedient to exercise
its jurisdiction over the core matters.  The Court, accordingly,
ruled that the Heritage Entities' lift stay request is denied.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Court Approves Disclosure Statement
------------------------------------------------------
Law360 reports that the Bankruptcy Court has approved the
disclosure statement explaining the Chapter 11 plan for
LandAmerica Financial Group Inc.   The ruling paves way for the
Debtor to solicit support on the Plan, then approval of the Plan
at the confirmation hearing.

The primary purpose of the Plan is to sell substantially all of
the Debtors' assets and to distribute the proceeds to creditors.
General unsecured creditors of LandAmerica 1031 Exchange
Services, Inc. are expected to recover 37.1% of their claims.
Unsecured creditors of LFG will recover 28.3%.  On the
effective date, the stock of the Debtors will be cancelled and
equity holders won't receive anything.

A liquidating trust for each Debtor will be created to prosecute
the legal causes of action held by the Debtors, and to administer
the liquidation and distribution of the assets to creditors.

The official committees of unsecured creditors for LFG Inc. and
LandAmerica 1031 Exchange Services, Inc. support confirmation of
the Plan and urge all holders of claims whose votes are being
solicited to accept the Plan.  Voting deadline is on November 10.

The Bankruptcy Couret is expected to begin hearings to consider
confirmation of the Plan on November 18.

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

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

A copy of the Disclosure Statement, which details the terms of the
Amended Plan, is available for free at:

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

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Proposes Agreements With Capital One
-------------------------------------------------------
On January 13, 2006, LandAmerica Financial Group Inc. entered
into two agreements for the provision of space to be used as its
corporate headquarters.  Under the first agreement, LFG is the
subtenant under a Sublease Agreement with Capital One Services,
Inc., pursuant to which LFG subleases from Capital One two three-
story buildings and a two-story connector building located in the
Innsbrook Corporate Center in Glen Allen, Virginia, commonly
referred to as Highwoods III Site.  The Sublease for the Premises
is set to expire on October 31, 2009.  The second agreement was a
lease directly between LFG and FSP Innsbrook Corp., whereby the
parties agree that upon the expiration of the Sublease on
November 1, 2009, LFG would lease the Premises directly from the
Landlord.  The term of the Old FSP Lease will expire on
October 31, 2016.

As a result of the sale of LFG's primary assets to Fidelity
National Financial, Inc. and certain affiliates and the wind-down
of the Debtors' remaining businesses, LFG no longer requires all
of the space it previously utilized in the Glen Allen Premises.
Accordingly, the Debtors have taken several steps to mitigate
their exposure.  First, LFG rejected the Old FSP Lease as of June
19, 2009 pursuant to a Contract Rejection Notice.  Second, the
Debtors negotiated with Capital One regarding the terms and
conditions by which Capital One would allow LFG to reduce the
size of the Premises under the Sublease and the related reduced
rent terms.  The agreed-upon terms are set forth under a Sublease
Amendment.  Third, LFG negotiated with FSP regarding the terms by
which LFG and FSP would agree to enter into a new lease for
approximately 12,000 sq. ft. of space in the Premises for a term
commencing on November 1, 2009 and expiring on December 31, 2009.
The agreed upon terms are set forth under a stipulation and a New
FSP Lease.

Accordingly, by this motion, LFG seeks the Court's authority to
enter into:

  (a) a Sublease Amendment with Capital One to amend the terms
      of the Sublease;

  (b) a stipulation with FSP fixing the amount and priority of
       FSP's claim under the Old FSP Lease; and

  (c) the New FSP Lease.

The principal provisions of the Sublease Amendment are:

  * Premises:  As of July 1, 2009, the term "Premises" will mean
    59,406.818 sq. ft. of rentable space at 5600 and 5640 Cox
    Road, consisting of 42,300.78 sq. ft. located on the first
    floor of 5600 Cox Road and 17,106.038 sq. ft. located on the
    first floor of 5640 Cox Road.

  * Rent:  As of July 1, 2009, LFG will pay Annual Base Rent in
    the amount of $12 per sq. ft. of rentable space in the
    Premises, in equal monthly installments.

  * Data Center Equipment:  Upon the expiration or earlier
    termination of the Sublease, LFG will abandon certain
    equipment on which LFG will have no further right, title or
    interest in and to the items.

  * Bankruptcy Claim Preserved:  Capital One will maintain the
    right to recover from LFG any rent or other sums that would
    be due and payable from and after July 1, 2009 under the
    Sublease with respect to that portion of the Premises being
    surrendered by LFG, or any other loss incurred by Capital
    One on account of any change to the Sublease reflected by
    the Sublease Amendment or any future amendment of the
    Sublease, including any claim for damages arising from LFG's
    failure to (i) remove its personal property from the
    Surrendered Premises, repair any damage to the Surrendered
    Premises resulting from the removal and restore the
    Surrendered Premises to the same condition as prior to the
    installation thereof, or (ii) remove or repair any
    alterations made to the Surrendered Premises.  Capital One's
    right to recover the claims will be preserved by and
    asserted in a general unsecured claim filed in LFG's Chapter
    11 cases no later than December 31, 2009.

The principal provisions of the Stipulation are:

  * Termination and Release:  The Old FSP Lease was rejected and
    terminated as of June, 19, 2009.  Except as specifically set
    forth in the Stipulation, FSP and LFG are released from any
    obligations that may exist under the Old FSP Lease.

  * The Amended Claim:  FSP is granted an allowed prepetition
    general unsecured claim against LFG totaling $4,281,063.

  * The New FSP Lease:  Simultaneously with the execution of the
    Stipulation, LFG and FSP will enter into the New FSP Lease
    for the New Premises for a term commencing on November 1,
    2009 and expiring on December 31, 2009.  LFG will have no
    obligation to pay fixed rent for its occupancy of the New
    Premises during the initial term of the New FSP Lease but
    will be obligated to pay all operating costs and utilities.

  * Data Center Equipment: Upon the expiration or earlier
    termination of the Sublease, LFG will abandon certain
    equipment whereupon LFG will have no further right, title or
    interest in and to the items.

  * Modification of the Automatic Stay:  The automatic stay
    pursuant to Section 362 is modified to allow FSP to pursue
    all rights permitted under the New FSP Lease without further
    order of the Court.  In the event FSP determines to obtain
    stay relief from the Court to pursue any right under the New
    FSP Lease, LFG will not object to the application and will
    be deemed to have consented to it.

  * Marketing the Premises:  FSP will be permitted to
    immediately market the Premises to potential tenants for
    occupancy, and upon reasonable prior notice will be allowed
    to enter and show the Premises to prospective tenants or to
    enter the Premises for any other reasonable business
    purpose.

  * Bankruptcy Court Approval:  The Stipulation is subject to
    the Court's approval, which approval will be promptly sought
    by LFG.  In the event the Stipulation is not approved by the
    Court by October 31, 2009, the Stipulation will be null and
    void and of no force and effect.

The principal provisions of the New FSP Lease are:

  * The New Premises:  The New Premises will be approximately
    12,245 square feet of rentable area on the first floor of
    the office building commonly known as Building I located at
    5600 Cox Road, in Glen Allen, Virginia.

  * Term:  The New FSP Lease's Term will be two calendar months,
    commencing on November 1, 2009 and ending at 5:00 p.m. on
    December 31, 2009, subject to renewal as provided in the New
    FSP Lease.

  * Base Rent and Basic Operating Costs:  As of November 1,
    2009, and until December 31, 2009, LFG will pay Annual Base
    Rent in the amount of $0.00 per square foot of rentable
    space in the Premises, in equal monthly installments.  LFG
    will pay to FSP LFG's share of Basic Operating Costs in
    monthly installments of $5,938.

  * Renewal Option:  LFG will have the option to renew the New
    FSP Lease on a month to month basis, subject to the terms
    of the Renewal Option attached to the New FSP Lease.  The
    Annual Base Rent will be $18.50 per square foot of rentable
    space during the extended Lease Term.  During the extended
    Lease Term, LFG will have no further obligation to pay LFG's
    share of Basic Operating Costs.  Notwithstanding the
    foregoing, at any time after March 31, 2010, FSP will have
    the right to terminate the New FSP Lease on 30 days' notice.

  * Liability Insurance:  LFG will keep in force throughout the
    New FSP Lease's Term a Commercial General Liability
    insurance policy to protect the landlord against liability
    to the public or any invitee of LFG incidental to the use of
    or resulting from any accident occurring in or upon the New
    Premises with a limit of not less than $2,000,000 per
    occurrence.

The Court will convene a hearing on October 26, 2009, at 11:00
a.m. Eastern Time to consider LFG's Motion.  Objections are due
no later than October 19.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: TDI Seeks Lift Stay to Pursue Suit vs. LFG
-------------------------------------------------------------
On May 20, 2008, the Texas Department of Insurance filed a Notice
of Hearing against LandAmerica Financial Group, Inc., and its
then wholly owned subsidiary, LandAmerica Partners Title of
Houston, complaining of, among other things, LFG's unauthorized
practice of insurance and illegal rebating.  The Complaint was
designated as an administrative proceeding and docketed as No.
454-08-2779.D against LFG and LPT Houston before the Texas State
Office of Administrative Hearings.

The Texas Dept. of Insurance is a governmental unit as that term
is defined in the Bankruptcy Code.  The primary purpose of the
laws which the Dept. of Insurance sought to enforce in the
administrative proceeding was to protect citizens of the state of
Texas from paying insurance premiums at inflated rates due to the
LFG's and LPT Houston's improper reporting and rebating
activities.

The administrative law judge requested briefing on the automatic
stay as applied to the LFG's Chapter 11 case.  After a telephonic
hearing, the administrative law judge decided to let the
Bankruptcy Court decide whether the police and regulatory
exception to the automatic stay applied to the Administrative
Proceeding.   The Bankruptcy Court held that the police and
regulatory exception to the automatic stay applies, and the
Administrative Proceeding is not stayed.

Accordingly, the Texas Dept. of Insurance seeks injunctive relief
from the U.S. Bankruptcy Court for the Eastern District of
Virginia and the imposition of civil fines and penalties against
LFG in the pending Administrative Proceeding.

The Department says the Administrative Proceeding is clearly an
exercise of its police or regulatory power and thus, is exempted
from the automatic stay by Section 362(b)(4).

Alternatively, should the Bankruptcy Court find for some reason
that the Administrative Proceeding is not exempted from the
automatic stay by the police or regulatory exception, the
Department asks the Court to modify the stay to permit it to
proceed against LFG and LPT Houston to enforce Texas law to
protect the public.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANG HOLDINGS: No Competing Bids vs. Sun Capital & Catterton
------------------------------------------------------------
Lang Holdings Inc. won authorization from the Bankruptcy Court to
sell its assets to affiliates of Sun Capital Partners Inc. and
Catterton Partners in exchange for secured debt.  There were no
competing bids, so the auction scheduled for Sept. 29 was
canceled.

According to Bloomberg's Bill Rochelle, the purchase has a
complicated structure to preserve tax benefits.  Lang's debt
includes $6.1 million on a term loan and $12.8 million owing on a
revolving credit.  Sun Capital affiliate Sun Lang Finance LLC
purchased the secured debt before the filing and provided
$16 million in debtor-in-possession loans to fund the Chapter 11
case.

                        About Lang Holdings

Lang Holdings Inc. is a supplier of calendars, greeting cards,
stationery and back-to-school supplies.  Lang Holdings includes a
number of brands which are some of the most well known in the
gift, specialty and mass merchandiser markets, including LANG,
Avalanche Publishing and Turner Licensing.

Headquartered in Delafield, Wisconsin, Lang Holdings is owned by
private equity firm Catterton Partners.  The Company was acquired
in 2003 by Catterton, who also owned Archway Cookies prior to its
bankruptcy filing in 2008.

The Company filed for Chapter 11 on July 16, 2009 (Bankr. D. Del.
Case No. 09-12543).  The petition said assets are more than
$50 million while debt is less than $50 million.


LANG HOLDINGS: Completes Sale to Catterton, Sun Capital
-------------------------------------------------------
Sun Capital Partners, Inc. said Oct. 14 that one of its affiliates
has acquired a controlling interest in Lang Holdings, Inc., a
leading supplier of art, design and sports driven calendars, back-
to-school products, greeting cards and stationary.  Catterton
Partners, Inc., a private equity firm focused on providing equity
capital to growing middle market companies and an investor in Lang
since 2003, retained a 40% ownership in the acquiring affiliate.

The parent company of Lang filed for voluntary protection under
Chapter 11 of the Bankruptcy Code on July 16, 2009 in the U.S.
Bankruptcy Court for the District of Delaware, due to liquidity
constraints primarily caused by a severe contraction in retail
volumes of art, calendars, and stationary supplies.  To facilitate
the restructuring process and allow for a sale of the ongoing
business, an affiliate of Sun Capital agreed to provide a debtor-
in-possession loan facility of up to $16 million to Lang upon the
bankruptcy filing.  The DIP financing allowed Lang to continue to
restructure its liabilities as it proceeded with the sale process.
An affiliate of Sun Capital and Catterton served as the stalking
horse bidder under Section 363 of the U.S. Bankruptcy Code. The
Bankruptcy Court approved LHI Enterprises' bid and the sale closed
on October 13, 2009. The business will continue to operate under
the Lang, Turner and Avalanche brand names.

"With Sun Capital's DIP financing and its subsequent success in
the auction, we were able to successfully emerge from
reorganization under Chapter 11, while maintaining normal
operations in all of our facilities; save jobs which would have
been otherwise lost; and continue to supply our customers without
interruption," said Laurie Gilner, President and Chief Executive
Officer, Lang Holdings, Inc. "Lang is now a leaner, more focused
organization, and is competitively positioned to broaden its reach
into the retail channel."

Anthony G. Polazzi, Principal, Sun Capital Partners, Inc. added,
"We are pleased to join forces with Catterton Partners and to
provide the Company the resources needed to invest in the business
and pursue the numerous growth opportunities that exist in the
current marketplace. We look forward to working with Lang's
management team in growing its business both organically and
through add-on acquisitions."

                         About Sun Capital

Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts, equity, debt, and other investments
in market-leading companies that can benefit from its in-house
operating professionals and experience. Sun Capital affiliates
have invested in and managed more than 200 companies worldwide
since Sun Capital's inception in 1995 with combined sales in
excess of $40 billion. Sun Capital has offices in Boca Raton, Los
Angeles and New York, and affiliates with offices in London,
Paris, Frankfort, and Shenzhen and Shanghai, China. Sun Capital
has been one of the most active private investment firms in the
U.S., closing 169 transactions from 2002 through 2009, and was the
recipient of the M&A Advisor Private Equity Firm of 2008 award.

                     About Catterton Partners

With more than $2.3 billion under management, Catterton Partners
is a leading private equity firm in the United States focused
exclusively on the consumer industry. Since its founding in 1990,
Catterton has leveraged its investment capital, strategic and
operating skills, and network of industry contacts to establish
one of the strongest investment track records in the consumer
industry. Catterton invests in all major consumer segments,
including Food and Beverage, Retail and Restaurants, Consumer
Products and Services, and Media and Marketing Services. Catterton
has led investments in companies such as Breyers Yogurt, Nature's
Variety Pet Food, Liberty Safe Company, Build-A-Bear Workshop,
Cheddar's Restaurants, P.F. Chang's China Bistro, Baja Fresh
Mexican Grill, Frederic Fekkai, Wellness Pet Food, Kettle Foods,
Odwalla and Heartland Recreational Vehicles. More information
about the firm can be found at http://www.cpequity.com.

                        About Lang Holdings

Lang Holdings Inc. is a supplier of calendars, greeting cards,
stationery and back-to-school supplies.  Lang Holdings includes a
number of brands which are some of the most well known in the
gift, specialty and mass merchandiser markets, including LANG,
Avalanche Publishing and Turner Licensing.

Headquartered in Delafield, Wisconsin, Lang Holdings is owned by
private equity firm Catterton Partners.  The Company was acquired
in 2003 by Catterton, who also owned Archway Cookies prior to its
bankruptcy filing in 2008.

The Company filed for Chapter 11 on July 16, 2009 (Bankr. D. Del.
Case No. 09-12543).  The petition said assets are more than
$50 million while debt is less than $50 million.


LANGUAGE LINE: Moody's Assigns 'Ba3' Rating on $575 Mil. Loan
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$575 million credit facility of Language Line, LLC and its co-
borrower and placed the B1 Corporate Family Rating on review for a
possible upgrade.  All other credit ratings were affirmed.

Language Line, LLC is a wholly owned subsidiary of Language Line,
Inc., which in turn is wholly owned by Language Line Holdings,
Inc.  The proposed $575 million credit facility will be issued by
Language Line, LLC and Coto Acquisition LLC as co-borrowers.
Language Line Holdings, LLC (the ultimate parent company of
Language Line LLC, Coto Acquisition LLC and a UK-based language
translation subsidiary) will be a guarantor of the facility.  The
$575 million facility is comprised of a $525 million senior
secured term loan and a $50 million secured revolving credit
facility.  The net proceeds from the $525 million term loan are
expected to be used to repay the existing secured term loan and
subordinated notes of Language Line, Inc., the senior discount
notes of Language Line Holdings, Inc., certain indebtedness of
affiliates and related fees and expenses.

Upon the completion of the refinancing, Moody's expects to upgrade
the Corporate Family Rating to Ba3 and the Speculative Grade
Liquidity Rating to SGL-1 and will move such ratings from Language
Line Holdings, Inc to Language Line Holdings, LLC.  The Ba3
assigned to the proposed secured credit facility was determined in
accordance with Moody's Loss Given Default Methodology and
anticipates the upgrade of the CFR to Ba3.  The Ba3 rating
assigned to the proposed credit facility assumes an all first lien
debt structure following the refinancing and an above average
family recovery rate.

The expected upgrade of the CFR to Ba3 upon the closing of the
proposed refinancing reflects (i) an improved debt maturity
profile (ii) significant interest savings and improved credit
metrics pro forma for the refinancing and the addition of the Coto
assets and stock of the UK business to the collateral pool (iii)
strong revenue and profit growth in the first half of 2009 and
(iv) solid growth prospects over the medium term.  The Coto and UK
subsidiaries represented about 16% of the consolidated EBITDA of
Language Line Holdings, LLC in the first half of 2009.  On a pro
forma basis for the refinancing, credit metrics are solid for the
Ba3 rating category.

Language Line's ratings benefit from the company's leading market
position in the over-the-phone interpretation segment, favorable
regulatory and demographic trends and a broad customer base.  The
ratings are constrained by the relatively small size of the
issuer's revenue base compared to other similarly rated service
companies, the potential for larger competitors to enter the
growing OPI market and the potential for more aggressive financial
policies by the private equity sponsor to realize a return on its
investment.

The ability of the company to pay dividends and incur additional
indebtedness will be limited by the terms of the proposed credit
agreement.  Based upon preliminary documentation, the proposed
credit facility is expected to allow the company to incur (i)
secured debt in connection with an incremental uncommitted secured
credit facility of up to the greater of $125 million or
consolidated EBITDA (as defined) for the preceding four fiscal
quarters (ii) indebtedness incurred or assumed in connection with
an acquisition subject to a 3.5x pro forma leverage test and (iii)
unsecured indebtedness subject to a 3.5x pro forma leverage test.
Dividends are expected to be limited to a basket equal to 50% of
cumulative consolidated net income beginning January 2010.  The
company's ability to pay dividends and incur indebtedness will
also be limited by minimum fixed charge coverage and maximum
leverage covenants.

Moody's assigned these ratings:

  -- $50 million senior secured revolver due 2014, Ba3 (LGD 3,
     34%)

  -- $525 million senior secured term loan B due 2015, Ba3 (LGD 3,
     34%)

Moody's placed this rating on review for possible upgrade:

  -- Corporate Family Rating, B1

Moody's affirmed these ratings:

  -- $40 million senior secured revolver due 2010, Ba1 (LGD 2,
     18%)

  -- $187 million senior secured term loan due 2011, Ba1 (LGD 2,
     18%)

  -- $165 million 11.125% senior subordinated notes due 2012, B2
      (LGD 4, 64%)

  -- $109 million 14.125% senior discount notes due 2013, B3 (LGD
     6, 90%)

  -- Probability of Default Rating, B1

  -- Speculative Grade Liquidity Rating, SGL-2

Upon the completion of the refinancing and assuming substantially
all of the existing debt is retired, Moody's will withdraw the
ratings on the existing credit facility, subordinated notes and
senior discount notes.

The last rating action on Language Line Holdings, Inc., was on
June 1, 2009, at which time Moody's upgraded the Corporate Family
Rating to B1 from B2 and changed the rating outlook from positive
to stable.

Headquartered in Monterey, California, Language Line Holdings, LLC
provides over-the-phone interpretation services from English into
more than 170 different languages.  The company is controlled by
ABRY Partners, LLC, and reported revenues of over $300 million in
the twelve month period ending June 30, 2009.


LAWRENCE CHAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Lawrence P. Chan
               Randi C. Martin
               5327 Cherokee St.
               Houston, TX 77005

Bankruptcy Case No.: 09-37313

Chapter 11 Petition Date: October 2, 2009

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

Judge: Marvin Isgur

Debtors' Counsel: James R. Clark, Esq.
                  James R. Clark & Assoc
                  4545 Mt Vernon
                  Houston, TX 77006
                  Tel: (713) 532-1300
                  Fax: (713) 532-5505
                  Email: jamesrclark@swbell.net

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.


LEAR CORP: Citibank Allowed to Set-Off Deposits for L/Cs
--------------------------------------------------------
The Bankruptcy Court has approved a stipulation reached by Lear
Corp. and Citibank N.A.

As previously reported, the Debtors, in their request of approval
for their DIP financing, requested authority to permit
modification of the automatic stay imposed by Section 362 of the
Bankruptcy Code to the extent necessary to allow Citibank N.A., to
set off any cash deposits it is specifically holding as collateral
for that certain Irrevocable Standby Letter of Credit No.
63663991, dated January 30, 2009, against any amounts paid by
Citibank to the beneficiaries of the Citibank LC upon any
postpetition draws, subject to the terms of the Citibank LC.  This
was conditioned upon Citibank's agreement to return to the Debtors
within three business days of that set-off, the excess of any cash
deposits that Citibank is holding as collateral for all letters of
credit over the amount of collateral the Debtors are required to
provide with respect to all outstanding letters of credit issued
by Citibank at the Debtors' request with respect to the Citibank
LC.

However, the Final DIP Order inadvertently omitted the Citibank
Stay Modification.

The parties intend to include a modification in the Final Order.

In a stipulation, the parties agree to modify the automatic stay
to authorize Citibank to set off any cash deposits it is
specifically holding as collateral for the Citibank LC, against
any amounts paid to Citibank to the beneficiaries of the Citibank
LC upon postpetition draw of the Citibank LC.  Citibank agrees to
return to the Debtors' estates, within three business days of
that set-off, the excess of any cash deposits it is holding as
collateral for the Citibank LC over the amount of collateral the
Debtors are required to provide with respect to the Citibank LC.

                         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)


LEAR CORP: JCI/Chamberlain Patent Infringement Suit to Proceed
--------------------------------------------------------------
Bankruptcy Judge Allan Gropper ordered that the automatic stay
will be modified, as of November 5, 2009, to permit the case
captioned "The Chamberlain Group, Inc. and Johnson Controls
Interiors, LLC v. Lear Corporation," pending in the U.S. District
Court for the Northern District of Illinois, to proceed.

The Chamberlain Group, Inc., and Johnson Controls Interiors, LLC
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 seek 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.

                         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)


LEAR CORP: Stipulation Granting Omega Stay Relief for PI Suit
-------------------------------------------------------------
On September 6, 2007, Omega Patents, LLC, commenced a patent
infringement action against one of the Debtors, Lear Corporation,
in the U.S. District Court for the Middle District of Florida,
Orlando Division, alleging the infringement by Lear of U.S.
Patent Nos. 6,771,167; 6,812,829; 7,205,679; and 7,224,083.

Prior to the Petition Date, the parties had agreed to allow Omega
to amend its patent infringement complaint to include U.S. Patent
No. 6,756,886.

Also prior to the Petition Date, the parties had filed with the
Florida District Court an agreed upon case management schedule
containing deadlines for the completion of all discovery, the
filing of summary judgment motions, and a proposed trial date.

On July 8, 2009, the Debtors filed a Suggestion of Bankruptcy for
Lear in the Patent Infringement Lawsuit notifying the Florida
District Court that the Debtors filed voluntary petitions under
Chapter 11 of the Bankruptcy Code and that those filings operated
as a stay on the Patent Infringement Lawsuit pursuant to Section
362(a) of the Bankruptcy Code.  The Florida District Court issued
an order stating that the Patent Infringement Lawsuit was stayed
pursuant to the automatic stay provisions of the Bankruptcy Code
and administratively closed the case, subject to its
reinstatement at the conclusion of the Debtors' bankruptcy
proceeding.

The Debtors and Omega both agreed that a restricted and limited
lifting of the automatic stay to allow the Patent Infringement
Lawsuit to proceed solely and limited exclusively to the Patent
Claims, and no other claim, cause of action or dispute asserted
by Omega, in the Florida District Court is in the best interest
of the parties.  The Debtors believe that granting a restricted
and limited relief from the automatic stay to allow the Patent
Infringement Lawsuit to proceed, solely and limited exclusively
to the Patent Claims, and no other claim, cause of action or
dispute asserted by Omega, will not interfere with the Debtors'
reorganization efforts; rather it will allow for resolution and
liquidation of the claims and counterclaims between Omega and the
Debtors relating to the Patent Infringement Lawsuit.

                         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)


LEHMAN BROTHERS: Court Examines Potential Preferences
-----------------------------------------------------
According to ABI, Anton Valukas, the court-appointed examiner
investigating Lehman Brothers Holdings Inc.'s bankruptcy, has been
exploring whether the Federal Reserve improperly cut in front of
other creditors owed money in the $613 billion bankruptcy case.

As reported by the Troubled Company Reporter on Jan. 21, 2009,
former federal prosecutor Anton Valukas of the firm Jenner & Block
LLP has been selected by Diana J. Adams, the United States Trustee
for Region 2, to lead an independent investigation of the events
leading to Lehman Brothers Holdings Inc.'s collapse and the claims
creditors owed more than $613 billion may pursue.

Mr. Valukas is expected to complete his investigation by Feb. 1,
2010.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


LEVITT & SONS: Douglas Wilson Sells 3 Foreclosed Properties
-----------------------------------------------------------
Three residential tracts in central Florida, languishing in
foreclosure for nearly two years, have closed escrow, according to
Tigg Mitchell, Director of Brokerage Services for Douglas Wilson
Companies.

All three properties were thrown into foreclosure when one of the
nation's largest home builders, Levitt & Sons, filed for
bankruptcy in November 2007.  Loans for the three tracts of
finished lots were held by Ohio-based KeyBank.

"It's a positive sign to see builders coming back into the
marketplace and purchasing properties with unrealized potential,"
says Mr. Mitchell.  "Our goal with this portfolio was to minimize
the bank's loss and help them move forward."

Douglas Wilson Companies also assisted the bank by providing
receivership and asset management services for the three
properties.  "Brokering the sale of these distressed properties is
a natural extension of our services."

The three residential tracts brokered by Douglas Wilson Companies
include:

   -- Townhomes at San Simeon, 88 finished lots in a gated
      community in Ft. Myers, Florida

   -- Cascades at Southern Hills, 141 finished lots in a gated
      community in Brooksville, Florida

   -- Seasons at Traditions, 263 finished lots in a gated
      community in Port St. Lucie, Florida

"Our goal was to assure that valuations were accurate and
realistic, then reach out to a targeted audience of single family
developers and land holding companies," says Mr. Mitchell.

                    About Douglas Wilson

Douglas Wilson Companies -- http://www.douglaswilson.com/-- is
headquartered at 450 B Street in the financial district of
downtown San Diego.  It also has offices in Atlanta, Las Vegas,
Orlando, Miami and San Francisco.

Founded in 1989, San Diego-based Douglas Wilson Companies is one
of the largest firms of its kind, providing a wide range of
specialized business and real estate services to law firms, state
and federal courts, corporations, partnerships, pension funds,
REITS, financial institutions and property owners nationwide.

Services include workout and problem resolution, crisis/force
majeure response, asset management, consulting, business planning,
receivership, development, entitlement, and construction
management.  To date, the company has provided problem resolution
for more than 500 projects involving assets valued in excess of
$8 billion.

                        About Levitt & Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso,
Esq., at Berger Singerman, P.A., represented the Debtors in their
bankruptcy cases.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, was not included in the bankruptcy filing.

Judge Raymond B. Rays confirmed Levitt & Sons' liquidating Chapter
11 plan in February 2009.


LIONS GATE: Moody's Assigns Corporate Family Rating at 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability-of-Default Rating to Lions Gate Entertainment
Inc.  Additionally, Moody's assigned a B1 rating to Lions Gate's
proposed $250 million second lien senior secured notes and a SGL-3
speculative grade liquidity rating.  Proceeds from the new note
issuance will be used to reduce borrowings under the company's
$340 million revolving credit facility, potentially reduce
outstanding convertible senior subordinated notes and fund
associated fees and expenses.  The outlook is stable.

The CFR reflects the inherent volatility of the theatrical
production business and the lackluster performance of Lions Gate's
film slates over the past several years.  It is also impacted by
the company's growing investment in both film and particularly the
upfront investment in television programming which has resulted in
weak trailing operating performance (contributing to several years
of negative EBITDA) and negative free cash flow in fiscal 2009.
The rating further reflects Moody's expectation that once Lions
Gate does return to profitability in fiscal 2010, leverage will
still be high at more than 8x and investing activities will cause
the company to be a net user of cash rather than generator through
fiscal 2011.  However, the company's rating is supported by its
significant perceived asset value and Moody's reasonable
confidence that profitability will improve in the coming years as
the company refocuses its film slate on niches that have proven
profitable for the company in the past, and as TV program
syndication revenues begin to flow due to the popularity of such
shows as Weeds and Mad Men.

Over the rating horizon, EBITDA levels are expected to continue to
grow, resulting in a reduction in leverage to approximately 6x and
positive free cash flow generation by fiscal 2012.  Additionally,
Moody's anticipates the company will maintain an adequate
liquidity profile over the next twelve months.  However, if
operating performance does not meet expectations and the company
does not turn free cash flow positive in 2012, Lions Gate's
liquidity position and its credit ratings would likely come under
pressure.

Ratings / assessments assigned:

Lions Gate Entertainment Inc.

* Corporate family rating -- B2
* Probability-of-default rating -- B2
* Second lien senior secured notes -- B1 (LGD 3, 38%)
* Speculative grade liquidity rating -- SGL-3

The rating outlook is stable.

This is the first time Moody's has assigned public ratings to
Lions Gate.

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

Lions Gate Entertainment Corp., domiciled in British Columbia,
Canada (headquartered in Santa Monica, California), is a motion
picture studio with a diversified presence in the production and
distribution of motion pictures, television programming, home
entertainment, family entertainment, video-on-demand and digitally
delivered content.  Revenues for the twelve months ended June 30,
2009 were $1.6 billion.


LIONS GATE: S&P Assigns Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to British Columbia-domiciled and Santa Monica,
California-headquartered entertainment company Lions Gate
Entertainment Corp. and its subsidiary, Lions Gate Entertainment
Inc.  The rating outlook is stable.

At the same time, S&P assigned the subsidiary's proposed
$200 million second-lien notes due 2016 S&P's issue-level rating
of 'B' (one notch higher than the 'B-' corporate credit rating on
the company) with a recovery rating of '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for noteholders
in the event of a payment default.  Lions Gate plans to use the
proceeds of the notes issue primarily to repay existing debt.

"The 'B-' rating reflects Lions Gate's high debt leverage and
negative discretionary cash flow after two years of EBITDA losses,
its somewhat limited liquidity, and management's track record of
growth through acquisition," said Standard & Poor's credit analyst
Deborah Kinzer.  "Minimally offsetting these factors are the
company's position as the seventh-largest U.S. film producer, its
film and TV library of about 12,000 titles, and some degree of
business diversification provided by its TV production operations
and its fledgling media networks investments."

Lions Gate is the seventh-largest U.S. motion picture producer and
distributor, with a 4.5% box office market share in 2008.  The
company issues 12 to 16 widely distributed theatrical releases
each year, focusing its relatively low-budget films on niche
categories, such as horror, urban, comedy, and prestige films.
These genres cater to specific audiences instead of the mass
market, and do not require the high marketing expenses that
action/adventure event films do.  The company reduces operating
risk by using co-financing partners and by filming in locations
that provide cash subsidies.  This has not assured profitability,
however, as the company recorded a significant write-down on a
higher budget release in the recent fiscal year.  Management has
since refocused on its traditional low-budget niche.

Lions Gate's EBITDA has been negative for the past two fiscal
years because of lower performance of the film slate, film write-
downs, and reserves on a home video distribution agreement with
HIT Entertainment.  In the quarter ended June 30, 2009, revenue
grew 30% year over year because of an acquisition in the film
segment, a doubling of TV production revenue due to an increase in
the number of episodes and hours delivered, and revenue from the
recently acquired TV Guide Network.  Lower theatrical revenue and
home video sales partly offset this, however.  EBITDA tripled year
over year because of lower distribution and marketing expenses,
and because other expenses grew more slowly than revenue.  The
good quarterly performance mitigated the poor EBITDA performance
of the past few quarters, but EBITDA remains negative on a
trailing-12-month basis.  Interest coverage and leverage metrics
are not meaningful because of the negative EBITDA.  Discretionary
cash flow was also negative for the 12 months ended June 30, 2009.


LITHIUM TECHNOLOGY: Inks Three Consulting Agreements
----------------------------------------------------
Lithium Technology Corporation on September 25, 2009, entered into
a consulting agreement with each of Steenbergh Management B.V.,
FMSUD Consultancy B.V., and OUIDA Management Consultancy B.V.

Each of the Consulting Agreements has a term until December 31,
2010, and may be terminated on 60 days written notice.  Each
Consulting Agreement provides that the Consultant will consult
with the directors, officers and employees of the Company
concerning matters relating to the management and organization of
the Company, its financial policies, the terms and conditions of
employment of the Company's employees, and generally any matter
arising out of the business affairs of the Company.

The Steenbergh Consulting Agreement provides for Christiaan van
den Berg, an employee of Steenbergh, the Chief Executive of Arch
Hill Capital and the Co-Chairman of the Board of the Company, to
spend a minimum of 32 hours per month in fulfilling his
obligations under the Consulting Agreement and the payment by the
Company of a monthly fee of Euros 4,167.

The FMSUD Consulting Agreement provides for Fred J. Mulder, an
employee of FMSUD and the Co-Chairman of the Board of the Company,
to spend a minimum of 32 hours per month in fulfilling his
obligations under the Consulting Agreement and the payment by the
Company of a monthly fee of Euros 4,167.

The OUIDA Consulting Agreement provides for Theo M.M. Kremers, an
employee of OUIDA Management Consultancy B.V. and the Chief
Executive Officer and a director of the Company, to spend a
minimum of 160 hours per month in fulfilling his obligations under
the Consulting Agreement and the payment by the Company of a
monthly fee of Euros 20,820.

On March 25, 2009, the Company filed an Amendment to its Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware, to increase the number of authorized shares of
the Company's common stock to 3,000,000,000 shares.  The increase
in the number of authorized shares of common stock was needed in
order for the Company to have an adequate reserve of common stock
available for issuance upon conversion of existing convertible
securities and exercise of outstanding options and warrants and to
satisfy certain commitments to issue common stock.

The Company has instructed its transfer agent to issue 264,103,114
shares of Company Common Stock upon conversion of all outstanding
100,000 shares of Series B Preferred Stock, 583,000,000 shares of
Company Common Stock upon conversion of all outstanding 233,200
shares of Series C Preferred Stock, 190,172,300 shares of Company
Common Stock to Arch Hill Capital due in connection with a
February 2008 debt exchange, and 19,500,000 shares to certain
current and former executives and consultants for share
compensation due and owing by the Company.

                        Going Concern Doubt

The June 11, 2009 audit report of Amper, Politziner & Mattia LLP,
in Edison, New Jersey, raised substantial doubt about the
Company's ability to continue as a going concern.

The Company posted a net loss of $6,414,000 for the year ended
December 31, 2008, from a net loss of $24,391,000 in 2007.

Revenues from product sales increased to $4,167,000 or 59% in the
year ended December 31, 2008, from $2,609,000 in the same period
in 2007.

As of December 31, 2008, the Company had total assets of
$11,107,000, and total liabilities of $21,897,000, resulting in
stockholders deficit of $10,790,000.

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is a global manufacturer and provider of rechargeable
energy storage solutions for diverse applications.  The Company
designs and builds a limited amount of large format, cylindrical
lithium-ion (Li-ion) rechargeable cells and engineers and builds
lithium-ion (Li-ion) rechargeable batteries complete with battery
management systems for use in transportation, military/national
security and stationary power markets.  LTC also manufactures its
own unique large format, cylindrical cells.


LYONDELL CHEMICAL: Panel Insists on $7.1BB Fraud Claim vs. Lenders
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of LyondelL Chemical
Co. has asked the Bankruptcy Court to amend its original complaint
against lenders and directors to assert $7.1 billion of newly-
minted fraudulent transfer claims, which were excluded from the
original complaint.

The Creditors Committee has commenced the 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.

LeverageSource III, S.a.r.l.; Citibank, N.A.; Goldman Sachs
Credit Partners, L.P., and other bank defendants in the lawsuit
have opposed the proposal to amend the Complaint, David M. Zensky,
Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, insists
that the dollar-for-dollar repayment of an antecedent debt simply
can not be avoided as a fraudulent transfer.  More importantly, he
asserts that the Committee's proposed new claims will only burden
the Debtors' estates with time-consuming and expensive litigation,
and are time-barred under the order approving the DIP financing.
He reminds the Court that the Committee expressly conceded the
validity of those transfers and carved-out those very same claims
from the original Complaint.  Even if the Court determines that
the proposed new claims fit within the existing standing, they are
still impermissible, he says.  The mere fact that the Committee
came to believe that it may not be able to realize any meaningful
recovery unless it actually succeeds in avoiding $7.1 billion in
transfers is no reason to grant it standing to pursue previously
excluded claims that have no basis in law or fact, Mr. Zensky
maintains.

The Creditors Committee argues that the proposed amendments to the
original Complaint do not add "newly- minted claims" nor do they
expand the scope of the factual matters that pursuant to the Final
Case Management Order are to be addressed in discovery or at Phase
I trial in the adversary proceeding.

Edward S. Weisfelner, Esq., at Brown Rudnick LLP, in New York,
assures the Court that the Proposed Amendments will not prejudice
the Financing Party Defendants or even potentially cause any
delay in the Committee Action.  He points out that the filing of
the Amended Complaint is not barred by the Final DIP Order.
Though prodigious in number and elaborately embellished by case
citation, none of the arguments proferred by the Financing Party
Defendants and the Ad Hoc Group of Secured Lenders justifies
departure from observed motion practice under the Federal Rules
of Bankruptcy Procedure of granting leave to amend a complaint,
he maintains.

                      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)


LYONDELL CHEMICAL: Trial on Claims vs. Merger Backers in December
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of LyondelL Chemical
Co. has 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.

The Creditors Committee has asked the Bankruptcy Court to amend
its original complaint against lenders and directors to assert
$7.1 billion of newly-minted fraudulent transfer claims, which
were excluded from the original complaint.

Judge Robert Gerber approved on September 24, 2009, the final case
management order dividing trial of the Committee Action into Phase
I, Phase I-A and Phase II.  A bench trial for Phase I will
commence on December 1, 2009.  If the Court determines that a jury
trial is necessary or appropriate, the parties will be heard by on
Record Conference Call as to whether the issues with respect to
the Debtors' Directors & Officers Defendant Group should be moved
to Phase II.  If a party demands a jury trial and the Court makes
that option available or schedules events to accommodate the
party's demand for a jury trial, the party's election to proceed
by jury trial will be irrevocable.

A bench trial will be conducted vis-a-vis the issues that must be
determined as to all other parties, and in no event will the
stated requests of the D&O Defendant Group, or any of them, to
proceed by jury trial slow down or otherwise interfere with needs
of the other parties or the Court to address the matters that
must be determined in Phase I.  Proceedings for Phase I-A or
Phase II will be scheduled by the Court following the
adjudication of the Phase I Trial.  A full-text copy of the Final
CMO is available for free at:

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

                      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)


LYONDELL CHEMICAL: Plan Outline Hearing Adjourned to Nov. 4
-----------------------------------------------------------
Judge Robert Gerber of the United States Bankruptcy Court for the
Southern District of New York rescheduled the hearing to consider
approval of the Disclosure Statement explaining Lyondell Chemical
Company and its debtor affiliates' Joint Plan of Reorganization
from October 14, 2009, to November 4, 2009.  Parties have until
October 28, 2009, to file their objections to the Disclosure
Statement.

The Debtors filed its Plan on September 11, 2009, that
rationalizes their balance sheet and incorporates a restructuring
that accomplishes two goals:

(1) structuring the postpetition enterprise in a way to
     maximize tax, reporting, and systems efficiencies, and
     allow for tradable equity; and

(2) limiting or eliminating the impact of guarantees issued by
     non-filing European entities and discharge obligations of
     European entities with respect to a certain "Bridge Loan
     Agreement" and "2015 Notes."

LyondellBasell will still be in the same industries and have most
of its key executives based in Houston, but it will be
incorporated in the Netherlands rather than Luxembourg.

A full-text copy of the Debtors' Joint Plan is available for free
at http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

    http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf

The Debtors have asked the Court to set November 30, 2009, as the
hearing date to consider confirmation of the Plan.   Objections
to confirmation of the Plan must be filed with the Court and
served so as to be actually received no later than November 23,
2009.

                      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)


LYONDELL CHEMICAL: Opposes BoNY Plea for Loan Refinancing
---------------------------------------------------------
The Bank of New York Mellon, as indenture trustee for Lyondell
Chemical Company noteholders, and The Bank of New York Mellon
Trust Company, N.A., as indenture trustee for Equistar Chemicals,
LP noteholders, ask the Court to compel the Debtors to (i) seek
refinancing of the DIP Facility; (ii) periodically report to BoNY
and the Official Committee of Unsecured Creditors; and (iii) seek
extension of the maturity of the DIP Facility on market terms.

Glenn E. Siegel, Esq., at Dechert LLP, in New York, reminds the
Court that the DIP Facility matures on December 15, 2009, just
two weeks after the litigation commenced by the Committee in
connection with the 2007 acquisition of Lyondell Chemical Company
by Basell AF S.C.A. goes to trial.  He notes that complex issues
must be litigated in that two-week period because confirmation of
the Debtors' Joint Plan of Reorganization will be inevitably tied
to the DIP Maturity Date.  Moreover, due to Access Industries,
Inc.'s primary interests as a defendant, new-money investor and
likely owner of prepetition bank debt, the Debtors are remarkably
indifferent to the potential benefits of easing the time
constraints under the current DIP Facility and reducing the cost
of that DIP financing, he stresses.  Simply put, neither the DIP
Lenders nor Access have any incentive to extend the DIP Facility
or seek alternative financing because that might allow the
Committee to prove its case, he asserts.

Against this backdrop, BoNY contends that elimination of the
existing DIP Maturity Date is essential to an equitable
resolution of the Debtors' Chapter 11 cases.  Mr. Siegel notes
that since entry of the Final DIP Order on February 27, 2009,
availability in the credit markets has increased significantly.
The New Money DIP Loans are trading at a premium to face value:
as of September 3, 2009, the New Money Term Loan DIP had a
bid/ask of 103.61/104.72, and has traded above par consistently
since April 2, 2009.  In this light, he asserts that the Debtors
should be able to obtain replacement financing with a
sufficiently long maturity to permit full litigation of the
issues raised in the Committee Action without the artificial time
constraints imposed by the existing DIP Facility.  This
replacement facility, providing the same level of adequate
protection to all security lenders as the existing facility, can
be used to refinance the new money portion of the existing DIP
Facility, he adds.

Failing to refinance the DIP when the Debtors would have procured
better financing terms would be a waste of their assets, and a
failure to maximize value to the estates, BoNY insists.  More
importantly, the Debtors, if they make no attempt to refinance
the DIP at this critical stage, would be breaching their
fiduciary duty to its creditors and the estate, BoNY maintains.

The Creditors' Committee discloses that the Debtors have been
approached by other financial institutions, which have made
proposals to refinance the DIP Facility.  If the Debtors were
able to negotiate the refinancing of the DIP Facility, the
Committee believes that the considerable time pressures stemming
from the current DIP maturity date will be alleviated and would
allow the Committee Action to be litigated, the Committee notes.
Thus, the Creditors' Committee supports BoNY's Motion to Compel
Refinancing.

In a separate filing, Law Debenture Trust Company of New York, as
successor trustee to BoNY with respect to $250,000,000 in 7 5/8%
senior unsecured debentures issued by Debtors Millennium America
and Millennium Chemicals, join in BoNY's Motion to Compel DIP
Refinancing.

                          Debtors Object

Counsel for the Debtors, Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, argues that neither the
Bankruptcy Code nor the Bankruptcy Rules provide BoNY a right to
seek an extension of the Debtors' DIP Financing.  At the DIP
hearing, the Debtors put on extensive evidence that they had met
the business judgment standard, and the Court made extensive
findings to the effect, he notes.  Mr. Ellenberg insists that
exiting Chapter 11 on the timeline contemplated by the DIP
Facility will permit the Debtors to convert billions of dollars
of debt into equity or eliminate it outright, stop paying
adequate protection payments totaling hundreds of millions of
dollars a year, reduce substantially the very expensive
professional fees of multiple stakeholders the Debtors must pay
as adequate protection under the DIP Facility and, shed the high
interest rates under the DIP Facility and leave behind the
overhang of operating in Chapter 11.  He asserts that the Debtors
continue to evaluate their progress towards completion of their
Chapter 11 cases and the usefulness of a DIP Financing extension.
He reminds the Court that BoNY's assertions have been reiterated
in its response to the Committee's Motion for Standing to Pursue
Lender Claims and objection to the Debtors' Motion to Approve
Second Amendment to the DIP Loans, which responses have been
overruled.

Mr. Ellenberg also clarifies that the Debtors' ultimate
Supervisory Board, a majority of which is independent from
Access, makes decisions as fiduciaries for the benefit of
the entire estate.  Decisions made with respect to the Committee
Action are made by the Debtors' Independent Litigation Committee,
made up of the Debtors' Chief Executive Officer, Jim Gallogly,
the Chief Restructuring Officer Kevin McShea and restructuring
professional Steven Cooper, and independent members of the
Supervisory Board who are not defendants in the Committee Action.
More importantly, neither the DIP Lenders, Access nor any other
party can force any "unjust" resolution of the Committee Action
because the Committee Action will either be tried per the Court's
scheduling order or resolved consensually by the parties, he
asserts.

Accordingly, the Debtors ask the Court to deny BoNY's Motion to
Compel.

The Court adjourns consideration of BoNY's Motion to Compel from
October 14, 2009, to October 26, 2009.  The original hearing was
scheduled for October 7.  Objections were due September 30.

                      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)


LYONDELL CHEMICAL: WTC Sues to Nullify Intercreditor Pact
---------------------------------------------------------
Wilmington Trust Company, as trustee for owners of 8-3/8% Senior
Notes due 2015 under an August 10, 2005 Indenture, filed an
action for declaratory judgment, breach of contract, and
equitable subordination against:

  * LyondellBasell Industries AF S.C.A.;

  * ABN AMRO Bank N.V. and ABN AMRO Incorporated; Citibank,
    N.A., Citigroup, N.A. London Branch, and Citigroup Global
    Markets, Inc.; Goldman Sachs Credit Partners L.P.; Merrill
    Lynch Capital Corporation, Merrill Lynch International Bank
    Limited formerly known as Merrill Lynch Capital Markets Bank
    Limited, and Merrill Lynch, Pierce, Fenner & Smith
    Incorporated; UBS AG, Stamford Branch, UBS Loan Finance LLC,
    and UBS Securities LLC; and

  * ACLF/Lyondell S.A R.L.; ACLF Co-Invest/Lyondell S.A.R.L.;
    Apollo Management VII, L.P.; Ares Management LLC; Automobile
    Club Of Southern California Pension Plan; America Securities
    Limited; Bayerische Landesbank; BDF Limited; Caterpillar
    Inc. Pension Master Trust; Central States, Southeast and
    Southwest Areas Pension Fund; Chrysler LLC Master Retirement
    Trust; Citibank, N.A., London Branch; DZ Bank Ag; Employees'
    Retirement Fund Of The City Of Dallas; Esperance; Field
    Point IV S.A.R.L.; Field Point V S.A.R.L.; General Board Of
    Pension And Health Benefits Of The United Methodist Church
    Inc. in Missouri; GMAM Investment Funds Trust; Grand Central
    Asset Trust, SIL Series; Goldman Sachs International Bank;
    Goldman Sachs Lending Partners LLC; Highland Capital
    Management LP; IBM Personal Pension Plan Trust;
    International Paper Company Commingled Investment Group
    Trust; Iowa Public Employees' Retirement System; Jasper
    Funding; Kensington International Limited; Kohlberg Kravis
    Roberts & Co. (Fixed Income) LLC; Lerner Enterprises, LLC;
    Leveragesource III S.? R.L.; Leveragesource XI S.? R.L.;
    Lucent Technologies Inc. Master Pension Trust; Manchester
    Securities Corp.; Oak Hill Credit Partners V, Limited; Oak
    Hill European Credit Partners I PLC; Oak Hill European
    Credit Partners II PLC; OCM High Yield Ld Holdings Ltd.; OCM
    Loan Fund 2x Ld Holdings Ltd.; OCM Loan Fund Ld Holdings
    Ltd.; OCM Opportunities Ld Holdings Ltd.; OHA Capital
    Solutions Financing (Offshore), Ltd.; OHA Capital Solutions
    Financing (Onshore), Ltd.; OHA Finlandia Credit Fund OHA
    Strategic Credit Fund (Parallel I), L.P.; OHA Strategic
    Credit Fund, L.P.; OHA Strategic Credit Master Fund
    (Parallel II), L.P.; OHSF Financing, Ltd.; OHSF II
    Financing, Ltd.; Pacific Gas & Electric Company Post
    Retirement Medical Plan Trust for Non-Management Employees
    and Retirees; PG&E Corporation Retirement Master Trust;
    Promontoria Holding VI B.V.; San Diego County Employees'
    Retirement Association; Silver Oak Capital LLC; Silver Point
    Capital; Silver Point Luxembourg Platform S.A R.L.; SPF CDO
    I, Ltd.; Springfield Associates, LLC; Stichting
    Bedrijfstakpensioenfonds Voor De Metalektro; Stichting Mn
    Services Us High Yield Fonds; Stichting Pensioenfonds Metaal
    En Techniek; Swiftcurrent Offshore, Ltd.; Swiftcurrent
    Partners, L.P.; Texas County & District Retirement System;
    The State Teachers Retirement System Of Ohio; TMCT II, LLC;
    TMCT, LLC; W.R. Huff Asset Management Co., L.L.C.; and
    Western Asset Management Company.

David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that a $20 billion debt package was
structured by the Bank Defendants in December 2007 in connection
with the leveraged acquisition of Lyondell Chemical Company by
Basell AF S.C.A.

Mr. Rosner asserts that (i) a Senior Notes Indenture among
Basell, the former trustee, and bank lenders under a EUR1.95
billion senior facility, and (ii) a related August 1, 2005
Intercreditor Agreement were among the significant obligations of
Basell.  He points out that LBI and the Bank Defendants were well
aware of those obligations and the limitations they imposed upon
LBI, yet LBI and the Bank Defendants structured and consummated
the LBO in violation of the Senior Notes Indenture and in
derogation of the rights of the Senior Noteholders, attempting to
"paper over" the failings with a replacement intercreditor
agreement executed in December 2007.  He argues that not only
were the Senior Notes Indenture and the 2005 Intercreditor
Agreement breached, but given the Bank Defendants' knowledge of
those agreements and that the LBO was doomed, the Bank Defendants
acted inequitably towards the Senior Noteholders.

Against this backdrop, Mr. Rosner contends that as a result of
the breaches by LBI and the Bank Defendants under the Indenture
and 2005 Intercreditor Agreement, the Senior Noteholders have
suffered significant losses.  Wilmington Trust is, thus, entitled
to recover from the applicable Bank Defendants under the 2005
Intercreditor Agreement damages for those losses, which amount
will be determined at trial.  He further argues that the conduct
of the Bank Defendants constituted inequitable conduct directed
at the Senior Noteholders separate and apart from the harm they
may have visited on the Debtors or other creditors of the
Debtors.  Moreover, because of the conduct of the Bank
Defendants, the Senior Notes have been wrongfully subordinated to
more than $20 billion of debt, thus rendering the Senior Notes
worthless and harming the Senior Noteholders individually, he
asserts.  Thus, equitable subordination of the claims of LBI and
the Bank Defendants in respect of the LBO Debt have engaged in
inequitable conduct directed at a specified set of creditors, he
maintains.

Accordingly, Wilmington Trust asks the Court to:

(a) declare that the 2007 Intercreditor Agreement is null and
     void, and the LBO Debt priority provisions of that
     Agreement are of no effect, as to Senior Noteholders;

(b) award damages against the Bank Defendants under the 2005
     Intercreditor Agreement and to Wilmington Trust in an
     amount to be determined at trial;

(c) equitably subordinating the claims of LBI and the Bank
     Defendants with respect to the LBO Debt against the Debtors
     to those of Senior Noteholders; and

(d) award to Wilmington Trust the costs and disbursements of
     the action, including reasonable attorney's fees.

                      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)


MAGNA ENTERTAINMENT: Baltimore Objects to Auction of 2 Tracks
-------------------------------------------------------------
Alan Suderman at Washington Examiner reports that Baltimore has
protested Magna Entertainment Corp.'s proposal to auction off its
Laurel Park and Pimlico racetracks in January, saying that the
proposed bidding process is uncompetitive.

As reported by the TCR on Oct. 14, 2009, Magna Entertainment has
resumed the process of selling its major tracks, Pimlico and
Laurel Park in Maryland, Santa Anita and Golden Gate Fields in
California, and Gulfstream in Florida.  To comply with a revised
bank-lending arrangement providing another $26 million in
financing, the tracks must be sold by Feb. 26, Bill Rochelle at
Bloomberg said.   Accoridngly, Magna Entertainment proposes:

   * an auction for the Maryland tracks on Jan. 8, with bids due
     November 2, and a sale hearing on Jan. 11;

   * a Feb. 25 auction for the California and Florida facilities;
     with bids due Feb. 10 and a sale hearing on Feb. 26

According to Washington Examiner, Magna Entertainment is requiring
that anyone interested in purchasing the Preakness must keep the
race in Maryland, drawing praise from Gov. Martin O'Malley.

Baltimore's mayor and council said in court documents that Magna
Entertainment's proposed rules for the bidding process would give
the Company "unlimited discretion" over who can bid on the
racetracks by requiring interested parties to agree to undisclosed
terms.  Baltimore said that "potential bidders will be reluctant
to participate in the bidding process once they realize that their
qualifications may be rejected for any reason or no reason."

According to court documents, Magna Entertainment said that the
state's efforts to keep the racetracks in Maryland "may be
unconstitutional" and be causing a "chilling effect on" its
efforts to sell its properties.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MAGUIRE PROPERTIES: Amends CEO's Restricted Stock Units Agreement
-----------------------------------------------------------------
Maguire Properties, Inc., and Maguire Properties, L.P., and Nelson
C. Rising, the Company's President and Chief Executive Officer, on
October 1, 2009, entered into an amendment to Mr. Rising's
restricted stock units agreement dated as of May 17, 2008,
pursuant to which Mr. Rising was originally granted 1,250,000
restricted stock units.

The RSUs were previously subject to both time-based vesting and
stock price-based vesting.  In terms of satisfying the time-based
criteria, 20% of the RSUs vested on May 17, 2009, and the
remaining 80% vest pro rata on a daily basis through May 17, 2013,
subject to Mr. Rising's continued employment.  In terms of
satisfying the price-based criteria, 20% of the RSUs were
previously subject to vesting in installments at stock price
targets of $25.00, $30.00, $35.00, $40.00 and $45.00.  The purpose
of the amendment was solely to eliminate the price-based criteria;
the time-based criteria and other provisions remain unchanged.

The RSUs will continue to vest in full in a termination without
cause, termination for good reason, death/disability or change in
control (each as defined in Mr. Rising's employment agreement with
the Company dated as of May 17, 2008), with the elimination of the
price-based criteria removing that condition to accelerated
vesting.

In taking action to amend the terms of Mr. Rising's RSUs, the
Company's Board of Directors noted the significant economic
downturn and related factors beyond the control of the Company or
its management, occurring shortly after Mr. Rising commenced
employment with the Company and subsequent to the grant of the
RSUs, and the resulting unfavorable and unpredictable market
conditions affecting companies generally and the real estate
industry in particular (including the Company).  In the six months
immediately following the commencement of Mr. Rising's employment,
the S&P 500 Index decreased by approximately 40% and the MSCI US
REIT Index decreased by approximately 56%.  The Company's Board of
Directors (upon recommendation by the Compensation Committee)
determined that due to these factors, the price-based vesting
conditions originally included in Mr. Rising's RSU award were not
realistically achievable, and therefore, the RSU award was not
continuing to serve its essential purposes of incentivizing and
retaining Mr. Rising.  The Compensation Committee and the Board
thus determined that it would be appropriate and desirable to
remove the price-based vesting conditions.  The RSUs were
originally granted to Mr. Rising upon his commencement of
employment with the Company and comprise his only Company equity
grants other than an additional 250,000 restricted stock units
subject to time-vesting conditions that were also granted upon
employment commencement.

As reported by the Troubled Company Reporter on August 12, 2009,
Maguire Properties may relinquish control of seven Southern
California buildings with $1.06 billion of debt and said it's not
planning on filing for bankruptcy.

In its second quarter 2009 report on Form 10-Q, the Company
warned, "We may not have the cash necessary to repay our debt as
it matures.  Therefore, failure to refinance or extend our debt as
it comes due, or a failure to satisfy the conditions and
requirements of such debt, could result in an event of default
that could potentially allow lenders to accelerate such debt.  If
our debt is accelerated, our assets may not be sufficient to repay
such debt in full, and our available cash flow may not be adequate
to maintain our current operations.  If we are unable to refinance
or repay our debt as it comes due (particularly in the case of
loans with recourse to our Operating Partnership) and maintain
sufficient cash flow, our business, financial condition, results
of operations and common stock price will be materially and
adversely affected, and we may be required to file for bankruptcy
protection."

As of June 30, 2009, the Company's assets total $4,392,301,000
against debts of $4,866,253,000, for a stockholders' deficit of
$473,952,000.

Maguire Properties said in an August 10 statement that its Board
of Directors has approved management's plan to seek to dispose of
four former EOP/Blackstone assets and two other assets in
cooperation with lenders as well as Park Place I and certain
parking areas and development rights.  During the quarter ended
June 30, 2009, the Company recorded a non-cash impairment charge
of approximately $345 million associated with these assets.

                     About Maguire Properties

Maguire Properties, Inc. -- http://www.maguireproperties.com/--
is the largest owner and operator of Class A office properties in
the Los Angeles central business district and is primarily focused
on owning and operating high-quality office properties in the
Southern California market.  Maguire Properties, Inc. is a full-
service real estate company with substantial in-house expertise
and resources in property management, marketing, leasing,
acquisitions, development and financing.


MARGARET KENEFICK HOFFMEIER: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Margaret Kenefick Hoffmeier
           aka Margaret A. Hoffemeier
        P.O. Box 95
        Palm Beach, FL 33480

Bankruptcy Case No.: 09-31306

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Michael A. Kaufman, Esq.
                  1655 Palm Beach Lakes Blvd, # 900
                  West Palm Beach, FL 33401
                  Tel: (561) 478-2878
                  Fax: (561) 584-5555
                  Email: michael@mkaufmanpa.com

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

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

According to the schedules, the Company has assets of at least
$9,213,989, and total debts of $7,114,370.

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

The petition was signed by Ms. Hoffmeier.


MEDICO LABS: Pillar Capital Acquires Assets
-------------------------------------------
Pillar Capital has acquired the assets of Medico Labs of Hamilton,
NJ, pursuant to an order of the Bankruptcy Court for the District
of New Jersey, dated September 17, 2009, approving the sale free
and clear of claims.  The Medico Labs business will be rebranded
as Chartwell Pharmaceuticals.

Medico Labs, established in 2000, manufactures and distributes
private label and store brand pharmaceuticals for companies
throughout North America and many countries overseas.  The company
also performs contract manufacturing services for some of the
leading names in the pharmaceutical industry.

"Medico is a strong business with a committed and loyal customer
base.  Its products can be found in many countries and has a
tradition of quality manufacturing," said Jack Goldenberg,
Managing Partner of Pillar Capital."  With a strong balance sheet
and an enhanced management team, the company will be able to
significantly expand its ability to service the needs of its
clients."

Medico currently manufactures more than 50 OTC pharmaceutical and
neutriceutical liquids, sprays, gels and powders.  The company
anticipates continued expansion of its existing line of products.
The company is also examining significant opportunities to enter
the NDA drug market.  As one of a select group of domestic
manufacturers of OTC products, Medico's manufacturing capacity
allows it to respond quickly to emergent opportunities in the
still thriving US marketplace.

Medico's domestic and overseas distribution ability and client
base allows the company to react to changing market conditions and
survive the up and downs of various markets without significant
risk to their overall business.

Pillar Capital was advised by Hahn & Hessen LLP in this
transaction.

                     About Pillar Capital

Pillar Capital, based in New York City, specialized in the
acquisition and management of businesses with significant growth
prospects.  Most of these businesses face financial, operational,
or legal distress.  Pillar brings experienced turn-around
management oversight to these companies enabling their return to
profitability and growth in the shortest timeframe possible.

                     About Medico Labs

Medico Labs Inc., together with an affiliate, filed for Chapter 11
on May 6, 209 (Bankr. D. N.J. Case No. 09-21588).  Gary N. Marks,
Esq., at Norris, McLaughlin & Marcus, represents the Debtors in
their restructuring effort.  The petition says that assets and
debts are $1,000,001 to $10,000,000.


METALDYNE CORP.: BDC Got Short Shrift In Metaldyne Asset Sale
-------------------------------------------------------------
Law 360 reports that BDC Finance LLC has added to its appeal of a
the Bankruptcy Court's order approving the sale of most of
Metaldyne Corp.'s assets, claiming the auction was really a
private mergers and acquisitions negotiation between the Carlyle
Group and Solus Investment Funds on one side and the auto parts
manufacturer's junior creditor constituencies on the other.

The Bankruptcy Court in August approved the sale of substantially
all assets of Metaldyne to MD Investors.  The price includes
$39.5 million in cash, about $32 million in assumed obligations
and $425 million in secured debt mostly owned by the group backed
by Carlyle and New York-based Solus Alternative Asset Management
LP.

MD Investors is a new company formed by a coalition of Metaldyne's
existing term lenders led by The Carlyle Group, a private equity
firm, and Solus Alternative Asset Management LP, an
SEC-registered investment advisor.

                       About Metaldyne Corp

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of US$977 million and
liabilities of US$927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group earlier this month for
approximately $496.5 million.


MICHAEL LEE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Michael Y. Lee
           dba Beach Front Cafe
        4739 Maytime Lane, Unit 172
        Culver, CA 90230

Bankruptcy Case No.: 09-36922

Chapter 11 Petition Date: October 3, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Peter M. Lively, Esq.
                  The Law Offices of Peter M Lively
                  11965 Venice Blvd, Ste 301
                  Los Angeles, CA 90066-3977
                  Tel: (310) 899-0630
                  Fax: (310) 899-0632
                  Email: PeterMLively2000@yahoo.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. Lee's petition, including a list of his 9
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb09-36922.pdf

The petition was signed by Mr. Lee.


MILLER BROTHERS: Lays Off 85 Employees From Three Sites
-------------------------------------------------------
Marcus Conroy at WKYT reports that Miller Brothers Mining said
that it laid off 85 workers from sites in Magoffin, Floyd, and
Knott Counties, while hours were reduced for the remaining
employees.  Miller Brothers is cutting production at several mine
sites, WKYT states.  According to WKYT, Miller Brothers said that
the layoffs were in response to weak demand for coal and the
uncertainty of issuance of new mining permits.

Miller Brothers Mining is under Chapter 11 bankruptcy protection,
WKYT says.


MOUNTAIN CHASE: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mountain Chase Residential, LLC
        P.O. Box 200767
        Cartersville, GA 30120

Bankruptcy Case No.: 09-43963

Chapter 11 Petition Date: October 2, 2009

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

Judge: Mary Grace Diehl

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  Jones and Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: lpineyro@joneswalden.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
$5,948,424, and total debts of $8,390,059.

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/ganb09-43963.pdf

The petition was signed by Frederick Knight III, member of the
Company.


MSCI INC: Moody's Affirms Corporate Family Rating at 'Ba2'
----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
of MSCI, Inc. and changed the rating outlook to positive from
stable.

MSCI's Ba2 Corporate Family Rating reflects strong cash flow and
leverage metrics for the rating category, a leading market
position in two highly profitable service lines and a largely
subscription-based revenue model with high customer retention
rates.  The positive outlook anticipates a moderate improvement in
profitability and credit metrics over the next year driven
primarily by growth in the index subscription business and in
equity index asset-based revenues.  The revenue run rate from
equity index asset based fees has recovered sharply from the lows
reached in late 2008 and early 2009 due to market gains and net
inflows into these funds.  Absent a sharp market correction,
revenues from this line of business should grow solidly on a year
over year basis over the next few quarters.

The ratings are constrained by a relatively small revenue base
relative to other Ba2 rated service issuers, rising attrition
rates in the equity analytic product line and the potential for
increased pricing pressures in certain business lines.

These ratings were affirmed:

  -- Corporate Family Rating, Ba2

  -- Probability of Default Rating, Ba3

  -- $75 million secured revolving credit facility due 2012, Ba2
     (LGD 2, 29%)

  -- $165 million secured term loan A due 2012, Ba2 (LGD 2, 29%)

  -- $221 million secured term loan B due 2014, Ba2 (LGD 2, 29%)

  -- Speculative Grade Liquidity Rating, SGL-1

The last rating action on MSCI was on September 27, 2007, at which
time Moody's assigned first-time ratings to MSCI in connection
with a proposed senior secured credit facility.  Moody's assigned
a Ba2 Corporate Family Rating, a Ba3 Probability of Default
Rating, a Ba2 rating to the proposed senior secured credit
facility and a SGL-1 speculative grade liquidity rating.

MSCI is a leading provider of investment decision support tools to
investment institutions worldwide.  The company's key product
lines are international equity indices marketed under the MSCI
brand and equity portfolio analytics marketed under the Barra
brand.  Revenues for the twelve month period ended August 31, 2009
were $432 million.


NATIONAL AMUSEMENTS: To Pay Creditors with CBS, Viacom Stock Sale
-----------------------------------------------------------------
National Amusements, Inc., said Sept. 14 that with the one-time
underwritten sale of a portion of CBS Corporation stock and Viacom
Inc. stock owned by NAI, and with the anticipated sales of certain
noncore assets, NAI will be in a position to pay off all of its
existing creditors in full.  The share sales and the asset
divestitures will enable NAI not only to retain control of both
CBS and Viacom but also to retain full ownership of all of its
theater assets in the UK and Brazil and its core theater assets in
the United States.

Viacom and CBS have filed documents with the Securities and
Exchange Commission that will permit NAI to sell, in concurrent
underwritten offerings, a portion of CBS and Viacom stock owned by
NAI.  NAI expects to receive gross proceeds of approximately $600
million in the offering of Viacom stock and approximately $345
million in the offering of CBS stock, assuming full exercise of
the underwriters' overallotment option. The proceeds from this
sale, combined with proceeds from the asset divestitures, will be
provided to existing creditors in accordance with the credit
documents.  NAI has no intention to further reduce its ownership
levels in CBS and Viacom and will retain in excess of 75% of the
voting control of each company after giving effect to the
offerings.

National Amusements agreed to sell, in concurrent underwritten
offerings, 26,040,909 shares (plus an additional 2,604,091 shares
if the underwriters exercise their overallotment option in full)
of CBS class B common stock owned by NAI at a price to the public
of $12.00 per share and 19,382,945 shares (plus an additional
1,938,295 shares if the underwriters exercise their overallotment
option in full) of Viacom class B common stock owned by NAI at a
price to the public of $28.25 per share.  NAI is expected to
receive from both offerings aggregate proceeds of approximately
$827.8 million (or approximately $910.6 million if the
underwriters exercise their overallotment options in full), net of
underwriting discounts and commissions.

After giving effect to the offerings (and assuming full exercise
of the underwriters' overallotment options), NAI will own 79.07%
of the voting shares and 6.05% of the equity of CBS, and 79.87% of
the voting shares and 6.89% of the equity of Viacom.

The offering of CBS Class B Common Stock was made under a shelf
registration statement filed with the Securities and Exchange
Commission by CBS and the offering of Viacom Class B Common Stock
was made under a shelf registration statement filed with the SEC
by Viacom.

The offerings are expected to close on October 20, 2009.  Citi is
the sole book-runner and Citi and J.P.Morgan are joint lead
managers.

"As a result of our actions, National Amusements will be out of
debt with its existing creditors and will still control its most
important assets,'' said Sumner Redstone, Chairman and CEO of
National Amusements. "We believe in the significant long-term
value of Viacom and CBS Corporation, both of which are well-
positioned for growth in this improving economic environment.
Similarly, with leadership positions in key domestic and
international markets, National Amusements theaters have
outstanding near and long-term prospects."

                  About National Amusements

A world leader in the motion picture exhibition industry, the
assets of National Amusements, Inc. include more than 1,500 motion
picture screens in the U.S., U.K., Latin America and Russia; a
portfolio of real estate assets; a partnership in the online
ticketing service, MovieTickets.com; and controlling interests in
the common stock of Viacom Inc. and CBS Corporation. Through its
exhibition operations, National Amusements delivers a superior
entertainment experience in theatres around the world under its
Showcase, Multiplex, Cinema de Lux, and KinoStar brands. Based in
Norwood, Massachusetts, National Amusements is a closely held
company controlled by Sumner M. Redstone.

Talks that National Amusements would be placed under bankruptcy
protection emerged in November 2008.  Sumner Redstone put up for
sale in October 2008 about $233 million of his stock in Viacom and
CBS, which he controls through National Amusements, to try to fix
his debt problems after the stock market dropped lower and
National Amusements breached an asset-to-debt covenant.  The move
didn't work, and the Redstone family has since been discussing
with its lenders about restructuring a $1.6 billion debt.


NEW YORK SATELLITE: Joint Administration Has Limited Force, Effect
------------------------------------------------------------------
WestLaw reports that a jointly administered Chapter 11 case
involving an individual debtor was filed before the effective date
of BAPCA, while the affiliated limited liability company's Chapter
11 case was filed after BAPCA's effective date. Noting that the
court had found no decisional law addressing what should occur, a
Maryland bankruptcy court held that each case would be governed by
the statutory version in effect when the case was filed.  The mere
fact that the cases were jointly administered did not mandate that
one particular version of the Bankruptcy Code should apply.  In re
Modanlo and In re New York Satellite Industries, LLC, --- B.R. ---
-, 2009 WL 2923999, 52 Bankr. Ct. Dec. 29 (Bankr. D. Md.)
(Alquist, J.).

Nader Modanlo sought Chapter 11 protection from his creditors
(Bankr. D. Md. Case No. 05-26549) prior to BAPCAP's enactment on
Oct. 15, 2005.  New York Satellite Industries, LLC, sought chapter
11 protection from its creditors (Bankr. Case No. 06-10158) after
BAPCPA's enactment.  After a chapter 11 trustee was appointed in
both cases, Mr. Modanlo moved to dismiss both cases.  Judge
Alquist has removed the Chapter 11 Trustee but has declined to
dismiss the cases.

The Debtors are represented by Christopher B. Mead, Esq., at
London & Mead in Washington, D.C., and Richard Marc Goldberg,
Esq., in Baltimore, Md.


NEW YORK TIMES: Won't Sell Globe; Worcester Telegram's Fate Unsure
------------------------------------------------------------------
The New York Times Company on October 14, 2009, said after careful
consideration and analysis, it has terminated the process to
explore the sale of The Boston Globe, Boston.com and related
businesses and they will remain within the Company.  The Company
continues to assess strategic alternatives for the Worcester
Telegram & Gazette, and is determined to reach a conclusion there
quickly.

In its quarterly report on Form 10-Q for the period ended June 28,
2009, filed with the Securities and Exchange in August, New York
Times said its New England Media Group, which includes the Globe,
the Worcester Telegram & Gazette and their Web sites, has been
affected by secular and cyclical forces affecting the media
industry.  New York Times said it has responded by developing a
strategic plan that includes consolidating printing facilities,
raising circulation prices and reducing compensation and
headcount. In addition, New York Times retained Goldman, Sachs &
Co. to explore a potential sale of the New England Media Group.

As part of its restructuring efforts, New York Times engaged in
extensive negotiations with the Globe's unions on various cost-
cutting measures.  In the second and third quarters of 2009,
employees of the Globe represented by various unions ratified
amendments to their collective bargaining agreements, which New
York Times projects will save $20 million in annual operating
costs.

Amendments to two union agreements ratified in the second quarter
included the elimination of certain non-qualified retirement
benefits, which resulted in a curtailment.  In connection with the
curtailment, New York Times remeasured the projected benefit
obligation, resulting in a decrease in the pension liability and
an increase in comprehensive income (before taxes) of roughly $5
million.

In addition, New York Times said amendments to various collective
bargaining agreements allow it to cease contributions to, and thus
withdraw from, various multi-employer pension plans.  The
withdrawals are expected to result in withdrawal obligations to
these respective plans for New York Times' proportionate share of
any unfunded vested benefits.  While a liability with respect to
these various plans is likely, an estimate cannot be determined at
this time, and therefore no amount has been recorded as of June
28, 2009.

New York Times said it would recognize a pension withdrawal
obligation for each plan in the period in which an estimate is
calculable.  While the period over which the payment of the
liabilities would be made has not yet been determined, a
withdrawal liability is generally paid over a period of time that
could extend up to 20 years (or beyond in the case of a mass
withdrawal).

The amendments to the collective bargaining agreement ratified by
the Boston Newspaper Guild of the Globe in the third quarter
include freezing benefits under a Company-sponsored defined
benefit pension plan.  This will result in a curtailment and
require us to remeasure the plan, which New York Times expects
will decrease the pension obligation for this plan.

The New York Times Company is a diversified media company that
currently includes newspapers, Internet businesses, a radio
station, investments in paper mills and other investments.

In April 2009, Standard & Poor's lowered its rating on New York
Times' senior unsecured debt to B+ from BB- and placed its rating
on negative watch.  In May 2009, Standard & Poor's further lowered
its rating to B, citing the effects of declining advertising
revenues and operating performance on New York Times' leverage. It
also changed its rating outlook from negative to stable, citing
New York Times' ability to maintain adequate liquidity.  In April
2009, Moody's Investors Service downgraded New York Times' senior
unsecured debt rating to B1 from Ba3 with a negative outlook,
citing the expected continued pressure on revenues and operating
cash flow as a result of lower newspaper advertising.


NEXPAK CORP: Disclosure Statement Approved; Plan Hearing on Nov. 5
------------------------------------------------------------------
NexPak Corp. will seek confirmation of its liquidating Chapter 11
plan as originally scheduled, on November 5, after obtaining
approval of the explanatory disclosure statement, Bill Rochelle at
Bloomberg News reported.

According to Bill Rochelle, as the consequence of a settlement
with the secured lenders, $100,000 was carved out from the
lenders' collateral to pay expenses of the Chapter 11 case, with
anything left over for distribution to the holders of $7.5
million in unsecured claims.  The plan calls for the lenders'
liens to remain on unsold assets, which chiefly include a non-
bankrupt affiliate in the Netherlands that's operating with a
positive cash flow.  The banks also agreed to waive their
deficiency claims.  The lenders consented to the continued use of
cash to pay bills until the plan can be wrapped up.

                           About Nexpak

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-11244).
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC
represents the Debtors in their restructuring efforts.  The
Debtors assets range from $10 million to $50 million and its debts
from $100 million to $500 million.

This is the second filing by NexPak.  NexPak carried out a
so-called prepackaged bankruptcy reorganization in December 2004
where Highland Capital Management LP and affiliates ended up as
controlling shareholders by exchanging debt for equity.  The
business consistently missed financial projections since emerging
from the reorganization.


NJDV HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NJDV Hospitality, Inc.
        1 Blue Hill Plaza
        P.O. Box 1669
        Pearl River, NY 10965

Bankruptcy Case No.: 09-23848

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Harvey S. Barr, Esq.
                  Barr, Post & Associates
                  664 Chestnut Ridge Road
                  Spring Valley, NY 10977
                  Tel: (845) 352-4080
                  Fax: (845) 352-6777
                  Email: info@bplegalteam.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
4 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nysb09-23848.pdf

The petition was signed by Mahesh Jani, president of the Company.


NORTEL NETWORKS: Court to Consider GSM Sale Rules Oct. 15
---------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates plan to sell by
"open auction" substantially all of their global operations using
the Global System for Mobile communications standard.

In court papers, NNI seeks approval of the U.S. Bankruptcy Court
for the District of Delaware to sell its GSM business as well as
those of Nortel Networks Ltd., Nortel Networks UK Ltd. and Nortel
Networks SA.  The Debtors will also be selling their GSM for
Railways, which provides a communications system for railways
operators.

The Nortel units are suppliers of GSM, a widely deployed wireless
technology standard for mobile phone networks, to operators
globally and have worked with those operators to implement the
GSM family of access technologies.

In connection with the sale of their GSM business, NNI also seeks
Court approval of a proposed sale process that would allow other
parties to submit offers to acquire the GSM business.

Under the proposed bidding process, bidders will be required to
submit their offers by November 5, 2009, followed by an auction
on November 9, 2009.  NNI and its affiliates will entertain joint
bids from two or more companies bidding together.

The winning bid at the auction will be presented to the
Bankruptcy Court for approval at a hearing set for November 19,
2009.  Any final agreement governing the sale will also be
submitted for approval to the Ontario Superior Court of Justice,
which oversees the insolvency case of NNL.

With respect to the assets owned by NNSA, a French subsidiary,
the company's administrators are required to get approval from
the Commercial Court of Versailles in France, to sell those
assets.  Meanwhile, the administrators of Nortel UK can sell the
assets of the company without the need for approval from the U.K.
Court.

Completion of any sale will be subject to regulatory approvals
and satisfaction of customary closing conditions.

"The proposed sale process will provide a timeline for
identifying the successful bidder for our valuable GSM/GSM-R
assets.  The process is expected to result in a formal agreement
with a buyer," Pavi Binning, Nortel's chief restructuring
officer, said in a September 30 public statement.

Graham Richardson, general manager for the GSM/GSM-R business,
says the sale process will provide customers "with a path forward
for the future of their networks" and offers Nortel a mechanism
to finalize a buyer in a timely and orderly fashion.

"This approach will enable the industry to continue to benefit
from Nortel-created technology, our highly-skilled employee base,
our know-how and leading-edge innovation," Mr. Richardson said.

"We remain committed to serving our customers without
interruption through this process.  As we move forward we will
communicate our progress to the greatest extent possible," he
further said.

The sale of GSM business may not generate as much interest as the
auction for Nortel's wireless technology, the Code Division
Multiple Access (CDMA) business.  On Nortel's 2008 financial
results, a line for "GSM and UMTS solutions" showed revenue of
about US$1.6 billion compared with almost $2.2 billion in CDMA
revenue, PC World reported on its Web site.  Nortel also sold off
the UMTS (Universal Mobile Telecommunications System) portion of
the business to Alcatel-Lucent in 2006, eliminating a key upgrade
path from its GSM offerings, the report further noted.

The Bankruptcy Court will hold a hearing on October 15, 2009, to
consider approval of the bidding process.  Creditors and other
concerned parties have until October 12 to file their objections.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: To Auction Off Next Gen. Packet Core Assets
------------------------------------------------------------
Nortel Networks Corporation related that its principal operating
subsidiary, Nortel Networks Limited, and its U.S. subsidiary,
Nortel Networks Inc., plan to sell, by auction, the assets of its
Carrier Networks business associated with the development of Next
Generation Packet Core network components.

The Packet Core Assets consist of software to support the
transfer of data over existing wireless networks and the next
generation of wireless communications technology, including
relevant non-patent intellectual property, equipment and other
related tangible assets.  In connection with this proposed sale,
NNL also expects to grant the purchaser a non-exclusive license
of relevant patent intellectual property.

Nortel has filed a motion seeking the establishment of a Section
363 sale procedure with the United States Bankruptcy Court for
the District of Delaware that will allow qualified bidders to
submit offers for the Packet Core Assets.  A similar motion for
the approval of the sale procedure has been with the Ontario
Superior Court of Justice.  Any sale would be subject to approval
by the U.S. and Canadian courts.

Under the bankruptcy sale motion, Ann C. Cordo, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, relates
that the Next Generation Packet Core network components are being
developed from technology based on Nortel's legacy packet core
solutions with the goal of readiness for commercial deployment by
mid-2010.  The activity currently has no associated customer
contracts, but does have continuing cash requirements, primarily
in the United States, associated with the ongoing research and
development efforts.

Hyacinth Almeida, Leader of Corporate Business Development of
NNI, said in a related declaration that the Debtors have been
unable to market the Packet Core Assets with any other major
transaction.  She noted that full value of the Assets is likely
to decline over time if the Assets remain unsold.  Thus, the
Debtors have deemed it appropriate to seek the Bankruptcy Court's
authority to sell their right and interest in the Packet Core
Assets to a successful bidder, free and clear of all liens and
claims.  The Debtors also contemplate entering into certain
ancillary agreements with the purchaser, in particular an
Intellectual Property License Agreement and a Transition Services
Agreement.

The Debtors prepared a form of the Transaction Agreement to
memorialize the terms of the contemplated sale, a full-text copy
of which is available for free at:

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

To maximize the proceeds that may be realized from the value of
the Packet Core Assets, the Debtors proposed uniform sale
procedures, which provide for these terms, among others:

* Bid Deadline: A Qualified Bidder must deliver written copies
   of its bid to the Debtors, the Debtors' counsel, the Debtors'
   financial advisors, financial advisor to the Debtors'
   bondholder group, Ernst & Young Inc as the CCAA Monitor, to
   be received no later than October 16, 2009, at 4:00 p.m.
   Eastern Time.

* Qualified Bids must indicate the identity of each purchaser,
   the bidder's offer for the Assets, and written evidence of
   that bidder's ability to the proposed transaction.

* Qualified Bids must also be accompanied by a good faith
   deposit equal to the greater of 5% of the purchase price or
   $1,000,000.

At the Debtors' behest, Bankruptcy Judge Kevin Gross for the
District of Delaware approved on September 30, 2009, the proposed
Sale Procedures, a complete list of which is available for free
at http://bankrupt.com/misc/NORTEL_PcketCreSaleProcdres.pdf

The Bankruptcy Court has also approved the form of the sale
notice prepared by the Debtors to be distributed to interested
parties.  The Debtors will also be publishing the sale notice in
The Wall Street Journal and The Globe & Mail.

The Debtors are required to file with the Court and the concerned
notice parties a Notice of the Successful Bidder and the form of
the Transaction Agreement no later than October 26, 2009.

Judge Gross has scheduled a hearing for October 28, 2009, to
consider the entry of an order approving the sale of the Packet
Core Assets.  Objections to the proposed sale are due no later
than October 21.

The Canadian Court has also approved the proposed bidding process
to govern the sale of the Packet Core Assets.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNC and its Canadian affiliates under their insolvency
proceedings, supported the implementation of the bidding process.
Under its 21st Monitor Report, Ernst & Young acknowledge that the
process is designed to provide a "commercially reasonable
approach" to maximize the value of the Next Generation Packet
Core business.

"The value of the assets comprising the NG-PC technology is best
maximized through the exploration of sale of these assets to a
buyer who can leverage off of its own existing customer
relationships as well as investments in technology in order to
develop the next generation of products and services," said NNC's
attorney, Derrick Tay, Esq., at Ogilvy Renault LLP, in Toronto,
Ontario.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Trial on IRS $3 Bil. Claim at Bankruptcy Court
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware ruled that that Nortel Networks Inc.'s objection to
the $3 billion claim filed by the Internal Revenue Service is a
"core proceeding."

The Bankruptcy Court's ruling came after IRS' attorney, Jan Geht,
Esq., of the U.S. Department of Justice, sought a determination
of the "core status of the causes of action" in NNI's objection
to the IRS' $3 billion claim.

Previously, IRS also asked the U.S. District Court for the
District of Delaware to take the responsibility away from the
Bankruptcy Court of all issues relating to NNI's objection,
arguing that the resolution of the federal income tax issue
requires substantial and material consideration of non-bankruptcy
law.   The District Court has not yet ruled on IRS' request.

IRS filed the $3 billion claim against NNI on August 20, 2009, on
account of unpaid corporate taxes, interest and penalties.  It
consists of an unsecured priority claim for income taxes for
$1,804,637,586; accrued interest for $1,162,748,632; and an
unsecured non-priority claim for penalties for $49,264,612.

The Bankruptcy Court will hold a hearing on October 13, 2009, to
consider NNI's objection to the claim.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated, have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NUVEEN INVESTMENTS: Says Progress Continues in ARPs Refinancing
---------------------------------------------------------------
Nuveen Investments Inc. said progress continues in the refinancing
of Auction Rate Preferred securities, which were used as leverage
in 100 of the Company's closed-end funds when the ARPs market
froze in early 2008.

Nuveen Investments made the disclosure at the Deutsche Bank
Leveraged Finance Conference on October 1.

Nuveen Investments said the $500 million second lien debt
refinancing in July and August improved its financial flexibility.
Proceeds of the refinancing were used to provide payment of
$223 million of Senior Notes due 2010 and pay down some of the
outstanding $2.33 billion of Senior Secured Term Loan, which
matures in 2014.

Nuveen said current strategic focus is on growing Mutual Fund and
Institutional business while maintaining leadership positions in
Retail Managed Accounts and Closed-end Funds.

A copy of the Company's presentation slides shown by Nuveen
Investments on October 1, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?464e

Nuveen obtained a new $450 million second-lien term loan facility
on July 28, 2009, pursuant to an amendment to the Credit
Agreement, dated as of November 13, 2007, among Windy City
Investments, Inc., the Company, the lenders from time to time
party thereto, and Deutsche Bank AG New York Branch, as
administrative agent for the Lenders.  The First Amendment
provided the Company with the option to request one or more
additional tranches of Additional Term Loans, subject to certain
limitations, up to an aggregate amount not to exceed $50 million.

In light of favorable market conditions, the Company elected to
borrow the full $50 million pursuant to an Incremental Second-Lien
Term Loan Agreement, dated as of August 11, 2009, among Windy
City, the Company, the Administrative Agent, the Guarantors party
thereto and the Incremental Second-Lien Term Loan Lenders party
thereto.  The Incremental Additional Term Loans are subject to the
same terms and conditions of the Credit Agreement as the
Additional Term Loans.

Affiliates of certain investors in the indirect parent company of
the Company acted as arrangers in connection with this financing
and received customary fees.  With the net cash proceeds of the
Incremental Additional Term Loans, the Company repaid $45,407,250
of existing first-lien term loans issued under the Credit
Agreement at par.

A full-text copy of the First Amendment to Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?43aa

A full-text copy of the Incremental Agreement is available at no
charge at http://ResearchArchives.com/t/s?43a6

As of June 30, 2009, Nuveen had total assets of $6,374,384,000 and
total liabilities of $5,423,871,000.

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $128 billion as of June 30, 2009.

Nuveen Investments carries Moody's B3 senior secured debt rating,
Caa1 corporate family rating, and Caa3 senior unsecured debt
rating.


ORLANDA CUNNINGHAM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Orlanda Cunningham
        4711 4th Avenue
        Los Angeles, CA 90043

Bankruptcy Case No.: 09-36912

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Cameron H. Totten, Esq.
                  4535 Indiana Ave
                  La Canada Flintridge, CA 91011
                  Tel: (818) 952-2475
                  Fax: (818) 230-9817
                  Email: tottenlaw@sbcglobal.net

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/cacb09-36912.pdf

The petition was signed by Orlanda Cunningham.


PACIFIC ETHANOL: Han Until December 16 to File Chapter 11 Plan
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended the exclusive periods of Pacific Ethanol
Holding Co. LLC and its debtor-affiliates to:

   * file a Chapter 11 plan of reorganization until Dec. 16, 2009;
     and

   * solicit acceptances of that plan until Feb. 11, 2010.

The Debtors said they plan to negotiate, formulate, and develop a
confirmable Chapter 11 plan without disruption to its operations
that could result from the filing of rival plans by non-debtor
parties.  The Debtors pointed out that the initial plan filing
deadline prove to be an unrealistic time frame within which a
debtor may otherwise be forced to file a plan.

                   About Pacific Ethanol Holding

Headquartered in Sacramento, California, Pacific Ethanol Holding
Co. LLC -- http://www.pacificethanol.net/-- produces and sells
ethanol.  The Debtors are affiliates of Pacific Ethanol Inc.

The Company and its affiliates filed for Chapter 11 on May 17,
2009 (Bankr. D. Del. Lead Case No. 09-11713).  Lawrence C.
Gottlieb, Esq., and Richard S. Kanowitz, Esq., at Cooley Godward
Kronish LLP represent the Debtors in their restructuring effort.
The Debtors propose to hire Steven M. Yoder, Esq., at Potter
Anderson & Corroon LLP as co-counsel and Epiq Bankruptcy Solutions
LLC as claims and noticing agent.  The Debtors listed $50 million
to $100 million in assets and $100 million to $500 million in
debts.


PACIFIC LIFESTYLE: Can Use Cash Collateral on Songbird Project
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
approved a stipulation among Pacific Lifestyle Homes, Inc., Bank
of America, N.A., and the Unsecured Creditors' Committee allowing
the Debtor to use cash collateral to construct a new model
home at Songbird pursuant to the terms of a budget.

Additionally, the funds used to construct the model home will not
be factored into any analysis of Debtor's actual performance and
will not be used as the basis for asserting that Debtor has a
material negative variance from its projected performance
under the Budgets.  After construction of the model home is
complete, Debtor will provide BofA with budget reconciliation
report showing actual costs and expenditures to the budgeted
amounts.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Brian A. Jennings, Esq., at Perkins Coie
LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg,
Esq., at Perkins Coie LLP, in Portland, Oregon, represent the
Debtor in the Chapter 11 case.  John R. Knapp, Jr., Esq., at
Cairnross & Hempelmann PS, represent the official committee of
unsecured creditors.  When the Debtor filed for protection from
its creditors, it listed between $50 million and $100 million each
in assets and debts.


PAETEC HOLDING: Registers 8-7/8% Notes for Exchange Offer
---------------------------------------------------------
PAETEC Holding Corp. filed with the Securities and Exchange
Commission AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 to register $350,000,000 8-7/8%
Senior Secured Notes due 2017 and Guarantees of 8-7/8% Senior
Secured Notes due 2017.

PAETEC Holding is offering to exchange up to $350,000,000 8-7/8%
Senior Secured Notes due 2017 which have been registered under the
Securities Act of 1933 for any and all outstanding 8-7/8% Senior
Secured Notes due 2017.

The Exchange Offer:

     -- The notes have been registered under the Securities Act of
        1933, as amended, and are being offered in exchange for
        the outstanding, unregistered notes, or "original notes,"
        that the Company issued on June 29, 2009.

     -- The Company will exchange all original notes that are
        validly tendered and not withdrawn prior to the expiration
        of the exchange offer for an equal principal amount of
        exchange notes.

     -- The exchange offer will expire at 5:00 p.m., New York City
        time, on November 2, 2009, unless extended by the Company.

     -- The Company may withdraw tendered outstanding original
        notes at any time prior to the expiration of the exchange
        offer.

     -- The exchange of outstanding original notes for exchange
        notes pursuant to the exchange offer generally will not be
        a taxable event for U.S. federal income tax purposes.

     -- The Company will not receive any proceeds from the
        exchange offer.

The Exchange Notes:

     -- The terms of the exchange notes will be substantially
        identical to the terms of the original notes, except that
        the exchange notes are registered under the Securities
        Act, and the transfer restrictions, registration rights
        and related additional interest terms applicable to the
        original notes will not apply to the exchange notes.

     -- The exchange notes will mature on June 30, 2017.  The
        Company will pay interest on the exchange notes semi-
        annually on June 30 and December 31 of each year,
        commencing on December 31, 2009.

     -- The exchange notes will be guaranteed on a senior secured
        basis by each of the Company's domestic restricted
        subsidiaries in existence on the issue date of the
        original notes and by all of the Company's domestic
        restricted subsidiaries thereafter, other than certain
        excluded subsidiaries.

     -- The exchange notes and the guarantees will be secured on a
        first-priority basis, equally and ratably with the
        Company's senior secured credit facilities and any future
        pari passu secured obligations, subject to permitted
        liens, by substantially all of the Company's assets.

     -- The Company does not intend to list the exchange notes on
        any securities exchange.

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

               http://ResearchArchives.com/t/s?4653

                       About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

As of June 30, 2009, the Company had $1,453,905,000 in total
assets and $1,259,830,000 in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PALM INC: Registers 15.7MM Common Shares Under 2009 Stock Plans
---------------------------------------------------------------
Palm, Inc., filed with the Securities and Exchange Commission a
registration statement on Form S-8 to register these securities:

                                                     Proposed
                                                     Maximum
                                                     Aggregate
   Title of Securities              Amount to be   Offering
   to be Registered                   Registered     Price
   -------------------              ------------      ---------
   Common Stock $0.001 par value       9,932,035   $168,347,993
   per share, to be issued under
   the 2009 Stock Plan

   Common Stock $0.001 par value       5,817,033    $98,598,709
   per share, to be issued under
   the 2009 Employee Stock Purchase
   Plan

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4654

Palm shareholders approved on September 30, 2009, the 2009 Stock
Plan and the 2009 Employee Stock Purchase Plan, which will replace
the Amended and Restated 1999 Stock Plan and the Amended and
Restated 1999 Employee Stock Purchase Plan.

Palm has filed Post-Effective Amendment No. 1 to:

     -- its Registration Statement No. 333-152586 on Form S-8
        filed on July 29, 2008, to deregister 1,479,582 shares
        previously registered that remain available for future
        grant under the 1999 ESPP.  The 1,479,582 ESPP Shares
        deregistered by the Post-Effective Amendment No. 1 were
        registered by the subsequently filed registration
        statement on Form S-8 for the 2009 ESPP.

     -- its Registration Statement No. 333-160828 on Form S-8
        filed July 27, 2009, to deregister 6,984,343
        shares previously registered that remain available for
        future grant under the 1999 Stock Plan, and 1,479,582
        shares previously registered that remain available for
        future grant under the 1999 ESPP.  The 6,984,343 Stock
        Plan Shares deregistered by the Post-Effective Amendment
        No. 1 were registered by the subsequently filed
        registration statement on Form S-8 for the 2009 Stock
        Plan.  The 1,479,582 ESPP Shares deregistered by the Post
        -Effective Amendment No. 1 were registered by the
        subsequently filed registration statement on Form S-8 for
        the 2009 ESPP.

     -- its Registration Statement No. 333-148528 on Form S-8
        filed on January 8, 2008, to deregister 1,479,582 shares
        previously registered that remain available for future
        grant under the 1999 ESPP.  The 1,479,582 ESPP Shares
        deregistered by the Post-Effective Amendment No. 1 were
        registered by a subsequently filed registration statement
        on Form S-8 for the 2009 ESPP.

                          About Palm Inc.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

At August 31, 2009, Palm had $793.951 million in total assets;
against total current liabilities of $703.122 million, long-term
debt of $389.0 million, non-current deferred revenues of
$150.096 million, non-current tax liabilities of $5.9 million,
Series B redeemable convertible preferred stock of
$267.905 million, and Series C redeemable convertible preferred
stock of $16.876 million.  At August 31, 2009, Palm had
$1.602 billion in accumulated deficit and $738.948 million in
stockholders' deficit.


PANOLAM INDUSTRIES: Weil Gotshal, Perella Weinberg on Board
-----------------------------------------------------------
Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A.,
will act as legal advisors to Panolam Holdings Co., Panolam
Holdings II Co., Panolam Industries International, Inc., Panolam
Industries, Inc., Pioneer Plastics Corporation, Nevamar Holding
Corp., Nevamar Holdco, LLC, and Nevamar Company, LLC, when the
Company files for bankruptcy.

Perella Weinberg Partners LP will serve as the Company's financial
advisors.

The firms can be contacted at:

     (1) Weil, Gotshal & Manges LLP
         767 Fifth Avenue
         New York, NY 10153
         Tel: (212) 310-8000
         Attn:  Gary T. Holtzer, Esq.

         -- and --

         Weil, Gotshal & Manges LLP
         200 Crescent Court, Suite 300
         Dallas, TX 75201
         Tel: (214) 746-7700
         Attn:  Stephen A. Youngman, Esq.

     (2) Richards, Layton & Finger, P.A.
         One Rodney Square
         P.O. Box 551
         Wilmington, DE 19899
         Tel: (302) 651-7700
         Attn: Mark D. Collins, Esq.

     (3) Perella Weinberg Partners LP
         767 Fifth Avenue
         New York, NY 10153
         Tel: (212) 287-3200
         Attn:  Adam Verost

Credit Suisse, as agent and on behalf of the Required Consenting
Senior Secured Debt Holders, is represented by:

         Sidley Austin LLP
         555 West Fifth Street
         Los Angeles, California 90013
         Attn: Jennifer Hagle, Esq.
         Fax: (213) 896-6600
         Email: jhagle@sidley.com

Conway Del Genio serves as financial advisors to the Agent.

Apollo Capital Management and Eaton Vance Management, as
Consenting Note Holders, are represented by:

         Akin Gump Strauss Hauer & Feld LLP
         One Bryant Park
         New York, New York 10036
         Attn: Lisa Beckerman, Esq.
         Fax:  212-872-1002
         Email: lbeckerman@akingump.com

The Blackstone Group L.P. acts as financial advisors to the
Consenting Note Holders.

As reported by the Troubled Company Reporter, Panolam Industries
on September 25, entered into a restructuring support agreement
with noteholders holding approximately 66% in aggregate principal
amount of its 10-3/4% Senior Subordinated Notes due 2013, lenders
holding approximately 83% in aggregate principal amount of its
senior debt and Credit Suisse, Cayman Islands Branch, as the
administrative agent for the lenders.

Pursuant to the Restructuring Support Agreement, the Consenting
Holders have agreed to restructure and recapitalize the Company on
the terms set forth in (i) a proposed prepackaged plan of
reorganization, (ii) a related term sheet, and (iii) a new
intercreditor agreement term sheet.

The Company launched a formal solicitation of votes for the Plan
from its creditors on October 2, 2009.  Plan votes are due
November 2.

Pursuant to the Restructuring Support Agreement, the Consenting
Holders agreed to vote in favor of and support the Plan, subject
to the terms and conditions of the Restructuring Support
Agreement.  Upon receiving the requisite formal acceptances, the
Company, its parent corporation and certain of its domestic
subsidiaries will commence a voluntary prepackaged proceeding
under Chapter 11 of the Bankruptcy Code before the U.S. Bankruptcy
Court for the District of Delaware.

The purpose of the Financial Restructuring is to reduce Panolam's
leverage and to enhance its long-term growth and competitive
position.  Specifically, the Financial Restructuring is designed
to reduce the book value of Panolam's outstanding debt obligations
(including its outstanding revolving credit facility borrowings,
Term Loan borrowing and gross amount of Senior Subordinated Notes)
from approximately $344,514,000 as of June 30, 2009, to a book
value currently estimated to be approximately $171.4 million (in
each case excluding debt discount) on a pro forma basis as of the
consummation of the Financial Restructuring.  Panolam will also be
able to improve its liquidity by extending the maturity dates on
its existing term credit facility from 2012 to 2014 and its
existing revolving credit facility from 2010 to 2013.  The
restructuring pursuant to the proposed Plan would eliminate
approximately $16 million in annual cash interest payments to the
holders of Senior Subordinated Notes Claims, and free up
additional cash that can be reinvested in their businesses.

Pursuant to the Plan, (i) holders of the senior debt will receive
a combination of cash and new first lien notes in the reorganized
company, (ii) holders of the senior subordinated notes will have
their notes cancelled in exchange for shares of the new common
stock of the reorganized company and (iii) holders of the existing
capital stock will have their shares cancelled in exchange for
warrants to acquire 2.5% of the new common stock of the
reorganized company under certain circumstances.

Holders of General Unsecured Claims will receive payment in full
in cash.  Holders of Senior Subordinated Notes Claims are
projected to recover 49% of their claims.

A full-text copy of the restructuring support agreement is
available at no charge at http://ResearchArchives.com/t/s?464f

A full-text copy of the prepackaged Plan is available at no charge
at http://ResearchArchives.com/t/s?464f

A full-text copy of the disclosure statement is available at no
charge at http://ResearchArchives.com/t/s?4650

                     About Panolam Industries

Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry.  The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), and Pluswood(R) brand names,
are used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.

The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.


PATRICIA STACY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patricia Hamilton Stacy
           aka Patricia Ann Hamilton
           aka Tricia Hamilton
           dba Hamilton Signature Homes
        121 Catalina Drive
        Tybee Island, GA 31328

Bankruptcy Case No.: 09-42243

Chapter 11 Petition Date: October 2, 2009

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

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

Estimated Assets: $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/gasb09-42243.pdf

The petition was signed by Ms. Stacy.


PEL-TEX OIL COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pel-Tex Oil Company, LLC
        520 Post Oak Blvd., Suite 475
        Houston, TX 77027

Bankruptcy Case No.: 09-51418

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Paul N. Debaillon, Esq.
                  POB 51387
                  Lafayette, LA 70505
                  Tel: (337) 237-0598
                  Email: pauld@debaillonmiley.com

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

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

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

             http://bankrupt.com/misc/lawb09-51418.pdf

The petition was signed by Glenn Burke, president of the Company.


PERSIAN GALLERIES LLC: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Persian Galleries, LLC
        752 Miami Circle NE
        Atlanta, GA 30324

Bankruptcy Case No.: 09-86092

Chapter 11 Petition Date: October 4, 2009

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

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

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

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

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

            http://bankrupt.com/misc/ganb09-86092.pdf

The petition was signed by Mohamad Gavahi, manager of the Company.


PHILADELPHIA NEWSPAPERS: Appeals Court Ruling on Creditors' Bid
---------------------------------------------------------------
Christopher K. Hepp at Philadelphia Inquirer reports that
Philadelphia Newspapers LLC has filed an appeal on the bankruptcy
court's ruling last week that gives its creditors the right to use
the $300 million in debt they are owed as part of their bid to
acquire the Company.  An auction is set for November 18 and bids
are due November 16.

As reported by the TCR on Oct. 12, U.S. Bankruptcy Judge Stephen
Raslavich ruled in a 26-page opinion that Philadelphia Newspapers
LLC must allow secured lenders to use money owed to them as part
of their bid for the Company's assets.

The Company is contemplating an auction wherein a group of local
investors, including Bruce E. Toll, would be lead bidder for its
business.  Mr. Toll, through entity Philly Papers, is offering to
pay over $41,000,000, after payment of approximately $6,000,000 in
administrative and priority claims.

Philadelphia Newspapers is opposing a credit bid by lenders owed
more than $400 million, saying that it would have a "chilling
effect" on competing bidders.  A credit bid would easily top the
offer by Toll.

The Debtors have filed a proposed Chapter 11 plan built around the
sale of the business to Mr. Toll or to the highest bidder.
Philadelphia Newspapers filed a Chapter 11 plan of reorganization
on August 20.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PHINEAS GROUP LLC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Phineas Group, LLC
        5000 Snapfinger Woods Drive, Ste B-301
        Decatur, GA 30035

Bankruptcy Case No.: 09-85858

Chapter 11 Petition Date: October 2, 2009

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

Debtor's Counsel: Kenneth Mitchell, Esq.
                  Giddens, Davidson & Mitchell P.C.
                  Suite 300-B, 5000 Snapfinger Woods Drive
                  Decatur, GA 30034
                  Tel: (770) 987-7007

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

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

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

            http://bankrupt.com/misc/ganb09-85858.pdf

The petition was signed by Leo Edward Gray, managing member of the
Company.


PIERCE COUNTY: Chapter 9 Debtor Was Insolvent on Petition Date
--------------------------------------------------------------
WestLaw reports that a county housing authority satisfied its
burden of showing that, when its Chapter 9 petition was filed, it
lacked the ability to pay future debts as they became due, such
that the housing authority satisfied the "insolvency" requirement
on eligibility for Chapter 9 relief.  While the housing authority
had substantial assets and cash reserves, its ability to access
these assets and reserves was subject to pre-existing limitations
or restrictions, which did not permit the use of such assets and
reserves to satisfy the substantial mold-related injury claims
pending against it.  Nor did the housing authority, as a non-
profit entity created under state law to provide affordable
housing for low-income families, have the ability to increase
rents to meet its liability on these mold-related injury claims.
In re Pierce County Housing Authority, --- B.R. ----, 2009 WL
2591675 (Bankr. W.D. Wash.).

The Honorable Paul B. Snyder made this ruling in the context of an
evidentiary hearing held on July 15 and 16, 2009, to determine the
eligibility of Pierce County Housing Authority to file a petition
under Chapter 9 of the Bankruptcy Code and for confirmation of a
proposed plan for adjustment of debts.  Objections to both the
Debtor's eligibility and Plan were filed by the so-called Eagles
Watch Creditors.  Objections to the Debtor's Plan were also filed
by U.S. Bank National Association, in its capacity as indenture
trustee, and the Unsecured Creditors Committee.  The Committee and
the Debtor were able to reach an agreement regarding the
Committee's objections, and the Debtor's First Amended Plan for
Adjustment of Debts was filed on July 16, 2009.  At the
evidentiary hearing, U.S. Bank also indicated that its objections
had been resolved.  At the conclusion of the hearing, the Court
took the matter under advisement and requested further briefing
from the Eagles Watch Creditors and the Debtor.

Based in Tacoma, Washington, Pierce County Housing Authority --
http://www.pchawa.org/-- offers affordable housing options to
Pierce County residents.  The Debtor filed a Chapter 9 petition
(Bankr. W.D. Wash. Case No. 08-45227) on Oct. 13, 2008.  James L.
Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfield, represent the Debtor as counsel.  When the Debtor filed
for protection from its creditors, it listed total assets and
debts of between $10 million and $50 million each.


PILGRIM'S PRIDE: Gets Early Antitrust Clearance for Sale to JBS
---------------------------------------------------------------
Pilgrim's Pride Corporation on October 14 said it has received
early antitrust clearance from the Federal Trade Commission and
Department of Justice for the company's previously announced stock
purchase agreement with JBS USA Holdings, Inc. (JBS U.S.A.), a
subsidiary of JBS S.A.

Last month, Pilgrim's Pride and six of its subsidiaries filed a
joint plan of reorganization and related disclosure statement with
the U.S. Bankruptcy Court for the Northern District of Texas.
Under the terms of the joint plan of reorganization, Pilgrim's
Pride has entered into an agreement to sell 64% of the new common
stock of the reorganized Pilgrim's Pride to JBS U.S.A. for $800
million in cash.

Pilgrim's Pride said that it anticipates the plan to be confirmed
by the Bankruptcy Court in time for the Debtors to emerge from
bankruptcy before the end of December.

                     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: Fee Committee Recommends Release of Holdbacks
--------------------------------------------------------------
Due to the timing of the appointment of the Fee Review Committee
and the concomitant backlog of the review of bills, Pilgrim's
Pride Corp. and its affiliates had not yet paid their
professionals the 20% holdbacks as far back as December 2008,
while they awaited the final review of these bills, Professor
Nancy B. Rapoport, FRC chair, said in a report she submitted with
the Court on July 22, 2009.

In this regard, the FRC had proposed in its First Report that the
Debtors be allowed to release and pay the 20% holdbacks for all
bills for Covered Professionals from December 2008 through May
2009, with the proviso that the standard for raising further
objections to those bills be a low standard, rather than the
heightened standard discussed in the Order, given the FRC's need
to continue the review of those bills.

By an Order dated August 10, 2009, Judge Lynn granted the relief
requested by the Fee Review Committee in its First Report with
respect to Fee Holdbacks.

Further, Judge Lynn directed the Debtors to promptly release and
pay any Fee Holdbacks not yet paid to covered professionals for
the period December 2008 to May 2009, provided that the release of
the Fee Holdbacks will not affect in any manner the Fee Review
Committee's right to review and object to any Covered
Professional's fee statements for the covered period.

In a report dated September 14, 2009, Ms. Rapoport disclosed that
she is an expert witness in the case filed by Asset Funding Group,
L.L.C., Scobar Adventures, L.L.C., AFG Investment Fund 2, L.L.C.,
and HW Burbank L.L.C., against Adams and Reese, L.L.P.

Hon. Steven Felsenthal, who serves as a mediator in Pilgrim's
Pride Corporation's bankruptcy case, is one of the expert
witnesses on the other side of the AFG Case.  As part of its
duties, the FRC reviews the fees of Judge Felsenthal and of Judge
Felsenthal's law firm, Stutzman, Bromberg, Esserman & Plifka.

Ms. Rapoport proposed that, while the AFG Case is ongoing, the
University of Nevada Las Vegas Team could continue to prepare the
reports, turn them over to the Office of the U.S. Trustee, and
have either Ms. Lisa Lambert or Ms. Schmidt raise any fee and
expense issues with Judge Felsenthal and the Stutzman Firm.

By an e-mail dated September 11, 2009, Ms. Rapoport alerted the
Stutzman Firm to the complication caused by the expert witness
activity in the AFG Case, which the Stutzman firm acknowledged
with the assurance that Professor's e-mail had already been
forwarded to Judge Felsenthal.

In view of this exchange of e-mails, the FRC thus proposes that it
continue to review Judge Felsenthal's and the Stutzman Firm's fees
and expenses as per the Amended Compensation Procedures Order
unless any objections to continuing that review are filed.

Ms. Rapoport submits that another solution to this issue would be
preferable to the FRC's proposed solutions as the Court may
determine.

                     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: Objects to Southeastern's $20.39 Mil. Claim
------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates object to, and ask the
U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to disallow, Claim No. 5192 filed by Southeastern
Export Corporation asserting $20,397,401 against the Debtors for
fraud and breach of contract.

The Claim originated from Southeastern's prepetition application
for credit with Debtors Pilgrim's Pride Corporation and PFS
Distribution Company by which the Debtors would supply poultry
product to Southeastern on credit.  Upon approval of the credit
application, Southeastern executed a guaranty by which
Southeastern contractually guaranteed the payment of all amounts
or obligations that became due and owing, in any form, to the PPC.

The sum of the invoices that evidenced the PPC's delivery of
poultry products to Southeastern was $6,309,066, however,
Southeastern failed to pay these invoices as they came due.  In
2006, Southeastern and PPC entered into a letter agreement under
which Southeastern agreed, among others, to provide a $3,000,000
irrevocable letter of credit to PPC and agreed to pay PPC directly
the amount of $1,376,419 in the form of (1) two cash payments of
$300,000 and $63,809 and (2) $1,076,419 through a contractually
agreed increase of the price of all future chicken purchases made
by Southeastern from the Debtors.

Southeastern did provide the $3,000,000 irrevocable letter of
credit, which has been drawn on by PPC, and did make the two cash
payments of $300,000 and $63,809.  However, despite its agreement
to periodically purchase chicken at increased prices from the
Debtors, Southeastern has made relatively few purchases since the
Letter Agreement.

Southeastern did not meet its purchase or payment obligations
prior to March 24, 2009, 36 months from the execution of the
Letter Agreement.  Because Southeastern did not meet those
conditions, there is now due and owing to the Debtors pursuant to
the Letter Agreement the remaining sum under the original
invoices, $2,902,376 plus interest and attorneys fees.

In May 2008 and prior to the expiration of the term provided in
the Letter Agreement, the Debtors sued Southeastern and Zurab
Lezhava, its principal owner and officer, in the District Court of
Camp County, Texas, for breach of contract, anticipatory
repudiation, breach of guaranty, and sworn account.

The Debtors assert that the Claim is baseless and that it is
evident that Southeastern has filed a claim with no support in law
or in fact.  The Debtors also deny that they destroyed
Southeastern's business as is repeatedly alleged throughout
Southeastern's Counterclaim in the State Court Action.

The Debtors further deny that they offered chicken products to
Southeastern in a commercially "unreasonable" manner or at other
than market prices.  All prices offered by PPC to Southeastern
were at market prices, and then marked up by the agreed upon 1/2
cent per pound so that Southeastern could pay off its prior
obligations to PPC that were long overdue, the Debtors tell the
Bankruptcy Court.

Additionally, PPC denies that it terminated the credit line
without forewarning after the Letter Agreement as alleged by
Southeastern, because the credit line was previously terminated
when the invoices in dispute were not paid.

The Court will convene a hearing to consider the claim objection
on October 20, 2009 at 10:30 a.m. Central time.  Responses will be
due by October 13.

                     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: Plan Exclusivity Extended Until Dec. 31
--------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, granted the
Debtors' motion and extended the period by which they have
exclusive right to file a Chapter 11 plan through and including
December 31, 2009.  Relatively, Judge Lynn also extended the
Debtors' exclusive solicitation period to March 1, 2010.

Pilgrim's Pride Corporation and its debtor affiliates delivered
to the U.S. Bankruptcy Court for the Northern District of Texas,
Fort Worth Division, on September 17, 2009, their Joint Plan of
Reorganization and Disclosure Statement explaining the Plan.

According to Richard A. Cogdill, chief financial officer of
Pilgrim's Pride, the Plan contemplates for the Debtors' emergence
from bankruptcy with at least $1,650,000,000 in available
financing and that JBS USA Holdings, Inc., the Plan Sponsor, will
purchase a majority common stock of the Reorganized PPC to fund
distributions under the Plan.  All holders of claims will be paid
in full, unless otherwise agreed by the holder.  Holders of
equity interests will receive certain amount of common stock of
the Reorganized PPC.

                     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: Seeks to Assume GECC Leases & Schedules
--------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Pilgrim's Pride
Corp. and its affiliates seek permission from the Court to amend
various equipment lease agreements and accompanying schedules they
entered into with General Electric Capital Corporation, and assume
those Leases and Schedules, as amended.

According to David W. Parham, Esq., at Baker & McKenzie LLP, in
Dallas, Texas, the GECC Leases and Schedules are vital to the
Debtors' business.  The equipment consists of, in part, food
processing and material handling equipment and various tractors
and trailers.  The GECC Leases and Schedules are the product of a
longstanding relationship between Pilgrim's Pride Corporation and
a suitable alternative is not available, Mr. Parham notes.  PPC
has more than $1.14 million missed payments due to GECC under the
Leases and Schedules.

According to Mr. Parham, the Debtors and GECC have entered into a
proposal letter, to amend the GECC Leases and Schedules and for
PPC to assume the GECC Leases and Schedules, as amended, which
proposal letter provides in part:

* The GECC Leases and Schedules will be assumed, as amended;

* The unpaid Prepetition Payments and unpaid Initial 60 Days
   Missed Payments under a respective lease and schedule shall
   be paid by extending the existing term of the applicable
   lease and schedule by approximately two to three months and
   allowing the unpaid payments to be made during that extended
   term;

* GECC will maintain its current return on each GECC Leases and
   Schedules resulting in a slight increase to monthly rental
   payments;

* Unpaid property tax reimbursements, $93,760.6 0, will be
   reimbursed to GECC upon the latter of (i) Court approval; and
   (ii) execution of a final agreement by the Parties;

* The GECC Leases and Schedules will contain cross-default and
   cross collateral provisions with each other;

* The GECC Leases and Schedules will contain cross-default with
   the leases and schedules between GELCO (GE Fleet) and other
   PPC related entities and cross collateralization to the
   extent, if ever, there are secured financings now or in the
   future between GELCO and other PPC related entities;

* The agreement is subject to the execution by GECC and PPC of
   a mutually acceptable agreement(s); and

* The Debtors will release GECC from all claims and causes of
   action related to the GECC Leases and Schedules and lease
   transactions, and all claims and causes of action arising
   under the Bankruptcy Code.

Considering these provisions, the Debtors and GECC have agreed
that of the outstanding cure amount, $93,760 for property tax,
will be paid upon the latter of (i) Court approval; or (ii)
execution of a final agreement by the Parties.  The remaining
$1,143,772 will be deferred to the end of the lease term by
extending the terms accordingly.

Due to the Amendments and specifically the placement of amounts
owed prepetition and postpetition to the end of the GECC Leases
and Schedules, the Debtors are prepared to give adequate assurance
that payments on the GECC Leases and Schedules will be timely.
The Debtors and GECC have engaged in fair, arms-length
negotiations which have resulted in these extensions that the
Debtors will be able to pay and which GECC is willing to accept,
Mr. Parham assures the Court.

In a separate filing, the Debtors also ask the Court to convene an
expedited hearing to consider approval of this motion on or before
October 20, 2009.

                     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)


PLATRONICS INC: Enters Definitive Agreement to Sell Altec Lansing
-----------------------------------------------------------------
Plantronics, Inc., has entered into a definitive agreement to sell
Altec Lansing, the Audio Entertainment Group of Plantronics, to
Prophet Equity LP, a Southlake, Texas-based private equity firm,
for consideration of approximately $18 million in cash, net of
liabilities assumed, and subject to certain adjustments.  The
transaction, which was approved by Plantronics' Board of Directors
on October 1, 2009, is expected to close by the end of October.

In concert with the sale of Altec Lansing assets, Plantronics also
announced a streamlined functional corporate structure, replacing
the matrix it had operated with, to best target the Unified
Communications opportunity.

"Unified Communications represents the greatest revenue and profit
opportunity in the company's history.  The reorganization and
asset sale represent further steps to focus on our core market,
improve the company's return on invested capital and enhance time
to market and profitability through a simpler organizational
structure," stated Ken Kannappan, President & CEO.

Under the terms of the agreement, Plantronics will retain certain
Altec Lansing assets and liabilities as of the closing date,
including accounts receivable, accounts payable and certain other
liabilities.  As a result, the company expects these net assets to
result in additional operating cash flow once the retained working
capital assets are monetized in fiscal 2010.  Plantronics will
also retain assets and/or use of certain assets with strategic
value to Plantronics, including the right to use the Altec Lansing
brand for specific music applications for three years.  As a
result of the sale of Altec Lansing, we expect all future and
historical AEG segment results to be reported as discontinued
operations in Plantronics financial statements beginning in the
third quarter of fiscal 2009.

In the quarter ended September 26, 2009, Plantronics has
determined that it will be required to record an impairment charge
related to its AEG long-lived assets which includes the remaining
intangible assets from the Altec Lansing acquisition in 2005 along
with potential other long-lived assets within the AEG segment.
The impairment analysis is being performed and we currently
estimate the non-cash impairment charge, net of the tax benefit,
to be in the range of $13 to $16 million.

"Capital freed up by the sale of Altec Lansing will be redeployed
to its highest and best use.  Our philosophy is to use excess cash
to drive stockholder value and the primary vehicle we have used to
accomplish this is through stock repurchase programs.  Throughout
our history, we have bought back over $425 million of stock and
are currently executing on our 19th stock repurchase program.  We
intend to continue to buy back stock on a regular basis with cash
beyond domestic requirements," stated Barbara Scherer, Senior Vice
President of Finance and Administration & CFO.

"Altec Lansing contributed to our success in the consumer market,
where we are today a Bluetooth headset market leader and we will
work hard to ensure a smooth transition for Altec Lansing's
partners and customers.  We are confident that Prophet Equity LP
will continue to manage the business effectively," Kannappan
concluded.

"Prophet Equity is delighted to be partnering with Altec Lansing
at this time in its history, as we believe it is an influential
and dynamic company with a bright future in many portable digital
audio platforms," commented Ross Gatlin, CEO at Prophet Equity.
"This transaction leverages our operational and strategic toolkit
as well as underscores our internal capabilities to execute
complex carve outs." Mr. Gatlin added.

George Stelling, COO at Prophet Equity, commented further that
"Our team sees Altec Lansing's compelling audio technologies, its
global customer and supply base, and its top notch management team
as strengths that are unrivaled in the audio market today.  We
look forward to helping grow the company, to partnering with
Plantronics in the future on new platforms, and to serving Altec's
enthusiastic and loyal customers for many years to come."

Houlihan Lokey is serving as financial advisor, and Wilson Sonsini
Goodrich & Rosati is serving as legal advisor to Plantronics in
connection with the transaction.


PSS WORLD: S&P Puts 'BB' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Jacksonville, Florida-based PSS World Medical Inc., including
the 'BB' corporate credit rating, on CreditWatch with positive
implications.

"The CreditWatch listing reflects S&P's belief that the ratings on
PSS could be raised shortly after the company's fiscal-second-
quarter earnings conference call, scheduled for Oct. 29, 2009,"
said Standard & Poor's credit analyst Jesse Juliano.  S&P
previously said S&P could raise its ratings on PSS if the company
is able to offset the potential impact of the rising uninsured
population through operating efficiencies, new customers, and
expanded relationships with existing customers, while maintaining
its improved financial position.  Thus far in 2009, PSS has
performed well from both a business and financial risk perspective
despite the weak U.S. economy.  The ratings could be raised and
removed from CreditWatch if the company's fiscal-second-quarter
2009 performance increases S&P's confidence that PSS can sustain
its operating improvement, while maintaining its financial risk
profile.


QUALITY DISTRIBUTION: Gets Huge Support for Exchange Offers
-----------------------------------------------------------
Quality Distribution, Inc., on October 14 disclosed final results
of (i) the previously announced private exchange offers of its
wholly owned subsidiaries, Quality Distribution, LLC, and QD
Capital Corporation to exchange the Issuers' new 10% Senior Notes
due 2013 and, in certain cases, certain cash consideration for any
and all of the Issuers' properly tendered and accepted Senior
Floating Rate Notes due 2012, Series A and Senior Floating Rate
Notes due 2012, Series B, (ii) the previously announced private
exchange offer to exchange, at the holder's option, either (A) the
Issuers' new 11.75% Senior Subordinated PIK Notes due 2013 and
warrants to purchase shares of common stock of QDI, or (B) cash
consideration up to a combined aggregate maximum of $7.5 million
for the Retail Tender Offer and such Subordinated Notes Exchange
Offer (and, if the Cash Pool is exhausted and the cash
consideration is prorated, an amount of New Subordinated Notes and
Warrants) for any and all of the Issuers' properly tendered and
accepted 9% Senior Subordinated Notes due 2010, and (iii) the
Issuers' previously announced tender offer to purchase, with up to
$7.5 million of cash, properly tendered and accepted outstanding
Old Subordinated Notes.

The Offers expired at midnight, New York City time, on October 13,
2009 and as of such time (i) approximately $84.5 million principal
amount of Old Series A Notes, or 99.4%, had been validly tendered
and not withdrawn, (ii) approximately $50.0 million principal
amount of Old Series B Notes, or 100%, had been validly tendered
and not withdrawn, (iii) approximately $83.6 million principal
amount of Old Subordinated Notes, or 83.8%, had been validly
tendered in the Subordinated Notes Exchange Offer and not
withdrawn, of which approximately $2.9 million principal amount of
such Old Subordinated Notes were held by holders that elected the
Cash Option, and (iv) approximately $0.1 million principal amount
of Old Subordinated Notes had been validly tendered and not
withdrawn in connection with the Retail Tender Offer.  Based on
the principal amount of Old Notes validly tendered in each Offer,
(i) approximately $134.5 million aggregate principal amount of New
Senior Notes will be issued in exchange for Old Senior Notes
validly tendered in the Senior Notes Exchange Offers, (ii)
approximately $80.7 million aggregate principal amount of New
Subordinated Notes and approximately 1.75 million Warrants will be
issued in exchange for Old Subordinated Notes validly tendered in
the Subordinated Notes Exchange Offer, and (iii) approximately
$1.9 million in cash will be paid to holders that validly tendered
Old Subordinated Notes in the Retail Tender Offer or validly
tendered Old Subordinated Notes in the Subordinated Notes Exchange
Offer and elected the Cash Option, including, in each case, cash
paid on account of accrued and unpaid interest on such Old
Subordinated Notes.

In the case of each Offer, it is anticipated that the settlement
date will be October 15, 2009, or, with respect to the payment of
consideration consisting of Warrants, such later date as a holder
returns a properly completed Beneficial Ownership Information Form
to the information agent.

As of the Expiration Date, requisite consents pursuant to the
consent solicitation by the Issuers for and relating to the Old
Subordinated Notes have been received. As a result of the receipt
of such requisite Consents, the Issuers intend, promptly, to enter
into a supplemental indenture with the trustee under the
indentures for the Old Subordinated Notes that gives effect to the
proposed amendments described in the confidential offering
memorandum and consent solicitation statement related to the
Exchange Offers, dated August 28, 2009.  The Proposed Amendments
will eliminate or waive substantially all of the restrictive
covenants contained in the indenture and the Old Subordinated
Notes themselves, eliminate certain events of default, modify
covenants regarding mergers and consolidations, and modify or
eliminate certain other provisions contained in the indentures and
the Old Subordinated Notes, and will become operative when the
Issuers accept for exchange the Old Subordinated Notes validly
tendered pursuant to the terms of the Offering Memorandum.

Noteholders who have questions regarding the Offers should contact
Global Bondholder Services Corporation, the information agent and
exchange agent for the offers, at (866) 736-2200 (Toll-Free) or
(212) 925-1630 (Collect).

                    About Quality Distribution

Headquartered in Tampa, Florida, Quality Distribution, Inc.
through its subsidiaries, Quality Carriers, Inc. and Boasso
America Corporation, and through its affiliates and owner-
operators, provides bulk transportation and related services.
Quality Distribution also provides tank cleaning services to the
bulk transportation industry through its QualaWash(R) facilities.
Quality Distribution is a core carrier for many of the Fortune 500
companies that are engaged in chemical production and processing.

                           *     *     *

As reported in the Troubled Company Reporter, Standard & Poor's
Ratings Services said that lowered its corporate credit rating on
Quality Distribution Inc. to 'CC' from 'B-'.  At the same time,
S&P lowered the ratings on subsidiary Quality Distribution LLC's
senior unsecured and subordinated debt issues to 'C' from 'CCC+'.
The recovery ratings on the senior unsecured and subordinated debt
remain at '5' and '6', respectively.  S&P placed all the issue-
level ratings on CreditWatch with negative implications.


QUESTEX MEDIA: Names Kirkland & Ellis as Attorney
-------------------------------------------------
Questex Media Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Kirkland & Ellis LLP as their attorney.

The firm has agreed to, among other things:

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

   b) attend meetings and negotiate with representatives of the
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecute actions on the
      Debtors' behalf, defend any action commenced against the
      Debtors, and represent the Debtors' interests in
      negotiations concerning all litigation in which the Debtors
      are involved, including objections to claims filed against
      the Debtors' estates;

   d) prepare all pleadings, including motions, applications,
      answers, orders, reports, and papers necessary or otherwise
      beneficial to the administration of the Debtors' estates;
      and

   e) represent the Debtors in connection with obtaining
      postpetition financing;

The firm's standard hourly rates are:

      Partners           $560-$965
      Associates         $320-$535
      Paraprofessionals  $125-$270

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

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Company says it has
assets of $299 million against debts of $321 million.


QUESTEX MEDIA: Section 341(a) Meeting Set for November 4
--------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, will convene a
meeting of creditors of Questex Media Group Inc. and its debtor-
affiliates on Nov. 4, 2009, at 1:00 p.m., at J. Caleb Boggs
Federal Building, 5th Floor, Room 5209 in Wilmington, Delaware.

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

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

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Company says it has
assets of $299 million against debts of $321 million.


QUESTEX MEDIA: Wants to Hire Young Conaway as Co-Counsel
--------------------------------------------------------
Questex Media Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor LLP as their co-counsel

The firm has agreed to, among other things:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors in possession in the continued operation
      of their business and management of their properties;

   b) pursue confirmation of a plan of reorganization and
      approval of the corresponding solicitation procedures and
      disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and otherwise protecting the interests of
      the Debtors before the Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The firm's standard hourly rates are:

      Michael R. Nestor, Esq.         $560
      Donald J. Bowman, Jr., Esq.     $325
      Robert F. Poppiti, Jr., Esq.    $260
      Michael A. Cianci, Esq.         $240
      Melissa Bertsch                 $155

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

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Company says it has
assets of $299 million against debts of $321 million.


R-C BUSINESS TRUST: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: R-C Business Trust dtd September 29 2009
        39572 Avenida Bonita
        Murrieta, CA 92562

Bankruptcy Case No.: 09-33432

Chapter 11 Petition Date: October 2, 2009

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

Judge: Peter Carroll

Debtor's Counsel: Vance F. VanKolken, Esq.
                  57310 Valley Vista
                  PO Box 390696
                  Anza, CA 92539
                  Tel: (951) 753-2114
                  Fax: (951) 763-4017

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

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

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

             http://bankrupt.com/misc/cacb09-33432.pdf

The petition was signed by Barry Blythe, trustee of the Company.


R.H. DONNELLEY: Plan Exclusivity Extended to January 22
-------------------------------------------------------
R.H. Donnelley Corp. won a January 22 extension of its exclusive
period to file a Chapter 11 plan, Bill Rochelle at Bloomberg News
reported.

The Debtors said an extension was warranted given their progress
with respect to their pre-arranged Chapter 11 plan.  Giving up
exclusivity -- and allowing other parties to file their own plan -
- will only distract negotiations with key constituents.  The plan
would reduce debt by $6.4 billion.

The Company also has a hearing on Oct. 21 for approval of a
disclosure statement to a revised Chapter 11 plan.

Under the Plan, general unsecured creditors, with claims estimated
to aggregate $19.5 million, are to be paid in full assuming the
other creditor classes accept the Plan.  Holders of $6.33 billion
on 11 issues of unsecured notes will receive all the new stock and
$300 million in unsecured notes.  Noteholders' recoveries will
range between 6% to 88%, depending on which of the affiliated
companies issued the debt.  Pre-bankruptcy secured debt will be
paid down by $655 million while the existing revolving credits
will be converted into term loans.

A blacklined version of the First Amended Plan is available for
free at http://bankrupt.com/misc/RHDAmPlanBlk.pdf

A blacklined version of the First Amended Disclosure Statement is
available for free at http://bankrupt.com/misc/RHDAmDSBlk.pdf

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

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

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

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


RADIENT PHARMACEUTICALS: Registers 3.6MM Shares for Resale
----------------------------------------------------------
Radient Pharmaceuticals Corporation -- formerly, AMDL, Inc --
filed with the Securities and Exchange Commission a prospectus
relating to shares of its common stock that may be offered for
sale for the account of selling stockholders.  Radient
Pharmaceuticals said the selling stockholders may offer and sell
from time to time up to 3,600,216 shares of the Company's common
stock, which will be issued to the selling stockholders only if
and when they exercise warrants held by them.

The selling stockholders may sell all or any portion of their
shares of common stock in one or more transactions on the NYSE
Amex, in private, negotiated transactions or a combination of such
methods.  Each selling stockholder will determine the prices at
which it sells its shares.  Although Radient Pharmaceuticals will
incur expenses in connection with the registration of the common
stock, it will not receive any of the proceeds from the sale of
the shares of common stock by the selling stockholders.  However,
Radient Pharmaceuticals will receive gross proceeds of up to
roughly $3,500,000 from the exercise of outstanding warrants by
the selling stockholders, if and when they are exercised.

On October 9, 2009, there were 17,439,319 shares of common stock
outstanding.  Radient Pharmaceuticals' common stock is listed on
the NYSE Amex and traded under the symbol "RPC."  On October 9,
2009, the closing price of the common stock on the NYSE Amex was
$0.58 per share.

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

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

                   Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

                   About Radient Pharmaceuticals

Headquartered in Tustin, CA with operations in China, Radient
Pharmaceuticals, fka AMDL Inc., along with its subsidiary, JPI, is
a pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs over 510 people in the U.S. and China.

The Company had assets of $35,240,702 against debts of $7,727,742
as of June 30, 2009.


RADIENT PHARMACEUTICALS: To Deconsolidate JPI Venture in China
--------------------------------------------------------------
Radient Pharmaceuticals Corporation reports that during the second
quarter of 2009, its management became aware of internal
management disputes in China that resulted in a deterioration of
both operational and financial controls by JPI's management over
the operating entity JJB.

"We are in the process of reclassifying our China pharmaceutical
manufacturing and distribution business operations JJB, which is
conducted through JPI) as a business investment, rather than a
consolidated operating subsidiary of our Company, based on the
nature of the current relationship," Radient Pharmaceuticals said.

"On September 29, 2009, upon the Board's approval, we entered into
a binding agreement among and with Mr. Henry Jia, Mr. Frank Zheng,
Mr. Yuan Da Xia -- China Shareholders -- which detailed the rights
and duties of the parties and outlined the Company's limited role
in JPI's future operations and JPI's plan to raise money and
become a public company on a Chinese Exchange. Pursuant to the
Agreement, we are obligated to complete various agreements with
the China Shareholders relating to the plan for the
deconsolidation, including agreements that will reduce our
interest in JPI/JJB to a minority ownership interest."

The Agreement contemplates:

     -- Debt Conversion Agreement with the China Shareholders to
        convert certain accrued salaries and expenses currently
        owed to the China Shareholders into shares of JPI at a
        pre-conversion valuation of US$28 million for JPI;

     -- Share Exchange Agreement for the exchange of certain
        shares of the Company's stock currently held by the China
        Shareholders or their affiliates for stock of JPI at a
        pre-conversion valuation of US$28 million for JPI, subject
        to an independent valuation;

     -- Debt Conversion Agreement between the Company and JPI to
        restructure certain debts of JPI/JJB that are owed to the
        Company; and

     -- JPI will agree to use its best efforts to complete an IPO
        on the Shenzhen Stock Exchange, Hong Kong Stock Exchange,
        Shanghai Stock Exchange or a similar exchange by September
        30, 2012.

The parties will use their best efforts to complete the plan of
Deconsolidation in accordance with this timeline:

     October 2009         Entry into Definitive Agreements between
                          JPI, ADL and the China Shareholders.

     October 2009         Completion and approval of Equity
                          Incentive Plan for JPI.

     October 2009         Complete independent valuation of JPI.

     November -           Commence and close private placement of
     December 2009        JPI stock.

     Prior to             Complete IPO of JPI stock on Shenzhen,
     September 30, 2012   Hong Kong, Shanghai or similar stock
                          exchange.

Despite the loss of control and deconsolidation of JPI, the
Company still believes JPI has a promising future.  Yet, the
deconsolidation process of JPI and JJB is anticipated to
materially and adversely affect the Company's 2009 earnings and
sales.  The Company may record a loss excluding one-time charges
from the deconsolidation of JPI and JJB of a yet to be determined
amount.  In addition, there can be no assurance that the Company
will ever realize any significant value from its interest in JPI
and JJB.

A full-text copy of the Deconsolidation Agreement is available at
no charge at http://ResearchArchives.com/t/s?4652

                   Going Concern Qualification

On April 15, 2009, AMDL filed with the SEC an Annual Report on
Form 10-K in which included an audit opinion with a "going
concern" explanatory paragraph which expresses doubt, based upon
current financial resources, as to whether AMDL can meet its
continuing obligations without access to additional working
capital.  The Company intends to raise additional capital and
pursue expense reductions to ensure its ongoing financial
viability.  This disclosure is in compliance with the NYSE
Alternext US Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going concern qualification and does not reflect any change or
amendment to the consolidated financial statements as filed.
Further information regarding the going concern qualification is
contained in AMDL's Annual Report on Form 10-K for the year ended
December 31, 2008.

                   About Radient Pharmaceuticals

Headquartered in Tustin, CA with operations in China, Radient
Pharmaceuticals, fka AMDL Inc., along with its subsidiary, JPI, is
a pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs over 510 people in the U.S. and China.

The Company had assets of $35,240,702 against debts of $7,727,742
as of June 30, 2009.


RAILAMERICA INC: Completed IPO Won't Affect S&P's 'B+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating on RailAmerica Inc. (B+/Stable/--) is currently unaffected
by the company's recently completed IPO.  On Oct. 12, 2009,
RailAmerica priced 22 million shares at $15 per share.

Majority owner Fortress Investment Group LLC sold about half of
the shares in the offering; RailAmerica expects remaining net
proceeds of about $160 million.  The company intends to use the
proceeds to fund working capital, other general corporate
purposes, debt repayment, potential strategic investments, and
acquisitions.  In the near term, RailAmerica does not expect to
pay any dividends.  RailAmerica intends to use a portion of the
net proceeds from the IPO to redeem up to $74 million in senior
secured notes due July 1, 2017.  The company used the senior
secured notes to repay the outstanding bridge loan facilities and
accrued interest in conjunction with its refinancing, which it
completed on June 23, 2009.  The senior secured notes are
scheduled to mature on July 1, 2017 and bear an interest rate of
9.25%.

"Standard & Poor's views the IPO as a modest positive, given
RailAmerica's greater access to the capital markets and the
company's planned use of proceeds to reduce debt," said Standard &
Poor's credit analyst Anita Ogbara.  "Still, given the company's
growth strategy, S&P expects RailAmerica to be opportunistic about
acquisitions, which may limit the potential for further debt
reduction," she continued.


RAPTOR PHARMACEUTICAL: Register 5,557,865 Shares for Resale
-----------------------------------------------------------
Raptor Pharmaceutical Corp. filed with the Securities and Exchange
Commission a prospectus to register an aggregate of 5,557,865
shares of its common stock, par value $0.001, including shares
issuable upon the exercise of warrants to purchase the common
stock.  The prospectus relates to the resale of the shares by the
selling stockholders.

The selling stockholders or their permitted transferees or other
successors in interest may, but are not required to, sell their
holdings of our common stock in a number of different ways and at
varying prices as determined by the prevailing market price for
the shares or in negotiated transactions.

"We will not receive any of the proceeds from sales of common
stock made by the selling stockholders pursuant to this
prospectus.  We have agreed to pay certain expenses related to the
registration of the shares of common stock pursuant to the
registration statement of which this prospectus forms a part," the
Company said.

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

               http://ResearchArchives.com/t/s?46e7

On July 27, 2009, Raptor and TorreyPines Therapeutics, Inc.,
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 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.


RATHGIBSON INC: Plan Confirmation Hearing Tomorrow
--------------------------------------------------
RathGibson Inc. will appear before the Bankruptcy Court today,
October 16, at a hearing to consider confirmation of its Chapter
11 plan.

According to Bill Rochelle at Bloomberg News, the U.S. Trustee,
the arm of the Justice Department charged with overseeing
bankruptcy, has objected to the Plan.  The U.S. Trustee contends
the Plan on one hand says creditors may opt out of releases given
to third parties while another plan provision says the Plan binds
all creditors to release third parties.  The U.S. Trustee wants
the provisions clarified so creditors can opt out of releases.

RathGibson negotiated the terms of its reorganization plan with
lenders prepetition.  Prior to filing, RathGibson and subsidiary
Greenville Tube Company entered into a Plan Support Agreement,
dated as of July 13, 2009, with holders of in excess of 73% of its
11.25% Senior Notes due 2014.

                         Terms of the Plan

Pursuant to the Plan, RathGibson's existing indebtedness in
respect of Senior Notes Claims in Class 4 -- estimated at
$209.2 million -- and Senior Note Guaranty Claims in Class 8 will
be cancelled and exchanged for New Common Stock in Reorganized
RathGibson, subject to dilution.  The Plan provides a 7% recovery
for Senior Notes Claims and Senior Note Guaranty Claims.

The New Common Stock will not be registered with the SEC or any
state securities regulatory authority and will not trade on any
exchange, or otherwise be publicly traded.  Reorganized RathGibson
will retain its Interests in Greenville.

Holders of Allowed Prepetition Secured Credit Agreement Claims,
estimated at $53.35 million, will be paid in full in cash.
Holders of Allowed General Unsecured Claim against RathGibson --
estimated at $13.1 million -- and Allowed General Unsecured Claim
against Greenville -- estimated at $2.0 million -- will receive
payment in full in Cash.

Holders of Existing Rath Securities Laws Claims in Class 6,
Existing Rath Interests in Class 7 and Existing Greenville
Securities Laws Claims in Class 10 get nothing.

The Debtors anticipate that the Plan Effective Date will occur
prior to November 10, 2009.

The Debtors intend to raise funds to satisfy certain payment
obligations under the Plan and the liquidity needs of the
Reorganized Debtors through the issuance, by Reorganized
RathGibson, of rights to acquire shares of New Common Stock
pursuant to the Rights Offering.  The Rights Offering is expected
to generate proceeds of up to $60 million.  The Debtors will enter
into agreements with certain consenting Noteholders to backstop
the Rights Offering and buy unsold shares.

The aggregate value of the New Common Stock is estimated at
$78.4 million based on the $105.0 million midpoint of the
estimated total enterprise value of the Reorganized Debtors, less
the estimated face amount of the Reorganized Debtors' net debt as
of the Effective Date of roughly $26.6 million.

The Debtors expect that an aggregate of 10,000,000 shares of New
Common Stock will be issued under the Plan.  Based on the
preceding estimate, immediately after the consummation of the
Plan, the ownership of Reorganized RathGibson will be:

                 Shares of
                 New Common Stock   Percent Ownership
                 ----------------   -----------------
   Class 4                               [___]%
                                         [___]%

   DIP Lenders                             7.5%
   Backstop Equity Investors            5% or 7.5%
                                       -----------
          Total                           100.0%

A full-text copy of the Joint Plan is available at no charge at
http://ResearchArchives.com/t/s?3f58

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?3f57

Debtor RGCH Holdings Corp., the parent company of RathGibson, and
RG Tube Holdings LLC, the ultimate parent, are not proponents of
the Plan.  The Plan will result in the deconsolidation of
RathGibson and Greenville from the RG Tube U.S. consolidated
group.

                       About RathGibson Inc.

Based in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


S-TRAN HOLDINGS: Exclusive Plan Period Extended Until November 30
-----------------------------------------------------------------
The. Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended S-Tran Holdings, Inc., et al's
exclusive periods to propose a plan and solicit acceptances of
that plan to Nov. 30, 2009, and Feb. 1, 2010, respectively.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael
Seidl, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones LLP represent the Debtors as counsel.
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus, Mary E. Augustine, Esq., at Ciardi, Ciardi & Astin,
P.C., and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


SALLY BEAUTY: Acquires Schoeneman in $71 Million Merger Deal
------------------------------------------------------------
Beauty Systems Group LLC, a subsidiary of Sally Beauty Holdings,
Inc., on September 30, 2009, entered into an Agreement and Plan of
Merger with Schoeneman Beauty Supply, Inc., the shareholders of
Schoeneman and F. Dale Schoeneman, as shareholder representative,
pursuant to which Schoeneman merged into a wholly owned
acquisition subsidiary of the Company.

The aggregate merger consideration for the transaction was
$71 million, subject to certain adjustments, including an
adjustment based on closing date net assets.  In its news
statement, Sally Beauty Holdings paid cash of approximately
$61 million, net of the present value of the future incremental
tax benefit expected to be realized by the Company from the
transaction.

The Company currently expects to realize approximately $10 million
of present value future tax savings as a result of expected future
incremental depreciation and amortization tax deductions relating
to the assets acquired in this transaction.  The Company has
agreed to indemnify the shareholders of Schoeneman for certain
increased tax liabilities that they may incur as a result of the
structure of the transaction.

The Merger Agreement contains conventional representations and
warranties, covenants and indemnities.  The parties have agreed to
set aside in escrow an aggregate amount of $18 million of the
merger consideration to secure the indemnification and other
obligations of the shareholders of Schoeneman and certain
covenants under the Merger Agreement.

In connection with the transactions, certain of the shareholders
of Schoeneman agreed to restrictive covenants regarding, among
other matters, non-competition with the business of Schoeneman,
the confidentiality of information relating to the business of
Schoeneman and the solicitation of employees, customers and
suppliers of Schoeneman.

The addition of Schoeneman is expected to provide BSG with a
greater presence in the Northeast region of the U.S.

"The Beauty Systems Group segment was built through a series of
strategic acquisitions such as Schoeneman," said Gary
Winterhalter, CEO of Sally Beauty Holdings. "We believe Schoeneman
is a natural addition to our BSG business and supports our long-
term objective to grow the Company.  We utilized some of our
available cash to fund the acquisition, but still have ample
liquidity to grow organically and pay down debt.  In fact, during
the fiscal 2009 fourth quarter, we made an optional repayment of
$20 million on our term loan facilities."

"This acquisition directly supports BSG's strategy of extending
our distribution reach in important geographic regions of the
U.S.," said John Golliher, president of the Beauty Systems Group.
"We expect this combination to provide us with a greater
opportunity to compete in Pennsylvania, Southern New Jersey,
Delaware, and West Virginia.  Schoeneman brings its highly skilled
employees, strong customer relationships and proven distribution
channels to BSG.  By combining our two companies, we believe we
can create additional value for our customers, suppliers, and our
stockholders."

Dale Schoeneman, Chief Executive Officer of Schoeneman Beauty
Supply, Inc., stated "We are excited about Sally's Beauty System
Group LLC acquisition.  Not only do the two companies share
similar cultures, but the added scale and financial resources of
the BSG organization bring enormous benefits to our customers,
employees, suppliers and community.  The Schoeneman family looks
forward to BSG's management team bringing new opportunities to the
business."

The acquisition is expected to be slightly accretive, post
integration costs, to Sally Beauty Holdings' earnings per share in
2010.  Cost synergies are expected to be realized upon full
integration of Schoeneman, and the Company projects additional
accretion to Sally Beauty Holdings earnings per share in 2011.

                         About Schoeneman

Schoeneman Beauty Supply, Inc., is headquartered in Pottsville,
Pennsylvania and employs over 500 people, including over 100
direct sales consultants. Sales revenue in fiscal 2009 is
projected to be in the range of $86 million to $89 million.  The
Company owns 43 professional-only beauty supply stores located in
Pennsylvania, Southern New Jersey, Northern Delaware and West
Virginia.  The direct sales consultants further extend its
distribution reach to Maryland, Washington D.C., and Northern
Virginia.  Schoeneman carries approximately 10,000 SKU's with a
focus on the mid-to-high end of beauty professional products.

                        About Sally Beauty

Denton, Texas-based Sally Beauty Holdings, Inc. (NYSE: SBH) --
http://www.sallybeauty.com/-- is an international specialty
retailer and distributor of professional beauty supplies with
revenues of more than $2.6 billion annually. Through the Sally
Beauty Supply and Beauty Systems Group businesses, the Company
sells and distributes through over 3,700 stores, including
approximately 200 franchised units, throughout the United States,
the United Kingdom, Belgium, France, Canada, Puerto Rico, Mexico,
Japan, Ireland, Spain and Germany.  Sally Beauty Supply stores
offer more than 6,000 products for hair, skin, and nails through
professional lines such as Clairol, L'Oreal, Wella and Conair, as
well as an extensive selection of proprietary merchandise.  Beauty
Systems Group stores, branded as CosmoProf or Armstrong McCall
stores, along with its outside sales consultants, sell up to 9,800
professionally branded products including Paul Mitchell, Wella,
Sebastian, Goldwell, and TIGI which are targeted exclusively for
professional and salon use and resale to their customers.

The Company posted net earnings of $31,489,000 for the three
months ended June 30, 2009, from net earnings of $29,359,000 for
the same period a year ago.  The Company posted net earnings of
$72,143,000 for the nine months ended June 30, 2009, from net
earnings of $56,098,000 for the same period a year ago.

At June 30, 2009, the Company had $1,464,897,000 in total assets
and $2,110,057 in total liabilities, resulting in $650,695,000 in
stockholders' deficit.


SELECT COMFORT: Files Shelf Registration Statement with SEC
-----------------------------------------------------------
Select Comfort Corporation said October 13 it filed a shelf
registration statement with the Securities and Exchange Commission
(SEC), which if and when it's declared effective by the SEC,
permits the company to issue up to $50 million worth of registered
equity securities.

At such time the shelf registration statement is declared
effective, the company will have the ability to issue common
stock, preferred stock, warrants to purchase common stock,
subscription rights, or any combination of such securities.  The
company can issue these securities at its discretion in one or
more separate transactions with size, price and terms to be
determined at the time of issuance.

The shelf registration statement will allow Select Comfort --
subject to market conditions and the company's capital needs --
the flexibility to raise additional capital to strengthen the
company's financial position and increase its financial
flexibility.  The company previously indicated it was seeking to
raise additional capital, but does not anticipate it will need to
issue all $50 million of the registered equity securities in the
near term.

                  About Select Comfort Corporation

Based in Minneapolis, Select Comfort designs, manufactures,
markets and supports a line of adjustable-firmness mattresses
featuring air-chamber technology, branded the Sleep Number(R) bed,
as well as foundations and bedding accessories.  SELECT COMFORT(R)
products are sold through its approximately 400 company-owned
stores located across the United States; select bedding retailers;
direct marketing operations; and online at
http://www.sleepnumber.com/

Select Comfort Corporation reported $86.9 million in total assets
and $133.2 million in total liabilities, resulting to
$46.3 million in stockholders' deficit as of July 4, 2009.


SEMGROUP LP: Gives More Details to Fourth Amended Ch. 11 Plan
-------------------------------------------------------------
SemGroup, L.P., and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware on October 9, 2009,
exhibits to their Fourth Amended Joint Plan of Reorganization.

SemGroup Corporation, as the newly-organized parent company of
the Reorganized Debtors, will be governed by bylaws, a full-text
copy of which is available for free at:

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

In addition, the Debtors submitted a certificate of incorporation
of SemGroup Finance Corp.  A full-text copy of the Incorporate
Certificate is available for free at:

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

Norm Szydlawski will serve as chief executive officer of the
Reorganized Debtors.

                      Exit Facility

SemGroup Corporation, and operating subsidiaries SemCrude L.P.,
SemStream L.P., SemCams ULC, SemCanada Crude Company and SemGas
L.P.; BNP Paribas Securities Corp., Banc of America Securities
LLC, and Calyon New York Branch, as lead arrangers; BNP Paribas
as administrative and collateral agent; Bank of America N.A. as
syndication agent, and Calyon as documentation agent; and BNP
Paribas, Bank of America, Calyon as lenders; will enter into a
senior secured working capital facility governed by a
consolidated borrowing base for $500,000,000 to reorganize the
Debtors.

The obligations under the Exit Facility will be guaranteed by (i)
each Debtor Borrower and (ii) SemManagement, L.L.C.; SemOperating
G.P., L.L.C.; SemCanada II, L.P.; SemCanada L.P.; SemMaterials,
L.P.; SemGroup Europe Holding L.L.C.; and all other existing and
future direct and indirect domestic and foreign restricted
subsidiaries of SemGroup Corporation.

The Exit Facility will be senior to new term loans to be
distributed pursuant to the Plan, which terms of seniority will
be set forth in an intercreditor agreement.  About $100,000,000
of the Exit Facility will be made available for the issuance of
Letters of Credit under a credit-linked deposit facility.  The
remaining $400,000,000 will be known as revolving facility.  The
closing date of the Exit Facility is expected to occur on
November 6, 2009.

The Revolving Facility will have a maturity date of three years
from the closing date of the Exit Facility.  The Credit-Linked
Facility will mature four years from the Closing Date.

These events will constitute events of default under the Exit
Facility are:

* failure of SemGroup Corporation or any Debtor Borrower or
   Guarantor to pay principal, interest, fees or any amount when
   due;

* any representation or warranty will be false or misleading;

* any material adverse effect;

* failure to comply with covenants or other provisions in the
   credit documentation with any grace periods to be agreed upon
   in the Credit Documents;

* cross-defaults on amounts, including cross default with New
   Term Notes, White Cliffs Pipeline, L.L.C. Facility, SemEuro
   Limited and SemLogistics Milford Haven Limited Financing
   and any SemMexico, LLC Financing; Employee Retirement Income
   Security Act; judgment default; bankruptcy and insolvency
   defaults;

* the Lenders will for any reason fail to have a first
   perfected security interest in the collateral pledged by the
   Debtor Borrowers;

* the guarantees executed by (i) each Debtor Borrower and (ii)
   Debtor Guarantors will be terminated or determined to be
   unenforceable or New HoldCo or any Guarantor will challenge
   the validity of the guarantees; and

* occurrence of a change in control or ownership of the Debtor
   Borrowers and Guarantors.

A full-text copy of the Exit Facility term sheet is available for
free at:

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

                   Second Lien Term Loan Facility

SemGroup Corporation and the Debtor Borrowers to the Exit
Facility; Bank of America, as administrative and collateral
agent; and certain prepetition lenders, will enter into a senior
secured term loan facility for $300,000,000.  The obligations of
each Debtor Borrower will be guaranteed by each Debtor Borrower
and all existing and future direct and indirect domestic and
foreign restricted subsidiaries of SemGroup Corporation that are
Guarantors under the Exit Facility.

The Second Term Loan Facility will be junior solely to the Exit
Facility or any permitted replacement facility.  The Second Term
Loan Facility is expected to close on or prior to November 6,
2009.  The maturity date of the Second Term Loan Facility will be
seven years from the Closing Date.

A term sheet of the Second Term Loan Facility is available for
free at http://bankrupt.com/misc/semgroup_2ndtermloanfacility.pdf

                    White Cliffs Term Loans

SemCrude Pipeline, L.L.C., direct owner of 99.17% of the
outstanding equity interests in White Cliffs Pipeline, L.L.C.,
which owned a 524-mile crude oil pipeline extending from
Platteville, Colorado to Cushing, Oklahoma; Barclays Bank PLC as
administrative agent and lead arranger; and lenders to be
selected by Barclays will enter into a $125,000,000 in aggregate
principal amount of senior secured term loans to be advanced in a
single drawing on the closing date of the term loans.

The proceeds of the White Cliffs Term Loans will be used to:

  -- repay in full all of SemCrude's existing debt aggregating
     $124,100,000;

  -- pay transaction expenses and fees related to the repayment;
     and

  -- fund $2,000,000 into a debt service reserve account.

All outstanding White Cliffs Term Loans will bear interest at a
rate of 8%, provided that if SemCrude does not achieve the
applicable Targeted Debt Balance Amount, the interest rate will
be equal to (a) 8% if the fiscal quarter occurs in 2009, 2010, or
2011, (b) 8.25% if the fiscal quarter occurs in 2012 or 2013, or
(c) 8.50% if the fiscal quarter in or after 2014.

A term sheet of the White Cliffs Term Loans is available for free
at http://bankrupt.com/misc/semgroup_whiteclifftermloans.pdf

                    Equity Incentive Plan

SemGroup Corporation establishes the SemGroup Corporation Equity
Incentive Plan to attract, retain and motivate officers and
employees, and non-employee directors providing services to
SemGroup, any of its subsidiaries, or affiliates and to promote
the success of SemGroup's business by providing the participants
of the Plan with appropriate incentives.

The Incentive Plan will be administered by the Compensation
Committee of the Board of SemGroup.  The Compensation Committee
will have the full authority to select the employees and
directors to whom awards will be granted, and to determine the
type and amount of awards to be granted to each employee or
director.  The Committee will have two members, whom will either
be a Non-Employee Director, an outside Director and an
independent director.

Awards under the Incentive Plan may be granted in any one or a
combination of: options, stock appreciation rights, restricted
stock, other stock-based awards, and performance-based
compensation awards.  Subject to certain adjustments, the maximum
number of shares available to participants under the Incentive
Plan will be 2,781,635 shares.  In the event that any outstanding
Award expires, is forfeited, or cancelled, the Shares subject to
that Award will be again made available for Awards.

Options will be designated as either Incentive Stock Options or
Nonqualified Stock Options, provided that Options granted to
Directors will be Nonqualified Stock Options.  In tandem of an
Option, a Stock Appreciation Right granted under the Incentive
Plan will confer on the holder a right to receive, upon its
exercise, the excess of (a) the Fair Market Value of a specified
number of Shares on the date of exercise over (b) the grant price
of the right as determined by the Compensation Committee on the
date of grant.  A Tandem SAR will be exercisable only to the
extent that the related Option is exercisable and will expire no
later than the expiration of the related Option.  If the
Participant fails to achieve performance goals specified in the
Award Agreement, the Compensation Committee will not grant the
Restricted Stock to that Participant or the Participant will
forfeit the Award of Restricted Stock to SemGroup.

To the extent permitted by Section 162(m) of the Bankruptcy Code,
the Compensation Committee is authorized to design any Award so
that the amounts or Shares payable or distributed pursuant to
that Award are treated as "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code
and related regulations.

A full-text copy of the Incentive Plan is available for free at:
  http://bankrupt.com/misc/semgroup_incentiveplan.pdf

                     Warrant Agreement

Pursuant to the Amended Plan, the holders of Allowed Senior Notes
Claims and Allowed General Unsecured Claims are to be issued
warrants exercisable until their expiration date to purchase up
to 2,178,948 shares of common stock, par value $0.01 per share of
SemGroup.  A draft of the Warrant Agreement is available for free
at: http://bankrupt.com/misc/semgroup_warrantagreement.pdf

                     Litigation Trust

The Debtors prepared a draft of Litigation Trust Agreement, a
full-text copy of which is available for free at:
  http://bankrupt.com/misc/semgroup_litigationtrustpact.pdf

In line with the Litigation Trust, certain contribution lenders
agree to transfer their contributing lenders' claims to the
Litigation Trust.  A draft of Contributing Lender Assignment is
available for free at:

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

Pursuant to the Amended Plan, the adversary action commenced by
the Official Committee of Unsecured Creditors against Thomas L.
Kivisto, Gregory C. Wallace, Westback Purchasing Co., Brent
Cooper, Kevin L. Foxx, and Alex G. Stallings will be transferred
to the Litigation Trust.

                   Producer Representative

The Official Producers' Committee will nominate Dan Lain to serve
as Producer Representative.  The nomination of the Producer
Representative candidate will be approved at the confirmation
hearing and will undertake its duties on the effective date of
the Plan.  The Producer Representative will report to an Advisory
Board composed of Samson Investment Co., Kerr-McGee Oil & Gas
Onshore, L.P., and McCoy Petroleum Corp.  As compensation for
services rendered as Producer Representative, the Producer
Representative will receive his customary hourly fee plus
reimbursement of expenses, which fees and expenses will be paid
only from Producer Funds.  A full-text copy of the terms
applicable to the Producer Representative is available for free
at: http://bankrupt.com/misc/semgroup_producerrepterms.pdf

The Debtors will assume certain executory contracts and unexpired
leases under the Amended Plan, a schedule of which is available
for free at:

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

                    The Fourth Amended Plan

SemGroup filed a fourth amended plan of reorganization to reflect
a settlement with the Official Producers Committee.  The plan is
already supported by the Official Committee of Unsecured Creditors
and the secured lenders.

A full-text copy of the September 25 Plan is available for free
at http://bankrupt.com/misc/semgroup_Sept25Plan.pdf

A full-text copy of the September 25 Disclosure Statement is
available for free at:

          http://bankrupt.com/misc/semgroup_Sept25DS.pdf

The company will seek confirmation of the plan at a hearing on
October 26, 2009.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Int'l Objects to Plan, Wants Swap Claims Reclassified
------------------------------------------------------------------
International Bank of Commerce and National City Bank, and the
Texas Comptroller of Public Accounts object to SemGroup LP and its
affiliates' Fourth Amended Joint Plan of Reorganization.

International Bank of Commerce and National City Bank, as non-
swap lenders, complain that the Plan impermissibly proposes to
classify Swap Claims as Lender Deficiency Claims rather than as
General Unsecured Claims.  The Lenders assert that the claims of
Swap Lenders and Non-Swap Lenders are dissimilar in at least two
respects vis-a-vis the assets of the Debtors' Chapter 11 cases:

   (i) they enjoy different rights to collateral proceeds that
       may be distributed to them as Lender Deficiency
       Claimants; and

  (ii) based on the specific accommodations provided by the
       Guaranties, they have claims against different sets of
       Debtors.

Thus, in order for the Plan to honor and preserve the prepetition
lien rights of Non-Swap Lenders, all Swap Claims must be
classified and treated as General Unsecured Claims, rather than
as Lender Deficiency Claims, the Lenders maintain.

The Texas Comptroller of Public Accounts asserts that the Plan
does not comply with Sections 511 and 1129(a)(9)(c) of the
Bankruptcy Code, which require that post-effective date interest
be paid on priority tax claims at the rate set by applicable non-
bankruptcy law.  The Texas Comptroller also points out that the
Plan is unclear with respect to setoff rights of creditors.  The
Texas Comptroller continues that the Plan purports to create
exclusive jurisdiction forever in the Bankruptcy Court over any
matter related to the Debtors' Chapter 11 cases or the Plan.  The
Texas Comptroller adds that the Plan contains broad exculpation
provisions that would excuse exculpated parties' non-compliance
with applicable statutes, including tax laws.

Unless those issues are addressed by the Debtors, the Lenders and
the Texas Comptroller ask the Court to deny confirmation of the
Plan.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Plan Solicitation Period Moved to Nov. 30
------------------------------------------------------
Judge Brendan Linehan Shannon of the Bankruptcy Court extends the
time within which SemCrude, L.P., its parent, SemGroup, L.P. and
their debtor affiliates have the exclusive right to solicit
acceptances of a plan of reorganization until November 30, 2009.

As previously reported, Judge Shannon approved the Disclosure
Statement accompanying the Debtors' Fourth Amended Joint Plan of
Reorganization on a September 24, 2009 supplemental Disclosure
Statement hearing.  The Court will consider confirmation of the
Fourth Amended Plan on October 26, 2009.

Prior to entry of the Exclusivity Order on October 6, 2009, the
Debtors' counsel disclosed that no parties objected to the
Exclusivity Motion.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Wants $122MM in Escrowed Funds Released
----------------------------------------------------
SemGroup, L.P., said on September 16, 2009, that it has reached
an agreement-in-principle with the Official Producers Committee
in its Chapter 11 proceedings on the terms of the company's Plan
of Reorganization, thereby keeping the company on schedule to
emerge from Chapter 11 in November as planned.

As previously reported, in the Producer Litigation, wthe
Bankruptcy Court entered orders resolving the relative priority
of the claims of producers as against claims of BofA and the
Prepetition Lenders, which orders have been appealed by certain
of the producers to the United States Court of Appeals for the
Third Circuit.  The United States Court of Appeals for the Third
Circuit is scheduled to hear the appeals in October.

J. Aron & Company, BP Oil Supply Company and ConocoPhillips
Company commenced separate adversary actions seeking declaratory
judgments that their tender of $89,776,874, $10,664,032 and
$11,655,356, constitute full performance under their separate
agreements with the Debtors.  At the Debtors' behest, the
Bankruptcy Court ordered the producers to turn over to the
Debtors the amounts with:

  -- J. Aron turning over $89,776,874,
  -- BP Oil turning over $10,664,032, and
  -- ConocoPhillips turning over $21,634,821.

The TurnOver Funds were deposited into interest bearing accounts
subject to further order of the Bankruptcy Court.

On behalf of the Debtors, Ian Connor Bifferato, Esq., at
Bifferato LLC, in Wilmington, Delaware, notes that while the
parties have reached an agreement during the Court-directed
mediation, there are certain conditions to the agreement that
must be met as expeditiously as possible.  Against this backdrop,
the release of the Tendered Funds is a critical component of the
Agreement reached through the mediation and, to the Debtors'
prospect for reorganization, he asserts.

Thus, the Debtors ask the Bankruptcy Court to order (i) release
the $122,075,727 Tendered Funds and (ii) distribution of the
Tendered Funds to creditors in accordance with the Plan.

Mr. Bifferato argues that the Tender Plaintiffs are not entitled
to the Tendered Funds as those funds are the minimum amounts due
and owing to the Debtors pursuant to the Tender Plaintiffs'
prepetition dealings with the Debtors.  Without the release of
the Tendered Funds, it is uncertain whether the Debtors can
successfully emerge from bankruptcy, he tells the Court.

                       Parties Object

In separate filings, ConocoPhillips Company, BP Oil Supply
Company, and Plains Marketing, L.P., ask the Court to deny the
Debtors' Motion to Release $122 Million in Escrowed Funds.

On behalf of ConocoPhillips Company, Kevin J. Mangan, Esq., at
Womble Carlyle Sandbridge & Rice, PLLC, in Wilmington, Delaware,
reminds the Court that a July 31, 2009 tender order governed
ConocoPhillips' payment of a "net" amount to the Debtors and
preserved ConocoPhillips' substantive rights and claims to those
monies.  The Tender Order also contemplated that the Debtors,
ConocoPhillips, and any other party with claims to the Escrowed
Funds would bring them in due course in the action commenced by
ConocoPhillips against the Debtors or in another venue in which
these competing claims could be fairly and fully adjudicated.  He
asserts that the Motion to Release is procedurally defective as
it creates a new contested matter to address a situation - the
turnover of the Escrowed Funds -- even though prior existing
proceedings concerning these issues were already pending.  The
Court should not permit the Debtors to use the Motion to Release
to launch a collateral attack on or circumvent these other
proceedings, he asserts.  He insists that ConocoPhillips has
legitimate, bona fide claims to the Escrowed Funds and, thus a
debtor may not use Section 542 of the Bankruptcy Code to recover
property whose ownership is in legitimate dispute.

Accordingly, ConocoPhillips asks the Court to deny the Debtors'
Motion to Release.  In the alternative, ConocoPhillips urges the
Court to require as adequate protection of ConocoPhillips'
secured claim in the Escrowed Funds that any plan of
reorganization proposed by any party in the Debtors' Chapter 11
cases release ConocoPhillips of any claims or causes of action by
any party related to any transactions with the Debtors.

BP Oil does not object to the release of the Escrowed Funds as
long as its claims against the funds are preserved via (i) a
setoff of BP's legal fees and expenses and other claims against
the Escrowed Funds, (ii) a properly segregated reserve under the
Debtors' Fourth Amended Plan of Reorganization, or (iii) an
arrangement with the Debtors on the net settlement amount after
accounting for all of BP's claims and receipt of releases from
the producers.

However, BP Oil insists that the Motion to Release in its present
form will eliminate BP's setoff rights against the Tendered Funds
and convert BP's secured setoff claim to a general unsecured
claim that will likely receive only cents on the dollar.  BP Oil
further argues that the Motion to Release contradicts a June 2,
2009 order that (i) governs BP Oil's turnover of agreed net
amount of funds to the Debtors, and (ii) affords BP Oil the right
to set off its outstanding claims against the Escrowed Funds.

Plains Marketing notes that a Tender Order entered in the action
it commenced against the Debtors directs it to pay the net amount
of funds due to the Debtors and grants it a release for the
amount tendered.  However, Bradford J. Sandler, Esq., at Benesch,
Friedland, Coplan & Aronoff LLP, in Wilmington, Delaware, argues
that the Debtors have provided no authority for violating the
substantive rights of Plains Marketing' agreement with the
Debtors as embodied by the Tender Order.  The Tender Order is a
form of interpleader to protect Plains Marketing from double
liability and to allow the prevailing parties in the tender
actions commenced against the Debtors to look to those Tendered
Funds to pay for their claims for breach of warranty, indemnity,
and attorney's fees, he explains.  He asserts that the Court has
not yet adjudicated these competing claims, but the Motion to
Release asks the Court, in effect, simply to grant summary
judgment.  While the Motion to Release is purportedly base on
Sections 105, 542(b), 1129, and 1142 of the Bankruptcy Code, none
of these sections is applicable, he insists.

Chevron Products Company joins in J. Aron & Company's,
ConocoPhillips', BP Oil's and Plains Marketing's objection to the
Motion to Release.

In furtherance of J. Aron's previous objection to the Motion to
Release, Seth Grosshandler, Esq., at Cleary Gottlieb & Hamilton
LLP, counsel to J. Aron, filed a declaration appending a proof of
claim filed dated March 2, 2009.  He disclosed that through
January 31, 2009, J. Aron incurred legal fees and other expenses
in connection with the enforcement and protection of its rights
under a Trading Agreement with the Debtors for $2,697,338, and J.
Aron has continued to incur substantial legal fees since that
time.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SINCLAIR BROADCAST: Expects Better Q3 Net Broadcast Revenues
------------------------------------------------------------
Sinclair Broadcast Group, Inc., expects net broadcast revenue
results for the three months ended September 30, 2009, to be
better than the guidance provided on August 5, 2009.  On that
date, the Company reported its outlook for third quarter net
broadcast revenues to be approximately $126.6 million, a 15.7%
decline as compared to third quarter 2008 net broadcast revenues
of $150.1 million.  The Company now expects third quarter net
broadcast revenues to be approximately $136 million or 9.4% lower
than the same period last year.

Commenting on the improvements, David Amy, Executive Vice
President and CFO of Sinclair, stated, "The third quarter's better
than expected results came from a variety of categories including
the government's extension of the 'Cash for Clunkers' program,
higher political ad spending on health care and state-related
issues, higher retransmission revenues, as well as increased
advertising spending across many categories in August and
September, a trend which appears to be continuing into the fourth
quarter."

The Company will provide more detailed 2009 guidance when it
releases its final third quarter results on November 4, 2009.

                  About Sinclair Broadcast Group

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

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

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


SINCLAIR BROADCAST: S&P Changes Outlook on B- Rating to Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the CreditWatch
status on Hunt Valley, Maryland-based TV broadcaster Sinclair
Broadcast Group Inc. (corporate credit rating at 'B-') and its
operating subsidiary, Sinclair Television Group Inc., to
developing implications, from negative implications.

At the same time, S&P assigned a 'CCC+' issue-level rating to the
proposed private placement of senior secured second-lien notes by
STG, with a '5' recovery rating, and placed the 'CCC+' issue-level
rating on CreditWatch with developing implications.  A '5'
recovery rating indicates S&P's expectation that note holders
would receive modest (10% to 30%) recovery in the event of a
payment default.  The rating on the second-lien notes is premised
on their successful placement, is subject to Standard & Poor's
receipt and satisfactory review of the final documentation, and
will be withdrawn if the issuance is not completed.  The 'B-'
rating on STG's senior subordinated notes remains on CreditWatch
with negative implications because these notes will rank junior to
the second-lien notes if the refinancing is successful.

"S&P's rating actions reflect several steps taken by Sinclair to
refinance its debt in advance of potential put exercises on two
convertible note issues and bank debt maturities," said Standard &
Poor's credit analyst Deborah Kinzer.

First, the company announced that it has entered into a nonbinding
memorandum of understanding with Cunningham, its LMA partner in
six markets.  In the MOU, Sinclair agrees to, among other things,
pay Cunningham a total of $29.1 million over a period of 11
quarters, which Cunningham will use to repay its bank term loan.
S&P initially placed its ratings on Sinclair on CreditWatch with
negative implications on July 13, 2009, in response to Sinclair's
announcement that Cunningham could enter bankruptcy proceedings by
the end of July (the termination date of its $33.5 million term
loan), which would cause a default and potential acceleration
under Sinclair's bank credit facility.  On July 31, Sinclair said
it was notified by Cunningham that Cunningham's banks extended the
maturity of its term loan to Oct. 30, during which time Cunningham
and its banks would work toward resolving how and when the company
would repay or otherwise satisfy its maturing debt.  According to
Sinclair, Cunningham's lenders have indicated their willingness to
extend the Cunningham term loan for three more years if Cunningham
can demonstrate its ability to repay the loan within that period.
The MOU still requires the formal approval of both Cunningham's
and Sinclair's lenders and is contingent on the refinancing of
certain of Sinclair's convertible notes.

Second, Sinclair announced that it has commenced tender offers for
its $294 million 3.0% and $144 million 4.875% convertibles notes,
which are putable to the company in May 2010 and January 2011,
respectively.  Tendering note holders will receive $980 per $1,000
in principal amount plus accrued and unpaid interest from the last
interest payment date to the settlement date.  The company plans
to finance the tender offers by issuing about $430 million of
senior secured second-lien notes through STG.  Completion of the
tender offers is conditioned on the receipt of sufficient proceeds
from the second-lien notes offering.

Finally, concurrent with the second-lien notes offering, Sinclair
is entering into negotiations with its banks to amend and restate
STG's senior secured credit facility.  The credit agreement
amendment proposes to allow for the issuance of the second-lien
notes, to extend the maturity of Sinclair's bank debt, and to set
new financial covenants for STG to meet, but not to terminate the
cross-default provisions with respect to Cunningham.  Issuance of
the second-lien notes is therefore conditioned on the amendment of
the credit facility.

In S&P's opinion, this series of transactions would, if completed,
eliminate S&P's concern about large potential put exercises on the
convertible notes, extend the maturities on Sinclair's bank debt,
resolve the most crucial issues between Sinclair and Cunningham,
and significantly reduce the threat that Cunningham's performance
pressures are posing to Sinclair's financial health.  However,
these transactions will not reduce Sinclair's leverage, which S&P
believes is likely to increase in the near term.  Sinclair's
lease-adjusted debt to EBITDA was 6.8x as of June 30, 2009.


SINCLAIR BROADCAST: To Refinance Portion of Bank Credit Facility
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., said its wholly owned subsidiary,
Sinclair Television Group, Inc., intends to refinance a portions
of, and amend certain terms of, its existing bank credit facility.

Under the proposed terms, Sinclair would raise a tranche B term
loan which would be used to repay the existing tranche A and A-1
term loans which mature in December 2011 and December 2012,
respectively.  Amounts outstanding under the tranches A and A-1
term loans as of September 30, 2009, were $78.8 million and $216.6
million, respectively.  The new term loan B is expected to mature
in 2015.

Sinclair is also offering the existing revolving loan lenders the
option of extending their commitments until 2013.  Lenders who opt
not to extend will have their commitment mature on the existing
maturity date of June 30, 2011.  There can be no assurance that
the Company will be successful in amending and refinancing the
bank credit facility.

The amendment to the bank credit facility is necessary to allow
for Sinclair's issuance of senior secured second lien notes in a
private offering.  In addition, the amendment to the bank credit
facility is a condition to the consummation of Sinclair's tender
offers for the Company's 3% Senior Convertible Notes due 2027 and
4.875% Senior Convertible Notes due 2018 pursuant to the Offer to
Purchase, dated October 8, 2009.  The tender offers expire at
12:00 midnight, New York City time on Thursday, November 5, 2009
unless extended or earlier terminated by STG.

On Wednesday, Sinclair filed with the Securities and Exchange
Commission Amendment No. 1 to amend and supplement the Tender
Offer Statement on Schedule TO relating to its unit's offer to
purchase for cash any and all of the $294.3 million aggregate
principal amount outstanding of 3.0% Notes at a price of $980 per
$1,000 in principal amount, and the $143.5 million aggregate
principal amount outstanding of 4.875% Notes at a price of $980
per $1,000 in principal amount.  Sinclair will use proceeds under
the new bank credit agreement as funding source for the tender
offer.

                   $400 Million in Term Loan B,
              Up to $175 Million in Amended Revolver

In a regulatory filing with the Securities and Exchange
Commission, the Company said it intends to amend and restate the
Bank Credit Agreement by entering into a New Bank Credit
Agreement.  Sinclair cautioned that as the final terms of the New
Bank Credit Agreement have not yet been agreed upon, the final
terms may differ, and in some cases, these differences may be
material.  Sinclair said the closing of the offering of the Notes
and the consummation of the tender offers are both conditioned
upon the closing of the New Bank Credit Agreement.  If Sinclair
does not succeed in negotiating the New Bank Credit Agreement,
neither this offering of the Notes nor the tender offers will be
consummated.

Sinclair said the New Bank Credit Agreement is expected to include
these facilities:

     -- a new six-year term loan facility -- Term Loan B -- which
        Sinclair will draw upon at the time of the closing of the
        New Bank Credit Agreement and use the net proceeds to
        prepay the outstanding term loans and all or a portion of
        the existing revolving credit facility under the Bank
        Credit Agreement;

     -- an amended revolving credit facility, which Sinclair will
        draw upon to prepay amounts outstanding under the existing
        revolving credit facility under the Bank Credit Agreement
        following the closing of the New Bank Credit Agreement,
        and thereafter for general corporate purposes; and

     -- provision for one or more incremental term loans, which
        may be drawn upon from time to time to meet Sinclair's
        working capital needs.

With respect to the Term Loan B, Sinclair is expected to be
able to borrow an aggregate principal amount up to roughly
$400.0 million.  Sinclair expects commitments under the Amended
Revolver between $125.0 million and $175.0 million.

In addition, the New Bank Credit Agreement is expected to have
these terms:

     (A) Amounts available under the Amended Revolver are expected
         to depend, to a certain extent, on whether the current
         lenders under the Bank Credit Agreement's current
         revolving credit facility elect to extend their
         participation in the Amended Revolver.  The commitments
         of lenders who elect to extend their participation in the
         Amended Revolver are expected to mature on December 31,
         2013 -- Extended Revolver Commitments -- while the
         commitments of lenders who do not elect to extend their
         participation in the Amended Revolver will mature on
         June 30, 2011 -- Non-Extended Revolver Commitments -- the
         current maturity date under the Bank Credit Agreement's
         current revolving credit facility.  Under the proposed
         terms of the New Bank Credit Agreement, lenders with at
         least $75 million in commitments are expected to extend
         their participation in the Amended Revolver.

     (B) Interest payments on the loan facilities under the New
         Bank Credit Agreement are expected to bear interest at a
         rate per annum equal to:

         -- the ABR plus an applicable margin; or
         -- the Eurodollar Rate plus an applicable margin;

         which interest rate is generally expected to be
         determined by election of Sinclair.  Interest payments
         for ABR loans are expected to be made quarterly in
         arrears and for Eurodollar Rate loans are expected to be
         made on the last day of each relevant interest period
         and, in the case of any interest period longer than three
         months, on each successive date three months after the
         first day of such interest period.  The applicable margin
         for each of the ABR loans and the Eurodollar Rate loans
         under the New Bank Credit Agreement is to be set at a
         market rate, which rate is expected to be higher than the
         applicable margin for the loan facilities under the
         current Bank Credit Agreement.

         "ABR" is expected to mean the highest of (i) the Prime
         Rate, (ii) the Federal Funds Effective Rate plus 0.5% and
         (iii) the Eurodollar Rate for a one-month interest period
         on each day (or if such day is not a business day, the
         immediately preceding business day), which shall be the
         relevant rate appearing on the relevant Reuters service
         plus 1.0%.

         "Eurodollar Rate" is expected to mean the rate (adjusted
         for statutory reserve requirements for Eurocurrency
         liabilities) at which Eurodollar deposits for one, two,
         three, six or, with consent of all lenders, nine months,
         as selected by Sinclair, are quoted on the Reuters
         service.

         "Federal Funds Effective Rate" means, for any day, the
         weighted average (rounded upwards, if necessary, to the
         next 1/100 of 1%) of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System
         arranged by Federal funds brokers, as published on the
         next succeeding business day by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any
         day that is a business day, the average (rounded upwards,
         if necessary, to the next 1/100 of 1%) of the quotations
         for such day for such transactions received by the
         administrative agent under the bank credit agreement from
         three Federal funds brokers of recognized standing
         selected by it.

         "Prime Rate" means the rate of interest per annum
         publicly announced from time to time by JPMorgan Chase
         Bank, N.A. as its prime rate in effect at its principal
         office in New York City.

     (C) Principal on Term Loan B is expected to be repayable in
         small quarterly installments, commencing on March 31,
         2011 and ending with a payment of all outstanding
         principal, which is expected to be greater than 90% of
         the aggregate principal amount, on the sixth anniversary
         of the closing date of the New Bank Credit Agreement.

Notwithstanding, the New Bank Credit Agreement is expected to
provide that amounts due under Term Loan B and the Amended
Revolver will be accelerated to a date six months in advance of
the maturity date of certain other of Sinclair's indebtedness,
including the Notes.

Each of the loan facilities under the New Bank Credit Agreement is
expected to be secured by a first-priority lien on substantially
all of the tangible and intangible assets of Sinclair and the
subsidiaries of Sinclair and Sinclair that are guarantors under
the Bank Credit Agreement, as well as the capital stock of certain
of Sinclair's directly owned subsidiaries and other collateral.
The collateral is also expected to include a collateral account
holding any excess proceeds not used to retire the 3.0% Notes and
the 4.875% Notes, to the extent such notes are not retired in full
in the tender offers.  The excess proceeds will be held in such
collateral account until the date immediately following the
expiration of the put rights of the holders of the 4.875% Notes in
January 2011. After such date, any excess proceeds still held in
such collateral account shall be released to Sinclair for general
corporate purposes.

The New Bank Credit Agreement is expected to include revised
financial maintenance covenants, including an interest coverage
ratio, a first lien secured indebtedness ratio and a total
indebtedness ratio.  The New Bank Credit Agreement is also
expected to have revised negative covenants, including, among
others, restrictions on the incurrence of additional indebtedness,
liens, mergers, consolidations, liquidations and dissolutions,
acquisitions, sales and other dispositions of assets, investments,
loans and advances, payments in respect of capital stock and
affiliate transactions.  Certain financial maintenance and
negative covenants are expected to be more restrictive than those
under the Bank Credit Agreement.

Under certain conditions, it is expected that indebtedness under
the New Bank Credit Agreement may be accelerated.  Bankruptcy and
insolvency events with respect to Sinclair, Sinclair or any other
guarantor under the New Bank Credit Agreement and any "material
third party licensee" are expected to result in an automatic
acceleration of the indebtedness under the New Bank Credit
Agreement.  Subject to notice and cure periods in the New Bank
Credit Agreement, other events of default are expected to result
in acceleration of indebtedness under the New Bank Credit
Agreement at the options of the lenders.  Such other events of
default are expected to include, among others, failure to pay any
principal, interest or other amounts when due, breach of
representations or warranties in any material respect, non-
compliance with covenants, default or acceleration under other
material indebtedness, entry of material judgments that remain
undischarged or unstayed, loss or material impairment of material
broadcast licenses, invalidity or termination, except as required
by law, of any guarantee, security document or security interest,
termination of or default under any program services agreement
from which a material amount of broadcast cash flow is derived or
a change of control.

The New Bank Credit Agreement is expected to contain
representations and warranties and additional covenants and events
of default customary for agreements of its type.

The New Bank Credit Agreement is also expected to require Sinclair
to prepay the Term Loan B and any incremental term loans and
reduce the Amended Revolver with (i) 100% of the net proceeds of
(A) any casualty loss or condemnation or (B) any sale or other
disposition of Sinclair's assets in excess of $5.0 million in the
aggregate, to the extent such proceeds are not used to acquire new
assets and (ii) 100% of net proceeds of the incurrence of
indebtedness in respect of permitted receivables financings.
Sinclair may prepay the loan facilities under the New Bank Credit
Agreement without prepayment penalty.

                  About Sinclair Broadcast Group

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

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

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


SINCLAIR BROADCAST: Unit to Issue $430MM in 2nd Lien Notes
----------------------------------------------------------
Sinclair Broadcast Group, Inc.'s wholly owned subsidiary, Sinclair
Television Group, Inc., intends to offer, subject to market
conditions and other factors, approximately $430.0 million
aggregate principal amount of Senior Secured Second Lien Notes due
2017.

The Second Lien Notes would be guaranteed by the Company and
certain of the Company's subsidiaries, and be secured by a second
lien on the assets securing the loans under STG's senior secured
bank credit facility.

In addition to customary closing conditions, this private
placement of Second Lien Notes would be conditioned on obtaining
an amendment and restatement to the Bank Credit Facility to permit
this transaction.

The proceeds from the private offering of Second Lien Notes will
be used, together with available cash on hand or revolving debt,
to fund STG's cash tenders for the Company's 3% Senior Convertible
Notes due 2027 and 4.875% Senior Convertible Notes due 2018,
pursuant to the Offer to Purchase, dated October 8, 2009,
previously filed with the Securities and Exchange Commission.  The
tender offers expire at 12:00 midnight, New York City time on
Thursday, November 5, 2009, unless extended or earlier terminated
by STG.

The Second Lien Notes, when, and if, offered will not be
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

                  About Sinclair Broadcast Group

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

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

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


SINCLAIR TELEVISION: Moody's Puts 'B3' Rating on $430 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B3 to Sinclair Television
Group Inc.'s proposed $430 million issuance of senior secured
second lien notes due 2017 and a (P)Ba3 rating to its proposed
$500 million of combined senior secured first lien credit
facilities ($100 million 4-year revolving credit facility and
$400 million 5-year term loan B).  STG plans to utilize the net
proceeds from the offerings to fund a tender offer for Sinclair
Broadcast Group, Inc.'s 3.0% and 4.875% Convertible Senior Notes
and repay borrowings under STG's existing credit facility,
associated fees and expenses and general corporate purposes.

Moody's has assigned these prospective ratings:

Sinclair Television Group, Inc.

* New Bank Credit Facility -- (P)Ba3 (LGD 2, 14%)
* New Second Lien Notes -- (P)B3 (LGD 4, 53%)

The ratings are based on Moody's view that Sinclair's Corporate
Family Rating will likely be upgraded to B3 from Caa2 if the
proposed credit facility and second lien notes offerings close on
the terms proposed.  The prospective B3 CFR is based on these
specific assumptions: (1) the tender offer for the putable notes
is successfully completed as planned and Sinclair maintains
sufficient cash in a dedicated escrow account to fund the
retirement of any untendered putable notes on the respective put
dates; (2) Sinclair amends its local marketing agreement with
Cunningham Broadcasting Corporation consistent with the terms
outlined in Sinclair's October 8, 2009 Form 8-K filing, (3)
Cunningham's bank lenders extend the maturity of its credit
facility and (4) the company's proforma liquidity profile suggests
adequate resources subsequent to the refinancings (including
sufficient covenant cushion) to manage through the advertising
downturn.  Moody's believes these actions would improve Sinclair's
liquidity position and significantly reduce its near-term default
risk, which in turn would drive the indicated prospective
improvement in its CFR.  The CFR would likely be lower than B3 if
any of the aforementioned conditions are not expected to be met.

The B3 CFR is prospective and would reflect Sinclair's relatively
modest debt-to-EBITDA leverage (6.9x LTM 6/30/09 incorporating
Moody's standard adjustments and estimated 8x range for FY 2009)
in relation to other television broadcasters, Moody's expectation
that average debt-to-EBITDA leverage over political and non-
political years will remain under 8x, continued free cash flow
generation in a $40-50 million range after factoring in the
significant incremental cash interest expense resulting from the
refinancings, and maintenance of Sinclair's good local market
positions.  The Probability-of-Default Rating would likely be
upgraded to B3 from Caa3 and the speculative-grade liquidity
rating would likely be raised to SGL-3 from SGL-4.

The (P)Ba3 rating on STG's proposed senior secured credit facility
reflects the benefits of its senior-ranking lien on substantially
all of the assets of Sinclair and its operating subsidiaries,
including the stock of the subsidiaries holding the broadcast
licenses.  The (P)B3 rating on the proposed second lien notes
reflects their lien subordination with respect to the collateral
securing the credit facility and their effective seniority to
unsecured debt, contractual seniority to STG's 8% subordinated
notes, and structural seniority to Sinclair's notes.

The Caa2 rating on STG's 8% senior subordinated notes will likely
remain at Caa2 due to the significantly larger amount of more
senior debt and smaller junior debt cushion resulting from the
refinancing as compared with the existing debt structure.  Ratings
on STG's existing credit facility and Sinclair's 4.875% putable
notes would be withdrawn if they are repaid.  The rating on any
untendered 4.875% notes would likely be upgraded to Caa2 from
Caa3.  Loss given default point estimates would be updated to
reflect the revised CFR and PDR and the new mix of debt if the
refinancings are completed.

The existing ratings will remain on review for upgrade based on
Moody's increased level of confidence that a better projected
revenue environment and improved credit market conditions will
allow Sinclair to access markets at sufficiently economic terms to
address its near-term liquidity needs and sustain the existing
capital structure.  Failure to address its refinancing needs in a
timely manner would likely result in Sinclair's ratings being
downgraded.

The last rating action was on October 9, 2009, when Moody's placed
Sinclair's ratings on review for possible upgrade.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster operating 58 television stations in 35 markets.
Sinclair generated revenue of approximately $687 million for the
trailing twelve months ended June 30, 2009.


SINOENERGY CORP: Nasdaq to Delist Common Stock
----------------------------------------------
Sinoenergy Corporation said October 13 that, on October 9, 2009,
the Company received a notice from The Nasdaq Stock Market stating
that, because of the Company's failure to hold an annual meeting
of shareholders at which proxies were solicited, the Company is in
violation of Nasdaq's rule requiring Nasdaq- listed issuers to
hold an annual meeting of shareholders, to solicit proxies and to
provide proxy statements to Nasdaq.  Because of this failure,
unless the Company files an appeal by 4:00 PM, Eastern time on
October 16, 2009, the trading of the Company's common stock on
Nasdaq will be suspended at the opening of business on October 20,
2009 and Nasdaq will make a filing with the SEC to remove the
Company's common stock from listing and registration on The Nasdaq
Stock Market.  The Company intends to file an appeal of Nasdaq's
determination.

                        About Sinoenergy

Sinoenergy -- http://www.sinoenergycorporation.com/-- is a
developer and operator of retail CNG stations as well as a
manufacturer of CNG transport truck trailers, CNG station
equipment, and natural gas fuel conversion kits for automobiles,
in China.  In addition to its CNG related products and services,
the Company designs and manufactures a wide variety of customized
pressure containers for use in the petroleum and chemical
industries.


SITEL WORLDWIDE: S&P Downgrades Ratings on Senior Loan to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
ratings and revised the recovery ratings on Sitel Worldwide
Corp.'s senior secured first-lien credit facility, consisting of a
revolver and a term loan B.  S&P lowered the issue-level rating on
this debt to 'B' (the same as the company's corporate credit
rating) from 'B+', and revised the recovery rating to '3' from
'2', indicating the expectation for meaningful (50%-70%) recovery
in the event of a payment default.  The 'B' corporate credit
rating on Sitel remains unchanged.

"The revision of Sitel's issue-level and recovery ratings
primarily reflects the result of the change to the EBITDA multiple
used in S&P's recovery analysis," explained Standard & Poor's
credit analyst Joseph Spence.  S&P changed the multiple applied to
the company's insolvency proxy to 5x from 6x, as S&P believes that
the customer relationship management (CRM) industry, while still
relatively attractive, is experiencing diminished resiliency in a
downturn.  S&P has used similar multiples for other companies in
this sector.

                          Ratings List

                      Sitel Worldwide Corp.

         Corporate Credit Rating           B/Negative/--

            Ratings Lowered; Recovery Rating Revised

             Senior Secured First-Lien Credit Facility

                                         To         From
                                         --         ----
                                         B          B+
        Recovery Rating                  3          2


SOUTHEAST PLUMBING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southeast Plumbing & Electrical, LLC
        2410 Vail Drive
        P.O. Box 640
        Denham Springs, LA 70727

Bankruptcy Case No.: 09-11552

Chapter 11 Petition Date: October 2, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  Steffes, Vingiello & McKenzie, LLC.
                  13702 Corsey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: avingiello@steffeslaw.com

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

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

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

            http://bankrupt.com/misc/lamb09-11552.pdf

The petition was signed by Jeff Meades, designated member of the
Company.


STONERIDGE INC: Acquires 51% of Bolton Conductive Systems
---------------------------------------------------------
Stoneridge, Inc. has signed an agreement to acquire a 51% equity
interest in Bolton Conductive Systems LLC, an electrical system
supplier based in Walled Lake, Michigan, for initial consideration
of US$5,865,000 and depending on BCS's performance in 2010, 2011
and 2012, additional consideration payments in 2011, 2012 and
2013.

Subject to the customary closing conditions, Stoneridge acquired a
51% equity interest in BCS and will have the option to purchase
the balance of BCS in 2013.  BCS designs and manufactures a wide
variety of electrical solutions for the military, automotive, and
marine and specialty vehicle markets.  Bolton Conductive Systems
has been focusing its resources on designing, manufacturing and
selling to Oshkosh, Force Protection, General Dynamics, AM General
and BAE in the military market which will complement Stoneridge's
efforts at Navistar.

"BCS has strong products and relationships and represents an
opportunity for Stoneridge to immediately expand our presence in
the military channel, which we believe has excellent strategic
growth potential and is a good long-term complement to our
existing business," said John C. Corey, president and chief
executive officer of Stoneridge.  "We expect to achieve synergies
from purchasing and manufacturing for wiring, instrumentation and
gauges derived from our scale and capabilities.  In addition we
will expand Stoneridge's product offering in the military channel
and draw on BCS's strengths from its contacts in the industry."

"By becoming part of Stoneridge's outstanding global organization,
we will be able to expand our capabilities and serve our customers
better," said William Bolton, president and founder of BCS.  "We
believe this combination is a good fit and will contribute to the
profitable growth of both operations."  Mr. Bolton will remain
BCS's president and chief executive officer through 2013.

Stoneridge also announced that it has amended its asset-based
credit facility.  The amendments will enable Stoneridge to acquire
the 51% equity interest and option to buy the remaining 49% of BCS
in 2013.  In addition Stoneridge has modified the asset-based
credit facility to allow certain foreign subsidiaries to become
non-borrowers under the credit agreement and permit certain
internal transactions that will facilitate the implementation of a
more efficient European cash management structure.

                    About Stoneridge, Inc.

Headquartered in Warren, Ohio, Stoneridge, Inc. --
http://www.stoneridge.com.-- is an independent designer and
manufacturer of highly engineered electrical and electronic
components, modules and systems principally for the automotive,
medium- and heavy-duty truck, agricultural and off-highway vehicle
markets. Additional information about Stoneridge can be found at

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 24, 2009, Standard & Poor's Ratings Services said it has
affirmed its 'B+' corporate credit rating on Warren, Ohio-based
Stoneridge Inc. and removed it from CreditWatch with negative
implications, where it had been placed on April 30, 2009.  The
outlook is negative.


TALECRIS BIOTHERAPEUTICS: S&P Lifts Corp. Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Research Triangle Park, North Carolina-
based biopharmaceutical company Talecris Biotherapeutics Inc. to
'BB' from 'B+' and removed the rating from CreditWatch, where it
was placed with positive implications on Sept. 21, 2009, following
the announcement of the IPO.  S&P also assigned a 'BB' senior
unsecured debt rating and a '4' recovery rating, indicating 30-50%
recovery, to Talecris' proposed $550 million senior unsecured
notes due 2016.  The outlook is stable.  The senior secured debt
and recovery ratings on the first and second lien term loans will
be withdrawn upon the completion of the refinancing.

"The rating actions reflect the significant deleveraging of
Talecris following its successful IPO and the company's much
improved operating performance over the past year," said Standard
& Poor's credit analyst Arthur Wong.  Offsetting this are concerns
regarding Talecris' lack of sales diversity, its position in the
blood plasma-derived pharmaceutical industry where it competes
against much larger players, and uncertainties with product
pricing.

The rating outlook is stable.  Near term concerns include the
uncertain impact to industry pricing from expanded product supply
and the need for the company to continue to execute in expanding
its production capacity, invest in R&D to add new indications, and
improve its margins.  Still, Talecris maintains a solid position
in a nearly $10 billion market whose drugs treat chronic and
severe diseases and the recent IPO has significantly lessened
financial pressures on the company.  If S&P gain confidence that
Talecris will execute on its growth plans, maintain adequate
liquidity, and sustain debt leverage below 3x, the ratings could
be raised over the next 18 to 24 months.  However, should Talecris
misstep in its expansion plans and suffer a margin contraction to
levels similar to that of 2007, leverage could drift above 3.0x,
and suggest a negative ratings action.  Private equity sponsors,
Cerberus (38% ownership share) and Ampersand Holding (13%)
collectively hold a 51% ownership stake in Talecris.  However, the
substantial public ownership of Talecris should serve as an
adequate deterrent to a sizable dividend payout.


TARRAGON CORPORATION: Gets Court's OK to Sell Stake in Block 112
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Tarragon Corporation and its debtor-affiliates to sell
their interests in Block 112 Development, LLC, free and clear of
liens, claims and interests to Ursa pursuant to Section 363(m) of
the Bankruptcy Code.

The Court ordered that the $2.5 million proceeds will wither be
(i) used to fund expenses consistent with the Court approved DIP
budget; (ii) distributed in accordance with a confirmed plan of
reorganization for Tarragon Development Corporation; or (iii)
distributed or used pursuant to further order of the Court.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TOUSA INC: Court Rules Citicorp Loans Were Fraudulent Transfers
---------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has held that the loans Citicorp North
America, as administrative agent, and certain prepetition lenders
extended to TOUSA Inc. and its affiliates barely six months before
the Petition Date were fraudulent transfers.

TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

In the Adversary Complaint the Committee initiated in July 2008
against Citicorp, Wells Fargo and the Senior Transeastern
Lenders, the Committee sought (1) to avoid and recover $500
million in liens granted pursuant to the July 2007 Loan
Transaction; (2) to recover $420 million paid in cash to prior
lenders to other Debtors whose loans were paid out as part of the
same loan transaction in which the challenged liens were granted;
and (3) to avoid as preferential the grant of a security interest
in a $207 million tax refund which was perfected less than 90
days before the Debtors' petitions were filed.

Judge Olson conducted a trial on the Committee Action in July and
August 2009.  He issued his final findings and judgment on
October 13, 2009.

Under his final findings, Judge Olson acknowledged that in the
July 2007 Loan Transaction, each Conveying Subsidiary incurred
obligations to repay the First and Second Lien Term Loans and
granted liens on their property to the First and Second Lien
Lenders to secure those obligations under Section 548 of the
Bankruptcy Code.  If those obligations are apportioned among the
TOUSA entities, $403 million in new obligations may be attributed
to the Conveying Subsidiaries, Judge Olson noted.  "The Conveying
Subsidiaries received, at most, minimal value in the July 2007
Transaction," he said.

Moreover, Judge Olson held that each of the Conveying Subsidiaries
was insolvent before the July 2007 Transaction and each was
rendered more deeply insolvent by the Transaction.  He averred
that the Committee has proven insolvency under the balance sheet
test through:

  (i) the testimony of the Committee's real estate expert,
      Charles Hewlett, and the Committee's accounting expert,
      Kevin Clancy, that show that each Conveying Subsidiary's
      debts exceeded the fair value of its assets on July 31,
      2007, before and after the July 31 Transaction; and

(ii) the analysis of the Committee's expert on business
      valuation, William Derrough, which demonstrated that TOUSA
      was insolvent on a consolidated basis and that each of the
      Conveying Subsidiaries was insolvent as well.

Judge Olson concluded that Mr. Hewlett is qualified to serve as
expert witness under Rule 702 of the Federal Rules of Evidence and
Rule 9017 of the Federal Rules of Bankruptcy Procedure.  Thus, the
Court denied Citicorp's and Senior Transeastern Lenders' motions
to exclude the Hewlett testimony in the record.  Similarly, the
Court Citicorp's request, as joined by Wells Fargo and the Senior
Transeastern Lenders, to exclude Mr. Derrough's testimony.

Upon review, Judge Olson found that the Committee has proven that
each Conveying Subsidiary was left after the July 2007 Transaction
with unreasonably small capital under Section 548(a)(B)(ii)(II) of
the Bankruptcy Code.  In addition to the Committee's evidence of
balance sheet insolvency, the documents and testimony of TOUSA
Chief Executive Officer Antonio Mon; his senior financial advisor,
David Kaplan; and TOUSA Chief Financial Officer Steve Wagman all
indicate that TOUSA and the Conveying Subsidiaries were
overleveraged at the time of the July 2007 Transaction and faced
considerable risk of failure as a result of the transaction, the
Court opined.

Judge Olson also averred the Committee has proven -- through the
testimony of Messrs. Mon, Kaplan and Wagman; analyses provided by
Messrs. Hewlett and Derrough; evidence of the market pricing of
TOUSA's debt; and TOUSA's actual inability to meet its financial
obligations shortly after the July 2007  Transaction -- that the
July 2007 Transaction left the Conveying Subsidiaries unable to
pay debts as they matured under Section 548(a)(1)(B)(ii)(III).

Judge Olson held that the defense of Citicorp and the other
lenders that the "savings clauses" of the term loans reduce the
obligations incurred and liens granted by the Conveying
Subsidiaries to the extent necessary to prevent their insolvency
is unpersuasive.  He explained that "savings clauses" purport to
amend liabilities and liens to make them "enforceable to the
maximum extent" permitted by law.  However, since the Conveying
Subsidiaries were insolvent even before the July 2007 Transaction
and received no value from that transaction, the liabilities and
liens cannot be enforced at all, Judge Olson said.  "Any
liability imposed on a Conveying Subsidiary, and any lien
securing that liability, would be avoidable under Section 548,
and in this context, the savings clauses have no effect at all,"
he opined.

Judge Olson further held that the Committee has proven that none
of the Conveying Subsidiaries received reasonably equivalent
value, whether directly or indirectly, in exchange for the
obligations and transfers.

The Court found that the First and Second Lien Lenders did not
act in good faith and were grossly negligent.  Evidence shows
that the First and Second Lien Lenders and Citicorp had far more
than sufficient notice of TOUSA's insolvency, based on objective,
publicly available information, Judge Olson said.  E-mails and
testimony of key Citicorp personnel involved in the transaction
also made clear that Citicorp had knowledge indicating that TOUSA
was likely insolvent and the Conveying Subsidiaries would not
receive reasonably equivalent value in the July 2007 Transaction.
Despite this knowledge, Citicorp did not undertake any
investigation at the solvency of any Conveying Subsidiary or the
value that any Conveying Subsidiary would receive in the
transaction, the Court noted.  "Citicorp's investigation of the
solvency of TOUSA on a consolidated basis was woefully lacking,"
Judge Olson commented.  He added that evidence demonstrates that
the First and Second Lien Lenders did not "take for value" and
did not "give value to the debtor."  In this light, the Court
opined that the First and Second Lien Lenders are not entitled to
preserve liens and obligations under Section 548(c).

Judge Olson also opined that AlixPartners LLP's opinion regarding
TOUSA's solvency was founded in methodologies that were seriously
flawed and was contingent on a $2 million fee if AlixPartners
opined that TOUSA was solvent.  "Because AlixPartners relied upon
TOUSA's unsupportable financial projections, AlixPartners'
opinion that TOUSA was solvent as of July 31, 2007 is not
credible."

The Court further held that TOUSA's CEO Mr. Mon had a strong
personal incentive to ensure that the July 2007 Transaction was
consummated.  TOUSA's Form 8-k filed on July 24, 2007, revealed
that half of Mr. Mon's target incentive bonus of $4.5 million was
contingent on the successful completion of the July 2007
Transaction.

The Senior Transeastern Lenders are entities for whose benefits
the July 2007 transfer was made.  The 2007 Loans and the liens
securing those Loans were undertaken to resolve the claims of the
Transeastern Lenders against TOUSA, Inc. and TOUSA Homes LP under
the Transeastern Settlement.  All parties to the July 2007
Transaction understood that the Senior Transeastern Lenders would
immediately receive more than $421 million of the loan proceeds.
Against this backdrop, Judge Olson held, the Committee has
established that it may recover from the Senior Transeastern
Lenders the value of the liens granted to the First and Second
Lien Lenders at the time of the transfer on July 31, 2007.  The
Senior Transeastern Lenders, the Court ruled, are not entitled to
recoupment to reduce the recovery to which the Conveying
Subsidiaries are entitled because those entities had and have no
obligations or duties to the Senior Transeastern Lenders.

Under the circumstances, Judge Olson opined that the payment to
the Senior Transeastern Lenders was a fraudulent transfer under
Section 548(a).  "There can be no serious doubt that if the
Conveying Subsidiaries had retained the borrowed funds, rather
than transferring those funds to the Senior Transeastern Lenders,
those funds would have been included within the Debtors' estates
when the petition was filed, thus ensuring that those funds,
along with other property of the Debtors, would be available to
creditors," he elaborated.  Thus, since the payment of the Senior
Transeastern Lenders was a transfer avoidable pursuant to Section
548, Section 550(a)(1) permits the Conveying Subsidiaries to
recover payments made to the Senior Transeastern Lenders, the
Court held.

As part of the July 2007 Transaction, the Debtors granted liens
on "general intangibles" to the First and Second Lien Lenders.
Similar liens were granted to the Revolver Lenders to secure
loans under the Second Amended Revolver Agreement executed on
July 31, 2007.  The date on which the Debtors "acquired rights
in" the federal income tax refund was January 1, 2008,
immediately after completion of the 2007 tax year.  Thus, Judge
Olson noted, the transfer occurred within the 90-day preference
period under Section 547(b)(4)(A), at a time when the Debtors
were presumed to have been insolvent.  He added that the transfer
was made to or for the benefit of the First and Second Lien
Lenders and the Revolver Lenders under Section 547(b)(1) on
account of the First and Second Lien Term Loans and the Revolver
Loans.  Based on the Liquidation Analysis appended to the
Debtors' November 12, 2008 Disclosure Statement, the net proceeds
of a high recovery were estimated to be $348,967,000; net
proceeds of a midpoint recovery were estimated to be
$258,143,000; net proceeds of a low recovery were estimated to be
$167,320,000.

If the First Lien creditors had not obtained liens on the tax
refund, they would have nearly $326 million in secured
claims, but the Debtors' estates would have only $141 million to
which their liens could attach -- assuming the highest of the
three estimates of net recovery offered in the Liquidation
Analysis, the Court pointed out.  "This analysis makes clear that
the liens on the tax refund, if not avoided, would enable the
First Lien creditors to recover more than they would receive if
(a) the case is a case under Chapter 7 of the Bankruptcy Code;
(b) the transfer had not been made; and (c) creditor received
payment of debt to the extent provided by the provisions of the
Bankruptcy Code," Judge Olson said.  "Thus, the Committee has
satisfied the requirements for avoiding the liens on the tax
refund pursuant to Section 547(b)," he averred.

Thus, pursuant to Sections 544 and 548 and under applicable New
York and Florida fraudulent transfer law, Judge Olson declared
that these obligations are avoided and related claims are
disallowed:

  -- All obligations of the Conveying Subsidiaries to the First
     and Second Lien Lenders arising from the July 2007
     Transaction;

  -- All claims of the First and Second Lien Lenders asserted or
     assertable against the Conveying Subsidiaries; and

  -- All liens granted by the Conveying Subsidiaries to secure
     those obligations and claims.

Pursuant to Section 550 and under applicable New York and Florida
fraudulent transfer law, Judge Olson ordered:

  (1) the First and Second Lien Lenders to disgorge to the
      Conveying Subsidiaries' estates any and all principal,
      interest, costs, expenses and other fees paid to the First
      and Second Lien Lenders' asserted claims or obligations
      against the Conveying Subsidiaries' estates.  All
      Disgorged Payments are to be wired into a Disgorgement
      Account on or before October 23, 2009; and

  (2) the Senior Transeastern Lenders to disgorge to the
      Conveying Subsidiaries' estates $403 million in principal
      amount, plus prejudgment interest, with those amounts to
      be wired into the Disgorgement Account on or before
      October 23, 2009.  The Senior Transeastern Lenders are
      also directed to disgorge prejudgment interest on the
      Senior Transeastern Disgorged Funds at the rate of the 9%
      per year, simple interest, for the period between July 31,
      2007 and October 13, 2009.

The Senior Transeastern Disgorged Funds will be distributed first
to the Conveying Subsidiaries on account of (i) transaction costs
incurred in connection with the consummation of the July 2007
Transaction; (ii) the costs incurred by the Debtors and the
Committee in connection with prosecuting the Committee Action,
including fees and expenses paid to attorneys, advisors, and
experts; and (iii) the diminution in the value of the liens
between July 31, 2007 and the date of the judgment in the
Committee Action, with any remaining funds to be distributed to
the First and Second Lien Lenders.

To permit estimation of the diminution in value of the liens
between July 31, 2007 and October 13, 2009, Judge Olson directs
the Debtors to produce on or before November 5, 2009, an
accounting of the value of the remaining assets of the Conveying
Subsidiaries that were subject to the avoided liens.

The Senior Transeastern Lenders may file a proof of claim against
TOUSA Inc. and TOUSA Homes L.P., provided that the proof of claim
must be filed by November 13, 2009.  If timely filed, the claim
will be allowed or disallowed in connection with the Debtors'
ongoing Chapter 11 cases.

Pursuant to Section 547(b), Judge Olson ruled that all liens
granted by the Conveying Subsidiaries, TOUSA Inc. and TOUSA Homes
LP on the federal tax refund of $207.3 million are avoided.  All
funds paid to the First Lien Lenders from the tax refund will be
disgorged to the Debtors, together with interest at the rate of
9% per year, simple interest, for the period between the date of
payment and October 13, 2009.

Judge Olson will conduct a status conference in the Committee
Action on October 26, 2009.

A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.pdf

                           Reactions

The Committee's counsel, Patricia Redmond, Esq., of Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A., in Miami,
Florida,  welcomed the Court's final ruling, saying it "will lead
to a substantially better recovery for creditors of TOUSA,"
according to Bloomberg News.

Bank of America, Corp. a Senior Transeastern Lender, will dispute
the Court's ruling and may file an appeal, BofA spokesperson
Shirley Norton told Bloomberg.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRONOX INC: Asks for March 31 Extension to Remove Actions
---------------------------------------------------------
Tronox Inc. and its units ask the Court, pursuant to Rule 9006(b)
of the Federal Rules of Bankruptcy Procedure, to further extend
the time within which they may file notices of removal with
respect to any actions that are subject to removal under Section
1452 of the Judiciary and Judicial Procedure.

Specifically, the Debtors propose to extend its removal deadline
under Rule 9027 to the earlier of:

   (a) March 31, 2010,

   (b) the effective date of a plan of reorganization,

   (c) the day that is 30 days after the entry of an order
       terminating the automatic stay provided by Section 362 of
       the Bankruptcy Code with respect to the particular action
       sought to be removed, or

   (d) with respect to certain Postpetition Actions, the time
       periods set forth in Rule 9027(a)(3).

The Debtors further request that the order be without prejudice
to (a) any position the Debtors may take regarding whether
Section 362 of the Bankruptcy Code applies to stay any actions;
and (b) the Debtors' right to seek future extensions of time to
remove any and all actions.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors are party to approximately 240 actions
pending in various state and federal courts and is represented by
many different law firms in these actions.  Moreover, additional
actions may be filed against the Debtors during the pendency of
their Chapter 11 cases, he says.  While Section 362(a) of the
Bankruptcy Code automatically stays many, if not all, of the
Actions pending against the Debtors, the Debtors are not yet
prepared to decide which, if any, Actions it will seek to remove,
Mr. Nash tells the Court.

The Debtors believe that the proposed time extension will provide
them with the necessary additional time to consider, and make
decisions concerning, the removal of any Actions.  Unless the
extension is granted, the Debtors believe they will not have
sufficient time to consider adequately whether removal of any of
the Actions is necessary.

The Court will consider the Motion on October 13, 2009, at 12:00
p.m. (Eastern Time).  Objections to the Motion are due on
October 9, 2009, at 4:00 p.m. (Eastern Time).

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Court Approves Rejectoin of Air Liquide Contract
------------------------------------------------------------
The Bankruptcy Court has allowed Tronox Inc. and its units to
reject their contract with Air Liquide Large Industries U.S. LP,
effective September 25, 2009.

Under the contract, Air Liquide provides the Debtors' Savannah,
Georgia titanium dioxide pigment production facility with oxygen,
nitrogen and nitrogen-rich gas.  Due to the suspension of titanium
dioxide operations at the Savannah facility, the Debtors no longer
require the Air Liquide contract.

The Court ordered the Debtors to pay any unpaid postpetition
amounts accruing through and including the Rejection Date in the
ordinary course of business.

Air Liquide, or its duly-authorized agent, is authorized to
remove any of its equipment from the Savannah Facility, provided
that Air Liquide or its duly-authorized agent provides reasonable
advance notice to the Debtors of the date and time of the
removal.  Air Liquide will have until the later of (a) March 2011
or (b) the time as Air Liquide is required pursuant to the terms
of the Air Liquide Contract to remove its equipment from the
Savannah Facility, provided, however, that Air Liquide will
remove its equipment from the Savannah Facility upon 90 days'
advance written notice from the Debtors.  The Debtors and Air
Liquide may mutually elect to extend the Removal Date.

The Debtors will allow continued electricity and natural gas
service to Air Liquide at the Savannah Facility, subject to
payment by Air Liquide for the service, to the extent required
by Air Liquide until any Removal Date.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Objects to Chatham County Ad Valorem Tax Claims
-----------------------------------------------------------
The tax commissioner of the local taxing authority for the County
of Chatham, Georgia filed Claim Nos. 47 and 48 asserting secured
claims in the amount $281,497 and $2,952,986 for ad valorem real
and personal property taxes for tax years 2008 and 2009 for the
Debtors' Savannah, Georgia plant and equipment, respectively.

The Debtors object to the Claims and ask the Court to reduce the
Claims and allowing the Claims in their reduced amount.  The
Debtors reduced the claim amount for Claim Nos. 47 and 48 and
suggest that correct claim amount of the Claims is in the
aggregate amount of $597,265.

The Debtors also ask the Court to:

  (a) authorize them to offset the excess amount of taxes
      already paid to the Taxing Authority against the Debtors
      liability on other accounts within the same jurisdiction
      for the same or other tax years, where the consequence of
      the Objection results in the Debtors' net tax liability
      being less than what they have already paid for a
      particular account;

  (b) extinguish any liens relating to the Debtors' liabilities
      addressed by this Objection upon payment of the reduced
      and allowed Tax Claims; and

  (c) stay any protests, administrative appeals or other
      proceedings previously commenced with state or local
      governmental entities involving any of the property or
      issues brought before the Court pending disposition of the
      Objection.

The Debtors complain that the assessment value the Taxing
Authority used to calculate the amount of its Tax Claims is
erroneous for a variety of reasons including, among other things,
the Tax Assessments were in excess of the appraisals provided by
third-party appraisers and they failed to take into account (a)
the distressed business environment in which the Debtors operated
in the years leading up to and during their Chapter 11 cases and
(b) the functional and external obsolescence in depreciation of
the assets to determine personal property values.

After conducting an initial review of the Tax Claims, the Debtors
suspected the claims were based upon overstated value
determinations resulting in excessive value assessments and,
consequently, excessive taxation of their property.  The Debtors
retained Assessment Technologies, Ltd. to further investigate
heir concerns.  In particular, ATL was retained to (a) conduct an
analysis as to the assessed values on the Debtors' property; (b)
identify instances of over-assessment and excessive taxation by
the Claimant and other taxing authorities; and (c) seek
appropriate reductions as warranted by applicable law.

James F. Hausman, Jr., a partner and the president of ATL,
disclose with the Court that ATL's analysis revealed significant
errors in the assessments of both real property accounts and
business personal property accounts based on several factors,
including: (a) appraisals provided by independent third party
appraisers; (b) the distressed business environment in which the
Debtors operated in the years leading up to the Chapter 11 cases;
(c) the condition of the facility; and (d) the absence of
functional and external obsolescence in the depreciation of the
Debtors' assets.

After reviewing the appropriate property values for assessments
purposes, ATL recalculated the amount of tax due in accordance
with applicable Georgia tax rates under to determine the revised
tax amount to the Tax Claims.

To the extent that a response is filed with respect to either Tax
Claim subject to the Debtors' Objection, and the Debtors are
unable to resolve the response prior to the hearing on the
Debtors' Objection, each Claim and the particular objection to
the Claim asserted herein should constitute a separate contested
matter as contemplated by Rule 9014 of the Federal Rules of
Bankruptcy Procedure.  The Debtors ask the Court that any order
entered by the Court with respect to an individual objection
asserted in the Objection should be deemed a separate order with
respect to each Claim.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUE TEMPER: Can't File Schedules and Statements by Nov. 8
----------------------------------------------------------
True Temper Sports Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
deadline to file their schedules of assets and liabilities, and
statement of financial affairs until Dec. 18, 2009.

The Debtors say that they need more time to compile information
from books, records, and documents related to the claims of a
substantial number of creditors as weel as their assets and
contracts.  The Debtors tell the Court that they will not be able
to file the schedules and statements on the Nov. 8, 2009, the
initial filing deadline.

A hearing is set for Oct. 30, 2009, at 9:30 a.m., to consider the
Debtors' request for extension.  Objections, if any, are due
Oct. 23, 2009.

                         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.


TRUE TEMPER: Proposes to Hire Mayer Brown as Attorney
-----------------------------------------------------
True Temper Sports Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Mayer Brown LLP as their attorney.

The firm has agreed to, among other things:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business;

   b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting action s on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved,
      and objecting to claims filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports and other legal papers in
      connection with the administration of the Debtors' estates;

   d) attend meeting s and negotiate with representatives of
      creditors and other parties in interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases; and

   e) perform any and all other legal services for the Debtors in
      connection with these Chapter 11 cases and in connection
      with implementation of the Debtors' plan of reorganization.

The firm's current billing rates are:

      Partners                    $515-$1065
      Counsel and Senior Counsel  $450-$810
      Associates                  $295-$655
      Paraprofessionals           $140-$315

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

                         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: Noteholders Files Second Amended Ch. 11 Plan
-----------------------------------------------------------------
BankruptcyData reports that Trump Entertainment Resorts' ad hoc
group of holders of 8 1/2% Senior Secured Notes due 2015 filed
with the U.S. Bankruptcy Court a Modified Second Amended Chapter
11 Plan and related Disclosure Statement.

As reported by the TCR on October 9, 2009, creditors of Trump
Entertainment are choosing between two competing plans.  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.

Trump Entertainment Resorts Inc. initially 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.


US AIRWAYS: Capt. Sully Sullenberger Flies Again
------------------------------------------------
US Airways announced that Capt. Chesley "Sully" Sullenberger, who
piloted Flight 1549 during its emergency water landing on the
Hudson River in January, is returning to work in a new role as a
management pilot.  In addition to his flying duties, Capt.
Sullenberger will join the US Airways flight operations safety
management team.

"We welcome Capt. Sullenberger back to work and are proud to have
him flying with us again as a member of the US Airways safety
management organization," said Chairman and CEO, Doug Parker.  "US
Airways is an industry leader when it comes to safety and Sully is
an excellent addition to the team."

"The months since January 15 have been very full, and my family
and I have had some unforgettable experiences," said Capt.
Sullenberger.  "However, I have missed working with my colleagues
at US Airways and I am eager to get back in the cockpit with my
fellow pilots in the months ahead.  In my new role, I will
continue to be the same kind of advocate for aviation safety that
I have been for several decades."

There will be a separate media advisory once the details of Capt.
Sullenberger's return to flight are confirmed.  A pre-announcement
of his return will be posted on Twitter @usairwaysnews.  Further
information about his return, or details about media access, are
not available at this time.

                 Reunited With Jeffrey Skiles

Capt. Sullenberger and First Officer Jeffrey Skiles will fly
together again on the occasion of Capt. Sullenberger's return to
the air in his new role as an active management pilot for US
Airways  (NYSE: LCC).  Following the first media availability in
New York, Capt. Sullenberger and First Officer Skiles will fly US
Airways Flight 1427 from LaGuardia Airport (LGA) to Charlotte,
N.C. (CLT).

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: September Traffic Shows 1.6% Drop in RPMs
-----------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced September, quarter
and year-to-date 2009 traffic results.  Mainline revenue passenger
miles (RPMs) for the month were 4.6 billion, down 1.6 percent
versus September 2008.  Capacity was 5.8 billion available seat
miles (ASMs), down 0.6 percent versus September 2008.  Passenger
load factor for the month of September was 79.3 percent, down 0.8
points versus September 2008.

US Airways President Scott Kirby said, "Our September consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) decreased approximately 15 percent versus the same period
last year while total revenue per available seat mile decreased
approximately 14 percent on a year-over-year basis.  We continue
to see positive revenue trends with strong close-in bookings and
improving yields."

For the month of September, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 87.9 percent with a completion factor of 99.5 percent.

These summarizes US Airways Group's traffic results for the
month, quarter and year-to-date ended September 30, 2009 and
2008, consisting of mainline operated flights, as well as US
Airways Express flights operated by wholly owned subsidiaries PSA
Airlines and Piedmont Airlines.

                      US Airways Mainline
                           September

                                  2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,342,826   4,585,019      (6.8)
Atlantic                       1,060,741     905,675      17.1
Latin                            163,865     151,179       8.4
                                ---------   ---------
Total                          4,567,432   4,641,873      (1.6)

Mainline Available Seat Miles (000)

Domestic                       4,173,176   4,434,550      (5.9)
Atlantic                       1,360,708   1,150,492      18.3
Latin                            224,216     207,889       7.9
                                ---------   ---------
Total                          5,758,100   5,792,931      (0.6)

Mainline Load Factor (%)

Domestic                            80.1        80.8  (0.7) pts
Atlantic                            78.0        78.7  (0.7) pts
Latin                               73.1        72.7   0.4  pts
                                ---------   ---------
Total Mainline Load Factor          79.3        80.1  (0.8) pts

Mainline Enplanements

Domestic                       3,452,039   3,750,181  (8.0)
Atlantic                         262,724     232,826  12.8
Latin                            133,175     127,227   4.7
                                ---------   ---------
Total Mainline Enplanements    3,847,938   4,110,234  (6.4)

                         QUARTER TO DATE

                                  2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      11,390,091  12,423,390  (8.3)
Atlantic                       3,470,654   2,944,150  17.9
Latin                            858,804     902,571  (4.8)
                               ----------  ----------
Total                         15,719,549  16,270,111  (3.4)

Mainline Available Seat Miles (000)

Domestic                      13,437,438  14,736,533  (8.8)
Atlantic                       4,236,925   3,570,134  18.7
Latin                          1,044,056   1,095,670  (4.7)
                              ----------  ----------
Total                         18,718,419  19,402,337  (3.5)

Mainline Load Factor (%)

Domestic                        84.8         84.3      0.5  pts
Atlantic                        81.9         82.5     (0.6) pts
Latin                           82.3         82.4     (0.1) pts
                              ----------  ----------
Total                            84.0         83.9      0.1  pts

Mainline Enplanements

Domestic                     11,470,993   12,557,150  (8.6)
Atlantic                        869,430      755,894  15.0
Latin                           708,860      754,524  (6.1)
                              ----------   ----------
Total                        13,049,283   14,067,568  (7.2)

                          YEAR TO DATE

                                 2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      33,731,485  36,780,609  (8.3)
Atlantic                       7,457,003   6,857,642   8.7
Latin                          3,365,274   3,313,929   1.5
                               ----------  ----------
Total                         44,553,762  46,952,180  (5.1)

Mainline Available Seat Miles (000)

Domestic                      40,127,094  44,411,571  (9.6)
Atlantic                       9,573,992   8,710,260   9.9
Latin                          4,306,488   4,002,003   7.6
                               ----------  ----------
Total                         54,007,574  57,123,834  (5.5)

Mainline Load Factor (%)

Domestic                        84.1         82.8      1.3  pts
Atlantic                        77.9         78.7     (0.8) pts
Latin                           78.1         82.8     (4.7) pts
                              ----------  ----------
Total                           82.5         82.2      0.3  pts

Mainline Enplanements

Domestic                     34,285,300   37,555,837  (8.7)
Atlantic                      1,896,526    1,758,532   7.8
Latin                         2,717,080    2,699,464   0.7
                              ----------   ----------
Total                        38,898,906   42,013,833  (7.4)

                       US Airways Express
               (Piedmont Airlines, PSA Airlines)
                            September

                                2009        2008    % Change

Express Revenue Passenger Miles (000)
Domestic                        182,520     166,991     9.3

Express Available Seat Miles (000)
Domestic                        266,010     260,194     2.2

Express Load Factor (%)
Domestic                           68.6        64.2     4.4  pts

Express Enplanements
Domestic                        676,003     617,170     9.5

                       QUARTER TO DATE

                                 2009        2008   % Change

Express Revenue Passenger Miles (000)
Domestic                        580,349     576,108    0.7

Express Available Seat Miles (000)
Domestic                        822,939     842,214   (2.3)

Express Load Factor (%)
Domestic                           70.5        68.4    2.1 pts

Express Enplanements
Domestic                      2,148,183    2,081,739   3.2

                         YEAR TO DATE

                                 2009        2008   % Change

Express Revenue Passenger Miles (000)
Domestic                      1,607,593   1,660,700   (3.2)

Express Available Seat Miles (000)
Domestic                      2,377,324   2,462,984   (3.5)

Express Load Factor (%)
Domestic                           67.6        67.4    0.2 pts

Express Enplanements
Domestic                      5,949,592    5,952,629  (0.1)

              Consolidated US Airways Group, Inc.
                           September

                                 2009         2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,525,346    3,752,010    (6.0)
Atlantic                      1,060,741      905,675    17.1
Latin                           163,865      151,179     8.4
                              ----------   ----------
Total                         4,749,952    4,808,864    (1.2)

Consolidated Available Seat Miles (000)

Domestic                      4,439,186    4,694,744    (5.4)
Atlantic                      1,360,708    1,150,492    18.3
Latin                           224,216      207,889     7.9
                              ----------   ----------
Total                         6,024,110    6,053,125    (0.5)

Consolidated Load Factor (%)

Domestic                           79.4        79.9  (0.5) pts
Atlantic                           78.0        78.7  (0.7) pts
Latin                              73.1        72.7   0.4  pts
                              ----------  ----------
Total                              78.8        79.4  (0.6)   pts

Consolidated Enplanements

Domestic                      4,128,042   4,367,351    (5.5)
Atlantic                        262,724     232,826    12.8
Latin                           133,175     127,227     4.7
                              ----------  ----------
Total                         4,523,941   4,727,404    (4.3)

                        QUARTER TO DATE

                                  2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     11,970,440   12,999,498  (7.9)
Atlantic                      3,470,654    2,944,150  17.9
Latin                           858,804      902,571  (4.8)
                              ----------   ----------
Total                        16,299,898   16,846,219  (3.2)

Consolidated Available Seat Miles (000)

Domestic                     14,260,377   15,578,747  (8.5)
Atlantic                      4,236,056    3,570,134  18.7
Latin                         1,044,056    1,095,670  (4.7)
                              ----------   ----------
Total                        19,541,358   20,244,551  (3.5)

Consolidated Load Factor (%)

Domestic                           83.9         83.4   0.5  pts
Atlantic                           81.9         82.5  (0.6) pts
Latin                              82.3         82.4  (0.1) pts
                              ----------   ----------
Total Consolidated Load Factor     83.4         83.2   0.2  pts

Consolidated Enplanements

Domestic                     13,619,176    14,638,889 (7.0)
Atlantic                        869,430       755,894 15.0
Latin                           708,860       754,524 (6.1)
                              ----------    ----------
Total                        15,197,466    16,149,307 (5.9)

                         YEAR TO DATE

                                  2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     35,339,078   38,441,309  (8.1)
Atlantic                      7,457,003    6,857,642   8.7
Latin                         3,365,274    3,313,929  (5.0)
                              ----------   ----------
Total                        46,161,355   48,612,880  (5.0)

Consolidated Available Seat Miles (000)

Domestic                     42,504,418   46,874,555  (9.3)
Atlantic                      9,573,992    8,710,260   9.9
Latin                         4,306,488    4,002,003   7.6
                              ----------   ----------
Total                        56,384,898   59,586,818  (5.4)

Consolidated Load Factor (%)

Domestic                           83.1         82.0   1.1  pts
Atlantic                           77.9         78.7  (0.8) pts
Latin                              78.1         82.8  (4.7) pts
                              ----------   ----------
Total Consolidated Load Factor     81.9         81.6   0.3  pts

Consolidated Enplanements

Domestic                     40,234,892    43,508,466 (7.5)
Atlantic                      1,896,526     1,758,532  7.8
Latin                         2,717,080     2,699,464 (0.7)
                              ----------    ----------
Total                        44,848,498    47,966,462 (6.5)

US Airways is also providing a brief update on notable
company accomplishments during the month of September:

   * Completed an underwritten public stock offering, which
     included the sale of 26.3 million shares of common stock at
     a price of $4.75 per share, as well as the exercise of the
     overallotment option granted by the company for an
     additional 2.7 million shares at the same price.  The net
     proceeds from this transaction, including the exercise of
     the overallotment option, after transaction costs, was
     approximately $137 million and will be used for general
     corporate purposes.

   * Paid out a $100 bonus to the airline's more than 32,000
     employees for delivering top-three finishes among the ten
     largest U.S. airlines in both on-time performance and
     baggage handling for July as published in the DOT's Air
     Travel Consumer Report.

   * Unveiled the US Airways Envoy Suite, the airline's
     innovative trans-Atlantic business class seats that will
     make their debut on a new A330-200 aircraft this November.
     Customers traveling on flights offering the Envoy Suite
     will enjoy:

         -- A fully adjustable seat with lie-flat bed

         -- Direct aisle access from each Suite with all seats
            facing forward

         -- Generous personal space and stowage

         -- An easy-to-reach technology panel, including a 110-
            volt universal power outlet, satellite telephone and
            USB port

         -- State-of-the-art personal entertainment system with
            a 12.1" adjustable touch screen

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: To Webcast Financial Results on October 22
------------------------------------------------------
US Airways Group, Inc., will conduct a live audio webcast of its
third quarter 2009 financial results conference call with the
financial community on Oct. 22 at 1:00 p.m. EDT (10:00 a.m. PDT).

The webcast will be available to the public on a listen-only basis
at the company's Web site, www.usairways.com.  An archive of the
webcast will be available on the site through Nov. 23.  Listeners
to the webcast will need a current version of Windows MediaPlayer
software and at least a 28.8 kbps connection to the Internet.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


UTGR INC: Takes Out Sunday Race Betting
---------------------------------------
Court documents say that UTGR Inc.'s Twin River slot parlor has
stopped offering simulcast race betting on Sundays as the gambling
venue continues to conserve cash in advance of its sale.
According to court documents, a Twin River lawyer told a
representative for the slot parlor's parimutuel clerks that they
will no longer get overtime pay on Sundays because the venue is
discontinuing simulcast betting.

WPRI relates that Twin River could have a new deal with its
greyhound owners.  The report states that a bankruptcy court
hearing was set for Tuesday to discuss a preliminary agreement
reached last month.

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.


VISTEON CORP: Resolves U.S. Trustee Objection to PwC Work
---------------------------------------------------------
Visteon Corp. and its affiliates are seeking the Court's authority
to expand the scope of PricewaterhouseCoopers LLP's services to
include certain tax services nunc pro tunc to August 12, 2009.

The Debtors have determined that they are in need of additional
tax services.  Specifically, the Debtors have asked PwC to
provide:

  (a) an analysis of cancellation of indebtedness, and
      allocation of the COD to the appropriate members of the
      U.S. consolidated federal tax group in determining the
      impact to the reduction of the Visteon's tax attributes
      under IRC Sec. 108, IRC Sec. 1017 and IRC Reg. Sec.
      1.1502-28;

  (b) a computation of stock and inside tax basis of the various
      Visteon entities to determine the impact of the COD and
      allow for appropriate tax planning;

  (c) an analysis of the tax attributes available after
      emergence, and the potential limitation on the use of
      those attributes under IRC Sec. 382 and IRC Sec. 383;

  (d) an analysis of various planning initiatives being
      considered in connection with Visteon's emergence from
      bankruptcy; and

  (e) assistance with domestic, international, state and local
      tax matters associated with Visteon's planned
      reorganization under Chapter 11.

The Debtors relate that they have received informal comments from
the office of the U.S. Trustee regarding their request to expand
the scope of employment of PwC.  The Debtors inform the Court that
the concerns of the U.S. Trustee have been resolved.

The Debtors prepared a revised form of the proposed PwC
Supplemental Order, reflecting these indemnification provisions:

  (a) PwC will not be entitled to indemnification, contribution,
      or reimbursement pursuant to the Supplemental Engagement
      Letter for services, unless those services and the
      indemnification, contribution, or reimbursement are
      approved by the Court;

  (b) The Debtors will have no obligation to indemnify PwC, or
      to provide contribution or reimbursement to PwC, for any
      claim or expense that is either (i) judicially determined
      to have arisen from PwC's gross negligence or willful
      misconduct, (ii) for a contractual dispute in which the
      Debtors allege the breach of PwC's contractual obligations
      unless the Court determines that indemnification,
      contribution, or reimbursement would be permissible, or
      (iii) settled prior to a judicial determination as to
      PwC's gross negligence or willful misconduct, but
      determined by the Court to be a claim or expense for which
      PwC should not receive indemnity, contribution or
      reimbursement;

  (c) If, before the earlier of (i) the entry of an order
      confirming a Chapter 11 plan, and (ii) the entry of an
      order closing the Debtors' Chapter 11 cases, PwC believes
      that it is entitled to the payment of any tax amounts by
      the Debtors on account of the Debtors' indemnification,
      contribution or reimbursement, PwC must file an
      application with the Court, and the Debtors may not pay
      those amounts to PwC without the Court's order.

                         *     *     *

Judge Sontchi has approved the Debtors' request to expand the
scope of employment of PwC to provide tax services nunc pro tunc
to August 12, 2009.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Sierra & Fair Harbor Buy Claims
---------------------------------------------
In separate Court filings on September 29, 2009, five of Visteon
Corp.'s creditors notified the Court that they intend to
transfer each of their claims to either Sierra Liquidity Fund LLC
or Fair Harbor Capital LLC:

Transferor                   Transferee          Claim Amount
----------                   ----------          ------------
Eddleman Industries, Inc.    Sierra Liquidity
                              Fund, LLC                 $1,428

Pratt Industries Jackson     Sierra Liquidity
                              Fund, LLC                  2,646

Winston Neweb Corporation    Fair Harbor Capital,
                              LLC                       18,975

Winston Neweb Corporation    Fair Harbor Capital,
                              LLC                       18,975

Winston Neweb Corporation    Fair Harbor Capital,
                              LLC                       19,846

Docter Optics GMBH           Fair Harbor Capital,
                              LLC                       30,812

Kamax GB Dupont L.P.         Fair Harbor Capital,
                              LLC                       14,856

Kamax GB Dupont L.P.         Fair Harbor Capital,
                              LLC                       24,980

Eddleman Industries, Inc. -  Sierra Liquidity Fund,
SupplyOne Tucson, Inc.       LLC                        1,428

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins Nod to Expand Scope of E&Y Work
--------------------------------------------------
The Bankruptcy Court authorized Visteon Corp. and its units to
expand the scope of employment of Ernst & Young LLP.

Prior to the entry of the Court's order, the Debtors' counsel
certified to the Court that no objection was filed as to the
Debtors' supplemental request.

the Debtors determined that they need additional
services from E&Y.  Specifically, the Debtors relate that they
have asked E&Y to perform:

   -- bankruptcy tax services;

   -- integrated tax refund review services for the state of
      Michigan;

   -- routine on-call advice; and

   -- fresh start advisory and process services and valuation
      services.

The Debtors thus sought, on September 3, 2009, the Court's
authority to expand the scope of E&Y's services, specifically (i)
to provide tax services nunc pro tunc to Aug. 4, 2009, and, (ii)
to provide accounting and valuation services nunc pro tunc to
September 1, 2009.

E&Y is contemplated to provide these additional Bankruptcy Tax
Services:

  (a) Assist client personnel in developing an understanding of
      the tax issues and options related to the Chapter 11
      filing;

  (b) Advise and assist on the federal, international, state,
      and local income tax consequences of proposed plans of
      reorganization, including, if necessary, assisting in the
      preparation of IRS ruling requests regarding the tax
      consequences of alternative reorganization structures and
      tax opinions;

  (c) Understand reorganization or restructuring alternatives
      client is evaluating with existing bondholders and other
      creditors that may result in a change in the equity,
      capitalization or ownership of the shares of client and
      its assets;

  (d) Gather information, prepare calculations and apply the
      appropriate federal, state, and local tax law to historic
      information regarding changes in ownership of Visteon
      Corporation's stock to calculate whether any of the shifts
      in stock ownership may have caused an ownership change
      that will restrict the use of tax attributes and the
      amount of any limitation;

  (e) Prepare calculations and apply the appropriate federal,
      international, state, and local tax law to determine the
      amount of tax attribute reduction related to debt
      cancellation income and modeling the tax consequences of
      that reduction;

  (f) Assist with income tax accounting pursuant FAS 109 and
      Fresh Start accounting and tax compliance;

  (g) Analyze federal, state, and local tax treatment of the
      costs and fees incurred by the client in connection with
      the bankruptcy proceedings, including tax return
      disclosure and presentation;

  (h) Analyze federal, state, and local tax treatment of
      interest and financing costs related to debt subject to
      the automatic stay, and new debt incurred as the client
      emerges from bankruptcy including tax return disclosure
      and presentation;

  (i) Analyze federal, international, state, and local tax
      consequences of restructuring and rationalization of
      inter-company accounts, including transfer pricing and
      related cash management;

  (g) Analyze federal, international, state, and local tax
      consequences of restructuring in the U.S. or
      internationally during bankruptcy, including tax return
      disclosure and presentation;

  (k) Analyze federal, international, state, and local tax
      consequences of potential bad debt and worthless stock
      deductions, including tax return disclosure and
      presentation;

  (1) Analyze federal, state, and local tax consequences of
      employee benefit plans;

  (m) Assist with various tax issues arising in the ordinary
      course of business while in bankruptcy, including, without
      limitation, IRS or state and local tax examinations, sales
      and use taxes issues, property tax issues, state and local
      income/franchise tax issues, and employment tax issues;

  (n) Assist and advise regarding the validity and amount of
      bankruptcy tax claims or assessments;

  (o) Assist and advise in securing tax refunds;

  (p) Assist Visteon with various property tax matters,
      including assisting with the evaluation and estimation,
      for property tax purposes, of the fair market values of
      assets, review of property tax assessments and claims
      assigned by the taxing authorities, and assisting with the
      evaluation of any assessments presented to Visteon
      Corporation by the taxing authorities; and

  (q) Provide documentation, as appropriate or necessary, of tax
      matters, of tax analysis, opinions, recommendations,
      conclusions and correspondence for any proposed
      restructuring alternative, bankruptcy tax issue, or other
      tax matter.

E&Y will also be tasked to provide these Integrated Tax Refund
Review Services:

  (a) Employment Tax: E&Y will review the Visteon's relevant tax
      information to taxes previously identify potential refund
      opportunities and other tax reductions of paid due to
      substantive errors in reporting transactions, changes in
      workforce, wage base duplication, or other misapplication
      of the law to the facts for the State Michigan for the
      periods January 1, 2006 through December 31,2008.

  (b) Property Tax: E&Y will review the Visteon's relevant real
      and personal property tax information for potential refund
      opportunities and other tax reductions with respect to
      previously paid tax or currently assessed property in the
      State of Michigan for the years beginning with the 2007
      tax year through 2009 tax year.  Refunds and reductions
      may arise from, without limitation, the identification of
      classification changes, unrecognized disposals,
      exemptions, or valuation adjustments.

  (c) Single Business Tax: E&Y will review the Visteon's
      relevant tax and incentive information for potential
      Single Business Tax refund opportunities and other tax
      reductions of tax previously paid on prior filed returns
      for the years January 1, 2005 through December 31, 2007.
      Refunds and reductions may arise from, without limitation,
      the identification of return corrections, apportionment
      adjustments, underutilized credits, and other favorable
      filing elections.

  (d) Sales/Use Tax: E&Y will review the Visteon's relevant tax
      information for potential refund opportunities and other
      tax reductions of taxes previously paid to sales/use taxes
      paid in the State of Michigan for overpayments and returns
      filed for tax periods beginning in 2005 through May 2009.
      Refunds and reductions may arise from, without limitation,
      the identification of return corrections, exempt
      transactions, and appropriate nexus.  Vendor claims of
      $1,000 or less are excluded from the scope this
      engagement.

E&Y will also provide Routine On-Call Advice comprised of tax
advice and assistance, concerning issues requested by the Debtors
when those projects are not covered by a separate Statement of
Work and do not involve any significant tax planning or projects.

E&Y will also be asked to provide Fresh-Start Accounting and
Valuation Services comprised of services related to the Debtors'
emergence from Chapter 11 bankruptcy protection.  The scope of
those services will include assistance related to fair value
allocation and the valuation of Visteon Corporation's assets.
Also, generally, E&Y will perform these tasks in its valuation
analysis:

  (a) Perform interviews with senior management;

  (b) Give consideration to applicab1e economic, industry, and
      competitive environments, including relevant historical
      and future estimated trends;

  (c) Apply the Income, Market, or Cost Approaches to value
      using, where appropriate, financial data that is based on
      a market participant perspective; and

(d) Prepare a narrative report summarizing the methodologies
     employed in the E&Y analysis, the assumptions on which that
     analysis was based, and E&Y's recommendations of fair
     value.

E&Y's applicable hourly rates for the performance of the
Bankruptcy Tax Services and the Routine On-Call Advice Services
are:

                                                      Hourly
  Level                                               Rates
  -----                                               -----
  Partner/Principal/Executive Directors-National      $625
  Partner/Principal/Executive Directors-Local         $550
  Senior Manager                                      $470
  Manager                                             $385
  Senior                                              $300
  Staff                                               $185

The Debtors relate that fees for professional services rendered
pursuant to the Routine On-Call Advice Services are not expected
to exceed $25,000.

E&Y's fees for the performance of the Integrated Tax Refund
Review services will be comprised of a findings-based fee that is
the lesser of (a) 25% of Refunds identified by E&Y, obtained, and
finally determined by any governmental authorities, including a
state court, or (b) these hourly fees:

                                                      Hourly
  Level                                               Rates
  -----                                               -----
  Partner/Principal/Executive Directors-National     $1,200
  Partner/Principal/Executive Directors-Local        $1,050
  Senior Manager                                       $910
  Manager                                              $750
  Senior                                               $575
  Staff                                                $350

E&Y's hourly rates for the performance of the Fresh-Start
Accounting and Valuation Services are:

                                Rates for         Rates for
  Level                      Fresh Start Acctg  Valuation Servs
  -----                      -----------------   ---------------
  Partner/Principal              $300-$360         $400-$450
  Senior Manager                 $240-$288         $325-$375
  Manager                        $190-$228         $250-$300
  Senior                         $140              $175-$225
  Staff                          $105              $125-$150
  CSA                            $60               $75

E&Y assures the Court that it is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code as required
by Section 327(a) of the Bankruptcy Code.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


W R GRACE: Adage Intends to Purchase Equity Securities
------------------------------------------------------
Adage Capital Partners, LP, discloses in a Court filing that it
intends to purchase, acquire or otherwise accumulate one or more
shares of the equity securities of W.R. Grace & Co., or obtain an
option with respect to those securities.

Adage Chief Operating Officer Daniel Lehau specifies that Adage
proposes to purchase, acquire or otherwise accumulate 2,537,000
shares of Equity Securities or an Option with respect to 0 shares
of the Equity Securities.

Adage currently beneficially owns 2,463,900 shares of the Equity
Securities of the Company.  If the Proposed Transfer is permitted
to occur, Adage will beneficially own 5,000,900 shares of Equity
Securities after the transfer, Mr. Lehau notes.

If the Debtors file an objection, the Proposed Transfer will not
be effective unless approved by the Court, and not subject to
appeal, modification, stay, or reconsideration.  Absent an
objection, however, the Proposed Transfer may proceed specifically
as set forth in the Notice.

Adage's Notice is pursuant to the January 2005 Order limiting
certain transfers of W.R. Grace's equity securities.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W R GRACE: Court Approves Fees for January to March Work
--------------------------------------------------------
The Bankruptcy Court allowed the fee applications of these
professionals retained in W.R. Grace & Co., Inc.'s Chapter 11
cases for the period from January 1 through March 31, 2009:

Professional                                    Fees    Expenses
------------                                    ----    --------
Anderson Kill & Olick, P.C.                 $750,505      $7,987
David T. Austern                               9,300           0
Janet S. Baer, P.C.                          189,125       3,866
Baker Donelson Bearman Caldwell & Barowitz   120,000         323
Beveridge & Diamond, P.C.                     72,950         564
Bilzin Sumberg Dunn Baena Price & Axelrod    233,273      44,230
Blackstone Advisory Services L.P.            400,000       2,763
BMC Group                                    175,217       8,919
Buchanan Ingersoll & Rooney PC                67,892         137
Campbell & Levine, LLC                       112,618      16,815
Caplin & Drysdale, Chartered                 916,283      52,305
Capstone Advisory Group, LLC                 181,278         688
Casner & Edwards LLP                          65,478      46,924
Charter Oak Financial Consulting LLC          68,580           3
Day Pitney LLP                                30,747           4
Duane Morris LLP                             115,412       3,153
Ferry Joseph & Pearce, P.A.                   90,249       5,239
Foley Hoag LLP                                70,516       4,432
Hamilton Rabinovitz & Alschuler, Inc.          2,812           0
Kirkland & Ellis LLP                      10,198,760   2,964,767
Kramer Levin Naftalis & Frankel LLP          197,494       5,059
Legal Analysis Systems, Inc.                 269,270           0
Nelson Mullins Riley & Scarborough LLP        20,213         141
Ogilvy Renault LLP                          C$57,332       C$925
Orrick, Herrington & Sutcliffe LLP         1,495,903      56,047
Pachulski Stang Ziehl & Jones LLP            137,677     133,597
Phillips Goldman & Spence, P.A.               56,699       2,764
Piper Jaffrey & Co.                          100,000         144
PricewaterhouseCoopers LLP                 1,171,927      27,102
PricewaterhouseCoopers LLP (Advisory Proj)   149,994      17,492
Reed Smith LLP                               476,666     211,601
Alan B. Rich                                 114,425       9,694
Alexander M. Sanders, Jr.                     27,410       2,313
Steptoe & Johnson LLP                        113,102         712
Stroock & Stroock & Lavan LLP                433,438       7,356
Towers Perrin Tillinghast                      4,167           0
Tre Angeli LLC                               150,000         485
Warren H. Smith & Associates, P.C.            43,491         951
Woodcock Washburn LLP                         52,906         409

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W R GRACE: GCWW & Analytical Svcs. Transfer Claims to Fair Harbor
-----------------------------------------------------------------
In separate notices, Greater Cincinnati Water Works and Analytical
Services, Inc., informed the Court and parties-in-interest that
for the period within October 2 and 6, 2009, they transferred
claims in disclosed amounts to Fair Harbor Capital, LLC.  All
information relating to the Claim must be sent to:

   Fair Harbor Capital, LLC
   Ansonia Finance Station
   P.O. Box 237037
   New York, NY 10023

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WCI COMMUNITIES: Exceeding Reorganization Plan Goals
----------------------------------------------------
Since emerging from Chapter 11 reorganization, WCI Communities,
Inc., is exceeding key goals of its Plan of Reorganization.  "Most
significant is the fact we have paid down over $60 million, which
is 20% of our senior secured term loan, in the past 40 days.  We
are executing well on a plan that will generate significant cash
flow and provide the company with flexibility to react to
opportunities once the Florida real estate market recovers," said
David Fry, President and Chief Executive Officer.

"Our homebuilding, amenities and real estate services businesses
are each ahead of plan from both an earnings and cash-flow
perspective.  We have sold over 500 new homes since January 1, and
our amenities and real estate services businesses are both
operating in a positive cash-flow position," added Mr. Fry.

"Prudential Florida Real Estate Services, which includes real
estate brokerage, mortgage, title, home warranty and insurance, is
performing well largely due to the proactive and disciplined
approach taken by the management team once the market started to
decline in 2006.  They are currently on track to close 8,700
resale transactions in 2009.

"We are pleased that our plan to conservatively manage the
business is paying off.  A combination of controlling expenses
while continuing to sell inventory has brought us to this point,"
Mr. Fry concluded.

WCI has been creating amenity-rich, master-planned lifestyle
communities since 1946.  Florida-based WCI caters to primary,
retirement and second-home buyers in Florida, New York, New Jersey
and Connecticut.  WCI offers traditional and tower home choices
with prices from the low-$100,000s to more than $3 million. In
addition to homebuilding and development, WCI generates revenues
from its Prudential Florida Real Estate Services, mortgage and
title services, and its recreational amenities, as well as through
land sales and joint ventures.

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.

With WCI's emergence from bankruptcy, the Troubled Company
Reporter concludes coverage of WCI Communities until facts and
circumstances, if any, emerge that demonstrate financial or
operational strain or difficulty at a level sufficient to warrant
renewed coverage.


* Business Bankruptcies Rising Faster Than Individuals
------------------------------------------------------
Total bankruptcy filings in September almost reached the peak set
in March while commercial filings and reorganization petitions by
larger companies continued increasing at a rate higher than for
individuals, Bloomberg News' Bill Rochelle said, citing data
compiled from court records by Automated Access to Court
Electronic Records.  September had more than 125,000 total
bankruptcy filings.  Annualized, filings are on a pace to reach
1.44 million, or 31 percent more than the approximately 1.1
million for all of 2008.  Bankruptcies peaked in March and since
then bounced between 125,000 and 130,000 a month.


* Consumers Maxed Out but Debt Relief is Out There
--------------------------------------------------
As consumers with jobs continue to make strides in paying down
credit card debt, others are not so fortunate and find themselves
barely able to stay afloat.  Debt relief options explained.

The U.S. economy finds itself at a strange juncture: top
economists are mostly in agreement that the great recession has
ended -- yet the creation of jobs will lag behind and take
significantly longer to fully recover.  During this time period
consumers find themselves in a credit crunch like never before.

Credit Card Debt is being addressed by many like never before.
The Federal Reserve is reporting that overall consumer debt has
dropped for the 7th straight month.  The recession has been a real
eye-opener.  Yet others are sorely in need of help.  This is where
debt relief comes in.

Debt Relief comes in the form of many programs and services and
there really is no one-size fits all type of deal.  What works
best for one's circumstances and financial situation might not
necessarily work well for another's situation.  While many
consumers believe they are familiar with bankruptcy, many do not
have an understanding of the harmful repercussions of a bankruptcy
filing.

Bankruptcy causes the filer's credit score to hit an all-time low.
The bankruptcy will remain on the public record for up to a full
10 years in many states. During this time, obtaining any sort of
credit will be next to impossible.  They would be required to pay
heft deposits on any future home utilities ordered.  They would be
denied an apartment rental. And they could very well be denied a
job, as more employers are performing credit checks as part of
their routine job applicant screening process.

Debt Settlement however is able to achieve great reductions in
credit card debt -- without the collateral damage of a bankruptcy
filing.  This program works by a debt settlement firm negotiating
with the consumer's creditors in order to extract concessions in
the amount of debt that is owed.  In almost all cases, debt
settlement is able to achieve 50% reductions in credit card debt,
with 75% reductions in credit card debt a very real possibility.
This is true debt relief.


* Equifax Says Consumer Savings Higher as Debt Declines
-------------------------------------------------------
Consumers continue to fight the recession by saving more and
paying off debt; banks are responding with more careful lending;
and stressed homeowners increasingly are falling behind on
mortgages on their primary residence, according to the latest
Equifax Inc. Credit Trends Report, a summary of key economic
trends the company distributes to its customers every month.

Some of the key findings in the September report include:

Total consumer debt has been reduced by more than $440 billion,
down 3.8 percent from its peak in the third quarter of 2008.

The estimated consumer savings rate continued to be relatively
high at 3.71% in the third quarter - down from 4.74% in the second
quarter - but much higher than savings rates that were as low as
1.30 percent as recently as the third quarter of 2008 and .20
percent in the first quarter of 2008.

Bankcard issuers continue to close accounts and reduce credit
lines.  Since September 2008, there are 88 million fewer accounts
and credit lines have been reduced by $751 billion.  Delinquency
rates also are the highest in five years with 4.36% of bankcard
accounts more than 60 days late in September 2009 compared with
3.39% in September 2008 and 2.80% in September 2007.

New accounts opened, based on end of July data, were 54% lower
than July 2008.  The percent of cards issued to those with Equifax
Risk Scores greater than 740 grew from about 28% in July 2007 to
more than 50 percent at the end of July this year.  Conversely,
the percent of cards issued to those with Equifax Risk Scores 660
and below dropped from 42% in July 2007 to slightly over 22
percent in July 2009.

Home mortgages at least 30 days late reached a record 7.65% (in
dollars) in September, up from 7.58% in August and 7.32 percent
the previous month.  This record rate is a significant increase
over the 5.17% rate of September 2008 and the 3.55% rate of
September 2007.

Home equity lines of credit are an estimated $65 billion lower in
September 2009 than they were in September 2008 and the number of
accounts is an estimated 754,000 lower.  Delinquency rates are at
an all-time high of 3.39 percent versus 2.66% in September 2008
and 1.59% in September 2007.

Personal bankruptcies also continued to rise.  For the first nine
months of 2009, filings are 40% higher than last year.  Filings
have already exceeded one million compared with the 2008 year-long
total of 1.1 million.

"American consumers are making the most fundamental change in the
way they handle their finances we have seen in a decade," said
Dann Adams, president of Equifax's U.S. Consumer Information
System.  "They are conserving cash and reducing debt across the
board.  We haven't seen savings rates this high since shortly
after the third quarter of 2001 - just after 9-11 - when they were
at 3.25%.

"At the same time, high unemployment is being reflected in more
homeowners falling behind in their primary mortgages," Adams
added.  "As a result, banks and other financial institutions are
being much more careful in managing their risks.

"The data reflect an economy in transition with consumers doing
better with their financial management, but with many still
struggling in the face of high unemployment and restricted
credit."

Data for the Credit Trends Monitor Report is sourced from
Equifax's more than 200 million files of US consumers using
credit.  The personal savings rate information comes from
CreditForecast.com, which uses U.S. Bureau of Economic Analysis
data.

                         About Equifax

Headquartered in Atlanta, Georgia, Equifax, Inc. --
http://www.equifax.com/-- collects, organizes, and manages
various financial, demographic, employment, and marketing
information primarily in the United States, Canada, the United
Kingdom, and Brazil.  The Company employs approximately 7,000
people in 15 countries and is a member of Standard & Poor's 500
Index.  The Company's common stock is traded on the New York Stock
Exchange under the symbol EFX.


* Hotel Foreclosures Triple in California as Visitors Stay Home
---------------------------------------------------------------
The number of California hotels that are in default or have been
foreclosed on jumped dramatically in the third quarter of 2009,
according to a new report by Atlas Hospitality Group, an Irvine-
based consulting and brokerage firm.  The Atlas analysis shows
that the number of hotels that were foreclosed on rose 213%, from
15 to 47 since the beginning of the year, while the number of
hotels in default increased 391%, from 53 to 260.

The Atlas report further shows that California has 2,779 rooms
that have been foreclosed on, up 455% for the year; the 27,893
California hotel rooms in default represent an increase of 426%
since the beginning of the year.

The report, which summarizes the California REO hotels by county
and by room count, follows Atlas forecasts earlier in the year
that said the state's hotel industry was facing a wave of
foreclosures as a result of the recession and financing woes
facing their owners. Alan Reay, president of Atlas Hospitality
Group, said earlier this year that the conditions in the state's
hotel market represented a "perfect storm" of circumstances that
portended "a very bleak outlook" for California's hotels.

That forecast has been borne out by the dramatic rise in
foreclosures and defaults, a trend that is expected to continue.
The hotel market's troubles also have been reflected in events
like San Clemente-based Sunstone Hotel Investors' decision earlier
this year not to make the June 1 payment on its $65 million
mortgage for the W Hotel in San Diego. That decision reflected a
"significant and continuing deterioration in demand for luxury
lodging," the REIT said at the time in choosing what it termed an
" elective default" on the mortgage. Sunstone also was involved in
another deal illustrating changing market conditions: the $19.3
million sale of its 292-room Marriott Riverside hotel in Riverside
to San Diego's Pinnacle Hotels group, a price that at the time
ranked among the lowest paid per-room for a full service Marriott
in the US, according to Atlas.

The new Atlas report shows that the largest hotel to be foreclosed
on in California is the 400-room St. Regis Monarch Beach Resort in
Dana Point. The California county with the most REO hotels is
Riverside with nine properties totaling 252 rooms.


* Unemployment Rises, September Job Losses Pass Projections
-----------------------------------------------------------
Payrolls declined 263,000 in September, Bloomberg News' Bill
Rochelle reported, citing an Oct. 2 report from the U.S.
Department of Labor.  Job losses in the report exceeded the median
forecast.  The unemployment rate rose from 9.7% to 9.8% while
working hours remained at a record low.


* Gary Kaplan Joins Farella Braun + Martel as Special Counsel
-------------------------------------------------------------
Farella Braun + Martel LLP welcomes Gary M. Kaplan as special
counsel in its San Francisco office, where he will concentrate on
bankruptcy, creditors' rights and commercial law.  Bringing nearly
20 years of experience in this practice area, Mr. Kaplan is a
Certified Legal Specialist in Bankruptcy Law by the State Bar of
California and is Board Certified in Business Bankruptcy Law by
the American Board of Certification.

"Gary's impressive track record of providing high quality,
creative legal services and commitment to public service make him
a natural fit with Farella," said Steve Lowenthal, Farella Braun +
Martel's managing partner.  "His expertise in bankruptcy,
insolvency and commercial reorganization issues adds even greater
depth to our Restructuring and Insolvency team."

Representing debtors, secured and unsecured creditors, creditors'
committees, and trustees in both out-of-court and Chapter 11
restructurings, Mr. Kaplan counsels on pre- and post-bankruptcy
strategy, debt collection, judgment enforcement and provisional
remedies.  In addition, he has negotiated a wide range of
financing transactions, including conventional revolving and term
loan credit facilities, debt issuances, leases, guarantees and
debtor-in-possession financing.

Mr. Kaplan also has substantial experience handling bankruptcy
cases for some of the country's leading corporations.  As co-lead
counsel for each of the debtors in the Chapter 11 cases of Pacific
Gas and Electric Company and Pacific Lumber Company, among the
largest bankruptcy cases ever filed in their respective
industries, he was instrumental in securing successful
reorganizations for both companies.  His other commercial clients
have included Longs Drug Stores, Pepsi-Cola, PMI Mortgage
Insurance Company, Toys "R" Us and Visa.

Mr. Kaplan was formerly with Howard Rice Nemerovski Canady Falk &
Rabkin, PC.  He serves on the Board of Directors of the Bay Area
Bankruptcy Forum and on the Bench-Bar Liaison Committee for the
U.S. Bankruptcy Court for the Northern District of California.  He
has been recognized in Northern California Super Lawyers four
times (including in 2009) and has been one of only a handful of
"recommended" attorneys in the San Francisco Bay Area by
Restructuring and Insolvency Handbook in each of the last 8 years.
An active volunteer in the Bay Area legal community, Kaplan is a
10-time recipient of the Bar Association of San Francisco's
"Outstanding Volunteer in Public Service" award and has been
recognized as an "Outstanding Volunteer in Public Service" by the
California State Senate for his consumer bankruptcy work.

Mr. Kaplan earned his J.D. from the University of California, Los
Angeles, School of Law (1991) and his B.S., magna cum laude, from
the University of Pennsylvania, Wharton School (1986).

Farella Braun + Martel -- http://www.fbm.com-- represents clients
throughout the United States and abroad in sophisticated business
transactions and high-stakes commercial, civil and criminal
litigation. Founded in 1962, the firm is headquartered in San
Francisco and maintains an office in the Napa Valley focused on
the wine industry.  Farella Braun + Martel lawyers are known for
their imaginative legal solutions, dynamism and intellectual
creativity. With an unwavering service ethic and interdisciplinary
team approach, the firm is committed to advancing clients'
objectives in the most effective, coordinated and efficient
manner.


* Greenberg Traurig Expands Atlanta Office; Cindy Davis Joins Firm
------------------------------------------------------------------
Greenberg Traurig, LLP disclosed that Cindy J.K. Davis has joined
its Atlanta office as a shareholder in the Financial Institutions
and Business Reorganization & Bankruptcy Practices.  Prior to
joining Greenberg Traurig, Davis was a partner with Paul Hastings.

Ms. Davis has practiced for almost 20 years in the areas of
finance and restructuring.  Ms. Davis focuses on structuring
complex credit transactions involving multi-currency facilities
and cross-border lending arrangements.  Ms. Davis represents
institutional lenders and borrowers in secured and unsecured
credit arrangements, as well as lenders and borrowers in
connection with debtor-in-possession financing and complex
intercreditor arrangements. Her clients include finance companies,
U.S. and foreign banks and their affiliated entities.

"We are delighted that Cindy has decided to join our firm," said
David Kurzweil, Chair of the Atlanta Financial Institutions
Practice."  Ms. Davis adds to our broad lending and restructuring
capabilities both in Atlanta and nationwide."

"We are excited about this opportunity to further expand our
Atlanta office," said Ted Blum, Managing Shareholder of Greenberg
Traurig's Atlanta office.  "Our office handles a great deal of
sophisticated lending and restructuring work, and Ms. Davis'
experience will further enhance the services we provide to our
clients."

"Joining Greenberg Traurig - a firm with wide-ranging resources, a
global footprint and a client base extending throughout the U.S.
and Europe - will enable me to more effectively and efficiently
serve my clients' needs," said Ms. Davis.

Ms. Davis has been recognized as a leading banking and finance
lawyer in the 2007, 2008 and 2009 editions of Chambers USA.  Ms.
Davis regularly speaks on various topics pertaining to the
financial community, has served as Director and President of the
Atlanta Chapter of The Women's Finance Exchange, and is on the
governing board of the Commercial Finance Association Education
Foundation.  Ms. Davis holds a J.D. from the University of Florida
Fredric G. Levin College of Law and a B.B.A. from the University
of Massachusetts Amherst.  Ms. Davis is admitted to practice in
Georgia and Florida.

The addition of Ms. Davis follows the addition of securities
litigator Terry R. Weiss to the Atlanta office earlier this year.

With more than 90 bankruptcy attorneys in offices located across
the United States, Greenberg Traurig's Business Reorganization &
Bankruptcy Practice is one of the country's largest.  The group's
attorneys have decades of experience handling the many complex
issues that arise in reorganizations, restructurings, workouts,
liquidations, distressed acquisitions and sales, and cross-border
proceedings.

                    About Greenberg Traurig

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an
international, full-service law firm with more than 1,800
attorneys and governmental affairs professionals in the United
States, Europe and Asia.  The firm was selected as the 2007 USA
Law Firm of the Year by Chambers and Partners.


* L.A. Construction Defect Conference Set on November 19
--------------------------------------------------------
Superior Court Judges Hon. Keith Davis of San Bernardino and Hon.
Stephen Sundvold of Orange County will appear on the faculty of
the "Construction Defect Litigation Update Conference"
November 19, 2009, at The City Club on Bunker Hill in Los Angeles.

The chairmen of the conference, attorneys Richard Glucksman of
Chapman, Glucksman, Dean, Roeb & Barger, APC of Los Angeles, and
Kenneth Kasdan, Kasdan Simonds Riley & Vaughan LLP of Irvine,
Calif. and Phoenix, Ariz., assembled a list of specialists from
the building and insurance industries, as well as from leading law
firms.

In a review of headlines posted recently by "Mealey's Litigation
Report: Construction Defects," a leading monitor of the litigation
published by LexisNexis, California cases have produced
settlements in matters involving subcontractors for US$15,000 in
one case and US$16,500 in another, while other cases with a
broader range of parties settled for US$55,000, US$525,000,
US$632,305, and US$1.3 million.

The conference provider, HB Litigation Conferences LLC, is
offering complimentary registrations to a limited number of in-
house counsel, recognizing the year's tighter corporate budgets.

Topics include:

   * emerging insurance market and new products;
   * key insurance coverage issues;
   * unique subcontractor matters;
   * foreclosures,
   * lender liability,
   * bankruptcy and insolvency;
   * litigation update;
   * right to repair statutes;
   * trials and mediation in a challenging economic world;
   * competing perspectives in tough economic times
     (featuring an in-house roundtable);
   * Chinese drywall; EFIS; and other advanced topics.

Speakers include counsel from the California Building Industry
Association, HDI-Gerling America Insurance Co., XL Insurance,
Willis Insurance Services, JPM Asset Management Corp., D.R. Horton
Inc., and ACE USA.  In addition to judges Davis and Sundvold,
Gerald Kurland and Bruce Edwards of JAMS and Arizona Judge Hon.
Pendleton Gaines will participate.

For more information about the Construction Defect Litigation
Update Conference or webcast:

   HB Litigation Conferences
  (484) 324-2755
  info@LitigationConferences.com, or
  www.LitigationConferences.com.

HB Litigation Conferences is a nationally certified provider of
continuing legal education conferences, webinars, teleconferences
and multi-media products in the areas of insurance, reinsurance,
toxic torts, asbestos, construction, products and financial
litigation.  Tom Hagy, HB's CEO, is former publisher of Mealey
Publication and vice president at LexisNexis.  Sharon Boothe, HB's
president, is former director of Mealey's Conferences and director
at LexisNexis.


* Madoff Insurance Litigation Focal Point of Dec. 2 Seminar
-----------------------------------------------------------
Attorneys from the law firms of Cozen O'Connor and Dickstein
Shapiro LLP have been selected to chair the December 2, 2009,
seminar -- "Madoff Insurance Litigation Conference," according to
HB Litigation Conferences, the producer of the event.  The program
will take place at The Concierge Conference Center in New York,
within blocks of Grand Central Station.

Richard J. Bortnick and Kevin Mattessich of Cozen O'Connor and
James Murray of Dickstein Shapiro are chairing the event, which
comprises five general sessions:

   * "Financial Institutions & Crime Policies."
      Sub-topics: feeder funds, funds of funds, accountants,
      investment advisors, attorney involvement, the SEC,
      early-paid investors.

   * "Ponzi Schemes - Causes of Action and Claims Alleged."
      Sub-topics: securities fraud, common law fraud,
      fraudulent / negligent misrepresentations, racketeering,
      conversion and unjust enrichment, breach of fiduciary and
      trustee duties, investment company and investor advisor
      act violations, negligence and gross negligence,
      preference payment claims under bankruptcy laws.

   * "Financial Institutions & Fidelity."  Sub-topics: fidelity
      bonds, discovery bonds, "loss sustained and discovered"
      form, "covered" employees, direct loss, alter ego, trading
      losses.

   * "E&O and D&O." Sub-topics: identifying the "insureds,"
      the claims, "wrongful acts," "professional services," loss,
      potential exclusions, fraud, profiteering, rescission,
      "other insurance" clauses, priority-of-payments clause,
      Side-A coverage, application representation, warranties.

   * "Other Potential Insurance Sources." Sub-topics:
      homeowners, umbrella, SIPC excess, CGL, pension and
      fiduciary wrongful acts, interrelated wrongful acts,
      related claims, exclusions.

For more information about the "Madoff Insurance Litigation
Conference" or webcast contact HB Litigation Conferences by phone
at:

  (484) 324-2755
  info@LitigationConferences.com, or
  www.LitigationConferences.com.

HB Litigation Conferences is a nationally certified provider of
continuing legal education conferences, webinars, teleconferences
and multi-media products in the areas of insurance, reinsurance,
toxic torts, asbestos, construction, products liability and
financial litigation.  Tom Hagy, HB's CEO, is former publisher of
Mealey Publication and vice president at LexisNexis.  Sharon
Boothe, HB's president, is former director of Mealey's Conferences
and director at LexisNexis.


* Omni Management Opens New Office in New York
-----------------------------------------------
Robert L. Berger, Managing Member and Founder of Omni Management
Group, LLC, disclosed the opening of their new office in Midtown
Manhattan, located at 1120 Avenue of the Americas.  "We are
delighted to be making this strategic geographic expansion," said
Mr. Berger, "because it just makes good sense for our clients and
our client's clients," continued Mr. Berger.

Omni Management Group, LLC, is a nationally recognized leader in
bankruptcy administrative services and is headquartered in Los
Angeles, California.  Since the firm's inception in 1969, Omni has
been involved in some of the largest and most successful complex
chapter 11 proceedings on both national and international levels,
with clients such as Owens Corning, Refco, Inc., Sizzler
Restaurant Corporation and Global Crossing.  Omni's services
include consulting on pre-petition preparations, case
administration document preparation, assistance with Trustee
reporting requirements, noticing, claims management, balloting and
tabulation, as well as disbursement services, and serving as a
post-confirmation Plan Administrator and Liquidating Agent.

"We have always taken great pride in our high standards of
personalized service and client responsiveness," said Mr.Berger.
"And, while we have long been involved with large-scale bankruptcy
transactions, the addition of an office in New York will only
enhance our ability to respond to the needs of our clients,"
continued Berger.

Omni's New York team will be led by Paul H. Deutch, Senior
Bankruptcy Consultant.  "Paul has represented both debtors and
creditors in some of the largest and most complex restructurings
nationwide, just a few examples of which include Lehman Brothers,
Enron Corp., Integrated Health Services, Inc., and M. Fabrikant &
Sons, Inc.," said Berger.  "His significant expertise will support
Omni's continuing expansion in the bankruptcy sector," continued
Mr. Berger.

"Omni has evolved over the course of the past 40 years, always
seeking to anticipate the needs of companies facing bankruptcy and
other restructuring actions.  In that respect, our foundation of
experience and commitment of resources has enabled us to develop
in-house technologies and customized, cost-effective solutions
that are unrivaled.  Most importantly, though, our innovations and
service make it possible for our clients to concentrate on what is
most important: reorganizing the business," said Mr. Berger.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re SUNRUG, INC.
   Bankr. D. Ariz. Case No. 09-23842
      Chapter 11 Petition filed September 24, 2009
         See http://bankrupt.com/misc/azb09-23842.pdf

In Re Colonial Guy Florida Inc.
   Bankr. M.D. Fla. Case No. 09-14507
      Chapter 11 Petition filed September 29, 2009
         Filed as Pro Se

In Re Gran Southern Land Development, LLC
   Bankr. M.D. Ala. Case No. 09-11999
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/almb09-11999.pdf

In Re Jerry Cleveland Creel
       aka Cleve Creel
   Bankr. M.D. Ala. Case No. 09-11998
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/almb09-11998.pdf

In Re Hopewell ATV, Inc
   Bankr. E.D. Ark. Case No. 09-17106
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/areb09-17106.pdf

In Re Elite Dyers and Finishing Inc
   Bankr. C.D. Calif. Case No. 09-36422
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/cacb09-36422.pdf

In Re Thomas E. Johnson, Sr.
      Joyce A. Johnson
   Bankr. M.D. Fla. Case No. 09-08256
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/flmb09-08256.pdf

In Re MDA Gourmet, LLC
   Bankr. S.D. Fla. Case No. 09-31134
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/flsb09-31134.pdf

In Re TOA Holdings, Inc.
   Bankr. N.D. Ga. Case No. 09-85614
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/ganb09-85614.pdf

In Re A.R. MacLellan Realty Trust
   Bankr. D. Mass. Case No. 09-44116
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/mab09-44116.pdf

In Re Jodi Rae Brennan
   Bankr. D. Minn. Case No. 09-36853
      Chapter 11 Petition filed September 30, 2009
         Filed as Pro Se

In Re WAGN Development of Alabama, LLC
       aka Salsarita's of Homewood, LLC
       aka Salsarita's Fresh Cantina
   Bankr. N.D. Miss. Case No. 09-15055
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/msnb09-15055.pdf

In Re 5002 One Love Incorporated
   Bankr. E.D. Pa. Case No. 09-17397
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/paeb09-17397.pdf

In Re Saundra L. Glass
   Bankr. E.D. Pa. Case No. 09-17408
      Chapter 11 Petition filed September 30, 2009
         Filed as Pro Se

In Re Barra Holdings, LLC
   Bankr. M.D. Tenn. Case No. 09-11213
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/tnmb09-11213.pdf

In Re Victor Jr. Apodaca
       dba Apodaca Bail Bonds
      Kirsten Apodaca
       aka Kris Apodaca
   Bankr. W.D. Tex. Case No. 09-32218
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/txwb09-32218.pdf

In Re Saratoga Food Group Nova, LLC
       a/k/a Saratoga Food Group NO-VA, LLC
   Bankr. E.D. Va. Case No. 09-74049
      Chapter 11 Petition filed September 30, 2009
         See http://bankrupt.com/misc/vaeb09-74049.pdf

In Re Magdalena C. Sonico
       dba Rosegarden Ventures
       dba East Whitton Manor
       fdba Rosedale Gardens
   Bankr. D. Ariz. Case No. 09-24722
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/azb09-24722.pdf

   In Re Rose M. Martin
          dba Rosegarden Ventures
          dba East Whitton Manor
          fdba Rosedale Gardens
      Bankr. D. Md. Case No. 09-24728
         Chapter 11 Petition filed October 1, 2009
            See http://bankrupt.com/misc/azb09-24728.pdf

In Re We Organize-U, Inc.
   Bankr. D. Ariz. Case No. 09-24677
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/azb09-24677.pdf

In Re Vinci Investment Co. Inc.
   Bankr. C.D. Calif. Case No. 09-33288
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/cacb09-33288.pdf

In Re Dakota Home Furnishing, Inc.
       dba The Panhandler
   Bankr. D. Colo. Case No. 09-30791
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/cob09-30791.pdf

In Re Jay Leslie Winik
      Deborah Mitchell Winik
   Bankr. D. Del. Case No. 09-13394
      Chapter 11 Petition filed October 1, 2009
         Filed as Pro Se

In Re Palm East Apartments, LLC
   Bankr. S.D. Fla. Case No. 09-31255
      Chapter 11 Petition filed October 1, 2009
         Filed as Pro Se

In Re Term City, Inc.
       dba Term City Furniture & Appliances Inc.
       dba Term City Furniture Appliance and Electronics
   Bankr. C.D. Ill. Case No. 09-83188
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/ilcb09-83188.pdf

In Re S. Wilson Enterprises, Inc.
   Bankr. D. Kans. Case No. 09-13250
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/ksb09-13250.pdf

In Re Brown Transportation, Inc.
   Bankr. W.D. Ky. Case No. 09-51149
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/kywb09-51149.pdf

In Re Aspen Beauty Academy, Inc.
   Bankr. D. Md. Case No. 09-28709
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/mdb09-28709.pdf

In Re CHERISH LLC
   Bankr. D. Nev. Case No. 09-28513
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/nvb09-28513.pdf

In Re Magic Motors, Inc.
   Bankr. D. N.J. Case No. 09-36157
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/njb09-36157.pdf

In Re Salvatore Giordano, III
      Bettina Giordano
   Bankr. D. N.J. Case No. 09-36199
      Chapter 11 Petition filed October 1, 2009
         Filed as Pro Se

In Re NPO International Nursing Services, Inc.
       dba Dillard House
   Bankr. E.D. Pa. Case No. 09-17503
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/paeb09-17503.pdf

In Re Night Club Partners LLC
   Bankr. W.D. Pa. Case No. 09-27279
      Chapter 11 Petition filed October 1, 2009
         See http://bankrupt.com/misc/pawb09-27279.pdf

In Re David Alan Development LLC
   Bankr. W.D. Wash. Case No. 09-20235
      Chapter 11 Petition filed October 1, 2009
         Filed as Pro Se

In Re Jeffrey K. Cade
   Bankr. D. Ariz. Case No. 09-24814
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/azb09-24814.pdf

In Re Gary Kayayan
   Bankr. C.D. Calif. Case No. 09-23058
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/cacb09-23058.pdf

In Re Reynaldo Felix Lopez
       dba El Zoro Market
      Silvia Lopez
       dba El Zoro Market
   Bankr. C.D. Calif. Case No. 09-36819
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/cacb09-36819.pdf

In Re Shannon Ovazine
   Bankr. C.D. Calif. Case No. 09-36858
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/cacb09-36858.pdf

In Re Bill's Liquor and Deli of Del Paso Bl., Inc
       dba Almond Tree Lounge
   Bankr. E.D. Calif. Case No. 09-41477
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/caeb09-41477.pdf

In Re 2341 Valley Road, LLC
   Bankr. N.D. Calif. Case No. 09-49350
      Chapter 11 Petition filed October 2, 2009
         Filed as Pro Se

In Re South Beach Restaurant Authority, LLC
       aka Apple
   Bankr. S.D. Fla. Case No. 09-31283
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/flsb09-31283.pdf

In Re Morgan's Charhouse, LLC
   Bankr. N.D. Ill. Case No. 09-36905
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/ilnb09-36905.pdf

In Re Raul Espinoza-Leon
       aka Raul De La Vega
       dba Leon Country Autos
       aka Raul Delavega
      Maria Rosa Martinez
   Bankr. N.D. Ind. Case No. 09-14531
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/indb09-14531.pdf

In Re Kaji LLC
       dba Kaji Japanese Grill
       dba Kaji, LLC
       dba Kaji Japanese Steak House
       dba Lee Nguyen, Director
   Bankr. N.D. Iowa Case No. 09-02916
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/ionb09-02916.pdf

In Re Boston Street Restaurant Group, Inc.
   Bankr. D. Md. Case No. 09-28840
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/mdb09-28840.pdf

In Re Erving Realty Corp.
       fka Contrans, Inc.
   Bankr. D. Mass. Case No. 09-31746
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/mab09-31746.pdf

In Re Maxx Towing Inc.
       dba Maxx Auto Shop
   Bankr. E.D. Mich. Case No. 09-70719
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/mieb09-70719p.pdf
         See http://bankrupt.com/misc/mieb09-70719c.pdf

In Re Caper Investments Inc.
   Bankr. D. Nev. Case No. 09-28594
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/nvb09-28594.pdf

In Re Franchise Kings of Atlantic City, Inc.
   Bankr. S.D.N.Y. Case No. 09-15964
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/nysb09-15964.pdf

In Re Quadco Precision, Inc.
   Bankr. S.D. Ohio Case No. 09-36221
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/ohsb09-36221.pdf

In Re Salon Thirty-Two, Inc.
   Bankr. E.D. Pa. Case No. 09-17525
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/paeb09-17525.pdf

In Re Melissa Gordon
       fka Melissa Glass
   Bankr. W.D. Wash. Case No. 09-20290
      Chapter 11 Petition filed October 2, 2009
         See http://bankrupt.com/misc/wawb09-20290.pdf

In Re Carol Rives Loring
   Bankr. D. Tenn. Case No. 09-11399
      Chapter 11 Petition filed October 3, 2009
         See http://bankrupt.com/misc/tnmb09-11399.pdf

In Re Marc Cohen Trucking, Inc.
   Bankr. C.D. Calif. Case No. 09-33516
      Chapter 11 Petition filed October 4, 2009
         See http://bankrupt.com/misc/cacb09-33516.pdf

In Re Eric Iljung Kim
   Bankr. C.D. Calif. Case No. 09-37028
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Kim Johnson
   Bankr. C.D. Calif. Case No. 09-36985
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/cacb09-36985.pdf

In Re Bolomark, Inc.
       dba Bodine Printing and Copy Center
   Bankr. M.D. Fla. Case No. 09-22573
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/flmb09-22573.pdf

In Re First Class CDL
   Bankr. M.D. Fla. Case No. 09-22598
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re 7171 Jonesboro Road Realty Group LLC
   Bankr. N.D. Ga. Case No. 09-86290
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Phyrell Rose Mills
       aka Phyrell R Mills
       aka Phyrell Garrett
   Bankr. N.D. Ga. Case No. 09-86392
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/ganb09-86392.pdf

In Re S.B. Brokers
   Bankr. N.D. Ga. Case No. 09-86284
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re THEODORE M. THORP, M.D., P.C.
   Bankr. D. Nev. Case No. 09-28720
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/nvb09-28720.pdf

In Re S & W General Contracting Inc.
   Bankr. D. N.J. Case No. 09-36448
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/njb09-36448.pdf

In Re Smells So Good, Inc.
   Bankr. S.D.N.Y. Case No. 09-37729
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/nysb09-37729.pdf

In Re Saundra L. Glass
   Bankr. E.D. Pa. Case No. 09-17569
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Gregory Franklin Services LLC
   Bankr. M.D. Pa. Case No. 09-07816
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Golf Outfitters LTD
   Bankr. D. S.C. Case No. 09-07475
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/scb09-07475.pdf

In Re Gregory Tyrone Johnson
       dba Johnson Realty Inspection
   Bankr. S.D. Tex. Case No. 09-37432
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Pemberly Partners, Ltd.
   Bankr. E.D. Tex. Case No. 09-43163
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/txeb09-43163.pdf

In Re K & SR Investments, Inc.
       dba Riverside Shell
   Bankr. N.D. Tex. Case No. 09-46362
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/txnb09-46362.pdf

In Re A-1 Superhead and Engines Inc.
   Bankr. S.D. Tex. Case No. 09-37506
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Foster and Hendricks Manufacturing, LLC
   Bankr. S.D. Tex. Case No. 09-37515
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Foster Investments LLC
   Bankr. S.D. Tex. Case No. 09-37511
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Okereke Inc.
   Bankr. S.D. Tex. Case No. 09-37480
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/txsb09-37480.pdf

In Re Alameda-Yarbrough Car Wash, L.P.
   Bankr. W.D. Tex. Case No. 09-32265
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/txwb09-32265.pdf

In Re Square Bar Waco LLC, Debtor
       aka Square Bar & Kitchen
   Bankr. W.D. Tex. Case No. 09-61154
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/txwb09-61154.pdf

In Re The Old Garden Shed LLC
   Bankr. D. Utah Case No. 09-30860
      Chapter 11 Petition filed October 5, 2009
         Filed as Pro Se

In Re Perez Investments LLC
   Bankr. E.D. Va. Case No. 09-18171
      Chapter 11 Petition filed October 5, 2009
         See http://bankrupt.com/misc/vaeb09-18171.pdf

In Re Thomas Anthony Procopio
      Mary Elizabeth Procopio
   Bankr. D. Ariz. Case No. 09-25149
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/azb09-25149.pdf

In Re OC1 BUSH LLC
   Bankr. C.D. Calif. Case No. 09-37133
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/cacb09-37133.pdf

In Re Sacramento Velasquez
      Christina Velasquez
   Bankr. C.D. Calif. Case No. 09-33654
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/cacb09-33654.pdf

In Re Best Fabrications, Inc.
   Bankr. M.D. Fla. Case No. 09-22658
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/flmb09-22658.pdf

In Re Hiram Development Group, LLC
   Bankr. N.D. Ga. Case No. 09-13602
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/ganb09-13602.pdf

In Re HotSauce Technologies, Inc.
   Bankr. N.D. Ga. Case No. 09-86632
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/ganb09-86632.pdf

In Re The Nemesis Group, LLC
   Bankr. N.D. Ga. Case No. 09-86645
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/ganb09-86645.pdf

In Re Barbara J. Kemp
   Bankr. N.D. Ill. Case No. 09-37089
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/ilnb09-37089.pdf

In Re DCR Transportation LLC
   Bankr. S.D. Ind. Case No. 09-93528
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/insb09-93528.pdf

In Re Garment Care Corporation
   Bankr. S.D.N.Y. Case No. 09-23857
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/nysb09-23857.pdf

In Re Grape Realty Inc.
   Bankr. S.D.N.Y. Case No. 09-23855
      Chapter 11 Petition filed October 6, 2009
         Filed as Pro Se

In Re Streamline Capital LLC
   Bankr. S.D.N.Y. Case No. 09-16008
      Chapter 11 Petition filed October 6, 2009
         Filed as Pro Se

In Re Meade Custom Homes, Inc.
   Bankr. E.D.N.C. Case No. 09-08683
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/nceb09-08683.pdf

In Re Seguros Joaquin Palerm, Inc.
   Bankr. D. P.R. Case No. 09-08524
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/prb09-08524.pdf

In Re Richard N. Oliveira
       CEO, Bright Future Enterprises LLC
   Bankr. D. R.I. Case No. 09-13957
      Chapter 11 Petition filed October 6, 2009
         Filed as Pro Se

In Re Trio Heavy Equipment Sales, Inc.
   Bankr. E.D. Tenn. Case No. 09-16428
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/tneb09-16428.pdf

In Re Shafer Plaza XVI, Ltd.
   Bankr. E.D. Tex. Case No. 09-43178
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/txeb09-43178.pdf

In Re Acme Realty Plaza 66, Ltd.
   Bankr. N.D. Tex. Case No. 09-36790
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/txnb09-36790.pdf

In Re Pham & Do Investments, Inc.
       dba Emery's Seafood
       dba Emery's Seafood Dock
   Bankr. S.D. Tex. Case No. 09-37625
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/txsb09-37625.pdf

In Re Real-Tek, L.P.
   Bankr. S.D. Tex. Case No. 09-37599
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/txsb09-37599.pdf

In Re Robert Owen Hunt
   Bankr. W.D. Tenn. Case No. 09-31052
      Chapter 11 Petition filed October 6, 2009
         See http://bankrupt.com/misc/tnwb09-31052.pdf

In Re Cain's Tree & Landscape, Inc.
   Bankr. S.D. Ala. Case No. 09-14669
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/alsb09-14669.pdf

In Re Slawomir Lobodzinski
   Bankr. C.D. Calif. Case No. 09-37332
      Chapter 11 Petition filed October 7, 2009
         Filed as Pro Se

In Re Hye Cuisine, Inc.
   Bankr. E.D. Calif. Case No. 09-19670
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/caeb09-19670.pdf

In Re Hibachi of Westminster, LLC
       aka Hibachi Japanese Steakhouse
       dba Taigun Japanese Restaurant
   Bankr. D. Colo. Case No. 09-31100
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/cob09-31100p.pdf
         See http://bankrupt.com/misc/cob09-31100c.pdf

In Re Mary L. Greene
   Bankr. E.D. Calif. Case No. 09-93245
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/caeb09-93245.pdf

In Re Michael Kenneth Nemee
       aka Trinitas Enterprises, LLC
       aka Trinitas Companies
      Michelle Seobhan McKee Nemee
       aka Nemee Equipment
   Bankr. E.D. Calif. Case No. 09-93249
      Chapter 11 Petition filed October 7, 2009
         Filed as Pro Se

In Re KDIBS, LLC
       dba Woodcraft
   Bankr. M.D. Fla. Case No. 09-22820
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/flmb09-22820.pdf

In Re Winnet Communications, Inc.
       dba Winnet Internet
   Bankr. W.D. Ky. Case No. 09-35158
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/kywb09-35158.pdf

   In Re Win.Net Telecommunications, Inc.
      Bankr. W.D. Ky. Case No. 09-35159
         Chapter 11 Petition filed October 7, 2009

In Re Cheryl A. White
   Bankr. D. Nev. Case No. 09-28851
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/nvb09-28851.pdf

In Re National Pallet, LLC
   Bankr. D. N.J. Case No. 09-36728
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/njb09-36728.pdf

In Re UW of North Carolina, LLC
   Bankr. D. N.J. Case No. 09-36778
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/njb09-36778.pdf

In Re 66-72-83, Inc.
   Bankr. E.D.N.Y. Case No. 09-48842
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/nyeb09-48842p.pdf
         See http://bankrupt.com/misc/nyeb09-48842c.pdf

In Re Meg's Playhouse & Preschool, Inc.
   Bankr. M.D. Tenn. Case No. 09-11525
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/tnmb09-11525.pdf

In Re Upsilon, LP
   Bankr. E.D. Tex. Case No. 09-43192
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/txeb09-43192.pdf

   In Re C. Cashdollar LLC
      Bankr. E.D. Tex. Case No. 09-43193
         Chapter 11 Petition filed October 7, 2009
            See http://bankrupt.com/misc/txeb09-43193.pdf

   In Re K. McGown, LLC
      Bankr. E.D. Tex. Case No. 09-43194
         Chapter 11 Petition filed October 7, 2009
            See http://bankrupt.com/misc/txeb09-43194.pdf

   In Re R. Celedonia, LLC
      Bankr. E.D. Tex. Case No. 09-43195
         Chapter 11 Petition filed October 7, 2009
            See http://bankrupt.com/misc/txeb09-43195.pdf

In Re Hawk Freight Logistics LLC
       aka Hawk Logistics
   Bankr. S.D. Tex. Case No. 09-37651
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/txsb09-37651.pdf

In Re Davis Instrument Co., Inc.
   Bankr. W.D. Wis. Case No. 09-16835
      Chapter 11 Petition filed October 7, 2009
         See http://bankrupt.com/misc/wiwb09-16835.pdf

In Re Julio Perez
   Bankr. D. Ariz. Case No. 09-25486
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/azb09-25486.pdf

In Re David Blair Rucker
       aka DAVE RUCKER
       aka DAVID B RUCKER
      SARA M. RUCKER
       aka SARA RUCKER
       aka SARA MORFORD
   Bankr. D. Ariz. Case No. 09-25386
      Chapter 11 Petition filed October 8, 2009
         Filed as Pro Se

In Re Discovery Land Ventures LLC
   Bankr. C.D. Calif. Case No. 09-23278
      Chapter 11 Petition filed October 8, 2009
         Filed as Pro Se

In Re Manuel Sosa
   Bankr. C.D. Calif. Case No. 09-37475
      Chapter 11 Petition filed October 8, 2009
         Filed as Pro Se

In Re Brian McNeil Ward
   Bankr. D. Colo. Case No. 09-31295
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/cob09-31295.pdf

In Re Castle Rock Jeans and Apparel, LLC
   Bankr. D. Colo. Case No. 09-31312
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/cob09-31312.pdf

In Re Keilly's Automotive, Inc.
   Bankr. M.D. Fla. Case No. 09-22879
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/flmb09-22879.pdf

In Re Charles Richard Putnam
       aka C RICHARD PUTNAM
   Bankr. D. Mass. Case No. 09-19635
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/mab09-19635.pdf

In Re Marlene Da Silva
       aka Marlene Da Silva
       aka Marlene DaSilva
   Bankr. D. Mass. Case No. 09-19653
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/mab09-19653.pdf

In Re Tuan-Anh Thi Nguyen
       aka Tuan-Anh N. Tan
       aka Tuan-Anh Nguyen Tan
       aka Tuan Tan
   Bankr. D. Mass. Case No. 09-19634
      Chapter 11 Petition filed October 8, 2009
         Filed as Pro Se

In Re What's Your Beef, II, LLC
   Bankr. D. N.J. Case No. 09-36923
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/njb09-36923.pdf

In Re Gust Enterprises of Weldon, Inc.
       dba Interstate Inn
   Bankr. E.D.N.C. Case No. 09-08788
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/nceb09-08788.pdf

In Re Julio A. Reyes
       dba Meg's Playhouse & Preschool
      Deborah A. Reyes
   Bankr. M.D. Tenn. Case No. 09-11564
      Chapter 11 Petition filed October 8, 2009
         See http://bankrupt.com/misc/tnmb09-11564.pdf

In Re Hillsden, LLC
   Bankr. D. Utah Case No. 09-31010
      Chapter 11 Petition filed October 8, 2009
         Filed as Pro Se

In Re John Howard Arundel
   Bankr. E.D. Va. Case No. 09-18259
      Chapter 11 Petition filed October 8, 2009
         Filed as Pro Se

In Re William C. McConnell
      Jo Elyn J. McConnell
   Bankr. D. Colo. Case No. 09-31402
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/cob09-31402p.pdf
         See http://bankrupt.com/misc/cob09-31402c.pdf

In Re Elizabeth Genel, Debtor
       aka Elizabeth Nyman
      Mark Nyman
   Bankr. D. Conn. Case No. 09-52018
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/ctb09-52018.pdf

In Re Global Investor Corporation
   Bankr. D. Conn. Case No. 09-32861
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/ctb09-32861.pdf

In Re Anna Maria Allen
   Bankr. D. D.C. Case No. 09-00900
      Chapter 11 Petition filed October 9, 2009
         Filed as Pro Se

In Re Preferred Builder/Developer, LLC
   Bankr. M.D. Fla. Case No. 09-15287
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/flmb09-15287.pdf

In Re Boundless Entertainment LLC
   Bankr. N.D. Ga. Case No. 09-86943
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/ganb09-86943.pdf

In Re Nicki, LLC
   Bankr. D. Maine Case No. 09-11389
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/meb09-11389.pdf

In Re AC for Less, Inc.
   Bankr. D. Nev. Case No. 09-29099
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/nvb09-29099.pdf

In Re AIT Trucking Corp.
   Bankr. E.D.N.Y. Case No. 09-77668
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/nyeb09-77668.pdf

In Re All Island Truck Leasing Corp.
   Bankr. E.D.N.Y. Case No. 09-77670
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/nyeb09-77670.pdf

In Re B.R. Flowers & Co., Inc.
   Bankr. E.D. Va. Case No. 09-51644
      Chapter 11 Petition filed October 9, 2009
         See http://bankrupt.com/misc/vaeb09-51644.pdf

In Re Charlie L. Core
      Dorothy J. Core
   Bankr. M.D. Ala. Case No. 09-81676
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/almb09-81676.pdf

In Re TDS Floors, Inc.
       DBA Floor Factory Outlet - Titusville
   Bankr. M.D. Fla. Case No. 09-15379
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/flmb09-15379.pdf

In Re Paul Allen Isenbarger
   Bankr. M.D. Fla. Case No. 09-15417
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/flmb09-15417.pdf

In Re Stamatike Glarentzos
       aka Tina Glarentzos
   Bankr. S.D. Fla. Case No. 09-31923
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/flsb09-31923.pdf

In Re RAM Tivoli, Inc.
   Bankr. N.D. Ill. Case No. 09-37928
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/ilnb09-37928.pdf

In Re Slam Baseball Club LLC
   Bankr. N.D. Ill. Case No. 09-37957
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/ilnb09-37957.pdf

In Re Barbara L. Johnson
       dba More Than Words
      Philip M. Johnson
   Bankr. W.D. Pa. Case No. 09-27525
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/pawb09-27525.pdf

In Re Abraham Mfg., Inc.
   Bankr. E.D. Tex. Case No. 09-10621
      Chapter 11 Petition filed October 12, 2009
         See http://bankrupt.com/misc/txeb09-10621.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***