TCR_Public/091016.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 16, 2009, Vol. 13, No. 286

                            Headlines

A&J RENTALS: Case Summary & 5 Largest Unsecured Creditors
ABITIBIBOWATER INC: ACI Has C$148.3MM Cash, Says Monitor
ABITIBIBOWATER INC: Gets Canada Nod for C$615 Mil. Sale of Plant
ABITIBIBOWATER INC: Proposes Sale of Westover Mill for $2.4 Mil.
ABITIBIBOWATER INC: Wants Lease Decision Until Feb. 15

ADVANTA CORP: Coughlin Stoia Files Class Action Suit
AMERICAN INT'L: Inspector General Blames Treasury for Bonuses
AMERICAN INT'L: Says Taiwan Sale Will Cut Profit by $1.4 Billion
ACRLIN US HOLDINGS: Can Solicit Votes for Joint Chapter 11 Plan
AL SMITH: Closes Store, May File for Bankruptcy

APPALACHIAN BANCSHARES: To Voluntary Delist From Nasdaq
ASP GT: Moody's Assigns Corporate Family Rating at 'B1'
AURORA OIL: Longhorn Wants Examiner to Probe Fraudulent Conveyance
AURORA OIL: Wants Exclusive Plan Filing Extended Until December 9
AVENTINE RENEWABLE: CEO Resigns as Co. Prepares for "Fresh Start"

B-PVL1 LLC: Files Chapter 11 to Stop Foreclosure
BCBG MAX: Moody's Upgrades Corporate Family Rating to 'Caa1'
BERNARD KOSAR: Will Have Trustee Manage Bankruptcy Case
BERNARD MADOFF: Investors Sue SEC for Missing Ponzi Scheme
BI-LO LLC: Squabbles with Union Over Bruno's Pension Debt

CHARTER COMMS: Extends Bankruptcy to November 2
CHARTER COMMS: Judge Says He Will Confirm Plan
CHEMTURA CORP: Bio-Lab Amended Lease with Duke Approved
CHEMTURA CORP: Gets Nod to Assume McFarland & Morgantown Leases
CHEMTURA CORP: Gets Nod to Assume Triflumizole Purchase Agreement

CHEMTURA CORP: Wins Approval of Valent USA Joint Branding Pact
CHRYSLER FINANCIAL: S&P Affirms 'CCC-' Counterparty Credit Rating
CHURCH OF GOD IN CHRIST: Case Summary & 2 Largest Unsec. Creditors
CHIYODA AMERICA: Schedules Nov. 10 Plan Confirmation
CIRCUIT CITY: Insurers Reach Deal on Hurricane Claims

CIT GROUP: Said to Be in Talks to Amend $29 Billion Swap
CITIGROUP INC: Reports Third Quarter Net Income of $101 Million
CONSECO INC: Mulls $78MM Stock Sale, $293MM Sr. Notes Offering
CONSECO INC: Reissues Historical Financial Statements for FY 2008
CONSECO INC: Moody's Affirms 'Caa1' Senior Bank Facility Rating

CONSECO INC: S&P Affirms 'CCC' Counterparty Credit Rating
CORLIES AVENUE LAND: Case Summary & 5 Largest Unsecured Creditors
CRACKER BARREL: S&P Changes Outlook to Stable; Keeps 'BB-' Rating
CRUCIBLE MATERIALS: Will Hire 200 Workers in First 60 Days
D-3M INC: Voluntary Chapter 11 Case Summary

DECODE GENETICS: Misses Oct. 15 Interest Payment on 3.5% Notes
DECODE GENETICS: Saga Promissory Note Maturity Moved to Oct. 19
DRYSHIPS INC: Gets Waiver on $183MM of Nord LB and West LB Debts
DTD ENTERPRISES: Petition for Review of Wells Suit Denied
EAST CAMERON: Can Obtain $4 Million DIP Financing from Lenders

EMPIRE LAND: Homeowner Group Can Sue Developer after Stay Lifted
EMPIRE RESORTS: Senior Noteholders Execute Standstill Agreement
EUROPE TRUCK LINES: Case Summary & 13 Largest Unsecured Creditors
EXPEDIA INC: S&P Raises Corporate Credit Rating From 'BB'
EZ LUBE: To Present Plan for Confirmation on Oct. 30

FAIRCHILD CORP: Court Extends Solicitation Period to December 18
FASK REALTY: Lydian Files Foreclosure Suit on Palm Beach Complex
FELCOR LODGING: S&P Affirms Corporate Credit Rating at 'B-'
FINDINGS INCORPORATED: Case Summary & 20 Largest Unsec. Creditors
FLYING J: Calpine Aims For Flying J's $9.7M Emission Credits

FONTAINEBLEAU LV: Contractors Win Lift Stay to Perfect Lien Claims
FONTAINEBLEAU LV: Parties Object to M&M Lienholders Plea to Sue
FONTAINEBLEAU LV: Proposes Lift Stay to Remove Const. Materials
FREEDOM COMMS: Court Allows Use of Cash for Operations
FREEDOM COMMS: Court Sets Deadline to File Proofs of Claim

FREEDOM COMMS: Creditors Allowed to Sue JPMorgan Over Loans
FREMONT GENERAL: Shareholder Pitches Competing Ch. 11 Plan
G & G INVESTMENTS: Voluntary Chapter 11 Case Summary
GAINEY CORP: Court Okays November 16 Auction for Assets
GENCORP INC: S&P Changes Outlook to Positive; Keeps 'CCC+' Rating

GENERAL MOTORS: ENCORE & REALM File Chapter 11 Petitions
GENERAL MOTORS: JPMorgan Seeks Dismissal of Unsec. Creditors Suit
GENERAL MOTORS: Maynard to Conduct de Minimis Asset Sales
GENEVA PROPERTIES LLC: Voluntary Chapter 11 Case Summary
GEORGIA-PACIFIC LLC: S&P Raises Corporate Credit Rating to 'BB+'

GLOBAL AVIATION: S&P Affirms Corporate Credit Rating at 'B'
GLOBAL CARE: Faces Involuntary Chapter 7 Bankruptcy Threat
GOTTSCHALKS INC: Proposes Carrington-Led Auction for Property
GRAND LACUNA GROUP: Case Summary & 20 Largest Unsecured Creditors
GREEKTOWN HOLDINGS: Objects to Rival Casino Plan

HARTMARX CORP: GE Commercial Wants Late Claim Allowed
HELLER EHRMAN: Auction of Art Mementos Set for November 10
HELLER EHRMAN: Settles With Former Employees for $19.7 Million
HOLLEY PERFORMANCE: Seeks to Continue Volvo Suit
HUD-FIVE LLC: Case Summary & 7 Largest Unsecured Creditors

INTELSAT JACKSON: Moody's Assigns 'B3' Rating on $500 Mil. Notes
INTELSAT JACKSON: S&P Assigns 'B+' Rating on $500 Mil. Notes
ION MEDIA: Court Sets November 13 as Claim Filing Deadline
ION MEDIA: Has Until December 15 to File Chapter 11 Plan
JEFFERSON COUNTY: To End FY2009 With $2.3-Mil. Balance

JYL COX: Files for Chapter 7 Liquidation
KIEBLER SLIPPERY: Seeks Approval of Cash Collateral Use
KIRK JOHNSON: IRS Tax Lien Can Be Stripped From Real Estate
LANDAMERICA FIN'L: Capital Title Files for Chapter 11
LANDAMERICA FIN'L: Capital Title's Chapter 11 Case Summary

LANDAMERICA FIN'L: Capital Title's Schedules of Assets & Debts
LANDAMERICA FIN'L: To Present Plan for Confirmation on Nov. 18
LANGUAGE LINE: S&P Raises Corporate Credit Rating to 'B+'
LANTRONIX INC: Receives Delisting Notice From Nasdaq
LAKE AT LAS VEGAS: Creditors Want Greenberg Disqualified from Case

LAKE AT LEAS VEGAS: Credit Suisse Release Needs Explanation
LEAR CORP: Moody's Assigns Prospective 'B2' Rating Upon Exit
LEAR CORP: ASM Capital Buys $20,000 in Claims
LEAR CORP: Chapter 11 Plan Supplement Filed
LEHMAN BROTHERS: Court Awards $103.7MM in Fees for February to May

LEHMAN BROTHERS: Gets Nod for Settlement with Eves Entities
LEHMAN BROTHERS: LBSF Wants to Probe First Data on Swaps
LEHMAN BROTHERS: LCPI Gets Nod for Plan in SunCal Cos. Cases
LEHMAN BROTHERS: Metavante Wants Order Keeping Swap Deal Revisited
LEHMAN BROTHERS: Parties Back, Oppose Barclays "Windfall" Charges

LEXICON UNITED: ATN Unit Has Collection Services Deal with Ativos
LYONDELL CHEMICAL: Gets Maturity Extension of DIP Loans
LYONDELL CHEMICAL: Gets Nod to Tap Miller & Chevalier as Counsel
LYONDELL CHEMICAL: Proposes Entry Into Enterprise Products Pact
LYONDELL CHEMICAL: Proposes Pact with Gainesville-Oakwood

MAGNA ENTERTAINMENT: Racetracks to be Auctioned Again
MCCLATCHY CO: Investors Expect Better Results in Q3
NEW JERSEY HEALTH: S&P Downgrades Ratings on Bonds to 'BB+'
MERRILL LYNCH: SEC Broadens Inquiry into BofA Merger
METROMEDIA STEAKHOUSES: Exits Ch. 11, Renamed Homestyle Dining

NEW JERSEY HEALTH: S&P Downgrades Ratings on Bonds to 'BB+'
NOODLE FACTORY CLT: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Fails to Win Approval for Ciena-Led Auction
NORTEL NETWORKS: Court OKs Deal with IRS on $3-Bil. Tax Claim
NORTHWESTERN CORP: Montana Upholds $21.4M Award in Pension Case

NOVA CHEMICALS: Moody's Assigns 'B1' Ratings on Senior Notes
PACIFIC VIEW PLAZA LLC: Voluntary Chapter 11 Case Summary
PCS EDVENTURES: Burlingame Acquires Right to Purchase 2.3MM Shares
PDCC DEV'T: Court Okays $300,000 Loan From Wilshire State Bank
PERPETUA HOLDINGS: Lawsuits May Block Emergence from Chapter 11

PETER POCKLINGTON: Asks Court to Move Bankr. Fraud Trial to Feb. 2
PHILADELPHIA NEWSPAPERS: Auction Deadline Moved to November
PHILADELPHIA NEWSPAPERS: Court Approves Revised Auction Rules
PLIANT CORP: Berry Plastics to Acquire 99.99% of Common Stock
PRESIDENT CASINO: Wins District Court Ruling vs. Sussex for Breach

PTC ALLIANCE: U.S. Trustee Forms Five-Member Creditors' Panel
QUESTEX MEDIA: Wants to Hire Miller Buckfire as Financial Advisor
QUESTEX MEDIA: Proposes Lenders-Led Auction on Nov. 20
RALPH MILLER: Pocono Playhouse Gets Caught in Blaze After Bankr.
READER'S DIGEST: Schedules of Assets and Liabilities

READER'S DIGEST: Statement of Financial Affairs
READER'S DIGEST: To Seek Approval of Disc. Statement Nov. 5
READER'S DIGEST: Non-Trade Unsecured Creditors Get 2.7%
REMEDIATION AND LIABILITY: Files Chapter 11 Petition
REMEDIATION AND LIABILITY: Case Summary & Creditors' List

RENWOOD VINEYARD: Files Chapter 11 in Sacramento, California
R.H. DONNELLEY: Court Extends Plan Exclusivity to Jan. 22
R.H. DONNELLEY: Facing Objections to Disclosure Statement
R.H. DONNELLEY: Offers 87.6% to DMW Senior Noteholders
RONALD KEMP: Voluntary Chapter 11 Case Summary

SEMGROUP LP: Michigan Wants Payment of Interest for Tax Claims
SEMGROUP LP: Proposes ConocoPhillips' Claims Estimated at $0
SEMGROUP LP: Proposes Settlement Agreement with Fortis
SEMGROUP LP: Wants J. Aron Claims Estimated at $0
SIERRA KINGS HEALTH: Files for Chapter 9 Bankruptcy Protection

SIX WIVES: Film Owner Files Bankruptcy, Owes Actors
SMIDTH & CO: No Excusable Neglect for Tardy Proof of Claim
SS&C TECHNOLOGIES: S&P Affirms 'B+' Corporate Credit Rating
SPANSION INC: ChipMOS May Solicit Bids for Wafers
SPANSION INC: Proposes to Reject Arm Ltd. Contract

SPANSION INC: Proposes to Reject Japan Unit Foundry Pact
SPANSION INC: Samsung, ITC Appeal Stay Order on Infringement Probe
STERLING FINANCIAL: Appoints Eisenhart as Non-Executive Chairman
STERLING PLAZA: Case Summary & 8 Largest Unsecured Creditors
TALECRIS BIOTHERAPEUTICS: Moody's Lifts Corporate Rating to 'Ba3'

TAVERN ON THE GREEN: San Francisco Project Failed to Materialize
TAVERN ON THE GREEN: Union Backs Delay of Central Park Eviction
TDK INVESTMENTS: Chapter 11 Case Summary & Unsecured Creditor
TEAM HEALTH: S&P Changes Outlook to Positive; Affirms 'B+' Rating
TH PROPERTIES: Builds More Houses, Angers Montgomery Residents

TOUSA INC: Court OKs Plan Exclusivity Until October 31
TOUSA INC: Wants Access to Cash Collateral Until January
TOUSA INC: Zuckerman Group Dismisses Claims Against Tousa Homes
TRIBUNE CO: Chicago Cubs Files Schedules of Assets and Debts
TRIBUNE CO: Claims Recovery, ASM Capital Buys Claims

TRIBUNE CO: Files Bankruptcy Rule 2015.3 Report
TRICO SHIPPING: Moody's Assigns Corporate Family Rating at 'Caa1'
TRONOX INC: NJ Case vs. U.S. Govt & NJ EPA Closed
TRONOX INC: RTI Hamilton Sues to Have Supply Pact Rescinded
TRONOX INC: Shares 2009 Financial Projections

TURNING STONE: S&P Changes Outlook to Positive; Keeps 'B+' Rating
UAL CORP: United Inks Note Purchase Deal with Wilmington Trust
UCBH HOLDINGS: China Minsheng Bank Cannot Take Controlling Stake
VELOCITY EXPRESS: Section 341(a) Meeting Set for November 2
VIASAT INC: Moody's Assigns 'B1' Rating on Senior 7-Year Notes

VIASAT INC: S&P Assigns Corporate Credit Rating at 'B'
VISTEON CORP: Directors Report Ownership of Common Stock
W R GRACE: To Release 3rd Quarter Financial Results on Oct. 22
WALTER ENERGY: Moody's Upgrades Corporate Family Rating to 'B1'
WASHINGTON MUTUAL: Bank Workers Fight WaMu Over Retirement Assets

WASHINGTON MUTUAL: Thomas Leppert Resigns From Board
WHITE ENERGY: Plainview Bioenergy Plant Resumes Operations
WINGSPEED CORP: Court OKs Sale to AeroMechanical for $250,000
WYNN RESORTS: Moody's Gives Stable Outlook, Keeps 'Ba3' Rating

* Foreclosure Rates Rise Countrywide; Arizona Tops List
* Foreclosure Activity Up 5% in 3Q 2009, RealtyTrac(R) Says
* Foreclosures to Rise Over the Next Twelve Months
* Mortgage Lenders Must Prove Ownership of Notes to Foreclose

* Banks Need New Rules to Avoid Meltdown, Says TARP Overseer
* Retail Sales Drop Less Than Forecast in Sign of Recovery
* Treasury Strategies See Bank Failures Due to Fraud Losses

* As Recession Slows, Turnarounds Multiply, Says TMA Survey
* Bankruptcy Litigation Swell Tugs on Corporate Budgets
* Limited Financing Forces Creativity in Restructuring

* Avidiant Rolls Out Consulting Services to Credit Unions
* Cohen & Grigsby Arranges Albom to Appear at Bethlehem Haven
* Epiq Systems to Report Third Quarter Results on October 26

* Farella Braun Nabs Howard Rice Bankruptcy Guru
* Kevin Toole Joins Meltzer Lippe's Bankruptcy Practice
* SmithAmundsen Welcomes Charles Curtis as a Partner

* Lazard Chairman & CEO Bruce Wasserstein, Age 61, Dies

* BOOK REVIEW: Corporate Financial Distress and Bankruptcy -
               Predict and Avoid Bankruptcy, Analyze and Invest in
               Distressed Debt, Third Edition

                            *********

A&J RENTALS: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: A&J Rentals, LLC
        1609 West Brandon Blvd.
        Brandon, FL 33511

Bankruptcy Case No.: 09-15485

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Middle District of Florida

Debtor's Counsel: R Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  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
5 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flmb09-15485.pdf

The petition was signed by Cecil F. Hudson III, member of the
Company.


ABITIBIBOWATER INC: ACI Has C$148.3MM Cash, Says Monitor
--------------------------------------------------------
In a seventeenth report dated October 6, 2009, Ernst & Young,
Inc., the Court-appointed monitor in the Canadian proceedings of
the CCAA Applicants, apprised the Canadian Court on four-week cash
flow results of the CCAA Applicants for the period from August 24,
2009, to September 20, 2009.

E&Y Senior Vice President Alex Morrison disclosed as of
September 20, 2009, the Abitibi-Consolidated, Inc. Group had cash
on hand of $115.6 million.  In addition, the undrawn portion of
the ACI debtor-in-possession Facility was C$45.2 million, of which
$12.5 million must remain undrawn, which results in net available
liquidity under the ACI DIP Facility of C$32.7 million.
Accordingly, the total liquidity of the ACI Group was
$148.3 million, consisting of C$115.6 million cash, plus
$32.7 million of the ACI DIP Facility as of September 20, 2009.

The ACI Group's liquidity at December 20, 2009, is projected to
be C$111.6 million, as compared to a projected amount of
approximately $101.1 million at the end of 17 weeks ended
December 20, 2009, that the Monitor detailed in a previous report.

The ACI Group's projected negative cash flow for the 13 weeks
ended December 20, 2009 would be approximately C$72.6 million,
excluding the forecast receipt of an annual refund for the
construction of roads in the province of Quebec in the amount of
$36.0 million in the week ended October 11, 2009, according to
Mr. Morrison.

Meanwhile, Bowater Canadian Forest Products Inc.'s liquidity as
at December 20, 2009, is projected to be approximately
C$9.9 million.  This projected liquidity excludes proceeds in the
agreements between the ACI Group, BCFPI and Smurfit-Stone
Container Canada Inc. relating to the sale of certain timberlands
by Smurfit, which will result in BCFPI receiving net proceeds of
approximately C$25.6 million.

The Smurfit Timberland Proceeds are still in escrow and have not
yet been received by BCFPI and transferred to the Monitor's trust
account, Mr. Morrison told Mr. Justice Gascon.

A full-text copy of E&Y's 17th Monitor's Report is available for
free at http://bankrupt.com/misc/CCAA_17thMonitorReport.pdf

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Gets Canada Nod for C$615 Mil. Sale of Plant
----------------------------------------------------------------
The Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Montreal, Canada, approved on September 29, 2009, the sale of
Abitibi Consolidated Company of Canada's 60% indirect interest in
the 335-megawatt McCormick Hydroelectric facility, owned and
operated by Manicouagan Power Company in Quebec, to a joint
venture formed by Hydro-Quebec and Alcoa Inc.

A letter of intent was executed with Hydro-Quebec on February 19,
2009, which provides for the sale of the ACCC MPCo Interest for
gross proceeds of C$615 million.  The MPCo Transaction is
expected to be completed by the end of October 2009.

As contemplated by the MPCo Transaction, ACCC will cause all of
the assets and liabilities of MPCo to be transferred to a newly-
formed Quebec limited partnership or the "New LP."  An Unlimited
Liability Company will be formed and will be the general partner
of New LP holding a 0.001 % interest in the New LP.  ACCC will
become the 99.999% limited partner of New LP.

U.S. Bank National Association is the indenture trustee and
collateral trustee with respect to the 13.75% Senior Secured
Notes issued by ACCC in the aggregate outstanding principal
amount of US$413 million.  Mr. Justice Gascon subsequently
corrected the September 29 ruling to specifically provide that at
the option of U.S. Bank, the Unlimited Liability Company will
provide to U.S. Bank, concurrently with the completion of the
Transactions, a guarantee of the payment of the Secured Notes
held by the Senior Secured Noteholders.

The ULC Subordinated Guarantee will, for all purposes, and at all
times, remain inferior, junior, subordinated and postponed to the
ULC's obligations to all Alcoa Indemnified Persons and all MPCo
Indemnified Persons, as defined in the Implementation Agreement
on terms and conditions as to subordination, postponement and
enforcement satisfactory to Alcoa, in its sole discretion, Mr.
Justice Gascon clarified.

               Senior Secured Noteholders Seek
              Distribution of MPCo Sale Proceeds

The Secured Noteholders and U.S. Bank, N.A., as Indenture Trustee
for the Senior Secured Notes, relate that upon the completion of
the MPCo Transaction and after certain holdbacks, reserves and
deductions from the C$615 million gross proceeds -- including the
possible payment out of the amount owing on Abitibi-Consolidated,
Inc.'s debtor-in-possession facility of approximately
US$477,545,769 or approximately C$499,274,102  --  Ernst & Young,
Inc., the Court-appointed monitor in the Canadian proceedings of
the Applicants under the Companies' Creditors Arrangement Act in
Canada, will receive in trust the sum of approximately
C$173.9 million.

On behalf of the Ad Hoc Committee of the Senior Secured
Noteholders and U. S. Bank, Borden Ladner Gervais LLP, in
Montreal, Quebec, maintains that ACCC's 60% equity interest in
MPCo is pledged, mortgaged and hypothecated in favor of U.S.
Bank, as Indenture Trustee, for the benefit of the holders of the
Senior Secured Notes to secure repayment of the indebtedness
evidenced by the Senior Secured Notes.  Accordingly, the
Indenture Trustee holds a replacement charge upon the Available
Proceeds, Borden Ladner asserts.

As of October 1, 2009, the amount owing with respect to the
Senior Secured Notes, excluding the Indenture Trustee's fees and
expenses and legal and other expenses, is US$477,545,769, as it
appears from the statement of account noted in the Monitor's 16th
report submitted to the Canadian Court.

Since the Senior Secured Notes were issued in April 2008, ACCC
"only made the interest payment due on October 1, 2008 . . . and
has not made any other payments under the Notes," according to
the Senior Noteholders.

In this regard, an Event of Default pursuant to the Indenture has
occurred and is continuing, Borden Ladner argues, and as a
consequence, the Indenture Trustee is entitled to avail itself of
any and all remedies to effect collection of all amounts owing
under the Senior Secured Notes.  As the Debt is presently due and
owing and is payable in full, the Indenture Trustee is entitled
to take every available remedy to collect the Debt, the Senior
Noteholders contend.

A partial repayment of the Debt from the Available Proceeds will
reduce ACCC's and the Guarantors' obligations owing to the
holders of the Senior Secured Notes, which is to the advantage of
the other creditors of ACCC and the Guarantors, the Senior
Noteholders explain to Mr. Justice Gascon.

Against this backdrop, the Senior Noteholders ask the Court to
direct the Monitor pay the Available Proceeds from the MPCo Sale,
inclusive of all interest actually earned, to the Indenture
Trustee.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Proposes Sale of Westover Mill for $2.4 Mil.
----------------------------------------------------------------
AbitibiBowater Inc. and its units seek the Court's permission to
enter into a real and personal property contract with Freddy
Glover and Alan Wilks, as purchaser and Bowater Alabama LLC, as
seller, for the sale of approximately 220 acres of real property
and related improvements of approximately 220 acres off Highway
280 outside of Westover, Alabama.  The Property constitutes
Bowater Alabama's former Westover sawmill.

According to Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the sawmill equipment on
the Property is economically obsolete and not competitive in the
industry.  Bowater Alabama closed the sawmill operations in
November 2008 and has not operated the facilities since.  The
Assets cost the Debtors approximately $90,000 per month in
security, payroll, power and similar costs to maintain, Mr.
Greecher points out.

In connection with the proposed Sale, the Debtors engaged Graham
& Co., LLC, as certified General Real Property Appraisers, to
physically inspect the Property and provide a comprehensive
appraisal.  G&C determined the Property's value to range from
$2.2 million to $4.4 million depending on, among other things,
the length of its marketing time.

While the appraisal indicates that a longer marketing period
would increase the potential value of the Property, any increase
is speculative in nature and will be offset by the $90,000
monthly cost of keeping the Property, Mr. Greecher points out.
Notably, the $2.4 million sale price exceeds the Property's
lowest appraised value, he cites.

In accordance with the terms of the Sale Contract, Messrs. Glover
and Wilks, as individual investors, will pay $2,400,000,
consisting of (i) a $100,000 earnest money deposit, and (b) the
balance payable in cash at Closing, subject to certain prorations
and adjustments set forth in the Contract.

The Sale will be closed within 60 days, after full compliance by
Bowater Alabama with the sale procedures established by the
Court, at a time and place in the County where the land lies
designated by the Messrs. Glover and Wilks.  Bowater Alabama is
responsible for the preparation of all closing documents, the
deed conveying the real property and rights.

The Assets will be conveyed and transferred to the Messrs. Glover
and Wilks in its present condition and state of repair, "as is"
and "where is," with all faults.

Mr. Greecher discloses that through the Sale, the Debtors will
realize approximately $2.4 million for assets that no longer
provide any commercial value to their operations.  At the same
time, the Debtors will realize $90,000 in monthly savings once
the Assets are sold.

According to Mr. Greecher, Messrs. Glover and Wilks' offer for
the Property fell within the Property's appraised value range and
significantly exceeded the next highest offer.  Moreover, Messrs.
Glover and Wilks will acquire the Assets without Bowater Alabama
having to raze and remove the sawmill equipment, or otherwise
remediate, the Property.

Hence, given the Debtors' immediate desire to sell the Assets and
discontinue the cash bum associated with keeping it, the proposed
Sale provides fair and reasonable consideration, Mr. Greecher
tells Judge Carey.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Wants Lease Decision Until Feb. 15
------------------------------------------------------
AbitibiBowater Inc. and its units ask the Court to extend through
February 15, 2010, the period within which they may assume or
reject a certain lease of non-residential property located at 5000
Space Center Drive, in San Antonio, Texas, with the prior consent
of the Regis Realty I, LLC, as lessor, as contemplated under
Section 365(d)(4)(B)(ii) of the Bankruptcy Code.

The current Lease Decision Period expires on November 12, 2009.
However, given the inherent fluidity in the operations of a
large, complex enterprise of the Debtors, circumstances may arise
during the Chapter 11 cases that would cause the Debtors to re-
evaluate the need to continue leasing the Property, Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

Absent an extension of the November 12 Lease Decision Deadline,
the Debtors could be forced to prematurely assume the Lease that
may later prove to be burdensome, which could give rise to large
administrative expense claims against their estates and hamper
their ability to successfully reorganize.  In addition, the
Debtors could also be forced to prematurely reject certain Real
Property Leases that ultimately could have benefited their
estates, Mr. Greecher adds.

Mr. Greecher clarifies that the Debtors' proposed Extension will
not adversely affect the substantive rights of the Lessor or any
other party because it is conditioned upon the Lessor's consent.

The Debtors reserve their right to supplement the list of Leases
that may be subject to the Extended Lease Decision Deadline, as
may be consented by applicable lessors in writing prior to the
expiration of the current November 12 Deadline.

                     About AbitibiBowater Inc.

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

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

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

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

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


ADVANTA CORP: Coughlin Stoia Files Class Action Suit
----------------------------------------------------
Coughlin Stoia Geller Rudman & Robbins LLP on October 14 disclosed
that a class action has been commenced on behalf of an
institutional investor in the United States District Court for the
Eastern District of Pennsylvania on behalf of purchasers of
Advanta Corp. Class A and/or Class B common stock during the
period between October 31, 2006, and November 27, 2007.

The complaint charges Advanta and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.
Advanta was formerly one of the nation's largest issuers of
MasterCard and some Visa credit cards to small businesses and
professionals in the United States, through Advanta Bank Corp., a
subsidiary of Advanta.

The complaint alleges that during the Class Period, defendants
issued materially false and misleading statements regarding the
Company's business and financial results.  Specifically, the
complaint alleges that defendants engaged in improper behavior
that harmed Advanta's investors by failing to disclose the impact
of the economic environment and the deteriorating credit trends on
its business and that the Company failed to adequately and timely
record losses for its impaired loans and customer delinquencies,
causing its financial results to be materially false.  Defendants
also concealed the adverse effects the Company's manipulations of
its cash rewards program was having on its business.  As a result
of defendants' false statements, Advanta's stock traded at
artificially inflated prices during the Class Period, reaching a
high of $34.07 per share on June 19, 2007.

Then, on November 27, 2007, Advanta held a conference call with
analysts and investors to discuss the Company's business
performance.  Advanta announced that due to the volatility of the
economy, guidance for 2008 would not be released.  Additionally,
since the release of the third quarter 2007 results on October 25,
2007, a higher percentage of customers had become delinquent on
their credit card payments and a lower percentage of customers
made payments, indicating a trend of charge-offs.  After these
disclosures, Advanta stock dropped, closing on November 27, 2007
at $11.06 per share, and falling to as low as $9.35 per share on
November 28, 2007, a decline of 72% from Advanta's Class Period
high of $34.07 per share in June 2007.

According to the complaint, the true facts, which were known by
the defendants but concealed from the investing public during the
Class Period, were as follows: (a) Advanta's assets contained tens
of millions of dollars worth of impaired credit card receivables
for which the Company had not accrued losses; (b) prior to and
during the Class Period, Advanta had been extremely aggressive in
granting credit to customers without verifying the customers'
ability to pay, to such a degree that by the summer of 2009,
Advanta customers' default rate would be almost six times worse
than industry average; (c) Advanta's manipulation of its cash
rewards program angered customers and caused the Company to lose
good, creditworthy customers; (d) Advanta's credit receivables
were unduly risky due to the Company's practice of issuing credit
cards to small business owners without, in many instances,
verifying income; (e) defendants failed to properly account for
Advanta's continuing delinquent customers and the credit trends in
the Company's portfolio, resulting ultimately in large charges to
reflect impairments; and (f) the Company was not on track to be
profitable in 2008.

Plaintiff seeks to recover damages on behalf of all purchasers of
Advanta Class A and/or Class B common stock during the Class
Period.  The plaintiff is represented by Coughlin Stoia, which has
expertise in prosecuting investor class actions and extensive
experience in actions involving financial fraud.

                       About Coughlin Stoia

Coughlin Stoia -- http://www.csgrr.com/-- is a 190-lawyer firm
with offices in San Diego, San Francisco, Los Angeles, New York,
Boca Raton, Washington, D.C., Philadelphia and Atlanta.  It is
active in major litigations pending in federal and state courts
throughout the United States and has taken a leading role in many
important actions on behalf of defrauded investors, consumers, and
companies, as well as victims of human rights violations.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.

As of June 30, 2009, the Company had $3,128,981,000 in assets
against total liabilities of $3,031,763,000.

As reported by the Troubled Company Reporter on August 12, 2009,
Advanta said its ability to continue as a going concern may depend
on the successful implementation of a plan for new business
opportunities.

The Federal Deposit Insurance Corporation has placed significant
restrictions on the activities of Advanta Corp.'s bank subsidiary,
Advanta Bank Corp.  Advanta Bank is required to maintain a total
risk-based capital ratio of at least 10% and a tier I
leverage capital ratio of at least 5%.  One of the regulatory
agreements with the FDIC also requires Advanta Bank to terminate
its deposit-taking activities and deposit insurance after payment
of its existing deposits, unless it submits a plan approved by the
FDIC.


AMERICAN INT'L: Inspector General Blames Treasury for Bonuses
-------------------------------------------------------------
The $168 million in retention payments to American International
Group Inc. represented a "failure" that occurred when the Treasury
Department "outsourced its oversight" to other agencies, Kristina
Peterson at The Wall Street Journal reports, citing Neil Barofsky,
the special inspector general for the government's financial
bailout.

The Journal quoted Mr. Barofsky as saying "This was a failure of
communications, a failure of management," highlighting the fact
that the Treasury didn't find out from the Federal Reserve Bank of
New York about the $168 million of retention payments for
employees in AIG's troubled financial services division until two
weeks before they were issued in March.  Even when Treasury
officials found out about the imminent payments, they failed to
alert Treasury Secretary Timothy Geithner for an additional 10
days, the report states, citing Mr. Barofsky.

The Journal notes that to the New York Fed, the $168 million in
retention payments wasn't significant compared to the size of the
government's $180 billion bailout of AIG and didn't identify it as
a politically explosive issue.  "They didn't think it was that big
a deal -- $168 million was a drop in the bucket.  Their concern
was paying back the debt.  The Federal Reserve was looking at this
as a creditor," The Journal quoted Mr. Barofsky as saying.

According to The Journal, Mr. Barofsky said that while legally
binding in 2008, AIG compensation contracts may be renegotiated
before the 2009 payments, scheduled for March 2010.  AIG has
argued that it had no choice but to pay the bonuses.

Citing Mr. Barofsky, The Journal relates that while the contracts
were found as binding, AIG and the Congress lost opportunities to
demand renegotiation of the contracts when the Company received
additional bailout funds from the government.  The report quoted
him as saying, "Just because it was a legally binding contract
didn't mean there weren't other alternatives," and the government
is pursuing other options before AIG's next round of scheduled
payments in March 2010.

Mr. Barofsky said that the Treasury, as guardians of the taxpayer-
funded bailout, had specific responsibilities to oversee executive
compensation that the New York Fed did not.

                About American International Group

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 INT'L: Says Taiwan Sale Will Cut Profit by $1.4 Billion
----------------------------------------------------------------
American International Group, Inc., said that as a result of a
transaction to sell its stake in Nan Shan Life Insurance Company,
Ltd., it expects to meet the criteria for "held-for-sale"
accounting with respect to Nan Shan and recognize a loss of
roughly $1.4 billion net of taxes in the fourth quarter of 2009.

As reported by yesterday's TCR, AIG 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.

On October 12, 2009, American International Group, Inc. (AIG)
announced that it had entered into an agreement to sell the 97.57
percent share of Nan Shan, held through its subsidiaries, to a
consortium for approximately $2.15 billion.

The expense reflects the gap between the $2.15 billion sale price
and the value AIG previously assigned to the Taiwan business, said
Paul Newsome, an insurance analyst with Sandler O'Neill Partners
LP.

"It shows they're selling things for less than what they
originally valued them for, which is probably more a reflection of
the mergers-and-acquisitions environment than anything else," Mr.
Newsome said in an interview with Bloomberg. "The question is,
with the new leadership, will there continue to be as aggressive
an effort to unload operations?"

AIG, once the world's largest insurer, is selling assets to repay
loans included in its $182.3 billion government bailout.

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.

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.

                    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.


ACRLIN US HOLDINGS: Can Solicit Votes for Joint Chapter 11 Plan
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved a disclosure statement describing a
joint Chapter 11 reorganization filed by Arclin US Holdings Inc.
and its debtor-affiliates on Sept. 21, 2009.  A hearing is set for
Dec. 8, 2009, at 10:00 a.m., to consider confirmation of the
Debtors' joint plan.  Objections, if any, are due Dec. 1, 2009.

Under the Plan, affiliates of Black Diamond Capital Management LLC
and Silver Point Capital, L.P. will become the majority owners of
the Company through an exchange of debt for equity. Black
Diamond's affiliates and Silver Point have been lenders to the
Company since 2007.  Under the terms of the Plan, Arclin's funded
indebtedness will be reduced from $234 million to $60 million.

Deadline for creditors to vote for the Plan is on Dec. 1, 2009,
not later than 4:00 p.m.  Votes must be filed to Arclin US
Holdings Inc. c/o Kurtzman Carson Consultants LLC at 2335 Alaska
Avenue in El Segundo, California.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?46ec

A full-text copy of the Chapter 11 plan, as amended, is available
for free at http://ResearchArchives.com/t/s?46ed

The Official Committee of Unsecured Creditors and Roberta A.
DeAngelis, the U.S. Trustee for Region 3 have objected to approval
of the Disclosure Statement.  The Committee, in its objection,
directly targeted the confirmability of the Plan.  According to
Bloomberg's Bill Rochelle, the unsecured creditors, which are not
getting anything under the Plan, contends that one of the
valuation methods used by Arclin's own financial advisers shows
the Company being worth enough to pay all unsecured creditors in
full.  If the company indeed isn't worth enough even to pay
firstlien creditors in full, the Committee alternatively argues
that the plan can't give stock and warrants to second-lien
creditors.

The first and second lien lenders are supporting the Plan.

                  About Arclin US Holdings, Inc.

Based in Mississauga, Ontario, Arclin is a leading provider of
innovative bonding and surfacing solutions for the building and
construction, engineered materials and natural resource markets.
Arclin provides bonding solutions for a number of applications
including wood based panels, engineered wood, non-wovens and paper
impregnation. As a world leader in paper overlays technology,
Arclin provides high value surfacing solutions for decorative
panels, building products and industrial specialty applications
for North American and export markets.

Arclin's U.S. companies -- Arclin US Holdnigs, Inc.; Marmorandum
LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc;
Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces
Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009
(Bankr. D. Del. Lead Case No. 09-12628).  Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, serves as counsel for the
Debtors. Dechert LLP is co-counsel while Alvarez & Marsal
securities LLC is the investment banker.  Kurtzman Carson
Consultants LLC serves as claims and noticing agent.  The petition
says that Arclin US's assets and debts are between $100,000,001
and $500,000,000.

Arclin's Canadian companies also made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act.  Ernst & Young serves as CCAA monitor.

Arclin's subsidiaries in Mexico are not included in the filings.
The Mexican affiliates -- Arclin Mexican Holdings S.A. de C.V.,
Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de C.V. --
are not subject to any insolvency proceedings.


AL SMITH: Closes Store, May File for Bankruptcy
-----------------------------------------------
KYPost.com reports that Al Smith has closed his store and may file
for bankruptcy, after receiving on October 12 the news that his
businesses would have to close.  "Just a victim of the economy, we
apologize to all of our customers.  We thank them for all the
years that they have been with us. . . . We were approved for a
commercial loan through one of the banks here in Cincinnati.  It
was dragged on for months and months and it got us in a bad
position. . . . I have definitely refunded customers, I have
definitely paid employees out of my pockets, paid company bills
out of my pocket.  We would love to give their deposits back.  We
are working on different ways of doing this," KYPost.com quoted
Mr. Smith as saying.

Al Smith owns several Dalton Georgia Carpet stores in the Tri-
State.  He lives in Fairfield.


APPALACHIAN BANCSHARES: To Voluntary Delist From Nasdaq
-------------------------------------------------------
Appalachian Bancshares, Inc., the parent company of Appalachian
Community Bank, Appalachian Community Bank, F.S.B., and
Appalachian Real Estate, on October 14 announced its intent to
voluntarily delist the Company's common stock from the Nasdaq
Stock Market.  The Board determined the costs, expenses and
administrative burden of maintaining the listing outweighed the
benefits, given the level of trading activity for the common stock
and the expenses associated with continued listing, including
listing fees and compliance costs relating to the issues
identified below.  The Company has immediately proceeded with
delisting by providing a written notice to Nasdaq on October 13,
2009 of its intention to delist and will file a Form 25 with the
Securities Exchange Commission on October 23, 2009, 10 days after
the submission of its written notice.  The Company anticipates
that Nasdaq will suspend trading in the common stock within 10
days of submission of its written notice and expects the delisting
from Nasdaq to become effective November 3, 2009, 10 days after
filing its Form 25.  Following clearance by the Financial Industry
Regulatory Authority of a Form 211 application filed by a market
maker in the Company's common stock, the Company expects that its
shares will be quoted on the OTC Bulletin Board.  The Company will
remain subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended.

The Company has previously reported its receipt of notices from
Nasdaq indicating that the Company is not in compliance with the
following Nasdaq Global Market listing requirements: (i)
Marketplace Rule 5450(b)(1)(C), which requires a minimum market
value of publicly held shares ("MVPHS") of $5,000,000; and (ii)
Marketplace Rule 5450(a)(1), which requires a minimum closing bid
price of $1.00 per share.  The Company has been given until
December 22, 2009 and March 22, 2010 to comply with the MVPHS and
bid price requirements, respectively.

After delisting, the Company will continue to provide investors
access to information filed with the Securities Exchange
Commission or other information required to be made public under
securities laws on the Appalachian Community Bank website at
www.apab.com.

As reported by the Troubled Company Reporter on Aug. 26, 2009,
Appalachian Bancshares, Inc., posted a net loss of $30.9 million
for three months ended June 30, 2009, compared with a net income
of $701,000 for the same period in 2008.

For six months ended June 30, 2009, the Company posted a net loss
of $32.6 million compared with a net income of $1.8 million for
the same period in 2008.

The Company's management said that there is substantial doubt
about its ability to continue as a going concern as a result of
recurring losses, well as uncertainties associated with its
subsidiary, Appalachian Community Bank's ability to increase its
capital levels to meet regulatory requirements.

Appalachian Bancshares, Inc. (NASDAQ:APAB) is the holding company
for Appalachian Community Bank.  The Company provides a range of
retail and commercial banking products and services to individuals
and small- to medium- sized businesses through its community
banking relationship model.  The products and services include the
receipt of demand and time deposit accounts, the extension of
personal and commercial loans, and the furnishing of personal and
commercial checking accounts.  It also serves as the holding
company for Appalachian Community Bank, F.S.B, and Appalachian
Real Estate Holdings, Inc.


ASP GT: Moody's Assigns Corporate Family Rating at 'B1'
-------------------------------------------------------
Moody's Investors Service assigned first time ratings to ASP GT
Acquisition Corporation, a specialty chemical manufacturer, for
its acquisition of GenTek Incorporated.  The proposed rating
outlook is stable.

On September 28, 2009, Moody's placed the ratings of GenTek Inc.
(CFR B1) on review for possible downgrade following the
announcement that it entered into a definitive agreement to be
acquired by ASP, a wholly-owned subsidiary of investment funds
managed by American Securities LLC, a private equity firm.  Under
the terms of the merger agreement, ASP commenced a tender offer to
purchase for cash all of the outstanding shares of GenTek common
stock at a price of $38.00 per share.  The transaction is valued
at $673 million consisting of equity value of approximately
$411 million plus the assumption of net debt and similar
liabilities of approximately $262 million (including some
$212 million outstanding under an existing term loan agreement).
ASP's ratings and outlook are subject to review of the final
documentation of the financing and closing of the transaction.

Ratings Assigned:

ASP GT Acquisition Corp

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1

GenTek Holding LLC

* $30 million Sr Sec Revolver due 2013 -- Ba3 (LGD3, 41%)
* $300 million Sr Sec Term Loan B due 2014 - -- Ba3 (LGD3, 41%)

ASP's BI CFR reflects significant debt leverage, a relatively
small revenue base relative to adjusted debt balances, negative
tangible net worth and reduced asset profile in its restructured
operations.  Debt, when adjusted for Moody's standard adjustments,
(including unfunded pensions of $66 million and capitalized rents
of $22 million) is about $390 million, assuming no borrowings
under ASP's revolver.  At this level of debt proforma leverage for
2009 would be about 3.1 times in a year with peak EBITDA
generation.  Currently ASP is benefiting from a decrease in raw
material costs while a portion of revenues are contractually set
at prices negotiated when raw material prices were high.  As these
contracts are renegotiated EBITDA will likely drop to more
normalized levels and absent debt reduction leverage in 2010 would
likely increase.

While ASP has a smaller business profile, the rating factors in
the less cyclical nature of the company's specialty chemical
revenue base, improved financial performance in recent years, and
free cash flow generation.  In addition, the rating recognizes the
potential benefits from a number of restructuring and cost-cutting
initiatives that the company has undertaken, as well as the
prospect of reduced levels of capital spending that should aid in
the generation of free cash flow for debt reduction.

ASP's B1 CFR also takes into consideration the sponsor's publicly
stated focus on debt reduction, a business strategy less focused
on driving market share growth and more on improving free cash
flow with proceeds to be used for de-levering.

The rating outlook for ASP is stable.  Factors that could have
negative rating implications include a failure to maintain
historical margins as raw material prices decrease and
deterioration in its key end-market conditions.  Factors that
could have positive rating implications include a substantial
improvement in financial performance and meaningful debt
reductions.

ASP, after a business segment restructuring of GenTek Inc.'s
assets, is a focused specialty chemical company that operates in
three business segments.  The largest segment, with some 73% of
proforma revenues (for the LTM period ending September 30, 2009),
is the water treatment segment.  This segment provides inorganic
coagulants for water treatment applications to customers that
include municipalities and industrial users for primarily paper
making applications.  The municipal customers supply agreements
are often structured with one terms based on sealed bids; while,
the Industrial agreements are negotiated at varying lengths.
Moody's project revenues from continuing operations for the year
ending December 31, 2009 will approach $400 million.

The Ba3 rating on the senior secured revolver and term loan B
reflects their seniority in the company's debt structure, relative
proximity to the chemical operating assets, being issued from
GenTek Holding, LLC, and benefits of the collateral package.  The
facility will be secured by a first priority lien on the capital
stock as well as all domestic assets of the company and its
subsidiaries, and will be guaranteed on a senior secured basis by
all current and future domestic subsidiaries.  ASP is also
expected to guarantee the credit facilities.

Moody's last rating action concerning GenTek Inc. was on
September 28, 2009.  At the time the company's ratings were placed
under review for downgrade given the agreement to merge with ASP.
The ratings of GenTek, Inc., the company being acquired, will
remain on review until the proposed acquisition is closed, at that
time their ratings, including the SGL-3 and LGD point estimates
will be withdrawn.


AURORA OIL: Longhorn Wants Examiner to Probe Fraudulent Conveyance
------------------------------------------------------------------
Longhorn Properties, L.L.C., equity security holder, asks the U.S.
Bankruptcy Court for the Western District of Michigan to order the
appointment of an examiner in Aurora Oil & Gas Corporation and
Hudson pipeline & Processing Co., L.L.C.'s Chapter 11 cases.

Longhorn, through its counsel, Dingeman, Dancer & Christopherson,
P.L.C., alleges that the Debtors are involved in:

   -- fraudulent conveyance and guarantee;

   -- gross mismanagement and failure to operate as a reasonably
      prudent manager;

   -- the disregard for the terms of the HPPC Operating agreement;
      and

   -- self-serving interest, self dealing and lack of good faith
      in its prior and current dealings with the interestholders.

Longhorn said action is in the best interest of the minor equity
security holders of HPPC and the estate.

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

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


AURORA OIL: Wants Exclusive Plan Filing Extended Until December 9
-----------------------------------------------------------------
Aurora Oil & Gas Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Michigan to
extend their exclusive periods for filing a plan of reorganization
and soliciting acceptances of that plan until Dec. 9, 2009, and
Feb. 8, 2010.

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

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


AVENTINE RENEWABLE: CEO Resigns as Co. Prepares for "Fresh Start"
-----------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc. President and Chief
Executive Officer, Ron Miller, has resigned to pursue new
opportunities.  Mr. Miller resignation is effective October 23,
2009.

Bobby Latham, Aventine's Chairman of the Board, said, "Ron has
been with Aventine since its formation and was a central part of
Aventine's birth and growth.  Ron's leadership will be missed, but
the Company understands and respects his decision to make a fresh
start, just as the Company prepares for its fresh start through
the bankruptcy process.  We wish him the very best.  We likewise
pledge our full support to the management team in place."

Aventine's Board has appointed George T. Henning, Jr., as Interim
Chief Executive Officer and President of the Company, effective
October 24, 2009.  Mr. Henning has served as the company's Interim
Chief Financial Officer since March 2009 and will retain that
position.

The Board's decision to appoint Mr. Henning as Interim CEO is
supported by the Bankruptcy lenders under the Company's senior
secured debtor-in-possession financing facility and the holders of
the majority of the Company's pre-petition unsecured notes.

Mr. Henning is a retired financial executive with over 35 years of
senior financial management experience, including previous
positions with Eastern Gas and Fuel Associates, LTV Corporation
and its predecessor companies, and Pioneer Americas Company.  Mr.
Henning holds a MBA from Harvard University and a BA from
Pennsylvania State University.  Mr. Henning serves as a member of
the Board of Trustees of the Pennsylvania State University.

Daniel R. Trunfio, Jr., current Chief Operating Officer, has
agreed to stay on in that position.  Mr. Trunfio will be assuming
additional responsibilities in light of Mr. Miller's resignation.

                      About Aventine

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.


B-PVL1 LLC: Files Chapter 11 to Stop Foreclosure
------------------------------------------------
According to Bill Rochelle at Bloomberg, B-PVL1 LLC has filed for
bankruptcy protection with a Chapter 11 plan.  The plan calls for
transferring most of the equity to the lender in satisfaction of
the debt and in lieu of foreclosure of its assets.  B-PVL1 LLC
owns a 354-acre parcel in Pahrump, Nevada.

Court papers show the lender, Builder's Capital Inc., as being
owed $29.9 million.  The property is listed as having a value of
$44 million.

Under the Plan, after the company emerges from Chapter 11 under
new ownership structure, new capital contributions will be repaid
first from a sale of the property.  Thereafter, the lender will
take 90%, with the former owners keeping 10 percent.

The Company filed for Chapter 11 on Oct. 12, 2009 (Bankr. D. Nev.
Case No. 09-29147).


BCBG MAX: Moody's Upgrades Corporate Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service upgraded BCBG Max Azria Group, Inc.'s
debt ratings and assigned a positive rating outlook.  BCBG's
Corporate Family and Probability of Default Ratings were raised to
Caa1 from Caa2.  The company's senior secured term loan was raised
to B3 from Caa1.

The upgrades acknowledge BCBG's improved liquidity position
resulting from the upsizing of its asset-based revolving credit
facility to $457 million along with recent and favorable covenant
amendments.  BCBG's ratings continue to reflect the company's high
debt load, weak credit metrics, and significant business risk.
Additionally, performance in the company's retail business remains
under pressure due to the weak economic environment and soft
discretionary consumer spending.

The positive outlook considers the potential for revenue,
earnings, and credit metric improvement stemming from planned
growth in the company's wholesale business.  BCBG recently began
shipping its new Miley Cyrus & Max Azria wholesale line to Wal-
Mart, which Moody's believes has significant near-term growth
potential.  Demonstrated success with the new Max Rave wholesale
business could lead to a ratings upgrade.

Ratings upgraded:

* Corporate Family Rating to Caa1 from Caa2

* Probability of Default Rating to Caa1 from Caa2

* Senior secured term loan to B3 (LGD 3, 41%) from Caa1 (LGD 3,
  35%)

Moody's last rating action on BCBG was on May 8, 2009, when the
company's Corporate Family Rating was upgraded to Caa2 from Caa3
and a stable outlook was assigned.

BCBG Max Azria Group, Inc., is an apparel retailer and wholesaler.
Revenues for the twelve months ended August 1, 2009, were about
$960 million.


BERNARD KOSAR: Will Have Trustee Manage Bankruptcy Case
-------------------------------------------------------
Michael Bathon at Bloomberg reports that Bernie Kosar will have a
trustee appointed to take over his bankruptcy case.  U.S.
Bankruptcy Judge Raymond B. Ray ruled that "sufficient cause
exists" for a trustee to take over the case.

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

According to Bloomberg, Bernie Kosar's lawyers, Bloomberg relates,
objected to the appointment of a trustee, calling the allegations
"baseless."  His financial problems stem from the "disastrous
recession that the real estate market has suffered" and aren't "a
result of incompetence or mismanagement," the lawyers said in
court filings.

Bernard J. Kosar, Jr., is a former Cleveland Browns and University
of Miami quarterback.  He lives in the Fort Lauderdale suburb of
Weston.  Mr. Kosar filed for Chapter 11 on June 19, 2009 (Bankr.
S.D. Fla. Case No. 09-22371).  Julianne R. Frank, Esq., represents
Mr. Kosar.  Mr. Kosar listed assets listed $9.2 million in assets
and $18.9 million in debt.


BERNARD MADOFF: Investors Sue SEC for Missing Ponzi Scheme
----------------------------------------------------------
Erik Larson at Bloomberg News reports that two of Bernard Madoff's
victims sued the U.S. Securities Exchange Commission for failing
to uncover Madoff's $65 billion Ponzi scheme, in a case that could
trigger a wave of lawsuits if it isn't dismissed.

According to Bloomberg, the investors alleges, in a 63-page
complaint that the SEC, through a "pattern of incompetence,"
missed at least six opportunities to uncover Madoff's fraud even
after receiving detailed tips from an expert explaining how Mr.
Madoff's high returns and mysterious investment strategy were
proof of the world's biggest Ponzi scheme, according to the
complaint.

The lawsuit was filed by Phyllis Molchatsky, a disabled retiree
and single mother who lost $1.7 million, and Steven Schneider, a
doctor who lost almost $753,000.  They are represented by Herrick,
Feinstein LLP, in New York.

SEC spokesman John Heine said in a statement that the complaint
has no merit.

Peter Henning of Wayne State University Law School said in a phone
interview with Bloomberg that the suit is unlikely to succeed
because the plaintiffs have to show that SEC was negligent, that
it acted unreasonably.  He added that courts are reluctant to
allow these types of cases to move forward because it would expose
the government to thousands of lawsuits and massive debts.

                      About Bernard L. Madoff

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

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

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


BI-LO LLC: Squabbles with Union Over Bruno's Pension Debt
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Bi-Lo LLC is in a
dispute with the United Food and Commercial Workers union over
whether Bi-Lo has $63.8 million in liability as a member of the
control group for underfunding of the pension for former affiliate
Bruno's Supermarkets LLC.

The union, Mr. Rochelle relates, is asking the Bankruptcy Court to
rule that the question of liability should be submitted to
arbitration.  Bi-Lo and the Official Committee of Unsecured
Creditors in its bankruptcy case, on the other hand, believe the
issue should be decided by the Bankruptcy Court as a core issue in
the reorganization.

As reported by the TCR on Oct. 6, 2009, Bi-Lo has letter of intent
to sell majority of assets to Belgium-based supermarket owner
Delhaize Group.  Delhaize has offered to pay US$425 million in
cash for the assets, including associated inventory.

                         About BI-LO LLC

Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/
-- is a chain of 214 supermarkets based in Greenville, South
Carolina.  Founded in 1964 by Frank Outlaw, the Company and its
affiliates operate supermarkets around South Carolina, North
Carolina, Georgia, and Tennessee and have about 17,000 employees.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, serve as counsel.  Kurtzman Carson
Consultants LLC serves as notice and claims agent.  BI-LO listed
between $100 million and $500 million each in assets and debts.


CHARTER COMMS: Extends Bankruptcy to November 2
-----------------------------------------------
Tiffany Kary at Bloomberg reports that Charter Communications Inc.
revised its restructuring agreement with Chairman Paul Allen,
giving it until Nov. 2 to exit bankruptcy, or until Dec. 15 if it
hasn't received the necessary licenses and regulatory approval by
then.

Bankruptcy Judge James Peck has yet to issue a ruling on Charter
Communications' prearranged Chapter 11 plan following closing
arguments October 1.  JPMorgan Chase & Co., agent to banks and
funds that loaned Charter $8.2 billion in 1999, has opposed
Charter's plan.  The Company scheduled a status conference with
Judge Peck for Oct. 15.

According to Bloomberg, the deadline under the restructuring
agreement can be extended to Dec. 15 "if consents, approvals or
waivers required to be obtained from governmental authorities in
connection with the Plan with respect to Franchises, licenses and
permits covering areas serving at least 80% of the basic
subscribers have not been obtained" by Nov. 2, lawyers for Charter
wrote.

The original restructuring agreement was made by Allen and some of
the company's noteholders March 27, the day Charter filed for
bankruptcy.  Under the deal, the parties agreed to a Chapter 11
plan which seeks to reinstate, or replace on the same terms,
$11.8 billion in debt.

Some lenders and other objecting parties led by JPMorgan, however,
challenged the provisions of the Plan.  Mr. Allen's role in
Charter's debt restructuring is under scrutiny since distributions
are being provided to him on account of his equity interests in
Charter, in direct violation of the absolute priority rule.  Also
in question is the Plan's provision that Mr. Allen will be paid
around $200 million, based on his having provided the company with
between $2 billion and $3 billion of value.

                    About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

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


CHARTER COMMS: Judge Says He Will Confirm Plan
----------------------------------------------
Charter Communications, Inc. said Oct. 15 that the judge
overseeing its case in the United States Bankruptcy Court for the
Southern District of New York indicated he would confirm Charter's
pre-arranged Joint Plan of Reorganization and issue a confirmation
order within the next several weeks.  The Company expects to
emerge from Chapter 11 shortly thereafter.

"The Court's bench ruling today is a major milestone, having found
in favor of Charter on all significant issues," said Neil Smit,
President and Chief Executive Officer.  "I am proud that Charter
has consistently put customers first and has posted solid
operating results throughout this process, which is a testament to
our dedicated employees and supportive stakeholders.  We will
emerge as a stronger company with a significantly improved capital
structure.  We look forward to continue to serve our customers
with enhanced products, services and support."

The Chapter 11 plan is based on a restructuring agreement made by
Chairman Paul Allen and some of the company's noteholders entered
into on March 27, the day Charter filed for bankruptcy.  Under the
deal, the parties agreed to a Chapter 11 plan that seeks to
reinstate, or replace on the same terms, $11.8 billion in debt.

Some lenders and other objecting parties led by JPMorgan, however,
challenged the provisions of the Plan.  Mr. Allen's role in
Charter's debt restructuring is under scrutiny since distributions
are being provided to him on account of his equity interests in
Charter, in direct violation of the absolute priority rule.  Also
in question is the Plan's provision that Mr. Allen will be paid
around $200 million, based on his having provided the company with
between $2 billion and $3 billion of value.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

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


CHEMTURA CORP: Bio-Lab Amended Lease with Duke Approved
-------------------------------------------------------
At the behest of Chemtura Corp. and its units, the Court
authorizes:

  (a) Debtor Bio-Lab, Inc., to enter into an amendment to (i) its
      office lease agreement with Duke Realty Limited
      Partnership, and (ii) its build-to-suit lab lease with
      Duke, dated as of December 16, 2002; and

  (b) Chemtura Corporation to enter into an amendment to a lease
      agreement between Bayer Crop Science LP and Dallas G.
      Lynch and Dorothy J. Lynch, which was assigned to Chemtura
      pursuant to an assignment agreement.

The Court permits Bio-Lab and Chemtura to assume the Leases, as
amended, and pay related cure costs.

                  Lawrenceville Office Lease

Under the Office Lease, Bio-Lab leases 88,928 sq. ft. of office
space in a building known as Hillside II at Huntcrest located in
Lawrenceville, Georgia.  The Lawrenceville Office Lease requires
monthly rent payments of approximately $146,418 and is scheduled
to expire on May 19, 2017.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors have determined that Bio-Lab no longer
needs the entire space leased under the Lawrenceville Lease.
Bio-Lab only needs a reduced portion of the Lawrenceville Office
premises.  In this regard, Bio-Lab and Duke entered into arms'
length negotiations for an amendment to the Lawrenceville Lease
that will permit Bio-Lab to occupy a reduced portion of the
Lawrenceville Office and that will extend the term of the
Lawrenceville Office Lease.  Bio-Lab agrees to assume the
Lawrenceville Office Lease, as amended and, as consideration for
the amendment, to pay cure costs totaling $83,779.

The salient terms of the Lawrenceville Office Amendment are:

  (a) The amendment terminates all of Bio-Lab's rights and
      obligations with respect to approximately 27,599 rentable
      square feet of space on the fifth floor of the
      Lawrenceville Office and 33,824 additional square feet
      consisting of (i) approximately 6,429 rentable square feet
      of space on the first floor of the Lawrenceville Office,
      and (ii) approximately 27,450 rentable square feet of
      space on the fourth floor of the Lawrenceville Office
      commencing as of August 31, 2009;

  (b) With respect to the remaining space leased at the
      Lawrenceville Office, Bio-Lab will pay rent subject to a
      modified reduced pay structure and Bio-Lab's expenses
      percentage for the Lawrenceville Facility will also be
      decreased to 20.45%; and

  (c) The term of the Lawrenceville Office Lease will be
      extended, through and including September 30, 2019.  Duke
      will waive its right to assert any claims against Bio-Lab
      with respect to any amount owed or allegedly owed by Bio-
      Lab as of and through the effective date of the
      Lawrenceville Office Amendment, other than the Office Cure
      Cost.

                     Lawrenceville Lab Lease

Under the Lab Lease, Bio-Lab leases a 50,000 sq. ft. building
known as Huntcrest IV located in Lawrenceville, Georgia.  The
space is used as a research and laboratory facility for the
analysis of pool and spa chemicals.  The Lawrenceville Lab Lease
requires monthly rent payments of about $117,949 and expires on
June 14, 2017.

The Debtors aver that the Lawrenceville Lab is necessary for
their business operations.  In connection with the decision to
assume the Lawrenceville Lab Lease, Bio-Lab also entered into
arm's-length negotiations with Duke to extend the term of the
lease, which resulted in an amendment to the Lawrenceville Lab
Lease pursuant to which the parties agreed that:

  (a) the term of the Lawrenceville Lab Lease will be extended
      through September 30, 2019;

  (b) Bio-Lab will be granted, subject to certain requirements
      and conditions, the option to terminate the Lawrenceville
      Lab Lease effective as of September 30, 2014; and

  (c) Duke will waive its right to assert a claim against Bio-
      Lab in the Chapter 11 cases for any amounts owed by Bio-
      Lab as of and through the effective date of the
      Lawrenceville Lab Amendment other than cure costs
      amounting to $65,905, which Bio-Lab has agreed to pay in
      connection with assumption of the Lawrenceville Lab Lease,
      as amended.

                           Pekin Lease

On March 24, 2006, pursuant to an assignment of all rights,
Chemtura became the tenant of a lease agreement, whereby it
leases about 40,970 sq. ft. of manufacturing and warehouse space
in Pekin, Illinois.  Chemtura pays a monthly rent of $10,569 plus
taxes and insurance under the Pekin Lease, which will expire on
October 31, 2009.

With regard to the Pekin Facility, Mr. Cieri says that it is an
important warehouse facility for Chemtura.  Through arm's-length
negotiations with the Lynches, Chemtura has entered into an
amendment to the Pekin Lease pursuant to which:

  (a) the term of the Pekin Lease will be extended through
      October 31, 2012; and

  (b) Chemtura will be granted the option to terminate the Pekin
      Lease without cause upon 120 days' advance notice to the
      Lynches any time after October 31, 2011.

All other terms of the Pekin Lease remain the same through the
extended term.  Additionally, in connection with the assumption,
and as consideration for the amendment, Chemtura has agreed to
pay the related cure amount of $64,644.

                       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 Assume McFarland & Morgantown Leases
---------------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
authority to assume two non-residential real property leases with
certain counterparties:

  (1) A lease with Enrout Properties LLC, which authorizes the
      Debtors to use certain land in connection with their
      operations in the Morgantown, West Virginia area.  The
      Morgantown Lease has an annual rent payment of $24,046 and
      a term extending through June 30, 2011.

  (b) An industrial lease with Union Pacific Railroad Co., which
      grants the Debtors the right to use certain premises
      located at Hollis Station, California, for the receipt,
      storage and distribution of certain chemicals.  The Hollis
      Station Lease was originally an annual lease with rent of
      $1,864 per year, which was continuously renewed until
      1986, and has continued thereafter on a month-to-month
      basis.  As of the Petition Date, the Debtors owed Union
      Pacific Railroad $393 under the Hollis Station Lease.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the Leases are necessary to the Debtors' business
operations.

                       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 Assume Triflumizole Purchase Agreement
-----------------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
authority to amend and assume (1) the NF-114 Purchase Agreement,
dated as of October 22, 1985, between Uniroyal Chemical Company,
Inc., n/k/a Chemtura Corporation, and Nippon Soda Co. Ltd., and
(2) a related license agreement.  The Court also permits the
Debtors to pay cure costs related to the assumption of the
Agreements.

The Debtors operate in two business groups: engineered products
and performance products.  The engineered products business group
includes a crop protection business segment that produces, among
other things, pesticides formulations, plant-growth regulants,
and seed treatment products.

In 1984 and 1985, Uniroyal, Inc., and Nippon Soda entered into the
License Agreement and the Purchase Agreement.  Uniroyal Inc.
subsequently assigned the License Agreement and the Purchase
Agreement to Uniroyal Chemical Company, Inc., the predecessor-in-
interest to Chemtura.

Pursuant to the Agreements, Chemtura purchases from Nippon Soda
all of its requirements for triflumizole technical, a crop
protection product.  Since 1988, Chemtura has made the purchases
through Nisso America, Inc., a subsidiary of Nippon Soda,
although Nisso America was not a party to the Purchase Agreement.

The Debtors formulate and sell triflumizole under certain of
their products, and are among the most profitable products in the
crop protection business segment.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Debtors forecast that 2009 sales of their products
will exceed $9.7 million.  Nippon Soda, through Nisso America, is
the Debtors' sole EPA-registered source of triflumizole.

Since the Petition Date, Chemtura and Nippon Soda have disputed
whether, pursuant to Japanese law, the Purchase Agreement is
still in force under an "evergreen" renewal provision of the
Agreements or instead, whether the Purchase Agreement and License
Agreement terminated years ago before the Petition Date.

The parties have continued operating under the Agreements pending
good faith negotiations to resolve the dispute, Mr. Cieri tells
the Court.

In connection with negotiations to resolve the dispute concerning
the current status of the Agreements, the Debtors, Nippon Soda
and Nisso America have agreed to amend the Purchase Agreement and
the License Agreement.

The material terms of the Amendment are:

  * Chemtura will purchase all of its requirements for
    triflumizole at a technical grade within the territories
    described in the Amendment from Nisso America, which will be
    supplied with the product by Nippon Soda.  Nippon Soda and
    Nisso America will not sell triflumizole technical grade to
    any purchaser other than Chemtura within certain exclusive
    territories.  Nisso America also will become a contracting
    party under the Amendment.

  * The Purchase Agreement will have a term through August 31,
    2012, and will automatically extend for additional terms of
    two years each unless either party has given not less than
    one year prior written notice of non-renewal.  The License
    Agreement will be amended to be co-terminous with the
    Purchase Agreement.

  * The Amendment clarifies the current price for purchases
    under the Purchase Agreement and modifies certain business
    terms of the Purchase Agreement with respect to, among other
    things, price adjustments.  In addition, the Amendment
    provides that during Chemtura's Chapter 11 case, Chemtura
    will pay in advance in cash for each shipment under the
    Purchase Agreement subject to a 12% per annum discount as an
    accommodation to Nippon Soda as a result of its inability to
    obtain credit insurance, in accordance with its standard
    commercial practice, for Chemtura's obligations under the
    Purchase Agreement.  After Nippon Soda is able to obtain
    credit insurance for Chemtura's purchases, Chemtura will
    have payment terms of net 60 days for each shipment.

  * As consideration for the Amendment, Chemtura has agreed to
    pay Yen 62,192,000, or approximately US$686,500,
    representing the amount due and owing to Nippon Soda and
    Nisso America prepetition in full and final satisfaction of
    any and all cure costs relating to assumption of the
    Agreements, as amended.

  * Chemtura agrees for itself and any of its subsidiaries,
    affiliated entities, general partners, divisions,
    predecessors and successors that it will not seek to "claw
    back," recover or avoid any payments made by Chemtura or any
    of its debtor subsidiaries to Nippon Soda or Nisso America
    under the Purchase Agreement; or make any claim with respect
    to any purchase order cancelled by Chemtura and Nisso
    America or any related product transfer between Chemtura and
    Nisso America before the Petition Date, whether as a
    preference, under any provision of the Bankruptcy Code or
    otherwise.

                       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: Wins Approval of Valent USA Joint Branding Pact
--------------------------------------------------------------
Chemtura Corp. and its units seek the Court's authority to enter
into a joint branding agreement with Valent USA Corporation.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors have developed a pesticide formulation
that contains active ingredients, ipconazole and metalaxyl, for
use as a seed treatment fungicide.  On the other hand, Valent has
developed a pesticide formulation that contains the active
ingredient, clothianidin, for use as a seed treatment
insecticide.

The Chemtura Formulation and Valent Formulation are complementary
soybean seed protectants that when combined together, protect
soybeans from all major early season soybean diseases and insect
pests, protecting the seed at planting and then moving into the
plant to protect it as it grows, Mr. Cieri tells the Court.

After ongoing negotiations and discussions between the Debtors
and Valent, the Parties determined that it would be in their
mutual best interest to enter into a Joint Branding Agreement and
market the Chemtura Formulation and Valent Formulation together
as a co-branded product, bearing a single brand name, with the
two formulations shipped side-by-side on the same pallet.

Indeed, the Debtors estimate that due to the complementary nature
and synergies between both formulations, the Co-brand Product
will allow them to obtain more revenues than it would obtain by
marketing and selling their own formulation, Mr. Cieri points
out.

Pursuant to the Agreement, the Co-brand Product will be
exclusively sold and marketed to distributors and seed dealer
treaters for use as a seed treatment pesticide on soybeans in the
United States and Canada.  The Agreement specifically provides
that the marketing and sale of the Co-brand Product may be
extended by agreement of the Parties to additional crops and
territories.  The revenues generated from the sale of the Co-
brand Product will be distributed between the Debtors and Valent
as determined under the Joint Branding Agreement.

Additionally, Mr. Cieri says that the Debtors and Valent have
agreed to coordinate their efforts in the marketing and sale of
the Co-brand Product.  Among other things, the Parties'
representatives will meet annually to review and agree upon
development plans for the Co-brand Product, will jointly develop
an annual marketing plan, will discuss volume forecasts annually
for the upcoming three crop years and will coordinate the
handling of customer complaints.

The term of the Joint Branding Agreement is through December 31,
2014.

                       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)


CHRYSLER FINANCIAL: S&P Affirms 'CCC-' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'CCC-' long-term counterparty credit rating on Chrysler Financial
Services Americas LLC.  The ratings are removed from CreditWatch
Negative, where they were placed May 1, 2009.  The outlook is
negative.  S&P is also affirming its '3' recovery rating on
Chrysler Financial's $6 billion senior-secured, first-lien debt
due 2012 and S&P's '6' recovery rating on Chrysler Financial's
$2 billion senior-secured, second-lien term loan facility due
2012.

Chrysler Financial continues to manage operations after Chrysler
LLC's filing and emergence from bankruptcy.  However, GMAC Inc.
has supplanted Chrysler Financial as the primary financing
provider for Chrysler LLC as part of the U.S. government's support
of General Motors and Chrysler LLC.  Chrysler Financial's current
operating condition is characterized by significantly reduced
originations that consist primarily of traditional, non-subvented
product originated by Chrysler dealerships ($500 million
originated during second-quarter 2009).  Chrysler Financial is
funding these originations with remaining cash balances
($3.7 billion at the end of the second quarter).  The company
continues to consider all strategic options.

The outlook is negative.  This considers S&P's opinion that
Chrysler Financial is in run-off mode.  "Although the company is
considering all strategic options, S&P remain uncertain regarding
the company's future as an ongoing entity in its present form,"
said Standard & Poor's credit analyst John K. Bartko, C.P.A.  This
is particularly evident when considering its replacement by GMAC
as the primary provider of financing for Chrysler LLC.


CHURCH OF GOD IN CHRIST: Case Summary & 2 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Church of God in Christ of Chicago Heights
        284-86 E. 16th Street
        Chicago Heights, IL 60411

Bankruptcy Case No.: 09-38195

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois

Debtor's Counsel: Ernesto D. Borges Jr., Esq.
                  Law Offices of Ernesto Borges
                  105 W Madison Street, 23rd Floor
                  Chicago, IL 60602
                  Tel: (312) 853-0200
                  Email: aferreria@bill-busters.com

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

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

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

             http://bankrupt.com/misc/ilnb09-38195.pdf

The petition was signed by RD Edward Goodwin, president of the
Company.


CHIYODA AMERICA: Schedules Nov. 10 Plan Confirmation
----------------------------------------------------
Chiyoda America Inc., a subsidiary of Japan's Chiyoda Gravure
Corp., is scheduled to present its reorganization plan for
confirmation by the U.S. Bankruptcy Court on Nov. 10, Bill
Rochelle at Bloomberg News reported.

The Plan offers to pay unsecured creditors in full over time so
the parent may retain ownership.  The Plan calls for the parent's
secured claim to be reduced to $3 million, with the deficiency of
$14.2 million becoming an unsecured claim.  Third-party unsecured
creditors are slated to be paid in full over four years, if they
vote for the plan.

Chiyoda makes gravure printed products for manufacturers of
kitchen countertops and laminated flooring.

New York City-based Chiyoda America, Inc., fka Cosmopolitan
Graphics Corporation and Advanced Printing, filed for Chapter 11
on Aug. 19, 2009 (Bankr. S.D.N.Y. Case No. 09-15059).  Michael Z.
Brownstein, Esq., at Blank Rome LLP, represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.  The
assets were shown on the books for $21.3 million while debt
totaled $44.5 million.


CIRCUIT CITY: Insurers Reach Deal on Hurricane Claims
-----------------------------------------------------
Law360 reports that Circuit City Stores Inc. has reached a
settlement with insurers - including Lexington Insurance Co.,
Liberty Mutual Fire Insurance Co. and underwriters at Lloyd's
Insurance Co. - over claims for damage to stores and business
interruption resulting from Hurricane Ike in 2008.

Circuit City is already scheduled to appear before the Bankruptcy
court on November 23 to seek confirmation of its Joint Plan of
Liquidation.  The Plan is being co-sponsored by the unsecured
creditors committee.  The Plan provides for the orderly
liquidation of the remaining assets of the Debtors and the
distribution of the proceeds of the liquidation of the Debtors'
assets according to the priorities set forth under the Bankruptcy
Code.  Unsecured creditors are estimated to recover up to 13.5% of
their allowed claims.

A copy of the Disclosure Statement and First Amended Plan, a full-
text copy of which is available at no charge at:

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

                        About Circuit City

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

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

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

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

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


CIT GROUP: Said to Be in Talks to Amend $29 Billion Swap
--------------------------------------------------------
CIT Group Inc., is in talks with some bondholders to amend terms
of its $29 billion debt exchange, Pierre Paulden at Bloomberg News
reported, citing people familiar with the matter.  Changes may
also be made to the prepackaged-bankruptcy plan that investors
were asked to approve if the debt swap doesn't work, said one of
the people.

The talks come less than a week after Moody's Investors Service
said New York-based CIT may need to liquidate if too few investors
agree to either the swap or a prepackaged bankruptcy.

"Given our expectation for the exchange to fail, they would have
to amend it to avoid bankruptcy," Adam Steer, an analyst at
CreditSights Inc. in New York said Oct. 14.

As reported by the TCR on Oct. 13, 2009, CIT Group's debt-exchange
offer has received little interest from investors and the Company
may pursue bankruptcy, Reuters reported, citing unidentified
people familiar with the situation.

Separately, investors in CIT securities said it is possible that
the company will not find enough debtholder approval for a
prepackaged bankruptcy, which requires sufficient support before
the company files for protection from creditors, Reuters reported.
Instead, CIT, according to the report, might have to aim for a
pre-negotiated bankruptcy, which requires less support before the
actual filing.

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

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

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

The Company said that if it does not achieve the objectives of the
exchange offers, it may decide to initiate a voluntary filing
under Chapter 11 of the U.S. Bankruptcy Code.  Therefore, the
Company is concurrently soliciting bondholders and other holders
of CIT debt to approve a prepackaged plan of reorganization.  The
Company has been informed by advisors to the Steering Committee
that, subject to review of the offering memorandum, approximately
$10 billion of outstanding unsecured indebtedness have already
indicated their intention to participate in the exchange offer or
vote for the prepackaged plan of reorganization.

                        About CIT Group Inc.

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

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

CIT Group on October 1 announced a restructuring plan built upon
exchange offers for certain unsecured notes.  The Company said
that if it does not achieve the objectives of the exchange offers,
it may decide to initiate a voluntary filing under Chapter 11 of
the U.S. Bankruptcy Code.

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

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


CITIGROUP INC: Reports Third Quarter Net Income of $101 Million
---------------------------------------------------------------
Citigroup Inc. reported net income for the third quarter 2009 of
$101 million, and a $0.27 loss per share, based on an average
12.1 billion shares outstanding.  Third quarter revenues were
$20.4 billion.  Results included $8.0 billion in net credit losses
and an $802 million net loan loss reserve build.

During the third quarter, Citigroup completed its previously
announced exchange offers.  This resulted in an $851 million
after-tax gain, but also in a $3.1 billion reduction in income
available to common shareholders, resulting in an incremental net
$0.18 loss per share.  The reported loss per share also reflected
preferred stock dividends, which did not affect net income but
reduced income available to common shareholders by $288 million or
$0.02 per share.

"This was an important quarter for us.  The completion of the
exchange offers and the significant actions taken during the last
few quarters have created a strong foundation.  With strong
capital, strong liquidity and a strong franchise, we are looking
forward.  We continue to execute steadily against our plan, and
sustainable profitability remains our primary goal in the near
term.  While consumer credit trends are improving in international
markets, the U.S. consumer credit environment remains
challenging," said Vikram Pandit, Chief Executive Officer of
Citigroup.

"Our Tier 1 and Tier 1 Common ratios ended the quarter at 12.7%
and 9.1% respectively.  Our client franchise continues to perform
well.  Customer deposits grew $28 billion during the quarter,
Securities and Banking has produced record year-to-date revenues
and Global Transaction Services has produced record year-to-date
net income and both had a solid third quarter.  We are also seeing
increased customer activity in our Global Consumer business."

"Looking forward, we will continue to focus on sustainable
profitability and growth, repaying TARP and helping support
America's economic recovery."

Citigroup revenues were $20.4 billion.  Managed revenues were
$23.1 billion.  Excluding a $1.4 billion gain from the impact of
the exchange offers and the $11.1 billion Smith Barney gain on
sale, managed revenues were stable versus the prior quarter.

Citicorp revenues of $13.0 billion (managed revenues of
$14.8 billion) included a negative $1.7 billion credit value
adjustment ("CVA").

Citi Holdings revenues of $6.7 billion (managed revenues of
$7.6 billion) included $1.5 billion of positive net revenue marks.

Net credit losses remained elevated at $8.0 billion, but were down
from $8.4 billion in the prior quarter. Managed net credit losses
were $11.0 billion, down from $11.5 billion in the prior quarter.

Net loan loss reserve build was $802 million, down from
$3.9 billion in the prior quarter.

The allowance for loan losses increased to $36.4 billion, or 5.9%
of total loans.

Completion of exchange offers resulted in an additional
$64 billion of Tier 1 Common and $60 billion of Tangible Common
Equity.  As a result, Tangible Common Equity and Tier 1 Common
ratios improved during the third quarter to 10.3% and 9.1%,
respectively.  Tier 1 Capital remained stable at 12.7%. Tangible
book value per share was $4.47.

Deposits were $833 billion, up $28 billion from the second quarter
of 2009.  Deposit growth was strong in both Transaction Services
and Regional Consumer Banking.

Citi Holdings assets declined $32 billion to $617 billion during
the quarter and are now down $281 billion from peak levels in the
first quarter 2008.

Enhanced liquidity position -- ended the quarter with $244 billion
in cash and due from banks, and deposits with banks, up from
$209 billion at June 30, 2009.

Completed sales of Nikko Cordial Securities and Nikko Asset
Management on October 1, 2009, which will result in a further
approximate $25 billion decline in Citi Holdings assets in the
fourth quarter of 2009.

Completed more than 24,000 mortgage loan modifications during the
quarter.  In addition, at the end of the quarter, Citigroup had
more than 63,000 loans in the trial modification period under the
Home Affordable Modification Program ("HAMP").

                     CITIGROUP THIRD QUARTER 2009 RESULTS

                            Revenues             Income From Cont.
Operations

(in millions of
dollars, except
per share
amounts)         3Q'09    2Q'09     3Q'08     3Q'09     2Q'09      3Q'08
                  -----  --------  --------  --------  --------  --------
Citicorp
Regional
  Consumer
  Banking          5,675    5,605     6,109       615       217       446
Securities and
  Banking          4,893    6,872     7,345       755     1,867     2,238
Transaction
  Services         2,457    2,483     2,566       939       974       918
--------------   ------   ------    ------    ------    ------    ------
Total Citicorp  $13,025  $14,960   $16,020   $ 2,309   $ 3,058   $ 3,602
---------------  ------   ------    ------    ------    ------    ------
Citi Holdings
Brokerage and
  Asset
  Management         670   12,339     2,094       139     6,814      (57)
Local Consumer
  Lending          4,647    3,930     5,432    (2,099)   (4,193)  (2,285)
Special Asset
  Pool             1,377     (519)   (6,822)      142    (1,262)  (4,594)
--------------   ------   ------    ------    ------    ------    ------
Total Citi
Holdings        $ 6,694  $15,750   $   704   $(1,818)  $ 1,359  $(6,936)
---------------  ------   ------    ------    ------    ------    ------
Corporate/Other  $   671  $  (741)  $  (466)  $   102   $   (30)  $
(187)
---------------  ------   ------    ------    ------    ------    ------
Total Citigroup
From Continuing
Operations                                   $   593   $ 4,387
$(3,521)
Discontinued
Operations                                      (418)     (142)     613
Net income (loss)
attributable to
noncontrolling
interest                                          74       (34)     (93)
----------------  ------   ------    ------    ------    ------   ------
Total Citigroup $20,390  $29,969   $16,258   $   101   $ 4,279  $(2,815)
---------------  ------   ------    ------    ------    ------    ------
Diluted
  Preferred Stock
  Dividends and
  Discount
  Accretion                                       288     1,279       119
Impact of
  Exchange Offer
  on Retained
  Earnings                                     (3,055)
Income Available
to Common
Shareholders                                 $(3,242)  $ 3,000
$(2,934)
Diluted EPS from
Continuing
Operations                                   $ (0.23)  $  0.51   $
(0.72)
Diluted EPS                                   $ (0.27)  $  0.49   $(0.61)

Citigroup revenues were $20.4 billion, down from $30.0 billion in
the prior quarter, which included an $11.1 billion gain from the
Smith Barney transaction.  Managed revenues were $23.1 billion,
down from $33.1 billion in the prior quarter.  Third quarter
managed revenues included a $1.4 billion gain from the
extinguishment of debt associated with the exchange offers.
Excluding the impact of this gain and the Smith Barney transaction
from the prior quarter, managed revenues were down 1%
sequentially.

Citicorp revenues were $13.0 billion, down from $15.0 billion in
the prior quarter. Managed revenues were $14.8 billion, down from
$16.6 billion in the prior quarter.  Excluding the impact of
negative net revenue marks in each quarter, managed revenues were
down approximately 6% sequentially due primarily to declines in
Securities and Banking revenue.

Citi Holdings revenues were $6.7 billion versus $15.8 billion in
the prior quarter, which included the $11.1 billion gain from the
Smith Barney transaction.  Managed revenues3 were $7.6 billion
during the quarter, up 25% from the prior quarter excluding the
Smith Barney gain, driven primarily by positive net revenue marks
within the Special Asset Pool.  The current quarter's results
include a $320 million pre-tax gain on the sale of Citigroup's
managed futures business to the Smith Barney JV.

Corporate/Other revenues were $671 million versus a $741 million
loss in the prior quarter, primarily due to the $1.4 billion gain
on debt extinguishment associated with the exchange offers.

Citigroup's credit costs of $9.1 billion included net credit
losses of $8.0 billion, a $0.8 billion net loan loss reserve build
and $0.3 billion of policyholder benefits and claims.  Total
credit costs were down 28% sequentially from $12.7 billion in the
prior quarter.

Citigroup's net income was $101 million versus $4.3 billion in the
second quarter.  Excluding the Smith Barney gain on sale, net
income was up $2.5 billion sequentially, benefiting from lower
credit costs and the gain on debt extinguishment associated with
the exchange offers.

Total assets were $1.9 trillion, up 2% from the prior quarter
primarily reflecting growth in cash and due from banks, and
deposits with banks, partially offset by declining loans and
securities.

                         About Citigroup

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.


CONSECO INC: Mulls $78MM Stock Sale, $293MM Sr. Notes Offering
--------------------------------------------------------------
Conseco, Inc., entered into a stock and warrant purchase agreement
with Paulson & Co. Inc., on behalf of the several investment funds
and accounts managed by it, to sell to Paulson 16.4 million shares
of common stock and warrants to purchase 5.0 million shares of
common stock for an aggregate purchase price of $77.9 million, as
part of a series of transactions intended to enhance its capital
position.

In addition, Conseco intends to privately offer, subject to
certain conditions, up to $293.0 million aggregate principal
amount of convertible senior debentures to fund a substantial
portion of the purchase price of its existing convertible
debentures that are tendered in a cash tender offer for its
existing convertible debentures that Conseco intends to commence
in the near future.

Upon closing the private sale of common stock, Paulson will own
9.9% of Conseco's outstanding shares, including shares Paulson
previously acquired in open market transactions.  Conseco will
grant certain registration rights to Paulson in connection with
its acquisition of the common stock and warrants.  Half of the net
proceeds from the issuance of these shares will be used to repay
indebtedness under Conseco's credit agreement.  The remaining net
proceeds will be used to:

   -- pay the portion of the purchase price of the existing
      convertible debentures that are tendered in the cash tender
      offer that Conseco intends to commence for the debentures
      that is not funded by the issuance of new convertible
      debentures;

   -- pay the portion of the repurchase price of the existing
      convertible debentures on Sept. 30, 2010, that Conseco is
      required by the holders thereof to repurchase that is not
      funded by the issuance of new convertible debentures, if
      any;

   -- pay the portion of the redemption price of existing
      convertible debentures on Oct. 5, 2010, that is not funded
      by the issuance of new convertible debentures, if any
      existing convertible debentures remain outstanding at that
      time and Conseco elects to redeem such existing convertible
      debentures; and

   -- for general corporate purposes.

The warrants that Paulson will receive will have an exercise price
of $6.50 per share of common stock, subject to customary anti-
dilution adjustments.  Prior to June 30, 2013, the warrants will
not be exercisable, except under limited circumstances.
Commencing on June 30, 2013, the warrants will be exercisable for
shares of Conseco's common stock at the option of the holder at
any time.  The warrants expire on Dec. 30, 2016.  The closing of
the common stock and warrant sale is subject to satisfaction of
certain conditions and is expected to occur on the earliest
closing date for the new convertible debentures that Conseco
intends to privately offer.

The issuance of the 16.4 million shares of common stock and
warrants to purchase 5.0 million shares of common stock to Paulson
together with the issuance of new convertible debentures that
Conseco intends to offer, which will be convertible into shares of
common stock, will exceed the 20% threshold set forth in Section
312.03 of the New York Stock Exchange Listed Company Manual.
While the rules of the NYSE generally require stockholder approval
prior to the issuance of securities in excess of the 20%
threshold, the NYSE's Shareholder Approval Policy provides an
exception in cases where the delay involved in securing
stockholder approval for the issuance would seriously jeopardize
the financial viability of the listed company.  In accordance with
the NYSE rule providing that exception, the audit committee of
conseco's board of directors approved Conseco's intended use of
the exception.  The NYSE has approved Conseco's reliance on the
exception in connection with Conseco's private sale of common
stock and warrants to Paulson and the new convertible debentures
that Conseco intends to privately offer and, in accordance with
such exception, Conseco will not consummate the transactions until
at least 10 days after the mailing of a letter to stockholders
describing the transactions.

A full-text copy of the Stock and Warrant Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?46f0

A full-text copy of the Form of Investor Rights Agreement is
available for free at http://ResearchArchives.com/t/s?46f1

                       About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.

Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries.  S&P revised
the outlook to stable from negative.


CONSECO INC: Reissues Historical Financial Statements for FY 2008
-----------------------------------------------------------------
Conseco, Inc., re-issued its historical financial statements
included in its Annual Report on Form 10-K for the year ended
Dec. 31, 2008, to reflect the adoption of a new accounting
standard that requires retroactive application to issued financial
statements.

The Company updated its historical financial statements to reflect
the adoption of FSP No. APB 14-1, "Accounting for Convertible Debt
Instruments That May Be Settled In Cash Upon Conversion" that was
effective Jan. 1, 2009.

A full-text copy of the selected financial data is available for
free at http://ResearchArchives.com/t/s?46f2

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.

Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries.  S&P revised
the outlook to stable from negative.


CONSECO INC: Moody's Affirms 'Caa1' Senior Bank Facility Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.

The rating action follows the announcement by Conseco that it will
enhance its capital position through the issuance of equity and
new convertible debentures to pay down its existing convertible
debentures.  Moody's also assigned a Caa3 rating with a positive
outlook to the anticipated issuance of $293 million of convertible
senior debentures by ConseCo.

According to the rating agency, Conseco has privately placed
$293 million of 7% Convertible Senior Debentures due 2016 and will
use the proceeds to tender existing 3.5% convertible debentures,
which are putable to the company in September, 2010.  The company
also plans on raising $200 million through a general stock
offering in addition to $78 million through a stock and warrant
purchase agreement with Paulson & Co. Inc., an employee-owned
hedge fund sponsor.

Senior Vice President Scott Robinson commented: "Our decision to
change the rating outlook to positive from negative was largely
predicated on the company's ability to eliminate the potential
liquidity strain from the upcoming maturity of its convertible
senior debentures as well as enhance its capital position.
Notwithstanding these positive developments, Moody's remain
concerned about the tightness of the company's debt covenants,
especially when they revert back to more conservative levels in
the third quarter of 2010."

The rating agency believes that the company has made substantial
headway in improving risk management and its capital structure.
However, the company's credit profile is still constrained by weak
financial flexibility and historically low profitability with
recurring, albeit reduced and less frequent, "one-time" charges.
Conseco reported net operating earnings (before $129 million of
net realized investment losses) of $159 million for the first half
of 2009, up from $108 million in the same period one year ago.

Moody's said that these could put upward pressure on the rating: a
loosening of the bank covenants under Conseco's bank credit
facility; refinancing or paying down an additional portion of the
bank debt; annual run-rate consolidated statutory EBIT of at least
$150 million; and an NAIC RBC ratio on a consolidated basis above
300%.  Conversely, these could result in a change in outlook back
to stable: financial flexibility constrained by tight bank
covenants; adjusted GAAP EBIT coverage of below two and a half
times; an RBC ratio of any statutory operating entity below 200%,
or an RBC ratio of a statutory entity actively marketing insurance
products below 275%.

These ratings were affirmed and the outlook changed to positive
from negative:

* Conseco, Inc. -- senior secured bank debt at Caa1; senior
  unsecured convertible debentures at Caa3;

* Bankers Life and Casualty Company -- insurance financial
  strength rating at Ba2;

* Conseco Insurance Company -- insurance financial strength rating
  at Ba2;

* Colonial Penn Life Insurance Company -- insurance financial
  strength rating at Ba2;

* Conseco Health Insurance Company -- insurance financial strength
  rating at Ba2;

* Conseco Life Insurance Company -- insurance financial strength
  rating at Ba2;

* Washington National Insurance Company -- insurance financial
  strength rating at Ba2.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of June 30, 2009, Conseco reported
total shareholders' equity of $2.4 billion.

The last rating action on Conseco took place on March 3, 2009,
when Moody's downgraded the life insurance subsidiaries to Ba2
from Ba1, its bank debt rating to Caa1 from B2 and the rating on
the company's senior convertible debentures to Caa3 from B3.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


CONSECO INC: S&P Affirms 'CCC' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries.  S&P revised
the outlook to stable from negative.

"The change in outlook reflects Conseco's improved financial
flexibility in the short term following the execution of part of a
recapitalization plan that exchanges the 3.5% debt maturing in
2010 with 7% debt that matures in 2016," said Standard & Poor's
credit analyst Kevin Maher.

The additional interest expense will be about $10 million per
year.

This transaction also increases corporate liquidity through a
private equity offering.  Conseco also intends to proceed with a
broad public offering to raise at least $200 million of equity
capital.

Conseco has temporarily improved financial flexibility from
renegotiation of senior credit agreement covenants earlier in 2009
until expiry in the third quarter of 2010.  S&P considers the
group's competitive position adequate while its operating
performance is improving.  Offsetting these factors are the
company's weak capitalization and poor enterprise financial
controls.

Conseco's already-limited flexibility will tighten further due to
the return of more-restrictive senior credit agreement covenants
in the third quarter of 2010.  The primary sources of cash at the
holding company are dividends from the operating companies,
interest on surplus debentures, and management and investment
fees.  The holding company is pressuring its operating companies
to improve risk-adjusted capitalization to stay within covenants,
which in turn is compelling the operating companies to minimize
dividends.


CORLIES AVENUE LAND: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Corlies Avenue Land, LLC
        1806 Hwy 3, Suite 301
        Oakhurst, NJ 07755

Bankruptcy Case No.: 09-37142

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       District of New Jersey

Judge: Kathryn C. Ferguson

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

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

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

According to the schedules, the Company has assets of at least
$1,965,250, and total debts of $1,269,098.

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/njb09-37142.pdf

The petition was signed by Solomon Dwek, member of the Company.


CRACKER BARREL: S&P Changes Outlook to Stable; Keeps 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cracker
Barrel Old Country Store Inc. to stable from negative because of
improved credit metrics and improved cushion over financial
covenants.  S&P also affirmed the ratings on the company,
including the 'BB-' corporate credit rating.

The ratings on Lebanon, Tennessee-based CBRL reflect the company's
participation in the highly competitive restaurant industry, its
historically shareholder-friendly financial policies, and its
aggressively leveraged capital structure.  It's generally good
levels of profitability and its solid position in the family-
dining sector of the restaurant industry are mitigating factors.

CBRL operates the Cracker Barrel Old Country Store concept,
primarily a family-dining restaurant that also sells various
retail merchandise.  In fiscal 2009, 79% of revenues came from
restaurant sales and 21% from retail sales.

"Recently, declines in consumer discretionary spending have
affected sales and traffic trends," said Standard & Poor's credit
analyst Jackie E. Oberoi.  In fiscal 2009, comparable-store
restaurant sales were down 1.7%, but this reflected a 4.6% decline
in guest traffic.  "Retail comparable-store sales were down 5.9%
also due to declining traffic," added Ms. Oberoi.  Operating
margins were under pressure as labor, advertising, and commodity
costs increased in the first half of the year; however, food costs
somewhat abated in second half of the year.


CRUCIBLE MATERIALS: Will Hire 200 Workers in First 60 Days
----------------------------------------------------------
The yet idle Crucible Materials Corp. steel mill will hire 200
employees within the first 60 days under its new owner, J.P.
Industries Inc., Charley Hannagan at The Post-Standard reports,
citing Jack Jankovic, a partner in J.P. Industries.  According to
The Post-Standard, the new company will hire more workers at the
Geddes mill as business improves.


As reported by the Troubled Company Reporter on Sept. 22, Crucible
conducted an auction on Sept. 21 where Allegheny Technologies
Incorporated emerged as the winning bidder for its compaction
metals and research divisions with its $40.95 million offer.  The
transaction is expected to close no later than October 31, 2009.
Carpenter Technology Corp. was the stalking horse bidder for the
compact metals and research divisions, with its $20 million offer.

The Debtors also received the Bankruptcy Court's approval to sell
(i) their specialty metals division located in Syracuse, New York,
to Crucible Industries LLC, for $8 million, and (ii) their service
center in Romeoville, Illinois, to Erasteel Inc., a unit of Eramet
SA, for $2 million.]

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company was employee-
owned prior to its bankruptcy filing.  Its Web site is
http://www.crucible.com/

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


D-3M INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: D-3M, Inc.
        26111 Telegraph Road
        Southfield, MI 48034

Bankruptcy Case No.: 09-71681

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan

Judge: Thomas J. Tucker

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.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 Manhal Shammami, president of the
Company.


DECODE GENETICS: Misses Oct. 15 Interest Payment on 3.5% Notes
--------------------------------------------------------------
deCODE genetics, Inc., did not make the scheduled October 15
interest payment on its outstanding 3.5% Convertible Notes due
2011.  In a regulatory filing on Wednesday, the Company said
failure to pay the interest within 30 days after October 15 would
be an event of default under the terms of the indentures securing
the notes.

In its quarterly report filed in August 2009, deCODE genetics said
$246,100,000 in total payments are due under its 3.5% Senior
convertible notes, including interest.  deCODE genetics said
$8,050,000 in payments under the notes are due in less than a
year.

                       Going Concern Doubt

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

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

                      About deCODE Genetics

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


DECODE GENETICS: Saga Promissory Note Maturity Moved to Oct. 19
---------------------------------------------------------------
deCODE genetics, Inc., reports that effective October 9, 2009, the
secured promissory note dated September 11, 2009, among the
Company, MediChem Life Sciences, Inc., deCODE Biostructures, Inc.
and Saga Investments LLC, as amended on September 25, 2009, and
October 1, 2009, was further amended to provide that the maturity
date thereunder is October 19, 2009.

On October 1, 2009, the secured promissory note was further
amended to increase the principal amount thereof to $2,870,000.
All other terms of the note remain in place.

                       Going Concern Doubt

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

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

                      About deCODE Genetics

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


DRYSHIPS INC: Gets Waiver on $183MM of Nord LB and West LB Debts
----------------------------------------------------------------
DryShips Inc. 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".


DTD ENTERPRISES: Petition for Review of Wells Suit Denied
---------------------------------------------------------
The U.S. Supreme Court on October 13, 2009, denied a petition for
a writ of certiorari in the case DTD Enterprises, Inc., aka
Together, aka Together-Clark, aka Together Dating Service, et al.,
V. Janice H. Wells, on behalf of herself and all others similarly
situated.

The case began with a contract action brought by DTD Enterprises,
a commercial dating-referral service, against Ms. Wells, one of
its customers.   The suit alleged that Ms. Wells refused to make
payments due under a contract.  Ms. Wells answered by bringing a
class action against DTD.  The trial court certified the class and
ordered DTD to bear all the costs of class notification, on the
sole ground (or so it appears) that DTD could afford to pay and
Ms. Wells could not.

Justice Anthony M. Kennedy, wrote," "To the extent that New Jersey
law allows a trial court to impose the onerous costs of class
notification on a defendant simply because of the relative wealth
of the defendant and without any consideration of the underlying
merits of the suit, a serious due process question is raised.
Where a court has concluded that a plaintiff lacks the means to
pay for class certification, the defendant has little hope of
recovering its expenditures later if the suit proves meritless;
therefore, the court's order requiring the defendant to pay for
the notification "finally destroy[s] a property interest."  Logan
v. Zimmerman Brush Co., 455 U. S. 422, 433-34 (1982).  The Due
Process Clause requires a "'hearing appropriate to the nature of
the case.'"  Boddie v. Connecticut, 401 U. S. 371, 378 (1971). And
there is considerable force to the argument that a hearing in
which the trial court does not consider the underlying merits of
the class-action suit is not consistent with due process because
it is not sufficient, or appropriate, to protect the property
interest at stake.

Justice Kennedy said, "I nonetheless agree with the Court's denial
of certiorari, for two reasons. First, the petition is
interlocutory; the state appellate courts denied DTD leave to
appeal the trial court's action. Second, DTD has filed for
bankruptcy, and an automatic bankruptcy stay has issued pursuant
to 11 U. S. C. Section 362."

Justice Kennedy also noted, "Ms. Wells contend that the present
action comes within the scope of the automatic stay.  If we were
to grant the petition we would be required to construe New Jersey
law without the aid of a reasoned state appellate court decision
and to confront a procedural obstacle unrelated to the question
presented.  Under these circumstances, it is best to deny the
petition.  It seems advisable, however, to note that the petition
for certiorari does implicate issues of constitutional
significance."

DTD Enterprises, Inc., filed for bankruptcy on May 20, 2009.


EAST CAMERON: Can Obtain $4 Million DIP Financing from Lenders
--------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana, authorized on a final basis, East
Cameron Partners, LP, to:

   -- obtain credit and borrow from certain of the holders of the
      Certificates issued by the East Cameron Gas Company Sukuk
      Trust or their affiliates the aggregate amount of up to
      $4,000,000; and

   -- grant adequate protection to its lenders.

The Debtor will use the credit facility to pay the ongoing
operating and administrative expenses of its business, well as to
preserve the value of the estate.

The Debtor related that it was unable to obtain credit or incur
debt that is not secured by a senior, priming or equal lien on
property of the Debtor's estate that is already subject to a lien.

As security for the credit facility, obligations, the lenders will
be granted DIP liens.  The DIP Liens will be subject and
subordinate only to the Carve-Out.

                 About East Cameron Partners

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EMPIRE LAND: Homeowner Group Can Sue Developer after Stay Lifted
----------------------------------------------------------------
ABI reports that a homeowners association and the trustee charged
with liquidating the estate of 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: Senior Noteholders Execute Standstill Agreement
---------------------------------------------------------------
Empire Resorts, Inc., announced October 14 the reinstatement of a
$4,400,000 secured credit facility with The Park Avenue Bank of
New York and execution of a standstill agreement by the Company
with the principal beneficial owners of over 90% of the Company's
$65,000,000 Senior Notes.  In addition, the Company announced that
notices of default and acceleration of the Notes have been
withdrawn.

                    Reinstated Credit Facility

Under the terms of a loan modification agreement executed on
October 9, 2009, by the Company and the Bank, the Bank has
withdrawn its prior notice of default, agreed to extend the loan
agreement to December 31, 2009, and further agreed to reduce the
rate of interest from 15% to 8% per annum.  In connection with the
Amendment, the Company retired $1,000,000 of the outstanding
$4,400,000 principal balance of the facility.

The Company intends to retire the remaining $3,400,000 principal
balance of the loan before the maturity date from proceeds derived
from an additional investment in the Company by Kien Huat Realty
III, Ltd., pursuant to an Investment Agreement entered into by the
Company and Kien Huat on August 19, 2009, at which time Kien Huat
invested an initial $11,000,000 in the Company and agreed to
invest an additional $44,000,000 upon stockholder approval and
thereafter to provide a line of credit of up to $10,000,000 to
replace the Bank's credit facility.

A Special Meeting of Stockholders to approve the additional
investment of $44,000,000 by Kien Huat and related matters will be
held at 10:00 a.m. on November 10, 2009, at the law offices of
Olshan Grundman Frome Rosenzweig and Wolosky LLP, 65 East 55th
St., New York, N.Y. 10022.

          Standstill Agreement with Holders of the Notes

On October 9 and 13, 2009, the Company and various Holders
representing over 90% of the $65,000,000 in outstanding Notes
executed a Stipulation under which Holders that previously issued
notices of default and acceleration of the Notes in August of 2009
withdrew their notices without prejudice, and all Holders who
executed the Stipulation agreed to be bound by a final judicial
determination against The Depository Trust Company and The Bank of
New York Melon Corporation in the Company's pending action for
declaratory judgment in the Supreme Court of New York in Sullivan
County.  In this action, filed on August 5, 2009, the Company
seeks a determination that the Notes were not lawfully put to the
Company prior to the close of business on July 31, 2009, as
required under the indenture pursuant to which the Notes were
issued in July 2004, and that the Notes continue to mature on July
31, 2014.

Under the Stipulation, the Company agreed to release all Holders
executing the Stipulation from the proceedings in consideration of
the Holders' agreement not to file any other action relating to
the subject matter of the pending litigation that may concern or
relate to the Notes or the Indenture prior to the time a final,
non-appealable judgment has been rendered.

The Company is unable to predict the length of time the Supreme
Court of New York may take to ultimately resolve the pending
dispute, or the length of time it will take for the Third Judicial
Department of the Appellate Division, or the State of New York
Court of Appeals, to issue a final, non-appealable judgment.

                       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.

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.


EUROPE TRUCK LINES: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Europe Truck Lines, Inc. an Illinois Corporation
        3100 W. Lake Street
        Melrose Park, IL 60160

Bankruptcy Case No.: 09-38230

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois

Judge: A. Benjamin Goldgar

Debtor's Counsel: Matthew M. Litvak, Esq.
                  155 N Harbor Dr, Suite 4301
                  Chicago, Il 60601
                  Tel: (312) 337-8131
                  Fax: (888) 560-8011
                  Email: Litvakmatt@Gmail.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
13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ilnb09-38230.pdf

The petition was signed by Wlodzimierz Michalski, president of the
Company.


EXPEDIA INC: S&P Raises Corporate Credit Rating From 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on Bellevue, Washington-based Expedia Inc. by
two notches.  The corporate credit rating was raised to 'BBB-'
from 'BB'.  These ratings were removed from CreditWatch, where
they were placed with positive implications Sept. 3, 2009.  The
rating outlook is stable.  Expedia had total debt outstanding of
$895 million as of June 30, 2009.

In addition, S&P has withdrawn its recovery ratings on Expedia's
debt issues (Standard & Poor's recovery ratings only apply to
speculative-grade rated issuers).

The ratings upgrade is based on Expedia's revised financial
policy, solid operating performance, and strong financial
measures.  The 'BBB-' rating reflects the company's leading market
share, strong brands, good discretionary cash flow, and solid
credit measures.  These positive factors offset the intense
competitiveness of the online travel agency market, Expedia's
concentration of earnings from this market, varying supplier
dynamics, and some cyclicality.

The global recession has been difficult on the entire travel
industry, with airlines reducing carrying capacity and hotels
slashing their average daily rates.  Online travel agencies have
done better in comparison by increasing their transaction volume,
which helped offset pricing weakness.

For the 12 months ended June 30, 2009, Expedia's EBITDA margin was
26.1%, up from 24.3% at the end of 2008.  Over the same period,
the company's lease-adjusted EBITDA coverage of interest and
lease-adjusted total debt to EBITDA were 8.5x and 1.3x,
respectively.

Expedia generates good discretionary cash flow.  S&P believes that
most probable uses of cash over the intermediate term will be for
acquisitions, share repurchases, and debt repayment.  For the 12
months ended June 30, 2009, Expedia converted 45% of EBITDA to
discretionary cash flow.  Historically, the conversion rate had
been higher.  The decrease in conversion rate is primarily due to
negative working capital changes.  Working capital is typically a
positive contributor to cash flow.  However, in a period of
decline, that relationship reverses.  For example, for the year
ended 2008, the impact of working capital changes on cash flow was
negative $88 million, but in 2007 (a growth year) the impact was
$220 million.

Expedia's financial policy is fairly conservative.  The company
has a stated debt leveraged target of 2x to 3x.  This would
roughly translate to lease adjusted debt leverage of 2.2x to 3.2x.
Standard & Poor's does not currently believe that the company is
likely to proceed with a major share repurchase or acquisitions
that would push debt leverage above these levels on a sustained
basis.


EZ LUBE: To Present Plan for Confirmation on Oct. 30
----------------------------------------------------
Bloomberg's Bill Rochelle reports that EZ Lube LLC will seek
confirmation of its proposed Chapter 11 plan on October 30.

Under the Plan, DIP Lenders owed $62.5 million will receive about
$8.5 million in cash while converting $40 million of their loan
into exit financing.  The remainder, about $22.5 million, is to be
converted into stock.  Second-lien lenders owed $29.5 million,
mezzanine lenders owed $17.1 million and unsecured creditors with
$20.6 million in claims will spit up the remainder of the stock.
The Plan converts $95 million in debt to equity.

Prior to the filing, EZ Lube owed $96 million to prepetition
secured creditors and $11 million to unsecured creditors including
suppliers.

A copy of the disclosure statement explaining the Plan is
available for free at:

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

According to Mr. Rochelle, the Official Committee of Unsecured
Creditors is performing an investigation into whether the 2005
leveraged buyout resulted in a fraudulent transfer.  The committee
says the owners and managers received $67 million in the LBO while
the company was saddled with $91.6 million in debt and liens on
all assets.

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/-- provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.

On December 9, 2008, EZ Lube together with Xpress Lube-Tech, Inc.,
filed for Chapter 11 (Bankr. D. Del., Lead Case No. 08-13256).
The company's attorneys are Curtis A. Hehn, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP.  Broadway
Advisors LLC has been tapped as financial advisor, and
Coffey Management Company as chief restructuring advisor.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
In its petition EZ Lube estimated assets and debts of $100 million
to $500 million each.

As reported in the December 10 issue of the Troubled Company
Reporter, EZ Lube along with its affiliate, Xpress Lube-Tech Inc.,
filed for bankruptcy to facilitate a sale transaction with EZ Lube
Acquisition Company LLC, an affiliate of its existing lenders,
funds managed by GSO Capital Partners LP.  However, the sale di
not push through.


FAIRCHILD CORP: Court Extends Solicitation Period to December 18
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended until Dec. 18, 2009, The
Fairchild Corporation and its debtor-affiliates' time to solicit
acceptances of their plan of reorganization.

Based in McLean, Virginia, The Fairchild Corporation
(OTC:FCHD.PK) -- http://www.fairchild.com/-- (i) distributes
aircraft parts and services, (ii) owns and develops commercial
real estate, and (iii) designs and produces motorcycle apparel for
Harley Davidson and other parties.  It owns a 49% interest in
PoloExpress, a motorcycle protective apparel and accessories
business, operating 96 retail shops in Switzerland and Germany.

Fairchild and 60 of its affiliates filed for Chapter 11 protection
on March 18, 2009 (Bankr. D. Del Lead Case No. 09-10899).  Steven
J. Reisman, Esq., Timothy A. Barnes, Esq., and Veronique A.
Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle LLP, are
bankruptcy counsel to the Debtors.  Jason M. Madron, Esq., Michael
J. Merchant, Esq., and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  On April 6,
2009, Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed three creditors to serve on the official committee of
unsecured creditors of the Debtors.

At Jan. 31, 2009, Fairchild had $89,433,000 in assets against
$228,095,000 in debts.


FASK REALTY: Lydian Files Foreclosure Suit on Palm Beach Complex
----------------------------------------------------------------
Lydian Private Bank has filed a foreclosure lawsuit against Fask
Realty and guarantors Steven D. Friedman and Robert Sayre on an
86,372-square-foot office/warehouse complex on 10.3 acres in Palm
Beach Gardens, Palm Beach County Circuit Court records say.  Brian
Bandell at South Florida Business Journal relates that the lawsuit
concerns a $7.7 million mortgage Lydian gave Fask Realty in 2005.

West Palm Beach lawyer Allan R. Tomlinson represents Lydian in the
lawsuit, Business Journal states.

Business Journal says that Palm Beach Capital Fund, an equity firm
that had a majority interest in Global Care Solutions, was listed
by Lydian as a defendant in the foreclosure lawsuit.  Fask Realty
isn't mentioned in Global Care's bankruptcy case, Business Journal
relates.


FELCOR LODGING: S&P Affirms Corporate Credit Rating at 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Irving, Texas-based FelCor Lodging Trust Inc. at 'B-'.
S&P removed the rating from CreditWatch, where it was initially
placed with negative implications on March 27, 2009.  The rating
outlook is negative.

S&P also affirmed its 'B-' rating on FelCor Lodging L.P.'s 10%
notes and the 'C' rating on FelCor Lodging Trust's preferred
stock.  S&P removed the preferred stock rating from CreditWatch
(the 10% notes rating was not previously on CreditWatch).

In addition, S&P revised its recovery rating on the floating-rate
and 9% senior notes due 2011 to '6', indicating its expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default, from '3'.  S&P lowered the issue-level rating on
these notes to 'CCC' (two notches lower than the 'B-' corporate
credit rating) from 'B-', and removed it from CreditWatch.  The
downgrade reflects the effective subordination of the old notes to
the new 10% notes due 2014 following the closing of the
supplemental indentures, which eliminated substantially all
restrictive covenants, events of default, guaranties, and related
provisions on the 2011 notes.  S&P expects to withdraw its ratings
on the floating-rate notes upon closing of the tender offer.

"The ratings affirmation reflects FelCor's improved intermediate-
term maturity profile with the funding of its $636 million of
senior secured notes due 2014, which were upsized from
$565 million of proposed notes," explained Standard & Poor's
credit analyst Liz Fairbanks.

The company will use the $558 million of proceeds from the notes,
net of fees and expenses and after the original issue discount, to
tender for $515 million of existing notes due 2011 and general
corporate purposes.  Still, the 'B-' rating reflects S&P's
expectation that leverage will remain very high and coverage will
be thin, given S&P's expectation for the company's 2009 and 2010
operating performance.  As a result, in the event the company
significantly underperforms S&P's expectation for flat EBITDA in
2010, S&P may become increasingly concerned that management might
consider a restructuring of its obligations.

S&P has factored into its ratings the expectation that overall
U.S. lodging industry revenue per available room will decline
between 14% and 16% this year, and that it will be flat in 2010
compared to 2009.  Given the company's concentration of hotels in
the upper upscale segment, S&P expects RevPAR declines for
FelCor's portfolio to be in the high-teens percentage area this
year.  Also, S&P maintain its expectation that FelCor's EBITDA
could decline by about 30% in 2009, as S&P believes that year-
over-year RevPAR declines in the second half of 2009 will improve
compared to the first half of 2009.  S&P's measure of funds from
operations coverage of interest and preferred dividends (adjusted
for operating leases) was 1.6x at June 2009, down from about 1.9x
at December 2008.  S&P expects this measure to weaken to about
1.4x by December 2009 and to about 1.1x by December 2010, which
incorporates the expectation for higher interest expense in 2010
while anticipating roughly flat EBITDA.  It should be noted that
these metrics incorporate preferred dividends, which are presently
accruing.  Thus, S&P expects FFO coverage of cash interest to be
about 1.8x in 2009 and 1.4x in 2010.

While S&P expects FelCor's credit measures to be weak, S&P
believes that, with this financing transaction, the company has
adequately addressed its intermediate-term maturity profile.  The
$636 million of new notes due 2014 will refinance most of FelCor
Lodging L.P.'s two existing series of notes, both due in 2011.
The company announced that 99% of the floating-rate noteholders
had accepted the tender and that the company will call for any
remaining floating-rate notes.  S&P will withdraw its rating on
the company's floating rate notes when the transaction closes.  As
of yesterday, 69% of the 9% noteholders had accepted the tender
offer.  The rating incorporates S&P's expectation that FelCor will
apply any unutilized proceeds from the new notes issuance towards
untendered 9% notes at maturity in 2011.  FelCor defaulted on
$14 million of mortgage debt in June 2009 and remains in default
as it negotiates the extension of this mortgage.  The company also
faces $275 million of additional mortgage maturities in May 2010,
and various other mortgage debt maturities thereafter.  The
mortgage debt has been issued by various subsidiaries of FelCor,
and is structured as nonrecourse to the parent.


FINDINGS INCORPORATED: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Findings Incorporated
        160 Water Street
        Keene, NH 03431

Bankruptcy Case No.: 09-13968

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       District of New Hampshire

Judge: J. Michael Deasy

Debtor's Counsel: Edmond J. Ford, Esq.
                  Ford & Weaver, PA
                  10 Pleasant Street, Suite 400
                  Portsmouth, NH 03801
                  Tel: (603) 433-2002
                  Fax: (603) 433-2122
                  Email: eford@fordandweaver.com

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

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

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

            http://bankrupt.com/misc/nhb09-13968.pdf

The petition was signed by Harvey O'Conor, president of the
Company.


FLYING J: Calpine Aims For Flying J's $9.7M Emission Credits
------------------------------------------------------------
Law360 reports that Calpine Energy Services LP is making a grab
for the emission reduction credits Flying J Inc. has agreed to
sell to a new low-carbon power company, contending the private
$9.7 million sale improperly bars Calpine's superior offer for the
credits.

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

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

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

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


FONTAINEBLEAU LV: Contractors Win Lift Stay to Perfect Lien Claims
------------------------------------------------------------------
Bombard Mechanical, LLC, Austin General Contracting Inc., and
Absocold Corporation, prepetition contractors for the Debtors and
construction lien claimant pursuant to Nevada Revised Statutes
Section 108.221 through Section 108.246, won orders from the
Bankruptcy Court lifting the automatic stay under
Section 362(b) of the Bankruptcy Court and Rule 4001-1 of the
Local Bankruptcy Rules of the U.S. Bankruptcy for the Southern
District of Florida, to allow them to perfect their construction
lien claims against the property of Debtor Fontainebleau Las
Vegas, LLC.

The automatic stay does not apply to the Contractors'
postpetition steps to perfect their lien pursuant to Section
546(b) of the Bankruptcy Code.  To the extent that the automatic
stay may have applied to the Contractors' postpetition acts of
perfection, the automatic stay is lifted nunc pro tunc to the
Petition Date in order to give effect to the Contractors' acts of
perfection of their prepetition liens.

As of the Petition date, the Contractors supplied work,
materials, and equipment, for which payment is due, for the
Debtors' construction of their "Tier A" casino hotel resort --
the Project.  The Contractors recorded their claims at the Clark
County Recorder, at Clark County, in Nevada.  The Contractors
assert these lien claim amounts against the Debtor:

  Contractor                          Claim Amount
  ----------                          ------------
  Bombard Mechanical, LLC              $54,647,384
  Austin General Contracting Inc.        5,783,502
  Absocold Corporation                     453,554

In a separate filing, Bombard Mechanical explained that it
entered into a contract with Fontainebleau Las Vegas in order to
provide heating, ventilation, and air conditioning for the Tower
portion of the Project.  As of the Petition date, Bombard
Mechanical has performed and provided $9,525,710 of work,
materials, and equipment for which payment is due and owing.
Bombard Mechanical has recorded the $9,525,710 due payment at the
Clark County Recorder.

On June 6, 2007, the Prepetition Term Lenders and Prepetition
Revolver Lenders and the Debtors closed on a variety of loans to
fund the continued construction of the Project.

The Contractors tell the Court that work on the Project commenced
in November 2006, which was prior to the signing and closing of
the Debtors' June 6, 2007 Loans.  Counsel for Absocold, Robert P.
Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami,
Florida, asserts that any of Absocold's valid mechanics' liens
are superior to the liens granted to the Prepetition Term Lenders
and Prepetition Revolver Lenders in connection with the June 6,
2007 Loans.  The adjudication of that issue will be resolved by
separate adversary proceeding, Mr. Charbonneau adds.

Notwithstanding the plain language of Section 546(b) of the
Bankruptcy Court and in deference to the Court's broad
jurisdiction and the broad protections afforded to the Debtors by
the automatic stay under Section 362(b), the Contractors ask the
Court to determine that the automatic stay does not apply to
their postpetition perfection steps pursuant to Section 546(b),
or, in the alternative, modify the provisions of the automatic
stay, nunc pro tunc to the petition date, in order to give effect
to the Contractors' perfection steps.

Mr. Charbonneau notes that the statutory liens created by N.R.S.
Section 108.221 through Section 108.246 are purely statutory in
nature, and any lienor's right to enforce liens emanates entirely
from statutory provisions.

                            New Filing

Colasanti Specialty Services, Inc., prepetition contractors for
the Debtors and construction lien claimant pursuant to Nevada
Revised Statutes Section 108.221 through Section 108.246, ask the
Court to lift the automatic stay under Section 362(b) of the
Bankruptcy Court and Rule 4001-1 of the Local Bankruptcy Rules of
the U.S. Bankruptcy for the Southern District of Florida, so as
to perfect their construction lien claims against the property of
Debtor Fontainebleau Las Vegas, LLC.

Commencing in or about 2007, Colasanti provided labor, materials
and equipment to the "Tier A" casino hotel resort -- the Project
-- under contracts with the Debtor's general contractor,
Turnberry West Construction, Inc.

As of the Petition date, Colasanti has supplied $10,527,549 of
labor, materials, and equipment for which payment is due.

On June 6, 2007, the Prepetition Term Lenders and Prepetition
Revolver Lenders and the Debtors closed on a variety of loans to
fund the continued construction of the Project.

Work on the Project commenced on November 2006.  Commencement of
this work was prior to signing and closing of the June 6, 2007
Loans.  Accordingly, Colasanti asserts that any valid mechanics'
liens on the Project are superior to the liens granted to the
Lenders in connection with the June 6, 2007 Loans.  The
adjudication of that issue will be resolved by separate adversary
proceeding.  By the filing of this motion however, Colasanti
seeks relief from the automatic stay, to the extent applicable at
all, nunc pro tunc to the Petition Date, in connection with the
recording of its lien against the Project.

                  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: Parties Object to M&M Lienholders Plea to Sue
---------------------------------------------------------------
Holders of mechanic's and materialmen's liens holding in excess
of $111,000,000 against Fontaineblea Las Vegas Holdings LLC and
its units ask the Court to enter an order:

   (a) modifying the automatic stay pursuant to Section 362(d)
       to permit them to file an action in Nevada state court
       solely to determine the validity, extent, and priority of
       all lien claims recorded against the "Tier A" casino
       hotel resort -- the Project -- but not to foreclose; and

   (b) providing that the provisions of Rule 4001(a)(3) of the
       Federal Rules of Bankruptcy Procedure be waived.

Under Rule 4001(a)(3), a Court's order that lifts an automatic
stay doesn't go into effect until 10 days after the date of the
entry of the order.

The substantial prejudice to the M&M Lienholders and other lien
claimants if the stay is not modified compared to the minimal or
non-existent prejudice to Debtors if the stay is modified favors
modifying the automatic stay, says Philip. J. Landau, Esq., at
Shraiberg, Ferrara & Landau P.A., Boca Raton, Florida.

In support of the M&M Lienholders' Lift Stay Motion, Cyndie
Daley, president for Mechanical Insulation Specialist, filed a
declaration with the Court on October 2, 2009, relating that
Mechanical Insulation Specialist contracted with Desert Plumbing
& Heating under several separate agreements to provide mechanical
insulation and related labor and materials to the the "Tier A"
casino hotel resort -- the Project.

On June 11 2009, Mechanical Insulation Specialist sent
Fontainebleau Las Vegas, LLC, Turnberry West Construction and
Desert Plumbing & Heating, a "Notice of Lien" in the amount of
$4,479,624 for work provided, materials, or equipment described
as mechanical insulation and related labor and materials.

According to Mr. Daley, Mechanical Insulation Specialist would
bear a significantly greater financial burden if forced to
litigate the lien claim in Florida instead of Nevada because most
or all of the documents related to Mechanical Insulation
Specialist's lien claim are located in Nevada and all of the
employees of Mechanical Insulation Specialist that are likely to
testify about the work performed in connection with the
Fontainebleau Las Vegas Project are located in Nevada.

                  Parties File Objections

(a) Bank of America, N.A.

Bank of America, N.A., a national banking association, as
Administrative Agent under that certain Credit Agreement dated
June 6, 2007, among Fontainebleau Las Vegas, LLC, Fontainebleau
Las Vegas II, LLC, BofA, as Administrative Agent, and the lenders
party thereto, opposes the Modification Motion because (i) the
Court will lose the ability to effectively and efficiently
administer the Debtors' Chapter 11 cases if the lien litigation
is outsourced to a Nevada state court, (ii) the authorities cited
by the M&M Lienholders' are materially distinguishable from the
Cases, (iii) the M&M Lienholders' proposed lien litigation
procedures will not promote judicial economy, and (iv) the
M&M Lienholders will not be irreparably harmed if the Court
adjudicates the validity, extent and priority of their claims.

James H. Post, Esq., at Smith Hulsey & Busey, Jacksonville,
Florida, relates that if the Court were to grant the relief
requested by the M&M Lienholders, hundreds of lien claimants will
be enabled to file new actions against the Debtors and other
lienholders in Nevada state court.  Mr. Busey says that the
relief is not supported by case law and is inconsistent with
affording the Debtors a breathing spell from litigation in order
to develop a plan of reorganization.  The filing of hundreds of
new actions in Nevada state court will bring any progress in the
case to a standstill, Mr. Busey argues.

Moreover, Mr. Busey adds, the M&M Lienholders alleged, but failed
to provide any evidence, that the adjudication of the validity,
existence and priority of their claims in an expedient process by
the Court -- as opposed to a Nevada state court -- will cause
them irreparable harm.  Other parties may, however, be
irreparably harmed if the Court does not adjudicate the
mechanics' liens.

The Term Lender Steering Group informed the Court that it
supports the objection raised by BofA.

(b) U.S. Bank National Association

U.S. Bank National Association, as Indenture Trustee, objects to
the Motion because the "cause" required by Section 363(d)(1) for
relief from the automatic stay does not exist under the balancing
test the Court must use to decide whether to allow relief from
stay to pursue litigation against the Debtors outside of the
bankruptcy court.

U.S. Bank says that the interests of the Debtors' estates in
maintaining the stay far outweigh any hardship to the M&M
Lienholders, because the bankruptcy filings did not interrupt any
existing litigation; their proposed litigation would have no
effect on whether they are adequately protected; they will not
be irreparably harmed by continuation of the stay; and lifting
the stay would not promote judicial economy.

U.S. Bank further objects to the Motion saying that allowing
lifting of the stay to permit the M&M Lienholders to commence
litigation in Nevada is premature at this time and would
complicate and undercut ongoing efforts to expedite a consensual
sale of the Project under Section 363 of the Bankruptcy Code.

                  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: Proposes Lift Stay to Remove Const. Materials
---------------------------------------------------------------
Conti Electric, Inc., seeks the Court's entry of an order lifting
the automatic stay pursuant to Section 362(d) of the Bankruptcy
Code, for purposes of removing and securing construction
materials at the site of the "Tier A" casino hotel resort -- the
Project.

Conti was an electrical subcontractor working under the general
contractor, Turnberry West Construction, Inc., for the
construction of the Fontainebleau Resort on the Debtor's property
in Las Vegas.  The construction of Fontainebleau Las Vegas was
suspended prior to completion earlier this year, and the Project
remains suspended.

Richard Y. Rho, Esq., at Braude & Margulies, P.C., in Washington,
D.C., relates that when the work was suspended, electrical
materials brought to the construction site by Conti remained on-
site, along with Conti's tools and equipment.  Although some of
materials to be used in construction were invoiced by Conti,
Conti was required by Fontainebleau Las Vegas and Turnberry to
leave behind several items of construction materials that are not
the Debtor's property.

The construction materials at issue include materials purchased
by Conti but not yet installed on the Project and thus not yet
invoiced to Turnberry.  The materials include lighting, fixtures,
conduit, cables, duct, switches, devices, breaker boxes, and
other materials used in electrical construction.  The materials
also include items that Conti obtained on consignment agreements
with Conti's suppliers.

According to Mr. Rho, these materials were not installed or
incorporated into the Project, nor were they purchased by or
invoiced to the Debtor or Turnberry prior to the suspension of
work.  They are, therefore, not part of the bankruptcy estate.

The materials left behind by Conti are currently stored on leased
premises adjacent to the Project site and controlled by
Fontainebleau Las Vegas or Turnberry.  Conti has been informed
that Conti must remove its construction equipment, construction
trailer, and tools from the leased areas immediately.  The
materials are at risk of being damaged by exposure to the
elements, Mr. Rho tells the Court.

                  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)


FREEDOM COMMS: Court Allows Use of Cash for Operations
------------------------------------------------------
OCRegister.com reports that Judge Brendan Shannon has allowed
Freedom Communications to draw on the cash it needs to continue
operating its newspapers and television stations.

The Official Committee of Unsecured Creditors had opposed the
proposed use of cash collateral.  It said the terms of the cash
collateral request require the Debtors to make impermissible
payments of pre- and post-petition interest and fees to the
lenders on putatively undersecured claims and grant liens on
presently unencumbered valuable assets, while imposing severe
constraints on the ability of creditors to investigate or
challenge the lenders' claims and draconian punishments for any
acts of disobedience.  The panel also said that that the terms of
the cash use support the impermissible Chapter 11 plan filed by
the Debtors.

The Creditors Committee has already received approval to sue
JPMorgan Chase Bank NA over $770 million in loans it arranged for
Freedom five years before its Chapter 11 filing.  The Creditors
Committee had complained that Freedom has given up its right to
sue JPMorgan and the prepetition lenders and instead reach a deal
to give 100% of the stock of the reorganized company to the
lender.  The Plan, according to the panel, confers significant
benefits on existing shareholders and management, even as it pays
almost nothing to most creditors, except those hand-picked by the
Debtors, to receive payment in full.

                        The Chapter 11 Plan

Pre-bankruptcy, Freedom Communications reached agreement with its
lenders on a restructuring of the Company's debt under Chapter 11.
Pursuant to the plan support agreement, lenders owed $771 million
will receive $325 million in two secured term loans plus 100% of
the stock, subject to dilution.  Unsecured creditors would split
$5 million in cash if they don't object to the plan, and nothing
if they object.   Suppliers who continue to provide goods and
services will receive full payment for their prepetition claims.
Existing stockholders would get 2% of the new stock, along with
warrants for 10%, if they don't object to the plan.  The Plan
Support Agreement will be terminated by the lenders if the Debtors
do not obtain confirmation of the Plan within five months.
Deadline to consummate the Plan is 11 months after the Petition
Date.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREEDOM COMMS: Court Sets Deadline to File Proofs of Claim
----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware said creditors of Freedom Communications
Holdings Inc. and its debtor-affiliates can file their proofs of
claim no earlier than 35 days after the service date of the bar
date notice.

All governmental units have until March 1, 2010, to file their
proofs of claim.

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREEDOM COMMS: Creditors Allowed to Sue JPMorgan Over Loans
-----------------------------------------------------------
Steven Church at Bloomberg News reports that the Official
Committee of Unsecured Creditors of Freedom Communications Inc.
received permission from the Bankruptcy Court to sue JPMorgan
Chase Bank NA over $770 million in loans it arranged for Freedom
five years before its Chapter 11 filing.

U.S. Bankruptcy Judge Brendan Linehan Shannon agreed to let
unsecured creditors investigate and sue the bank over its role in
the loans, which Freedom says contributed to its decision to file
bankruptcy on Sept. 1.

"The seeds of these Chapter 11 cases were sown in 2004," attorneys
for a group current and former employees owed $29 million, said in
court documents, according to Bloomberg.

The Creditors Committee has said that Freedom has given up its
right to sue JPMorgan and the prepetition lenders and instead
reach a deal to give 100% of the stock of the reorganized company
to the lender.  The Plan, according to the panel, confers
significant benefits on existing shareholders and management, even
as it pays almost nothing to most creditors, except those hand-
picked by the Debtors, to receive payment in full.

Steven Church at Bloomberg reports that creditors have accused
Freedom of trying to shift $29 million in cash set aside for
current and former workers to the Company's executives, advisers
and lenders.  Freedom is trying to use the money, which was to
fund a legal settlement, to pay $5 million to executives, $6
million to financial advisers and $3 million in fees to JPMorgan
Chase & Co.

According to Bloomberg, in a bankruptcy case, creditors with a low
payment priority sometimes sue lenders if there is evidence the
company was insolvent at the time it borrowed money.  If
successful, these so-called fraudulent transfer lawsuits can
cancel a loan, or force anyone who received the proceeds to return
the money.

                        The Chapter 11 Plan

Pre-bankruptcy, Freedom Communications reached agreement with its
lenders on a restructuring of the Company's debt under Chapter 11.
Pursuant to the plan support agreement, lenders owed $771 million
will receive $325 million in two secured term loans plus 100% of
the stock, subject to dilution.  Unsecured creditors would split
$5 million in cash if they don't object to the plan, and nothing
if they object.   Suppliers who continue to provide goods and
services will receive full payment for their prepetition claims.
Existing stockholders would get 2% of the new stock, along with
warrants for 10%, if they don't object to the plan.  The Plan
Support Agreement will be terminated by the lenders if the Debtors
do not obtain confirmation of the Plan within five months.
Deadline to consummate the Plan is 11 months after the Petition
Date.

                    About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREMONT GENERAL: Shareholder Pitches Competing Ch. 11 Plan
----------------------------------------------------------
Contending that it can provide the best prospects for the Fremont
General Corp. to emerge from Chapter 11 protection, investor New
World Acquisition LLC has submitted a reorganization plan in the
subprime lender's bankruptcy case.

Fremont's management, the Official Committee of Unsecured
Creditors and the Official Committee of Equity Holders already
have filed competing Chapter 11 plans for Fremont.

New World, which has a similar plan similar to the Equity
Committee's notes the Equity Committee plan differs from the
Creditor Committee plan in several important respects.  First, the
Equity Committee plan provides for a reorganization of the
Debtor's business for the benefit of all constituents, whereas the
Creditors' Committee plan is, in effect, a winddown of the
businesses to pay claims of the unsecured creditors, over time at
an increasing rate of interest.  In order to administer the wind
down, the Creditors' Committee plan provides for a Board that is
reconstituted as claims are paid, a plan administrator instead of
a management team, and creditor trust to hold the wind down assets
and interests.  In stark contrast, the Equity Committee plan
proposes to pay certain unsecured claims in full with post
petition interest on the effective date of the plan and to
reinstate the Debtor's Junior Notes. New World and the Equity
committee believe that the treatment of creditors in that manner
leaves them unimpaired.

New World says its plan follows the model of the Equity Committee
Plan with respect to the treatment of creditors so as to leave
them unimpaired, but it has several important differences.  The
New World plan provides the Reorganized Debtor with increased
liquidity in the form of $4 million equity contribution and an
exit financing facility, secured by the Reorganized Debtors loan
portfolio, for additional liquidity of $20 million. In addition,
the New World plan proposes a Board of new members selected to
both (a) represent the existing holders, and (b) to bring
investment and financial expertise to the reorganized debtor's
post confirmation business.

Copies of New World's Plan and Disclosure Statement are available
for free at:

    http://bankrupt.com/misc/FREMONTGENERAL_DS.pdf
    http://bankrupt.com/misc/FREMONTGENERAL_Plan.pdf

                         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.


G & G INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: G & G Investments, LLC
        11515 Heritage Circle
        Duncanville, AL 35456

Bankruptcy Case No.: 09-72718

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Northern District of Alabama (Western Division)

Debtor's Counsel: Melinda Murphy Dionne, Esq.
                  Dionne & Dionne
                  9217 Old Greensboro Rd
                  Tuscaloosa, AL 35405
                  Tel: (205) 349-5911
                  Fax: (205) 449-7159
                  Email: dionnemelcourt@gmail.com

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by Fred Grabowski, president of the
Company.


GAINEY CORP: Court Okays November 16 Auction for Assets
-------------------------------------------------------
Chris Knape at The Grand Rapids Press reports that Bankruptcy
Judge James Gregg has approved the bidding procedures for Gainey
Corp.  The Bankruptcy Court set a November 2 deadline for bids and
a November 16 auction if multiple bids are received.  The Court
will convene a hearing to approve the results of the auction on
November 17.

Gainey founder Harvey Gainey, according to the report, said that
several investors are interested in bidding on Gainey, all with
plans to continue operations and employ the existing work force.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No.
08-09092).  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
Inga April Hofer, Esq., Jacob Joseph Sadler, Esq., and Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP, represent the Debtors
as counsel.  Alixpartners, LLC, is the Debtors' restructuring and
financial consultant.  Virchow Krause and Company, LLP, is the
Debtors' financial advisor.  Eric David Novetsky, Esq., Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind,
Esq., Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe,
Raitt, Heuer & Weiss, PC, represent the Official Committee of
Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GENCORP INC: S&P Changes Outlook to Positive; Keeps 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on GenCorp
Inc. to positive from developing.  S&P affirmed the ratings,
including its 'CCC+' corporate credit rating.

The ratings on GenCorp reflect its constrained liquidity; highly
leveraged financial profile due to high debt and weak
profitability; limited diversity; and modest scale of operations
compared with competitors.  Good niche positions in aerospace
propulsion, a solid funded backlog position, and significant real
estate holdings that could be monetized partially offset these
weaknesses.

"If GenCorp can maintain its current cash balance, it appears
likely that the company will be able to pay off, if required, the
$125 million in notes that can be put to the company in January
2010," said Standard & Poor's credit analyst Lisa Jenkins.

S&P believes GenCorp will be able to address its potential
financing requirement in January 2010, based on the current cash
balance and near-term operating outlook.  If the company does so,
and S&P believes that it will, and if it maintains liquidity
(including cash on hand and credit availability) in excess of
$75 million and financial metrics in line with current levels, S&P
could raise the rating modestly.

"Although S&P considers it unlikely, S&P could revise the outlook
to negative or even lower the rating, if it appears that the
company will not be able to address the put on the $125 million
notes in January 2010 or if the company adopts a financial and
strategic policy that S&P believes will result in a deterioration
in the current business or financial profile," she continued.  S&P
could also revise the outlook to negative, and possibly lower the
rating if GenCorp adopts a financial and strategic policy that S&P
believes will result in a deterioration in the current business or
financial profile.


GENERAL MOTORS: ENCORE & REALM File Chapter 11 Petitions
--------------------------------------------------------
Remediation and Liability Management Company, Inc., and
Environmental Corporate Remediation Company, Inc., direct
subsidiaries of Motors Liquidation Company, formerly General
Motors Corporation, commenced separate voluntary cases under
Chapter 11 of the Bankruptcy Code on October 9, 2009.  The Chapter
11 petitions were filed in the U.S. Bankruptcy Court for the
Southern District of New York.

REALM and ENCORE were created to manage environmental remediation
liabilities, including assessing, investigating, and discharging
environmental liabilities associated with domestic and
international properties affiliated with Motors Liquidation.
Motors Liquidation has determined that Chapter 11 is the most
appropriate forum for addressing certain long-term and short-term
obligations associated with REALM and ENCORE, Motors Liquidation
Vice President and Treasurer James Selzer relates.

ENCORE and REALM each has estimated assets and liabilities ranging
from $10,000,001 to $50,000,000.

Pursuant to Rule 1007(a)(1) of the Federal Rules of Bankruptcy
Procedure and Rule 1007 of the Local Rules for the United States
Bankruptcy Court for the Southern District of New York, David
Head, vice president and assistant treasurer of Motors
Liquidation, disclosed that:

  * 100% of ENCORE's common equity is directly owned by Motors
    Liquidation;

  * 98.9% of ENCORE's preferred equity is directly owned by
    Motors Liquidation;

  * ENCORE does not directly or indirectly own any class of
    equity interest of a corporation whose securities are
    publicly traded; and

  * ENCORE does not own any interest in any general partnership,
    limited partnership or joint venture.

With respect to REALM, Mr. Head related that 100% of REALM's
equity is directly owned by Motors Liquidation.  He said that
REALM does not directly or indirectly own any class of equity
interest of a corporation whose securities are publicly traded.
He added that REALM does not own an interest in any general
partnership, limited partnership or joint venture.

           ENCORE & REALM's Domestic Bank Accounts

In papers filed with the Court, ENCORE maintains a deposit bank
account with Citibank, N.A.  REALM maintains a separate deposit
bank account with Citibank and three other separate deposit bank
accounts with JPMorgan Chase.

     Debtors Seek to Apply Rulings to Subsequent Debtors

Motors Liquidation and its debtor affiliates ask Judge Gerber to
direct that all previously entered or currently pending Court
orders be applied to the Chapter 11 cases of ENCORE and REALM,
effective nunc pro tunc to the New Debtors' Petition Date.

Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that the provisions in the First Filed Debtors' Orders are
necessary to facilitate a smooth transition into Chapter 11 and to
maximize the value of the New Debtors' estates for the benefit of
all parties-in-interest, pursuant to Section 105(a) of the
Bankruptcy Code.

According to Mr. Miller, directing that the First Filed Debtors'
Orders be made applicable to the New Debtors "will obviate the
need for duplicative notices, motions, applications, and orders to
be filed in the New Debtors' bankruptcy cases, and save
considerable time and expense for their estates and reduce the
burden on the Court and parties-in-interest.

Mr. Miller explains that the First Filed Debtors' Orders address
many of the matters that most debtors deal with in their Chapter
11 cases, including, among other things, the payment of taxes and
insurance, the retention or compensation of professionals, and
employee-related issues.  Absent the application of the First
Filed Debtors' Orders to the New Debtors, the New Debtors would
seek substantially the same requests.

Accordingly, the New Debtors require the protections and
authorizations that are set forth in the First Filed Debtors'
Orders to enter Chapter 11 in an orderly manner and to maintain
their ability to reorganize successfully, Mr. Miller contends.

A list of the First Filed Debtors' Orders is available for free
at http://bankrupt.com/misc/GM_FirstFiledDebtorsOrders.pdf

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: JPMorgan Seeks Dismissal of Unsec. Creditors Suit
-----------------------------------------------------------------
JPMorgan Chase Bank, National Association, says an adversary
proceeding commenced by the Official Committee of Unsecured
Creditors of Motors Liquidation Co. against it should
be dismissed, with prejudice, in its entirety and on the merits.

To recall, the Creditors' Committee filed the adversary proceeding
challenging the lien securing a Term Loan Agreement, dated
November 29, 2006, as amended on March 4, 2009, among General
Motors Corporation, Saturn Corporation, and JP Morgan Chase Bank,
as administrative agent and lender, under which a group of 415
lenders advanced $1.5 billion in loan proceeds to certain of the
Debtors secured by a first-priority lien on certain assets of
General Motors Corporation.  The pertinent filings under the
Uniform Commercial Code demonstrate that the Lien was not
perfected as of the Petition Date, according to the Creditors'
Committee.

On behalf of JPMorgan Chase, John M. Callagy, Esq., at Kelley Drye
& Warren LLP, in New York, says that while the Complaint fails to
state a claim against JPMorgan Chase, the Creditors' Committee is
estopped from alleging that (i) the security interest of JPMorgan
Chase, was terminated or, (ii) in the alternative, the Court
should determine that the Debtors held the collateral under the
Term Loan Agreement pursuant to a constructive trust.

Mr. Callagy explains that a UCC-3 financing statement amendment
dated October 30, 2008, filed with the Delaware Secretary of State
"was filed without authority and therefore is ineffective."
Accordingly, the unauthorized filing of the October 2008 Amendment
did not waive JPMorgan Chase's security interest in certain assets
of the Debtors pursuant to the Term Loan Agreement and the Term
Loan UCC Financing Statements.

Mr. Callagy tells Judge Gerber that at the time that any of the
purported transfers in the Complaint were allegedly made by the
Debtors, JPMorgan Chase was a perfected secured creditor, thereby
excepting all of the alleged transfers from avoidance as
preferential transfers pursuant to Section 547(b)(5) of the
Bankruptcy Code.  In addition, Section 547(c)(2) holds that the
alleged transfers sought from JPMorgan Chase in the Complaint
were:

  (i) in payment of a debt incurred by the Debtors in the
      ordinary course of business or financial affairs of the
      Debtors and JPMorgan Chase;

(ii) made in the ordinary course of business or financial
      affairs of the Debtors and JPMorgan Chase; and

(iii) made according to ordinary business terms.

The claims asserted in the Complaint against JPMCB are barred by
the doctrines of (x) earmarking, (y) recoupment and set-off and
(z) pari delicto, unclean hands and the Wagoner Rule, and to the
extent that JPMorgan Chase "was a mere conduit" with respect to
any of the alleged transfers, Mr. Callagy asserts.

Mr. Callagy points out that pursuant to the terms of the Court-
approved DIP Facility -- to the extent that JPMorgan Chase made
any payments to lenders pursuant to the Term Loan Agreement --
JPMorgan Chase has no responsibility or liability for the amounts
paid and is exculpated for any and all liabilities.

Under the Term Loan Agreement, the Debtors agreed to hold harmless
and indemnify JPMorgan Chase to the full extent of any losses,
expenses, claims or proceedings related to or arising out of the
Term Loan Agreement.  Thus, JPMorgan Chase invokes all of its
contractual and common law indemnity rights, according to Mr.
Callagy.

JPMorgan also denies that certain entities were lenders of record
on June 30, 2009, in the loan made under the Term Loan Agreement.

JPMorgan Chase also asks Judge Gerber to award it costs of
defending the Adversary Action, including attorneys' fees, costs
and disbursements.

               Court Enters Scheduling Order

The Court approved a stipulation between the Creditors' Committee
and JPMorgan Chase, which schedules these matters in the Adversary
Proceeding:

  October 15, 2009 -- Deadline for written discovery requests
                      upon the Creditors' Committee and JPMorgan
                      Chase

                      Written responses to the Discovery
                      Requests and responsive documents will be
                      provided 30 days after the service of the
                      Requests.

December 31, 2009 -- Deadline for Creditors' committee and
                      JPMorgan to complete depositions

  February 1, 2010 -- Deadline for Creditors' committee and
                      JPMorgan to file dispositive motions

     March 1, 2010 -- Deadline for filing of oppositions to
                      Dispositive Motions

    March 17, 2010 -- Deadline for replies to Dispositive
                      Motions

Inadvertent disclosure of any document which the producing party
deems to be protected by the attorney-client privilege will not
act as a waiver of the Privilege, and may be recalled by the
producing party.  The receiving party will, at the option and
direction of the producing party, promptly return or destroy the
documents in question, the Court ruled.

Judge Gerber further held that no party will be permitted to
duplicate previous deposition questioning or discovery requests.

In a separate filing, JPMorgan Chase Bank, N.A., a private non-
governmental party, certified in a separate filing that it owns
10% or more shares of JPMorgan Chase & Co.'s stock.  The
disclosure, pursuant to Rule 7007.1 of the Federal Rules of
Bankruptcy Procedure, is meant "to enable [the Court] to evaluate
possible disqualification or recusal," according to Mr. Callagy.

                       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: Maynard to Conduct de Minimis Asset Sales
---------------------------------------------------------
Pursuant to Rule 2014 of the Federal Rules of Bankruptcy
Procedure, Taso Sokifitis, president of Maynard Industries (1991)
Inc., disclosed that Motors Liquidation Co. and its units have
asked his company to provide services in connection with the
conduct of auctions relating to de minimis asset sales of the
Debtors.

According to Mr. Sofikitis, the Debtors have agreed to pay
Maynards in exchange for services rendered pursuant to an Asset
Marketing Agreement, a full-text copy of which is available for
free at http://bankrupt.com/misc/GM_MaynardsAssetMktgPact.pdf

Mr. Sofikitis noted that Maynards does not create a conflict of
interest in the Debtors' Chapter 11 cases in its representation of
certain parties in matters unrelated to the bankruptcy
proceedings.  A list of Maynards' clients is available for free
at http://bankrupt.com/misc/GM_MaynardsClients.pdf

                       About General Motors

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

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

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

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

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

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


GENEVA PROPERTIES LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Geneva Properties LLC
        1 Northwood Drive, Suite 1
        Orinda, CA 94563

Bankruptcy Case No.: 09-49635

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Northern District of California

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin, St. #301
                  Oakland, CA 94612
                  Tel: (510) 839-5333
                  Email: mcl551@aol.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 Carl Miller, managing member of the
Company.


GEORGIA-PACIFIC LLC: S&P Raises Corporate Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Georgia-
Pacific LLC, including raising the corporate credit rating to
'BB+' from 'BB-'.  At the same time, S&P removed all ratings from
CreditWatch, where they were placed with positive implications on
Aug. 14, 2009.  The outlook is stable.

"The upgrade recognizes the greater-than-expected progress GP has
made in strengthening its credit measures as prices have held up
better than S&P had anticipated," said Standard & Poor's credit
analyst Pamela Rice.  Furthermore, GP's cost-reduction efforts,
particularly in building products, have been more robust.  The
rating action also reflects S&P's expectations for additional
improvement in the company's financial risk profile if the economy
exits the recession and housing markets begin to recover gradually
in 2010 as S&P currently believes.  Pro forma for the repayment of
$750 million of debt in July 2009, GP's adjusted debt to EBITDA
for the 12 months ended June 30, 2009, was 4.6x compared with 6x a
year earlier.

A diversified and attractive product mix, improved operating
margins, cost-reduction efforts, and efficiency improvements
should facilitate satisfactory cash flow generation to allow GP to
reduce debt and maintain credit measures in a range appropriate
for the rating.  Specifically, S&P expects the company to maintain
debt to EBITDA between 4x and 5x and FFO to debt around 15%, given
S&P's expectations for relatively flat EBITDA in 2010 and further
debt reduction.  S&P would consider a higher rating if GP
strengthens its earnings and cash flow beyond expectations because
of sustained product pricing or a quicker building products
rebound, which along with additional debt reduction, gives us
confidence that it could sustain leverage of around 3.5x.  A
higher rating would also be predicated on S&P's view that GP will
maintain a financial policy consistent with an investment-grade
rating.  S&P does not expect to lower the ratings over the next
year, although S&P could consider a downgrade if GP were to adopt
a much more aggressive financial policy such that leverage would
be sustained over 6x.


GLOBAL AVIATION: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Global Aviation Holdings Inc.
S&P also revised the outlook to stable from negative.

The ratings on Global Aviation reflect weak credit protection
measures due to high lease-adjusted debt, modest positions in the
currently depressed commercial cargo and passenger air charter
market, and limited financial flexibility.  The firm's leading
position in providing passenger air charters to the U.S. military
somewhat offsets these factors.

Global Aviation provides passenger and cargo air transportation to
the U.S. military and commercial customers through its two airline
subsidiaries, World Airways and North American Airlines.  The
combined fleet consists of 20 passenger (six MD-11, three DC-10,
five B757-200, six B767-300) and 11 freighter (nine MD-11 and two
B747-400) aircraft, all of which are leased.  The company's
largest business, which accounted for 84% of revenue in the 12
months ending May 31, 2009, is providing passenger (about 90% of
military revenues) and cargo (10%) air transportation to the U.S.
Air Mobility Command, as a member of the Civil Reserve Air Fleet.

"Standard & Poor's expects credit protection measures to be weak,
but appropriate for the rating following the recent refinancing,"
said Standard & Poor's credit analyst Christopher DeNicolo.  S&P
feel that revenues and earnings are likely to decline in 2009, due
to lower fuel pass-through revenues on military contracts and the
effect of the weak economy on the commercial businesses.  S&P
could lower the ratings if earnings are weaker than S&P expect,
resulting in debt to EBITDA above 6.5x.

"Although less likely, S&P could raise the ratings if earnings
increase faster than S&P expected, either due to a stronger
economic recovery or a lesser reduction in military revenues, and
the company dedicates excess cash flows to reducing debt,
resulting in debt to EBITDA below 4.5x," he continued.


GLOBAL CARE: Faces Involuntary Chapter 7 Bankruptcy Threat
----------------------------------------------------------
Doug Vunder, Jackilana Associates, and Chemical Technologies filed
in August 2009 a petition in the U.S. Bankruptcy Court for the
Southern District of Florida to force Global Care Solutions into
Chapter 7 bankruptcy.  The Court hasn't ruled whether Global Care
belongs in bankruptcy court, according to Brian Bandell at South
Florida Business Journal.

Furniture Today relates that the creditors claimed that they are
owed $142,460 in sales commissions -- $52,000 to Vunder, $9,400 to
Jackilana, and $81,060 to Innovative Chemical Technologies.

Business Journal states that Global Care filed in August an
assignment of its business for the benefit of creditor in Palm
Beach County Court and cut its workforce to 50 from 150.

Global Care Solutions provides products and support to home
furnishings retailers that sell warranties to customers
guaranteeing protection from stains, spills, tears, scratching and
other mishaps to wood, fabric and leather.  The Company's
customers include many Top 100 retailers.


GOTTSCHALKS INC: Proposes Carrington-Led Auction for Property
-------------------------------------------------------------
BankruptcyData reports Gottschalks Inc. is asking the Bankruptcy
Court to approve an auction for its property located at 3300 South
Broadway, Eureka, California, where The Carrington Company would
be the stalking horse bidder.  Under the deal, Carrington will buy
the assets for $2.25 million, absent higher and better bids.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts.


GRAND LACUNA GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Grand Lacuna Group, Inc.
        16510 Palisades Blvd.
        Clermont, FL 34711

Bankruptcy Case No.: 09-15487

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Middle District of Florida

Debtor's Counsel: David R. McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: dmcfarlin@whmh.com

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

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

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

            http://bankrupt.com/misc/flmb09-15487.pdf

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


GREEKTOWN HOLDINGS: Objects to Rival Casino Plan
------------------------------------------------
Erik Larson at Bloomberg News reports that Greektown Holdings LLC
asked the Bankruptcy Court to reject a competing turnaround plan
that would transfer the company to a Michigan investor and a
Connecticut-based investment firm.

According to Bloomberg, Greektown says the secured lenders would
fare better under its own plan.  It notes that the competing plan
gives pre-petition lenders only $256.5 million, including $60
million in equity, $125 million of unsecured, subordinated debt
and $71.5 million in cash.  The competing plan "is an
unconfirmable attempt by a disappointed bidder to compel
acceptance of its inadequate bid and delay the confirmation of the
joint plan," Merrill Lynch Capital Corporation and Greektown said
in the filing.

Greektown Holdings and Merrill Lynch Capital, as administrative
agent of the Debtors' Lenders, have co-proposed a Chapter 11 plan.
Luna Greektown LLC and Plainfield Asset Management LLC have
presented an alternative plan for Greektown.  The salient terms of
the competing plans are:

             Debtors' Plan              Luna Plan
             ------------------------   ------------------------
General
Structure:   Reorganized Debtors will   Reorganized Debtors will
             issue 100% new equity on   issue new equity having
             a pro rata basis to the    an aggregate value of
             Prepetition Lenders.       $485 million.
Deemed
Enterprise
Value:       $540 million               $485 million

Exit
Financing:   $275 million               $275 million

Cash
Contribution:    --                     The Luna Sponsors will
                                        contribute new cash of
                                        $16.45 million and
                                        their prepetition
                                        secured claim for
                                        $11.17 million to the
                                        Reorganized Debtors.

                                        In exchange, the Luna
                                        Sponsors will get
                                        29.41% of new Common
                                        Units and Plan
                                        Proponents Warrants,
                                        with the remaining
                                        70.59% of the New Common
                                        Units to be distributed
                                        on a pro rata basis to
                                        the Prepetition Lenders.

Alternative  To continue to market      None.
Proposal:    the Debtors' assets
             for sale.

  Claim
  Recovery              Debtors' Plan       Luna Plan
  ------------          -------------       ---------
DIP Lenders           100% recovery       100% recovery
Prepetition Lenders   98-99% recovery     77% recovery
Trade Creditors of
Greektown Casino      33.23% recovery     44.31% recovery

Bondholder Claims
Against Greektown
Holdings              0% recovery         depends on value of
                                          the Avoidance Actions

General Unsecured
Claims Against
Greektown Casino      0.32% recovery      0.32% plus warrants

Other General
Unsecured
Claims                0% recovery         depends on value of
                                          the Avoidance Actions

More details about the competing plans are available at:

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

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  When
the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


HARTMARX CORP: GE Commercial Wants Late Claim Allowed
-----------------------------------------------------
GE Commercial Finance Business Property Corp. has asked the
Bankruptcy Court to excuse the late filing of a $5.55 million
secured claim against Hartmarx Corp., Bloomberg News' Bill
Rochelle said.

The Bankruptcy Court has set a July 27 deadline for proofs of
claim against Hartmarx.  According to the report, GE didn't file a
claim until Sept. 8, although before the deadline it had objected
to a sale of Hartmarx's property and disclosed the amount of the
claim.  GE is asking the Court to rule that the objections
amounted to informal proofs of claim.

Based in Chicago, Illinois, Hartmarx Corporation --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HELLER EHRMAN: Auction of Art Mementos Set for November 10
----------------------------------------------------------
San Francisco Business Times reports that Heller Ehrman LLP will
auction on November 10 several works of modern art, among them
John Monks' The Mirror, that used to adorn the Company's hallways.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif. Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed between $50 million and $100 million
each in assets and debts in its bankruptcy petition.


HELLER EHRMAN: Settles With Former Employees for $19.7 Million
--------------------------------------------------------------
According to Law360, almost one year exactly since the mass
layoffs that signalled the demise of Heller Ehrman LLP, the firm's
bankruptcy estate has agreed to pay $19.7 million to its former
employees to end a barrage of employment and breach of contract
claims.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif. Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed between $50 million and $100 million
each in assets and debts in its bankruptcy petition.


HOLLEY PERFORMANCE: Seeks to Continue Volvo Suit
------------------------------------------------
Law360 reports that bankrupt auto parts maker Holley Performance
Products Inc. is seeking permission to continue a contract dispute
against Volvo Penta of the Americas Inc. in which Volvo sought
$2.5 million in damages for a voluntary recall it issued for 8,000
Holley carburetors.

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.


HUD-FIVE LLC: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hud-Five, LLC
        420 West State Road 436
        Altamonte Springs, FL 32714

Bankruptcy Case No.: 09-15479

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Middle District of Florida

Debtor's Counsel: R Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  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
7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb09-15479.pdf

The petition was signed by Cecil F. Hudson III, member of the
Company.


INTELSAT JACKSON: Moody's Assigns 'B3' Rating on $500 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Intelsat Jackson
Holdings, Ltd.'s new $500 million 10-year note issue.  The new
notes are guaranteed by Intelsat Jackson's indirect, wholly-owned
subsidiary, Intelsat Subsidiary Holding Company, Ltd. and, as they
rank equally with existing B3-rated senior notes issued by
Intelsat SubHoldCo (and with senior notes at Intelsat SubHoldCo's
sister company, Intelsat Corporation), they are rated at the same
B3 level.

Intelsat Jackson is an indirect, wholly-owned subsidiary of
Intelsat, Ltd.  Most of the new issue proceeds will be used to
retire approximately $400 million of 11.5%/12.5% senior PIK
election notes due 2017 issued by Intelsat (Bermuda) Ltd., an
intermediate holding company positioned between Intelsat and
Intelsat Jackson.  In aggregate, the transaction does not have a
material impact on Intelsat's credit profile and, therefore, the
company's Caa1 corporate family and probability of default ratings
remain unchanged (CFR and PDR respectively), as does the stable
ratings outlook.

With $500 million of new issue proceeds and $400 million of debt
retired, the transaction increases Intelsat's consolidated debt by
$100 million, but "as this is less than a 1% change in the
company's debt level, it does not alter leverage and coverage
metrics over the next couple of years" said Bill Wolfe, Moody's
Vice President / Senior Credit Officer.  Similarly, while the
transaction also reduces interest cost, extends the maturity of
$400 million of the approximately $5.2 billion of debt due in 2017
by two years, and bolsters consolidated liquidity by approximately
$90 million, Wolfe noted that "the aggregate impact of these
positive steps does not alter Moody's perspective of Intelsat's
credit profile."

Intelsat is in the midst of a significant capital investment phase
that is expected to continue through 2012.  The company has a
strong business profile in the form of an impressive order
backlog, a very large satellite fleet, advantageous orbital slots,
and international reach.  However, while EBITDA is growing, since
nearly 75% of Intelsat's EBITDA stream is consumed by interest
expense, the company is cash flow negative as the residual does
not cover ongoing capital expenditures.  In conjunction with the
resulting lack of financial flexibility, Wolfe indicated that the
lack of visibility related to the company's ability to be
financially self-sufficient is the primary factor behind the
company's Caa1 CFR and PDR.

Moody's most recent rating action concerning Intelsat was taken on
February 4, 2009, at which time, among other things, a new
$400 million 8.875% "mirror" note issue due January 15, 2015 in
the name of Intelsat Subsidiary Holding Company, Ltd. was rated
B3.  Proceeds of the issue were used to fund a tender offer for
junior-ranking debt in the name of Intelsat Ltd. (portions of the
7.625% notes due 2012 and the 6.5% notes due 2013).  The
transaction announced continues the trend of issuing relatively
senior debt in order to retire relatively junior debt.  In
aggregate with the February transaction, some $900 million from
the two most junior-ranking layers of debt will have been replaced
by debt at the second-most senior tier.  While the February
transaction did not materially revise the relative proportions of
the six layer structure, the new transaction changes the priority
of claim versus loss absorption capacity landscape enough to push
certain junior-ranking debt issues into lower rating ranges.
These are detailed below in the ratings listing.

Lastly, as it appears the combination of elevated capital
expenditures and minor debt maturities will cause Intelsat to be
cash flow negative over the next six to seven quarters, the
company may continue to make use of PIK elections on eligible debt
as a means of conserving cash.  While Moody's do not expect
financial covenant compliance matters to become problematic and do
not anticipate a liquidity squeeze, the company's overall
liquidity position can at best be described as adequate.
Accordingly, Intelsat's SGL-3 speculative grade liquidity rating
is unchanged.

Assignments:

Issuer: Intelsat Jackson Holdings, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD3,
     34%)

Downgrades:

Issuer: Intelsat (Bermuda), Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
     (LGD5, 84%) from Caa2 (LGD5, 82%)

Issuer: Intelsat Intermediate Holding Company, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     (LGD4, 58%) from Caa1 (LGD4, 56%)

Affirmations and LGD Assessment Adjustments:

Issuer: Intelsat, Ltd.

  -- Corporate Family Rating, Unchanged at Caa1
  -- Probability of Default Rating, Unchanged at Caa1
  -- Speculative Grade Liquidity Rating, Unchanged at SGL-3
  -- Outlook, Unchanged at Stable

Issuer: Intelsat Jackson Holdings, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa2,
     with the LGD Assessment Downgraded to LGD4, 65% from LGD4,
     62%

Issuer: Intelsat Corporation

  -- Credit Facilities, unchanged at B1 (LGD1, 5%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B3
     (LGD3, 34%)

Issuer: Intelsat Subsidiary Holding Co. Ltd.

  -- Credit Facilities, unchanged at B1 (LGD1, 5%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B3
     (LGD3, 34%)

Headquartered in Pembroke, Bermuda, Intelsat is the largest fixed
satellite service operator in the world and is privately held by
financial investors.


INTELSAT JACKSON: S&P Assigns 'B+' Rating on $500 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level and '2' recovery ratings to Intelsat Jackson Holdings
Ltd.'s proposed $500 million senior notes due 2019.  The '2'
recovery rating indicates expectations for substantial (70%-90%)
recovery in the event of a payment default.  The proposed notes
are also guaranteed by Intelsat Subsidiary Holding Co. Ltd.  Issue
proceeds will be used to purchase and retire about $400 million of
the 11.5%/12.5% senior paid-in-kind election notes due 2017 that
reside at Intelsat Bermuda Ltd. ($2.4 billion outstanding as of
June 30, 2009) and for general corporate purposes.  Ratings are
based on preliminary documentation and are subject to review of
final documents.

In addition, S&P lowered the issue-level ratings on Intelsat Sub
Holdco's unsecured debt to 'B+' from 'BB-'.  This rating action
also applies to the debt at Intelsat Jackson Holdings that is
guaranteed by Sub Holdco.  The downgrade of about $3.7 billion in
debt is due to the increased debt that is guaranteed by Intelsat
Sub Holdco.  S&P revised the recovery rating on these notes to '2'
from '1'.

Finally, S&P affirmed the 'B' corporate credit rating on parent
Intelsat Ltd.  The outlook is stable.

"The ratings on Bermuda-based Intelsat reflect a highly leveraged
financial profile that allows for limited financial flexibility in
the medium term and overwhelms very attractive business
characteristics," said Standard & Poor's credit analyst Naveen
Sarma.  A strong business risk profile reflects the company's
global scale, strong geographic diversification, and strong
revenue backlog that provides for significant cash flow
visibility.  This fundamentally sound business profile enables the
company to support such high levels of leverage at this rating.
Pro forma for the transaction, Intelsat has over $15 billion in
debt.


ION MEDIA: Court Sets November 13 as Claim Filing Deadline
----------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York set Nov. 13, 2009, as deadline for
creditors of Ion Media Networks Inc. and its debtor-affiliates to
file proofs of claim.

Judge Peck established Nov. 16, 2009, as last date for all
governmental units to file proofs of claim.

Proofs of Claim must be filed to:

   ION Media Networks Claims Processing
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, California 90245

                        About Ion Media

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


ION MEDIA: Has Until December 15 to File Chapter 11 Plan
--------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
Ion Media Networks Inc. and its debtor-affiliates to:

   * file a Chapter 11 plan until Dec. 15, 2009; and
   * solicit acceptances of that plan until Feb. 13, 2010.

Judge Peck ruled that the Debtors' request for extension is the
best interest of their estates, creditors and other parties-in-
interest.

                        About Ion Media

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


JEFFERSON COUNTY: To End FY2009 With $2.3-Mil. Balance
------------------------------------------------------
Kathleen Edwards at Bloomberg News reports that Jefferson County,
Alabama, will end the fiscal year with a $2.3 million cash balance
in its general fund, the county's finance director projected.

The general fund for the fiscal year ending Sept. 30, 2010,
totals $260.8 million, while the total operating budget is
$808.6 million.

"We're going to have to be lean and mean for the next few months,"
said Travis Hulsey, director of the county's Department of
Revenue.

According to Bloomberg, Jefferson County on Oct. 12 brought back
1,000 employees it furloughed Aug. 1. Most of the employees are
working 32-hour weeks as a cost-saving measure.

Bloomberg News relates that Jefferson County is facing a sewer
debt crisis that began last year when interest rates on $3 billion
of sewer debt soared as high as 10% amid Wall Street's credit
crunch.  Banks, including JPMorgan Chase & Co. and Bank of America
Corp., have granted the county forbearance agreements on its sewer
debt.

As reported by the TCR on Sept. 9, 2009, county commissioners at
Jefferson County voted to extend until Oct. 30 forbearance
agreements with JPMorgan Chase & Co. and BayernLB on $105 million
of floating-rate general obligation bonds.  Jefferson County faced
a Sept. 15 deadline to make the debt payment.

                        About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment.


JYL COX: Files for Chapter 7 Liquidation
----------------------------------------
Jyl Cox Insurance LLC has filed for Chapter 7 bankruptcy
protection in the U.S. Bankruptcy Court in Dayton, after closing
in September.  Ben Sutherly at The Western Star reports that
Richard A. Sadoff, Exq., who has an office in Covington, Kentucky,
assists the Debtor in its case.  Jyl Cox listed $139,000 in assets
against $242,178 in liabilities.  According to The Western Star,
Jyl Cox' largest unsecured creditors include Farmers Insurance
Group -- owed about $49,500 -- and Wells Fargo, owed about
$27,875.  The report says that Mr. Sadoff blamed the Debtor's
collapse on the recession and the transition toward online
insurance.

Jyl Cox Insurance LLC is a property and casualty insurance company
at 8567 S. Mason Montgomery Road.


KIEBLER SLIPPERY: Seeks Approval of Cash Collateral Use
-------------------------------------------------------
Kiebler Slippery Rock, L.L.C. is scheduled to appear before the
Bankruptcy Court on Oct. [__], 2009, to seek final or approval or
another interim order authorizing a further use of cash
collateral.

The U.S. Bankruptcy Court for the Northern District of Ohio
previously authorized, on an interim basis, Kiebler Slippery Rock,
L.L.C., to:

   -- use cash securing repayment of loan with The Huntington
      National Bank and The Huntington Real Estate Investment
      Company until Oct. 16, 2009; and

   -- grant adequate protection to the prepetition lenders.

The Debtor related that the total due to Huntington under the loan
documents as of the petition date is about $26,457,200.  The total
due Huntington Real Estate under the loan documents is about
$2,200,000 including accrued interest, fees and costs incurred
to date.  As of the petition date, the Debtor remains in default
of its obligations under the loan documents.

The Debtor related that it does not have available sources of
working capital and financing to carry on the operation of the
business without the use of the cash collateral.

The lenders agree to allow the Debtor a limited use of their Cash
Collateral, subject upon the Debtor granting to lenders
postpetition security interests, liens, and superpriority
administrative expense claims as adequate protection for use of
their cash collateral.  The total cash collateral to be used
through Oct. 16, 2009, was not to exceed $750,000.

                    About Kiebler Slippery Rock

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine 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.


KIRK JOHNSON: IRS Tax Lien Can Be Stripped From Real Estate
-----------------------------------------------------------
WestLaw reports that an individual Chapter 11 debtor could strip
off a federal tax lien from his already fully encumbered real
property, while the lien remained as a valid encumbrance on his
personalty, in the exercise of rights granted to him under the
Code provisions governing determination of a claim's secured
status [11 U.S.C. Sec. 506(a)] and authorizing the debtor to
modify the rights of holders of secured claims, other than a claim
secured only by a security interest in real property that was the
debtor's principal residence [11 U.S.C. Sec. 1123(b)(5)].  A
district judge in Pennsylvania upheld the bankruptcy court's
determination that the Supreme Court's Dewsnup decision did not
extend outside of Chapter 7 to preclude strip off by an individual
Chapter 11 debtor.  I.R.S. Dept. of Treasury of U.S. v. Johnson, -
-- B.R. ----, 2009 WL 943861, 103 A.F.T.R.2d 2009-1698, 2009-1
USTC P 50,344, Bankr. L. Rep. P 81,515 (W.D.Pa.) (Fischer, J.).

The Honorable Nora Barry Fischer's decision affirms Bankruptcy
Judge Thomas P. Agresti's decision published at 386 B.R. 171.

Kirk G. Johnson filed a voluntary Chapter 11 petition (Bankr. W.D.
Pa. Case No. 05-35220) on October 10, 2005.  Mr. Johnson operates
a business proprietorship known as KJ Transit.  In addition, Mr.
Johnson owns real property, where he resides, in Coraopolis, Pa.
The Real Property had a fair market value of $279,000 as of the
date the bankruptcy petition was filed.  As of that same date, the
Real Property was subject to a purchase money first mortgage lien
in the amount of $279,440 held by Mortgage Electronic Registration
Systems, Inc., and a county real estate tax lien in the amount of
$215.61.  The MERS Mortgage and the County Lien therefore
collectively exceeded the fair market value of the Real Property
and both of them predate any lien held by the IRS.

The Debtor also owns various items of personal property with a
total fair market value of $53,595.83.  Other than the IRS lien,
the only item of the Personal Property subject to a lien is a 2002
Lincoln Navigator.  As of the Petition date, the fair market value
of that vehicle was $18,675.  At that time the vehicle was subject
to a security interest in favor of M. & T. Credit Services, LLC in
the amount of $12,221 superior to the lien of the IRS.  The
Debtor's total equity in all of the Personal Property was
$41,374.88.

The IRS was listed as a secured creditor on Schedule D of Mr.
Johnson's Chapter 11 petition for its federal tax lien.  The IRS
filed an Amended Proof of Claim on February 17, 2006, asserting
that its federal tax lien entitled it to a secured claim in the
amount of $178,673.05 and an unsecured priority claim of
$2,374.71, for a total claim of $181,047.76 against all of Mr.
Johnson's personal and real property.

Mr. Johnson filed his Chapter 11 Plan of Reorganization, Summary
of Chapter 11 Plan, and Disclosure Statement with the Bankruptcy
Court on February 5, 2007.  Thereafter, on February 20, 2007, Mr.
Johnson initiated an adversary proceeding (Bankr. W.D. Pa. Adv.
Pro. No. 07-2077) against the IRS to determine the nature and
validity of the tax lien.  Mr. Johnson's adversary complaint
against the IRS sought, among other things, to strip the IRS' lien
from the real property (as ordered in In re Johnson, 386 B.R. at
172).  On April 17, 2007, the IRS stipulated that it was entitled
to an allowed secured claim of $41,374.88, an allowed unsecured
priority claim of $30,595.00, and a general unsecured claim of
$109,079.88.  This stipulation was approved by the Bankruptcy
Court on April 23, 2007.  However, the stipulation did not resolve
whether the lien of the IRS would be stripped from the real
property.

Mr. Johnson filed his Chapter 11 Amended Plan of Reorganization on
May 1, 2007, providing for stripping the IRS' lien from his real
property, and that plan was confirmed by the Bankruptcy Court on
May 3, 2007.  The IRS, in turn, appealed to the District Court.
On review, the District Court concluded that the Bankruptcy Court
was authorized to permit Mr. Johnson to "modify the rights" of the
IRS in its federal tax lien and sever the lien from his real
property in accordance with Secs. 506(a) and 1123(b)(5) of the
Bankruptcy Code and the terms of the confirmed Amended Plan of
Reorganization.


LANDAMERICA FIN'L: Capital Title Files for Chapter 11
-----------------------------------------------------
Capital Title Group, Inc., a subsidiary of LandAmerica
Financial Group, Inc., and a holding company that operated through
its various subsidiaries, Nations Holding Group, Inc., New
Century Holding Company, and CTG Building Co., filed for Chapter
11 bankruptcy protection.

Before November 2008, Nations Holding Group, Inc., through its
subsidiaries, which, with the exception of LandAmerica Title
Company, have since been dissolved or sold, or in the case of
AdvantageWare, Inc., are in the process of being dissolved,
provided real estate settlement services in California and
Nevada.  NHG's subsidiaries primarily issued title insurance
policies and performed other title related services, including
escrow activities in connection with real estate transactions.
New Century Holding Company, through its subsidiary New Century
Title Company, provided escrow and title services to the real
estate industry in select California counties prior to NCTC's
dissolution in January 2008.  NHG, which is now a defunct holding
company, and NCHC, an entity in the process of being dissolved,
have since ceased doing business.

CTG had approximately $635,000 in cash as of October 12, 2009.

CTG filed for bankruptcy on October 12, 2009, to conduct an
orderly wind-down of its business and to provide for a
fair and equitable distribution of its estate to its
stakeholders.  CTG is party to and guarantor under several non-
residential real property leases, formerly utilized by employees
of CTG's subsidiaries.  Since the dissolution of the
subsidiaries, the leased premises have been vacated.  CTG,
however, continues to be liable for the monthly rent obligations
under the Leases.  Through its Chapter 11 case, CTG seeks to
reject the Leases pursuant to Section 365 of the Bankruptcy Code
in order to mitigate losses and maximize value for its
stakeholders.  The resulting savings from the rejection of the
Leases will help to preserve the value of CTG's estate.

In addition, CTG is a defendant in an action captioned Beau
Street Associates v. CTG Real Estate Information Services, Inc.,
Case No. 2009-1074, Pa. Ct. Com. Pl. (Wash. County 2009).

In the Beau Street Case, plaintiffs Beau Street Associates, Inc.
and JBP Holdings LLC filed a complaint against CTG and two of its
affiliates, CTG Real Estate Information Services and LandAmerica
OneStop, Inc., seeking injunctive relief and asserting causes of
action for civil conspiracy, breach of contract and fraudulent
concealment with respect to two office leases in Washington
County, Pennsylvania.  The Beau Street Lease and the Millcraft
Lease were entered into by CTG REIS, a former subsidiary of CTG
that was dissolved in December 2007.  CTG guaranteed CTG REIS's
obligations under the Beau Street Lease.

As of October 12, 2009, the Beau Street Defendants have made a
settlement offer to the plaintiffs in the Beau Street Case.  If a
settlement can be reached in the Beau Street Case, CTG may seek
to settle the matter pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure as part of its case.

                    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: Capital Title's Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Capital Title Group, Inc.
       5600 Cox Road
       Glen Allen, Virginia 23060

Bankruptcy Case No.: 09-36626

Chapter 11
Petition Date:       October 12, 2009

Other Debtor-affiliates that have filed separate Chapter 11
petitions on November 26, 2008, March 6, 2009, March 17, 2009,
March 31, 2009, and July 17, 2009:

Entity                                       Case No.
------                                       --------
LandAmerica Financial Group Inc.             08-35994
LandAmerica 1031 Exchange Services Inc.      08-35995
LandAmerica Assessment Corporation           09-31453
LandAmerica Title Corporation                09-31943
Southland Title Corporation                  09-32063
Southland Title of San Diego                 09-32064
Southland Title of Orange County             09-32065
LandAmerica Credit Services, Inc.            09-34607


Bankruptcy Court:    U.S. Bankruptcy Court
                    Eastern District of Virginia (Richmond)

Bankruptcy Judge:    Honorable Kevin Heunnekens

Debtor's Counsel:    John H. Maddock, III, Esq.
                    Dion W. Hayes,Esq.
                    McGuireWoods LLP
                    One James Center, 901 E. Cary St.
                    Richmond, VA 23219-4030
                    Tel: (804) 775-1178

                    Paul V. Shalhoub, Esq.
                    Rachel C. Strickland, Esq.
                    Willkie Farr & Gallagher LLP
                    787 Seventh Avenue
                    New York, New York 10019
                    Tel: (212) 728-8000

Estimated Assets:    $10 million to $50 million

Estimated Debts:     $10 million to $50 million

Capital Title's List of Seven Largest Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Klaudia Kontrimas                               $380,500
c/o Cohelan Khoury & Siner
Attn: Timothy D. Cohelan &
       Isam C. Khoury
605 C Street, Suite 200
San Diego, CA 92101-5305

        - and -

Klaudia Kontrimas
c/o Law Offices of Michael J.
Procopio
2677 N. Main Street, Suite 860
Santa Ana, CA 92705

The Realty Associates Fund                       $39,691
VIII LP
P.O. Box 223552
Pittsburgh, PA 15251

       - and -

The Realty Associates Fund
VIII LP
c/o TA Associates Realty
1391 Dove Street
Suite 860
Newport Beach, CA 92660
Attn: Asset Mgr. - 200 E.
       Sandpoint

Matthews, Gold, Kennedy &                        $27,934
Snow, Inc.
6530 North 16th Street
Phoenix, AZ 85016
Telephone : (602) 944-1515

Lloyd Square Associates LLC                       $6,515
54 N. Central Avenue #101
Campbell, CA 95008
Telephone: (408) 378-2306

Executive Center Rancho Bernardo, L.P              $6,422

Chubb & Son, a division of                         $2,447
Federal Insurance Company

Beau Street Associates, Inc.,                     Unknown
Trading As Beau Street
Associates Limited
Partnership And JBP
Holdings, LLC, Trading as
Millcraft Center Limited

                    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: Capital Title's Schedules of Assets & Debts
--------------------------------------------------------------
A.     Real Property                                       None

B.     Personal Property
B.1    Cash on hand                                        None
B.2    Bank Accounts
         Bank Of America Business Checking - 2208      $500,000
         Comerica Bank Cert. of Deposit - 4091           45,000
         Comerica Bank Cert. of Deposit - 5965           22,500
         Comerica Bank Cert. of Deposit - 0438            7,513
         Comerica Bank Cert. of Deposit - 0036            7,500
         Comerica Bank Cert. of Deposit - 0446            7,500
         Comerica Bank Cert. of Deposit - 0602            7,500
         Comerica Bank Cert. of Deposit - 0610            7,500
         Comerica Bank Cert. of Deposit - 0628            7,500
         Comerica Bank Cert. of Deposit - 0636            7,500
         Comerica Bank Cert. of Deposit - 0644            7,500
         Wells Fargo Bank Cert. of Deposit - 3530         7,500
         Comerica Bank Escrow Account - 0032            Unknown
B.3    Security Deposits
         Real State Security Deposits                   393,721
B.9    Interests in Insurance Policies                     None
B.12   Interests in IRA, ERISA or other Pension Plans      None
B.13   Business Interests and stocks
         CTG Building Company                           Unknown
         Nations Holding Group                          Unknown
B.14   Interests in partnerships
         Beau Street Associates LP                      Unknown
B.16   Accounts Receivable                                 None
B.18   Other Liquidated Debts                              None
B.20   Contingent and noncontingent interest               None
B.21   Other Contingent & Unliquidated Claims              None
B.22   Patents                                             None
B.23   General Intangibles                                 None
B.24   Customer lists                                      None
B.25   Vehicles                                            None
B.27   Aircraft and accessories                            None
B.28   Office equipment, furnishings and supplies
         Office Equipment                                66,211
         Leasehold Improvements                           6,318
         Data Processing Equipment                        1,225
B.29   Machinery                                           None
B.30   Inventory                                           None
B.35   Other Personal Property
         LandAmerica Title Company                      489,327
         Other Assets                                   178,765
         LandAmerica OneStop, Inc.                       54,873
         Notes Receivable                                53,528

       TOTAL SCHEDULED ASSETS                        $1,878,981
       ========================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim                                         None

E.   Unsecured Priority Claims
       Arizona Dept. of Revenue                         Unknown
F.   Unsecured Non-priority Claims
       Chubb & Son                                       $2,447
       Executive Center Rancho Bernardo                   6,422
       Klaudia Kontrimas                                380,500
       LFG                                           16,150,449
       Lloyd Square Associates LLC                        6,515
       Matthews, Gold, Kennedy & Snow, Inc.              27,934
       The Realty Associates Fund VIII LP                39,691
       Others                                                 2
        See: http://ResearchArchives.com/t/s?46e1

       TOTAL SCHEDULED LIABILITIES                  $16,613,960
       ========================================================

The Debtor has also submitted a statement of financial affairs.
G. William Evans, president and chief financial officer of
Capital Title Group, Inc., reported that the company has gained
$521,750, from its business operations during the two years
before October 2009:

     Period                              Amount
     ------                              ------
     January 2009 to August, 2009        $86,523
     Fiscal Year 2008                    $58,310
     Fiscal Year 2007                   $376,917

CTG paid or transferred to creditors certain amounts within 90
days immediately before the Petition Date, a list of which is
available for free at http://bankrupt.com/misc/CTG_SOFAs_3b.pdf

CTG also made a $186,380 payment to LandAmerica Financial Group,
Inc within one year immediately preceding the Petition Date.
LFG is an "insider" as the term is defined under Section 101(31)
of the Bankruptcy Code.

CTG is a party to several lawsuits and administrative proceedings
within one year immediately preceding the Petition Date.  They
include:

Suit Caption                         Nature          Status
------------                   ------------------    ------
Beau Street Associates, Inc.,   Breach Of Contract   Pending
Trading As Beau Street
Associates Limited
Partnership And JBP Holdings,
LLC, Trading As Millcraft
Center Limited Partnership V.
CTG Real Estate Information
Services, Inc., Capital Title
Group, Inc. And LandAmerica
OneStop, Inc. No 2009-1074

Alexander, Richard V. Capital       Employment           Pending
Title Group, Inc.,
LandAmerica Financial Group,
Inc., CTG Real Estate
Information Services, Inc.
CV2007-010564
Corp. Lit. #S100352

Klaudia Kontrimas V New             Class Action         Settled
Century Title Company, A
California Corporation;
Capital Title Group, Inc., A
Delaware Corporation;
LandAmerica Financial Group,
Inc.
Case No. 06CC00169

Within six years immediately before the Petition Date, CTG has
been a member of a consolidated group for tax purposes under
parent company, LandAmerica Financial Group, Inc., with Tax
Identification No. 54-1589611.

LandAmerica Financial Group, Inc. owns 100% of CTG's common
stocks.

                    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: To Present Plan for Confirmation on Nov. 18
--------------------------------------------------------------
Judge Kevin Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia finds that the Amended Disclosure
Statement accompanying the Chapter 11 Plan filed by LandAmerica
Financial Group, Inc., and its debtor affiliates, upon the
inclusion of certain additions and changes as set out in open
Court on October 13, 2009, contains adequate information as
required by Section 1125 of the Bankruptcy Code.

As previously reported, the Debtors initially amended their Plan
and Disclosure Statement on October 2, 2009.  The Debtors
delivered to the Court two more amended versions of their Plan --
one on October 12, 2009 to provide more disclosures on the
Section 1031 adversary proceedings and another on October 13,
2009 to reflect certain changes to the Plan noted in open court.

Accordingly, Judge Huennekens approved the Amended Disclosure
Statement on October 14, 2009, for distribution to creditors
entitled to vote on the Plan.

The Debtors may commence on October 17, 2009, the distribution of
solicitation materials to their creditors.  The Solicitation
Package will include a copy of the Disclosure Statement and the
Disclosure Statement Order, a blank ballot and a return envelope,
a Confirmation Hearing notice, and letters of support from the
Unsecured Creditors Committees of LandAmerica Financial Group,
Inc., and LandAmerica 1031 Exchange Services, Inc.

The Debtors are also permitted to distribute Solicitation
Materials, including Ballots, to record holders of the 3.125%
Debentures or the 3.25% Debentures in Class LFG 3 reflected in
the records of Depository Trust Company.

The plan support letters of the LFG and LES Creditors Committees
are approved for inclusion in the Solicitation Materials of
holders of Claims against LES and LFG, as applicable, that are
entitled to vote on the Plan.

The Court has established October 13, 2009, as the record date
for determining which creditors are entitled to vote on the
Debtors' Joint Chapter 11 Plan and which creditors and interest
holders will receive materials, which include notices of non-
voting status.

Creditors have until November 10, 2009, at 4:00 p.m. Eastern Time
to submit a properly filled out ballot to accept or reject the
Plan.

The proposed form of the Ballots are approved, as well as the
proposed voting procedures and ballot tabulation procedures.

The Debtors are excused from distributing Solicitation Materials
to those entities that the Debtors are unable to obtain accurate
addresses after having exercised good faith efforts to obtain
more current addresses.

Any holder of a Claim who seeks to have its Claim allowed for
voting purposes in an amount different from that which is set
forth in the Debtors' Schedules, the Plan, the Disclosure
Statement, or the procedures set, must file a motion seeking a
hearing to consider the estimation of that Claim by October 30,
2009.

The Confirmation Hearing will be held at 11:00 a.m. Eastern Time
on November 18, 2009.  The hearing may be adjourned from time to
time by the Court or the Debtors without further notice to
parties other than an announcement at or before the currently set
Confirmation Hearing.   Objections to the confirmation of the
Plan are due no later than November 10, 4:00 p.m. Eastern Time.

Objections to the adequacy of the Disclosure Statement with
respect to the most recent debtor affiliate, Capital Title Group,
Inc., or the solicitation of the creditors of Capital Title
Group, Inc., are due no later than 4:00 p.m. Eastern Time on
November 10, 2009.

The Debtors will publish the Confirmation Hearing Notice at least
24 days before the Confirmation Objection deadline in the
Richmond Times-Dispatch, The New York Times, he San Bernardino
Sun, and the Orange County Register.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/LandAm_DSOrd1014.pdf

                    Debtors' Omnibus Reply to
                 Disclosure Statement Objections

Before the Court's ruling, the Debtors' Disclosure Statement was
opposed by several parties, including the Pension Benefit
Guaranty Corporation and creditors of the Debtors' Section 1031
exchanges.  In this light, the Debtors filed an omnibus reply to
the Objections.

The Debtors maintained that they have worked conscientiously to
handle their Chapter 11 cases efficiently so as to retain value
for their creditors.  However, while the creditors just want to
be paid what they are owed, the available assets of the Estates
are insufficient to pay creditors in full by a long shot, the
Debtors said.  On the other hand, the Debtors noted, if all
parties are allowed to continue to litigate, the costs are higher
for the Estates, substantially reducing and delaying
distributions for everyone.

On the Debtors' behalf, Dion W. Hayes, Esq., at McGuirewoods LLP,
in Richmond, Virginia, related that the Plan was formed after
difficult negotiation was completed and compromises were made
between the Debtors and representatives of LFG and LES creditors
of all types.  The Plan, he asserted, represents an effort to
maximize what is left of the estates, and to get as much cash
into the hands of creditors as possible, as soon as possible.

Mr. Hayes emphasized that the Disclosure Statement describes the
process that has led the cases up to this point, and the Plan
that the Debtors believe represents the best possible outcome for
their cases, as well as the many, many risks that still exist in
their cases.  The Debtors averred while the Disclosure Statement
doesn't tell the story many wished to read, it nonetheless
satisfies the standards of Section 1125.

To assist the Court and parties-in-interest with the task
of ensuring that each of the Objections is addressed, the Debtors
prepared a comprehensive response summary chart, a copy of which
is available for free at:

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

The Debtors also commented on the proposed letter prepared by
Angela M. Arthur, as Trustee of the Arthur Declaration of Trust
dated December 29, 1988; Leapin Eagle LLC, a limited liability
company; Vivian R. Hays; Denise J. Wilson; Gerald R. Terry; Ann
T. Robbins; and Jane T. Evans for distribution to creditors.  The
Debtors contended that the letter cannot be approved in its
current form and must be revised to remove the false and
misleading information, and updated to reflect changes to the
Plan and Disclosures Statement.

                        Amended Versions of
                   Plan & Disclosure Statement

The Debtors made further amendments to their Plan and Disclosure
Statement dated October 12 and 13, 2009, to make more disclosures
and reflect changes discussed at the Disclosure Statement
Hearing.  More Plan exhibits were also attached to the Amended
Plan versions.

The Plan Modifications include:

A. Bankruptcy Filing of Capital Title Group

   The Debtors disclosed that its affiliate, Capital Title
   Group, Inc., filed for bankruptcy on October 12, 2009.  The
   Plan is amended to include claim recoveries of Capital Title
   Group's creditors:

                                  Est. Amount    Estimated
    Class  Designation           of Claims/Int.  Recovery(%)
    -----  -----------           --------------  -----------
    SD 1   Subsidiary Priority               $0         N/A
    CTG    Non-Tax Claims

    SD 2   Subsidiary Secured                $0         N/A
    CTG    Claims

    SD 3   Subsidiary General       $33,197,000        2.70%
    CTG    Unsecured Claims

    SD 4   Subsidiary Equity                N/A        0.00%
    CTG    Interests

    The Plan also provides for the treatment of claims against
    Capital Title Group:

     Class                        Treatment
     -----                        ---------
     Class SD1                    Unimpaired Status.
     Capital Title Group, Inc.    Each holder of Class SD1 CTG
     Subsidiary Priority          Claim will receive Cash from
     Non-Tax Claims               the applicable Post-Effective
                                  Date Entity in an amount equal
                                  to the Claim.

     Class SD 2                   Unimpaired Status.
     Capital Title Group, Inc.    Each holder of a Class SD2 CTG
     Subsidiary Secured Claims    Claim will receive, at the
                                  election of the Debtors: (i)
                                  Cash in an amount equal to the
                                  Allowed Claim; or (ii) other
                                  treatment that will render the
                                  Secured Claim unimpaired
                                  pursuant to Section 1124 of
                                  the Bankruptcy Code.

     Class SD 3                   Each holder of a Class SD 3
     Capital Title Group, Inc.    CTG Claim will receive its Pro
     Subsidiary General           Rata Share of the relevant
     Subsidiary Unsecured Claims  Debtor's SD Net Proceeds,
                                  until that holder's Allowed
                                  Subsidiary General Unsecured
                                  Claim is satisfied in full.

     Class SD 4                   The Subsidiary Equity
     Capital Title Group, Inc.    Interests will be cancelled,
     Subsidiary Equity            and each holder of Allowed
     Interests                    Class SD 4 CTG Interests will
                                  receive that holder's Pro Rata
                                  Share of the relevant
                                  Subsidiary Debtors' SD Net
                                  Proceeds, if any, after the
                                  satisfaction of all the
                                  Debtors' Allowed SD General
                                  Unsecured Claims.

B. The Amended Plan provides for the change in the estimated
   recovery of Class SD 4 Claims of LandAmerica Assessment
   Corporation from $952,000 to $956,00.

C. The Amended Plan provides for changes in the Estimated
   Recovery of these Classes of Claims, the estimated amount of
   claims or interests in these Classes remain unchanged:

                            New Estimated        Previous
     Class                    Recovery        Estimated Recovery
     -----                  -------------     ------------------
     Class LFG 3                 28.30%               26.20%
     LFG General
     Unsecured Claims

     Class LFG 4                 30.00%               31.00%
     LFG Exchange
     Guarantee
     Claims

     Class SD 4                $867,000            $956,000
     LandAmerica
     Assessment Corp.
     Subsidiary
     Equity Interests

     Class SD 3                   2.10%                2.70%
     Capital Title Grp, Inc.
     Subsidiary General
     Unsecured Claims

     Class SD 3                  15.50%               15.90%
     Southland Title
     Corporation
     Subsidiary General
     Unsecured Claims

     Class SD 3                  11.70%               11.90%
     Southland Title
     of San Diego
     Subsidiary General
     Unsecured Claims

D. Liquidation Analysis Charts

   The Debtors attached to the Liquidation Analysis a recovery
   analysis chart that represents a portion of the recovery
   estimated to be distributed to Classes LES 4, LES 5, LES 6
   and LFG 3 under Chapter 11 and Chapter 7 scenarios.
   Liquidation analysis charts were also presented to provide,
   among others, the projected value available to settle
   unclassified and classified claims and interests, and
   distributions to classified claims and interests.  Copies of
   the Charts is available for free at:

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

E. Claims Against Directors and Officers.  Under the Plan,
   the Trusts will have the right to seek subordination of any
   Indemnification Claim against a prepetition officer or
   director of LES or LFG.  No Plan Consideration will be
   reserved on account of the Indemnification Claims.

F. LES Litigation and the Lead Cases

   G. William Evans, executive vice president and chief
   financial officer of LFG, disclosed that more than 100
   adversary proceedings have been involving similar fact
   patterns -- the failure of LES to pay certain funds or
   turnover certain property to the various plaintiffs in
   connection with contemplated 1031 transactions for which LES
   had served as a "qualified intermediary."  The adversary
   proceedings seek, under a variety of theories, the return of
   the Exchange Funds held by LES associated with Exchange
   Agreements on the grounds that the Exchange Funds held by LES
   are not property of the LES Estate.

   The Debtors attached to the Amended Plan, a complete list of
   the pending adversary proceedings, including the causes of
   action asserted.  A copy of the list is available for free
   at http://bankrupt.com/misc/LandAm_LESAPCases.pdf

G. The Amended Plan also includes on an exhibit of the Tolling
   Agreement, which will be executed by the directors and
   officers of LFG and LES and the Creditors Committees, to toll
   the statute of limitations with respect to Causes of Action,
   which are Enjoined Actions.  A copy of the Tolling Agreement
   is available for free at:

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

H. The Disclosure Statement also include details of a Multi-
   District Litigation Action.  To note, Angela M. Arthur, as
   the Trustee of the Arthur Declaration of Trust dated Dec. 29,
   1988, Vivian R. Hays, Leapin Eagle, LLC and Denise J. Wilson,
   on behalf of themselves and all others similarly situated,
   commenced an action in January 2009 in the U.S. District
   Court for the Southern District of California (Case No. 09-
   CV-0054) against SunTrust Banks, Inc., G. William Evans and
   Stephen Connor.  On February 11, 2009, Gerald R. Terry, Ann
   T. Robbins and Jane T. Evans, on behalf of themselves and
   others similarly situated, commenced another action in South
   Carolina State Court, County of Anderson (C.A. No. 2009-CP-
   04-00373) against SunTrust, Evans, Connor, Theodore L.
   Chandler, Jr., and Christine R. Vlahcevic.  Evans, Connor,
   Chandler and Vlahcevic are current or former officers and
   employees of LFG and LES.  The Arthur Action and the Terry
   Action asserted claims on behalf of customers who deposited
   exchange funds into the commingled accounts held by LES after
   the market for Auction Rate Securities froze in February
   2008.

   On February 19, 2009, the Terry Action was removed to the
   U.S. District Court for the District of South Carolina. On
   June 12, 2009, the United States Judicial Panel on
   Multidistrict Litigation ordered the Arthur Action
   transferred to the S.D. District Court for coordination or
   consolidation of pretrial proceedings with the Terry Action,
   under the caption entitled In re LandAmerica 1031 Exchange
   Services, Inc., Internal Revenue Service Section 1031 Tax
   Deferred Exchange Litigation.

   On August 3, 2009, the MDL Plaintiffs filed a Consolidated
   Amended Complaint in the MDL Action.  The MDL Complaint does
   not name Vlahcevic as a defendant, but adds three additional
   officers as defendants: Ronald B. Ramos, Devon M. Jones and
   Brenton J. Allen.

   The MDL complaint alleges that the funds deposited by members
   of the purported class were used by LES after the collapse of
   the ARS market in February 2008 to pay off older exchanges
   instead of to purchase replacement properties.  The MDL
   Plaintiffs assert claims against SunTrust for (a) aiding and
   abetting breach of fiduciary duty, (b) conversion of trust
   funds, (c) aiding and abetting conversion of trust funds, and
   (d) common law civil conspiracy.  The MDL Plaintiffs assert
   claims against the Individual Defendants for (a) breach of
   fiduciary duty, (b) negligence, (c) fraud, (d) fraudulent
   concealment, and (e) constructive fraud.

   The MDL Action is still in its early stages and as of
   Oct. 12, 2009, neither SunTrust nor any of the Individual
   Defendants has responded to the MDL Complaint.

   Pursuant to the Plan, after the Effective Date, the MDL
   Action will be temporarily stayed as to the Individual
   Defendants, but not as to SunTrust.  Because the Individual
   Defendants are named insureds under the Debtors' insurance
   policies, any insurance proceeds that are expended in
   connection with the Individual Defendants' defense in the MDL
   Action, or in paying a judgment or settlement, if any,
   against the Individual Defendants from the MDL Action, will
   reduce the total proceeds available to the Estates and their
   creditors under the Debtors' insurance policies.  In
   addition, the Plan provides that if the MDL Plaintiffs are
   successful in obtaining a judgment against the Individual
   Defendants, the recovery will inure entirely to the benefit
   of the MDL Plaintiffs instead of being equitably distributed
   among all of the creditors of the Debtors' estates.

Redlined copies of the October 12 Amended Plan and Disclosure
Statement is available for free at:

   http://bankrupt.com/misc/LandAm_BlackAmendedPlan1012.pdf
   http://bankrupt.com/misc/LandAm_BlackAmendedDS1012.pdf

Redlined copies of the October 13 Amended Plan and Disclosure
Statement is available for free at

   http://bankrupt.com/misc/LandAm_BlackAmendedPlan1013.pdf
   http://bankrupt.com/misc/LandAm_BlackAmendedDS1013.pdf

Clean copies of the October 13 Amended Plan and Disclosure
Statement is available for free at:

   http://bankrupt.com/misc/LandAm_CleanAmendedPlan1013.pdf
   http://bankrupt.com/misc/LandAm_CleanAmendedDS1013.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)


LANGUAGE LINE: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Monterey, California- based Language Line Holdings Inc.
to 'B+' from 'B'.  The rating outlook is stable.

At the same time, S&P assigned its 'B+' corporate credit rating to
Language Line Holdings Inc.'s operating subsidiary, Language Line
LLC, and to Coto Acquisition LLC.

In addition, S&P assigned its issue-level and recovery ratings to
the proposed $575 million senior credit facilities to be co-
borrowed by Language Line LLC and Coto Acquisition.  The credit
facilities consist of a $50 million revolving credit facility due
2014 and a $525 million term loan B due 2015.  S&P rated the
facilities 'B+' (at the same level as the 'B+' corporate credit
rating on Language Line) with a recovery rating of '4', indicating
S&P's expectation of average (30% to 50%) recovery for lenders in
the event of a payment default.

Transaction proceeds and roughly $46 million of cash will be used
to refinance the debt of Language Line Holdings Inc. and Language
Line Inc., as well as the debt of two unconsolidated affiliates,
Coto Holdings LLC and Language Line U.K., which have the same
ultimate parent company, Language Line Holdings LLC.  S&P will
withdraw its existing issue-level and recovery ratings on Language
Line's debt following a successful closing of the transaction.

"The upgrade reflects Language Line's improved liquidity due to
the proposed transaction pushing out maturities," said Standard &
Poor's credit analyst Tulip Lim.  "Interest coverage also improves
as a result of the transaction."

The 'B+' rating reflects vulnerability to clients moving their
translation services in-house, especially for Spanish-English
translation, and continued pricing pressure in the over-the-phone
interpretation (OPI) market.  The company's strong position in the
OPI market and its good EBITDA margins are positives that
minimally offset these risks.

Pro forma for the transaction, S&P estimate that lease-adjusted
total debt to EBITDA and unadjusted EBITDA coverage of total
interest expense were 3.8x and 4.8x, respectively, for the 12
months ended June 30, 2009.  S&P expects conversion of EBITDA into
discretionary cash flow (after distribution to the parent holding
company) to be sufficient over the near-to-intermediate term,
reflecting reduced interest expense and small working capital and
capital spending requirements.


LANTRONIX INC: Receives Delisting Notice From Nasdaq
----------------------------------------------------
Lantronix, Inc., on October 14 said that it has received a Nasdaq
staff determination letter dated October 8, 2009, notifying the
Company that it has not complied with Nasdaq Listing Rule
5550(a)(2).  Lantronix had initially been notified on December 26,
2007, that the bid price of its common stock had closed at less
than $1.00 per share over the previous 30 consecutive business
days.

In accordance with Listing Rule 5810(c)(3)(A), the Company was
provided 180 calendar days, or until June 23, 2008, to regain
compliance with the Rule.  On June 25, 2008, because the Company
met Listing Rule 5505 (except the bid price), the Company was
given an additional 180 calendar day compliance period through
December 22, 2008.  Thereafter Nasdaq suspended the enforcement of
the bid price requirement through July 31, 2009.  The remaining 66
days, which Lantronix had to regain compliance, expired on
October 7, 2009, and because the Company has not regained
compliance, the Nasdaq Staff has determined to delist the
Company's securities from the Capital Market.

Accordingly, unless the Company requests an appeal of this
determination, trading of the Company's common stock will be
suspended at the opening of business on October 19, 2009 and a
Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on The Nasdaq Stock Market.

The Company was advised by Nasdaq that the Company may appeal
Staff's determinations to a Nasdaq Hearings Panel, pursuant to the
procedures set forth in the NASDAQ Marketplace Rule 5800 Series.
The Company was advised that in connection with any such appeal,
it would be asked to provide a plan to regain compliance to the
Panel.  Historically, Panels have generally viewed a reverse stock
split in 30 to 60 days as the only definitive plan acceptable to
resolve a bid price deficiency, although recently the Panel has
been empowered to allow up to 180 days, if the panel deems
appropriate.  A hearing request will stay the suspension of the
Company's securities and the filing of the Form 25-NSE pending the
Panel's decision, if received by October 15, 2009 prior to 4:00
p.m. Eastern Time.

The Company intends to appeal the determination to the Panel.  The
Company notes that on October 8, 2009, it filed a definitive proxy
statement that included a stockholder proposal requesting
authorization for a reverse stock split.  The Company's annual
meeting is scheduled to be held on November 18, 2009.

Although the Company plans to appeal the determination, if for any
reason the Company did not appeal Staff's determination to the
Panel, the Company's securities would not be immediately eligible
to trade on the OTC Bulletin Board or in the "Pink Sheets."  The
securities may become eligible if a market maker makes application
to register in and quote the security in accordance with SEC Rule
15c2-11, and such application is cleared.  Only a market maker,
not the Company, may file a Form 211.  Pursuant to FINRA
Marketplace Rules 6530 and 6540, a Form 211 cannot be cleared if
the issuer is not current in its filing obligations.  The Company
filings are current.

                           About Lantronix

Lantronix, Inc. -- http://www.lantronix.com/-- designs, develops
and markets devices that make it possible to access, manage,
control and configure electronic products over the Internet or
other networks.  The Company's solutions include fully integrated
hardware and software devices, as well as software tools, to
develop related customer applications.  Its technology is used to
provide networking capabilities to products, such as building
heating ventilation and air conditioning systems, elevators,
process control equipment, vending machines, thermostats, security
cameras, radio frequency identification readers, bar code
scanners, scales, temperature sensors, blood analyzers,
turnstiles, card readers, point of sale terminals, audio-visual
projectors, time clocks, and any product that has some form of
electronic control capability.  It sells its products through a
global network of distributors, resellers and manufacturer
representatives, systems integrators, value-added resellers and
original equipment manufacturers.


LAKE AT LAS VEGAS: Creditors Want Greenberg Disqualified from Case
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lake at Las Vegas
Joint Venture LLC is asking the Bankruptcy Court to prevent
Greenberg Traurig LLP from serving as counsel for another creditor
in the bankruptcy case of Lake Las Vegas.

The Creditors Committee hired Greenberg in July this year to sue
Credit Suisse, alleging that that the $622 million loan it made to
the Debtor prepetition 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.  The Committee, however,
replaced Diamond McCarthy following the filing of the suit, after
Greenberg said that it has a conflict of interest.

According to Bloomberg's Bill Rochelle, the Committee's motion to
disqualify Greenberg results from the firm's appearance in the
case on Oct. 2 representing a creditor in objecting to the
proposed disclosure statement.  In the motion to disqualify
Greenberg from representing the creditor, the Creditors Committee
contends that being opposed to the committee-supported disclosure
statement is "extremely sensitive in terms of the public
perception of the committee."

The lawsuit filed by the Creditors Committee against the Credit
Suisse-led lenders 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.

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.

                      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 LEAS VEGAS: Credit Suisse Release Needs Explanation
-----------------------------------------------------------
U.S. Bankruptcy Judge Linda B. Riegle said Lake at Las Vegas
Holdings LLC needs to explain the release from lawsuits against
Credit Suisse Group provided for in the Debtor's proposed Chapter
11 plan, Bloomberg News reported.  Judge Riegel began hearing on
the disclosure statement explaining the Plan on Oct. 15.

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.

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.   The Plan, if
confirmed, resolves the lawsuit.

The disclosure statement explaining the Chapter 11 plan doesn't
contain enough information about the Credit Suisse loan, Judge
Riegle said.  "It is one of the most incomprehensible documents I
have ever seen," Judge Riegle told attorneys for Lake Las Vegas.

                       The Chapter 11 Plan

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 prepetition 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.


LEAR CORP: Moody's Assigns Prospective 'B2' Rating Upon Exit
------------------------------------------------------------
Moody's Investors Service assigned prospective ratings to
reorganized Lear Corporation's exit financing -- Corporate Family
Rating, (P)B2; Probability of Default, (P)B2; senior secured first
lien term loan, (P)Ba2; senior secured second lien term loan,
(P)Ba3.  Approximately $200 million of the first lien term loan
will be drawn upon the company's emergence from Chapter 11, the
remainder is expected to be drawn within 35 days of emergence.
Because the final order approving the plan of reorganization will
not occur until on or about the November 5, 2009 expected
emergence date, Prospective ratings have been assigned.  If the
company emerges as outlined in the existing Plan of Reorganization
the ratings will be affirmed.  Moody's will monitor any changes in
the Plan of Reorganization that could affect the ratings at the
time of emergence.  The rating outlook is stable.

The proceeds of the first lien term loan will be used to repay
Lear's debtor-in-possession facility.  The second lien term loan
along with preferred and common equity in the reorganized Lear
will be provided as consideration to the lenders under the pre-
petition senior secured credit agreement.  The ratings assume a
cash balance upon emergence of approximately $1 billion, but
recognizes that Lear will not have any committed revolving
facility available.

The (P)B2 Corporate Family Rating reflects the significant debt
reduction expected in reorganized Lear's capital structure
following emergence from Chapter 11.  Lear is expected to
eliminate about $3.0 billion of funded debt as a result of the
reorganization process which will reduce debt service requirements
going forward.  Lear has maintained its major market share
position in the seating business through the reorganization
process and improvements in North American automotive production
(approximately 28% of sales for 2008) over the near-term should
support the company's operations.  However, European automotive
production (approximately 49% of sales for 2008) is expected to
continue to decline as government-sponsored vehicle scrappage
programs, which had been stimulating new vehicle demand, expire.
Lear will need to continue to implement restructuring actions
following emergence from Chapter 11 in order to continue to adjust
the company's manufacturing footprint to anticipated demand.  The
approximate $1 billion of cash liquidity expected upon emergence
should serve to cushion the potential volatility in the company's
end markets and preserve the company's operating flexibility.
However, a material recovery in the company's credit metrics is
not expected until 2011 which would require ongoing improvement in
global automotive industry conditions.

The stable outlook considers Moody's expectation that the
company's continuing restructuring actions and regional
improvements in automotive production should support the assigned
rating over the intermediate-term.  Lear's EBIT/interest coverage
(including Moody's standard adjustments) is projected to
approximate 0.1x (including restructurings expenses) for 2010.
Moody's has included restructuring expenses in its analysis as
they are expected to continue over several years following the
company's emergence from bankruptcy.  Moody's notes that
EBIT/Interest coverage would approximate 1.5x after eliminating
restructuring charges.

With about $1 billion of cash on hand upon emergence, Lear is
expected to have an adequate liquidity profile over the coming
twelve months as reflected in the SGL-3 Speculative Grade
Liquidity rating.  The large cash balance of approximately
$1 billion is expected to mitigate the credit risks posed by
negative cash flow generation, inclusive of restructuring actions,
over the near term.  There are nominal amortization requirements
under exit credit facilities.  The lack of a sizeable multiyear
revolving credit facility is a significant detractor to the
liquidity rating.  At 7/4/09 there were $74 million of letters of
credit outstanding, a portion of which may need to be
collateralized with cash on hand over the near-term.  Covenant
levels under the term loan should provide sufficient flexibility
over the next twelve months.  Alternate liquidity is limited as
essentially all of the company's assets secure the credit
facilities.

These ratings were assigned:

Lear Corporation (Reorganized)

* Corporate Family Rating, (P)B2;
* Probability of Default, (P)B2;
* (P)Ba2 (LGD1, 7%), for the first lien term loan exit facility;
* (P)Ba3 (LGD2, 25%), for the second lien term loan exit facility;
* Speculative Grade Liquidity Rating, SGL-3

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had net sales of $13.6 billion in
2008 and had approximately 80,000 employees in 36 countries.


LEAR CORP: ASM Capital Buys $20,000 in Claims
---------------------------------------------
In separate filings from October 7, 2009, through October 9, 2009,
four creditors of Lear Corp. notified the Court that they intend
to transfer each of their claims filed against the Debtors
to:
                                                         Claim
Transferor                      Transferor              Amount
----------                      ----------              ------
Texpak Inc.                     ASM Capital, L.P.       $2,910
TMI Compressed Air Systems      ASM Capital, L.P.        3,537
Lea & Sachs Inc.                ASM Capital, L.P.        7,638
First Access Material Handling  ASM Capital, L.P.        6,333

                         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: Chapter 11 Plan Supplement Filed
-------------------------------------------
According to BankruptcyData, Lear filed with the U.S. Bankruptcy
Court a Chapter 11 Plan Supplement containing the form of the exit
financing, net term loans, and DIP facility warrant agreements,
among other things.

The Debtors' existing postpetition financing facility provides for
an aggregate amount of $500,000,000, consisting entirely of new
money loans, and allows for the rollover of those loans into an
exit facility.  If this option were exercised, the Debtors would
be obligated to pay the DIP/Exit Lenders a 1.0% exit fee on the
principal amount of loans converted to exit loans -- or up to $ 5
million -- and an exit facility commitment fee, payable in cash or
warrants, of 5% of the amount of the Exit Facility -- or as much
as $25,000,000. In addition, loans outstanding under the rollover
Exit Facility would bear an interest at an annual rate equal to
the eurodollar rate plus 10%, with a 3.5% eurodollar rate floor.

The Debtors are scheduled to present their reorganization plan at
the confirmation hearing scheduled to begin November 5.  The
Official Committee of Unsecured Creditors is supporting the Plan,
noting that the Plan proposes to (i) pay trade claims in full,
(ii) provide a meaningful recovery for other unsecured creditors
(especially compared to the treatment in many other automotive
chapter 11 cases), and (iii) assume and honor pension obligations,
domestic collective bargaining agreements, and retiree benefits
without modification.

A full-text copy of the latest version of the Disclosure Statement
is available at http://bankrupt.com/misc/Lear_Sep18DS.pdf

                          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 Awards $103.7MM in Fees for February to May
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the applications for interim payment of fees and
reimbursement of expenses of 18 professionals for the period
February 1 to May 31, 2009:

                                             Fees     Expenses
                                          Awarded      Awarded
                                          -------      -------
Jones Day                              $3,707,815     $130,667
Lazard Freres & Co. LLC                $6,596,100      $26,311
McKenna Long & Aldridge LLP            $1,311,087     $148,190
Milbank, Tweed, Hadley & McCloy LLP   $15,146,569   $1,019,755
Pachulski Stang Ziehl & Jones LLP        $170,818       $6,538
Quinn Emanuel Urquhart
  Oliver & Hedges, LLP                   $738,522      $28,105
Reilly Pozner LLP                        $403,022      $74,900
Simpson Thacher & Bartlett LLP           $144,965       $7,117
Weil, Gotshal & Manges LLP            $40,705,049   $1,234,784
Bingham McCutchen LLP                  $2,671,175     $171,035
Bortstein Legal LLC                    $1,303,322           $0
Curtis, Mallet-Prevost, Colt
  & Mosle LLP                          $3,807,119     $164,682
Duff & Phelps LLC                      $8,491,381     $149,258
Ernst &  Young LLP                       $614,677           $0
FTI Consulting, Inc.                   $6,021,010     $231,882
Houlihan Lokey Howard &
  Zukin Capital, Inc.                  $1,578,000      $99,266
Huron Consulting Group                   $546,007     $115,259
Jenner & Block LLP                     $9,717,607     $429,093

Fees Awarded reflect 90% of Fees Requested.  The remaining 10% of
Fees Requested remains subject to "holdback" and further award by
the Court.

A list of the professionals and the fees approved for payment by
the Court is available without charge at:

      http://bankrupt.com/misc/LehmanFeesProfessionals1.pdf
      http://bankrupt.com/misc/LehmanFeeProfessionals2.pdf

The Court held that the holdback for the application period will
be reduced and a 10% holdback will remain in place pending
further order.

The Court directed the Fee Committee to negotiate and resolve any
remaining fee and expense issues identified in an individual
summary sheet provided to each professional as to the first
interim and second interim applications, in time to present to
the Court on or before December 16, 2009, a supplemental report
regarding those applications.

                       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 $639 billion in assets and $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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Gets Nod for Settlement with Eves Entities
-----------------------------------------------------------
Lehman Brothers Holdings Inc. obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York of an
agreement it inked with Lehman ALI Inc., Robert Eves, and other
parties.

Beginning in 2005, certain non-debtor affiliates of Lehman
Brothers Holdings, Inc., formed 21 joint venture companies with
various entities owned or controlled by Robert Eves, founder and
president of Venture Corporation, a California-based real estate
development corporation.  The joint ventures were formed to
develop a variety of real estate projects located throughout the
United States.

Each Lehman non-debtor affiliate holds approximately 85% to 90%
of the equity interests in each of the joint venture while those
entities owned or controlled by Mr. Eves hold the remaining
equity.  Notwithstanding the split of the equity interests, the
Lehman non-debtor entities and Mr. Eves' entities have equal
voting rights with respect to key decisions for the management,
operation and business of the joint ventures.

Both LBHI and Lehman ALI Inc., a non-debtor subsidiary, made
senior secured financing to the joint ventures.  LBHI has
provided loans to five of the joint ventures while Lehman ALI
provided loans to 11 other joint ventures.  Lehman ALI also
provided a senior secured personal loan to Mr. Eves in the sum of
$1,363,649.

Neither LBHI nor Lehman ALI holds an ownership interest in the
loans made to two other joint ventures, LB/VPC NEV-Centennial
Hills LLC and LB/VCC Otay Mesa LLC, as those loans were sold to
Lehman Re Ltd.  Meanwhile, three other joint ventures, LB/VCC
Dublin LLC, LB/VCC Lancaster LLC and LB/VCC Antioch LLC have
completely paid off their loans.

Each of the loans is secured by, among other things, a first lien
mortgage interest in the properties held by the borrowers.  Three
of the loans provided by LBHI are secured by properties, which
include condominium projects with condominium units for sale,
while the two other LBHI loans are secured by vacant land.  In
connection with the financing, Mr. Eves and the entities he owned
or controlled executed guaranties and indemnity agreements.

In 2008, the borrowers allegedly failed to make payments due to
lack of liquidity, which constitute events of default under the
loan agreements.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says commencing foreclosure in various jurisdictions on
each property would entail significant cost and delay.  She adds
that foreclosure proceedings would also result in the destruction
of the value of the Lehman non-debtor affiliates, which are
assets of LBHI's estate.  "LBHI and [Lehman ALI] believe their
ability to collect payment on account of the guaranties from the
guarantors is uncertain, and attempts at collection would also be
difficult, time-consuming, and costly," Ms. Marcus tells the
Court.

The salient terms of the settlement are:

  * Five entities owned or controlled by Mr. Eves will assign
    to LBHI or its designee their interests in the joint
    ventures that availed of senior secured loans from LBHI.

  * Eleven entities owned or controlled by Mr. Eves will assign
    to Lehman ALI or its designee their interests in the joint
    ventures that availed of senior secured loans from Lehman
    ALI.

  * Three entities owned or controlled by Mr. Eves will assign
    their interests to a Lehman non-debtor affiliate or its
    designee in LB/VCC Dublin, LB/VCC Lancaster and LB/VCC
    Antioch.

  * Lehman non-debtor affiliates will assign their interests in
    LB/VPC NEV-Centennial and LB/VCC Otay to designees of the
    entities owned or controlled by Mr. Eves.

  * LBHI and Lehman ALI will provide a covenant not to sue the
    guarantors with respect to their obligations under the
    guaranties but only with respect to events occurring from
    and after the closing of the transactions contemplated by
    the settlement.

  * Lehman ALI will provide a covenant not to sue Mr. Eves with
    respect to the documents executed in connection with his
    loan, subject to Mr. Eves's satisfaction of certain
    conditions.

  * The entities owned or controlled by Mr. Eves will release
    LBHI, Lehman ALI and their non-debtor affiliates from any
    claims related to the joint ventures, the loans or the
    properties.

  * The borrowers, LB/VCC Dublin, LB/VCC Lancaster and LB/VCC
    Antioch, will enter into a management agreement with an
    entity controlled by Mr. Eves, which will manage the
    properties they owned.

A full-text copy of the settlement agreement is available without
charge at:

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

                       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 $639 billion in assets and $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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Wants to Probe First Data on Swaps
--------------------------------------------------------
Lehman Brothers Special Financing, Inc., in separate motions,
seeks permission from the U.S. Bankruptcy Court for the Southern
District of New York to investigate First Data Corporation and
Dollar General Corporation.

LBSF wants the First Data and Dollar General investigated in
connection with the termination of their swap transactions under
their agreements know as ISDA Master Agreements.  First Data and
Dollar General terminated the transactions following the
bankruptcy filing of LBSF.

In court papers, LBSF questions the amounts which First Data and
Dollar General said are payable to LBSF as part of the
termination of the transactions.  LBSF also complains that the
companies did not provide complete and sufficient information on
how they determined the amounts, leaving LBSF in doubt if their
valuation was proper or not.

First Data determined that it owes LBSF about $14.3 million while
Dollar General determined that it owes about $7.6 million.

As part of the investigation, LBSF demands the companies to
produce a set of documents and designate a person to be
questioned under oath regarding the valuation.

In a separate court filing, LBSF also seeks an order directing
Veyance Technologies Inc. to produce a set of documents and
designate a person to be examined under oath to shed light on the
issue of whether or not there is an existing swap agreement
between the companies.

LBSF claims that it negotiated the terms of an interest rate swap
transaction with Veyance in May 16, 2008, which was reflected in
its books and records.  Veyance, on the other hand, claims that
no formal agreement was ever reached with LBSF on the terms of
the transaction, the reason why it did not countersign a
confirmation documenting the transaction, which was sent to the
company by LBSF six days after the alleged negotiation.

"LBSF believes that the transaction is worth several million
dollars to the estate," says Richard Slack, Esq., at Weil Gotshal
& Manges LLP, in New York.

"Discovery is appropriate as to whether a binding contract exists
between LBSF and Veyance so that LBSF can take appropriate steps,
if necessary, to enforce its rights under the contract and obtain
its bargained for benefits," Mr. Slack says.

Mr. Slack will present a motion to Judge James Peck on
October 22, 2009, for approval.  If an objection is filed on or
before that date, a hearing will be held on November 18, 2009.

        First Data Wants Proposed Investigation Denied

First Data complains that it was not given enough time to object
to LBSF's proposed investigation.

"The motion does not provide any basis whatsoever for denying
First Data a reasonable time in which to object and respond to
the discovery requests," says the company's attorney, Lee
Attanasio, Esq., at Sidley Austin LLP, in New York.

"[The motion] is an obvious attempt to circumvent First Data's
right to reasonable notice and the opportunity to object to
unreasonable requests," she says.

Ms. Attanasio points out that even if the Court authorizes the
proposed investigation, LBSF is entitled to serve a subpoena to
which First Data is allowed to object in terms of scope, assert
any available privileges and quash if LBSF does not provide
reasonable time for First Data to comply.  She adds that LBSF is
seeking an investigation "without service of a subpoena and
without the due process protections afforded in connection with
responding to a subpoena."

The attorney further says that LBSF already holds most of the
information it wants to obtain which makes the investigation
unreasonable.  "First Data already has produced documents bearing
on this matter, both voluntarily and at [LBSF's] request," Ms.
Attanasio says.

First Data's argument, however, was opposed by LBSF's attorney
who says the argument is without merit.  "There is no reason why
First Data should not raise its objections to specific requests
now while this matter is before the Court, rather than later,
after the Court has entered an order," Mr. Slack says.

                       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 $639 billion in assets and $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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LCPI Gets Nod for Plan in SunCal Cos. Cases
------------------------------------------------------------
Lehman Commercial Paper Inc. obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to
consummate the transactions contemplated in the Chapter 11 plan it
proposed for the subsidiaries of SCC Acquisitions Inc.

LCPI made the move to increase its prospect for recovery from
SCC's subsidiaries, which availed of more than $2 billion from
LCPI and its affiliates including Lehman ALI Inc., OVC Holdings
LLC and Northlake Holdings LLC.  SCC's subsidiaries are currently
in bankruptcy before the U.S. Bankruptcy Court for the Central
District of California.

LBHI and its affiliates committed to fund continuing costs
necessary to preserve the value of 18 SCC Projects.  The loans
totaled $2.3 billion.  The amounts loaned and to be advanced by
Lehman are all secured by, among other things, first priority
trust deeds on the Projects' real property.

LCPI's attorney, Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, says there is no guarantee that the proposed
plan will be confirmed by the California bankruptcy court.  The
proposed plan, however, will increase the prospect for the Lehman
lenders' recovery of the debts owed by SCC's subsidiaries and
enable a timely resolution of the subsidiaries' bankruptcy cases,
Mr. Waisman says.

Under the proposed plan, LCPI and the other Lehman lenders agreed
to earmark as much as $15 million to settle certain equitable
subordination claims made against them by SCC's subsidiaries on
behalf of their non-Lehman unsecured creditors.  The proposed
plan also grants the Lehman lenders or any other entity, which
either asserts to be or is determined by the California
bankruptcy court to be the owner of any of the loans, the right
to credit bid on certain of the properties securing the
$2 billion loan.

LCPI 's disclosure statement detailing its proposed plan for SCC's
subsidiaries, is set to be heard on October 15, 2009, before the
California bankruptcy court.

Full-text copies of LCPI's proposed chapter 11 plan and the
disclosure statement for SCC's subsidiaries is available without
charge at:

  http://bankrupt.com/misc/LehmanPlanSCC.pdf
  http://bankrupt.com/misc/LehmanDisclosureStatementSCC.pdf

                        About Palmdale Hills

SunCal Companies is a California developer. Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects. The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California. LBHI
stopped funding after it filed for bankruptcy in September 15,
2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the Central District of
California on Nov. 6, 2008 (Case No. 08-17206).

In its petition, Palmdale estimated assets and debts of between
$100,000,001 to $500,000,000. Paul J. Couchot, Esq., at Winthrop
Couchot PC, represents the Debtors in their restructuring effort.

                       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 $639 billion in assets and $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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Metavante Wants Order Keeping Swap Deal Revisited
------------------------------------------------------------------
Metavante Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to amend a prior order that
directed the company to honor its agreement with Lehman Brothers
Special Financing Inc.

The Court, on September 17, 2009, issued an order approving the
motion of LBSF and its affiliated debtors to compel Metavante to
observe the terms of their interest rate swap agreement until
LBSF assumes or rejects the agreement.  The Debtors filed the
motion after Metavante allegedly refused to make payments as
required under the deal.

Metavante wants the Court to amend the order to clarify what are
the Debtors' future obligations to the company and the precise
amount that Metavante owes as default interest.

Metavante's attorney, Bruce Arnold, Esq., at Whyte Hirschboeck
Dudek S.C., in Milwaukee, Wisconsin, says the court order does
not specify the assurances the Debtors are required to provide to
Metavante as protection in case interest rates change in favor of
the company.

"Metavante has absolutely no assurance that the Debtors will not
simply delay the decision to assume or reject until the moment
that interest rates become unfavorable to them," Mr. Arnold says.

According to Mr. Arnold, the only way for the Court to protect
Metavante's interests is to order that the payments due be held
in an interest-bearing escrow account, which the company and the
Debtors can use to net out any payments due after the Debtors
have made their decision.

Mr. Arnold also mentions the absence of testimony or evidentiary
record that would support the Debtors' calculation of the default
interest owed, which he describes as "purely speculative."
Metavante allegedly owes $359,215 as of May 29, 2009, according
to the Debtors' prior court filing.

In a separate filing, Metavante also asks the Court to issue a
ruling "staying the effect" of its prior order.  The move came
after it received a letter from LBSF on October 5, 2009,
demanding immediate payment of $11,085,554, plus default interest
in the sum of $662,915.

The Court will hold a hearing on November 18, 2009, to consider
approval of the requests.

                         Debtors Object

In a letter to the Court, Richard Slack, Esq., at Weil Gotshal &
Manges LLP, in New York, argues that there is no law that
requires LBSF to provide "adequate assurance of future
performance" on a contract that has not been assumed.

"By demanding that LBSF provide adequate assurance of future
performance of its executory contractual commitments as a
precondition to Metavante's performance, Metavante essentially
seeks to enforce the terms of the agreement against LBSF," Mr.
Slack says.  "Not only is that contrary to the Court's decision
but it also would effectively strip LBSF of its right to assume
or reject the agreement," he says.

Mr. Slack also argues that the issue about the default interest
should have been raised as an objection to LBSF's prior motion.
"LBSF had presented to Metavante a default interest rate, had
used that rate to calculate the amount in its papers and this
rate went unchallenged," he points out.

According to Mr. Slack, Metavante's request to stay the effect of
the Court's prior order should also be denied.  "Metavante must
demonstrate a cognizable harm that it would suffer if its motion
for a stay is denied.  Metavante's bald assertions that the
payment of money will cause it irreparable harm do not suffice,"
he further says.

                       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 $639 billion in assets and $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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Parties Back, Oppose Barclays "Windfall" Charges
-----------------------------------------------------------------
The Bank of New York Mellon Trust Company N.A. asks the U.S.
Bankruptcy Court for the Southern District of New York to revisit
a ruling at the end of September last year later approving the
sale of Lehman Brothers Holdings Inc.'s North American broker-
dealer business to Barclays Capital Inc.

The move by LBHI, which is now being led by Alvarez & Marsal, came
following the results of LBHI's investigation into the sale,
showing that the deal that closed differed from the one approved
by the Court and allegedly gave the U.K. bank "immediate and
enormous windfall profit" in the sum of $8.2 billion.

LBHI clarified in its motion under Rule 60(b) of the Federal Rules
of Civil Procedure that it is not necessary to undo the sale and
said the Court only needs require Barclays to return to the
Sellers' estates the value it took in excess of what LBHI and
Lehman Brothers Inc. were entitled to convey based on the record
before the Court.

James W. Giddens, trustee for the Liquidation of Lehman Brothers
Inc. under the Securities Investor Protection Act, filed its own
Civil Rule 60(b) motion in the SIPA proceedings, alleging that the
transfer of additional assets to Barclays in accordance with the
Sept. 19, 2008 order by the Bankruptcy Court would create an
unfair windfall for Barclays at the expense of public customers.

Barclays purchased substantially all of Lehman's North American
broker-dealer assets in a sale transaction negotiated, approved
and executed within the span of a few days immediately following
LBHI's filing for bankruptcy.

BNY Mellon also believes that "excess assets appear to have been
transferred to Barclays in error."  BNY Mellon asserts that in
case the assets of LBHI's unit, Lehman Brothers Commodity
Services Inc., had also been transferred to the U.K. bank, "it is
essential to preserve claims against Barclays arising from such
wrongful transfer."  BNY Mellon, which serves as trustee for
holders of public municipal bonds, asserts claims of more than
$700 million against LBCS and LBHI to repay the bonds.  About
$682 million of the proceeds from the bonds were reportedly
transferred to LBCS, according to BNY Mellon.

The Official Committee of Unsecured Creditors has filed its own
motion to have Barclays return proceeds from the alleged windfall.

The proposed revision of the sale order also drew support from
Evergreen Solar Inc., which argues that no sufficient information
was provided about the nature of the sale that was completed, and
that the deal failed to comport with the level of disclosure and
transparency required in connection with bankruptcy sales.

Evergreen Solar demands a full accounting and reconciliation of
the assets acquired by Barclays to allow the creditors to know
which assets were transferred to the U.K. bank and pursuant to
what documents.  Evergreen Solar filed a lawsuit last year against
LBHI and Barclays to recover 30.9 million shares of common stock
it loaned to LBHI's European unit under a share lending agreement.
Some of the loaned shares were allegedly sold to Barclays by
Lehman Brothers Inc., which serves as agent under the agreement,
although it was not authorized to do so, according to Evergreen
Solar.

Not all parties are supporting LBHI's request to have the sale to
Barclays reexamined.  The proposed revision of the sale order drew
flak from HWA 555 Owners, LLC and SunGard Assent LLC and its
affiliates.

In court papers, HWA 555 asks the Court to prohibit LBI's trustee,
who also called for the proposed revision, to circumvent the
provisions of the sale order it finds unfavorable including the
assumption of LBI's lease with HWA 555.

"To allow such would set a harmful precedent for all parties with
respect to the finality of sale orders and the transactions
approved therein," HWA 555 says.

SunGard Assent and its affiliates, meanwhile, say they object the
proposed revision to the extent it would affect the assumption,
assignment or rejection of their contracts with LBHI and LBI as
well as their business relationship with Barclays.

"It would be contrary to law and would be extremely prejudicial
to the SunGard entities' business expectations if they are
required to unwind these transactions," SunGard, et al. say in
court papers.

"It is impossible to unwind the relationships between the SunGard
entities and Barclays as many of the services provided by the
SunGard entities include the utilization and handling of
sensitive data to which the parties may make competing claims if
the sale is unwound," SunGard, et al. further say.

Evergreen, HWA 555 and SunGard Assent filed similar statements in
the liquidation proceeding of LBI, which are set to be heard on
October 15, 2009.

                       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 $639 billion in assets and $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 US$2
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEXICON UNITED: ATN Unit Has Collection Services Deal with Ativos
-----------------------------------------------------------------
Lexicon United Incorporated said its subsidiary, ATN Capital e
Participacoes Ltd., a Brazilian company which specializes in debt
recovery, has reached an agreement with Ativos S/A Securitizadora
to provide collection services relative to a new portfolio with a
face value of over 671 million Brazilian Reais (approximately
$372 million) of distressed debt assets of Banco do Brasil SA.

"This agreement is evidence of our powerful alliances with major
Brazilian financial institutions.  Depending on our performance,
we would expect to be retained to provide additional collection
services for this customer", said Elie Saltoun, Lexicon's
President.

At the same time, ATN has improved its capabilities to handle up
to a 50% higher collection volume generated from its customer
base.

                       About Lexicon United

Based in Austin, Texas, Lexicon United Incorporated (OTC
BB:LXUN.OB) -- http://www.atncapital.com.br/-- is a financial
services holding company specializing in collections and credit
recovery.  ATN, a subsidiary of the Company, is engaged in the
business of managing and servicing accounts receivables for large
financial institutions in Brazil and acquiring portfolios of debt
assets for its own account.  Revenues are primarily derived from
collections related to distressed debt assets.

Lexicon's balance sheet at June 30, 2009, showed total assets of
$3,098,595 and total liabilities of $4,107,598, resulting in a
stockholders' deficit of $1,009,003.

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that it has an
accumulated deficit of $3,279,266 and negative working capital of
$3,175,147 at June 30, 2009.  The management's plans include
raising adequate capital through the equity markets to fund future
operations and generating of revenue through its businesses.
Failure to raise adequate capital and generate adequate sales
revenues could result in the Company having to curtail or cease
operations.  Additionally, even if the Company does raise
sufficient capital to support its operating expenses and generate
adequate revenues, there can be no assurances that the revenue
will be sufficient to enable it to develop business to a level
where it will generate profits and cash flows from operations.


LYONDELL CHEMICAL: Gets Maturity Extension of DIP Loans
-------------------------------------------------------
According to Tiffany Kary at Bloomberg News, Lyondell Chemical Co.
changed the terms of its $8 billion bankruptcy financing to extend
a Dec. 15 maturity deadline to Feb. 3 and give it more time to win
court approval of a reorganization plan.  Creditors should vote on
the proposed change by Oct. 22, Lyondell said in court papers
requesting the amendment.  Lyondell also wants to extend a
deadline to win confirmation of a bankruptcy plan to Jan. 20.

Absent the amendments, Lyondell would have defaulted on the loan.
The original terms of the loan required approval of the
explanatory disclosure statement by October 15.  But a lawsuit by
unsecured creditors against lenders is delaying the case.

Noteholders led by the Bank of New York Mellon and Bank of New
York Mellon Trust Company, as indenture trustees, have asked the
Bankruptcy Court to compel Lyondell Chemical Co. to refinance the
secured lending package.

The Official Committee Creditors Committee formed in the case also
earlier pushed for an examiner, asserts that Lyondell needs an
independent examiner because Len Blavatnik, chairman of Access
Industries Holding LLC, and the lenders that financed the
leveraged buyout in 2007 are unfairly influencing the case.  The
examiner, according to the panel, should probe why the Company
wouldn't refinance its $8 billion bankruptcy loan, and how Mr.
Blavatnik and lenders who worked with him in 2005 will also fund a
rights offering that includes a "forced settlement" of the
creditors' lawsuit against them.

The Creditors Committee 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 suit is in trial.

                       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: Gets Nod to Tap Miller & Chevalier as Counsel
----------------------------------------------------------------
Lyondell Chemical Co. and its affiliates obtained the Court's
authority to employ Miller & Chevalier Chartered as their special
counsel, nunc pro tunc to January 6, 2009.

The Debtors relate that since their retention of Miller &
Chevalier as ordinary course professional, they have determined
that their need of Miller & Chevalier's specialized services is
more substantial than that provided for in the OCP Order.

As the Debtors' special counsel, Miller & Chevalier will provide:

  a. advice to the Debtors on Federal income tax matters,
     including both the implications of the Debtors' bankruptcy
     and reorganization planning and more general federal income
     tax planning and compliance;

  b. advice to the Debtors with respect to tax accounting
     methods, including the last-in-first-out accounting method
     and the implications on that method of the Debtors'
     bankruptcy and reorganization;

  c. advice to the Debtors on employee benefits and pension
     issues;

  d. advice to and representation of the Debtors with respect
     to Federal legislative and regulatory matters, including
     advising and lobbying on tax, energy, customs, and
     climate-change issues;

  e. advice to the Debtors with respect to federal audit
     matters;

  f. advice to the Debtors with respect to federal customs
     and duty matters; and

  g. advice to the Debtors with respect to federal excise tax
     matters.

The Debtors will pay Miller & Chevalier's professionals according
their customary hourly rates:

    Title                    Rate per Hour
    -----                    -------------
    Members                  $575 to $825
    Associate/Counsel        $250 to $450
    Legal Assistants          $165 to $225

The Debtors will reimburse Miller & Chevalier for expenses
incurred.

The Debtors disclose that they owed Miller & Chevalier $155,691
for prepetition services and expenses.

Mary Lou Soller, Esq., a member at Miller & Chevalier, assures
the Court that her firm does not represent any parties-in-
interest in connection with the Debtors or their Chapter 11
cases.  She adds that Miller & Chevalier is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

                      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: Proposes Entry Into Enterprise Products Pact
---------------------------------------------------------------
Lyondell Chemical Co. and its units sought and obtained the
Court's approval of an agreement among Debtors Lyondell Chemical
Company, Equistar Chemicals, L.P., and Basell USA Inc., and
Enterprise Products Operating LLC.

The Debtors and Enterprise Products are parties to certain
contracts, spot agreements and leases wherein they engage in the
production, purchase, sale, exchange and transportation of
various petrochemical products, including natural gas liquid,
polymer grade propylene, refinery grade propylene, butane and
isobutane.  Enterprise Products and Basell USA each owns an
undivided 50% interest in a propane-propylene splitter and
appurtenant facilities and fixtures used for the separation of
polymer grade propylene from mixed propane-propylene streams,
along with certain real property in Chambers County, Texas.

To restructure the contractual relationship between the Debtors
and Enterprise Products and resolve certain claims extant among
them, the Debtors and Enterprise Products entered into the
Agreement, the salient terms of which are:

* Equistar will reject a Condensate Contract with Enterprise
   Products under Section 365 of the Bankruptcy Code, effective
   as of September 1, 2009.  Equistar and Enterprise Product
   will have no further obligation to perform under the Equistar
   Condensate Contract after September 1, 2009.  Enterprise
   Products will be allowed a general unsecured claim against
   Equistar for $300,000 for rejection damages under the
   Equistar Condensate Contract.

* Lyondell will assume these agreements with Enterprise
   Products: an ISO Processing Agreement, Butane Sales
   Agreement, and Lyondell Propane Purchase Agreement.  Basell
   USA will assume these agreements with Enterprise Products:
   Propylene Sales Agreement, as amended; Facility and Pipeline
   Agreement, as amended, which will reflect the sale to
   Enterprise Products of Basell USA's 50% undivided interest in
   the Assets, pursuant to an Asset Purchase Agreement; Lake
   Charles Pipeline Eastern Segment Expansion Agreement; Lake
   Charles Pipeline West Lease Agreement, as amended; Propane
   Sale Agreement; and RGP Rail Purchase Agreement.  Equistar
   will assume these agreements with Enterprise Products: PGP
   Term Sale Agreement; RGP Exchange Agreement; RGP Processing
   Agreement; and Isobutane Sales Agreement.  In full and final
   satisfaction of all requirements under Section 365 of the
   Bankruptcy Code necessary for assumption of the Assumed
   Agreements, (i) Lyondell will pay Enterprise Products
   $3,102,917, and (ii) Basell USA will pay Enterprise Products
   $2,903,616.

* Enterprise Products will pay $4,717,549 to Equistar in full
   satisfaction of amounts owed by Enterprise Products to
   Equistar under various prepetition agreements.

* Basell USA will sell the Splitter Assets to Enterprise
   Products for $4,200,000 pursuant to the APA.  The sale will
   be free and clear of all liens and encumbrances.

* Enterprise Products and the Debtors have, in connection with
   the overall restructuring of their relationships, entered
   into several new ordinary course postpetition agreements that
   provide for, among other things, (i) the lease by Basell USA
   of Enterprise Products' 50% undivided interest in the eastern
   segment of the Lake Charles Pipeline; (ii) the operation and
   maintenance of that pipeline segment by Enterprise Products
   for and on behalf of Basell USA; (iii) the transport and
   exchange of PGP by Enterprise Products on behalf of Basell
   USA; and (iv) the sale and delivery of ethane and
   ethane/propane mix by Enterprise Products to Equistar.

* Enterprise Products will extend the Debtors a line of credit
   for $20 million that will cover transactions among the
   Parties under (i) the contracts being assumed; (ii) the new
   ordinary course postpetition agreements that will go into
   effect pursuant to the Agreement; and (iii) certain other
   ordinary course postpetition spot purchase and sale
   agreements the Parties entered into after the Petition Date.
   The Debtors acknowledge that payment obligations arising
   under these agreements for goods and services provided and
   for other actual costs and expenses incurred from and after
   the Petition Date are entitled to priority under Section
   503(b) of the Bankruptcy Code.

* In addition to the mutual releases provided under the
   Agreement, (i) Enterprise Products' Claim 7124 against Basell
   USA for $3,305,913, (ii) Enterprise Products' Claim 7125
   against Lyondell for $3,304,606, (iii) Enterprise Products'
   reclamation claim against Basell USA for $3,084,019, and (iv)
   Enterprise Products' reclamation claim against Equistar for
   $2,510,521 will, subject to satisfaction of the conditions
   set forth in the Agreement, will be deemed disallowed and
   withdrawn, and deemed expunged from the claims register in
   the Debtors' bankruptcy cases without need for any further
   action by the Bankruptcy Court.  Moreover, the Condensate
   Contract Rejection Claim will be allowed as a general
   unsecured claim against Equistar for $3,000,000, which
   will be effectuated by fixing and allowing Claim 7126 against
   the bankruptcy estate of Equistar in the amount of the
   Condensate Contract Rejection Claim.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, noted that through the Agreement, the Debtors
were able to obtain improved contract terms that will benefit
them through advantaged pricing and substantial cost reductions
that have an estimated net present value of $54 million as well
as obtaining an unsecured credit line of $20 million.  More
importantly, by consensually resolving certain claims among the
Parties, the Agreement allows the Debtors to avoiding the costs
and risks of litigation, he said.

                      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: Proposes Pact with Gainesville-Oakwood
---------------------------------------------------------
Lyondell Chemical Co. and its units ask the Court to authorize
Debtor Millennium Holdings, LLC's entry into an agreement with
Gainesville-Oakwood Properties, LLC, Chameleon Solutions, Inc.,
and U.S. Bank National Association.

In May 1993, HM Holdings, Inc., and Allied Paper Incorporated
executed an agreement pertaining to remediation of certain
environmental contamination or pollution located at or emanating
from the properties, including a plant at Gainesville, Georgia.
In connection with the Environmental Agreement, Allied, HMH and
Continental Bank National Association executed a Disbursement
Agreement, whereby certain escrow funds and a Letter of Credit
were transferred to Continental as Disbursement Agent.
Millennium is successor to HMH, Gainesville-Oakwood to Allied and
U.S. Bank to Continental under the Environmental Agreement and
the Disbursement Agreement.  In July 2006, Chameleon became a
party to the Environmental Agreement and the Disbursement
Agreement when it purchased a portion of the Property, which is
not impacted by contamination and is not subject to remediation.

Pursuant to the Environmental Agreement, Millennium submitted a
Corrective Action Plan for remediation of the Property to the
Georgia Department of Natural Resources, Environmental Protection
Division.  Millennium estimated the cost to implement the CAP at
$466,225, with Millennium's share of this cost estimated at
$340,344.  The CAP was conditionally approved in August 2008.
After the Petition Date, Millennium communicated to the parties
to the Environmental Agreement and Disbursement Agreement that it
would not continue to undertake or participate in implementation
of the CAP or other remediation of the Property.

To resolve all of Millennium's future financial obligations to
Gainesville-Oakwood related to the Property, the parties executed
the Agreement under which they agreed that:

* Millennium and Gainesville-Oakwood will be released from any
   and all obligations under the Environmental Agreement with
   respect to the Property; and

* Millennium and Gainesville-Oakwood jointly instructed U.S.
   Bank to (i) draw $400,000 on a JP Morgan letter of credit
   established by Millennium pursuant to the Environmental
   Agreement; and (ii) deposit those funds into one or more
   interest bearing accounts at U.S. Bank to fund Millennium's
   share of implementing the CAP.  Upon termination of the
   Environmental Agreement, any funds remaining from the JP
   Morgan draw proceeds will be delivered to Millennium.

The Debtors assert that by entering into the Agreement,
Millennium will avoid the time and expense of complying with its
obligations under the Environmental Agreement, including
implementation of the CAP and remediation of the Property.

                      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: Racetracks to be Auctioned Again
-----------------------------------------------------
The Bankruptcy Court has approved the procedures for the bidding
an auction for Magna Entertainment Corp.'s Pimlico Race Course,
home to the Preakness Stakes, and Laurel Park race course, in
Maryland.

According to Laurel Leader, the state's lawyers said that Magna
Entertainment's auction proposal breaches state law, as the
Company is "required to give the state notice within 30 days of
receiving any offer that [the Company] wishes to accept and the
state must be given 60 days after it receives the notice to decide
if it wishes to match the offer. . . .  All the bidding procedures
motion does is give the state of Maryland the right to participate
in the auction.  This is not what is contemplated by the statute."

Magna Entertainment has proposed:

   * an auction for the tracks in Pimlico and Laurel Park in
     Maryland on Jan. 8, with bids due November 2, and a sale
     hearing on Jan. 11;

   * a Feb. 25 auction for the tracks Santa Anita and Golden Gate
     Fields in California, and Gulfstream in Florida; with bids
     due Feb. 10 and a sale hearing on Feb. 26

According to court documents, the state of Maryland has 60 days
after the November 2 bidding deadline to file a bid of its own as
part of the "right of first refusal" law that the General Assembly
passed this spring in an effort to keep the Preakness Stakes.

Meanwhile, Gary West at Star-Telegram reports that Magna
Entertainment Corp's Lone Star Park was returned to the auction
block on Wednesday, after its sale to the Chickasaw Nation of
Oklahoma failed.   According to Star-Telegram, Bankruptcy Judge
Mary Walrath approved a request by the Official Committee of
Unsecured Creditors to reopen the auction of the racetrack.  Star-
Telegram relates that Penn National Gaming offered $40 million for
Lone Star's racing assets.  Chickasaw Nation's Global Gaming
Solutions, Star-Telegram states, asked Judge Walrath to approve
its purchase of the Grand Prairie racetrack, but the judge instead
approved the creditors' request for a new auction, which will take
place on October 23.

To comply with a revised bank-lending arrangement providing
another $26 million in financing, Magna's tracks must be sold by
Feb. 26.

Bloomberg relates that Magna already sold several tracks to
generate $157 million to $205 million. The tracks sold include
Remington Park and Thistledown. In addition, the $27 million sale
of Lone Star Park is scheduled for approval at a hearing on
Oct. 14.


                     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.


MCCLATCHY CO: Investors Expect Better Results in Q3
---------------------------------------------------
The Associated Press reports that investors appear convinced that
the worst is over for McClatchy Co., which was scheduled to report
its third-quarter results before the stock market opened Thursday.
The AP relates that advertising sales probably still dropped by a
staggering amount during the summer, but the decline wouldn't be
as steep as the first half of the year when McClatchy's ad revenue
decreased 30% from 2008's levels.  The AP notes that the decline
in ad sales also started to accelerate in the late summer of 2008,
making the year-over-year comparisons a little less daunting.
According to The AP, McClatchy has cut its expenses so it can
subsist on less revenue, reducing its payroll by one-third since
mid-2008, leaving it with just under 9,000 workers at the end of
June.  McClatchy, the report states, also refinanced its debt, and
its next big bond payment isn't due to be paid until 2011.

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, roughly 50 non-
dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, the Charlotte Observer, and The (Raleigh) News & Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto Web site, cars.com, and the rental site,
apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

                           *     *     *

As reported by the Troubled Company Reporter on July 2, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on McClatchy to 'CC' from 'SD' (selective default).  The
rating outlook is negative.  At the same time, S&P raised its
issue-level rating on each of McClatchy's senior unsecured notes
originally issued by Knight Ridder Inc. to 'C' from 'D'.  All
other outstanding ratings on the company were affirmed.

As reported in the TCR on May 25, 2009, Moody's Investors Service
downgraded McClatchy's Probability of Default rating to Caa3 from
Caa1 following the company's announcement that it has commenced a
private offer to exchange up to $1.15 billion of outstanding
senior unsecured and unguaranteed notes and debentures for up to
$60 million in cash and up to $175 million of new 15.75% senior
unsecured guaranteed notes due 2014.  Moody's also downgraded the
existing senior unsecured note ratings to Ca (2011 notes) and C
(2014, 2017, 2027 and 2029 notes), reflecting the expected loss
from the exchange offer and the high near term probability of
default.


NEW JERSEY HEALTH: S&P Downgrades Ratings on Bonds to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
and underlying ratings to 'BB+' from 'BBB-' on New Jersey Health
Care Facilities Financing Authority's bonds, issued for Saint
Barnabas Health Care System N.J.  The outlook was revised to
negative from stable.

At the same time, S&P affirmed the 'AA+/A-1+' rating on the
system's $34.4 million series 2001A bonds based on the application
of joint criteria where the 'AA+' rating is based on both the
ratings on SBHCS and JPMorgan Chase Bank N.A. (AA-/Negative/A-1+),
and the short-term rating is based on the bank's rating alone.
SBHCS also has $68.5 million of auction-rate securities that it
was unable to convert to a fixed rate last fall because of its
financial condition and the overall economic climate.

"The downgrade to a speculative-grade rating is driven largely by
heightened balance-sheet weakness, 2008 earnings that were below
S&P's expectations, and a multiyear trend of unmet expectations,"
said Standard & Poor's credit analyst Cynthia Keller Macdonald.
"While the comprehensive turnaround plan developed by management
and outside consultants has yielded positive operations in fiscal
2009 to date, and management has historically acted quickly and
decisively to improve earnings, the system has nonetheless
struggled from year to year with significant operating challenges
that have changed from one year to the next but are always
present."

"One consequence of these continuous operating challenges has been
a gradual weakening of the balance sheet, and in conjunction with
clarification from management about the sources of unrestricted
liquidity, which is lower than S&P previously thought, S&P no
longer believe that the balance sheet is commensurate with an
investment-grade rating," said Ms. Macdonald.  "We are favorably
impressed with the new chief financial officer and believe he has
already added structure and financial control to the
organization."

For the outlook to return to stable, SBHCS's 2009 and 2010
financial results must be consistent with current-year performance
without any further weakening of the balance sheet.

SBHCS operates six hospitals in New Jersey, seven long-term care
and rehabilitation facilities, an assisted living facility, and
three ambulatory care centers.


MERRILL LYNCH: SEC Broadens Inquiry into BofA Merger
----------------------------------------------------
ABI reports that the Securities and Exchange Commission is
broadening its inquiry into the merger of Bank of America Corp.
and Merrill Lynch & Co. Inc.

In a lawsuit previously filed by the SEC, the agency alleges that
in proxy materials soliciting the votes of shareholders on the
proposed acquisition of Merrill, Bank of America stated that
Merrill had agreed that it would not pay year- end performance
bonuses or other discretionary compensation to its executives
prior to the closing of the merger without Bank of America's
consent.  In fact, Bank of America had already contractually
authorized Merrill to pay up to $5.8 billion in discretionary
bonuses to Merrill executives for 2008.  According to the SEC's
complaint, the disclosures in the proxy statement were rendered
materially false and misleading by the existence of the prior
undisclosed agreement allowing Merrill to pay billions of dollars
in bonuses for 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.


METROMEDIA STEAKHOUSES: Exits Ch. 11, Renamed Homestyle Dining
--------------------------------------------------------------
Metromedia Steakhouses Company, L.P. and certain of its
affiliates, which operate a chain of restaurants under the
Ponderosa(R) Steakhouse and Bonanza(R) Steakhouse brands,
announced that they had emerged from Chapter 11 on October 14,
2009.  MSC and its affiliates previously received confirmation of
their Second Amended Joint Plan of Reorganization from the U.S.
Bankruptcy Court for the District of Delaware.

MSC also had changed its name to "Homestyle Dining LLC" as part of
its successful reorganization around a profitable core of company-
operated restaurants and franchise operations.

"We are quite pleased to have emerged from chapter 11 as a
stronger, more financially stable company," said Bob Hoffman,
President of Homestyle Dining LLC.  "Our management has
streamlined the company's operations and created a strong
foundation upon which to improve our future performance, both
domestically and internationally.  We would especially like to
thank our many loyal employees, guests and vendors, as well as our
Ponderosa and Bonanza franchisees, for all of their unwavering
support in helping us to achieve this exciting milestone.  With
the support of all of our team members and franchisees, we now
look forward to focusing all of our efforts on our core mission of
providing a casual, affordable dining experience with the great
tasting, high quality steaks and buffet foods for which Ponderosa
and Bonanza restaurants are well-known."

Mr. Hoffman continued, "Given the challenging economic conditions
currently facing many of the communities in which we operate, we
strongly believe, now more than ever, that consumers want big
value for the money and that's what our dining experience offers.
We go to great lengths to provide tender, juicy steaks, chicken
and seafood along with an abundant buffet that offer variety and
"freedom of choice," so that there's something for guests of all
ages and walks of life."

                    About Homestyle Dining LLC

Formerly known as Metromedia Steakhouses Company, L.P., Homestyle
Dining LLC, directly and through its affiliates, owns, operates
and franchises family-focused restaurants throughout the United
States and internationally under the Ponderosa Steakhouse and
Bonanza Steakhouse brands. Ponderosa and Bonanza steakhouses serve
up hospitality and value by the plateful! Guests enjoy both a
quality buffet, which features a large variety of "all you can
eat" salads, soups, appetizers, vegetables, breads, hot main
courses and desserts, as well as flame-grilled steaks, chicken and
seafood, all at a very affordable price in a place that is casual
and comfortable.


NEW JERSEY HEALTH: S&P Downgrades Ratings on Bonds to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
and underlying ratings to 'BB+' from 'BBB-' on New Jersey Health
Care Facilities Financing Authority's bonds, issued for Saint
Barnabas Health Care System N.J.  The outlook was revised to
negative from stable.

At the same time, S&P affirmed the 'AA+/A-1+' rating on the
system's $34.4 million series 2001A bonds based on the application
of joint criteria where the 'AA+' rating is based on both the
ratings on SBHCS and JPMorgan Chase Bank N.A. (AA-/Negative/A-1+),
and the short-term rating is based on the bank's rating alone.
SBHCS also has $68.5 million of auction-rate securities that it
was unable to convert to a fixed rate last fall because of its
financial condition and the overall economic climate.

"The downgrade to a speculative-grade rating is driven largely by
heightened balance-sheet weakness, 2008 earnings that were below
S&P's expectations, and a multiyear trend of unmet expectations,"
said Standard & Poor's credit analyst Cynthia Keller Macdonald.
"While the comprehensive turnaround plan developed by management
and outside consultants has yielded positive operations in fiscal
2009 to date, and management has historically acted quickly and
decisively to improve earnings, the system has nonetheless
struggled from year to year with significant operating challenges
that have changed from one year to the next but are always
present."

"One consequence of these continuous operating challenges has been
a gradual weakening of the balance sheet, and in conjunction with
clarification from management about the sources of unrestricted
liquidity, which is lower than S&P previously thought, S&P no
longer believe that the balance sheet is commensurate with an
investment-grade rating," said Ms. Macdonald.  "We are favorably
impressed with the new chief financial officer and believe he has
already added structure and financial control to the
organization."

For the outlook to return to stable, SBHCS's 2009 and 2010
financial results must be consistent with current-year performance
without any further weakening of the balance sheet.

SBHCS operates six hospitals in New Jersey, seven long-term care
and rehabilitation facilities, an assisted living facility, and
three ambulatory care centers.


NOODLE FACTORY CLT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Noodle Factory CLT Homes, LLC
        c/o NCLT
        3122 Shattuck Ave
        Berkeley, CA 94705

Bankruptcy Case No.: 09-49630

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Northern District of California

Judge:  Edward D. Jellen

Debtor's Counsel: Chris D. Kuhner, Esq.
                  Kornfield, Nyberg, Bendes and Kuhner
                  1999 Harrison, St. #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  Email: c.kuhner@kornfieldlaw.com

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

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

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

            http://bankrupt.com/misc/canb09-49630.pdf

The petition was signed by Ian Winters.


NORTEL NETWORKS: Fails to Win Approval for Ciena-Led Auction
------------------------------------------------------------
Joe Schneider at Bloomberg News reports that Nortel Networks Corp.
won court approval for a plan to sell its optical-networking
business at an auction with Ciena Corp. as lead bidder after
making changes to the proposal.

According to the report, Ciena agreed to put up a 5% deposit as
other bidders are required to do.  The Company also will let
courts decide whether it can block the return of rival bidders'
deposits and accepted restrictions on payment of a breakup fee,
said the Company's lawyer, Doug Bacon.

"This meets the requirements of the debtors' best interests," U.S.
Bankruptcy Court Judge Kevin Gross said at the Oct. 15 hearing.
"I am pleased to grant the motion."

Earlier in the day, Nortel Networks failed to win court approval
of the Ciena-led auction.  U.S. Bankruptcy Judge Kevin Gross said
the breakup fee to be paid to Ciena if its purchase of the Nortel
unit were to fall through was "not consistent" with Delaware law.

"Without a successful closing, there is no benefit to the estate,"
Judge Gross said, saying that result wasn't acceptable.  The buyer
shouldn't have a veto on bidders getting their deposits back, he
said.

Ciena(R) has entered into agreements with Nortel to purchase
substantially all of the optical networking and carrier Ethernet
assets of Nortel's Metro Ethernet Networks (MEN) business for
$390 million in cash and 10 million shares of Ciena common stock.
The $520-million deal is subject to higher and better offers at an
auction.

                      About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court OKs Deal with IRS on $3-Bil. Tax Claim
-------------------------------------------------------------
The Bankruptcy Court has approved an interim settlement reached by
Nortel Networks Corp. with the Internal Revenue Service on the
latter's claim for $3 billion in unpaid taxes.  According to Bill
Rochelle at Bloomberg News, under the settlement, Nortel agreed
not to impose any of Nortel's tax liability on Avaya Inc., which
has won an auction to buy Nortel's corporate networks business for
$915 million.  Nortel and the IRS agreed to fight later over the
claim for $3 billion in taxes.

The $3 billion claim consists of $1,804,637,586 in unsecured
priority claim against Nortel Networks Inc. for income taxes for
the tax years 1998 to 2007; accrued interest on the income taxes
as of the Petition Date in the sum of $1,162,748,632; and an
unsecured non-priority claim for penalties to date for
$49,264,612.  The Claim has been recorded in the Debtors' claim
list as Claim No. 1935.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers. Our next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
%'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)


NORTHWESTERN CORP: Montana Upholds $21.4M Award in Pension Case
---------------------------------------------------------------
According to The Associated Press, the Montana Supreme Court has
upheld a $21.4 million judgment against NorthWestern Corp. and
several of its executives, in a case filed by 15 retired Montana
Power Co. executives whose supplemental retirement benefits were
cut off in 2005 without notice.

According to the report, when NorthWestern Corp. of South Dakota
bought the transmission and distribution assets of the Montana
Power Co. in 2002, it also assumed responsibility for supplemental
pensions offered to some employees for taking early retirement.
After Northwestern emerged from bankruptcy 2004, its decided to
stop paying the pensions.  In late January 2005, Northwestern
filed a motion with the bankruptcy court to end the extra
retirement benefits but the bankruptcy judge ruled it did not have
jurisdiction because the company had filed a notice that the
reorganization was completed.

The retirees filed a lawsuit for breach of contract and sought
compensatory and punitive damages.  They argued that NorthWestern
wrongly filed its motion in bankruptcy court as leverage to get
them to accept shares of stock in the newly reorganized
NorthWestern Corp. in place of the retirement benefits. In
November 2005, the company started making the supplemental
retirement payments again, and made back payments and interest,
hoping to negate the lawsuit.

But in February 2007, a District Court jury in Butte awarded the
retirees $17.4 million in compensatory damages and $4 million in
punitive damages for the emotional and financial stress the
retirees suffered.

The utility appealed to the state Supreme Court on eight issues,
including whether the District Court erred by allowing the jury to
consider awarding damages for "emotional distress."

The state Supreme Court, in a 5-2 decision released Wednesday, did
order the District Court to reduce the judgment by the amount of
money paid the retirees since the case was decided in February
2007.

                     About NorthWestern Energy

Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska.  The Debtor filed for Chapter 11
petition on Sept. 14, 2003 (Bankr. D. Del. Case No. 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig LLP, and Jesse
H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, represent the Debtor in its
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtor's notice and claims agent.

NorthWestern filed a plan of reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.  The Court confirmed the Plan on Oct. 8, 2004, and the
Court's order was entered on Oct. 20, 2004.  On Nov. 1, 2004,
NorthWestern's plan of reorganization became effective and the
company emerged from Chapter 11.


NOVA CHEMICALS: Moody's Assigns 'B1' Ratings on Senior Notes
------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Nova Chemicals
Corporation's $350 million 8.375% senior unsecured notes due 2016
and $350 million of 8.625% senior unsecured notes due 2019.
Proceeds from the notes will be used to repay outstanding debt
under its credit facilities, pre-fund C$250 million of unsecured
notes maturing in August 2010 and provide additional liquidity.
The outlook is stable and assumes that NOVA completes the
refinancing of its secured credit facility before the end of 2009.

"We believe that NOVA will have a strong third quarter and
successfully complete its negotiations on a amended credit
facility shortly.  Additionally, IPIC's support will be key to
enabling the company to refinance additional maturities in 2012
and 2013 despite the expectation for an extended trough in the
ethylene and polyethylene markets," stated John Rogers, Senior
Vice President at Moody's.

Moody's also changed the LGD point estimates for all of the
company's senior unsecured notes to 59% from 60%.

The B1 rating on NOVA's unsecured notes is one notch below its Ba3
Corporate Family Rating and reflects their subordinated position
relative to the $325 million senior secured credit facility.  The
notes also benefit from NOVA's status as a Government Related
Issuer (GRI).  The Ba3 CFR reflects a one notch ratings uplift
based on Moody's Joint-Default Analysis for GRIs.  Joint-Default
Analysis factors in a baseline, or standalone, credit assessment
(BCA), and, in the case of NOVA, an assumption of a low level of
support by the government of Abu Dhabi in the event of financial
stress, and a low level of correlation of default risk between
NOVA and the government of Abu Dhabi.

NOVA's BCA of 14 (equivalent to B1) is consistent with NOVA's
limited product and operational diversification, exposure to
volatile petrochemical feedstocks, and its position as the fifth
largest polyethylene producer in North America.  Moody's also
believes that margins for polyethylene are likely to come under
pressure later in 2009 and remain depressed through 2012.
However, Moody's also anticipates that ethylene cash margins will
remain modestly above prior tough levels due to relatively low
natural gas based feedstocks costs in Alberta, which should allow
NOVA to export to Asia through a majority of this downturn.
Moody's noted that NOVA's quarterly performance is likely to
undergo substantial swings in profitability (and losses),
especially during the fall and winter months due to fluctuations
in natural gas costs in 2010 through 2012.

The stable outlook incorporates the expectation that financial
performance in the third quarter will easily exceed its second
quarter performance due to the increase in the differential
between US and Alberta ethane costs.  Additionally, it assumes
that: 1) IPIC will not materially increase NOVA's net debt over
the next year; 2) no meaningful change to NOVA's financial
policies by the new senior management team and; 3) NOVA will
quickly conclude negotiations on a new credit facility that will
significantly reduce the chance of breaching a financial covenant
over the next two years.  NOVA's ratings could be upgraded if the
company is able gain access to an additional $300 million of
liquidity, which would significantly reduce the refinancing risk
associated with its debt maturities in 2012 and 2013.

The company's Speculative Grade Liquidity rating remains at SGL-3
due to the expiration of its $325 million senior secured revolver
on March 31, 2010.  The refinancing of this facility would likely
prompt an upgrade to the SGL rating, despite concern over
$800 million of debt maturities in 2012 and 2013.  This concern is
largely due to the expectation that there will be an extended
trough in ethylene and polyethylene margins over the next three
years as new international capacity additions exceed global demand
growth.  Refinancing a large part of its capital structure in the
trough of the cycle carries greater refinancing risk.

Ratings assigned:

NOVA Chemicals Corporation

* Unsecured notes due 2016 and 2019 at B1, LGD4/59%

Please note that the point estimates for NOVA's other unsecured
notes and debentures have been changed to 59% from 62%.

The last rating action on NOVA was on July 16, 2009, when Moody's
upgraded NOVA's CFR to Ba3 due to the acquisition by IPIC.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene.  NOVA reported
revenues of $6.3 billion for the last twelve months ended June 30,
2009.

IPIC is wholly owned by the Government of the Emirate of Abu
Dhabi.  Its mandate is to invest in the hydrocarbon sector outside
the Emirate of Abu Dhabi and is rated Aa2 by Moody's.


PACIFIC VIEW PLAZA LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Pacific View Plaza, LLC
        16882 Bolsa Chica Stree, Suite 105
        Huntington Beach, CA 92649

Bankruptcy Case No.: 09-21007

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Central District of California

Judge: Theodor Albert

Debtor's Counsel: Raymond H. Aver, Esq.
                  Law Offices of Raymond H. Aver APC
                  12424 Wilshire Blvd, Suite 720
                  Los Angeles, CA 90025
                  Tel: (310) 571-3511
                  Fax: (310) 571-3512
                  Email: ray@averlaw.com

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

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

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

The petition was signed by Michael Younessi.


PCS EDVENTURES: Burlingame Acquires Right to Purchase 2.3MM Shares
------------------------------------------------------------------
PCS Edventures!.com, Inc., entered into a Warrant Amendment
Agreement with Burlingame Equity Investors, LP.  Burlingame is the
holder of the Company's Common Stock Purchase Warrant "B", giving
it the right to purchase up to 2,300,000 shares of the Company's
common stock, effective as of October 8, 2009.

Under the terms of the Agreement, the parties agreed to amend the
B Warrant:

     (a) the expiration date of the B Warrant was extended from
         December 31, 2009, to December 31, 2010, subject to
         the right to further extend the expiration date to
         December 31, 2011, upon mutual written consent of the
         parties;

     (b) the exercise price of the B Warrant was reduced from
         $0.97 per share to $0.68 per share; and

     (c) the average quarterly closing price that triggers the
         Company's right to call the warrants was reduced from
         $1.26 per share of common stock to $1.00 per share.

A full-text copy of the WARRANT AMENDMENT AGREEMENT between PCS
Edventures!.com, and Burlingame Equity Investors, LP, is available
at no charge at http://ResearchArchives.com/t/s?46ee

PCS Edventures!.com also filed Prospectus Supplement No. 7 to
supplement and amend certain information contained in the
Prospectus, dated March 15, 2006.

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

                     About PCS Edventures.com

Based in Boise, Idaho, PCS Edventures.com, Inc. (OTC BB: PCSV.OB)
-- http://www.edventures.com/-- designs, develops, and markets
educational learning labs bundled with related technologies and
programs to the K-12 market worldwide.  The Company's products
include Academy of Engineering, Academy of Electric Engineering,
Academy of Science, Academy of Robotics, Edventures! Lab, and
Discover! Lab, which are site-license installations for classrooms
and learning programs; PCS BrickLab and Young Learner Building Box
for classrooms and learning programs; and Edventures! Online,
which is an Internet delivered educational experience that
supports its Edventures! Labs; and Discover! Labs site licenses,
as well as serves as a stand-alone home usage program.  The
Company markets its products and technologies to the public and
private school classrooms for pre-kindergarten through college,
after school market, and home school market.  It has strategic
alliances with K'Nex Corporation, Science Demo, and GibsonTechEd.
PCS Edventures!.com, formerly known as PCS Education Systems,
Inc., was incorporated in 1994 and changed its name to PCS
Edventures!.com, Inc., in 2000.

                        Going Concern Doubt

On June 28, 2009, M&K CPAS, PLLC in Houston, Texas, raised
substantial doubt about PCS Edventures!.com, Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended March 31, 2009.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations.


PDCC DEV'T: Court Okays $300,000 Loan From Wilshire State Bank
--------------------------------------------------------------
K Kaufmann at The Desert Sun reports that PDCC Development LLC's
lawyer, Robert M. Yaspan, said that the Company secured the
bankruptcy court's approval to borrow some $300,000 from Wilshire
State Bank and an unnamed lender.  The loan, says The Desert Sun,
will let PDCC reseed the Palm Desert Country Club's main course
and reopen it for the season.  According to The Desert Sun, Mr.
Yaspan said that the loan could be finalized by the end of the
week.

Palm Desert, California-based PDCC Development LLC, dba Palm
Desert Country Club, filed for Chapter 11 bankruptcy protection on
June 19, 2009 (Bankr. C.D. Calif. Case No. 09-23674).

The Desert Sun says that Palm Desert Country Club listed more than
$6.4 million in assets and more than $18.6 million in liabilities.


PERPETUA HOLDINGS: Lawsuits May Block Emergence from Chapter 11
---------------------------------------------------------------
The Deal reports that the lawsuits Perpetua Holdings is facing may
hinder the Company's chance at a fast-paced sale of its assets.
The Deal says that Perpetua hopes it can exit Chapter 11
bankruptcy protection with the help of a $475,000 debtor-in-
possession loan from prepetition lender Pacesetter SBIC Fund Inc.
The Deal states that the terms of the DIP financing require a
quick asset sale, a task that could be difficult considering the
Debtor is the target of at least 55 different lawsuits from the
State of Illinois and families with relatives buried at its Burr
Oak cemetery in the suburban Chicago city.

Perpetua Holdings of Illinois, Inc., together with affiliates
Perpetua-Burr Oak Holdings of Illinois, L.L.C., and Perpetua,
Inc., filed for Chapter 11 on September 14, 2009 (Bankr. N.D. Ill.
Case No. 09-34022).  Attorneys at Shaw Gussis Fishman Glantz
Wolfson & Tow represents the Debtors in their Chapter 11 effort.


PETER POCKLINGTON: Asks Court to Move Bankr. Fraud Trial to Feb. 2
------------------------------------------------------------------
Brent Jang at The Globe and Mail reports that Peter Pocklington
has asked that the trial of his bankruptcy fraud case be held on
February 2, 2010, saying that he needs more time to prepare.  The
Globe and Mail relates that the trial is currently set for
November 17, 2009.  According to The Globe and Mail, Mr.
Pocklington is also seeking permission to remove his ankle
monitor, noting that he has been co-operating with pretrial
services since being charged in March.

As reported by the TCR on March 13, 2009, authorities arrested Mr.
Pocklington in the U.S. for allegedly hiding assets during his
bankruptcy.  U.S. Attorney Thomas O'Brien in Los Angeles said in a
statement that Mr. Pocklington is accused of making false
statements and false oaths when he filed for bankruptcy in August
2008 and faces as long as 10 years in prison if convicted.  Mr.
Pocklington listed $19.6 million in debts and $2,900 in assets.

Peter H. Pocklington a Canadian businessman who once owned the
Edmonton Oilers hockey team.  He lives in Palm Desert, California.
Mr. Pocklington sold in 1998


PHILADELPHIA NEWSPAPERS: Auction Deadline Moved to November
-----------------------------------------------------------
Philadelphia Newspapers LLC, which lost a ruling regarding its
proposal to sell the business to Bruce E. Toll, worked out a new
schedule with creditors regarding the auction for the assets and
the confirmation of a reorganization plan.

According to Bill Rochelle at Bloomberg News, under the agreement,
the hearing for approval of a disclosure statement must occur by
Oct. 28, while initial bids to purchase the business must be
submitted by Nov. 16.  An auction to buy the newspapers will take
place by Nov. 18, and a confirmation hearing to approve the
Chapter 11 plan is to occur by Dec. 4.

In return, the lenders and the Official Committee of Unsecured
Creditors agreed to give Philadelphia Newspapers a Dec. 4
extension of its exclusive right to propose a Chapter 11 plan.
The new exclusivity deadline is to be Dec. 4.

As reported by the TCR on October 15, Philadelphia Newspapers 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.

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 more than $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.


PHILADELPHIA NEWSPAPERS: Court Approves Revised Auction Rules
-------------------------------------------------------------
Sophia Pearson at Bloomberg reports that the Bankruptcy Court has
approved revised procedures for the auction of Philadelphia
Newspapers LLC's assets in November.  The new rules include a
provision for credit bids up to $318.8 million.  The revised plan
calls for initial bids to be submitted by Nov. 16 with an auction
on Nov. 18.

As reported by the TCR on October 15, Philadelphia Newspapers has
filed an appeal on the Bankruptcy Court's ruling last week that
gives its creditors the right to use debt they are owed as part of
their bid to acquire the Company.  Philadelphia Newspapers opposed
a credit bid by lenders owed more than $400 million, saying that
it would have a "chilling effect" on competing bidders.  A credit
bid would easily top the offer by Bruce E. Toll.

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.

The Debtors have filed a proposed Chapter 11 plan built around the
sale of the business to Mr. Toll or to the highest bidder.  The
Plan is scheduled for a confirmation hearing on Dec. 4.

                     About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PLIANT CORP: Berry Plastics to Acquire 99.99% of Common Stock
-------------------------------------------------------------
Berry Plastics Corp. will acquire in excess of 99.99% of the
common stock of Pliant Corp. upon the Company's emergence from
bankruptcy.

On October 6, 2009, the U.S. Bankruptcy Court for the District of
Delaware confirmed the joint reorganization plan proposed by an
affiliate of Apollo Management, L.P., and Pliant.  As a part of
the Plan, Berry is entitled to receive up to 25% of the common
equity of Pliant.  Berry now also intends to acquire the remaining
75% of the common stock available under the Plan.  Berry is
currently evaluating its options with respect to financing the
equity investment in Pliant.  Pliant will remain separately
capitalized as an unrestricted subsidiary of Berry.

Berry will operate Pliant as an additional operating division.
The transaction is anticipated to close by the end of the year.
The Berry transaction described above is subject to receipt by
Berry of necessary financing and customary regulatory approvals.
An affiliate of Apollo Management remains obligated to fulfill its
obligations under the Plan should these conditions not be
satisfied.

                       About Berry Plastics

Berry Plastics is a leading manufacturer and marketer of plastic
packaging products.  Berry Plastics is a major producer of a wide
range of products, including open top and closed top packaging,
polyethylene-based plastic films, industrial tapes, medical
specialties, packaging, heat-shrinkable coatings, specialty
laminates, and FIBCs.  The company's 13,000 plus customers range
from large multinational corporations to small local businesses.
Based in Evansville, Indiana, the company has 66 manufacturing
facilities worldwide and nearly 13,400 employees.

                         About Pliant Corp

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PRESIDENT CASINO: Wins District Court Ruling vs. Sussex for Breach
------------------------------------------------------------------
The President Casinos, Inc.'s Liquidation Estate won a substantial
victory on its breach of contract and tort claims in the United
States District Court in St. Louis, successfully appealing from
the judgment previously entered against it in the St. Louis
Bankruptcy Court.  The District Court's ruling in President
Casinos v. Columbia Sussex Corp., Case No. 4:08CV166, reversed the
previous ruling of the Bankruptcy Court and entered summary
judgment in favor of President Casinos, awarding over $28 million
in damages and approximately $13.5 million in pre-judgment
interest.  The District Court also remanded the matter to the
Bankruptcy Court for a determination as to whether the interest
portion of the judgment should be reduced.  Once the Bankruptcy
Court's determination has been made and the District Court's
judgment becomes final, Columbia Sussex will have thirty days to
appeal to the Eighth Circuit Court of Appeals.

President Casinos previously filed its action for damages for
breach of contract and prima facie tort regarding the failed sale
of its St. Louis river boat casino operation to Columbia Sussex in
the St. Louis Bankruptcy Court.  After submitting the highest bid
to purchase the casino and undergoing the rigorous application
process for a gaming license, Columbia Sussex withdrew its gaming
license application before a decision was made and terminated its
sale contract with President Casinos giving, as the reason, that
it did not believe it would receive the gaming license.  President
Casinos sued for breach of contract and also asserted a tort claim
against Columbia Sussex for raising parking rates 560% for the
casino patrons in retaliation for President Casinos' institution
of the lawsuit.  The Bankruptcy Court entered summary judgment in
favor of Columbia Sussex on the contract claim and in favor of
President Casinos on the tort claim.

On September 25, 2009, the Honorable Henry E. Autrey, United
States District Court Judge for the Eastern District of Missouri,
reversed the Bankruptcy Court and entered summary judgment in
favor of President Casinos on its breach of contract claim.  Judge
Autrey concluded that Columbia Sussex could not rely on its
withdrawal of its license application to excuse its obligation to
buy the casino and thus was in breach of contract.  Judge Autrey
awarded President Casinos over $42 million in contractual damages
and interest for Columbia Sussex's breach. He also affirmed the
Bankruptcy Court's ruling in favor of President Casinos on the
prima face tort claim.

Subject to the terms and conditions of President Casino's
confirmed Chapter 11 Plan of Liquidation and the Liquidation
Trust, only President Casinos' stockholders of record as of
December 8, 2008, the effective date of the Chapter 11 Plan of
Liquidation, will be entitled to distributions, if any, from the
Liquidation Trust, and all outstanding shares of stock of
President Casinos is treated as cancelled as of December 8, 2008.
The amount and timing of such distributions, if any, are subject
to the outcome of the Bankruptcy Court's decision regarding the
amount of the interest, any appeals of the judgment and President
Casinos' success in collecting on any final judgment. President
Casinos is unable to make any assessment with respect to the
amount of such distributions, if any, and the timing thereof.

President Casinos, Inc., is represented in this matter by partners
Joseph D. Pizzurro and Nancy E. Delaney of New York City's Curtis,
Mallet-Prevost, Colt & Mosle, LLP which took over the case on the
appeal from the Bankruptcy Court.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 21, 2007,
Deloitte & Touche LLP, in St. Louis, Missouri, expressed
substantial doubt about President Casinos Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Feb. 28,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from continuing operations and absence of any
ongoing revenue producing activities.

                     About President Casinos

Headquartered in St. Louis, Mo., President Casinos Inc. --
http://www.presidentcasino.com/-- does not have significant
operations.  Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.
President Casinos filed for chapter 11 protection on June 20, 2002
(Bankr. S.D. Miss. Case No. 02-53055).  On July 11, 2002,
substantially all of Debtor's other operating subsidiaries filed
for chapter 11 protection in the same Court.  The Honorable Judge
Edward Gaines ordered the transfer of President Casino's chapter
11 cases from Mississippi to Missouri.  The case was reopened on
Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005).  Brian Wade
Hockett, Esq., at Hockett Thompson Coburn LLP, represents the
Debtors in their restructuring efforts.  David A. Warfield, Esq.,
at Blackwell Sanders Peper Martin LLP, represents the Official
Committee of Unsecured Creditors.  Thomas E. Patterson, Esq., and
Ronn S. Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represent the Official Committee of
Equity Security Holders.

The Company's business activities currently consist of
managing its existing litigation matters, discharging its
liabilities and administering the bankruptcy reorganization plans
of its former Biloxi and St. Louis operations.


PTC ALLIANCE: U.S. Trustee Forms Five-Member Creditors' Panel
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors of PTC Alliance Corp. and its debtor-
affiliates.

The members of the Committee:

   a) Severstal North America
      Attn: Dawn Hlavaty
      14461 Rotunda Drive
      Dearborn, MI 48121
      Tel: (313) 317-0637

   b) Kenwal Steel Corp.
      Attn: Frank Jerneycic
      8223 West Warren Avenue
      P.O. Box 4359
      Dearborn, MI 48126-0359
      Tel: (313) 739-1034
      Fax: (313) 739-2334

   c) Steel Technologies Inc.
      Attn: Michelle M. Harper
      15415 Shelbyville Road
      Louisville, KY 40245
      Tel: (502) 254-0203
      Fax: (502) 815-7709

   d) Superior Steel Supply LLC
      Attn: Steve Wood
      P.O. Box 458
      Spicer, MI 56288
      Tel: (320) 796-4274
      Fax: (320) 796-6819

   e) United Steelworkers
      Attn: David R. Jury
      Five Gateway Center
      Pittsburgh, PA 15222
      Tel: (412) 562-2545
      Fax: (412) 562-2429

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

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


QUESTEX MEDIA: Wants to Hire Miller Buckfire as Financial Advisor
-----------------------------------------------------------------
Questex Media Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Miller Buckfire & Co. LLc as their financial advisor.

The firm has agreed to, among other things:

   a) provide general financial advisory and investment services,
      including, if the Debtors determine to undertake a
      restructuring, financing and sale, advising and assisting
      the Debtors in structuring and effecting the financial
      aspects of such a transaction or transactions;

   b) provide financial advice and assistance to the Debtors III
      developing and seeking approval of a plan of reorganization;

   c) provide financial advice and assistance to the Debtors in
      structuring any new securities to be issued under a plan of
      reorganization;

   d) assist the Debtors and participate in negotiations with
      entities or groups affected by a plan of reorganization;

   e) participate in hearings before the Bankruptcy Court with
      respect to the matters upon which the firm has provided
      advice, including, as relevant, coordinating with the
      Debtors' counsel with respect to testimony in connection
      therewith.

The firm will be paid $175,000 advisory fee per month for this
engagement.

The Debtors assure the Court that the firm is a disinterested
person as defined in 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: Proposes Lenders-Led Auction on Nov. 20
------------------------------------------------------
Questex Media Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve proposed
bidding procedures to govern the sale of substantially all of
their assets.

The Debtors and QMG Acquisition LLC entered on Oct. 9, 2009, into
an asset purchase agreement, wherein QMG Acquisition will purchase
all of the Debtors' assets for $120 million.  Under the agreement,
the deal will be terminated if the Debtors failed to close the
sale prior to the 75th day after their bankruptcy filing.

QMG is a group formed by the first-lien lenders, who also be the
providers of its debtor-in-possession loan. Credit Suisse was the
administrative agent for the first-lien lenders, owed for amounts
provided for in a $30 million first lien revolving credit facility
and a $150 million first lien term loan.

The Debtors propose Nov. 18, 2009, as deadline for interested
purchasers to submit offers for the assets.  The Debtors want to
auction their assets on Nov. 20, 2009, followed by a sale hearing
on Nov. 24, 2009.

A hearing is set for Oct. 26, 2009, at 3:00 p.m., to consider the
Debtors' request.  Objections, if any, are due Oct. 19, 2009.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?46e6

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.


RALPH MILLER: Pocono Playhouse Gets Caught in Blaze After Bankr.
----------------------------------------------------------------
Keith Goldberg at Times Herald-Record reports that Ralph A. Miller
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania in August 2009, two
months before fire gutted the Debtor's Pocono Playhouse on
October 2.

Mr. Miller listed $6.2 million in assets and $5.8 million in
liabilities, says Times Herald-Record.  Court documents say that
the Pocono Playhouse was valued at $850,000.

According to Times Herald-Record, investigators haven't determined
the cause of the blaze.

Times Herald-Record says that the Pocono Playhouse is the third
community theater owned by Mr. Miller that has perished in an
overnight fire.  Investigators had already determined that two
previous fires were deliberately set, but no arrests were ever
made, the report states.


READER'S DIGEST: Schedules of Assets and Liabilities
----------------------------------------------------
A.  Real Property
     Land                                              $280,800
     Building                                           110,925

B.  Personal Property
B.1   Cash on Hand                                            -
B.2   Bank Accounts
        JPMorgan Chase Bank                           7,037,396
        Others                                        1,780,595
B.3   Security Deposits
        American Express                              1,190,899
        Wells Fargo (Via Solutran)                       50,000
B.4   Household goods                                         -
B.5   Book, artwork and collectibles
        Artwork - Appreciable, fine art               2,079,886
        Artwork                                         153,217
B.6   Wearing apparel                                         -
B.7   Furs and jewelry                                        -
B.8   Firearms and other equipment                            -
B.9   Insurance Policies                           Undetermined
B.10  Annuities                                               -
B.11  Interests in an education IRA                           -
B.12  Interests in pension plans 401(k) Plan                  -
B.13  Stock and Interests                          Undetermined
B.14  Interests in partnerships/joint ventures                -
B.15  Government and corporate bonds                          -
B.16  Accounts Receivable
        AR-Product                                   29,130,092
        AR-Advertising                                  694,297
        AR-List rental                                  203,232
        Bad debt and return reserve                 (15,740,612)
B.17  Alimony                                                 -
B.18  Other Liquidated Debts Owing Debtor
        California Audit Settlement - RDA             1,809,150
        State Tax Refund - New York/MTA                 221,594
        State Tax Refund - New York City                 25,184
        Texas Sales & Use Tax                             9,291
B.19  Equitable or future interests                           -
B.20  Interests in estate death benefit plan                  -
B.21  Other Contingent and Unliquidated Claims     Undetermined
        Federal income taxes, interest refund         1,898,279
B.22  Patents, copyrights, and others              Undetermined
B.23  Licenses, franchises & other intangibles                -
B.24  Customer lists or other compilations              Unknown
B.25  Vehicles                                                -
B.26  Boats, motors and accessories                           -
B.27  Aircraft and accessories                                -
B.28  Office Equipment, furnishings & supplies
        Software                                      8,623,649
        Computer equipment                            1,325,306
B.29  Equipment and Supplies for Business
        Leasehold improvements                       11,342,063
        Furniture, fixtures & equipment               2,042,011
        Building and land improvements                  343,792
B.30  Inventory                                               -
B.31  Animals                                                 -
B.32  Crops                                                   -
B.33  Farming equipment and implements                        -
B.34  Farm supplies, chemicals, and feed                      -
B.35  Other Personal Property
        Prepaid insurance                             2,507,692
        Royalty advances                                789,690
        Printing and fulfillment                         11,160


     TOTAL SCHEDULED ASSETS                         $57,919,588
     ==========================================================

C.  Property Claimed                                       None
D.  Creditors Holding Secured Claims
        JPMorgan Chase Bank, US Term Loan        $1,189,499,540
        JPMorgan Chase Bank, US Revolver            295,357,579
        JPMorgan Chase Bank, US Euro Term Loan      106,784,228
        Other secured debt                           54,986,792
E.  Creditors Holding Unsecured Priority Claims            None
F.  Creditors Holding Unsecured Non-priority Claims
        Bank of NY, 9% Senior Subordinated Notes    628,200,000
        Intercompany claims                         280,570,006
        Employment related unsecured claims          75,137,582
        Other general unsecured claims               54,726,113


     TOTAL SCHEDULED LIABILITIES                 $2,685,261,841
     ==========================================================

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Statement of Financial Affairs
-----------------------------------------------
The Reader's Digest Association, Inc., disclosed that within two
years immediately preceding the commencement of the Chapter 11
cases, it generated income from business operations:

         Year                     Amount
         ----                     ------
         2009                $72,216,353
         2008                 (5,789,894)

Reader's Digest has also received income from other sources:

         Year                     Amount
         ----                     ------
         2009                 $4,513,898
         2008                  4,614,295

Susana D'Emic, Reader's Digest's vice president and corporate
controller, relates that within 90 days before the Petition Date,
the company made payments aggregating $99,676,787 to creditors,
whose debts are not primarily consumer debts.  Among the largest
payments are:

   Creditor                        Amount Paid
   --------                        -----------
   Fitness Brands, Inc.            $12,165,571
   Williams Lea                     11,098,537
   William Morris Endeavor
   Aetna Life Insurance-HSA          5,713,484
   US Postal Service                 4,765,284
   RR Donnelley Receivables Inc.     4,353,528
   Newpage Corporation               3,327,447
   Tax Partners, L.L.C.              3,178,579
   Aon Risk Services, Inc.           2,808,947
   The Vanguard Group                2,541,310
   CDS                               2,525,705
   Leo Paper Products Ltd.           2,385,158
   Quebecor World                    2,097,817
   American Express                  1,770,105
   Federal Express Corporation       1,694,580
   Entertainment, LLC                1,575,000
   Quad/Graphics Inc.                1,534,023
   The Harry Fox Agency Inc.         1,397,413
   HCL                               1,277,782
   FedEx Trade Networks              1,265,303
   Anetorder, Inc.                   1,021,778

Reader's Digest also paid, within a year prior to the Petition
Date, $28,522,743 to certain creditors, who were or are insiders,
including:

   Creditor                        Amount Paid
   --------                        -----------
   Mary G. Berner                   $3,431,586
   Ripplewood Holdings LLC           2,740,726
   Suzanne Grimes                    1,648,465
   Thomas A. Williams                1,197,651
   J Rothschild Group                1,055,219
   Alyce C. Alston                     925,414
   Eva A. Dillon                       909,974
   Dawn M. Zier                        865,625
   Margaretta Northrop                 860,614
   Michael A. Brennan                  816,869

Ms. D'Emic also reveals that Reader's Digest is a party to
numerous lawsuits and administrative proceedings.  A complete list
of lawsuits, the parties involved and the lawsuits' current status
is available at no charge at:

     http://bankrupt.com/misc/RDA_SOFA_Attachment-Lawsuits.pdf

Within one year immediately preceding the commencement of the
bankruptcy cases, Reader's Digest gave gifts and made charitable
contributions amounting to $158,145.  Ms. D'Emic tells Judge Drain
that although the Debtors have made reasonable efforts to ensure
that the gifts listed in their schedule include all gifts made,
given the magnitude of the Debtors' operations, certain gifts may
have inadvertently been omitted from their schedules.  She reveals
that in addition to the scheduled gifts, the Debtors in their
ordinary course of business provide (i) promotional items for
customers and potential customers, and (ii) de minimis gifts to
employees from time to time.

Reader's Digest also discloses that within one year immediately
preceding the commencement of its bankruptcy case, the company
paid $26,104,211 to 10 firms for consultation concerning debt
consolidation, relief under the bankruptcy laws and preparation of
a petition in bankruptcy:

   Professional/Firm               Amount Paid
   -----------------               -----------
   AlixPartners LLP                 $9,388,920
   Miller Buckfire & Co., LLC        6,706,996
   Kirkland & Ellis LLP              4,523,243
   Moelis & Company LLC              2,778,250
   Simpson Thacher & Bartlett LLP    1,174,547
   Cravath, Swaine & Moore LLP         696,712
   Curtis, Mallet-Prevost,
   Colt & Mosle LLP                    575,000

   Wilmer Cutler Pickering Hale
   and Dorr LLP                        100,000

   Kurtzman Carson Consultants LLC      85,545
   Peter J Solomon Company              75,000

J.H. Cohn is retained as an advisor to the Steering Committee of
the Debtors' Lenders and is considered a professional.  J.H. Cohn
invoices through Moelis & Co. and is paid directly by them as
well, Ms. D'Emic relates.  She adds that all payments for
bankruptcy-related counseling are listed in Reader's Digest's
SOFA, and represent payments made for itself and its subsidiaries.

In addition to the firms, Reader's Digest also made transfers to:

  -- T. I. Circulations Holdings LLC consisting of $93,500,000
     worth of QSP stock;

  -- Massachusetts Mutual Life Insurance Company for life
     insurance policies amounting to $12,500,000; and

  -- Strong Oak, Inc., for stock of Taste of Home Entertaining,
     Inc., amounting to $1,000,000.  The value received was
     $1,000,000 promissory note subsequently surrendered for
     $250,000 in July 2009.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: To Seek Approval of Disc. Statement Nov. 5
-----------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York their Joint Plan of Reorganization on October 10,
2009, and a Disclosure Statement for that Plan on October 9.

Each of the Debtors is a proponent of the Plan within the meaning
of Section 1129 of the Bankruptcy Code.  The Plan, though proposed
jointly, constitutes a separate Chapter 11 plan of reorganization
proposed by each Debtor, Thomas A. Williams, Reader's Digest's
senior vice president and chief financial officer, tells the
Court.

The classification and treatment of classified claims and equity
interests of the Plan will be deemed to apply separately with
respect to each Plan proposed by each Debtor, except that Class 9
Equity Interests will be deemed to apply only to the Plan proposed
by RDA Holding Co.

The Plan provides for certain financial restructurings for the
Debtors, cancellation of equity, and the issuance of new common
stocks.  The Plan also provides for, among other things, post-
emergence capital structure and exit credit agreement.

The terms of the Debtors' Plans are based on, among other things,
the Debtors' assessment of their ability to achieve the goals of
their business plan, make the distributions contemplated under the
Plan, and pay their continuing obligations in the ordinary course
of their businesses.  Under the Plan, Claims against and Interests
in the Debtors are divided into separate Classes according to
their relative seniority and other criteria, and the Plan proposes
recoveries for Holders of Claims against and Interests in the
Debtors in those Classes, if any.

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/RDA_Chapter_11_Plan_101009.pdf

A full-text copy of the Disclosure Statement explaining the
Chapter 11 Plan is available for free at:

   http://bankrupt.com/misc/RDA_DisclosureStatement_100909.pdf

Judge Drain will commence a hearing on November 5, 2009, to
consider the adequacy of the Disclosure Statement.  Objections to
the Disclosure Statement are due November 3.

                   Financial Restructurings

As of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of $2,271,200,000, consisting primarily
of:

  -- $1,645,000,000 under their senior secured credit facility,
     including swap termination obligations and accrued and
     unpaid interest;

  -- $628,200,000 in unsecured senior subordinated notes,
     including accrued interest; and

  -- $2,800,000 in foreign lines of credit and a promissory
     note.

Additionally, the Debtors estimate that an aggregate of
approximately $115 million was owing and outstanding to their
trade creditors as of the Petition Date.

Under the Plan, the Reorganized Debtors will emerge with
approximately 75% less funded debt after giving effect to the
restructuring transactions contemplated by the Plan.  The Plan
provides for these terms:

  -- $150 million of loans outstanding under the Debtors' DIP
     Facility will be converted to the New First Priority Term
     Loan, or otherwise paid in full in Cash on the Plan's
     effective date, to be issued to the DIP Lenders on the
     Effective Date pursuant to, and subject to the terms of,
     the Exit Credit Agreement;

  -- the Debtors' prepetition Euro Term Loan in the approximate
     amount of $105.9 million outstanding under the Prepetition
     Credit Agreement as of the Petition Date will be reinstated
     as amended on the terms set forth in the Exit Credit
     Agreement;

  -- $300 million of secured indebtedness under the Prepetition
     Credit Agreement, other than the Euro Term Loan, will be
     converted into the New Second Priority Term Loan issued to
     the Prepetition Lenders on the Effective Date pursuant to
     the New Second Priority Term Loan Agreement;

  -- the remaining secured indebtedness outstanding under the
     Prepetition Credit Agreement and any Adequate Protection
     Obligations that are not restructured under the New Second
     Priority Term Loan or part of the Reinstated Euro Term Loan
     will be converted into 100% of the New Common Stock,
     subject to dilution by the Management Equity Plan and the
     Rights Offering, and distributed Pro Rata to the
     Prepetition Lenders on account of the obligations owed to
     them under the Prepetition Credit Agreement, other than the
     Euro Term Loan, and on account of the Adequate Protection
     Obligations;

  -- the Debtors' outstanding $600 million Senior Subordinated
     Notes will be canceled and discharged;

  -- the General Unsecured Claims of trade creditors with whom
     the Debtors intend to conduct business post emergence will
     be paid in full in Cash on the Effective Date or in the
     ordinary course of business;

  -- Holders of Other General Unsecured Claims will receive Cash
     in an amount equal to their Pro Rata share of $3 million;
     and

  -- Equity Interests in RDA Holding Co. will be extinguished.

The consummation of the Plan's Financial Restructurings will
significantly de-lever the Debtors' capital structure, leaving the
Reorganized Debtors with approximately $555 million in funded
debt, Mr. Williams tells the Court.  He assures Judge Drain that
with a sustainable capital structure aligned with the Debtors'
revised Business Plan, the Reorganized Debtors will be better
positioned to compete more effectively in the competitive media
and marketing industries.

As a result of the restructuring transactions contemplated by the
Plan, the Debtors' senior secured lenders under the Prepetition
Credit Agreement will own substantially all the New Common Stock
in Reorganized RDA Holding, Inc., subject to dilution by shares of
the New Common Stock issued in connection with:

   (i) Management Equity Plan.  The Plan provides that the New
       Board will grant equity awards in the form of restricted
       stock, options and warrants for 7.5% of the New Common
       Stock to continuing employees and directors of the
       Reorganized Debtors, provided that the equity grants will
       not include more than 2.5% in the form of restricted New
       Common Stock; and

  (ii) Rights Offering.  The Plan provides that Holders of
       Senior Subordinated Notes that are "Accredited
       Investors," and "Qualified Institutional Buyers," as
       defined in the Securities Act will have the right to
       participate in a Rights Offering of New Common Stock to
       be issued under the Plan on or soon after the Effective
       Date.  Eligible Noteholders that participate in the
       Rights Offering will be able to purchase up to $50 to
       $100 million, of no more than 10% to 20%, of New Common
       Stock Pro Rata based on the principal amount of Senior
       Subordinated Note Claims held by the Eligible Noteholder.
       Proceeds from the Rights Offering, if any, will be used
       for general corporate purposes.

            Sources of Cash for Plan Distributions

All Cash necessary for the Reorganized Debtors to make payments
required pursuant to the Plan will be funded with Cash on hand.
Cash payments to be made pursuant to the Plan will be made by the
Reorganized Debtors.  However, the Debtors and the Reorganized
Debtors will be entitled to transfer funds between and among
themselves as they determine to be necessary or appropriate to
enable the Reorganized Debtors to satisfy their obligations under
the Plan.

Except as set forth in the Plan, any changes in intercompany
account balances resulting from the transfers will be accounted
for and settled in accordance with the Debtors' historical
intercompany account settlement practices and will not violate the
terms of the Plan.

         Cancellation of Agreements, Notes and Equity

On the later of the Effective Date and the date on which
distributions are made pursuant to the Plan (i) the obligations of
the Debtors under the Prepetition Credit Agreement, the Senior
Subordinated Notes Indenture and any other certificate, equity
security, share, note, bond, indenture, purchase right, option,
warrant or other instrument evidencing any indebtedness or
obligation of or ownership interest in the Debtors will be
cancelled solely as to the Debtors and their Affiliates, and the
Reorganized Debtors will not have any continuing obligations under
those agreements, notes, and other instruments; and (ii) the
obligations of the Debtors and their Affiliates pursuant to any
agreements, indentures, certificates of designation, by-laws or
certificate or articles of incorporation or similar documents
governing the Rights evidencing ownership interest in the Debtors
will be released and discharged, except that:

  (a) the Prepetition Credit Agreement will continue in effect
      solely for the purpose of allowing Holders of the
      Prepetition Credit Agreement Claims to receive the
      distributions provided for in the Plan, allowing the
      Prepetition Agent to receive distributions from the
      Debtors and to make further distributions to the Holders
      of Prepetition Credit Agreement Claims, and preserving the
      Prepetition Agent's right to indemnification from the
      Debtors, provided that any Claim or right to payment on
      account of the indemnification will be an unsecured Claim
      and will not be secured in any of the assets of the
      Debtors, Reorganized Debtors or their Affiliates; and

  (b) the cancellation of the agreements, notes and other
      instruments will not effect the cancellation of shares
      issued pursuant to the Plan nor any other shares held by
      one Debtor in the capital of another Debtor, provided that
      to the extent provided in the Exit Credit Agreement and
      the New Second Priority Term Loan Agreement, the
      guarantees of and Liens securing obligations under the
      Prepetition Credit Agreement will not be cancelled and
      will guarantee or secure obligations under and as set
      forth in the Exit Credit Agreement and the New Second
      Priority Term Loan Agreement and only the obligations.

               Post-Emergence Capital Structure

On the Effective Date, the Reorganized Debtors will be authorized
to execute and deliver the Exit Credit Agreement and the New
Second Priority Term Loan Agreement and any other documents
necessary or appropriate to obtain exit financing and issue the
New First Priority Term Loan, Reinstated Euro Term Loan and Second
Priority Term Loan.

The Exit Credit Agreement and New Second Priority Term Loan
Agreement will set forth the terms, conditions and covenants
governing the New First Priority Term Loan and the Reinstated Euro
Term Loan and New Second Priority Term Loan.  The lenders under
the Exit Credit Agreement and the New Second Priority Term Loan
Agreement will have valid, binding and enforceable liens on the
collateral specified in the relevant agreements executed by the
Reorganized Debtors in connection with the Exit Credit Agreement
and the New Second Priority Term Loan Agreement.

The other material terms of the Exit Credit Agreement and New
Second Priority Term Loan Agreement are:

                 New First     Reinstated      New Second
                  Priority         Euro        Priority
                 Term Loan      Term Loan      Term Loan
                 ---------     ----------      ----------
Facilities:    $150 million   $105 million      $300 million

Maturity:      3 years from   March 2, 2014     Not earlier than
              Effective                        the later maturi-
              Date                             ty of (i) the New
                                               First Priority
                                               Term Loan, and
                                               (ii) the
                                               Reinstated Euro
                                               Term Loan

Interest:   L + 1,000 bps    L + 550bps         L + 550bps Cash
           w/ 3.5% LIBOR    Cash + 450 PIK     + 650bps PIK
           Floor            (toggle) w/ 3.5%   (toggle) w/ 3.5%
                            LIBOR Floor        LIBOR Floor

Security:   First priority   Same as New First  Second priority
           lien on          Priority Term      liens on
           substantially    Loan & liens on    substantially
           all of the       foreign assets     all of the
           Debtors' assets  currently secu-    Debtors' assets
                            ring the Euro
                            Term Loan

The guarantees, mortgages, pledges, liens and other security
interests granted pursuant to or in connection with the Exit
Credit Agreement and the New Second Priority Term Loan Agreement
are granted in good faith as an inducement to the lenders to
extend credit and will be deemed not to constitute a fraudulent
conveyance or fraudulent transfer, will not otherwise be subject
to avoidance, and the priorities of those liens and security
interests will be as set forth in the intercreditor agreement and
other definitive documentation executed in connection with the
Exit Credit Agreement and the New Second Priority Term Loan
Agreement.

             Reorganized Debtors' Equity Interests

The Plan provides that all Equity Interests will be deemed
cancelled and of no further force and effect as of the Effective
Date, whether surrendered for cancellation or otherwise.  On the
Effective Date, Reorganized Holdings will issue or reserve for
issuance all of the New Common Stock, which will represent all of
the Equity Interests in Reorganized Holdings as of the Effective
Date and will be issued to Holders of Prepetition Credit Agreement
Claims, subject to dilution by the Management Equity Plan or the
Rights Offering.

The Plan contemplates the Debtors' emergence from Chapter 11 as a
privately-held company.  The Reorganized Debtors will not be
obligated to list the New Common Stock on a national securities
exchange, and likewise, the New Common Stock will be issued
without registration under the Securities Act or any similar
federal, state or local law, subject to the Registration Rights
Agreement.

            Post-Effective Date Corporate Existence

Subject to any restructuring transactions permitted under it, the
Plan provides that each Debtor will continue to exist after the
Effective Date as a separate corporate entity or limited liability
company.

The existing officers of the Debtors will remain in their current
capacities as officers of the Reorganized Debtors, subject to the
ordinary rights and powers of the board of directors to remove or
replace them in accordance with the Debtors' organizational
documents and any applicable employment agreements.

The New Board will consist of seven directors.  The Prepetition
Lenders will identify potential directors through use of a search
firm acceptable to the Prepetition Agent and will initially
designate all the directors upon consultation with the Debtors'
Chief Executive Officer.  The existing directors of each of the
subsidiary Debtors will remain in their current capacities as
directors of the applicable Reorganized Debtor until replaced or
removed in accordance with the organizational documents of the
applicable Reorganized Debtors.

                       Recovery Analysis

The Plan preserves the going-concern value of the Debtors'
businesses, maximizes creditor recoveries, provides for an
equitable distribution to the Debtors' stakeholders and protects
the jobs of employees, Mr. Williams explains.  In developing the
Plan, he notes, the Debtors gave due consideration to various exit
alternatives and engaged in significant discussions and
negotiations with representatives and professionals of the Senior
Secured Lenders, whom the Debtors believe will be the primary
economic stakeholders in the Reorganized Debtors.

With the assistance of their professional advisors, the Debtors
relate that they also conducted a careful review of their current
operations, prospects as an ongoing business, financial
projections and the Business Plan developed by management and
estimated recoveries in a liquidation scenario, and concluded that
recoveries to their stakeholders will be maximized by their
continued operation as a going concern.

The Debtors believe that their businesses and assets have
significant value that would not be realized in a liquidation,
either in whole or in substantial part.  Consistent with the
valuation, liquidation and other analyses prepared by the Debtors,
the value of the Debtors is substantially greater as a going
concern than in a liquidation.

Substantially all of the Debtors' assets are subject to valid and
perfected liens held by the DIP Lenders and the Prepetition
Lenders, which require payment in full prior to distributions to
holders of unsecured claims against the Debtors.  Thus, on a
going-concern basis, because the obligations owed by the Debtors
to the DIP Lenders and the Prepetition Lenders greatly exceeds the
value of the Reorganized Debtors, Mr. Williams asserts that
minimal distributions would be made to any Holders of Claims
against the Debtors other than the DIP Lenders and the Prepetition
Lenders absent consummation of the proposed Plan.

Outside of the proposed Plan, Holders non-priority unsecured
Claims junior to the Claims of the DIP Lenders and Prepetition
Lenders would receive no distribution in a liquidation of the
Debtors' estates.

The Plan does not allocate all of the distributable value of the
Reorganized Debtors to the Prepetition Lenders, Mr. Williams
avers.  He says that recognizing that general unsecured creditors
are entitled to share in the value of any unencumbered assets,
which in this case consists entirely of minority equity interests
in the Debtors' first-tier foreign subsidiaries, the Plan is based
on an allocation of that value among the various unsecured
creditor constituencies.

After taking into account the substantial amount of any
unencumbered value allocable to the Prepetition Lenders on account
of (i) their unsecured deficiency claims, and (ii) the unsecured
Senior Subordinated Note Claims, which recoveries would be turned
over to the Prepetition Lenders pursuant to the subordination
provisions of the Senior Subordinated Notes Indenture, the Debtors
believe the distributable value remaining for all other non-
priority general unsecured claims is minimal, if any.

The Plan, however, contemplates that holders of Other General
Unsecured Claims in Class 5 will share in an aggregate recovery of
$3 million in Cash.  As a result, pursuant to the Plan, general
unsecured creditors in Class 5 stand to recover a premium in the
form of Cash over what they would otherwise be entitled to receive
under a strict waterfall recovery analysis.

The Debtors also believe that any alternative to confirmation of
the Plan, like an attempt by another party to file a competing
plan, would result in significant delays, litigation and
additional costs, and could negatively affect value by causing
unnecessary uncertainty with the Debtors' key customer and
supplier constituencies, which could ultimately lower the
recoveries for all Holders of Allowed Claims.

                      Liquidation Analysis

With the assistance of AlixPartners, LLP, the Debtors prepared a
hypothetical liquidation analysis, which indicates the estimated
values that may be obtained from a disposition of the Debtors'
assets under Chapter 7 of the Bankruptcy Code as an alternative to
the continued operation of the Debtors' businesses as contemplated
by the Plan.

The Debtors maintain that the recoveries to holders of claims in
the proposed Plan is higher than the recoveries those holders of
claims may receive when the Debtors are in liquidation.

A full-text copy of the Liquidation Analysis can be obtained for
free at:

  http://bankrupt.com/misc/RDA_LiquidationAnalysis_100909.pdf

                Compensation and Benefit Plans

The Plan contemplates the adoption of two incentive compensation
programs that will provide customary cash-based incentives for
continuing employees eligible to participate in those plans: (i)
the Variable Compensation Plan, and (ii) the Enterprise Value
Maximization Plan.  The Plan also provides for the Management
Equity Plan, which will grant equity awards to certain continuing
employees and directors of the Reorganized Debtors.

The Reorganized Debtors' obligations under all employment and
severance policies, and all compensation and benefit plans,
policies and programs and other arrangements, which are in place
as of the Effective Date, will be deemed assumed on the Effective
Date, except with respect to any Compensation and Benefits
Programs that are listed in the Plan Supplement to be rejected or
terminated, have previously been rejected or terminated, or are
the subject of pending rejection procedures or a motion to reject.

            Conditions for Consummation of the Plan

The Plan will be consummated on the Effective Date so long as
these conditions precedent are satisfied or waived:

  -- the Court will have approved the Disclosure Statement in a
     manner acceptable to the Debtors, the Prepetition Agent and
     the Required Consenting Lenders;

  -- the Plan and Plan Supplement will be acceptable to the
     Debtors, the Prepetition Agent and Required Consenting
     Lenders;

  -- the Confirmation Order will have been entered and become a
     Final Order in a form and in substance reasonably
     satisfactory to the Debtors, the Prepetition Agent and
     Required Consenting Lenders;

  -- all documents and agreements necessary to implement the
     Plan will have been tendered for delivery and effected or
     executed; and

  -- all actions, documents, certificates and agreements
     necessary to implement the Plan will have been effected or
     executed and delivered to the required parties and, to the
     extent required, filed with the applicable governmental
     units in accordance with applicable laws.

               Additional Plan-Related Documents

The Debtors will file the Plan Supplement with the Court prior to
the Voting Deadline.  The Plan Supplement will include:

  -- the forms of the Exit Credit Agreement and New Second
     Priority Term Loan Agreement;

  -- the Registration Rights Agreement and the Shareholders
     Agreement;

  -- the amended and restated organizational documents for
     Reorganized Holdings, and if applicable, for other
     Reorganized Debtors;

  -- the forms of the Enterprise Value Maximization Plan and
     Variable Compensation Plan;

  -- the form of the Management Equity Plan; and

  -- the list of the Compensation and Benefit Programs to be
     rejected or assumed.

The Debtors will also file with the Court a schedule or schedules,
as necessary, listing the Executory Contracts and Unexpired Leases
the Debtors intend to assume and those the Debtors intend to
reject pursuant to the Plan at least 25 days prior to the
Confirmation Hearing.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Non-Trade Unsecured Creditors Get 2.7%
-------------------------------------------------------
The Reader's Digest Association Inc.'s Chapter 11 Plan of
Reorganization provides for these classification and treatment of
claims and equity interests:

Class      Description       Treatment
-----      -----------       ---------

N/A        Administrative    Paid in full in Cash (i) to the
           Claims            extent arising in the ordinary
                             course of business; (ii) on or soon
                             after the Effective Date or, if not
                             then due, the date when the Allowed
                             Administrative Claim is due; (iii)
                             on or soon after the date an
                             Administrative Claim is Allowed;
                             (iv) at a time and on terms agreed
                             upon by the Holder and the Debtors
                             or the Reorganized Debtors; or (v)
                             at a time and on terms set forth in
                             a Court order.

N/A/      DIP Facility      DIP Facility Claims other than
           Claims            Claims under the DIP Facility that
                             expressly survive the termination
                             of the facility will convert into
                             the New First Priority Term Loan
                             pursuant to the Debtors' Exit
                             Credit Agreement or be paid off in
                             full and in Cash on the Effective
                             Date.

N/A       Priory Tax        Payable on or prior to the
           Claims            Effective Date will be satisfied as
                             soon as reasonably practicable
                             after the Effective Date by payment
                             in an amount equal to the amount:

                               * of the Allowed Priority Tax
                                 Claim;

                               * agreed to by the Debtors and
                                 the Holder of the Allowed
                                 Priority Tax Claim; or

                               * of the Allowed Priority Tax
                                 Claim if paid in installment
                                 over a period not more than
                                 five years after the Petition
                                 Date pursuant to Section
                                 1129(a)(9)(C) of the Bankruptcy
                                 Code.

Class 1    Other Priority    Each Holder of an Allowed Claim
           Claims            will be paid in full in Cash on the
                             Effective Date, the date on which
                             Other Priority Claim against the
                             Debtors becomes an Allowed Other
                             Priority Claim, or other date as
                             may be ordered by the Court.

                             Est. Recovery, Plan: 100%
                             Est. Recovery, Liquidation: 0-19%

Class 2    Other Secured     In the sole discretion of the
           Claims            applicable Debtor, each Holder of
                             an Allowed Claim will receive one
                             these treatments: (i) payment in
                             full in Cash, including the payment
                             of any interest required pursuant
                             to Section 506(b) of the Bankruptcy
                             Code, (ii) delivery of the
                             collateral securing the Allowed
                             Claim, or (iii) other treatment
                             that renders the Allowed Other
                             Secured Claim Unimpaired.

                             Est. Recovery, Plan: 100%
                             Est. Recovery, Liquidation: 100%

Class 3    Prepetition       Holders of Allowed Prepetition
           Credit            Credit Agreement Claims and
           Agreement         Adequate Protection Claims will
           Claims            receive (i) the Reinstated Euro
                             Term Loan, (ii) the New Second
                             Priority Term Loan, and (iii) 100%
                             of the New Common Stock issued and
                             outstanding as of the Effective
                             Date, subject to dilution by shares
                             issued in connection with the
                             Management Equity Plan and Rights
                             Offering.

                             Est. Recovery, Plan: 53% - 63%
                             Est. Recovery, Liquidation:
                              13% - 17%

Class 4     Unsecured Claims  Each Holder of an Allowed Unsecured
           Related to        Ongoing Operations Claim will be
           Operations        paid in full in Cash (i) on the
                             Effective Date, or (ii) in the
                             ordinary course of business in
                             accordance with the terms of any
                             agreement that governs the Allowed
                             Unsecured Ongoing Operations Claim
                             or in accordance with the course of
                             practice between the Debtors and
                             the Holder with respect to the
                             Claim.  Holders of Claims are not
                             entitled to postpetition interest,
                             late fees or penalties on account
                             of the Claims.

                             Est. Recovery, Plan: approx. 100%
                             Est. Recovery, Liquidation: 0%

Class 5    Other General     Each Holder of an Allowed Claim
           Unsecured         will receive Cash in an amount
           Claims            equal to their Pro Rata share of
                             $3 million.

                             Est. Recovery, Plan: 2.5% - 2.7%
                             Est. Recovery, Liquidation: 0%

Class 6    Senior            Holders of Senior Subordinated Note
           Subordinated      Claims will not receive or retain
           Note Claims       any interest or property under the
                             Plan on account of the Claims.  The
                             treatment of the Senior
                             Subordinated Note Claims is in
                             accordance with and gives effect to
                             the provisions of Section 510(a) of
                             the Bankruptcy Code.

                             Eligible Noteholders will be
                             entitled to participate in the
                             Rights Offering.

                             Est. Recovery, Plan: 0%
                             Est. Recovery, Liquidation: 0%

Class 7    Section 510(b)    Holders of Class 7 Section 510(b)
           Claims            Claims will not receive any
                             distribution on account of the
                             Claims, which will be discharged on
                             the Effective Date.

                             Est. Recovery, Plan: 0%
                             Est. Recovery, Liquidation: 0%

Class 8    Equity Interests  There will be no distribution to
                             the Holders of Class 8 Equity
                             Interests, which will be deemed
                             cancelled and of no further force
                             and effect, whether surrendered for
                             cancellation or otherwise, on the
                             Effective Date.

                             Est. Recovery, Plan: 0%
                             Est. Recovery, Liquidation: 0%

Class 9    Intercompany      Intercompany Interests will be
           Interests         reinstated on the Effective Date.

                             Est. Recovery, Plan: N/A
                             Est. Recovery, Liquidation: N/A

Class 10   Intercompany      To preserve the Debtors' corporate
           Claims            structure, Intercompany Claims may
                             be reinstated as of the Effective
                             Date or, at the Debtors' or
                             Reorganized Debtors' option,
                             cancelled or compromised, and no
                             distribution will be made on
                             account of Intercompany Claims
                             under the Plan.

                             Est. Recovery, Plan: N/A
                             Est. Recovery, Liquidation: N/A

Notwithstanding the treatment of Prepetition Credit Agreement
Claims, however, (i) the Euro Term Lenders as of the Distribution
Record Date will be the only Prepetition Lenders entitled to
receive their Pro Rata share of the Reinstated Euro Term Loan on
account of their exposure under the Euro Term Loan, and (ii) the
Revolving Lenders, U.S. Term Lenders and Holders of Swap Claims as
of the Distribution Record Date will be the only Prepetition
Lenders entitled to receive their Pro Rata share of the New Second
Priority Term Loan and New Common Stock on account of their
exposures under the Revolver Loan, U.S. Term Loan and Swap Claims.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REMEDIATION AND LIABILITY: Files Chapter 11 Petition
----------------------------------------------------
Remediation and Liability Management Company, Inc., and
Environmental Corporate Remediation Company, Inc., direct
subsidiaries of Motors Liquidation Company, formerly General
Motors Corporation, commenced separate voluntary cases under
Chapter 11 of the Bankruptcy Code on October 9, 2009.  The Chapter
11 petitions were filed in the U.S. Bankruptcy Court for the
Southern District of New York.

REALM and ENCORE were created to manage environmental remediation
liabilities, including assessing, investigating, and discharging
environmental liabilities associated with domestic and
international properties affiliated with Motors Liquidation.
Motors Liquidation has determined that Chapter 11 is the most
appropriate forum for addressing certain long-term and short-term
obligations associated with REALM and ENCORE, Motors Liquidation
Vice President and Treasurer James Selzer relates.

ENCORE and REALM each has estimated assets and liabilities ranging
from $10,000,001 to $50,000,000.

Pursuant to Rule 1007(a)(1) of the Federal Rules of Bankruptcy
Procedure and Rule 1007 of the Local Rules for the United States
Bankruptcy Court for the Southern District of New York, David
Head, vice president and assistant treasurer of Motors
Liquidation, disclosed that:

  * 100% of ENCORE's common equity is directly owned by Motors
    Liquidation;

  * 98.9% of ENCORE's preferred equity is directly owned by
    Motors Liquidation;

  * ENCORE does not directly or indirectly own any class of
    equity interest of a corporation whose securities are
    publicly traded; and

  * ENCORE does not own any interest in any general partnership,
    limited partnership or joint venture.

With respect to REALM, Mr. Head related that 100% of REALM's
equity is directly owned by Motors Liquidation.  He said that
REALM does not directly or indirectly own any class of equity
interest of a corporation whose securities are publicly traded.
He added that REALM does not own an interest in any general
partnership, limited partnership or joint venture.

           ENCORE & REALM's Domestic Bank Accounts

In papers filed with the Court, ENCORE maintains a deposit bank
account with Citibank, N.A.  REALM maintains a separate deposit
bank account with Citibank and three other separate deposit bank
accounts with JPMorgan Chase.

     Debtors Seek to Apply Rulings to Subsequent Debtors

Motors Liquidation and its debtor affiliates ask Judge Gerber to
direct that all previously entered or currently pending Court
orders be applied to the Chapter 11 cases of ENCORE and REALM,
effective nunc pro tunc to the New Debtors' Petition Date.

Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that the provisions in the First Filed Debtors' Orders are
necessary to facilitate a smooth transition into Chapter 11 and to
maximize the value of the New Debtors' estates for the benefit of
all parties-in-interest, pursuant to Section 105(a) of the
Bankruptcy Code.

According to Mr. Miller, directing that the First Filed Debtors'
Orders be made applicable to the New Debtors "will obviate the
need for duplicative notices, motions, applications, and orders to
be filed in the New Debtors' bankruptcy cases, and save
considerable time and expense for their estates and reduce the
burden on the Court and parties-in-interest.

Mr. Miller explains that the First Filed Debtors' Orders address
many of the matters that most debtors deal with in their Chapter
11 cases, including, among other things, the payment of taxes and
insurance, the retention or compensation of professionals, and
employee-related issues.  Absent the application of the First
Filed Debtors' Orders to the New Debtors, the New Debtors would
seek substantially the same requests.

Accordingly, the New Debtors require the protections and
authorizations that are set forth in the First Filed Debtors'
Orders to enter Chapter 11 in an orderly manner and to maintain
their ability to reorganize successfully, Mr. Miller contends.

A list of the First Filed Debtors' Orders is available for free
At http://bankrupt.com/misc/GM_FirstFiledDebtorsOrders.pdf


REMEDIATION AND LIABILITY: Case Summary & Creditors' List
---------------------------------------------------------
Debtors: Remediation and Liability Management Company, Inc.
        Environmental Corporate Remediation Company, Inc.
        300 Renaissance Center
        Detroit, Michigan

Bankruptcy Case Nos.:

Entity                                                Case No.
------                                                --------
Remediation and Liability Management Company, Inc.    09-55029
Environmental Corporate Remediation Company, Inc.     09-50030

Chapter 11 Petition Date: October 9, 2009

Debtor-affiliates filing subject to Chapter 11 petitions on
June 1, 2009:

Entity                                               Case No.
------                                               --------
Motors Liquidation Company,
f/k/a General Motors Corporation                     09-50026

MLCS, LLC
f/k/a Saturn, LLC                                    09-50027

MLCS Distribution Corporation
f/k/a Saturn Distribution Corporation                09-50028

MLC of Harlem, Inc.
Chevrolet-Saturn of Harlem, Inc.                     09-13558

Bankruptcy Court:    United States Bankruptcy Court
                    for the Southern District of New York
                    (Manhattan)

Bankruptcy Judge:    Honorable Robert E. Gerber

Debtors' Counsel:    Harvey R. Miller, Esq.
                    Stephen Karotkin, Esq.
                    Joseph H. Smolinsky, Esq.
                    Weil, Gotshal & Manges LLP
                    767 Fifth Avenue
                    New York, New York 10153
                    Tel: (212) 310-8350
                    Fax: (212) 310-8007

U.S. Trustee:        Diana G. Adams
                    U.S. Trustee for Region 2
                    Office of the United States Trustee
                    33 Whitehall Street
                    21st Floor
                    New York, New York 10004

A. List of REALM's 20 Largest Unsecured Creditors:

Entity                       Nature of Claim     Claim Amount
------                       ---------------     ------------
Conestoga-Rovers & Assoc.     Trade Debt             $382,553
22055 Niagara Falls Blvd.
Suite #3, Niagara Falls
New York 14304
Attn: Beth Landale
Tel: (716)297-6150
Fax: (716)297-2265

Arcadis BBL                   Trade Debt             $150,135
10559 Citation Drive
Suite 100
Bridgeton, Michigan 48118
Attn: Chris Peters
Tel: (810)229-8594
Fax: (810)229-8837

O'Brien & Gere Engineers,     Trade Debt              $44,202
Engineers, Inc.
5000 Brittonfield Pkwy
Syracuse, New York
13057-9226
Attn: Terry L. Brown
Tel: (315)436-6100
Fax: (315)463-7554

Charter Twp. of Genesee       Trade Debt              $23,468
7244N. Genesse Road
P.O. Box 215
Genesee, Michigan 48437
Attn: Tom Mannor, Treasurer
Tel: (810)640-2000
Fax: (810)640-1150

BT2, Inc.                     Trade Debt              $17,622
2830 Dairy Drive
Madison, Wisconsin
53718-6751
Attn: Mark Huber
Tel: (608)224-2830
Fax: (608)224-2839

Haley & Aldrich Design        Trade Debt              $16,462
and Construction
56 Roland Street
Boston, Massachusetts
02129-1400

Groundwater & Environmental   Trade Debt              $14,639
Services, Inc.
440 Creamery Way
Suite 500
Exton, Pennsylvania
19341-2577
Tel: (800)426-9871

Charter Township &            Trade Debt              $14,461
& Ypsilanti
7200 S. Huron River Dr.
Ypsilanti, Michigan 48197

Royal Environmental, Inc.     Trade Debt              $10,772
720 Lexington Avenue
P.O. Box 15719
Rochester, New York 14615
Tel: (585)254-1840

Environmental International   Trade Debt               $6,203
Corporation
214 Carnegie Street
Princeton, New Jersey 08540
Tel: (609)452-9000
Fax: (609)452-0284

Nova Consultants, Inc.        Trade Debt               $5,640
21580 Novi Road, #300
Novi, Michigan 48375

Charter Township of Flint     Trade Debt               $5,476
1490 S. Dye Road
Flint, Michigan 48532
Attn: Sandra Wright
Tel: (810)732-1350

Washtenaw County Treasurer     Trade Debt              $4,523
P.O. Box 8645
200 N. Main St., Ste 200
Ann Arbor, Michigan
48107-8645
Tel: (734)222-6700

Arcadis Geraghty &             Trade Debt              $3,931
Miller, Inc.
10559 Citation Drive
Suite 100
Brighton, Michigan 48118
Attn: Chris Peters
Global Environmental           Trade Debt              $3,436

Engineering Inc.
6140 Hill 23 Drive
Suite 1
Flint, Michigan 48507

Clean Harbors Environmental    Trade Debt              $2,442
Services
P.O. Box 3442
Boston, Massachusetts
02241-3442

Young's Environmental          Trade Debt              $2,425
Cleanup, Inc.
G-5305 North Dort Highway
Flint, Michigan 48505
Tel: (810)789-7155
Fax: (810)789-3606

Town of Framingham             Trade Debt              $2,403
Tax Collector's Office
150 Concord St.
Framingham, Massachusetts
01702

The Bank of New York           Trade Debt              $1,750
P.O. Box 19445
Newark, New Jersey
07195-0445
Attn: Financial Control
Billing Department

City of Saginaw Treasurer      Trade Debt                $733
1315 Washington Ave.
Saginaw, Michigan 48601

B. List of ENCORE's 20 Largest Unsecured Creditors:

Entity                       Nature of Claim     Claim Amount
------                       ---------------     ------------
Encore Environmental            Trade Debt         $1,375,082
Consortium
P.O. Box 66
6723 Towpath Road
Syracuse, New York
13214-0066
Attn: Mark Quilter
Phone: (315) 671-9126

Sevenson Environmental          Trade Debt           $398,694
Services, Inc.
2749 Lockport Road
Niagara Falls, New York 14302
Attn: -
Phone:(716) 284-0431
Fax: (716) 284-7645

HDR Engineering                 Trade Debt            $31,279
8404 Indian Hills Drive
Omaha, Nebraska 68114
Attn: Dick Bell
Phone: (402) 399-1000

City of Sioux City              Trade Debt            $30,511
P.O. Box 447
Sioux City, Iowa 51102
Attn: City Treasurer
Phone:(712) 279-6292

Conestoga-Rovers &              Trade Debt            $15,756
Associates
22055 Niagara Falls Blvd.
Suite #3
Niagara Falls, New York
14304

AIMS/Stephens &                 Trade Debt            $14,393
Stephens
410 Main Street
Buffalo, New York 14202

Global Environmental            Trade Debt             $8,273
Engineering, Inc.
6140 Hill 23 Drive
Suite 1
Flint, Michigan 48507
Phone: (810) 238-9190
Fax: (810) 238-9195

Haley & Aldrich of New York     Trade Debt             $7,793
200 Town Centre Drive, Ste2
Rochester, New York
14623-4264

WDC Exploration & Wells         Trade Debt             $6,375
500 Main Street
Woodland, California 95695
Phone: (530) 668-7540
Fax: (530) 662-1597

J.A. Lombardo & Associates      Trade Debt             $5,549
445 S. Livernois - Suite 202
Rochester, Michigan 48307
Attn: Joseph A. Lombardo
Phone: (248) 656-9650

The Bartech Group               Trade Debt             $5,358
17199 North Laurel Park Dr.
Suite 224
Livonia, Michigan 48152
Phone: (800) 828-4410

Waste Management                Trade Debt             $4,775
P.O. Box 9001054
Louisville, Kentucky
40290-1054

AIMS/Lathrop & Gage LC          Trade Debt             $4,328
2345 Grand Blvd.
Kansas City, Missouri 64108
Phone: (816) 292-2000

Favero GeoSciences              Trade Debt             $4,169
1210 South 5th Street, Suite 2
Springfield, Illinois 62703
Attn: Dave Favero
Phone: (217) 522-6714

ARCADIS BBL                     Trade Debt             $3,849
10559 Citation Drive
Suite 100
Brighton, Michigan 48118

General Oil Company, Inc.       Trade Debt             $2,868
35796 Veronica St.
Livonia, Michigan 48150
Phone: (734) 266-6500
Fax: (734)266-6400

Environ International           Trade Debt             $2,270
Corporation
214 Carnegie Street
Princeton, New Jersey 08540

AIMS/Dykema Gossett PLLC        Trade Debt             $1,917
10 South Wacker Drive
Chicago, Illinois 60606

Adrian Environmental            Trade Debt               $588
Management, Inc.
7533 Willow Creek Drive
Canton, Michigan 48187
Attn: Kenneth A. Richards
Phone: (734) 207-8524

Iowa Dept of National           Trade Debt               $502
Resources
Hazardous Waste Remedial
Fund
502 E. 9th Street
Des Moines, Iowa
50319-0034
Phone: (515) 281-5918
Fax: (515) 281-8895


RENWOOD VINEYARD: Files Chapter 11 in Sacramento, California
------------------------------------------------------------
Renwood Vineyard Properties Ltd. filed a bare-bones Chapter 11
petition.  The petition listed assets of $14.7 million against
debt totaling $8.3 million.

Renwood owns a winery in Plymoth, California.  The winery produces
18 wines, including from Zinfandel, Syrah and Barbera grapes.
Production is 100,000 cases, according to the Web site.  The
vineyards, totaling almost 400 acres, are in El Dorado and
Plymouth, California.

The Company filed for Chapter 11 on Oct. 9 (Bankr. E.D. Calif.
Case No. 09-41962).


R.H. DONNELLEY: Court Extends Plan Exclusivity to Jan. 22
---------------------------------------------------------
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware has extended R.H. Donnelley and its units'
exclusive period to file a Chapter 11 plan through and including
January 22, 2010, and the exclusive period to solicit the Plan's
acceptances from parties-in-interest through and including
January 31, 2010.

The Judge's order is without prejudice to the Debtors' right to
ask further extensions of the Exclusive Periods.

R.H. Donnelley has filed a Chapter 11 plan, which was arranged in
principle before the Chapter 11 filing with more than two-thirds
of secured creditors and a majority of unsecured bondholders.  The
Plan is tentatively scheduled for a Jan. 12 confirmation hearing.

                       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)


R.H. DONNELLEY: Facing Objections to Disclosure Statement
---------------------------------------------------------
R.H. Donnelley has arranged an Oct. 21 hearing for approval of the
disclosure statement explaining its proposed Chapter 11 plan.

The plan, which was arranged in principle before the Chapter 11
filing with more than two-thirds of secured creditors and a
majority of unsecured bondholders, is tentatively scheduled for a
Jan. 12 confirmation hearing.

A copy of the latest version of the Chapter 11 Plan is available
for free at http://bankrupt.com/misc/RHDOct1Plan.pdf

A copy of the explanatory disclosure statement is available for
free at http://bankrupt.com/misc/RHDOct7DS.pdf

R.H. Donnelley will be facing objections to the Disclosure
Statement at the hearing on October 21.  The Debtor needs to
obtain approval of the Disclosure Statement before it can begin
solicitation of votes on, then seek confirmation of, the Plan.

Maricopa County, a secured tax lien creditor, objects to the
approval of the Disclosure Statement to the extent that the
proposed treatment of its claims is unclear.  More specifically,
Maricopa says that it is unclear whether the Debtors are treating
Maricopa County's claim correctly as a Secured Tax Claim or
incorrectly as a Priority Tax Claim.  According to the Disclosure
Statement, Priority Tax Claims will only be paid the principal
amounts and do not include any accrued interest.  However, it
points out that, the Plan provides that Other Secured Claims will
be paid accrued interest, upon delivery of the collateral
to the secured creditor and not upon normal payment of the Claim
as provided in the following proposed treatment from the
Disclosure Statement.

In addition, Sharon K. Jones, the treasurer of Douglas County,
Colorado, argues that the Disclosure Statement does not provide
adequate disclosure, hence the Plan of Reorganization is not
confirmable.  Douglas County is a Class 1B and Class 2B creditor
and holds a valid, perfected statutory superpriority secured claim
against the Debtors for 2009 ad valorem commercial personal
property taxes amounting $181,148, secured by a statutory lien on
the Debtors' tangible personal property.  Ms. Jones points out
that the Plan does not disclose how it will treat Class 1B or
Class 2B Other Secured Claims.

                       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)


R.H. DONNELLEY: Offers 87.6% to DMW Senior Noteholders
------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates submitted to
the U.S. Bankruptcy Court for the District of Delaware their first
amended Joint Chapter 11 Plan of Reorganization and Disclosure
Statement explaining the Plan on September 18, 2009.

On October 7, 2009, the Debtors submitted another amended Plan and
Disclosure Statement, which added the estimated recoveries for
holders of certain noteholders claims.

The October 7 Plan provides that the estimated recovery
percentages for holders of R.H. Donnelley Corporation Noteholders
Claims, Dex Media, Inc.  Noteholders Claims, R.H. Donnelley, Inc.
Noteholders Claims, Dex Media West Senior Notes Noteholders
Claims and Dex Media West Senior Subordinated Notes Noteholders
Claims, as applicable, will depend on a variety of factors,
including but not limited to, the ultimate value of the New R.H.
Donnelley Corporation Common Stock distributed to the Holders on
account of their Noteholders Claims.

The recovery estimates reflect, among other things, computations
of the hypothetical range of the estimated Equity Value of the
Reorganized Debtors through the application of various valuation
techniques and do not purport to reflect estimates of the actual
market value of the New RHDC Common Stock on and after the
Effective Date.  For example, for illustrative purposes only, the
recovery percentage for Holders of DMW Senior Notes Noteholders
Claims is estimated to be not less than 87.6%.

If, and to the extent that, the value of the distributions made
to Holders of DMW Senior Notes Noteholders Claims under the Plan
is less than 100% of the amount of the Allowed Claims, then,
assuming acceptance of the Plan by the Class of Holders of DMW
Senior Notes Noteholders Claims and confirmation of the Plan,
notwithstanding the terms of either of the DMW Senior
Subordinated Notes Indenture or the DMW Senior Subordinated
Notes, each Holder of a DMW Senior Notes Noteholders Claim will
be deemed to have consented and agreed to the treatment provided
under the Plan to all Holders of DMW Senior Subordinated
Noteholders Claims in accordance with the terms of the Plan and
to have waived or relinquished, and will be barred from
asserting, any rights or claims pursuant to Section 510(a) of the
Bankruptcy Code.

Under the terms of Section 10.01 of the DMW Senior Subordinated
Notes Indenture, Holders of DMW Senior Subordinated Notes have
agreed to subordinate their right to payment to, inter alia, the
prior payment in full of the DMW Senior Notes.

In addition, the October 7 Plan provides that, in the event the
Debtors or the Reorganized Debtors determine, with the reasonable
consent of a Majority of Consenting Noteholders, that the
aggregate dollar amount of Allowed General Unsecured Claims
against any of RHDC, DMI, RHDI and DMW, exceeds the Maximum
Payment for that particular Class, then the Debtors or the
Reorganized Debtors, with the reasonable consent of a Majority of
Consenting Noteholders, will take any and all necessary steps to
facilitate the pro rata distribution of the relevant Maximum
Payment to the holders of Allowed General Unsecured Claims in the
Class including, without limitation, seeking the Court's approval
for setting reasonable reserves, if necessary, withholding
portions of any distributions and/or providing other distribution
mechanisms, as appropriate, pending the completion of the Claims
allowance and reconciliation process for the applicable Debtor or
Debtors.

A blackline copy of the October 7 Chapter 11 Plan is available
for free at http://bankrupt.com/misc/RHDOct1Plan.pdf

A blackline copy of the October 7 Disclosure Statement is
available for free at http://bankrupt.com/misc/RHDOct7DS.pdf

                           Plan Schedule

The Debtors ask the Court to determine that the Disclosure
Statement they submitted with the amended Plan of Reorganization
contains "adequate information" as defined in Section 1125(a)(1)
of the Bankruptcy Code.

R.H. Donnelley has arranged an Oct. 21 hearing for approval of a
revised disclosure statement.

The Debtors also ask the Court to approve procedures for the
solicitation and tabulation of votes to accept or reject
the Plan, including:

  (a) fixing October 30, 2009, as the voting record date for
      purposes of determining which Holders of Claims against
      and Interests in the Debtors are entitled to vote on the
      Plan,

  (b) approving solicitation packages and procedures for
      distribution of the Disclosure Statement; and

  (c) approving forms of ballots and establishing procedures for
      voting on the Plan.

The Debtors will provide a notice of the Confirmation Hearing
together with the Solicitation Package and publish it on The Wall
Street Journal and USA Today.  They previously asked the Court to
establish January 12, 2009, as the Confirmation Hearing Date with
December 17, 2009, as the Confirmation Objection Deadline.

                       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)


RONALD KEMP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ronald D. Kemp
        429 N Street, SW
        Washington, DC 20024

Bankruptcy Case No.: 09-00907

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       District of Columbia

Judge: Bankruptcy Judge S. Martin Teel, Jr.

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8659
                  Email: Richard@ginslaw.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Mr. Kemp.


SEMGROUP LP: Michigan Wants Payment of Interest for Tax Claims
--------------------------------------------------------------
The State of Michigan, Department of Treasury, asks the Court to
deny confirmation of SemGroup LP's Fourth Amended Joint Plan of
Reorganization because the Plan failed to address the Michigan
Department's previous objections.

The Michigan Department insists that the Plan does not provide
for the appropriate payment of interest on the Michigan
Department's administrative and priority tax claims if those
claims are not paid on the effective date of the Plan.  The
Michigan Department asserts that exculpation provisions under the
Plan should not apply to any violation of state statutes,
including tax laws pursuant to Sections 959 and 960 of Title 28
of the U.S. Code.  The Michigan Department continues that the
exculpation provisions under the Plan are too broad.  The
Michigan Department further asserts that "curing or waiving any
default" language should be included as adequate means for the
Plan's implementation.

                        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: Proposes ConocoPhillips' Claims Estimated at $0
------------------------------------------------------------
Pursuant to Section 502(c)(1) of the Bankruptcy Code, SemGroup LP
and its affiliates ask the Court to:

  (i) estimate certain contingent and unliquidated claims
      asserted by ConocoPhillips Company;

(ii) establish the maximum amount of those claims at zero;

(iii) find that ConocoPhillips does not hold a claim for
      purposes of effecting a setoff against certain escrowed
      funds tendered by ConocoPhillips pursuant to a tender
      order entered in ConocoPhillips' action against the
      Debtors; and

(iv) authorize the release of the tendered funds.

On significant roadblock in the Debtors' path toward
reorganization has been erected by certain non-creditors,
including ConocoPhillips, a net debtor of the Debtors' estates.

Ian Connor Bifferato, Esq., at Bifferato LLC, in Wilmington,
Delaware, reminds the Court that a critical condition to the
compromise among the Debtors, the Official Producers' Committee,
certain Producers, Bank of America, N.A., as administrative agent
to a consortium of lenders, and the Official Committee of
Unsecured Creditors, is that a $122 million in tendered funds is
to be released from escrow to fund payments to certain creditors
under the Fourth Amended Joint Plan of Reorganization.

However, ConocoPhillips is seeking to derail the reorganization
process by objecting to the release of the Tendered Funds, citing
that it may assert a claim against those funds on account of
breach of warranty and attorneys' fees, he argues.  The Debtors
simply do not have the ability to wait for litigation arising
from ConocoPhillips' claims to be resolved, he asserts.  Against
this backdrop, ConocoPhillips' contingent and unliquidated claims
must be estimated so that the Debtors may move forward with their
reorganization efforts, Mr. Bifferato points out.  The Debtors
thus believe that ConocoPhillips' claims should be estimated at
zero.

Mr. Bifferato contends that ConocoPhillips' claims for breach of
the warranty of good title do not presently exist since
ConocoPhillips has not been required to pay any third party for
the oil it purchased from the Debtors.  Even if ConocoPhillips'
breach of warranty claims were attributed some value that still
would not justify delaying the release of the Tendered Funds, he
asserts.  Similarly, ConocoPhillips' attorneys' fees claim is
predicated upon the successful prosecution of a breach of
warranty claim against the Debtors.  The events contingent to the
claims are so remote and speculative that the Court should
estimate ConocoPhillips' claims at zero, he asserts.  Having
finally turned over the tendered amounts to the Debtors,
ConocoPhillips should not be entitled to use setoff as a weapon
to hold up the release of the Tendered Funds and the Debtors'
reorganization efforts, he maintains.

The Debtors further ask the Court to shorten notice with respect
to the Motion to Estimate and schedule a hearing on the Motion to
Estimate for October 19, 2009, and objection deadline on
October 15, 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: Proposes Settlement Agreement with Fortis
------------------------------------------------------
SemGroup L.P. and its debtor affiliates seek the Court's
authority to enter into a settlement agreement with Fortis
Capital Corp. and Fortis Bank SA/NV.

Fortis Capital was a lender under an October 18, 2005 Credit
Agreement with the Debtors, and Bank of America, N.A., as
administrative agent.  In September 2007, SemCanada Energy
Company and Fortis Capital entered into an ISDA 2002 Master
Agreement, which governed certain commodity swap and option
transactions between SemCanada Energy and Fortis Capital.  In
June 2008, Fortis Bank and SemCrude, L.P., executed an ISDA 2002
Master Agreement governing an interest rate swap transactions of
SemCrude and Fortis Bank.

As of August 15, 2008, SemCanada Energy owed Fortis Capital
$225,426,990 with respect to transactions under the SemCanada
Energy ISDA.  Pursuant to its obligations under the SemCrude
ISDA, Fortis Bank owes SemCrude $1,178,000.  In March 2009,
Fortis Capital filed 24 Lender Swap Obligations Proofs of Claim
for over $225 million in the Debtors' estates.

The Debtors engaged in extensive negotiations with Fortis Capital
and Fortis Bank regarding resolution of, among others, the legal
and factual merits of the LSO Proofs of Claim.  The key terms of
the Settlement are:

  (a) the Debtors agree to allow $181,178,000 of Fortis
      Capital's proofs of claim as an Allowed Secured Working
      Capital Lender Claim under the Fourth Amended Joint Plan
      of Reorganization;

  (b) the Debtors agree to allow $44,234,887 of Fortis Capital's
      proof of claim as an Allowed Lender Deficiency Claim under
      the Plan;

  (c) Fortis Bank will pay SemCrude $1,178,000; and

  (d) the parties will grant each other full and final releases
      arising out of the LSO Proofs of Claim.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserts that the Settlement provides not
only resolution of any possible disputes among the Debtors,
Fortis Capital and Fortis Bank regarding the LSO Proofs of Claim,
the Settlement avoids costs and uncertainties of litigation.

The Debtors also ask the Court to shorten notice with respect to
the Motion to Approve Settlement and to schedule a hearing on the
Motion to Approve Settlement for October 26, 2009, with an
objection deadline on October 19.

                        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 J. Aron Claims Estimated at $0
-------------------------------------------------
Pursuant to Section 502(c)(1) of the Bankruptcy Code, the
Official Committee of Unsecured Creditors of SemGroup L.P. asks
the Court to:

  * estimate certain contingent and unliquidated claims asserted
    by BP Oil Supply Company and J. Aron & Company;

  * establish the maximum amount of the claims at zero;

  * find that J. Aron and BP Oil do not hold claims for
    purposes of effecting a setoff against certain escrowed
    funds previously tendered by J. Aron and BP Oil pursuant to
    separate tender orders entered in the actions commenced by
    J. Aron and BP Oil against the Debtors; and

  * authorize the release of the tendered funds.

Elizabeth A. Wilburn, Esq., at Blank Rome LLP, asserts that J.
Aron and BP Oil are seeking to derail the reorganization process
by asserting that the Tendered Funds cannot be released because
J. Aron and BP Oil may assert claims against those funds on
account of their purported claims of indemnification, attorneys'
fees, and breach of warranty.

Given that the claims are contingent and unliquidated, the Court
should estimate those claims under Section 502(c)(1), the
Creditors' Committee asserts.  Ms. Wilburn points out that J.
Aron's and BP Oil's claims are not reimbursable under applicable
agreements with the Debtors, which agreements provide
indemnification for protection and enforcing rights under the
agreement and asserting remedies.  J. Aron's and BP Oil's legal
fees have not been incurred for those purposes, she notes.

Similarly, J. Aron's and BP Oil's claims for breach of the
warranty of good title do not presently exist since J. Aron and
BP Oil have not been required to pay any third party for the oil
they purchased from the Debtors, Ms. Wilburn says.  Thus, J.
Aron's and BP Oil's claims should be estimated at zero.  In line
with J. Aron's and BP Oil's turnover of the Tendered Funds, they
should not be entitled to use setoff as a weapon to hold up the
release of the Tendered Funds and the Debtors' reorganization
efforts, she maintains.

In furtherance of the Committee's Motions to Estimate, Daniel P.
Cunningham, Esq., a partner at Quinn Emanuel Urquhart Oliver &
Hedges, LLP, counsel to the Committee, said that J. Aron and BP
Oil asserted that their breach of warranty claims against the
Debtors arising from oil and gas purchased from the Debtors
prepetition, are subject to indemnity provision set forth in
Section 11 of the 1992 Master Agreement of the International
Swaps and Derivatives Association, Inc.  However, he confirmed
that Section 11 is not intended to provided non-defaulting
parties with broad indemnification for claims arising under any
bridged agreements, in particular, breach of warranty claims in
connection with the purchase of a commodity.

The Committee further asks the Court to shorten notice with
respect to its Motions to Estimate and schedule a hearing on the
Motions to Estimate for October 19, 2009, and objection deadline
on October 15, 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)


SIERRA KINGS HEALTH: Files for Chapter 9 Bankruptcy Protection
--------------------------------------------------------------
Andrew Ward at Bond Buyers Article reports that the Sierra Kings
Health District in Reedley, California, has filed for Chapter 9
bankruptcy protection, after discovering that the proceeds of bond
sales in 2006 and 2007 were misused.  The Sierra Kings Health said
in its financial statements that it has been losing money since at
least 2006.  The Sierra Kings Health said in a material event
notice filed on the Municipal Securities Rulemaking Board's
Electronic Municipal Market Access system that with mounting
losses, the management spent some $1.7 million of bond funds on
operating expenses since in June 2008.

The Sierra Kings Health District is located about 30 miles
southeast of Fresno.  Its main asset is the 44-bed Sierra Kings
District Hospital in Reedley.


SIX WIVES: Film Owner Files Bankruptcy, Owes Actors
---------------------------------------------------
Six Wives LLC has sought bankruptcy protection in Tampa, Florida,
to avert foreclosure of its assets.  The Company filed for
Chapter 11 on Oct. 14 (Bankr. M.D. Fla. Case No. 09-23344), two
days before the foreclosure. The Company listed about $7.2 million
in debt and about $12 million in assets.

Based in Riverview, Florida, Six Wives LLC owns the rights to the
film "The Six Wives of Henry LeFay." "The Six Wives of Henry
LeFay," is a comedy with a cast including Tim Allen, Elisha
Cuthbert.

Six Wives owes Mr. Allen $400,000 for his contract, and other
actors, and Michael Gould, the movie's writer and director,
"unknown" amounts.

The Company had losses totaling about $9.5 million for 2007 and
2008.


SMIDTH & CO: No Excusable Neglect for Tardy Proof of Claim
----------------------------------------------------------
WestLaw reports that a property owner's failure to file a timely
proof of claim seeking contribution for environmental remediation
in a prior owner's Chapter 11 proceeding was not the result of
excusable neglect.  The claim represented between 20% and 51% of
assets available for distribution under the confirmed plan.
Allowance of the claim would necessitate extensive litigation.
The owner delayed informing state authorities and the debtor about
its purchase of the property to avoid responsibility for the
clean-up.  In re Smidth & Co., --- B.R. ----, 2009 WL 704062
(Bankr. D. Del.) (Gross, J.).

The contaminated property is located at One Kullman Corporate
Center Campus in Lebanon, New Jersey (previously known as 23
Cherry Street).  Smidth owned the Property until 1982, when it
sold it to Cincinnati Gear Company, who in 1998, sold it to
Kullman Industries, Inc.  Kullman, in turn, tumbled into chapter
11 (Bankr. D. N.J. Case No. 05-60002), sold the property to
Kullman Building Corp. fka LI Acquisition Corp. in February 2006,
and obtained confirmation of its Second Amended Chapter 11 Plan of
Liquidation in March 2007.

Smidth & Co. fdba F.L. Smidth & Co. sought Chapter 11 protection
(Bankr. D. Del. Case No. 08-10516) on March 19, 2008, represented
by Christopher Page Simon, Esq., and Kevin Scott Mann, Esq., at
Cross & Simon, LLC, in Wilmington, and estimating assets of more
than $1 million and liabilities of less than $1 million.  The
Bankruptcy Court confirmed a Plan of Liquidation for Smidth & Co.
on November 18, 2008.


SS&C TECHNOLOGIES: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard and Poor's affirmed its 'B+' corporate credit rating on
SS&C Technologies Inc.  S&P revised the rating outlook to Stable.


SPANSION INC: ChipMOS May Solicit Bids for Wafers
-------------------------------------------------
ChipMOS TECHNOLOGIES, Inc., asks the Court to lift the automatic
stay to foreclose its possessory lien on 20,327 semiconductor
wafers.  On September 15, 2005, ChipMOS entered into a services
agreement whereby it provided wafer sort services to the Debtors.

Section 1, Article 928 and Article 936 of the Civil Code of the
Republic of China provides a statutory framework for creditors to
create, perfect and enforce a statutory lien on property of a
debtor held by a creditor, notes Rafael X. Zahralddin-Aravena,
Esq., at Elliott Greenleaf, in Wilmington, Delaware, attorney for
ChipMOS.  Mr. Zahralddin-Aravena says it is unclear if the
Bankruptcy Code applies to the wafer inventory due to its location
in the Republic of China.  Out of an abundance of caution, he
notes, ChipMOS is asking the Court to lift the stay to foreclose
its possessory lien.

Results of the inspection by China Industrial & Commercial
Research Institute show that the fair market value of the 20,327
wafers is valued between $2,292,780 and $7,912,340, Mr.
Zahralddin-Aravena says.

In response to the proposal, the Debtors contended that ChipMOS
TECHNOLOGIES, INC., cannot assert a statutory possessory lien
under the more favorable provisions of Taiwanese law where it has
previously negotiated a choice-of-law provision providing for the
resolution of matters arising out of the Testing Agreement
according to the laws of the state of New York.  According to the
Debtors, ChipMOS has no right to the requested relief, and its
Motion should be denied.

According to a court document recently filed with the Bankruptcy
court, the Debtors relate that they have agreed with ChipMOS
TECHNOLOGIES, INC., regarding limited relief from automatic stay.
The Stipulation provides that ChipMOS, and its designated broker
or representative, will have limited relief from the automatic
stay to solicit bids for the sale of the Wafers, and to sell
Wafers, to a bidder subject to these conditions:

  (a) The Wafers will be sold according to procedures
      established under the laws of the Republic of China.

  (b) Because the Wafers have not undergone Final Testing and
      Assembly, and will not undergo Final Testing and Assembly
      prior to the Sale, the Debtors have not made, and are not
      now making, any representation or warranty or extending
      any guaranties, in each case of any kind or character,
      express or implied, oral or written, past, present or
      future, to ChipMOS or any potential buyer with respect to
      the Wafers or the Chips, including with respect to their
      merchantability or fitness for any Buyer's intended use or
      purpose, or any other representation or warranty.

  (c) As a condition precedent to the sale of the Wafers,
      ChipMOS agreed to notify any potential buyer that (i) the
      Wafers have not undergone Final Testing and Assembly; (ii)
      Final Testing historically discloses a certain percentage
      of Wafers and Chips that contain defects or are otherwise
      unfit for use; (iii) the Debtors cannot and do not know of
      any patent or latent defects in the Wafers nor the Wafers'
      general merchantability or fitness for a particular use;
      (iv) only the Debtors have the capability to perform Final
      Testing and Assembly; and (v) there are no representations
      or warranties being made with respect to the Wafers by any
      party other than ChipMOS should it choose to make any
      representations or warranties, specifically including that
      there are no manufacturer representations or warranties of
      any kind.

  (d) To the extent that the Wafers are marked as branded or
      designated as being manufactured by, designated by, or
      associated with the Debtors, that preexisting Spansion
      branding will not constitute any representation or
      warranty on behalf of the Debtors including, without
      limitation, with respect to the merchantability or fitness
      for any Buyer's intended use or purpose, of the Wafers or
      Chips.

  (e) The Debtors will not be required to provide any services
      or assistance to Buyer prior to or following the sale of
      the Wafers including, but not limited to, (i) technical
      support, (ii) general information, (iii) wafer assembly,
      (iv) wafer testing, including the sort test program, and
      (v) any other products, programs or processes involving
       the Debtors' intellectual property.

  (f) ChipMOS will not provide any services or assistance to the
      Buyer prior to or after the sale of the Wafers involving
      (i) wafer testing, including the Sort Test Program, or
      (ii) any other products, programs or processes involving
      the Debtors' intellectual property.

  (g) If the sale is to a Buyer other than the Debtors, the
      Wafers will be sold free and clear of any and all liens,
      claims and interests in and to the Wafers.

  (h) If the Debtors are not the Buyer, the Debtors do not grant
      the Buyer any license to use any of the Debtors'
      intellectual property which is used in the manufacture of
      the Wafers or embedded in the Wafers.

  (i) ChipMOS, as well as any designated brokers or
      representatives, agree to provide all prospective Buyers
      with written notice of the conditions to the Sale.

The Official Committee of Unsecured Creditors and the Ad Hoc
Consortium of Floating Rate Noteholders consented to the
Stipulation.

Consequently, Judge Carey approved the parties' stipulation.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes to Reject Arm Ltd. Contract
--------------------------------------------------
Spansion and ARM Limited are parties to an ARM7TDMI-S Core Annex
effective September 30, 2005.  Under the ARM7 Annex, ARM licenses
to Spansion certain technology relating to 32-bit ARM processor
designs.  The ARM7 Annex was entered into under a larger
Technology License Agreement Number 00246 between the parties,
pursuant to which ARM licenses other technologies to Spansion.

The Debtors relate that although they originally acquired the
ARM7 Annex license with the intent to use the technology in
future products, Spansion no longer plans to develop products
using the technology and has not integrated the ARM7 technology
into any current product lines.  Thus, the Debtors aver that the
assumption of the ARM7 and payment of a $700,000 cure amount
associated with that contract is not in the best interest of the
Debtors' estates and would be wasteful of the Debtors' limited
resources.  The Debtors assert that by rejecting the ARM7 Annex,
they can avoid future payments associated with that agreement,
estimated at an additional $200,000.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes to Reject Japan Unit Foundry Pact
--------------------------------------------------------
Spansion Inc., and its debtor affiliates seek the Court's
authority to reject a Second Amended and Restated Foundry
Agreement, dated as of March 2007, with Spansion Japan Limited.

Spansion LLC and Spansion Japan are parties to the Foundry
Agreement pursuant to which Spansion Japan manufactures
integrated flash memory circuits for the Debtors.  The pricing
under the Foundry Agreement was based on a "cost plus" formula
that resulted in a price per unit well in excess of the
prevailing prices in the market.  Historically, Spansion Japan,
which is 100% owned by Spansion LLC, was centrally managed with
Spansion LLC and its affiliates.

On February 10, 2009, Spansion Japan filed a proceeding under the
Corporate Reorganization Law of Japan to obtain protection from
Spansion Japan's creditors.  The Spansion Japan Proceeding was
formally commenced on March 3, 2009, when the Tokyo District
Court entered the commencement order and appointed the incumbent
represented director of Spansion Japan as trustee.  As a result
of the Spansion Japan Proceeding, Spansion Japan is no longer
centrally managed with the Debtors' global operations.  In
addition, due to Spansion Japan's insolvency, any above-market
amounts that would be paid by Spansion LLC to Spansion Japan
under the Foundry Agreement would effectively become trapped in
Spansion Japan's bankruptcy estate and would not inure, whether
directly or indirectly, to the Debtors' benefit as had been the
case prior to the Spansion Japan Proceeding.

Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, relates that since the commencement of the Spansion
Japan Proceeding, the Debtors have engaged in numerous
discussions with Spansion Japan and those administering its
bankruptcy estate concerning the terms under which Spansion LLC
would be willing to continue its commercial relationships with
Spansion Japan.  In these discussions, Ms. Ross notes, the
Debtors have consistently stressed that they could not and would
not continue that relationship on the original terms of the
Foundry Agreement due to, among other things, the above-market
pricing.  Thus, the Debtors have insisted that the Foundry
Agreement be amended to make it commercially justifiable for
Spansion LLC as a condition to maintaining their commercial
arrangements with Spansion Japan.

On May 20, 2009, Spansion LLC and Spansion Japan negotiated the
terms of an amendment to the Foundry Agreement, which terms
included:

  (a) a modification of the pricing terms of the Foundry
      Agreement, retroactive to March 3, 2009, so that they more
      closely conform to market prices;

  (b) the establishment of production levels that are more in
      line with the Debtors' global needs; and

  (c) shortened payment terms for Spansion LLC.

Ms. Ross tells the Court that after the parties had agreed upon
the terms of the Amendment, Spansion Japan netted the amounts it
owed Spansion LLC for the month of March under the FASL Japan
Distribution Agreement against the amounts Spansion LLC owed to
Spansion Japan for the month of March under the Foundry Agreement
based on the pricing terms agreed to in the Amendment, and
remitted the difference to Spansion LLC as to the March
Settlement Payment.  This same process was subsequently followed
to settle payments due between the parties for activity in the
month of April, Ms. Ross adds.

However, Ms. Ross notes, after the Settlement Payment for April
2009 activity, which was made during the week of June 29, 2009,
Spansion Japan has taken a number of steps that indicate that it
might not honor the terms of the Amendment, but instead might
seek to enforce the pre-Amendment terms of the Foundry Agreement.
For example, no Settlement Payment has been made for activity in
May or thereafter.  Ms. Ross relates that Spansion Japan
continues to delay making that payment, while balking at
executing the Amendment, making statements questioning the
validity of the Amendment and threatening to enforce the pre-
Amendment pricing terms of the Foundry Agreement.  According to
Ms. Ross, the difference between the pricing terms originally set
forth in the Foundry Agreement and those in the Amendment would
equate to tens of millions of dollars in additional postpetition
costs for Spansion LLC.

In light of the ongoing assertions by Spansion Japan and GE
Financial Services Corporation that the pricing under the Foundry
Agreement is still binding on the Debtors, the Debtors have
determined to reject the Foundry Agreement.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Samsung, ITC Appeal Stay Order on Infringement Probe
------------------------------------------------------------------
Samsung Electronics Co., Ltd., informs the U.S. Bankruptcy Court
for the District of Delaware that it will take an appeal to the
U.S. District Court for the District of Delaware from the
October 1, 2009 Memorandum Opinion and Order issued by Judge Kevin
J. Carey, granting motions filed by the Ad Hoc Consortium of
Floating Rate Noteholders and Masao Taguchi seeking, among other
things, a determination that the automatic stay applies to an
investigation being conducted by the United States International
Trade Commission.

The United States International Trade Commission informs the U.S.
Bankruptcy Court for the District of Delaware that it will also
take an appeal of the Oct. 1 Order by the Bankruptcy Court.

Pursuant to the Court's October 1, 2009 Order, Judge Carey
concluded that Samsung violated the automatic stay of Section 362
of the Bankruptcy Code by filing the Samsung Action to enforce
postpetition patent infringement claims against the Chapter 11
Debtors and the Foreign Debtor.  Judge Carey held that the
Samsung Action does not fall within the police and regulatory
powers exception to the automatic stay.

Samsung Electronics Co., Ltd., filed a complaint on July 31,
2009, against Spansion International, Inc., and Dr. Reinhard
Weigl, in his capacity as business representative of the German
branch of Spansion International.  Samsung's claims in the German
Action concern alleged patent infringements arising out of the
manufacture and sale of flash memory chips.  Samsung alleges that
Spansion International's infringing conduct began on March 2,
2009, the day after the Petition Date.

The Debtors aver that they did not begin any infringing conduct on
March 2, 2009.  The Debtors maintain that they did not introduce
any new or modified products on that day or engage in any new or
different business activities from those activities that they had
engaged in prior to the Petition Date.  According to the Debtors,
their conduct that is the alleged basis for the German Complaint
predated March 2, 2009, by months.

Thus, the Debtors asked the Court to, among other things, enforce
the automatic stay against Samsung with respect to the prosecution
of the German Complaint.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STERLING FINANCIAL: Appoints Eisenhart as Non-Executive Chairman
----------------------------------------------------------------
Sterling Financial Corporation, the bank holding company of
Sterling Savings Bank and Golf Savings Bank, on October 14
announced the appointment of Sterling Financial Corporation
director William L. Eisenhart as non-executive chairman of its
board of directors.  It also announced the promotion of J. Gregory
"Greg" Seibly to acting president and chief executive officer of
Sterling Financial Corporation and the promotion of Ezra A.
Eckhardt to acting chief operating officer of Sterling Financial
Corporation.

Mr. Seibly, 46, was also named acting chief executive officer of
Sterling Savings Bank and acting chief executive officer of Golf
Savings Bank.  Mr. Eckhardt, 39, was also promoted to acting
president of Sterling Savings Bank.  In addition, Donn C. Costa,
47, was promoted from executive vice president to acting president
of Golf Savings Bank.

Mr. Seibly, Mr. Eckhardt and Mr. Costa have assumed the full
responsibilities of their roles, effective immediately.  They will
serve as acting executives until their appointments receive final
approval from Sterling's regulators, who have been informed of the
appointments.

Mr. Eisenhart, 57, has served as an independent member of
Sterling's board and chair of its audit committee.  Mr. Seibly
joined Sterling Savings Bank in 2007 and has served as its
president.  Mr. Eckhardt joined Sterling Savings Bank in 2004 and
has served as its executive vice president and chief operating
officer.

"The board is committed to taking the actions necessary to respond
to the challenges that face Sterling and many other banks in the
Pacific Northwest.  As a crucial next step, the board is bringing
in a new generation of management to lead the efforts to
strengthen Sterling's capital and liquidity positions, work
through our problem loans and put into place processes to improve
credit quality going forward," said Mr. Eisenhart.

"Greg is the right person to navigate this difficult economic
environment and lead our efforts to position the bank safely for
future prosperity.  Since joining Sterling, Greg has put into
place a successful deposit strategy that is enhancing the bank's
liquidity and lowering the bank's cost of funding, and he has
built on our traditions of Hometown Helpful(R) customer service,"
continued Mr. Eisenhart.

Mr. Eisenhart also announced the departure of Harold B. Gilkey,
70, who co-founded Sterling in 1983, from his roles as chairman of
the board, president and chief executive officer of Sterling
Financial Corporation, as a director of Sterling Savings Bank, and
as chief executive officer and a director of Golf Savings Bank.
Mr. Eisenhart also announced the departure of Heidi B. Stanley,
53, from her positions as chairman of the board and chief
executive officer of Sterling Savings Bank and from the board of
Sterling Savings Bank.  Ms. Stanley joined Sterling in 1985 and
served as chief executive officer of Sterling Savings Bank since
2008 and as its chairman since 2009.

"Harold did what many banking executives strive to do but few
accomplish.  He created a successful, customer-focused regional
banking franchise," said Mr. Eisenhart.  "Heidi played a central
role in the growth of Sterling and was responsible for developing
a core of highly experienced bankers who today are providing
superior service in communities across the bank's five-state
footprint," Mr. Eisenhart added.

                    About William L. Eisenhart

William Eisenhart, 57, has served as a director of Sterling
Financial Corporation since January 2004 and is chair of the
board's audit committee.  He serves as an independent financial
consultant to privately held and publicly traded companies on
investment banking matters.  Previously, Mr. Eisenhart was a
managing director at Dain Bosworth, Inc., in Seattle; a partner in
corporate finance for Cable Howse & Ragen in Seattle; and vice
president of corporate finance at Goldman, Sachs & Co. in New
York.  Currently, he serves as a member of the Finance Committee
of the YMCA of Greater Seattle, and is co-chair of the Schools and
the Scholarship Committee of the Harvard Club of Seattle.
Mr. Eisenhart received a bachelor's degree from Harvard College
and an MBA from the University of Chicago.

                   About J. Gregory "Greg" Seibly

Greg Seibly, 46, was appointed president of Sterling Savings Bank
in January 2009.  He joined Sterling in 2007 as executive vice
president and chief production officer with more than 20 years of
experience in the financial industry.  Before joining Sterling,
Mr. Seibly was the president of U.S. Bank -- California.  He has
also held executive-level positions in commercial banking at Wells
Fargo Bank and in healthcare finance at Bank of America.
Mr. Seibly currently serves on the executive board of the Boy
Scouts of America -- Inland Northwest Council and the board of the
United Way of Greater Spokane.  He received his bachelor's degree
in business administration and finance from Indiana University.

                       About Ezra A. Eckhardt

Ezra Eckhardt, 39, was appointed executive vice president and
chief operating officer of Sterling Savings Bank in January 2009
and served as chief administrative officer.  He joined Sterling in
August 2004.  His prior experience includes general management,
operations, leadership and continuous improvement work at
Microsoft, Honeywell and the U.S. Army.  Mr. Eckhardt is an
adjunct professor at the Gonzaga University Graduate School of
Business, a member of the Greater Spokane Incorporated Higher
Education Leadership Group, and a member of the board of directors
for the Spokane affiliate of Habitat for Humanity.  He is a
distinguished graduate of the U.S. Military Academy at West Point.
Eckhardt also has earned an MBA from Gonzaga University and has
advanced training in applied statistics from the Rochester
Institute of Technology.

                        About Donn C. Costa

Mr. Costa, 47, was appointed executive vice president of Golf
Savings Bank in July 2006, when it was acquired by Sterling
Financial Corporation.  Prior to the acquisition, Mr. Costa was
president of Lynnwood Financial Corporation, the parent company of
Golf Savings Bank.  He is a member of Golf Savings Bank's Asset &
Liability and Personnel & Lending Committees.  Mr. Costa is
currently on the Seattle Mortgage Bankers Association board of
directors and the board of the Washington Mortgage Lenders
Association.  He received a Bachelor's degree in Business
Administration from Washington State University in 1985.

                     About Sterling Financial

Sterling Financial Corporation of Spokane, Washington --
http://www.sterlingfinancialcorporation-spokane.com/-- is the
bank holding company for Sterling Savings Bank, a commercial bank,
and Golf Savings Bank, a savings bank focused on single-family
mortgage originations. Both banks are state chartered and
federally insured. Sterling offers banking products and services,
mortgage lending, construction financing and investment products
to individuals, small businesses, commercial organizations and
corporations.  As of June 30, 2009, Sterling Financial Corporation
had assets of $12.40 billion and operated more than 175 depository
branches throughout Washington, Oregon, Idaho, Montana and
California.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 20, 2009,
Sterling Financial, "as part of its ongoing strategy to manage
through the current economic cycle," has deferred regularly
scheduled interest payments on its outstanding junior subordinated
notes relating to its trust preferred securities.  Sterling also
announced the deferral of regular quarterly cash dividend payments
on its $303 million in preferred stock.  Sterling is allowed to
defer payments of interest on the junior subordinated notes for up
to 20 consecutive quarterly periods without default.


STERLING PLAZA: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sterling Plaza of Shawano, LLC
        1444 E. Green Bay St.
        Shawano, WI 54166

Bankruptcy Case No.: 09-34790

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin

Judge: Margaret Dee McGarity

Debtor's Counsel: Paul G. Swanson, Esq.
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456
                  Email: pswanson@oshkoshlawyers.com

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

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

According to the schedules, the Company has assets of $1,815,115,
and total debts of $2,288,164.

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/wieb09-34790.pdf

The petition was signed by Terry V. Anderson, president and member
of the Company.


TALECRIS BIOTHERAPEUTICS: Moody's Lifts Corporate Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Talecris
Biotherapeutics Holdings Corp. (Corporate Family Rating to Ba3
from B2) following the company's IPO and subsequent de-leveraging.
In addition, Moody's assigned a B1 rating to the company's new
$550 million senior unsecured note offering, proceeds from which
will be used largely to repay outstanding borrowings under the
company's first and second lien term loans.  Moody's also assigned
a Speculative Grade Liquidity rating of SGL-3.  Moody's expect to
withdraw existing term loan ratings once this transaction closes.
Concurrent with the ratings upgrade, the rating outlook is now
stable.

The Ba3 CFR rating reflects Moody's expectation that Talecris will
maintain lower leverage following its IPO and that flexibility
will improve with the refinancing of term loans and amendments to
its asset backed revolving credit facility.  Importantly, these
changes result in the removal of restrictive step-down covenants
and ease limitations on capital expenditures, which frees the
company to invest in the business and increase capacity to meet
demand.

Diana Lee, a Senior Credit Officer at Moody's said, "Talecris'
successful IPO and subsequent deleveraging materially improve the
credit profile of the company." "While Moody's view recent
developments favorably, Talecris is now entering a new phase in
its lifecycle, where expansion of manufacturing capabilities is
critical," Lee continued.

The stable outlook incorporates Moody's assumption that the
company will be able to significantly increase cash flow
generation in order to fund its higher capital spending program
without adding debt.

The last credit action for Talecris occurred on September 9, 2009,
when the company's Corporate Family Rating was upgraded to B2 from
B3 with a positive outlook.

Ratings assigned:

Talecris Biotherapeutics Holdings Corp.

* New senior unsecured notes at B1, LGD4, 68%
* Speculative grade liquidity rating of SGL-3

Ratings upgraded and simultaneously reassigned to new borrowing
entity:

Talecris Biotherapeutics Holdings Corp.

* Corporate Family Rating to Ba3 from B2
* PDR to Ba3 from B2

Ratings to be withdrawn upon close:

Talecris Biotherapeutics, Inc.

* 1st lien Term Loan at B1, LGD3, 38%
* 2nd Lien Term Loan at Caa1, LGD5, 89%

Talecris Biotherapeutics, Inc., is a leading global manufacturer
of plasma-derived, protein-based products for individuals
suffering from life-threatening diseases.  Talecris began
operations on April 1, 2005, when the U.S. assets of Bayer AG's
worldwide plasma derived products business were acquired by
financial sponsors, Cerberus Capital Management and Ampersand
Ventures.


TAVERN ON THE GREEN: San Francisco Project Failed to Materialize
----------------------------------------------------------------
Tavern on the Green LP's plan for a 43,000-square-foot,
$10 million branch overlooking Yerba Buena Gardens was never
finalized, Sajid Farooq at NBC Bay Area reports, citing supposed
insider GlobeSt.  According to NBC, Tavern on the Green
representatives had said that they were still hopeful they would
be able to open in San Francisco.  GlobeSt posted on its Web site
that "[Tavern] never made a firm commitment to open, at the
Metreon and that such a commitment is now on indefinite hold as
the restaurateur winds down its Central Park operation under
Chapter 11."

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  The Company filed for
Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-
15450).  It listed assets and debts of as much as $50 million
each.


TAVERN ON THE GREEN: Union Backs Delay of Central Park Eviction
---------------------------------------------------------------
Tavern on the Green LP has asked for a temporary restraining order
in U.S. Bankruptcy Court that would allow them to delay turnover
of the lease of its popular restaurant in Central Park, for 90 days after
January 1, 2010.

In August, New York awarded the lease for 20 years starting
Jan. 1 to restaurateur Dean Poll, who runs the Boathouse
Restaurant in Central Park.

Gothamist says that the union is supporting the delay, which will
let Tavern operate in December 2009, and then conduct an onsite
auction of their assets, which were valued by an appraiser at
$8.171 million.

Gothamist relates that Tavern said that they can't turn over the
lease on January 1, 2010, without closing before December 2009,
which may result in the laying off of workers during the holiday
season.

Dean Poll said that he wanted to renovate the place in phases over
a period of four years while keeping the restaurant and the
banquet hall open, but his lawyer said that a three-month delay
would make a lengthier closing for construction work necessary,
Gothamist states.  Citing the lawyer, Gothamist relates that Mr.
Poll would give "serious consideration to closing the restaurant
for two years while he undertakes renovation work."  Mr. Poll
previously told Tavern's workers that he wouldn't honor the
previous labor contract, according to the report.

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  The Company filed for
Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-
15450).  It listed assets and debts of as much as $50 million
each.


TDK INVESTMENTS: Chapter 11 Case Summary & Unsecured Creditor
-------------------------------------------------------------
Debtor: TDK Investments
        1850 S. 10th Street #14
        San Jose, CA 95112

Bankruptcy Case No.: 09-58722

Chapter 11 Petition Date: October 13, 2009

Court: United States Bankruptcy Court
       Northern District of California

Debtor's Counsel: Alfred S. Wright, Esq.
                  Law Offices of Alfred S. Wright
                  55 E Empire St.
                  San Jose, CA 95112
                  Tel: (408) 288-5861
                  Email: alfredwrght@yahoo.com

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

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

The Debtor identified China Trust Bank USA with a deed of trust
claim for $4,858,171 (Value: $0; Net Unsecured: $4,858,171) as its
largest unsecured creditor. A full-text copy of the Debtor's
petition, including a list of its largest unsecured creditor, is
available for free at:

             http://bankrupt.com/misc/canb09-58722.pdf

The petition was signed by John Dean Tran, president of the
Company.


TEAM HEALTH: S&P Changes Outlook to Positive; Affirms 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Team Health Inc. to positive from stable and affirmed
the 'B+' corporate credit rating.

"The speculative-grade rating on Knoxville, Tenn.-based Team
Health Inc., which operates in the fragmented physician staffing
industry, predominantly reflects the company's narrow operating
focus and relatively thin operating margins," said Standard &
Poor's credit analyst Rivka Gertzulin.  Team Health is exposed to
potential reimbursement and earnings pressures, including
fluctuations in professional liability costs, patient volumes, and
bad debt from self-insured patients.  Team Health's financial risk
profile is aggressive, although it can improve if the company
continues to reduces debt, possibly aided by a planned IPO.

While Team Health is a leading nationwide provider of outsourced
emergency room physician staffing, it operates in a highly
fragmented industry where it holds less than a 10% market share.
Government reimbursement rates for its services have historically
been uncertain and currently physician fees are scheduled for a
substantial reduction on Jan. 1, 2010, absent congressional
action; Medicare accounts for approximately 24% of net revenues.
Although the remainder of its revenue is from commercial payors,
managed care companies, and hospital subsidies, tight government
reimbursement has contributed to thin operating margins.
Moreover, the continuation of favorable commercial payor trends
remains uncertain, notwithstanding Team Health's ability to
request a hospital subsidy when reimbursement is reduced.

Team Health concentrates on large, high-volume hospital clients.
Switching costs are low and clients can easily move contracts to
another provider.  The company has increased its average fee-for-
service revenue per visit during the past several years.  Still,
the same contract growth rate has slowed considerably since 2005,
partly because of the persistent increase in bad debt, lower
patient volume increases, and smaller rate increases.  The
company's same-contract revenue increased 4.5% in 2008 down from
9% in 2005.  Team Health has very high levels of bad debt mostly
from self-insured patients, characteristic of companies that serve
emergency room patients.


TH PROPERTIES: Builds More Houses, Angers Montgomery Residents
--------------------------------------------------------------
myfoxphilly.com reports that TH Properties LP has angered
residents of an unfinished Montgomery County development when it
began building more houses.  According to myfoxphilly.com, the
residents found out that there's little help coming their way.
Citing township officials, myfoxphilly.com relates that
contractors are working late into the night to complete another
home at the end of Centennial, which is  one of two homes the
bankruptcy court ordered T.H. Properties to finish to construct
three new houses to turn a profit.   According to the report,
State Rep. Mike Vereb and township officials said that they
haven't found any legal recourse yet to force the developer to
take care of Burbank Grove or Kingston Hill homeowners first.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


TOUSA INC: Court OKs Plan Exclusivity Until October 31
------------------------------------------------------
Judge John K. Olson of the United States Bankruptcy Court for the
Southern District of Florida entered an order approving a
stipulation entered among TOUSA Inc. and its debtor affiliates,
Citicorp North America, Inc., as administrative agent under the
Debtors' prepetition Revolving Credit Facility and First Lien
Term Loan; the First Lien Lenders; Wells Fargo Bank, N.A., as
successor administrative agent under the Second Lien Term Loan;
the Second Lien Term Loan Lenders; and the Official Committee of
Unsecured Creditors, regarding the exclusive periods during which
only the Debtors may file a Chapter 11 plan and solicit
acceptances of that plan.

Pursuant to the exclusivity stipulation, the Debtors, the Secured
Lenders and the Committee agree that none of them will propose a
Chapter 11 plan or vote in favor of or support any Chapter 11
plan until 30 days from the earlier of:

  (i) the conclusion of the trial in the action commenced by the
      against the Debtors' secured prepetition lenders,
      including any post-trial submissions;

(ii) the entry of any order or series of orders approving the
      settlement of, or disposing of, the entirety of the
      Committee Action; or

(iii) a determination in the appeal of the Committee from Judge
      Olson's order dismissing the Committee's claims under the
      Revolver Credit Facility entered on February 25, 2009,
      pending before the United States District Court for the
      Southern District of Florida;

but in any event no later than October 31, 2009.

                         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)


TOUSA INC: Wants Access to Cash Collateral Until January
--------------------------------------------------------
TOUSA Inc. and its units seek the Bankruptcy Court's permission to
use their prepetition lenders' cash collateral for the period from
November 1, 2009 to January 31, 2010.

The Debtors are currently authorized to use the Cash Collateral
until October 31, 2009, pursuant to the Fourth Cash Collateral
Order.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that because the Court has not yet entered a
decision in the action initiated by the Official Committee of
Unsecured Creditors against the Debtors' prepetition secured
lenders, the Debtors, the Prepetition Lenders and the Committee
are in discussions as to the terms of an agreed order that would
permit the Debtors to continue to use Cash Collateral on terms
substantially similar to the terms contained in the Fourth Cash
Collateral Order through January 31, 2010.  The Debtors say they
intend to provide additional information regarding the proposed
terms of the Cash Collateral use to the Court and other parties-
in-interest on October 12, 2009.  No supplements have been made
available in the Court dockets as of press time.

Mr. Singerman stresses that it is critical that the Debtors
maintain access to Cash Collateral to permit them to implement
their revised business plan and ultimately formulate a Chapter 11
plan of reorganization.

At the Debtors' request, the Court will consider interim approval
of the Debtors' Cash Collateral Motion on October 15, 2009.

In a notice dated October 13, 2009, Mr. Singerman said that the
parties are reviewing the Cash Collateral Motion in light of
final judgment recently entered by the Court in favor of the
Committee entered in the Committee Action.

                         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)


TOUSA INC: Zuckerman Group Dismisses Claims Against Tousa Homes
---------------------------------------------------------------
Based on a settlement agreement between The Zuckerman Group,
Inc., and Tousa Homes, Inc., approved in March 2009, Zuckerman
Group, Tousa Homes and Universal Land Title Inc. submitted to the
Court a stipulation voluntarily dismissing Zuckerman Group's
complaint against Tousa Homes and Universal Land.

The Court formally closed Zuckerman's Adversary Complaint against
Tousa Homes and Universal Land on October 8, 2009.

The Settlement, approved by the Court, resolved:

  (i) the appeal of Meadow Run at Palm City, LLC, also known as
      Zuckerman, to the order approving first amendment to a Lot
      Purchase and Sale Agreement with Philip Frey; and

(ii) the state court litigation involving TOUSA Homes, Inc. and
      The Zuckerman Group, Inc.

To recall, TOUSA Homes and Mr. Frey as trustee for the Frey
Living Trust entered in June 2008 into a First Amendment of a Lot
Purchase and Sale Agreement in which TOUSA Homes will sell 20
residential lots in the community known as Meadow Run, located in
Martin County, Florida, for $3 million.  In line with the
proposed sale of the Lots, the Debtors sought to reject unexpired
leases including a Termination of Agreement to Purchase between
TOUSA Homes and Meadow Run at Palm City, LLC.  Subsequently,
Meadow Run raised certain concerns regarding the rejection of the
Meadow Run Contract.  The Debtors then removed the Meadow Run
Contract from the Rejected Contracts list and advised Meadow Run
that they would not sell the Lots without resolving any
objections to the proposed sale notice.  Meadow Run then filed an
objection to the Proposed Sale.  The Debtors thereafter filed a
motion for approval of the First Amendment contemplating the sale
of the Lots, free and clear of liens, including Meadow Run's
interest.  The Court granted the Sale Motion despite Meadow Run's
supplemental objection.  Meadow Run took an appeal of the Sale
Order to the U.S. District Court for the Southern District of
Florida.  During the pendency of Meadow Run's Appeal, the Sale of
the Lots was consummated and due to the closing of the sale, the
Debtors filed a motion to dismiss the Appeal.

Zuckerman filed an action against TOUSA Homes and Universal Land
Title Inc. in the 17th Judicial Circuit for Broward County,
Florida.  In its complaint, Zuckerman alleged that Zuckerman
Livingston, LLC, and Tousa Homes were parties to an agreement
wherein Livingston sold 590 residential lots to the Debtor for $59
million.  The Debtor had agreed to sell 208 of those lots, which
Zuckerman paid $100,000 as deposit and provided the Debtor and
Universal Land a $850,000 letter of credit set to expire in July
2007.  The purchase price for the 208 Lots was to be calculated
using a formula set forth in the Purchase Contract.  Zuckerman
complained that the Debtor later impermissibly attempted to
increase the purchase price to a substantially higher price than
the price noted in the Purchase Contract.  As there was no meeting
of the minds as to the essential term of the Purchase Contract,
the Purchase Contract is void, Zuckerman insisted.  Zuckerman thus
sought the return of $850,000 from the Debtor and Universal Land
and a declaratory judgment against the Debtor with respect to the
lot purchase price under the Purchase Contract.  The State Court
Action has been removed to the U.S. Bankruptcy Court for the
Southern District of Florida as an adversary proceeding pursuant
to the Debtors' request.  Moreover, Zuckerman has filed a motion
to abstain and remand the State Court Action to which the Debtors
responded.

The salient terms of the Settlement Agreement are:

  1. Universal Land as escrow agent will release (i) $475,000 to
     Zuckerman and (ii) the remaining deposit, including
     interest, to the Debtors;

  2. Upon receipt of the Settlement Payment, Meadow Run is
     deemed to have withdrawn its Appeal;

  3. Upon receipt of the Settlement Payment, the Debtors' Notice
     of Removal and Zuckerman's Motion to Remand are deemed to
     be withdrawn and the Zuckerman Adversary Proceeding is
     deemed to be closed;

  4. Upon receipt of the Settlement Payment, Zuckerman's
     asserted $850,000 Claim against the Debtors is deemed
     disallowed and expunged in its entirety; and

  5. Parties agree to exchange mutual releases.

The Debtors maintained that the Settlement Agreement will have
minimized the potentially large expense associated with
litigating matters with Zuckerman.  More importantly, the
Settlement Agreement brings a finality to the sale of the Lots
and relieves the uncertainty associated with litigation, the
Debtors pointed out.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIBUNE CO: Chicago Cubs Files Schedules of Assets and Debts
------------------------------------------------------------
A.   Real Property
      Wrigley Field                                $26,121,451
      Red Lot                                          240,849
      Blue Lot                                         661,527
      Green Lot                                     13,263,355
      Brown Lot                                      3,447,179
      Gold Lot                                         874,903
      Orange Lot                                       597,372
      3822 N. Racine                                    66,740

B.   Personal Property
B.1  Cash on hand                                       93,411
B.2  Bank Accounts
      Bank of America                                  705,928
      Seaway Bank and Trust Company                     10,399
      Wells Fargo-Minor League                          36,698
      Banco Provincial Venezuela                         6,745
      Fidelity                                       6,219,410
B.3  Security Deposits                                 105,527
B.4  Household goods                                      None
B.5  Collectibles                                         None
B.6  Wearing apparel                                      None
B.7  Furs and Jewelry                                     None
B.8  Firearms and other equipment                         None
B.9  Interests in Insurance Policies              Undetermined
B.10 Annuities                                            None
B.11 Interests in an education IRA                        None
B.12 Interests in IRA, ERISA or other Pension Plans       None
B.13 Business Interests and stocks                   1,575,623
B.14 Interests in partnerships                      12,850,223
B.15 Government and Corporate Bonds                       None
B.16 Accounts Receivable
      Accounts Receivable                           36,273,912
      Account Receivable Reserves                     (443,732)
      Intercompany Receivable                    1,276,953,139
B.17 Alimony                                              None
B.18 Other Liquidated Debts                               None
B.19 Equitable or Future Interests                        None
B.20 Interests in estate of a debt benefit plan   Undetermined
B.21 Other Contingent & Unliquidated claims               None
B.22 Patents and other intellectual property      Undetermined
B.23 Licenses, franchises, and other intangibles       613,077
B.24 Customer lists or other compilations         Undetermined
B.25 Vehicles                                           25,624
B.26 Boats, motors, and accessories                       None
B.27 Aircraft and accessories                             None
B.28 Office equipment, furnishings and supplies        936,655
B.29 Machinery                                       1,010,814
B.30 Inventory                                         242,053
B.31 Animals                                              None
B.32 Crops                                                None
B.33 Farming Equipments and implements                    None
B.34 Farm supplies, chemicals, and feed                   None
B.35 Other Personal Property
      Prepaid Items                                  1,457,771
      Other Current Assets                          15,825,481
      Investment-Players Contracts                  57,911,984
      Amortization of Players Contracts            (39,889,747)

       TOTAL SCHEDULED ASSETS                   $1,417,794,370
       ========================================================

C.   Property Claimed as Exempt                             $0

D.   Secured Claim                                           0

E.   Unsecured Priority Claims                    Undetermined
    http://bankrupt.com/misc/Cubs_SchedE.pdf

F.   Unsecured Non-priority Claims
    Chicago Cubs Charities                           1,165,569
    Tribune Finance Service Center, Inc.         1,257,663,999
    Others                                           1,546,320

       TOTAL SCHEDULED LIABILITIES              $1,260,375,889
       ========================================================

               Statement of Financial Affairs

Chandler Bigelow III, assistant treasurer of Tribune Company,
discloses with the Court on October 12, 2009, that Chicago
National League Ball Club, LLC, earned income from operation of
business within two years before the Petition Date:

Source                                           Amount
------                                           ------
2009 Operating Revenue through September 27,     $231,522,345
     2009 (unaudited and preliminary)
2008 Operating Revenue                            241,159,870
2007 Operating Revenue                            217,473,329

Mr. Bigelow notes that the Company made payments or transfers to
City of Chicago totaling $42,314 within 90 days before the
Petition Date.

The Company also made payments to its current officers and
directors for $3,690,562 within one year before the Petition Date.

According to Mr. Bigelow, the Company gave gifts or made
charitable contributions within one year immediately preceding the
Petition Date, a list of which is available for free at:

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

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chicago National League Ball Club LLC, filed for Chapter 11 on
Oct. 13, as part of a plan by Tribune Co. to sell the Chicago Cubs
baseball team for more than $700 million to the family of TD
Ameritrade Holding Corp.'s founder, Joe Ricketts.

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


TRIBUNE CO: Claims Recovery, ASM Capital Buys Claims
----------------------------------------------------
More than 20 creditors of the Debtors, from October 5, 2009
through October 14, 2009, notified the Court that they intend to
transfer each of their claims against the Debtors:

                                                         Claim
Transferor                     Transferee                Amount
----------                     ----------                ------
Mass. Institute of Tech.       ASM Capital, L.P.         $9,160
J R Landry Company Ltd         ASM Capital, L.P.          2,776
J R Landry Company Ltd         ASM Capital, L.P.          2,524
Trans Hire                     ASM Capital, L.P.          1,587
Azzurro HD LLC                 ASM Capital, L.P.          2,513
Lemery Greisler LLC            ASM Capital, L.P.          9,390
Adfare.com Inc.                ASM Capital, L.P.          9,181
Holden Production Group        ASM Capital III, L.P.     11,290
Communication Research Consul. ASM Capital, L.P.          3,098
Pacific Radio Electronics      ASM Capital, L.P.          2,135
Acme Scale Systems             ASM Capital, L.P.         18,109
Achieve Global                 ASM Capital, III, L.P.    26,341
DKP & Associates Inc           ASM Capital, L.P.         12,807
DKP & Associates Inc           ASM Capital, L.P.          5,750
DKP & Associates Inc           ASM Capital, L.P.            560
Frank Magid Associates Inc     Claims Recovery Group LLC  6,000
Redwine Manley Testing Service Claims Recovery Group LLC  2,050
ADK Water Management           Claims Recovery Group LLC  1,664
Midwest Media                  Claims Recovery Group LLC  1,261
Isotech Pest Management        Claims Recovery Group LLC  1,753
Environmental Monitoring&Tech  Claims Recovery Group LLC  2,881
Demar Direct                   Longacre Opportunity Fund 65,100

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chicago National League Ball Club LLC, filed for Chapter 11 on
Oct. 13, as part of a plan by Tribune Co. to sell the Chicago Cubs
baseball team for more than $700 million to the family of TD
Ameritrade Holding Corp.'s founder, Joe Ricketts.

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


TRIBUNE CO: Files Bankruptcy Rule 2015.3 Report
-----------------------------------------------
On October 6, 2009, Chandler Bigelow III, senior vice president &
chief financial officer of Tribune Company, submitted with the
Court a report as of June 30, 2009, on the value, operations and
profitability of certain non-debtor entities in which one or more
Debtors directly holds between a 20% and a 50% interest, as
required by Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure.

Mr. Bigelow relates in the report that the estates of Tribune
Company, Los Angeles Times Communications LLC, Chicago Tribune
Company, Eagle New Media Investments, LLC, and Tribune Media Net,
Inc., hold an interest in these Non Majority Interest Entities:

                                                    Interest of
Entity                                               the Estate
------                                              -----------
CIPS Marketing Group, Inc.                               50%
Los Angeles Times- Washington Post News Service, Inc.    50%
Legacy.com, Inc.                                         42%
McClatchy/Tribune News Service                           50%
Metromix LLC                                             50%
quadrant ONE LLC                                         25%
TKG Internet Holdings II LLC                           42.5%
Zetabid Holding LLC                                      50%

The Periodic Report contains a combined and condensed financial
report of the operations and profitability of the Non Majority
Interest Entities:

               Combined Condensed Balance Sheets
               For Non-Majority Interest Entities
                     As of June 30, 2009

ASSETS
Current Assets
  Cash and cash equivalents                         $8,499,000
  Accounts receivable, net                           9,798,000
  Inventories                                           99,000
  Prepaid expenses and other                           917,000
                                                  ------------
Total current assets                                19,313,000
Property, plant and equipment, net                   2,186,000
Other Assets
  Goodwill and other intangible assets, net         10,782,000
  Due from related parties                           3,867,000
  Other                                                418,000
                                                  ------------
Total Assets                                       $36,566,000
                                                  ============

Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable, accrued expenses, and other    $13,025,000
  Debt                                                 400,000
                                                  ------------
Total current liabilities                           13,425,000

Due to related party                                 1,600,000
Other Obligations                                      590,000
                                                  ------------
Total Liabilities                                   15,615,000
                                                  ------------
Shareholders' Equity                                20,951,000
                                                  ------------
Total Liabilities and Shareholders' Equity         $36,566,000
                                                  ============

          Combined Condensed Statements of Operations
              For Non-Majority Interest Entities
              For Six Months Ended June 30, 2009

Total Revenue                                      $26,050,000

Operating Expenses
  Cost of sales                                      5,935,000
  Selling, general and administrative               22,226,000
  Depreciation and amortization                        986,000
                                                  ------------
Total operating expenses                            29,148,000
                                                  ------------
Operating Loss                                      (3,097,000)
                                                  ------------
  Interest income(expense), net                         (3,000)
  Non-operating loss, net                           (1,502,000)
                                                  ------------
Loss Before Income Taxes                            (4,603,000)
                                                  ------------
Income taxes                                          (458,000)
                                                  ------------
Net loss                                           ($5,061,000)
                                                  ============

          Combined Condensed Statements of Cash Flows
                For Non Majority Interest Entities
                For Six Months Ended June 30, 2009

Beginning Cash                                      $11,680,000

Operating Activities
  Net Loss                                          (5,061,000)
  Depreciation and amortization                        986,000
  Decrease/(increase) in accounts receivables       (2,296,000)
  Increase/(decrease) in current liabilities        (1,032,000)
  Increase/(decrease) in other obligations               9,000
  Decrease(increase) in inventories                     (8,000)
  Decrease(increase) in other assets                 1,082,000
                                                  ------------
Net cash flow from operating activities             (6,319,000)

Investing Activities
  Capital expenditures                                (612,000)
                                                  ------------
Net cash flow from investing activities               (612,000)

Financing Activities
  Capital contributions                              2,000,000
  Borrowings from related party                      1,600,000
  Increase in short-term debt                          150,000
                                                  ------------
Net cash flow from financing activities              3,750,000
                                                  ------------
Net Cash Flow                                       (3,181,000)
                                                  ------------
Ending Cash                                         $8,499,000
                                                  ============

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chicago National League Ball Club LLC, filed for Chapter 11 on
Oct. 13, as part of a plan by Tribune Co. to sell the Chicago Cubs
baseball team for more than $700 million to the family of TD
Ameritrade Holding Corp.'s founder, Joe Ricketts.

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


TRICO SHIPPING: Moody's Assigns Corporate Family Rating at 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Trico
Shipping AS, in conjunction with its new notes offering.  Moody's
assigned a Caa1 Corporate Family Rating, a B1 (LGD2, 20%) to the
new senior secured notes, a SGL-3 speculative Grade Liquidity
Rating, and a Caa1 Probability of Default Rating.  The outlook is
stable.

Shipping is a subsidiary of Trico Supply AS, which also has other
subsidiaries, all of which are guarantors of the notes.  The notes
are also guaranteed by Trico Marine Services, Inc. and two of its
other subsidiaries.  The proceeds of the notes offering will be
used to repay and terminate existing outstanding debt at the
Supply Group, a significant portion of which is maturing in 2010.

Under Moody's Loss Given Default methodology, the notes are rated
B1, which is three notches above the CFR.  This upward notching is
created by the inclusion of the Parent debt in the liability
waterfall, which is structurally subordinated to the new senior
secured notes at Shipping and provides significant debt cushion.
The Parent liabilities are included in the LGD for Shipping since
it provides a guarantee to the notes, the Parent debt cross
defaults to Shipping, and the Shipping debt can be accelerated if
there is debt totaling $20 million defaults elsewhere in the
consolidated family.  More importantly, Shipping is expected to
generate substantially all of the consolidated cash flows for the
Parent over the near-to-intermediate term.  This makes it highly
likely that if the Parent were to file for bankruptcy, Shipping
would be included in any such proceedings.

The Caa1 CFR reflects the high consolidated financial leverage of
Trico (which includes both Parent and Supply Group debt) with debt
/ EBITDA, pro-forma for the new notes offering, exceeding 5.0x.
Moody's calculate leverage on a consolidated basis given that the
Supply Group will generate essentially all of the consolidated
earnings and cash flows for Trico for an extended period and
therefore, will be the primary source of cash flow for the Parent
to service its debt.  This leverage does not include the
approximately $545 million of pro-forma intercompany debt owed by
the Supply Group to the Parent which was put in place to fund the
2007 acquisition of Active Subsea and the 2008 acquisition of
DeepOcean and CTC Marine.  However, the interest paid on that debt
will serve as the conduit for cash to be upstreamed to the Parent
for its own debt service.  While the Parent will have cash after
the refinancing and asset sales which can carry it through 2010,
its ongoing cash flows will largely be generated through permitted
distributions (which include interest payments on the intercompany
debt) from the Supply Group for the next 18 to 24 months.

The Caa1 CFR reflects the currently weak performance of the
Parent's stand alone towing and supply business.  That business
currently has very weak fundamentals and largely consists of
older, smaller offshore supply vessels that are suited for the
weak shallow water offshore markets.  Although this business is
not the main driver of the Supply Group's operations (though the
Supply Group still has towing and supply business through its
North Sea vessels), having a business at the Parent that is
currently generating negative cash flow and is likely to continue
that way for the near-term, puts additional pressure on the Supply
Group's ability to generate sufficient cash flows to not only
support its own debt, but that of its Parent as well.

The Caa1 CFR assumes that in conjunction with the notes offering,
the Parent's credit facility is amended to provide covenant
relief.  Moody's expect that the final covenant package will
include a maximum leverage ratio that will provide the Parent with
sufficient room to accommodate continued weakness in its towing
and supply business while maintaining high financial leverage in
the consolidated group of companies.  In addition, the rating
assumes that all of the current debt at the Supply Group is
refinanced (except for the intercompany note) and is terminated
upon closing of the notes offering and that a new Working Capital
Facility at Shipping will have the same covenant package as the
new notes.

The Caa1 CFR is supported by a good, although still fairly new,
subsea business.  This business has more durability than the
supply and towing business and is not likely to suffer from the
same drop in activity that the onshore or even shallow water
offshore markets have seen.  The company's growth in this
business, primarily through the DeepOcean and CTC acquisition in
2008, has provided the company a solid position in subsea services
in the major regions around the world.  Activity in this market is
expected to grow, driven by the number of discoveries in the
deepwater markets in the past few years.  These discoveries will
require substantial subsea completion and infrastructure needs,
which Trico should benefit from given its established position
within that market.

The stable outlook assumes that the subsea business meets
projected earnings and cash flows in order to keep leverage from
increasing and drives improvement in the overall credit metrics
for the Supply Group.  The stable outlook also assumes that the
performance of the Parent's towing and supply business does not
deteriorate from already weak levels and thus keeps the pressure
off of the Supply Group to distribute more cash to meet debt
service needs at the Parent.  The stable outlook also assumes that
the company does not pursue any shareholder friendly activities
prior to reducing debt and leverage within the Supply Group and
the Parent's consolidated companies.  Any shareholder directed
activities that stall any improvement in the credit profile will
put negative pressure on the outlook and ratings.

The SGL-3 reflects Moody's expectation that Shipping will maintain
adequate liquidity over the next 12 months.  Shipping's EBITDA,
combined with the cash it will receive from Supply asset sales,
and the working capital facility should provide sufficient cover
of its planned capex, interest expense and working capital needs.
Given that there are no financial covenants expected for the
working capital facility, unabated accessibility of the revolver
is anticipated.

The proposed notes are secured on a pro rata basis with the
lenders of a new Working Capital Facility for Shipping that will
be put in place simultaneously with closing of the notes.  The
collateral includes essentially all of the assets of the Supply
Group, including a first priority lien on eleven existing vessels
and related equipment owned by the Supply Group, as well as three
newbuild vessels to be completed and delivered over the next four
quarters.

Other structural features of the notes include permitted interest
payments made to the Parent as it relates to the intercompany
debt.  As long as the Supply Group meets an EBITDA to interest
test of 2.5x, the Supply Group can pay interest expense to the
Parent on top of the typical carveouts under the Restricted
Payments basket.  In addition, since other entities within the
Supply Group are not direct subsidiaries of Shipping, there is an
equity subscription agreement between Shipping and Supply that
will enable Shipping to get up to $6 million per month from Supply
in exchange for capital stock of Shipping in order to facilitate
the movement of cash between the two entities.  However, Moody's
notes that this subscription agreement is capped at $240 million,
which based on a $6 million per month payment to Shipping, could
end at just over 3 years while the notes mature in 5 years.

Trico Shipping is a wholly-owned subsidiary of Trico Marine
Services, Inc., and is headquartered in The Woodlands, TX, and
provides subsea services, subsea trenching and protection
services, and towing and supply vessels to oil and gas exploration
companies that operate in major producing regions around the
world.


TRONOX INC: NJ Case vs. U.S. Govt & NJ EPA Closed
-------------------------------------------------
Tronox Inc. previously commenced an adversary proceeding against
the U.S. Government and the New Jersey Environmental Protection
Agency before the United States Bankruptcy Court for the District
of New Jersey.   The complaint is based on alleged environmental
damages at the Federal Creosoting Superfund Site at Borough of
Manville, in Somerset County, New Jersey.  The Debtors, in the
complaint, asked the New Jersey Court to declare that the Debtors
do not owe the Government's asserted $280 million response cost
expenses.

On April 8, 2009, Tronox LLC and its affiliated debtors,
the United States of America, and the New Jersey Department of
Environmental Protection; the Commissioner of the New Jersey
Department of Environmental Protection, as trustee for natural
resources; and the Administrator of the New Jersey Spill
Compensation Fund presented an agreed-upon stipulation, which was
later approved, simultaneously to the United States District
Court for the District of New Jersey and to the United States
Bankruptcy Court for the Southern District of New York.

The Stipulation and Order remains in effect pursuant to its terms
and the pending in the New Jersey Court have, accordingly, been
stayed by the New Jersey Court with leave to reopen the cases
pursuant to the terms of the Stipulation and Order.

Accordingly, the parties entered into another Bankruptcy Court-
approved stipulation agreeing that:

  (a) in the interest of judicial economy and efficient
      management of the New Jersey Court's docket and resources,
      the New Jersey Cases may be administratively closed;

  (b) the Stipulation and Order will remain in full force and
      effect, it being understood that the administrative
      closing of the New Jersey Cases is the equivalent of
      staying the New Jersey Cases for purposes of the
      Stipulation and Order.  For the avoidance of doubt, any
      party may move as of right to reopen the New Jersey Cases
      upon letter request to the New Jersey Court, which motion
      will be promptly granted, and the request will also serve
      as sufficient notice to start the two-week period
      described in the Stipulation and Order.

  (c) Until the time as a party moves to reopen the New Jersey
      Cases, the Clerk of the New Jersey Court will designate
      each of the consolidated New Jersey Cases as
      administratively terminated with leave to reopen.

                         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: RTI Hamilton Sues to Have Supply Pact Rescinded
-----------------------------------------------------------
RTI Hamilton, Inc., filed with the Court, on September 23, 2009,
an adversary complaint against Tronox LLC seeking a declaration
that certain of its agreements with Tronox are void or are
voidable.

RTIH notes that some of the facts and admissions material to the
Complaint are familiar to the Court because they are set forth in
the Adversary Complaint filed on May 12, 2009 by Tronox
Incorporated, Tronox Worldwide LLC formerly known as Kerr McGee
Chemical Worldwide LLC, and Tronox LLC formerly known as Kerr-
McGee Chemical LLC against Anadarko Petroleum Corporation and
Kerr-McGee Corporation.

RTIH and Tronox are parties to a Master Supply Agreement dated
March 25, 2008 and a Master Ground Lease of Commercial/Industrial
Property dated June 3, 2008, which agreements contemplate the
construction of a titanium sponge manufacturing facility to be
built and owned by RTIH and located adjacent to Tronox's Hamilton
facility.

The purpose of the Supply Agreement and Ground Lease was for
Tronox to supply RTIH's proposed titanium sponge manufacturing
plant with TiCl4.  RTIH, in turn, was to provide Tronox's
Hamilton facility with chlorine gas, a co-product of the titanium
sponge manufacturing process, in quantities equivalent to the
amount of chlorine contained in the TiCl4 delivered to RTIH by
Tronox.  The TiCl4 and chlorine gas would be transported between
the two facilities via separate pipelines.

Subsequent to the execution of the Supply Agreement and Ground
Lease, RTIH learned that there was serious doubt as to whether
Tronox was financially viable and could continue as a going
concern.

In the fall of 2008, RTIH announced that the project would be
delayed.  During the same time period and because it could not
comply with loan covenants, Tronox said that it was contemplating
bankruptcy.

Accordingly, RTIH has learned via Tronox's filings in the Court
that Tronox was burdened from its inception with massive legacy
liabilities and was grossly undercapitalized.  However, Tronox
did not disclose its perilous financial condition to RTIH before,
during, or after the negotiations for the Supply Agreement and
Ground Lease.  Indeed, Tronox told RTIH in February 2008 that the
company was in good condition despite some poor results in the
fourth quarter of 2007.

Christopher P. Schueller, Esq., at Buchanan Ingersoll & Rooney
PC, New York, relates that based on Tronox's own Adversary
Complaint against Kerr-McGee and Anadarko, it is clear that
Tronox was not a viable business at the time the parties
negotiated and signed the Supply Agreement and Ground Lease.

Mr. Schueller says that had RTIH known of Tronox's true financial
situation during the negotiation process, it would not have
entered into these agreements and would not have committed to
invest hundreds of millions of dollars to do business with a
company which now admits it was in a death spiral.

Accordingly, RTIH asks the Court to rescind the Supply Agreement
and Ground Lease.

                         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: Shares 2009 Financial Projections
---------------------------------------------
Tronox Incorporated discloses, in a Form 8-K filed with the U.S.
Securities and Exchange Commission, certain projections that are
being shared with third parties.

According to Michael J. Foster, vice president, general counsel
and secretary of Tronox Incorporated, the projections have been
prepared by the Company's management.  The projections were not
prepared to comply with the guidelines for prospective financial
statements published by the American Institute of Certified
Public Accountants and the rules and regulations of the SEC.  The
Company relied on the accuracy and completeness of publicly
available information, and portions of the information herein may
be based upon certain statements, estimates and forecasts
provided by third parties with respect to the anticipated future
performance of the Company.  Further, the Company's accountants
have neither examined nor compiled the accompanying actual
results and projections and, accordingly, do not express an
opinion or any other form of assurance with respect to the
projections, assume no responsibility for the projections and
disclaim any association with the projections.

Holders of claims against and interests in the Company are
cautioned that the forward-looking statements are not guarantees
of future performance.  Actual results or developments may differ
materially from the expectations expressed or implied in the
forward-looking statements, and the Company undertakes no
obligation to update any of the statements.

The Company cautions that no representations can be made as to
the accuracy of the historical financial information or the
projections or to the Company's ability to achieve the projected
results.  Some assumptions may prove to be inaccurate.  The
projections may not be relied upon as a guaranty or other
assurance of the actual results that will occur.

                        Financial Summary
                         ($ in millions)

                                           Aug-9
                    2007        2008         LTM        2009P
                   -------     -------     -------     -------
Global Revenues    $1,426      $1,485      $1,071      $1,041
% growth            0.3%        4.1%        n.a.      (29.9%)

Gross Profit         $116         $65        $110        $130
% margin            8.4%        4.6%       10.8%       13.1%

EBITDAR              $140         $84        $114        $126
% margin           10.2%        5.9%       11.3%       12.7%

Capex                 $71         $38         $26         $22
% of revenues       5.1%        2.7%        2.5%        2.2%

                    2010P       2011P       2012P       2013P
                   -------     -------     -------     -------
Global Revenues     $1,148      $1,203      $1,241      $1,279
% growth           10.3%        4.8%        3.2%        3.1%

Gross Profit         $146        $176        $183        $194
% margin           13.4%       15.4%       15.5%       16.0%

EBITDAR              $130        $162        $168        $179
% margin           11.9%       14.2%       14.3%       14.8%

Capex                 $96         $53         $48         $47
% of revenues       8.8%        4.7%        4.1%        3.9%

              Titanium Dioxide and Sodium Chlorate

                                           Aug-9
                     2007        2008        LTM        2009P
                   -------     -------     -------     -------
Global Revenues     $1,380      $1,428      $1,013        $991
% growth            (2.9%)       3.5%        n.a.      (30.6%)

Gross Profit          $112         $57         $96        $115
% margin             8.1%        4.0%        9.5%       11.6%

EBITDAR               $140         $78        $102        $111
% margin            10.1%        5.5%       10.1%       11.2%

Capex                  $69         $37         $25         $21
% of revenues        5.0%        2.6%        2.5%        2.1%

                    2010P       2011P       2012P       2013P
                   -------     -------     -------     -------
Global Revenues     $1,091      $1,140      $1,176      $1,212
% growth            10.0%        4.5%        3.2%        3.1%

Gross Profit          $135        $163        $168        $178
% margin            12.4%       14.3%       14.3%       14.7%

EBITDAR               $121        $150        $156        $166
% margin            11.1%       13.2%       13.3%       13.7%

Capex                  $95         $52         $47         $46
% of revenues        8.7%        4.6%        4.0%        3.8%

                   Henderson and Soda Springs

                                           Aug-9
                     2007        2008        LTM        2009P
                   -------     -------     -------     -------
Global Revenues      $46         $57         $57         $49
% growth           24.3%        n.a.      (13.8%)      17.5%

Gross Profit         $5           $8         $14         $16
% margin           10.0%       14.2%       23.9%       31.9%

EBITDAR              $0           $6         $12         $14
% margin            0.0%        0.4%        1.2%        1.4%

Capex                $2           $1          $1          $1
% of revenues       0.2%        0.1%        0.1%        0.1%

                    2010P       2011P       2012P       2013P
                   -------     -------     -------     -------
Global Revenues      $58         $64         $66         $67
% growth           17.5%       10.2%        3.0%        2.8%

Gross Profit         $11         $13         $14         $15
% margin           18.6%       20.6%       21.8%       22.5%

EBITDAR               $9         $11         $12         $13
% margin            0.8%        1.0%        1.1%        1.1%

Capex                 $1          $1          $1          $1
% of revenues       0.1%        0.1%        0.1%        0.1%


A full-text copy of the Financial Projections is available for
free at http://ResearchArchives.com/t/s?468b

                         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)


TURNING STONE: S&P Changes Outlook to Positive; Keeps 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Verona, New York-based Turning Stone Resort Casino LLC
to positive from stable.  Ratings on the issuer, including the
'B+' issuer credit rating, were affirmed.

The outlook revision follows a federal judge's upholding the U.S.
Department of Interior's authority to put more than 13,000 acres
of land into federal trust for the benefit of the Oneida Indian
Nation.  The decision was rendered in connection with state and
county arguments which stipulated that the transfer was
unconstitutional and that the tribe's Turning Stone Resort and
Casino violated the Indian Gaming Regulatory Act.  The court's
ruling recognized that the prior decision to transfer land into
trust was legal and that the resort is located on gaming eligible
land.

"Although there are ongoing challenges to the DOI's process in
arriving at its May 2008 land into trust decision, the recent
ruling solidifies the validity of gaming operations at the resort
and brings the Nation closer to formally moving the land into
federal trust," said Standard & Poor's credit analyst Michael
Listner.

In addition, the strength of Turning Stone's credit measures and
good operating performance through June 2009, appear to support
upside potential in the current rating.  Earlier in the year, S&P
expected a modest decline in operating performance for fiscal 2009
(ended Sept. 30) because of an expectation for continued weakness
in the gaming industry.  S&P now expects only a slight decline in
revenue and a high-single-digit percentage increase in EBITDA for
fiscal 2009.  Despite a weak economy, S&P expects that Turning
tone's margins will improve relative to fiscal 2008 because of
cost reductions and operating efficiencies including headcount
reductions, a decline in self-insured medical expenses, and a
rationalization of marketing expenses.  Additionally, the open
market, below-par repurchase of approximately $34 million of
senior notes during the second fiscal quarter has also served to
improve the entity's credit measures.  Turning Stone does not file
financial statements publicly.

While Turning Stone benefits from good credit measures, improving
operating trends, and a strong competitive position, the entity
still has some outstanding legal challenges which currently limit
rating upside.  Despite the favorable ruling with respect to the
legality and availability to the tribe of moving land into trust,
the ongoing challenges to the process employed by the DOI in
rendering its land into trust decision is currently being
contested.  Given the uncertainty as to the final outcome of these
challenges, ratings upside would be conditioned upon a favorable
resolution of these challenges.


UAL CORP: United Inks Note Purchase Deal with Wilmington Trust
--------------------------------------------------------------
United Air Lines, Inc., and Wilmington Trust Company -- as
subordination agent and pass through trustee under the pass
through trust formed by United -- entered into a Note Purchase
Agreement, dated as of October 13, 2009.

The Note Purchase Agreement provides for the issuance by United of
equipment notes in the aggregate principal amount of $659,107,000
to redeem at par all of the $568 million aggregate principal
amount of the Equipment Notes (plus accrued interest) relating to
United's outstanding pass through certificates, series 2001-1B,
series 2001-1C and series 2001-1D.  The payment obligations of
United under the Equipment Notes are fully and unconditionally
guaranteed by UAL Corporation.

Pursuant to the Note Purchase Agreement, the Trustee agreed to
purchase Equipment Notes issued under a Trust Indenture and
Mortgage with respect to each aircraft, entered into by United and
Wilmington Trust Company, as mortgagee.

Each Indenture contemplates the issuance of the Equipment Notes in
one series, bearing interest at a stated interest of 10.40% per
annum in the aggregate principal amount equal to $659,107,000.
The Equipment Notes will be purchased by the Trustee for the Trust
using the proceeds from the sale of pass through certificates,
series 2009-1A.

Pending the purchase of the Equipment Notes, the proceeds from the
sale of the Certificates were placed in escrow by the Trustee
pursuant to an Escrow and Paying Agent Agreement, dated as of
October 13, 2009, among Wilmington Trust Company, in its capacity
as escrow agent in respect of the Trust and in its capacity as
paying agent on behalf of the escrow agent, the Trustee and J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Goldman, Sachs & Co., as the underwriters.  The escrowed funds
were deposited with JPMorgan Chase Bank, N.A. under a deposit
agreement, dated as of October 13, 2009, between Wilmington Trust
Company, as escrow and paying agent, and JPMorgan Chase Bank,
N.A., as depositary, relating to the Certificates.

The interest on the Equipment Notes is payable semi-annually on
each of May 1 and November 1, beginning on May 1, 2010.  The
principal payments on the Equipment Notes are scheduled on May 1
and November 1 in certain years, beginning on May 1, 2010.  The
final payments will be due on November 1, 2016.  The maturity of
the Equipment Notes may be accelerated upon the occurrence of
certain events of default, including failure by United to make
payments under the applicable Indenture when due or to comply with
certain covenants, as well as certain bankruptcy events involving
United.  The Equipment Notes issued with respect to each aircraft
will be secured by a lien on such aircraft and will also be cross-
collateralized by other aircraft financed pursuant to the Note
Purchase Agreement.

The Certificates were offered pursuant to the Prospectus
Supplement, dated October 5, 2009, to the Prospectus, dated
June 19, 2007, which forms a part of the Company's and United's
automatic shelf registration statement on Form S-3 (Registration
No. 333-143865), filed with the Securities and Exchange Commission
on June 19, 2007.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the Troubled Company Reporter on October 6, 2009,
Fitch Ratings has assigned a rating of 'C/RR6' to UAL Corp.'s
$300 million senior convertible note issue.  The notes, which are
guaranteed by UAL's principal operating subsidiary, United
Airlines, Inc., mature in 2029 and carry a coupon of 6%.  Holders
have the right to put the notes back to the company at par on
Oct. 15, 2014 (as well as the same date in 2019 and 2024).
Holders also have the right to require repurchase of the notes at
par if the company undergoes a fundamental change, defined to
include a change in majority ownership of the company but
excluding certain restructuring events.  The Issuer Default Rating
for both UAL and United is 'CCC'.

The TCR said October 5, 2009, that Standard & Poor's Ratings
Services assigned its 'CCC' issue-level rating and '6' recovery
rating to UAL Corp.'s $175 million convertible senior notes due
2029, which the company issued as a shelf drawdown.  The '6'
recovery rating reflects negligible recovery (0-10%) in a credit
default scenario.  In addition, S&P placed the issue-level rating
on CreditWatch with negative implications, and will review it in
conjunction with S&P's resolution of the CreditWatch listing on
UAL.  S&P placed its ratings on UAL and subsidiary United Air
Lines Inc. on CreditWatch with negative implications on July 22,
2009, due to liquidity concerns.  The company will use the
proceeds from the debt issuance, along with proceeds from the
concurrent issuance of 19 million shares, for general corporate
purposes.

In addition, S&P lowered its preliminary rating on UAL's senior
unsecured shelf to 'CCC' from 'CCC+', based on S&P's analysis of
recovery prospects for senior unsecured obligations.  This rating
is also on CreditWatch with negative implications.


UCBH HOLDINGS: China Minsheng Bank Cannot Take Controlling Stake
----------------------------------------------------------------
China Minsheng Bank cannot take a controlling stake in U.S. bank
UCBH Holdings Inc. because of regulatory limitations, Reuters
reports citing an unnamed source.

"The United States regulatory authorities have restrictions; it is
impossible for us to buy a controlling stake in a U.S. bank," the
source, who requested anonymity due to the sensitive nature of any
possible investment, told Reuters.

Reuters notes the source said the bank's board was also split over
whether it would increase its 9.9% stake in the troubled U.S.
bank.

As reported by Troubled Company Reporter on September 10, 2009,
UCBH Holdings, Inc., the holding company of United Commercial Bank
(Bank), entered into an agreement with the Federal Deposit
Insurance Corporation and the California Department of Financial
Institutions (DFI) to enhance the strength and stability of the
Bank and its operations.

                      About UCBH Holdings, Inc.

UCBH Holdings, Inc. -- http://www.ucbh.com-- is the holding
company for United Commercial Bank, a state-chartered commercial
bank, which is a leading bank in the United States serving the
Chinese communities and American companies doing business in
Greater China.  Together, the Bank and its subsidiaries, including
United Commercial Bank (China) Limited, operate 50 California
branches/offices located in the San Francisco Bay Area,
Sacramento, Stockton, Los Angeles and Orange counties, nine
branches in New York, five branches in metropolitan Atlanta, three
branches in New England, two branches in the Pacific Northwest, a
branch in Houston, branches in Hong Kong, Shanghai and Shantou,
China, and representative offices in Beijing, Guangzhou and
Shenzhen, China, and Taipei, Taiwan.  UCB, with headquarters in
San Francisco, provides commercial banking services to small- and
medium-sized businesses and professionals in a variety of
industries, as well as consumer and private client services to
individuals.  The Bank offers a full range of lending activities,
including commercial real estate and construction loans,
commercial credit facilities, international trade finance, asset-
based financing, cash management, loans guaranteed by the U.S.
Small Business Administration, commercial, multifamily and
residential mortgages, home equity lines of credit, and online
banking services for businesses and consumers.

As reported by the TCR on August 18, 2009, Fitch Ratings
downgraded the long-term Issuer Default Ratings of UCBH Holdings,
Inc., and its bank subsidiary, United Commercial Bank, to 'CC'.

                       About China Minsheng

Based in Beijing, China, China Minsheng Banking Corporation Ltd.'s
mainly provides commercial banking services that include absorbing
public deposits, providing short term, medium term, and long term
loans, making domestic and international settlement, discounting
bills and issuing financial bonds.

                           *     *     *

China Minsheng Banking Corporation Ltd continues to carry Fitch
Ratings' individual rating of "D" and support rating at "3".


VELOCITY EXPRESS: Section 341(a) Meeting Set for November 2
-----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of Velocity Express Corporation and its
debtor-affiliates on Nov. 2, 2009, at 10:00 a.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.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VIASAT INC: Moody's Assigns 'B1' Rating on Senior 7-Year Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to ViaSat, Inc.'s
new senior unsecured 7-year notes.  At the same time, the company
was assigned Ba3 corporate family and probability of default
ratings, along with an SGL-3 speculative grade liquidity rating
(indicating adequate liquidity).  The rating outlook is stable.

Together with $125 million of new equity, the new notes will
provide most of the funding for a pending transformative
acquisition.  With a new generation broadband satellite to be
operational in 2011 (Viasat-1) and the acquisition of WildBlue
Communications Inc. (Wildblue), ViaSat will add retail
distribution of Internet services to its existing base as a
manufacturer and seller of satellite and wireless networks and
services to government and commercial customers.  Subject to
completion and integrations risks, this leverages ViaSat's
engineering expertise and significantly augments growth prospects.
However, the long-term cash flow self-sustainability of satellite-
based Internet services is not yet proven and ViaSat has no in-
house experience serving a residential consumer market.  And with
a portion of the WildBlue acquisition being debt-financed and
adding to debt incurred to construct ViaSat-1, liquidity
management will also be a key parameter.  However, given
relatively conservative leverage and coverage metrics, and given
the stable and predictable cash flow from its legacy businesses,
ViaSat should be able to access supplemental liquidity should the
need arise.

Assignments:

Issuer: ViaSat, Inc.

  -- Corporate Family Rating, Assigned Ba3

  -- Probability of Default Rating, Assigned Ba3

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5,
     73%)

ViaSat is a new issuer; there are no prior rating actions.
Headquartered in Carlsbad, California, ViaSat, Inc., is a leading
producer of satellite and other wireless communications and
networking systems to government and commercial customers.


VIASAT INC: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Carlsbad, California-based
communications networking systems provider ViaSat Inc.  The
outlook is stable.  At the same time, S&P assigned a 'B' to the
company's proposed $250 million of unsecured notes due 2016, with
a '3' recovery rating, indicating prospects for meaningful (30%-
50%) recovery in the event of a payment default.

"The rating on ViaSat reflects the risks associated with the
company's entry into a new business line with uncertain business
prospects," said Standard & Poor's credit analyst Catherine
Cosentino.  Moreover, while the company has a sustainable position
in the government services segment of defense network components
and benefits from relatively moderate leverage, at about 3x pro
forma for the pending acquisition of satellite-based consumer
broadband provider WildBlue Communications, its liquidity through
early 2011 is modest, given the substantial capital requirements
associated with its launch of satellite ViaSat 1 and the pending
acquisition ofWildBlue.

"ViaSat's ability to reposition the WildBlue service with the
launch of ViaSat 1 to a higher speed, more robust product will
provide an important competitive differentiator over the longer
term," said Ms.  Cosentino, "given S&P's concerns about the
prospects for the consumer satellite-based broadband market,
including its relatively small size and aggressive competition
from both telephone companies and cable providers."


VISTEON CORP: Directors Report Ownership of Common Stock
--------------------------------------------------------
In a Form 4 filing with the U.S. Securities and Exchange
Commission, John Donofrio, senior vice president and general
counsel of Visteon Corporation, disclosed that he disposed of
these stock units of the company on October 2, 2009:

Title of                                      No. of Shares
Derivative                                    Beneficially Owned
Security                  Price      Amount   After Transaction
---------                 -----      ------   ------------------
Restricted Stock Units     -         23,872             0
Restricted Stock Units     -        118,112             0
Employee Stock Option     $8.98      17,186        34,371
Stock Appreciation Right  $8.98      17,186        34,371
Stock Appreciation Right  $8.98      17,186        34,371
Stock Appreciation Right  $3.63      73,178        36,589

Each Restricted Stock Unit will be converted and distributed to
Mr. Donofrio, without payment, in cash upon vesting and based
upon the then current market value of a share of Visteon common
stock, subject to tax withholding.

In a Form 3 filing with the SEC, Michael Kenneth Sharnas, vice
president & general counsel of Visteon Corp., disclosed that he
beneficially own 21,072 shares of Visteon Common Stock.  The
shares are restricted from sale, with restrictions to lapse on
December 31, 2010.

Mr. Sharnas further disclosed he beneficially own these
derivative securities:

Title of Derivative       Expiration      Amount of    Exercise
     Security                Date          Shares        Price
-------------------       ----------      ---------    --------
Restricted Stock Units     12/31/09         4,098            -
Stock Appreciation Right   03/09/10         8,423        6.245
Stock Appreciation Right   02/05/11        11,148        4.76
Stock Appreciation Right   02/25/14         8,850        8.98
Stock Appreciation Right   02/21/15        19,583        3.63
Employee Stock Option      02/25/14         8,850        8.98

Each Restricted Stock Unit will be converted and distributed to
Mr. Sharnas, without payment, in cash upon vesting and based upon
the then current market value of a share of Visteon common stock,
subject to tax withholding.

                        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: To Release 3rd Quarter Financial Results on Oct. 22
--------------------------------------------------------------
W.R. Grace & Co. will release its third quarter earnings for 2009
on October 22, 2009, Transworldnews.com reports.  The financial
results will be made available at http://www.investor.grace.com,
according to the report.

                         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)


WALTER ENERGY: Moody's Upgrades Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Walter Energy,
Inc., including the corporate family rating which was raised to B1
from B2.  In addition, its recently amended $300 million senior
secured credit facility was assigned a Ba3 rating and its
$138 million term loan was upgraded to Ba3 from B2.  The outlook
remains stable.

The rating upgrade reflects an improved credit profile following
the company's completion of the separation of its financing
business, the closing of its homebuilding business, the extension
of the maturity of its credit facility to 2012, and the near
completion of the expansion of its Mine No.  7 which should raise
WLT's total production capacity of hard coking coal to
approximately 9 million tons.  The B1 rating considers the
company's very low leverage, conservative financial policies,
strong liquidity, and premium metallurgical coal production.
Despite weak conditions in the steel industry, which have
adversely affected WLT's 2009 sales volumes, WLT has maintained
its robust credit metrics.  Moody's expects WLT to continue to
generate strong cash flow relative to debt as the company benefits
from still historically high met coal prices, the quality of its
product, and a very low debt level of approximately $178 million
at June 30, 2009.

The rating outlook is stable.  Given WLT's small scale, very
concentrated position, and meaningful other liabilities (including
OPEB, workers compensation, and black lung), the outlook assumes
that WLT will continue to maintain a strong financial profile with
adjusted debt/EBITDA of less than 3x and achieve the expected
increases in production volumes.  Moreover, it considers Moody's
expectation that WLT will manage its capital expenditures,
dividend, and share repurchase activity within cash flow and
maintain meaningful cash balances along with significant
availability under its revolver.  At June 30, WLT's liquidity
position included approximately $42 million of cash and, pro-forma
for the recent refinancing activity, an untapped $300 million
revolving credit facility (except for letters of credit).  In
light of WLT's current size and concentration, there is limited
upward ratings momentum.  The ratings could be pressured if
liquidity were to deteriorate or if adjusted leverage were to rise
above 3.0x.

Ratings affected by the actions include:

* $300 million senior secured revolver assigned Ba3 (LGD 2; 24%)

* $138 million term loan upgraded to Ba3 (LGD 2; 24%) from B2 (LGD
  3, 48%)

* Corporate family rating upgraded to B1 from B2

* Probability of default rating affirmed at B2

* Outlook remains stable

The last rating action was on April 24, 2008, when the ratings of
Walter Industries, Incorporated were lowered.

Walter Energy, Inc., headquartered in Tampa, Florida, is primarily
a metallurgical coal producer which also produces metallurgical
coke, steam and industrial coal, and natural gas.  In 2008, WLT
produced approximately 6.0 million tons of high quality met coal,
0.4 million tons of met coke, 1.0 million ton of steam coal, and
6.6 billion cubic feet of natural gas.  WLT primarily sells its
met coal to customers in South America and Europe.


WASHINGTON MUTUAL: Bank Workers Fight WaMu Over Retirement Assets
-----------------------------------------------------------------
According to Law360, former banking employees have asked the
Bankruptcy Court to not include money from their deferred
compensation plans in the estate of Washington Mutual Inc.'s
bankruptcy, claiming that doing so would be a violation of the
Employee Retirement Income Security Act.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: Thomas Leppert Resigns From Board
----------------------------------------------------
Washington Mutual, Inc., reports that on October 7, 2009, Thomas
C. Leppert resigned as a member of the Board of Directors of WaMu,
effective immediately.  Mr. Leppert's resignation is not the
result of a disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WHITE ENERGY: Plainview Bioenergy Plant Resumes Operations
----------------------------------------------------------
Craig Johnson at Ethanol Producer Magazine reports that White
Energy Inc. has resumed operations at its 110 MMgy Plainview
Bioenergy ethanol production plant in Plainview, Texas, after
several months of not producing.  Ethanol Producer relates that
Chuck Fryar, general manager of Plainview Bioenergy, said that the
company intended to keep as many of their employees as possible
after they resumed production.  The report says that all employees
who were laid off in May were offered their jobs, with more than
30 employees returning to the plant.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.  White Energy's plants have a combined
capacity of producing 240 million gallons of ethanol a year,
making it one of the 10 largest ethanol producers in the U.S. and
the second-largest gluten maker.  Two plants are in Texas with the
third in Kansas.  White spent $323 million building the plants in
Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


WINGSPEED CORP: Court OKs Sale to AeroMechanical for $250,000
-------------------------------------------------------------
AeroMechanical Services Ltd. has successfully bid to acquire the
assets of Wingspeed Corporation, of Concord, Massachusetts, USA.

The United States Bankruptcy Court for the District of
Massachusetts in Worcester, Massachusetts, approved AMA's bid to
acquire all Wingspeed assets for a price of US$250,000, free and
clear of liens and encumbrances.  A closing on the sale is
expected on or about October 26, 2009.  The Court had previously
appointed AMA as manager for the Chapter 7 bankruptcy trustee
until the sale is closed.

The asset purchase will include, among other things, all physical
assets, inventory, intellectual property, trademarks, other
tangible and intangible assets.  The acquisition also includes
certain supplier contracts and customer contracts.

AMA President Richard Hayden stated, "We greatly respect the work
done and products developed by Wingspeed and we are pleased to
have gained the opportunity to provide excellent service and
expand our value added offerings to our new customers to include
the full suite of industry-leading afirsTM UpTimeTM products and
services.  Under the circumstances, we have more work to do,
including closing the acquisition, before we have a final plan for
integration of Wingspeed products into AMA's portfolio.  However,
we are convinced that this acquisition will add value to AMA's
shareholders and Wingspeed's customers, and we look forward to
facilitating win-win scenarios across the board."

                   About AeroMechanical Services

AeroMechanical Services Ltd. provides proprietary technological
solutions and services designed to reduce costs and improve
efficiencies in the aviation industry. The company has
successfully commercialized three products and associated services
currently marketed to airlines, manufacturers and maintenance
organizations around the world.  Its premier technology, afirs(TM)
UpTime(TM), and FIRST(TM) allows airlines to monitor and manage
aircraft operations anywhere, anytime, in real-time.

                    About Wingspeed Corporation

Wingspeed Corporation, of Concord, Massachusetts, USA --
http://www.wingspeedcorp.com/-- was a privately held Corporation
that was placed in Chapter 7 bankruptcy on August 17, 2009.

Wingspeed developed and marketed products and services for
commercial aviation that deliver voice, data and aircraft
messaging over Iridium and the Internet as well as paperless
cockpit technologies using wireless data exchange and satellite
communications.


WYNN RESORTS: Moody's Gives Stable Outlook, Keeps 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Wynn
Resorts, Limited to stable from negative.  The company's Ba3
Corporate Family and Probability of Default ratings were affirmed.
At the same time, Wynn Las Vegas, LLC's $1.63 billion 6 5/8% first
mortgage notes due 2014 were lowered to Ba3 from Ba2.  Wynn Las
Vegas is the US domestic operating subsidiary of Wynn Resorts.

The change in the rating outlook to stable from negative
acknowledges the significant improvement in Wynn Resorts' leverage
following the closing of its Macau, China subsidiary's
$1.86 billion initial public offering ("IPO"), along with
improving business conditions in the Macau gaming market.  Wynn
Resorts' Macau subsidiary currently accounts for about 60% of the
company's consolidated net revenue and about 70% of its
consolidated EBITDA.  Despite lingering concerns over a still-
uncertain economic outlook, Wynn's Macau subsidiary's gaming
revenue and EBITDA should continue to grow in the coming months.
Moody's believes this will be the case given more friendly
government policies with respect to travel restrictions, and the
opening of The Wynn Encore at Macau in the second quarter of 2010.

Pro forma for its Macau IPO, Wynn Resorts' consolidated net
debt/EBITDA is about 2.2 times, considerably lower than the 5.3
times reported for the actual 12-month period ended June 30, 2009.
While this pro-forma metric is strong for a Ba3 rating -- this
strength could be temporary.  Moody's expect a material portion of
the IPO proceeds will be used for further development in Macau or
other jurisdictions where Wynn Resorts may have development
opportunities.  Nevertheless, Moody's anticipates Wynn Resorts
will be able to maintain net debt/EBITDA below 5 times -- a level
consistent with the current rating.

The affirmation of Wynn Resorts' Ba3 Corporate Family Rating
acknowledges the quality, popularity, and favorable reputation of
its casino properties -- a factor that continues to distinguish
the company from most other gaming operators.  Wynn Resorts'
ratings also incorporate the proactive steps taken by the company
to preserve liquidity during the current economic downturn,
including equity offerings as well as successful covenant
amendments and cost cutting measures at its Las Vegas subsidiary.
At the same time, the ratings recognize Wynn Resorts' continued
exposure to the Las Vegas Strip gaming market which has
experienced significant comparable month declines since the
beginning of 2008, and will likely see further declines into 2010.

Wynn Las Vegas' $1.63 billion 6 5/8% first mortgage notes due 2014
were lowered one-notch to Ba3 pursuant to Moody's Loss Given
Default (LGD) rating methodology.  The application of the LGD
methodology considered the net impact of: (1) the elimination of
debt below the first mortgage notes with the full repayment of the
$375 million Wynn Resorts senior unsecured term loan during the
fiscal 2009 second quarter; (2) the recent issuance of an
additional $500 million first mortgage notes due 2017 at Wynn Las
Vegas (not-rated) proceeds of which went towards the reduction of
first lien bank debt; and (3) the $303 million permanent reduction
in Wynn Las Vegas' revolver commitment.

Wynn Resorts, Limited ratings affirmed:

* Corporate Family Rating at Ba3
* Probability of Default Rating at Ba3

Wynn Las Vegas, LLC rating lowered:

* $1.63 billion 6 5/8% first mortgage notes due 2014 to Ba3 (LGD
  4, 50%) from Ba2 (LGD 3, 38%)

The last rating action on Wynn Resorts was October 1, 2009, when
Moody's commented that the company's rating outlook could be
changed to stable from negative if the initial public offering of
its Macau subsidiary closed.

Wynn Resorts, Limited, owns and operates two casino hotel resort
properties, Wynn Las Vegas and Wynn Macau.  The Company is
currently in the process of constructing Encore at Wynn Macau
which is expected to open in the first half of 2010.  Wynn Resorts
generates approximately $2.8 billion of annual net revenue.


* Foreclosure Rates Rise Countrywide; Arizona Tops List
-------------------------------------------------------
According to statistics from ForeclosureListings.com, foreclosure
rates are still on the rise across the country, a sure sign that
the recession is far from over.  The same statistics show that
average foreclosure sale prices are also on the rise. The
combination means that it is a strong market and a good
opportunity for investment buyers.

The foreclosure rates in several states were very significant. For
example, the foreclosure rates in Arizona were up 36.1% for
September.  Florida was not far behind with a 29.67% increase,
followed by: 24.38% in Texas; 18.22% in Michigan; and 15.57% in
California.  All 50 states saw an increase, but not all were as
drastic.  For example, the increase in Kansas was only 3.65%.

The major increases were driven mainly by changes in urban areas.
In Arizona, the statewide increase was pushed by a massive 81.37%
increase in Phoenix.  Other cities with big increases included:
Las Vegas, NV at 47.47%; Atlanta, GA at 39.96%; Chicago, IL at
36.27%; and Houston, TX at 33.29%.  The major cities with the
lowest foreclosure rate increases were: Indianapolis, IN with
5.28% and Memphis, TN with 7.64%.

The average price of foreclosures was also on the rise with
Arizona first with a 113.67% increase from $101,001.00 to
$215,826.00 and Georgia experiencing a huge 45.45% increase in
price as the average price went from $129,187.00 to $187,906.00.
Michigan and Texas also saw double digit price increases while
several other states saw modest increases.  Only Vermont saw a
price drop of -2.41%.  The three most expensive states to buy a
home, Alaska, Hawaii and California maintained the highest overall
foreclosure sale prices.

These statistics show that the foreclosure markets are still
volatile but that houses are gaining rapidly in value.  For the
savvy investor who can afford risk, now is a great time to get
involved.

                 About ForeclosureListings.com

ForeclosureListings.com was founded in 1998 by real estate
professionals Elias DaSilva and Jairo Rivera.  With more than 20
years of combined experience in the foreclosure listings'
acquisition business, the company is among the nation's leaders in
online foreclosure listings data.  They are staffed 24 hours per
day; seven days a week.  All of the company's foreclosure, pre-
foreclosure, real estate and bankruptcy notice listings are
retrieved direct from the sources.  Their business experience has
made it possible for them to create a network of exclusive
industry contacts that is unsurpassed by any other foreclosure
listing company.


* Foreclosure Activity Up 5% in 3Q 2009, RealtyTrac(R) Says
-----------------------------------------------------------
RealtyTrac(R), the leading online marketplace for foreclosure
properties, on October 15 released its U.S. Foreclosure Market
Report(TM) for Q3 2009, which shows that foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 937,840 properties in the third quarter, a 5 percent
increase from the previous quarter and an increase of nearly 23
percent from Q3 2008.  One in every 136 U.S. housing units
received a foreclosure filing during the quarter -- the highest
quarterly foreclosure rate since RealtyTrac began issuing its
report in the first quarter of 2005.

Foreclosure filings were reported on 343,638 properties in
September, a 4 percent decrease from the previous month but a 29
percent increase from September 2008.  Despite the monthly
decrease, September's total was still the third highest monthly
total since the RealtyTrac report began in January 2005, behind
only July and August of this year.

"Bank repossessions, or REOs, jumped 21 percent from the second
quarter to the third quarter, corresponding to jumps in defaults
and scheduled auctions in the previous two quarters," said James
J. Saccacio, chief executive officer of RealtyTrac.  "REO activity
increased from the previous quarter in all but two states and the
District of Columbia, indicating that lenders may be starting to
work through some of the pent-up foreclosure inventory caused by
legislative delays, loan modification efforts and high volumes of
distressed properties."

Nevada, Arizona, California post top state foreclosure rates in
third quarter

Nevada continued to document the nation's highest state
foreclosure rate in the third quarter, with one in 23 housing
units receiving a foreclosure filing -- nearly six times the
national average.  Foreclosure filings were reported on 47,925
Nevada properties during the quarter, an increase of nearly 10
percent from the previous quarter and an increase of nearly 59
percent from the third quarter of 2008.  Nevada REO activity in
the third quarter increased 29 percent from the previous quarter
and scheduled auctions increased 26 percent from the previous
quarter, but defaults decreased 8 percent from the previous
quarter.

Arizona posted the nation's second highest state foreclosure rate
in the third quarter, with one in every 53 housing units receiving
a foreclosure filing, and California posted the nation's third
highest state foreclosure rate, also with one in every 53 housing
units receiving a foreclosure filing during the quarter.

Other states with foreclosure rates ranking among the top 10 in
the third quarter were Florida, Idaho, Utah, Georgia, Michigan,
Colorado and Illinois.

Six states account for more than 60 percent of nation's third
quarter total

California, Florida, Arizona, Nevada, Illinois and Michigan
accounted for 62 percent of the nation's total foreclosure
activity in the third quarter, with 579,541 properties receiving
foreclosure filings in the six states combined.

With 250,054 properties receiving foreclosure filings during the
quarter, California accounted for nearly 27 percent of the
nation's total.  The state's foreclosure activity decreased nearly
2 percent from the previous quarter thanks to a 10 percent drop in
default notices, but scheduled auctions increased 4 percent from
the previous quarter and REOs increased 12 percent from the
previous quarter.

Florida foreclosure activity decreased less than 1 percent from
the previous quarter, but the state still posted the second
highest foreclosure activity total for the third quarter.
Foreclosure filings were reported on 156,924 Florida properties, a
23 percent increase from Q3 2008.  Default notices in Florida
decreased 6 percent from the previous quarter while scheduled
auctions increased 5 percent from the previous quarter and REOs
increased 16 percent from the previous quarter.

Arizona posted the nation's third highest foreclosure activity
total in the third quarter, with 50,342 properties receiving a
foreclosure filing during the quarter -- a 5 percent increase from
the previous quarter and a 25 percent increase from Q3 2008.

Nevada posted the nation's fourth highest foreclosure activity
total, with 47,925 properties receiving a foreclosure filing in
the third quarter, followed by Illinois, with 37,270 properties
receiving a foreclosure filing, and Michigan, with 37,026
properties receiving a foreclosure filing.  All three states
reported increasing foreclosure activity from the previous quarter
and from Q3 2008.

Other states with foreclosure activity totals among the nation's
10 highest were Georgia (33,385), Texas (29,838), Ohio (29,645),
and New Jersey (18,108).

Report methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing reported during the month or quarter -- broken out by type
of filing at the state and national level.  Data is also available
at the individual county level for both Q1 2009 and March 2009.
Data is collected from more than 2,200 counties nationwide, and
those counties account for more than 90 percent of the U.S.
population.  RealtyTrac's report incorporates documents filed in
all three phases of foreclosure: Default -- Notice of Default
(NOD) and Lis Pendens (LIS); Auction -- Notice of Trustee Sale and
Notice of Foreclosure Sale (NTS and NFS); and Real Estate Owned,
or REO properties (that have been foreclosed on and repurchased by
a bank).  If more than one foreclosure document is filed against a
property during the month or quarter, only the most recent filing
is counted in the report.


* Foreclosures to Rise Over the Next Twelve Months
--------------------------------------------------
Bank Foreclosures Sale reports that "Making Home Affordable," a
$75 billion federal government-backed initiative to keep up to
seven to nine million Americans in their homes by preventing
avoidable foreclosures, may have an uphill battle.

The Associated Press recently revealed news from the Office of the
Comptroller of the Currency and the Office of Thrift Supervision
report, that more than 50 percent of distressed homeowners who had
their home loans modified in the first half of 2008 "missed at
least two months of payments a year later."

Job loss is the main culprit.  Unemployed homeowners can't afford
their mortgages because cash flow is less or non-existent.

The good news is that the housing recovery program is still in its
early stages.  To date, only 12 percent of eligible borrowers
nationwide (360,000) have taken advantage of the opportunity.

In addition, according to data released by the Labor Department,
in August, jobless rates were down in most metro areas.

"This is a positive sign, but the road ahead is still rocky," said
Jack Cooksey, real estate expert for Bank Foreclosures Sale.

Also, other real estate reports indicate that there has been a
slight improvement in existing home sales, but national forecasts
are still not optimistic.

"The recent trend shows broad improvement in most of the country,
but with an expected rise in foreclosures over the next 12 months,
we need to maintain a healthy level of ready buyers to absorb the
inventory," explained a chief economist with the National
Association of REALTORS(R).

Hundreds of thousands of homeowners are still unable to make their
mortgage payments and are being forced into foreclosure.

Bank Foreclosures Sale, the leading online marketplace for
foreclosure properties, reported that for the month of August,
foreclosure filings, default notices and scheduled auctions and
bank repossessions totaled 358,471.

"While this is a decrease of less than one percent from the
previous month," explained Mr. Cooksey, "it's still an increase of
nearly 18 percent from August 2008.  There's still a large supply
of foreclosure properties in the pipeline."

Bank Foreclosures Sale provides foreclosure information and advice
to real estate investors and first-home buyers.  Its database is
updated daily and contains more than 2 million foreclosure
listings.


* Mortgage Lenders Must Prove Ownership of Notes to Foreclose
-------------------------------------------------------------
The Massachusetts Land Court agreed with Attorney Glenn Russell by
ruling that mortgage lenders must prove that they are indeed the
mortgage note holders of record in order to foreclose.  The ruling
was part of two court cases, U.S. Bank National Association vs.
Ibanez (08 MISC 384283 (KCL)) and Wells Fargo v. Larace (08 MISC
386755 (KCL)).

"This is great news for Massachusetts homeowners," says MFI-Boston
President Steve Dibert.  "The lender must now prove that he or she
has a legitimate claim in order to foreclose.  Forcing the lender
to provide this proof has been the primary mission of both MFI-
Boston and MFI-Miami since I started both companies nearly 18
months ago."

As the attorney for the Laraces in Wells Fargo v. Larace,
Massachusetts Attorney Glenn Russell, Jr. says: "This is a
monumental decision in the history of Massachusetts law.  This not
only gives homeowners another defense during a foreclosure, but it
could open the door for anyone to seek damages against their
lender if they were illegally foreclosed upon in the past."

               About MFI-Miami and MFI-Boston

Headquartered in Boynton Beach, Florida, MFI-Miami, LLC and its
sister company, MFI-Boston, LLC, conduct extensive compliance
examinations and mortgage fraud investigations.  These two
companies are also the only firms that investigate the
securitization instruments of homeowners' mortgages.

                 About Glenn F. Russell, Jr.

Glenn F. Russell, Jr. is located in Fall River, Massachusetts.
He's a member of the Massachusetts and Connecticut Bars, where he
specializes in foreclosure defense, bankruptcy, personal injury
and divorce law.


* Banks Need New Rules to Avoid Meltdown, Says TARP Overseer
------------------------------------------------------------
Elizabeth Warren, chairman of the Congressional Oversight Panel
that monitors the $700 billion Troubled Asset Relief Program, said
the U.S. must strengthen financial regulation to keep the economy
from plunging into crisis every 10 to 15 years, according to a
report by Mark Pittman at Bloomberg.

"The single biggest thing that has to come out of this crisis is
an understanding that the rules that got us here cannot be the
rules that take us forward," Ms. Warren said in an interview on
Bloomberg Television.  "If they are, then we're going to move into
an every 10-to-15-year boom-and-bust cycle, that's going to be
really great on the upswing and really painful on the downswing."

Ms. Warren, who first proposed a Consumer Financial Protection
Agency in 2007, supports legislation by the Obama administration
to create a public watchdog on banking products.  Republicans have
opposed the bill, saying an additional regulator would weaken bank
finances and raise costs for the public.


* Retail Sales Drop Less Than Forecast in Sign of Recovery
----------------------------------------------------------
According to Bloomberg News, sales at U.S. retailers fell less
than forecast in September after the Obama administration's cash-
for-clunkers program expired, signaling consumers are gaining
confidence in the outlook for an economic recovery.  The 1.5%
decrease followed a 2.2% gain the prior month, figures from the
Commerce Department showed.  Sales excluding automobiles climbed
0.5%, more than projected.

Bloomberg relates that while gains in spending from food to
furniture suggest consumers will help pull the nation out of
recession, Federal Reserve policy makers say demand is likely to
be curbed by further job losses.  "Consumers are a little less
cautious and are spending again," said Michael Feroli, an
economist at JPMorgan Chase & Co. in New York.  "We do need
improvement in the labor market to get sustained gains in consumer
spending.


* Treasury Strategies See Bank Failures Due to Fraud Losses
-----------------------------------------------------------
Treasury Strategies predicts the possibility of a U.S. bank
failure due to fraud losses sometime in the next three years.
This prediction was made during Treasury Strategies' annual Bank
Executive Networking Forum held last week in San Francisco.

"There is a good likelihood that both community banks and even
regional banks will fail due to fraud losses," said Dave
Robertson, a Partner of the firm.  The statement surprised some
bank executives attending the event.

Treasury Strategies reached this conclusion based on its
assessment of industry readiness and a projection of the massive
losses criminal enterprises can inflict.

"Technology advancements have enabled perpetrators to develop more
sophisticated schemes that can be executed more rapidly and on a
broader scale," said Barry Barretta, a Principal with the firm.

"What's most striking to us is that the fraudsters appear to be
making business decisions using a longer investment horizon than
the banks they are attacking. For example, fraudsters are
investing in sleeper accounts and placing moles as employees who
acquire inside information on control procedures," continued
Barretta.

The industry must act aggressively to combat fraud risk. Treasury
Strategies recommends four steps banks can take to fight fraud.

   1. Ensure Sufficient Capital
   2. Upgrade Risk Management Capabilities
   3. Collaborate as an Industry
   4. Educate Clients about Schemes

"Criminals see fraud as a game - they only need to beat the
weakest bank to succeed.  With the growing sophistication and
magnitude of fraud schemes, it's never been more critical to stay
ahead of the crooks," noted Robertson.

Treasury Strategies, Inc. -- http://www.TreasuryStrategies.com/--
is the leading Treasury consulting firm working with corporations
and financial services providers. Our experience and thought
leadership in treasury management, working capital management,
liquidity and payments, combined with our comprehensive view of
the market, rewards you with a unique perspective, unparalleled
insights and actionable solutions.


* As Recession Slows, Turnarounds Multiply, Says TMA Survey
-----------------------------------------------------------
The recession may be winding down, but most turnaround
professionals are handling more projects this year than last and
expect that pace to hold through 2010.

More than 60% of 130 respondents to the Turnaround Management
Association Trend Watch poll reported higher workloads and
billings in 2009, and predicted revenues to be higher in 2010 than
this year.  About seven out of 10 thought so last year as the
financial crisis spread.

A majority of those surveyed, 64%, said banks and asset-based
lenders are sources for most engagements, but this year's leads
also are coming more often from:

    -- Accountants -- 18%, up from 10%
    -- Peers -- 21%, up from 15%
    -- Corporate clients, investors and others -- 12%,
       up from 8%

Like last year, most professionals said engagements typically
involve manufacturing (65%), construction (43%) and distribution
(42%).  Most engagements involve distressed companies in late
decline, according to 61% of respondents, but healthier companies
also are seeking help:

    -- Companies in early decline -- 16%, up from 12%

    -- Companies in mid-decline -- 45%, up from 31%

The lack of financing available to distressed companies is
propelling distressed business sales, especially those dictated by
creditors who would lose the most if the company liquidates.  As a
result, buyers are selecting turnaround professionals for due
diligence and negotiations work, respondents said.

Hampered by the unfavorable credit climate, most turnaround
professionals are generally finding solutions for troubled
businesses outside bankruptcy court.  Only 41% said in-court
reorganizations or liquidations occur most often, compared to 78%
last year.

More than forty percent said firms increased staffing and
employers paid most attention to prospective hires with prior
turnaround experience (57%) followed by operational experience
(43%).  Of those pursuing advanced credentials, TMA's Certified
Turnaround Professional (CTP) designation was preferred.

Another 15% saw decreased staffing at firms this year, slightly
more than last year's 10 percent, and some attributed it to the
economy.

With 9,000 members in 46 regional chapters, the Chicago-based
Turnaround Management Association is a professional community of
turnaround practitioners, attorneys, accountants, investors,
lenders, venture capitalists, appraisers, liquidators,


* Bankruptcy Litigation Swell Tugs on Corporate Budgets
-------------------------------------------------------
Law360 reports that over the last year, U.S. companies have seen a
great increase in bankruptcy disputes and are retooling their
budgets in anticipation of continued activity, according to
Fulbright & Jaworski LLP's 2009 Litigation Trends Survey.


* Limited Financing Forces Creativity in Restructuring
------------------------------------------------------
According to Law360, with debtor-in-possession financing coming in
at steep interest rates, if it's available at all, and the
increased risks of a traditional bankruptcy turning into a
liquidation, companies have been forced to get creative.  That
means either restructuring debt or entering into a prearranged
bankruptcy or asset sale, attorneys say.


* Avidiant Rolls Out Consulting Services to Credit Unions
---------------------------------------------------------
Avidiant Consulting Group disclosed a full set of financial
consulting services to credit unions.

"Our team at Avidiant Consulting Group honors the historic and
continued focus credit unions place on service to their members.
With that in mind, we have created a package of financial
consulting services designed to help credit unions deal with the
special challenges they face during this time of economic
distress," said principal, Christopher Garcia.  "The crash of the
US housing bubble along with a deteriorating labor market have
brought on big challenges to credit unions where loan
delinquencies, bankruptcies, repossessions and loan charge-offs
are at an all time high."

Avidiant's new credit union consulting offer credit unions full
service risk management services along with strategic planning,
management consulting and regulatory compliance.

One of the key components offered to credit unions is a full loan
review audit process.  The review evaluates the credit unions
lending policies, procedures, and quality control activities.
Avidiant Consulting Group's team looks for any significant credit
quality issues as well implementing a strategy for conducting the
loan review.

Areas to be considered in the credit administration assessment
include:

    --  Loan authorities and the approval process
    --  Loan underwriting and the credit analysis function
    --  Loan documentation standards and systems
    --  Internal loan grading systems

    --  Delinquency reporting and collection efforts

Avidiant Consulting Group's approach is to develop and maintain
integrated financial and accounting systems, directing, managing,
and providing policy guidance for all financial personnel,
activities and operations.


* Cohen & Grigsby Arranges Albom to Appear at Bethlehem Haven
-------------------------------------------------------------
Cohen & Grigsby, P.C., in collaboration with the Pittsburgh
Cultural Trust, has arranged for a special appearance by best-
selling author Mitch Albom during his stop in Pittsburgh next
week.  Mr. Albom will visit the residents and staff at Bethlehem
Haven, where he will speak on his latest book, Have a Little
Faith.  The event will be held at Bethlehem Haven (1410 Fifth
Avenue, Pittsburgh, PA) on October 20, 2009 at 3:30 p.m.  This
special appearance precedes Mr. Albom's book tour event at the
Byham Theater at 7:30 p.m., which is part of the Cohen & Grigsby
"Trust Presents" Series of the Pittsburgh Cultural Trust.  Cohen &
Grigsby is a business law firm with headquarters in Pittsburgh and
offices in Naples and Bonita Springs, Florida.

"When Cohen & Grigsby forged a partnership with the Pittsburgh
Cultural Trust to become the presenting sponsor of the 'Trust
Presents' Series in 2008, our goal was to make sure that the Trust
could continue to offer diverse and engaging entertainment," said
Jack Elliott, president and CEO of Cohen & Grigsby.  "Beyond being
a prolific and successful author, Mitch Albom is also well known
for his commitment to nonprofit organizations across the country
that seeks to address critical problems in our communities.  We
are glad we can connect him to Bethlehem Haven during his visit to
Pittsburgh."

Founded in 1981, Bethlehem Haven creates a continuum of care for
homeless women in greater Pittsburgh so that they can ultimately
forge a path toward self-sufficiency.  The nonprofit organization
offers emergency shelter and transitional housing to homeless
women in the region.  It also provides medical, dental,
obstetrics, mental health and employment assistance.

"Residents and staff at Bethlehem Haven are eagerly anticipating
Mr. Albom's visit," said Lois Mufuka Martin, executive director of
Bethlehem Haven."  His new book has an important message about
faith and its place in our lives, and we believe his work has
particular relevance to the people we serve."

Author of the New York Times best-selling book Tuesdays with
Morrie, Mr. Albom is an internationally renowned author,
journalist, screenwriter, playwright, radio and television
broadcaster and musician.  Collectively, his books have sold more
than 28 million copies worldwide and have been translated into 42
languages.  Mr. Albom's latest work, Have a Little Faith, is his
first nonfiction since Tuesdays with Morrie and explores issues of
spirituality, faith and healing.

"We are pleased to include this storied American author on this
year's 'Trust Presents' Series as part of the Pittsburgh Cultural
Trust's 25th anniversary," said J. Kevin McMahon, president of the
Pittsburgh Cultural Trust.  "Mitch Albom's writing is celebratory
and compelling, and I think audiences will be inspired by his
reading at the Trust's Byham Theater."

                     ABOUT Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a
business law firm with headquarters in Pittsburgh and offices in
Naples and Bonita Springs, FL. Cohen & Grigsby attorneys cultivate
a culture of performance by serving as business counselors as well
as legal advisors to an extensive list of clients that includes
private and publicly held businesses, nonprofits, multinational
corporations, individuals and emerging companies.  The firm has
more than 130 lawyers in seven practice groups - Business & Tax,
Labor & Employment, Immigration/International Business,
Intellectual Property, Litigation, Bankruptcy & Creditors' Rights,
and Estates & Trusts.


* Epiq Systems to Report Third Quarter Results on October 26
------------------------------------------------------------
Epiq Systems, Inc. will report third quarter financial results on
Monday, October 26, 2009 after the close of the market.  At that
time, the press release will be available on the company website
at http://www.epiqsystems.com.

The company will host a conference call on October 26 at 3:30 p.m.
central time (4:30 p.m. eastern time).  The internet broadcast of
the call can be accessed at http://www.epiqsystems.com. To listen
by phone, please call (888) 481-2845 before 3:30 p.m. central
time.

An archive of the internet broadcast will be available on the
company's website until the next earnings call.  A recording of
the call will also be available through November 26, 2009
beginning approximately two hours after the call ends.  To access
the replay, please call (888) 203-1112 and enter passcode 7692044.

Epiq Systems recently opened a corporate restructuring office in
Harford, Connecticut, staffed with seasoned industry experts to
accommodate increasing customer demand.  Epiq Systems' corporate
restructuring engagements frequently last several years.


* Farella Braun Nabs Howard Rice Bankruptcy Guru
------------------------------------------------
Law360 reports that San Francisco-based law firm Farella Braun &
Martel LLP has hired bankruptcy expert Gary M. Kaplan, formerly of
Howard Rice Nemerovski Canady Falk & Rabkin PC.


* Kevin Toole Joins Meltzer Lippe's Bankruptcy Practice
-------------------------------------------------------
Long Island's business law firm Meltzer, Lippe, Goldstein &
Breitstone, LLP (Meltzer Lippe), is expanding its
Bankruptcy/Creditor's Rights division, marked by the addition of
prominent attorney Kevin R. Toole to that practice area.

"Kevin Toole is an experienced attorney skilled in the
representation of businesses and financial institutions on cases
pertaining to Chapter 11 proceedings," stated Lew Meltzer,
managing partner of the Mineola law firm.  "Today's economic
realities require the expertise of a Kevin Toole, who brings to
our clients in-depth knowledge and sound solutions to complex
matters.  The firm is pleased to welcome him."

Meltzer, Lippe's Bankruptcy/Creditor's Rights practice includes
the representation of secured and unsecured creditors, trustees
and other parties including investors and official committees
before United States Bankruptcy Courts; bankruptcy litigation;
motion practice; purchase and sale of assets in bankruptcy;
representation of lending institutions in debt restructuring and
dischargeability actions; fraudulent conveyances, preferences,
substantive consolidation and equitable subordination; insolvency;
creditors' rights; asset recovery and prosecution of commercial
foreclosure actions.

Mr. Toole, who resides in Manhasset, NY, joins Meltzer Lippe after
serving as Of Counsel at Scott A. Rosenberg, PC. of Westbury,
where he represented credit unions in member bankruptcy cases,
liquidation and related bankruptcy cases.  Previously, Mr. Toole
specialized in Chapter 11 Debtor Representation at Togut, Segal &
Segal, LLP, and Salans Hertzfeld Heilbronn Christy & Viener, both
in New York City.  A representative list of his Debtor or Non-
Debtor cases includes:  Enron Corp., Ames Department Stores, Loews
Cineplex Entertainment Corp, People's Alliance Federal Credit
Union, and National Credit Union Administration.

A member of the American Bankruptcy Institute, the Bar Association
of the City of New York, and the Nassau County Bar Association,
Mr. Toole has published on the topic of hedge funds and taught
business law as an adjunct professor at the School of Management
at New York Institute of Technology.  He earned his J.D. at
Pepperdine University School of Law and a B.S. in Public and
Business Administration from New York University.  For ten years,
Mr. Toole served in the United States Navy Reserve as Naval
Intelligence Line Officer.

Meltzer Lippe -- http://www.meltzerlippe.com-- known as Long
Island's Business Law Firm, is one of the largest law firms on
Long Island.  The firm's practice encompasses all aspects of
corporate and business law, tax law, employment and labor law,
partnerships, limited liability companies and joint ventures,
litigation, real estate, tax-exempt organizations, wills & trusts,
estate planning & administration, bankruptcy, construction law,
employee benefits and executive compensation and government
relations and regulatory affairs.


* SmithAmundsen Welcomes Charles Curtis as a Partner
----------------------------------------------------
SmithAmundsen LLC disclosed that Charles Curtis has joined the
firm's St. Charles office as an attorney in its Financial Services
Practice Group.  Prior to joining SmithAmundsen, Mr. Curtis was a
private practice attorney and served as in-house counsel at
corporations in Northern Illinois.

Mr. Curtis is an accomplished corporate attorney with extensive
experience advising both public and private sector clients engaged
in a broad array of industries, including manufacturing,
technology, banking, securities and commodities, consumer goods,
real estate development and management, military, food, e-
commerce, and not for profit.  Mr. Curtis has effectively
represented clients in financial matters such as mergers and
acquisitions, divestitures, restructurings and reorganizations,
joint ventures, venture capital financing, and secured lending
transactions.  Throughout his career Mr. Curtis has also worked in
the area of bankruptcy and creditors' rights including assignments
for the benefit of creditors and chapters 7 and 11 bankruptcy
matters.  Mr. Curtis also practices extensively in the area of
Uniform Commercial Code Articles 2, 2A, and 9.

"We are experiencing a rapid growth in our corporate work at the
firm," said Larry Schechtman, SmithAmundsen's Managing Partner,
"and Charles' experience and exceptional knowledge of corporate
litigation make him a great addition to our team and an asset for
our clients."

Mr. Curtis received a B.A. from Knox College, cum laude, and a
J.D. from Valparaiso University School of Law, magna cum laude.
Mr. Curtis is admitted to practice in the State of Illinois and
the Federal District Court of the Northern District of Illinois.

SmithAmundsen LLC -- http://www.salawus.com.-- has grown to 120
attorneys with offices in Chicago, Rockford, St. Charles, and
Woodstock, Illinois and Milwaukee, Wisconsin.  SmithAmundsen's
attorneys share a proficiency in a broad range of practice areas.


* Lazard Chairman & CEO Bruce Wasserstein, Age 61, Dies
-------------------------------------------------------
Bruce Wasserstein, Chairman and CEO of Lazard Ltd (NYSE: LAZ),
has passed away at the age of 61.  Mr. Wasserstein had been
hospitalized in serious condition for an irregular heartbeat.  The
exact cause of death has not yet been determined.

The Board of Directors said in a statement, "We are shocked and
greatly saddened by the passing of Bruce Wasserstein.  He was a
visionary leader, a devoted father to his children and a good
friend.  At Lazard, he has put into place a long-term strategy as
well as a broad and deep leadership team, in whom we have
confidence and who will sustain his vision.  His commitment to his
clients was legendary.  Lazard's Board of Directors, and the many
people he worked with and mentored over the years, mourn his loss.
We extend our sympathies to his family, particularly his wife and
children, who meant the world to him."

The Board of Directors of Lazard has named Steven J. Golub, Vice
Chairman of Lazard Ltd as interim Chief Executive Officer,
effective immediately. Mr. Golub, 63, has been with the firm since
1984, where he has served in various senior leadership positions,
including CFO and Chairman of Lazard's Financial Advisory
business.

Mr. Wasserstein is survived by his wife and his children.  He was
pre-deceased by his parents.


* BOOK REVIEW: Corporate Financial Distress and Bankruptcy -
               Predict and Avoid Bankruptcy, Analyze and Invest in
               Distressed Debt, Third Edition
------------------------------------------------------------------
Authors: Edward I. Altman and Edith Hotchkiss
Publisher: John Wiley & Sons, Inc.
Hardcover: 368 pages
List Price: $95.00
Review by Henry Berry

In the two previous editions, published in 1983 and 1993, Mr.
Altman (joined by coauthor Ms. Hotchkiss for this third edition)
noted that "the number of professionals dealing with the
uniqueness of corporate death in this country was increasing so
much that it could have perhaps been called a 'bankrupt
industry'."

By the 2005 date of this third edition, the number of
professionals had grown so large that there was no longer any
reason to question the author's remark that "the bankruptcy
business is big business."  One indication is the large number of
varied professionals involved with bankruptcies -- estimated to be
40,000, most of whom are located in the United States, although
the number outside this country is increasing rapidly.  Among the
professionals in this industry are turnaround managers, bankruptcy
and restructuring lawyers, bankers, financial advisers, distressed
debt investors, and researchers.

In recent years, the field has attracted even more interest
because of a number of high-profile bankruptcies involving great
amounts of money.  In the period 2001-2003, 100 U.S. companies
with liabilities greater than $1 billion filed for protection
under Chapter 11.  These bankruptcies received much attention in
the business media, and many were given much coverage in the
mainstream media, as well.

The book contains material of interest to professionals on both
sides of bankruptcies.  Financial officers and other corporate
employees will be particularly interested in the tools used to
determine the relative financial strength, vulnerabilities, or
failures of a business. One such tool is the "Expected Default
Frequency (EDF) Model."  This model is exemplified by the
"Moody's/KMV EDF Model" chart.  The authors discuss the EDF Model
and demonstrate its application in the section entitled "The Enron
Example: Models Versus Ratings."  The authors similarly address
other technical issues of corporate financial distress, offering
commentary, visual references such as charts and graphs, and real-
life examples. The charts and graphs are especially helpful to
financial analysts, turnaround consultants, and others who have a
need to get a preliminary reading of corporate financial health.

As for the other side of corporate bankruptcies, Mr. Altman and
Ms. Hotchkiss offer expert analysis on investing in "distressed
securities," restructuring of distressed firms for turnarounds,
and underlying costs of bankruptcy.

In sum, this book covers financial distress from early warning
signs through improved financial performance, including the
possibility of restructuring, to selling off surviving assets as a
last-ditch effort to retrieve cash.  The scope and depth of this
book make it an exemplary resource for bankruptcy professionals.

The Max L. Heine Professor of Finance at the Stern School of
Business at New York University, Edward I. Altman is former
director of research in fixed income and credit markets at the
University's Salomon Center and former chair of its MBA program.
Edith Hotchkiss is an associate professor in finance at Boston
College and author of many articles in professional financial and
business journals.



                           *********

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 **